3 1 0 2 ANNUAL REPORT Holdings Limited CORPORATE REGISTRY DIRECTORS REGISTERED OFFICE SHARE REGISTRY Dr Ian Burston Non-Executive Chairman 181 Great Eastern Highway BELMONT WA 6104 Julian Pemberton Managing Director and Chief Executive Offi cer Michael Arnett Non-Executive Director John Cooper Non-Executive Director COMPANY SECRETARY Kim Hyman Telephone: +61 8 9232 4200 Facsimile: +61 8 9358 5515 Email: info@nrw.com.au AUDITOR Deloitte Touche Tohmatsu Level 14 Woodside Plaza 240 St Georges Terrace PERTH WA 6000 Link Market Services Limited Ground Floor 178 St Georges Terrace PERTH WA 6000 Telephone: +61 1300 554 474 Facsimile: +61 2 8287 0303 ASX CODE NWH – NRW Holdings Limited Fully Paid Ordinary Shares WEB PAGE www.nrw.com.au ANNUAL REPORT CONTENTS 05 CHAIRMAN’S LETTER 31 CHIEF FINANCIAL OFFICER FINANCIAL YEAR IN REVIEW 07 CHIEF EXECUTIVE OFFICER YEAR IN REVIEW 11 Financial Overview 15 NRW Civil 17 NRW Mining 19 Action Drill & Blast 21 Action Mining Services 23 Human Resources 25 27 Indigenous Engagement Health, Safety and Environment 29 Company Outlook 35 CORPORATE GOVERNANCE STATEMENT 2 Contents NRW ANNUAL REPORT 2013 128 SHAREHOLDER INFORMATION 43 FINANCIAL REPORT 48 Directors’ Report 72 Auditor’s Independence Declaration 73 Directors’ Declaration 74 75 76 77 Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows 75 NOTES TO THE FINANCIAL STATEMENTS 130 INDEPENDENT AUDITOR’S REPORT Contents NRW ANNUAL REPORT 2013 3 CHAIRMAN’S LETTER It is with great pleasure we present NRW Holdings Limited’s 2013 annual fi nancial year report. Following on from a highly successful 2012 fi nancial year, the past 12 months have certainly been more challenging, however the Company to achieved a solid result for the year ended 30 June 2013. The Group’s Net Profi t After Tax (NPAT) was $74.1 million on revenue of $1.374 billion, representing a 1% increase in revenue over the result achieved in 2012. The result was primarily generated from revenue growth in the Civil and Action Drill & Blast’s Divisions. Divisional revenue was $860.6 million from Civil, $404.5 million from Mining, $150.5 million from Action Drill & Blast and $41.8 million from Action Mining Services. The Board remains cognisant of the need to achieve consistent fi nancial performance year-on-year in order to deliver value to its shareholders. Our performance this year maintained solid returns on equity and capital employed, notwithstanding a number of challenging events and circumstances. These challenges commenced from the end of the fi rst quarter of the 2013 fi nancial year following market volatility and uncertainty around commodity prices. As a result, a number of NRW’s mining contracts were terminated or renegotiated. This resulted in a number of redundancies for the fi rst time in the Company’s history. NRW was able to partially minimise the impact on employees by redeploying displaced mining personnel to other Divisions wherever possible. I would like to thank all of our employees for their efforts throughout the year, and our leadership team for their contribution during what has been a diffi cult year for the Company and the mining sector in general. I would also like to acknowledge the quality of the work our employees undertake and I congratulate them on the high standards achieved. The professionalism and dedication of our people has been further evidenced this year by another outstanding safety result and the Board commends our employees on their commitment to continually improving safety across the organisation. DR IAN BURSTON CHAIRMAN NRW Holdings Limited 4 Chairman’s Letter NRW ANNUAL REPORT 2013 “I would like to thank all of our employees for their efforts throughout the year, and our leadership team for their contribution during what has been a diffi cult year for the Company, and the mining sector in general” Chairman’s Letter NRW ANNUAL REPORT 2013 5 CHIEF EXECUTIVE OFFICER YEAR IN REVIEW I present to both our shareholders and stakeholders the results of NRW Holdings Limited for the fi nancial year ended 30 June 2013. NRW has reported record revenue for the sixth consecutive year since listing on the Australian Securities Exchange (ASX). The fi nancial year revenue was $1.374 billion, an increase, of 1% on the prior corresponding period (FY12: $1.358 billion). Full year 2013 Net Profi t After Tax (NPAT) declined by 23.7% to $74.1 million, compared to the prior corresponding period’s NPAT result of $97.1 million. Return on Capital Employed (ROCE) was 31%, compared to the prior corresponding period (FY12: 41%), still an excellent outcome and consistent with NRW’s rolling fi ve year average. NRW’s Net Debt to Equity ratio moderately increased, fi nishing the 2013 fi nancial year at 25%, compared to the prior corresponding period (FY12: 18%). The Company enjoyed excellent safety performance which is refl ected in the improved Lost Time Injury Frequency Rate (LTIFR) currently at 0.55, which represents a 18% decrease from the previous year (FY12: 0.67). A relatively fl at line for the Group in Total Recordable Injury Frequency Rates (TRIFR) was experienced, and at 30 June 2013 is at 5.47, slightly higher than the prior corresponding period (FY12: 5.2). Although the Company’s TRIFR ended the year fl at, the Civil Division achieved an outstanding result with a TRIFR of 2.47. The NRW Civil Division had a very successful year and continued strong year on year growth with record revenue of $860.6 million representing an 18% increase on the 2012 fi nancial year ($731.7 million). Particularly pleasing for the Civil Division was reaching a signifi cant milestone in our diversifi cation strategy, as we completed our fi rst major project in the oil and gas market at Wheatstone, as well as our fi rst large scale government infrastructure works on the Great Eastern Highway Alliance. We also attained a new key client in the iron ore market, with the award of a bulk earthworks contract on the Roy Hill Iron Ore Project. 6 CEO: Year in Review NRW ANNUAL REPORT 2013 “CIVIL DIVISION CONTINUES STRONG YEAR ON YEAR GROWTH, WITH RECORD REVENUE OF $860.6 MILLION, 18% ON FY12” FINANCIAL OVERVIEW: • Record revenue of $1.374 billion • EBIT of $119.4 million • EBIT Margin of 8.7% • NPAT of $74.1 million • NPAT Margin of 5.4% • Conservative Net debt / Equity position of 25% • Cash balance $131.0 million • Final dividend of 5 cents fully franked, totalling 13 cents fully franked for full fi nancial year • Order book of $1 billion. CEO: Year in Review NRW ANNUAL REPORT 2013 7 CHIEF EXECUTIVE OFFICER YEAR IN REVIEW The Mining Division revenue decreased to $404.5 million (FY12: $542.2 million). NRW’s mining operations were impacted by contract terminations at Fortescue’s Solomon and Christmas Creek operations, as well as NRW’s Guinean operations at Simandou. Action Drill & Blast experienced continued strong growth during the 2013 fi nancial year with revenue of $150.5 million. This represents a 33% increase on the 2012 fi nancial year revenue of $113.1 million. Of particular note is the award of two signifi cant multi-year contracts, at Cloudbreak and Isaac Plains bringing longer tenure to Action Drill & Blast’s order book. Action Mining Services experienced a 10% decrease in revenue for the 2013 fi nancial year to $41.8 million, compared to the previous fi nancial year ($46.6 million). The 2013 fi nancial year provided NRW with its most challenging year since the Global Financial Crisis, as contract terminations and delayed award and commencement of projects resulted in a number of one off and other costs incurred across the Business. This included redundancy costs of $5.4 million and approximately $13 million of holding costs for personnel and plant. As of 30 June 2013, NRW employed a workforce (including direct, subcontractors and apprentices) of 2,283 people, down from our peak of 4,821 in August 2012, and a 50% reduction compared to the close of FY12 (4,592 people). We retain a diverse workforce with approximately 14% female personnel and 6.5% Indigenous personnel. During the year a number of cost control and productivity improvement initiatives were put in place to improve our overall cost effectiveness. This past year also reinforced the need to continue our strategy of diversifi cation across client, commodity, location and service delivery, and how this will shape the way we do business in the future. 8 CEO: Year in Review NRW ANNUAL REPORT 2013 OPERATIONAL HIGHLIGHTS: • Successful completion of fi rst major oil and gas project at Wheatstone • Several project awards from key client Rio Tinto • Secured civil earthworks contract for new client, Roy Hill Holdings • Action Drill & Blast secure two major long term contracts ACTION DRILL & BLAST ACHIEVES 33% G R OW T H IN REVENUE “This past year reinforced the need to continue our strategy of diversifi cation... This will shape the way we do business in the future” CEO: Year in Review NRW ANNUAL REPORT 2013 9 FINANCIAL OVERVIEW FINANCIAL PERFORMANCE NRW Holdings Limited slightly increased revenue by 1% to $1.374 billion (FY12: $1.358 billion), however net profi t after tax declined to $74.1 million. The table below summarises the results of the Group. FINANCIAL PERFORMANCE ($M’s) 1HY 13 2HY 13 FY13 FY12 Change SALES REVENUE Civil Mining Drill & Blast Action Other* TOTAL SALES EBITDA EBIT NPAT EPS (basic) cents DPS cents 479.3 272.4 94.0 21.1 (56.1) 810.7 101.4 78.8 48.6 17.8 8.0 381.3 132.1 56.5 20.7 (27.0) 563.7 66.9 40.6 25.5 8.8 5.0 860.6 404.5 150.5 41.8 (83.1) 1,374.4 168.3 119.4 74.1 26.6 13.0 731.7 542.2 113.1 46.6 (74.8) 1,358.8 195.9 154.0 97.1 34.8 18.0 18% (25%) 33% (10%) - 1% (14%) (22%) (24%) (24%) (28%) *Other includes unallocated income and consolidations eliminations for Action Drill & Blast ($72m) and Action Mining Services ($11m). 10 CEO: Year in Review NRW ANNUAL REPORT 2013 FINANCIAL POSITION Equity attributable to shareholders increased by 7.2% to $352.9 million for the fi nancial year ending 30 June 2013, compared to the prior corresponding period (FY12: $329.2 million). NRW’s net debt to equity levels moved to a slightly higher position of 25% compared to the 2012 fi nancial year (18%). Net working capital increased due to a swing in tax instalments and increase in differences between accounting and tax policies. Furthermore the settling of certain current provisions and slowing down of debtor payments have impacted on working capital. FINANCIAL POSITION ($M’S) Working Capital (less cash and current debt) Non-Current Assets Non-Current Liabilities (less debt) FY13 49.7 420.2 (28.5) 15.0 36.9 391.1 (16.2) 293.0 (10.2) 319.6 30.1 178.8 (0.4) 208.5 441.4 389.9 FY12 FY11 FY10 FY09 Funded by: Cash / (overdraft) Debt 131.0 138.0 70.6 21.4 (219.6) (198.7) (123.5) (60.8) 26.4 156.7 (0.6) 182.5 20.6 (60.8) Net Funding (88.6) (60.8) (52.9) (39.4) (40.2) Shareholders Equity 352.9 329.2 266.7 Return on Equity Net debt / equity 21% 25% 30% 18% 15% 20% 169.1 21% 23% 142.2 27% 28% CEO: Year in Review NRW ANNUAL REPORT 2013 11 FINANCIAL OVERVIEW DIVIDEND On the 21 August 2013, the Board of NRW Holdings Limited declared a fi nal dividend for the fi nancial year ended 30 June 2013. The fi nal dividend payable is 5.0 cents per share and brings the full year dividend to 13.0 cents per share fully franked. CASH The cash position at the end of the fi nancial year was $131.0 million compared to the prior corresponding period (FY12: $138.0 million). Cash from operations has been impacted by reduced margin, longer debtor days and tax instalment payment patterns. FUNDING Total secured funding is in excess of 626.3 million, of which $265.5 million is undrawn, comprising facilities for working capital, performance bonding and asset funding. The table below illustrates the current headroom of facilities for further growth and the acquisition of income producing capital. NRW has successfully negotiated substantial facilities to enable the Company to undertake projects with secured funding options. BORROWING FACILITY ($M’s) Asset Funding Working Capital SUB TOTAL BORROWING OTHER FACILITY Bonding Operating Leases Bank Guarantees SUB TOTAL OTHER TOTAL ORDER BOOK Limit 316.0 64.7 380.7 Limit 205.0 8.3 32.3 245.6 626.3 Drawn 219.6 - 219.6 Drawn 100.6 8.3 32.3 141.2 360.8 Available 96.4 64.7 161.1 Available 104.4 - - 104.4 265.5 The order book is valued at $1 billion comprising $388 million in the Civil Division, $460 million in the Mining Division and $157 million in Action Drill and Blast. Order book excludes revenue from Action Mining Services. 12 CEO: Year in Review NRW ANNUAL REPORT 2013 “Final dividend for FY13 of 5c per share, bringing full year dividend to 13c per share fully franked” CEO: Year in Review NRW ANNUAL REPORT 2013 13 NRW CIVIL OVERVIEW The Civil Division continued strong year on year growth with record revenue of $860.6 million representing a 18% increase on the 2012 fi nancial year ($731.7 million). This was achieved despite a general industry slowdown and signifi cant delays in contract award and commencements impacting the second half. In the 2013 fi nancial year, the Civil Division demonstrated its capability by managing up to 15 concurrent projects at a time. Of this, fi ve concurrent projects were in excess of $200 million, and up to $450 million in value. This growth in capability was well managed and aligned with continued improvement in safety performance with the Division’s Total Recordable Injury Frequency Rate (TRIFR) reducing from 4.53 (FY12) to 2.47 through a concerted focus across all projects. In excess of 70% of civil projects recorded a TRIFR of zero for the 2013 fi nancial year. The Division’s strategic objective of increasing the concrete component of the overall Civil revenue from 20% (FY12) was not achieved due to the limited concrete opportunities and higher level of competitors within the discipline relative to earthworks. However, the concrete component of the Civil Division still represents approximately 15% of Division revenue, enhancing the diversity of service provision across resources, public works and large scale infrastructure works. The Civil Division experienced continued success on existing projects with its Indigenous partners, Ngarluma and Yindjibarndi Foundation Limited (NYFL) and Eastern Guruma Pty Ltd. 14 CEO: Year in Review NRW ANNUAL REPORT 2013 OPERATIONS NRW was awarded a number of new major contracts and contract extensions during this period including: Signifi cant Achievements throughout the year included: • Cape Lambert Port B 353Mtpa Project • Successful completion of fi rst major Oil and Gas – Rio Tinto project on the Wheatstone Project • Western Turner Brockman Earthworks • Completion of fi rst metropolitan Government (additional scope inclusive of Nanutarra Road Conveyor Tunnel) – Rio Tinto • Western Turner Syncline Concrete – Rio Tinto • Port Hedland Inner Harbour Project (additional scope) – BHP Billiton Iron Ore • West Angelas Access Road – Rio Tinto • • Yandi Sustaining Project Bulk Earthworks – Rio Tinto (original plus optional) Roy Hill mine site preliminary bulk earthworks – Roy Hill Holdings • Thomas Marshalling Yards – Fortescue Metals Group • • Monakoff Haul Road – Ernest Henry Mining Nammuldi Below Water Table Project – Rio Tinto infrastructure project – Great Eastern Highway Upgrade in alliance with Main Roads, Leighton Contractors and GHD • Early Contractor Involvement (ECI) in future major projects for blue chip clients • Industry leading staff retention rates and no civil staff redundancies despite industry downsizing • Safety performance – in excess of 70% of civil projects maintained a TRIFR of zero for the 2013 fi nancial year • Launched new Graduate Engineer and Supervisor Development programs. OUTLOOK The Division is focused on the successful delivery of current projects including Rio Tinto’s Cape Lambert Port B Project, Yandi Sustaining Project bulk earthworks, West Angelas Access Road and the Nammuldi Below Water Table Project; as well as BHP Billiton Iron Ore’s Ore Car Repair Workshop and the Roy Hill Mine Site Bulk Earthworks for Roy Hill Holdings. Opportunities exist within NRW’s traditional and new iron ore client base in Western Australia, and with new clients in the Queensland coal infrastructure and LNG sectors. NRW will continue to pursue other civil opportunities outside of Construct only, including Design & Construct (D&C) and EPC, following the development of key partner relationships. Further to this, the Civil Division will also be exploring Maintenance style contracts as another source of diversifi cation. The Civil Division currently has an order book of $388 million, with a further $2.41 billion in active tenders. CEO: Year in Review NRW ANNUAL REPORT 2013 15 NRW MINING OVERVIEW The overall Mining Divisional revenue was $404.5 million in FY13, down 25% from the prior corresponding period (FY12: $542.2 million). Projects undertaken during the year included Western Turner Syncline for Rio Tinto, Christmas Creek and Solomon for Fortescue, Middlemount for Middlemount Coal and Simandou in Guinea for Rio Tinto. NRW’s mining operations were impacted by the commodity downturn and cost cutting by major clients throughout the year. Projects bid during the year were tendered in a competitive environment with increased competition due to surplus capacity of available resources in the market. From the end of the fi rst quarter of the 2013 fi nancial year, market conditions over future commodity prices led to the early termination of a number of NRW contracts which had a signifi cant impact on the Mining Division and led to a reduction in personnel. Key contracts impacted were Solomon Hub and Christmas Creek which by the end of November 2012 had ceased operations. While disappointed at these developments, NRW moved swiftly to lower its variable cost base via the demobilisation of hired equipment and subcontract labour. NRW’s contract at Rio Tinto’s Simandou operations was terminated effective December 2012, after having been previously awarded a three year extension in November 2011. As a result, revenue at Simandou was $10 million less than expected, with 50% of total assets NRW employed on the Simandou project sold to the client. On the east coast of Australia at Middlemount Coal, NRW Mining incurred a loss ($10.38 million) in the fi rst half of the 2013 fi nancial year due to heavy rains in the fi rst quarter of the 2013 fi nancial year and operation challenges. This was compounded by a major fl ood event at the Middlemount coal mine in January 2013 which affected production over several months and further impacted margins through underutilised plant and holdings costs for personnel. Towards the middle of the 2013 fi nancial year contractual changes at Middlemount were made following a period of negotiation with the new owners. An agreement to restructure the Mining Services contract with Middlemount Coal into a dry hire contract was made. As the owners (Peabody Australia and Yancoal) are predominantly mine owner-operators this was a logical step for them to become the operator of the mine. As part of the new arrangement NRW now provides the mining fl eet and associated ongoing maintenance services. As part of the renegotiation, the contract completion date has been extended by 12 months until June 2017. The Mining Division’s Indigenous employment and training programs continue to exceed expectations, with the NRW-Eastern Guruma Joint Venture at Western Turner Syncline reaching a peak Indigenous employment rate of 28% for on-site labour, equalling 55 Indigenous employees. 16 CEO: Year in Review NRW ANNUAL REPORT 2013 “NRW’s mining operations were impacted by the commodity downturn and cost cutting by major clients through the year” NRW’s mining joint venture relationships with Indigenous organisations - Eastern Guruma Pty Limited at Western Turner Syncline and Solomon; and Ngarluma and Yindjibarndi Foundation Limited (NYFL) at Solomon - continued to provide a positive outcome to the business. Contracts awarded and extensions during the period include: • Middlemount Coal – Dry Hire and Maintenance – Middlemount Coal JV • Christmas Creek Vasse Tailings Storage Facility – Fortescue • Bulk Earthworks Services Solomon Construction – Fortescue • Bootu Creek Equipment and Labour Hire – OM Holdings Safety performance across the Division was satisfactory during the 2013 fi nancial year. An increased focus on lead indicators had a positive impact, although the Division performance when measured in relation to TRIFR deteriorated, with 2013 fi nancial year TRIFR at 7.59 compared to the prior corresponding period (FY12: 5.82). OUTLOOK Market conditions will continue to be diffi cult during the remainder of calendar year 2013, however the Division’s strategy remains to diversify into other commodities and clients, with a number of opportunities identifi ed. Geographical diversifi cation will also take place as the Division pursues international opportunities with selected clients. The mining fl eet in Western Australia has been underutilised during the second half. However with a rampup in current civil projects, many of the mining assets are directly transferable into these larger greenfi eld bulk earthworks projects. The Mining Division currently has an order book of $460 million, with a further $1.41 billion in submitted tenders. CEO: Year in Review NRW ANNUAL REPORT 2013 17 OVERVIEW Action Drill & Blast experienced continued strong growth during the 2013 fi nancial year with revenue of $150.5 million, representing a 33% increase on the 2012 fi nancial year revenue of $113.1 million. Action Drill & Blast’s external client list for the 2013 fi nancial year included Fortescue, Rio Tinto, John Holland, Talison Lithium, Brierty, Macmahon, Downer EDI, BMA and Peabody After three years of operations Action Drill & Blast has experienced signifi cant success across Australia and is recognised as a provider of quality and professional drilling and blasting contract services. Particularly pleasing for the 2013 fi nancial year was the award of a four year (plus two year option to extend) $140 million drilling services contract direct to Fortescue for operations at the Cloudbreak iron ore mine. The other signifi cant contract awarded during the fi nancial year was for blasting services at the Isaac Plains coal mine which was awarded as a three year contract with a two year option to extend. However, the second half performance for 2013 was not as strong as the fi rst. The downturn experienced in the mining sector from the fi rst half of the 2013 fi nancial year, in conjunction with specifi c events detailed below, reduced overall margin in the second half of the F2013 fi nancial year: • The termination of contracts on Fortescue’s Solomon and Christmas Creek operations resulted in a large number of highly skilled personnel being displaced. Action Drill & Blast incurred holding costs for labour by retaining this experienced skill base and providing off-site work and training opportunities pending the anticipated award of the signifi cantly sized Cloudbreak drilling contract. • Severe weather events throughout the Bowen Basin signifi cantly affected production on coal operations over several months, including a major fl ood event at the Middlemount coal mine in January 2013. • Start-up costs incurred in relation to mobilisation for Action Drill & Blast’s largest contract to date at Cloudbreak were incurred during the second half of the fi nancial year, and included holding costs for assets not utilised until the commencement of the Cloudbreak contract in April. 18 CEO: Year in Review NRW ANNUAL REPORT 2013 OPERATIONS OUTLOOK At the end of the 2013 fi nancial year Action Drill & Blast had six contracts in Western Australia and two in Queensland. The largest contract is at Fortescue’s Cloudbreak Project. The Business currently employs 275 people and utilises a fl eet of 49 drills. External projects awarded during the 2013 fi nancial year included: • Drilling Services at Cloudbreak Mine – Fortescue • Blasting Services at Isaac Plains Coal Mine – Isaac Plains Coal Management Pty Limited (originally contracted to John Holland Queensland Pty Limited and then novated to IPCM) • Drilling and Dewatering Services at Hail Creek Mine – Rio Tinto Coal • Blasting Labour at Christmas Creek Mine – Macmahon Holdings • Supplementary Drilling Services at Karara Iron Ore Project – Brierty Limited • 12 month extension at Greenbushes for Talison Lithium • Relief Hole Drilling at West Angelas Mine – Westforce Construction • Drilling Services at Daunia Coal Mine – Downer EDI Mining Pty Limited Signifi cant Achievements • Award of two multi-year projects with options to extend, providing longer term tenure and order book stability • Strong growth in revenue of 33% for the year despite market downturn • Achieved LITFR of zero in March 2013. Action Drill & Blast began the fi nancial year well from a safety performance point of view, with a TRIFR in July 2012 of 1.59 before experiencing some fl uctuations during the year. In March 2013, Action Drill & Blast achieved a LTIFR of zero, with a TRIFR of 6.86, before declining safety performance led to a fi nancial year end TRIFR result of 12.68. Despite this decrease in TRIFR, Action Drill & Blast fi nished the 2013 fi nancial year with a LTIFR of zero. Action Drill & Blast currently has an order book of $157 million, with a further $143 million in active tenders. The downturn in the mining sector will create challenges for all service contractors in the industry as client focus has shifted from being ‘volume’ driven to being ‘cost focused’. Action Drill & Blast has excellent systems, people and equipment which will enable it to assist clients achieve their need to become more cost effi cient and improve their productivity. A concerted effort of improving safety performance will also be maintained and reinforced through the business at all levels. Financial performance is expected to return to more consistent levels during the 2013/2014 fi nancial year as: • Displaced site personnel have returned to operational roles. • The Cloudbreak contract realised full potential in June allowing more effective recovery of the start- up costs. • Improved production on the Middlemount and Isaac Plains coal contracts. In addition to the above stabilisation of contracts Action Drill & Blast will also focus on improving performance through renegotiation of pricing with suppliers and optimisation of asset management and utilisation. Action Drill & Blast sees this next phase in the mining cycle as an opportunity to demonstrate its specialist skills and believe it is a great opportunity to continue to grow the business through increased market share and capitalisation of new prospects. The Mining unit’s drill fl eet grew considerably in the last 12 months to accommodate the growing requirement from Action Drill & Blast clients to provide a large fl eet of 60,000-75,000lb rotary drills. As the market moves from establishment of infrastructure to production mining a downturn in the Civil units’ projects is expected, however the specialist skills of this unit are easily transferable to other markets. In particular, we are looking to pursue opportunities on civil LNG projects in Eastern Australia and gold operations in Western Australia. Action Drill & Blast’s Coal unit has been recognised as an effi cient and extremely capable provider of explosive services including supply, storage and, of course, blasting. Our drill fl eet of large rotary drills is still the newest in the industry and provides signifi cant performance and safety benefi ts for our clients. Action Drill & Blast has increased its business development focus and are actively seeking opportunities in markets other than those currently operating in, such as gold, oil and gas, and Action Drill & Blast has also commenced a review of international prospects. CEO: Year in Review NRW ANNUAL REPORT 2013 19 OVERVIEW Action Mining Services experienced a 10% decrease in revenue to $41.8 million for the 2013 fi nancial year representing a 10% decrease on FY12 ($46.6 million). This was predominately due to the sector downturn in mining and civil projects at the end of the fi rst quarter of FY13, and lower margins due to the subsequent slowing of demand for products and services. Major external clients include Dampier Salt, Jones Mining, Leighton Contractors, Komatsu, Alliance Contracting, Titan Plant Hire, and Onsite Hire. An overall restructure of the Business was undertaken to reduce overheads and improve effi ciencies on the shop fl oor. The restructure included the alignment of the manufacturing division (support vehicles) with the service divisions to increase capabilities and improve effi ciencies. Key achievements in the 2013 fi nancial year included: • The successful expansion of the AMS range of Support Vehicles with the release of the new, high tech, AMS 15,000lt ‘Viper Series’ Service Module and the AMS 12,000lt Service Module (the AMS 12,000 is an extension of the popular AMS 6,700lt Service Module). • The expansion of AMS’s capabilities with the set-up of a Field Service Division, a Component Overhaul Division and an Asset Refurbishment Division. • The successful expansion of the customer base to attract new work including the successful completion of the fi rst salt spec machine (Caterpillar D10 Bulldozer) for Dampier Salt. • Continued ongoing support and commitment with a work placement program and apprenticeship training program – AMS currently employ 27 apprentices. • More than three years (1,095 days) Lost Time Injury (LTI) free in the workplace. 20 CEO: Year in Review NRW ANNUAL REPORT 2013 OUTLOOK As per previous years, the level of growth and opportunities within the services unit will be infl uenced by the level of investment in the resources and infrastructure sectors. However the strategy by AMS to expand its service capabilities in calendar year 2013 places the Division in an excellent position to take advantage of the mining industry moving from a construction phase to an operations phase with an anticipated increase in demand for repair and maintenance services of operational equipment. Due to delays in project awards, we anticipate reduced demand in the 2014 fi nancial year for support vehicles. However the introduction of a number of new strategies will see AMS targeting a broader customer base across a more diverse product and service range, resulting in an expected improved level of total revenue for the period. Improving effi ciencies will be a key focus, to reduce production and material costs, allowing unit prices to be reduced whist retaining budgeted margins for price sensitive markets such as the hire market. Efforts will also be concentrated on developing innovative new safety features and inclusions on the AMS product range to establish AMS as the industry leader in manufacturing with a safety focus. AMS will continue to look for new products and services within its fi eld to take advantage of the AMS skill base and group customer relationships. Increased resources will be placed on marketing the company’s capabilities to industry with the objective of increasing market share through an expanded client base, and to ensure AMS is in a position to take advantage of changing conditions. The introduction of a new Enterprise Resource Planning (ERP) system in the fi rst half of the 2014 fi nancial year will improve management, recording and reporting effi ciencies resulting in a further reduction in overheads and operating costs. The system will assist to maximise resource utilisation and improve the quality of service provided to customers. AMS will continue to focus on developing apprentices through its unique Apprentice Program in which apprentices are rotated through various NRW Civil and Mining sites to gain practical site experience after completing the fi rst two years at Action Mining Services. CEO: Year in Review NRW ANNUAL REPORT 2013 21 HUMAN RESOURCES OVERVIEW As a result of the market uncertainty and volatile conditions experienced at the end of the fi rst quarter of the 2013 fi nancial year, NRW Holdings Limited’s workforce decreased by 50% to 2,283 personnel this fi nancial year (FY12: 4,592). This followed a peak in August 2012 at 4,821 people. Current employment levels are currently closer to 2011 fi nancial year levels. The workforce includes direct employees, sub-contractors and apprentices. NRW remains committed to ensuring it retains its core staff to maximise its capacity to secure and execute future work. A number of training initiatives have been introduced to equip existing employees with the necessary skills and expertise to deliver the high standard of service clients have become accustomed to receiving from NRW and its subsidiary companies. In the 2013 fi nancial year NRW continued its close relationship with its workforce and there were zero disputes and no lost time due to industrial action. The workforce remains diverse with 14% female personnel (FY12: 15.7%), and 6.5% Indigenous personnel (FY12: 8.2%). 22 CEO: Year in Review NRW ANNUAL REPORT 2013 GRADUATE PROGRAM Our engineering graduates undertake a three year NRW Graduate Program, which aims to develop them into future leaders of our industry. Through diverse training and development, NRW graduates are exposed to various projects, clients, markets, commodities and infrastructures. NRW’s Graduate Program comprises an orientation week that involves: induction sessions with every department, two days at Neerabup outside of Perth on machinery; a team building day with other graduates including those in different stages of the Program; and a networking dinner with senior management. Importantly, each graduate is assigned a senior mentor and offered a structured pathway to chartership through Engineers Australia. CEO: Year in Review NRW ANNUAL REPORT 2013 23 INDIGENOUS ENGAGEMENT The NRW-NYFL Joint Venture undertook signifi cant works on Rio Tinto’s Cape Lambert Port B Project including the following contracts and variations: • Cape Lambert Car Dumpers & Stockyards Bulk Earthworks – Car dumpers 6 and 7 and Phase B stockyards • Tail track and tail track extensions • Sam’s Creek Pipe jacking • Crushing contract • A fencing contract and various small works packages. OVERVIEW NRW recognises that its long-term success depends on the well-being and sustainable development of the communities in which it operates, comprising local communities as well as the traditional owners of the land. We respect the importance of Indigenous Australian culture and value its diversity. We have successfully employed and supported Indigenous people within our Civil and Mining operations since the forming of the Company in 1994, and this continued with the acquisition of Action Mining Services in 2007, and the forming of Action Drill & Blast in 2010. Increasing Indigenous representation in employment on our projects and within our organisations’ is an integral part of the NRW philosophy. 48 Cultural Awareness workshops were conducted during the 2013 fi nancial year for 528 participants. JOINT VENTURES Besides Indigenous employment targets and the successful Powerup Program, NRW also joint venture with a number of Indigenous organisations to provide sustainable business opportunities to these groups and the communities they represent. The NRW-Eastern Guruma Joint Venture has undertaken or been awarded the following contracts in the 2013 fi nancial year: • Western Turner Syncline Mining – Rio Tinto • Western Turner Syncline Civil / Concrete Works – Rio Tinto • Western Turner Brockman – Rio Tinto • Boolgeeda Aerodrome – Rio Tinto • Nammuldi Below Water Table Bulk Earthworks – Rio Tinto 24 CEO: Year in Review NRW ANNUAL REPORT 2013 POWERUP Powerup is NRW’s intensive three week pre-employment work ready program, run in conjunction with the Department of Education, Employment and Workplace Relations, and continues to attract strong support from the Indigenous community. Powerup provides opportunities for Indigenous candidates lacking entry level skills to break into the civil and mining industry. Involving RII20209 Certifi cate II: Surface Extraction Operations, Powerup exposes participants to a simulator and hands-on activities in a controlled ‘real life mining pit’ in haul truck and roller operations. During the innovative three week program, trainees are mentored by experienced professional trainers and human resources staff - consisting of 40 hours of classroom activities in Canning Vale, 80 hours at Neerabup quarry north of Perth. This year NRW held two Powerup programs, a decrease compared to previous years due to the reduced employment opportunities for graduates. It continues to be well subscribed amongst potential applicants, and well regarded by clients and industry alike. CEO: Year in Review NRW ANNUAL REPORT 2013 25 HEALTH SAFETY & ENVIRONMENT HEALTH & SAFETY NRW is committed to achieving the highest possible performance in occupational health and safety across all business operations. NRW’s Health, Safety and Environmental (HSE) Management Systems are accredited to AS4801:2001, the applicable Australian Standard and subject to continuous audit — NRW was re-certifi ed in January 2012. The Company manages risk through hazard identifi cation, minimisation, monitoring and control procedures, and by reviewing safety performance. NRW ensures that all employees, including subcontractor employees, are fully HSE inducted, trained and assessed in the tasks each will be required to perform, plus deemed competent via a Registered Training Organisation (RTO) process in the operation of plant and equipment. In early 2012, NRW rolled out and launched a revitalised company wide safety culture program, ‘A safe day, every day’. The Program contains elements of reward and recognition to reinforce the efforts of employees, as well as to raise awareness of safety issues across all sites. It also increases the key performance indicators used to measure and record progress of projects, making the individual projects more accountable. The 2013 fi nancial year has seen signifi cant re-structuring of the HSE department within NRW and the new structure will provide stronger support for projects, whilst enabling NRW to improve outcomes as it continues to grow. During the year we continued to focus on the area of hazard identifi cation and hazard removal from work processes, coupled with a renewed focus on documentation at hand for our employees. One such implementation of this focus was the creation, development and launch of a pocket booklet titled ‘My HSE Kit’ which contains all the required mini-forms employees need to complete as part of their duties. The success of the overarching Program has been refl ected in the consistent safety performance which is refl ected in the improved Lost Time Injury Frequency Rate (LTIFR) currently at 0.55, which represents a 18% improvement from the previous year (FY12: 0.67). A relatively fl at line for the Group in Total Recordable Injury Frequency Rates (TRIFR) was experienced, and is currently at 5.47, slightly down on the prior corresponding period (FY12: 5.2). 26 CEO: Year in Review NRW ANNUAL REPORT 2013 ENVIRONMENT QUALITY ASSURANCE NRW maintained certifi cation to ISO standard 9001: 2008 and AS/NZS 4801 (achieved in May 2009) for its Quality Management System. NRW was re-certifi ed in January 2012. SAFETY PERFORMANCE Man hours 8,000,000 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 0 40 35 30 25 20 15 10 5 0 FY09 FY10 FY11 FY12 FY13 Man Hours LTIFR (Lost Time Injury Frequency Rate) TRIFR (Total Recordable Injury Frequency Rate) NRW maintained certifi cation to AS/NZS ISO 14001: 2004 Environmental Management Systems which covers Environmental Management Systems in the civil engineering and mining industries. This certifi cation reinforces NRW’s commitment to maintaining strict environmental protocols on all projects undertaken. This certifi cation is subject to continuing audit by external agencies and NRW was re-certifi ed in January 2012. CASE STUDY: Support for the Environment The Pilbara Wildlife Carers Association (PWCA) was the recipient of a $20,000 donation from the NRW-NYFL Joint Venture crew at Rio Tinto’s Cape Lambert Port B Project. PWCA provides a vital emergency service to the Pilbara community by responding to calls regarding sick, injured or orphaned wildlife. Many calls are received from mining and construction companies who have impacted fauna whilst undertaking their work. The extensive network of registered volunteer wildlife carers in the Pilbara foster and rehabilitate sick and injured wildlife, until they’re able to be released back into the environment. NRW’s donation will signifi cantly assist with PWCA’s on-going service to the Pilbara community. CEO: Year in Review NRW ANNUAL REPORT 2013 27 COMPANY OUTLOOK Despite the signifi cant downturn across the resources industry, NRW retains a positive outlook over the short to medium term with a steady pipeline of tenders and a clear strategy to further diversify our client base and client offering. The Company will continue to maintain focus on its core domestic markets of iron ore and coal with expansions and related infrastructure works still underway and a number of new projects in the planning stage. We are also working on growing our exposure to markets such as LNG and CSG. With current work in hand of $1 billion and tender activity still strong with over $3.96 billion in active tenders across the Business, we remain confi dent of securing work across all our Division’s to further strengthen our order book. The Group’s balance sheet, funding facilities and solid cash position provide a strong foundation for future organic growth and potential acquisitions. The Group will continue to assess acquisition opportunities both domestically and internationally to add value to NRW’s service delivery model. We will also continue to focus on cost management programs, efficiencies and continuous improvement processes. These practises will contribute to NRW’s overall cost effectiveness in project delivery and assist in maintaining our market competitiveness. NRW expects revenue between $1-1.2 billion for the 2014 financial year, of which approximately 60% is currently secured. This is subject to timely award and commencement of new projects. 28 CEO: Year in Review NRW ANNUAL REPORT 2013 “With current work in hand of $1 billion and tender activity still strong with over $3.96 billion in active tenders, we remain confi dent of securing work across all our divisions to further strengthen our order book” CEO: Year in Review NRW ANNUAL REPORT 2013 29 CHIEF FINANCIAL OFFICER FINANCIAL YEAR IN REVIEW FY13 REVIEW The Group increased revenue predominantly from the contribution of the Civil and Drill and blast Divisions. The Group’s earnings and returns on capital employed decreased due to the Mining Divisions performance as a result of economic conditions and commodity price pressures. Gearing ratios remained conservative and a strong cash balance has been maintained. INVESTMENT RETURNS Earnings per share were 26.6 cents which was a 24% decrease compared to prior corresponding period. The dividend payout ratio as a percentage of NPAT in FY13 is 49% compared to 52% (FY12). The Group continued to achieve satisfactory returns on average capital employed with 31% achieved for the 2013 fi nancial year. $M’s 450 400 350 300 250 200 150 100 50 0 % 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% FY09 FY10 FY11 FY12 FY13 Net Fixed Assets Return on Avge Capital Employed DIVISIONAL PERFORMANCE ($M’s) FY2013 Revenue Segment Profi t Return on revenue FY2012 Revenue Segment Profi t Return on revenue Revenue Growth Segment Profi t Growth NRW Civil Contracting NRW Mining Services Action Drill & Blast Action Mining Services 860.6 92.0 11% 731.7 81.6 11% 18% 13% 404.5 17.9 4% 542.2 64.0 12% (25%) (72%) 150.5 16.8 11% 113.1 18.7 17% 33% (10%) 41.8 3.3 8% 46.6 4.6 10% (10%) (28%) 30 CFO: Financial Year in Review NRW ANNUAL REPORT 2013 OPERATING CASH FLOW ($M’S) $M’s 200 180 160 140 120 100 80 60 40 20 0 FY09 FY10 FY11 FY12 FY13 Operating Cash Flow CHIEF FINANCIAL OFFICER FOR THE YEAR ENDED 30 JUNE 2013 CAPITAL EXPENDITURE Capital expenditure was predominantly allocated to the Mining Division relating to the Middlemount project. Capital Expenditure ($M’s) FY13 FY12 FY11 NRW Civil Division NRW Mining Division Drill & Blast Action Mining Services Miscellaneous TOTAL 11.8 51.6 15.9 1.8 12.0 16.6 6.9 105.5 120.4 15.1 0.6 6.7 7.5 0.6 14.8 $93.1 $144.4 $150.2 Action Drill & Blast added seven rigs comprising of $11.1 million of their $15.9 million capital expenditure for the 2013 fi nancial year. Future commitments to Action Drill & Blast capital expenditure will see a further fi ve rigs added in the 2014 fi nancial year at an estimated $17.5 million, although this is subject to securing new projects. The Miscellaneous category of expenditure relates to investment in information infrastructure and system upgrades ($10.5 million), land and buildings ($1.1 million) and other ($0.4 million). CASH FLOW NRW’s operating cash fl ow in FY13 was $118.0 million. The decrease in operating cash was a result of reduced operating margins and a slightly slower collection cycle. Tax instalment payments were remitted under the prior year withholding rates which also dragged operating cash down. The decrease in EBITDA and lower returns of average capital employed has resulted in Group cash reserves being less than previous years, with $131.0 million at 30 June 2013 (FY12: $138.0 million). CFO: Financial Year in Review NRW ANNUAL REPORT 2013 31 CHIEF FINANCIAL OFFICER FOR THE YEAR ENDED 30 JUNE 2013 BALANCE SHEET AND FUNDING The Group Balance Sheet refl ects the continued conservative management of debt levels and cash. Due to the strength of the balance sheet, the Company has suffi cient fl exibility for future project funding and/or acquisitions. The Structured Debt Facility (ANZ lead arranger), was successfully reviewed and maintained during the FY13 year. Other funders included insurance providers as required, operating lease providers and asset fi nanciers outside the clubbing arrangement. Currently the Group has total funding capacity (inclusive of fi nanced and operating facilities) totalling over $626 million. Of this just over $265 million remain undrawn and new facilities for bonds have been agreed and in place post FY13 totalling $50 million. NET DEBT POSITION $M’s $100 $90 $80 $70 $60 $50 $40 $30 $20 $10 $0 28% 25% 23% 20% 18% FY09 FY10 FY11 FY12 FY13 Net Debt ($m’s) Net Debt/Equity 32 CFO: Financial Year in Review NRW ANNUAL REPORT 2013 CHIEF FINANCIAL OFFICER FOR THE YEAR ENDED 30 JUNE 2013 BORROWING FACILITY ($M’s) Asset Funding Working Capital SUB TOTAL BORROWING OTHER FACILITY Bonding Operating Leases Bank Guarantees SUB TOTAL OTHER TOTAL SYSTEMS Limit 316.0 64.7 380.7 Limit 205.0 8.3 32.3 245.6 626.3 Drawn 219.6 - 219.6 Drawn 100.6 8.3 32.3 141.2 360.8 Available 96.4 64.7 161.1 Available 104.4 - - 104.4 265.5 NRW continues to develop and improve its management information systems. Particularly this includes the staged implementation of Microsoft Dynamics AX (MinePoint), network improvement and asset management. Further work will be undertaken to integrate and allow effi cient use of data, reporting and improve further the project management systems. Ongoing review will continue to target the appropriate priorities. The objectives of the systems are to provide a sound base for effi cient and accurate decision making in both production and strategic management. This will continue to cut across the entire Group including all operating segments. TONY RASCHELLA ACTING CHIEF FINANCIAL OFFICER CFO: Financial Year in Review NRW ANNUAL REPORT 2013 33 CORPORATE GOVERNANCE STATEMENT ASX GOVERNANCE PRINCIPLES AND ASX RECOMMENDATIONS The Australian Securities Exchange Corporate Governance Council sets out best practice recommendations, including corporate governance practices and suggested disclosures. ASX Listing Rule 4.10.3 requires companies to disclose the extent to which they have complied with the ASX recommendations and to give reasons for not following them. Unless otherwise indicated the best practice recommendations of the ASX Corporate Governance Council, including corporate governance practices and suggested disclosures, have been adopted by the Company for the full year ended 30 June 2013. In addition, the Company has a Corporate Governance section on its website: www.nrw.com.au which includes the relevant documentation suggested by the ASX Recommendations. The extent to which NRW has complied with the ASX Recommendations during the year ended 30 June 2013, and the main corporate governance practices in place are set out below. 34 Corporate Governance Statement NRW ANNUAL REPORT 2013 Corporate Governance Statement NRW ANNUAL REPORT 2013 35 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 PRINCIPLE 1: LAY SOLID FOUNDATION FOR MANAGEMENT AND OVERSIGHT The Board has implemented a Board Charter that details its functions and responsibilities together with those of the Chairman and individual Directors. Key responsibilities of the Board include: • approving the strategic objectives of the Group and establishing goals to promote their achievement; • monitoring the operational and fi nancial position and performance of the Group; • ensuring the Directors inform themselves of the Group’s business and fi nancial status; PRINCIPLE 2: STRUCTURE OF THE BOARD TO ADD VALUE BOARD COMPOSITION Details of the Directors in offi ce at the date of this report, including their qualifi cations, experience, date of appointment and their status as Non- Executive, independent or executive Directors are set out in the Director’s Report. The Board Charter (a copy of which has been published on the Company’s website) currently provides that at least one third of its Directors will be independent Non-Executive Directors and that the Chairman must also be an independent Non- Executive Director. • establishing investment criteria including acquisitions and divestments, approving investments, and implementing ongoing evaluations of investments against such criteria; The Board currently has four Directors, three of whom are Non-Executive. The three Non-Executive Directors, including the Chairman, are considered to be independent. • providing oversight of the Company, including its control and accountability systems; The roles of the Chair and Managing Director are exercised by different individuals. • exercising due care and diligence and sound INDEPENDENT DECISION-MAKING business judgment in the performance of those functions and responsibilities; The Board agrees that all Directors should bring an independent judgement to bear in decision-making. • considering and approving the Group’s budgets; Accordingly, the Board: • reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance; • monitoring senior management’s performance and implementation of strategy and ensuring appropriate resources are available; • ensuring that business risks facing the Group are, where possible, identifi ed and that appropriate monitoring and reporting internal controls are in place to manage such risks; • approving and monitoring fi nancial and other reporting; and • ensuring the Company complies with its responsibilities under the Corporations Act, the ASX Listing Rules, the Company’s Constitution and other relevant laws and regulations. • has adopted a procedure for Directors to take independent professional advice if necessary at the Company’s expense (with the prior approval of the Chairman, which will not be unreasonably withheld); • as much as is reasonably practicable within the constraints of its current Board size and structure, sets aside sessions at its scheduled meetings to confer without management present; • has described in the Board Charter the considerations it takes into account when determining independence. DIRECTOR INDEPENDENCE The Board’s Charter lists relationships it takes into account when determining the independent status of Directors. Criteria that the Board takes into account when determining Director independence include that the Director: • is not a substantial shareholder of the Company or an offi cer of, or otherwise associated directly 36 Corporate Governance Statement NRW ANNUAL REPORT 2013 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 with a substantial shareholder of the Company (as defi ned in section 9 of the Corporations Act 2001); • has not, within the last three years, been employed in an executive capacity by a member of the Group, or been a director after ceasing to hold any such employment; • has not, within the last three years, been a principal of a material professional adviser or a material consultant to the Group, or an employee materially associated with the service provided; • is not a material supplier or customer of the Group, or an offi cer of or otherwise associated, directly or indirectly, with a material supplier or customer; • has no material contractual relationship with the Group other than as a director of the Company; • has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company; and • is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company. The Board has reviewed the independence status of its Directors and has determined the following Directors to be “independent” (in accordance with the criteria listed above): • Dr Ian Burston (Chairman) • Mr Michael Arnett • Mr John Cooper The period of offi ce held by each Director in offi ce is as follows: Director Date Appointed Period in offi ce Due for Re-election Dr Ian Burston 27 July 2007 6 years 2013 AGM Mr Julian Pemberton Mr Michael Arnett Mr John Cooper 1 July 2006 7 years Not Applicable 27 July 2007 6 years Not Applicable 29 March 2011 2 years 2013 AGM CONFLICTS OF INTEREST A Director’s obligations to avoid a confl ict of interest are set out in the Board Charter and reinforced in the Code of Conduct – The Company’s Obligations to Stakeholders. Directors and employees of the Company are expected to act at all times in the Company’s best interests and to exercise sound judgment unclouded by personal interests or divided loyalties. They must avoid the appearance of, as well as actual, confl icts of interest both in their performance of duties for the Company and in their outside activities. The Charter states that Directors must comply strictly with Corporations Act requirements and the Board Charter for the avoidance of confl icts. NOMINATION AND REMUNERATION COMMITTEE The Board has established a Nomination and Remuneration Committee and adopted a Charter that sets out the committee’s role and responsibilities, composition and membership requirements. Nomination responsibilities: The role of the Nomination and Remuneration Committee when carrying out its Nomination responsibilities includes: • identifying nominees for directorships and other key executive appointments; • the composition of the Board; • ensuring that effective induction and education procedures exist for new Board appointees and key executives; and • ensuring that appropriate procedures exist to assess and review the performance of the Chair, Executive and Non-Executive Directors, senior management, Board committees and the Board as a whole. The responsibilities of this Committee with respect to remuneration are set out under Principle 8. Composition of the Committee The Committee Charter states that the composition should include: • a minimum of three members, the majority of whom must be independent, and • a Chairman who is an independent Director. Corporate Governance Statement NRW ANNUAL REPORT 2013 37 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 Committee membership is disclosed in the Directors Report included as part of the Annual Report along with details of meetings attended. Membership is consistent with the composition requirements of the Charter and the recommendations of the ASXCGC Principles. During the 2013 fi nancial year two meetings of the Nomination & Remuneration Committee were held. Certain responsibilities of the Nomination and Remuneration Committee were also considered at Board meetings by the full Board as required. SELECTION, APPOINTMENT, INDUCTION AND CONTINUING DEVELOPMENT PROCESSES Directors must retire at the third AGM following their election or most recent re-election. At least one third of Directors must stand for election at each AGM. Any Director appointed to fi ll a casual vacancy since the date of the previous AGM must submit themselves to shareholders for election at the next AGM. Re-appointment of Directors by rotation is not automatic (the above retirement and re-election provisions do not apply to the Managing Director). All notices of meeting at which a Director is standing for election or re-election are accompanied by information to enable shareholders to make an informed decision. As part of the induction process, meetings will be arranged with other Board members and key executives prior to the Director’s appointment. All Directors are expected to maintain the skills required to discharge their obligations to the Company. Directors are encouraged to undertake continuing professional education and where this involves industry seminars and approved education courses, to be paid for by the Company where appropriate. The skills, experience and expertise relevant to the position of director held by each director in offi ce at the date of the Annual Report is set out in the Directors Report included in the Annual Report. The Board will undertake an annual performance evaluation that reviews: • performance of the Board against the requirements of the Board Charter; • performance of Board Committees against the requirements of their respective Charters; • individual performances of the Chair, Managing Director, Directors, and Chief Executive Offi cer and • The Board Charter, the Committee Charters and the procedures of the Board with a view to continuous improvement. COMPANY SECRETARY The Company Secretary plays an important role in supporting the effectiveness of the Board by monitoring that Board policy and procedures are followed, and co-ordinating the timely completion and despatch of board agenda and briefi ng material. The responsibilities of the Company Secretary are stated in the Board Charter. All Directors have access to the Company Secretary. The appointment and removal of the Company Secretary is a matter for decision by the Board. PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING CODE OF BUSINESS ETHICS AND CONDUCT NRW has adopted a Code of Business Ethics and Conduct that applies to its Directors, management and employees and which seeks to establish the minimum standards the Board believes are necessary to maintain the highest level of confi dence for all stakeholders in the integrity of the NRW group. This Code is published on the Company’s website. DIVERSITY POLICY The Committee is also required to assess the skills, experience and personal qualities of any candidate in line with the principles and objectives of the Company’s Diversity Policy which is available on the Company website. NRW currently has no women Directors although the Company is actively seeking suitable candidates. The percentage of females in the workforce is approximately 15.4% and 10% of senior management are women. SECURITIES DEALING POLICY The Board has adopted a Securities Dealing Policy that is binding on all Directors, employees, contractors, consultants and advisers to NRW. The Policy is intended to assist in maintaining market confi dence in the integrity of dealings in the Company’s securities. 38 Corporate Governance Statement NRW ANNUAL REPORT 2013 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 This Policy is provided to all new employees at induction. The Company will obtain a periodic acknowledgement from members of the management team of their compliance with this policy. PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING AUDIT AND RISK MANAGEMENT COMMITTEE The Board has established an Audit and Risk Management Committee to assist the Board in discharging its oversight responsibilities and has adopted a formal Charter that sets out the Committee’s role and responsibilities, composition and membership requirements. The role of the Audit and Risk Management Committee includes: • reviewing the integrity of management’s presentation of the Company’s fi nancial position; • reviewing the integrity of management reporting on Company performance in all other key operational compliance areas subject to external audit; and • ensuring the independence and competence of the Company’s external auditors. In order to assist the Audit and Risk Management Committee, chartered accountants and business advisors Grant Thornton have been engaged to conduct internal audit of systems and processes for the NRW Holdings Limited Group of companies. COMPOSITION OF THE COMMITTEE The Board has determined that the Audit and Risk Management Committee should comprise: • at least three members Committee membership is disclosed in the Directors’ Report included as part of the Annual Report along with details of meetings attended. Membership is consistent with the composition requirements of the Charter and the ASX Principles. The Charter is published on the Company’s website. The website also contains information on the procedures for the selection and appointment of the external auditor and for the rotation of external audit partners. PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE The Company is committed to ensuring that: • all investors have equal and timely access to material information concerning the Company – including its fi nancial situation, performance, ownership and governance • Company announcements are factual and presented in a clear and balanced way. The Board has adopted a Continuous Disclosure Policy that complies with ASX and other statutory obligations with the Company Secretary responsible for external communications. PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS The Company is committed to effective communications with its shareholders, providing them with understandable and accessible information about the Company and facilitating shareholder participation at general meetings. The Board has established a Shareholder Communications Policy, its purpose being to set out in conjunction with the Continuous Disclosure obligations: • a majority of independent Non-Executive Directors • an independent chair who is not the Chair of the Board. • Company strategy; • strategy implementation; and In addition, the Audit and Risk Management Committee should include: • members who are fi nancially literate • at least one member with relevant qualifi cations and experience • at least one member with an understanding of the industry in which the entity operates. • fi nancial results fl owing from the implementation of Company strategy. The full Shareholder Communications Policy is published on the Company website. ELECTRONIC COMMUNICATIONS The Company maintains an up-to-date website on which all ASX and media announcements are posted. Prior to the AGM shareholders are also Corporate Governance Statement NRW ANNUAL REPORT 2013 39 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 invited to submit questions to the Company through the offi ce of the Company Secretary. EXTERNAL AUDITOR’S AGM ATTENDANCE The external auditor is required to attend the Company’s AGM and to respond to questions from shareholders about the conduct of the audit and the preparation and content of the auditor’s report. appointment of an internal auditor. The Board has received an assurance from the Managing Director and Chief Financial Offi cer that there is a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to the fi nancial reporting risks. PRINCIPLE 7: RECOGNISE AND MANAGE RISK RISK MANAGEMENT POLICY The Company has adopted a Risk Management Policy, the primary objective of which is to ensure that the Company maintains an up-to-date understanding of areas where the Company may be exposed to risk and compliance issues and implement effective management of those issues. This Policy is published on the Company’s website under the Charter of Audit and Risk Management. Oversight of Risk Management is undertaken by the amalgamated Audit and Risk Management Committee. This Committee assists the Board in its oversight role by: • the implementation and review of risk management and related internal compliance and control systems; • monitoring the Company’s policies, programs and procedures to ensure compliance with relevant laws, the Company’s Code of Conduct; and, • the establishment and ongoing review of the Company’s corporate governance policies, procedures and practices. The Board require management to report to it, directly, or through the Audit and Risk Management Committee, as to the effectiveness of the Company’s management of its material business risks. The Managing Director is required to report to the Board on the progress of, and on all matters associated with, risk management. The Managing Director is to report to the Board as to the effectiveness of the Company’s material business risks at least annually. NRW has established a risk management foundation that will be developed and enhanced over time to meet best practice standards including the recent PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY NOMINATION AND REMUNERATION COMMITTEE The Board has established a Nomination and Remuneration Committee and adopted a Charter that sets out the Committee’s role and responsibilities, composition and membership requirements. Remuneration responsibilities: The role of the Nomination and Remuneration Committee when carrying out its Remuneration responsibilities includes responsibility for providing the Board with advice and recommendations regarding the ongoing development of an executive remuneration policy that: • is designed to attract, maintain and motivate directors and senior management with the aim of enhancing the performance and long-term growth of the Company; and • clearly sets out the relationship between the individual’s performance and remuneration. • complies with the reporting requirements relating to the remuneration of directors and key executives as required by ASX Listing Rules, Accounting Standards and the Corporations Act. The Committee must review the remuneration policy and other relevant policies on an ongoing basis and recommend any necessary changes to the Board. The composition requirements for and membership of this Committee is consistent with the Charter and with ASXCGC Principles. Committee membership is disclosed in the Directors’ Report included as part of the Annual Report along with details of meetings attended. A copy of this Committee’s Charter is on the Company’s website. 40 Corporate Governance Statement NRW ANNUAL REPORT 2013 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2013 EXECUTIVE REMUNERATION The Board periodically reviews executive remuneration practices with a view to ensuring there is an appropriate balance between fi xed and incentive pay, and that the balance refl ects short and long term performance objectives appropriate to the Company’s circumstances and goals. shareholders for their consideration and non- binding vote at the Company’s AGM • taking into account the outcome of the non- binding shareholder vote when determining future remuneration policy and, • providing a response to shareholder questions on policy where appropriate. Executive remuneration will be published in the Remuneration Report in the Company’s Annual Report each year (including the Remuneration Report contained in this Annual Report). NON-EXECUTIVE DIRECTOR REMUNERATION ASX guidelines for appropriate practice in Non-Executive director remuneration are that Non-Executive directors should: • normally be remunerated by way of fees (in the form of cash, non-cash benefi ts, superannuation contributions or salary sacrifi ce into equity) • not normally participate in schemes designed for the remuneration of executives • not receive options or bonus payments • not be provided with retirement benefi ts other than superannuation. The Company’s current practice for remunerating Non-Executive Directors is consistent with these guidelines. The details of Directors’ remuneration are set out in the Remuneration Report contained in the Annual Report. REMUNERATION POLICY DISCLOSURES Disclosure of the Company’s remuneration policies is best served through a transparent and readily understandable framework for executive remuneration that details the costs and benefi ts. The Company intends to meet its transparency obligations in the following manner: • publishing a detailed Remuneration Report in the Annual Report each year • continuous disclosure of employment agreements with key executives where those agreements, or obligations falling due under those agreements, may trigger a continuous disclosure obligation under ASX Listing Rule 3.1. • presentation of the Remuneration Report to Corporate Governance Statement NRW ANNUAL REPORT 2013 41 FINANCIAL REPORT CONTENTS PAGE FINANCIAL REPORT DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION DIRECTORS’ DECLARATION CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CHANGES OF EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION INDEPENDENT AUDITOR REPORT 43 45 69 70 71 72 73 74 75 128 130 42 Financial Report NRW ANNUAL REPORT 2013 Financial Report NRW ANNUAL REPORT 2013 43 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 The Directors present their report together with the fi nancial report of NRW Holdings Limited (“the Company”) and of the Consolidated Group (also referred to as “the Group”), comprising the Company and its subsidiaries, for the fi nancial year ended 30 June 2013. DIRECTORS The following persons held offi ce as Directors of NRW Holdings Limited during the fi nancial year and up to the date of this report: Name Status Qualifi cations, special responsibilities and other Directorships Dr Ian Burston Chairman Dr Ian Burston was appointed as a Director and Chairman on 27 July 2007. Independent Non-Executive Director His career includes former positions as Managing Director of Portman Limited, Managing Director and Chief Executive Offi cer of Aurora Gold Ltd, Chief Executive Offi cer of Kalgoorlie Consolidated Gold Mines Pty Ltd, Vice President – WA Business Development of CRA Ltd and Managing Director of Hamersley Iron Pty Ltd. He was a Non-Executive Director of the Esperance Port Authority for ten years, Chairman of the Broome Port Authority and Executive Chairman of Cape Lambert Iron Ore Ltd. Dr Burston is currently a Non-Executive Director of Mincor Resources NL, Kansai Mining Corporation and Kogi Iron Limited. Dr Burston has a Bachelor of Engineering (Mech) degree from Melbourne University and a Diploma in Aeronautical Engineering from Royal Melbourne Institute of Technology. He has completed the Insead Management Course in Paris and the Harvard Advanced Management Program in Boston. He was awarded the Western Australian Citizen of the Year (category of Industry and Commerce) in 1992, the Order of Australia (General Division) in 1993 and an Honorary Doctor of Science (Curtin) in 1995. Dr Burston has held the following directorships of listed companies in the three years immediately before the end of the fi nancial year: • Non-Executive Director, Mincor Resources NL (Current) • Non-Executive Director, Kogi Iron Limited (Current) • Non-Executive Director, Kansai Mining Corporation (Current) • Non-Executive Director, Fortescue Metals Group (Resigned 2011) Julian Pemberton Chief Executive Offi cer and Managing Director Mr Pemberton was appointed as a Director on 1 July 2006. Appointed as Chief Executive Offi cer and Managing Director 7 July 2010. He has over 25 years of experience in business, sales and management in both Australia and the United Kingdom. Mr Pemberton joined NRW in 1997 and initially worked on site before progressing into the sales and hire area. He has held roles as Operations Manager, General Manager and Chief Operating Offi cer for NRW prior to his current role. 44 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 Name Status Qualifi cations, special responsibilities and other Directorships Michael Arnett Non-Executive Director Mr Arnett was appointed as a Director on 27 July 2007. Mr Arnett is a former partner of and member of the Board of Directors and national head of the Natural Resources Business Unit of the law fi rm Norton Rose (formally Deacons). Michael has been involved in signifi cant corporate and commercial legal work for the resource industry for over 20 years. Mr Arnett is currently Chairman and a Non-Executive Director of New Guinea Energy NL. Mr Arnett has held the following directorships of listed companies in the three years immediately before the end of the fi nancial year: • Chairman, New Guinea Energy NL (Current) • Non-Executive Director, Nexus Energy Limited (Resigned 2012) • Non-Executive Director, Global Resources Corporation Limited (Resigned 2011) John Cooper Non-Executive Mr Cooper was appointed as a Director on 29 March 2011. Director Mr Cooper has held a range of very senior executive management and Board roles associated with development of major capital works throughout Australia and internationally. In 21 years with Concrete Constructions, Mr Cooper project managed major construction projects and was in charge of the group’s South East Asian and Australian operations. He also headed CMPS&F, a design engineering and project management organisation specialising in oil and gas pipelines and compressor stations, mining and mine design, infrastructure and environmental contracts in Australia and South East Asia. Mr Cooper held a role with the Sydney Olympic Games Organising Committee, responsible for all contingency planning and technology/Games management. In August 2006, Mr Cooper was appointed by the South African conglomerate, Murray and Roberts Ltd, as its representative and Deputy Chairman on the Clough Limited Board, formulating overall strategy for the business and taking on an interim CEO position until a new management team was put in place in the restructured organisation. In 2007 Mr Cooper was appointed to Murray and Roberts’ international board which was responsible for group operations outside of South Africa, including the Middle East, Canada, Australia and the United Kingdom. After retiring from the Murray and Roberts Group in 2010 he was subsequently appointed to the advisory council to the Bilfi nger Berger Services group to assist in strategy and management development and planning. Mr Cooper has held the following directorships of listed companies in the three years immediately before the end of the fi nancial year: • Non-Executive Director and Chairman, Southern Cross Electrical Enigineering Limited (Current) • Non-Executive Director, Aurizon Holdings Limited (Current) • Non-Executive Director, Flinders Mines Limited (Resigned 2012) • Non-Executive Director, Neptune Marine Limited (Resigned 2013) Financial Report NRW ANNUAL REPORT 2013 45 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 COMPANY SECRETARY STATE OF AFFAIRS Mr Kim Hyman was appointed to the position of company secretary on 10 July 2007. Mr Hyman has responsibility for company secretarial services and coordination of general legal services, as well as the risk management portfolio. There were no signifi cant changes in the state of affairs of the Company or the Group during the fi nancial year. SIGNIFICANT EVENTS AFTER YEAR END DIRECTORS’ MEETINGS The number of Directors’ meetings and number of meetings attended by each of the Directors of the Company during the fi nancial year are: No matter or circumstance has arisen since the end of the fi nancial year that has signifi cantly affected, or may signifi cantly affect, the Group’s operations, the results of those operations, or its state of affairs in future fi nancial years. LIKELY DEVELOPMENTS Likely developments in the Group’s operations in future fi nancial years and the expected results of those operations are reported, as appropriate, in the Year in Review on 7 to 30 in this Annual Financial Report. ENVIRONMENTAL REGULATIONS The Group holds various licenses and is subject to various environmental regulations. No known environmental breaches have occurred in relation to the Group’s operations. DIVIDENDS A fully franked interim dividend of $0.08 per ordinary share was paid during the fi nancial year ended 30 June 2013 (2012: $0.08 per ordinary share). The Directors have declared a fully franked fi nal dividend of $0.05 per ordinary share, in relation to 30 June 2013, payable on 29 October 2013 (2012: $0.10 per ordinary share). Director Ian Burston Julian Pemberton Michael Arnett John Cooper Directors’ Meetings Attended Directors’ Meetings Held 8 8 8 8 8 8 8 8 During the 2013 fi nancial year two meetings of the Nomination & Remuneration Committee were held. Certain responsibilities of the Nomination and Remuneration Committee were also considered at Board meetings by the full Board as required. The Audit and Risk Management Committee met in conjunction with each Board Meeting held. The members of this Committee are Michael Arnett (Chairman), Ian Burston and John Cooper PRINCIPAL ACTIVITIES The principal continuing activities of the Group, comprising the Company and the entities that it controlled during the fi nancial year, were: • civil contracting services • mining services • equipment sales • fabrication, quarantine and repair services • drilling and blasting services. REVIEW OF OPERATIONS AND RESULTS The net profi t after tax of the consolidate entity for the year was $74.11 million (2012: $97.1 million). A review of the operations and results for the Group for the fi nancial year to 30 June 2013, as well as information on the fi nancial position of the Group, is set out in the Year in Review on pages 7 to 30 in this Annual Financial Report. 46 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 DIRECTORS’ INTERESTS AUDITOR As at the date of this report, the relevant interest of each Director in the ordinary share capital of the Company was: The Company’s auditor is Deloitte Touche Tohmatsu who was appointed at the AGM held on November 28, 2007. Director Ordinary Shares (NWH) Julian Pemberton Ian Burston John Cooper Michael Arnett 2,936,583 329,492 55,000 280,474 Transactions between entities within the Group and Director-related entities are set out in Note 36 to the fi nancial statements. OPTIONS OVER UNISSUED SHARES OR INTERESTS Other than those mentioned in the remuneration policy, there were no options for ordinary shares on issue during the fi nancial year, and none had been granted or were on issue as at the date of this report. PERFORMANCE RIGHTS OVER UNISSUED SHARES OR INTERESTS As at the date of this report, there are 1,807,552 Performance Rights on issue by the company. During the year 96,849 (2012: 1,710,703) Performance Rights were issued to Key Management Personnel (KMP) under the terms of the Company’s Long-Term Incentive (LTI) Plan as approved by shareholders on 23 November 2011 and since the end of the fi nancial period, no performance rights were forfeited or cancelled. Performance Rights have no exercise price on vesting and upon exercise result in the issuance of ordinary shares. No performance rights holder has any right under the terms of the performance rights to participate in any other share issue of the Company. Details of Performance Rights granted to Executives as part of their remuneration are set out in the Remuneration Report on pages 51 to 68. During the fi nancial year there were no offi cers of the Company who were former partners or directors of Deloitte. AUDITOR’S INDEPENDENCE AND NON-AUDIT SERVICES The Directors received the Auditor’s Independence Declaration from the auditor of the Company, which is included on page 69 of this report. Details of amounts paid or payable to the auditor for non-audit services provided during the year are outlined in Note 38 page 125 to the fi nancial statements. The Directors are satisfi ed that the provision of non-audit services, during the year, by the auditor (or by another person or fi rm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are of the opinion that the services as disclosed in Note 38 (page 125) to the fi nancial statements do not compromise the external auditors’ independence, based on advice received from the Audit and Risk Management Committee, for the following reasons: • All non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and • None of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. Financial Report NRW ANNUAL REPORT 2013 47 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS The Company has executed a deed of access, indemnity and insurance in favour of each Director. The indemnity requires the Company to indemnify each Director for liability incurred by the Director as an offi cer of the Company subject to the restrictions prescribed in the Corporations Act 2001. The deed also gives each Director a right of access to Board papers and requires the Company to maintain insurance cover for the Directors. The Company has also executed an indemnity and insurance deed in favour of certain executives of the Company. The deed requires the Company to indemnify each of these executives for liability incurred by them as executives of NRW subject to the restrictions prescribed in the Corporations Act 2001. The deed also requires the Company to maintain insurance cover for these executives. The total amount of insurance premiums paid during the fi nancial year was $252,546 (2012: $259,208.). The Company has not otherwise, during or since the end of the fi nancial year, except to the extent permitted by law, indemnifi ed or agreed to indemnify an offi cer or auditor of the Company or of any related body corporate against a liability incurred as such an offi cer or auditor. 48 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 LETTER FROM THE NOMINATION & REMUNERATION COMMITTEE CHAIR - UNAUDITED Holdings Limited NRW PTY LTD ABN: 69 828 799 317 181 Great Eastern Highway, Belmont, Western Australia 6104 PO Box 592, Welshpool, Western Australia 6986 Tel +61 (0)8 9232 4200 Fax +61 (0)8 9232 4234 Web www.nrw.com.au 21 August 2013 Dear Shareholders, The NRW Nomination and Remuneration Committee (N&RC) and NRW Board are pleased to present the 2013 Remuneration Report. This report explains the remuneration programme that NRW has applied over the last 12 months. These programmes ensure NRW can maintain and extend our competitive position through retaining its key executives and attracting best-in-market executives to our Company. We have developed these programmes to ensure a strong link between executive key management personnel (Executive KMP) incentives and three core components of shareholder value – NRW maintaining its competitive position and strength, growth in earnings and ensuring that capital utilised to grow earnings achieves an attractive Return on Capital Employed (ROCE). For the 2013 year, key remuneration outcomes can be summarised as follows: (cid:135) Fixed remuneration for Executive KMP was reviewed and it was determined that no changes would be made, however the level of fixed remuneration will be reviewed at the interim result. (cid:135) Performance based remuneration was significantly diminished in light of outcomes relating to key measures including Earnings Per Share Growth and relative Total Shareholder Return. The number of Long Term Incentive (LTI) awards and Short Term Incentive (STI) awards granted has been reduced in respect of NRW’s performance in FY13. (cid:135) The Non-Executive Director fee pool is unchanged following the increase at the 2012 AGM. Further detail regarding the components and outcomes of NRW’s remuneration programme are set out in the Remuneration Report. NRW is committed to ensuring the remuneration programme we have in place supports our growth profile and business strategy, takes into account the characteristics and conditions of the markets we work in and takes into account the views of our shareholders. Yours sincerely, Michael Arnett Chairman Nomination & Remuneration Committee Civil & Mining 181 Great Eastern Highway, Belmont, Western Australia 6104 PO Box 592, Welshpool, Western Australia 6986 50 Belgravia Street, Belmont, Western Australia 6104 PO Box 692, Belmont, Western Australia 6984 103 Stirling Crescent, Hazelmere, Western Australia 6055 Po Box 1189, Midland, Western Australia, 6936 Tel +61 (0)8 9232 4200 Fax +61 (0)8 9232 4234 Tel +61 (0)8 9232 4306 Fax +61 (0)8 9232 4432 Tel +61 (0)8 9274 1736 Fax +61 (0)8 9274 5684 Financial Report NRW ANNUAL REPORT 2013 49 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 REMUNERATION REPORT (AUDITED) The information provided in this report has been prepared based on the requirements of the Corporations Act 2001 and the applicable accounting standards. The report has been audited. The report outlines the remuneration arrangements for the company for the period to 30 June 2013 for the following individuals, who are the Key Management Personal (KMP) of the company: Name Position held Resigned/Appointed Non-Executive Directors Dr I Burston Mr J Cooper Mr M Arnett Executive Director Chairman and Non-Executive Director Appointed as Non-Executive Director, 27 July 2007 Non-Executive Director Non-Executive Director Appointed as Non-Executive Director, 29 March 2011 Appointed as Non-Executive Director, 27 July 2007 Mr J Pemberton Managing Director and Chief Executive Offi cer Appointed as a Director of the Company 1 July 2006 and as Chief Executive Offi cer 7 July 2010. Executives Mr W Rooney Managing Director – NRW Civil & Mining Appointed 1 October 2008 Mr M Stewart General Manager – NRW Civil Appointed 1 July 2008 Mr T Cook General Manager – NRW Mining – WA, NT and Overseas Appointed 30 May 2011 - Resigned 7 December 2012 Mr T Raschella Acting Chief Financial Offi cer Acting appointment 7 August 2013. Mr W Fair General Manager – Action Drill & Blast Pty Limited Appointed 1 March 2012 Mr M Wallace Chief Financial Offi cer Appointed 8 December 2008 - Left on 7 August 2013 Mr K Hyman Company Secretary, Risk Management & Legal Appointed 10 July 2007 The report refers to both Non-Executive Directors and Executive KMP. Unless noted Executive Directors are included in discussion of Executive KMP. The Remuneration Report is divided into the following sections: Section 1. 2. 3. 4. 5. 6. Remuneration Governance Five Year Snapshot Executive KMP Remuneration Arrangements Executive KMP Remuneration Outcomes Non-Executive Director Remuneration Other Statutory Disclosures Page 52 53 53 58 65 66 50 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 GLOSSARY The following terms used throughout our Remuneration Report are defi ned here: ASX EPS Australian Securities Exchange Earnings Per Share Executive KMP Executive full time employees of NRW that are Key Management Personnel, i.e. KMP excluding Non- Executive Directors FY12 FY13 FY14 KMP LTI N&RC NRW The fi nancial year ending 30 June 2012 The fi nancial year ending 30 June 2013 The fi nancial year ending 30 June 2014 Key Management Personnel according to the defi nition of that term in the Corporations Act 2001 (Cth), including Non-Executive Directors Long Term Incentive Nomination and Remuneration Committee NRW Holdings Limited NRW Performance Rights Plan The Performance Rights plan of NRW approved by shareholders in general meeting on 23 November 2011 Performance Right A right that converts into one ordinary share in NRW on the meeting of the specifi ed Vesting Conditions on the specifi ed vesting dates Relative TSR Relative Total Shareholder Return ROCE STI Return on Capital Employed Short Term Incentive Vesting Conditions The Vesting Conditions that apply to the vesting of Performance Rights granted by NRW to its Executive KMP under the NRW Performance Rights Plan VWAP Volume Weighted Average Price of NRW ordinary shares quoted on the ASX 1. REMUNERATION GOVERNANCE NRW has established a Nomination and Remuneration Committee (N&RC) consisting of Michael Arnett, Ian Burston and John Cooper, being all of NRW’s independent Non-Executive Directors. The N&RC is responsible for making recommendations to the Board on the remuneration arrangements for Non-Executive Directors and Executive KMP as set out in the N&RC Charter. The N&RC provides advice, recommendation and assistance to the Board with respect to: • The remuneration of Non-Executive Directors, including the Chair of the Board; • The remuneration policies which are designed to attract and retain Executives with the expertise to enhance the competitive advantage, performance and growth of NRW; • Ensuring that the level and composition of Executive remuneration packages are fair, reasonable and adequate, and display a clear relationship between the performance of the individual and performance of NRW; • Termination and redundancy policies and the payments made to outgoing Executives; • Disclosures to be included in the corporate governance section of NRW’s annual report which relate to NRW’s remuneration policies and procedures. The N&RC is mandated to engage external and independent remuneration advisors who do not have a relationship with or advise NRW management. During the reporting period the N&RC did not engage any such advisors. However during this period the N&RC took an active role in meeting and liaising with some of Financial Report NRW ANNUAL REPORT 2013 51 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 NRW’s shareholders as well as shareholder proxy groups to discuss directly their views in respect of market remuneration practices, NRW’s remuneration programme and how the market practices can be best applied to NRW’s remuneration programme. The N&RC met twice during the reporting period. 2. FIVE YEAR SNAPSHOT Measure 2013 2012 2011 2010 2009 Market Capitalisation (30 June) $ 253.8 million $842.2 million $778.1 million $246.2 million $238.7 million Share Price at end of year Share Price at beginning of year $0.91 $3.02 $3.02 $2.79 $2.79 $0.98 $0.98 $0.95 $0.95 $1.95 Total Revenue EBITDA EPS EPS Growth $ 1,374.4 million $1,360.8 million $751.2 million $615.6 million $519.0 million $168.3 million $195.9 million $95.5 million $87.5 million $81.2 million 26.6 cents 34.8 cents 16.1 cents 14 cents 15 cents (23.3%) 116% 15% (7%) 10% Net Profi t After Tax $ 74.1 million $97.1 million $41.2 million $35.1 million $37.1 million Return on Capital Employed Interim Dividend paid Final Dividend declared in respect of the year Annual Total Shareholder Return (%) 30.9% $0.08 $0.05 (67%) 44.6% $0.08 $0.10 15% 29.6% $0.04 $0.05 194% 31.4% $0.03 $0.03 9% 32.3% $0.01 $0.01 (50%) 3. EXECUTIVE KMP REMUNERATION ARRANGEMENTS 3.1 EXECUTIVE KMP REMUNERATION STRATEGY & MIX NRW’s executive remuneration programme has the following over-arching principles: • Set remuneration policy and positioning to maintain and extend NRW’s competitive advantage and positioning: NRW believes that its fi xed and at-risk remuneration must be in the top quartile of competitive benchmarking in order to attract and retain best-in-market individuals as its Executive KMP. The Board believes that this approach is also required given the relatively small pool of experienced executive talent that exists in the industry and markets in which NRW competes. NRW’s view is that this positioning is fundamental to maintaining NRW’s competitiveness, fi nancial performance leadership relative to peers and leadership in customer satisfaction with projects that NRW delivers. • Adapt market practice, benchmark to direct competitors, relate to the risk and competitive environment: The industry and markets that NRW competes in have signifi cantly different operating risks and a signifi cantly smaller pool of experienced talent compared to companies with a market capitalisation similar to NRW’s market capitalisation (+/- 50%). Accordingly whilst NRW’s remuneration programme takes account of relevant market practices, benchmarking of individual positions are weighted heavily to directly comparable companies and competitors, as opposed to the data of similar sized companies. Remuneration policies in general are overlaid with and take account of the risks in and competitive nature of NRW’s operating environment. • Ensure at-risk remuneration is set against demanding levels that themselves are balanced to the long term stability of the Company: NRW’s approach to at-risk remuneration for both STI and LTI awards is that achievement of budgeted levels of performance result in only modest incentive awards and that demanding levels of performance are required to deliver what would be a top-quartile remuneration outcome for a 52 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 given KMP member. Whilst the demanding levels of performance are predominantly quantitative / fi nancial in nature, the targets take into account the quality of fi nancial outcomes. That is, they are structured to ensure that executives pursue growth in a way that does not compromise the value of NRW in the medium to long term. For example, NRW pays attention to ROCE metrics to ensure that EPS Growth is pursued with a keen eye to minimising the amount of capital that must be utilised to generate EPS Growth. • Proportions of fi xed and variable remuneration should weight toward variable as performance levels increase: Maximum award levels are structured to ensure that at the maximum level of remuneration there is a signifi cant weighting to variable (STI and LTI) components of remuneration. This weighting is increased the more senior the role and the higher the level of responsibility that the individual has for earnings, personnel and strategy. The relative mix of STI to LTI is also considered in the context of the nature and level of responsibility of the individual’s role, the desire of the Company to have its Executive KMP owning NRW shares and also succession planning requirements. 3.2 STRUCTURE OF EXECUTIVE KMP REMUNERATION The NRW remuneration programme and consequently the remuneration components for each Executive KMP member comprise: • Fixed remuneration: comprising salary, benefi ts that the individual elects, superannuation and applicable taxes. Fixed remuneration is set with reference to role, market and relevant experience, which is reviewed annually and upon promotion. In determining the appropriate remuneration quantum, the N&RC reviews information from databases to which NRW subscribes: Aon Hewitt McDonald Australia, CRA Plan Advisors, available market data for direct competitors, companies of a similar size to NRW (based on market capitalisation) and similar industry (i.e. Capital Goods, Energy and Materials, Metals and Mining, Oil, Gas and Consumable Fuels industry group companies). This comparator group is deemed to be appropriate as it represents the companies from whom talent is likely to be recruited, and to whom talent may be lost, and therefore competitive remuneration against these groups is assessed in setting fi xed remuneration levels for NRW’s key management personnel. • Short term incentive (STI): determination of an STI award is made against annual performance criteria established at the beginning of each fi nancial year. STI awards are typically payable in cash. At the election of the N&RC, the after tax amount of a portion of an STI award might in some circumstances be paid in ordinary NRW shares. This may occur, for example, where an individual has achieved a high nominal STI award, or where the balance of an overall award (inclusive of fi xed remuneration, STI and LTI) is overweight in STI. Any portion of an STI can be deferred by the N&RC in its discretion with or without conditions extending beyond continued employment. Performance thresholds relating to STI awards are discussed further in Section 4 (page 58) • Long term incentive (LTI): An award of LTI is granted via Performance Rights under the NRW Performance Rights Plan. Any Performance Rights granted are subject to Vesting Conditions and vesting periods – these are discussed further below in Section 4. The 2012 fi nancial year award was intended as a transitionary award that provided for vesting in three tranches over three successive years. From the 2013 fi nancial year onwards the LTI award vests over a three-year performance period in one tranche. Executive KMP are not eligible to participate in dividends during the vesting period. Determination of an LTI award quantum is made against the same annual performance criteria that apply to STI awards – these are discussed further in Section 4. An LTI award quantum is then converted into a number of Performance Rights determined by dividing the quantum of the LTI award by the 60-day VWAP of the NRW share price as of the day that NRW announced its prior fi nancial year full-year result. For example, to determine the number of awards for the 2013 fi nancial year LTI, the LTI quantum will be divided by the 60-day VWAP of the NRW share price on the day on which NRW announced its FY12 result to the ASX (i.e. on 24 August 2012 using VWAP of $2.9605), Performance Rights granted are then subjected to Vesting Conditions that are tested on the applicable vesting date. Financial Report NRW ANNUAL REPORT 2013 53 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 As noted above STI and LTI awards are determined with reference to achievement against annual performance criteria and are based on a percentage of fi xed remuneration. 3.3 AWARD LEVELS RELATIVE TO FIXED REMUNERATION The following table sets out the range of award that Executive KMP were eligible for in FY13 under the STI and LTI components of NRW’s remuneration structure: STI Award as % Fixed Remuneration LTI Award as % Fixed Remuneration Maximum Award at Target level of Performance Maximum Award at Demanding level of Performance Maximum Award at Target level of Performance Maximum Award at Demanding level of Performance Chief Executive Offi cer Managing Director – NRW Civil & Mining Divisional General Managers, CFO 20% 20% 20% 55% 70% 70% 50% 30% 10% 150% 80% 60% Any determination of an award following the completion of a fi nancial year is based on: 1. The performance of an individual according to annual performance criteria set by the N&RC before the end of the fi rst quarter of a fi nancial year and measured against NRW’s audited results for that fi nancial year (where available); 2. Recommendations made to the N&RC by the CEO in respect of Executive KMP reporting to the CEO; 3. The N&RC’s consideration and recommendation to the Board of NRW; 4. The Board of NRW exercising its discretion in respect of STI and LTI awards within the boundaries of the maximum payment levels and the terms and conditions of the NRW Performance Rights Plan. 3.4 DETAILS OF INCENTIVE PLANS STI and LTI Awards Annual STI and LTI awards are determined against the same performance criteria. There is no automatic eligibility for the LTI. The initial performance criteria sets the quantum of the LTI award, which is then further subject to certain performance conditions (EPS growth, ROCE and relative TSR). The specifi cs and detail of the criteria are set by the N&RC before the end of the fi rst quarter in each fi nancial year and are shaped for each Executive KMP member according to their specifi c role and responsibilities. The criteria comprise the following types of measures and indicative weightings: • Financial measures – 80% weighting: Within this limb of the criteria targets are set at group and business unit levels. Typically, for a divisional General Manager, the Group target will be weighted as to 20-30%, and the business unit targets will be weighted as to 50-60%. The annual criteria will be set according to the overall Group targets and strategy, business unit targets and strategy and specifi c areas within each division that the Group executive determine require focus in that year. The criteria are revenue, contribution margin, net profi t after tax (Group), asset utilisation, cost ratios, order book quantum and tenure and capital expenditure management. • Safety measures – 10% weighting: Safety targets, and in particular NRW’s Lost Time Injury Frequency Rate (LTIFR) are set according to NRW’s Group safety targets, which in turn play a key part in NRW’s ability to maintain and secure demand for NRW’s services. • Personal measures – 10% weighting: Personal criteria relate to targets that are specifi c to an individual’s non-fi nancial performance, career development and leadership qualities. Whilst these targets are personal to the individual, they may include such measures focusing on areas required for leadership development, 54 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 staff turnover, succession planning requirements, strategic planning goals and outcomes. 3.5 LTI VESTING CONDITIONS NRW has two LTI awards in place, being awards granted in FY12 and awards granted in the current reporting period (FY13). The vesting criteria applicable to both LTI awards and the subsequent granting of Performance Rights under the NRW Performance Rights Plan are as follows: • EPS Growth – 40% weighting: EPS is a primary determinant of shareholder value in a listed company context. As such NRW views EPS Growth as an important metric for NRW KMP to focus on. EPS Growth is measured over the period that the vesting applies to. For example, an LTI award made in respect of FY13 will be measured as to growth in NRW’s EPS at the beginning of FY13 (end of FY12) to NRW’s EPS at the end of FY15. • ROCE – 30% weighting: As NRW’s business necessarily involves capital expenditures, in order to balance EPS Growth, NRW has adopted a ROCE measure to ensure that EPS and EPS Growth are being pursued with a keen eye on the amount of capital employed in generating net profi t after tax and thereby EPS. ROCE is determined according to the following formula: Earnings before interest tax and abnormals / (Average Net Assets – Average Cash + Average Debt – Average Intangibles) • Relative TSR – 30% weighting: NRW benchmarks its Total Shareholder Return (TSR) to ten direct competitors. Where insuffi cient competitors are listed on the ASX, NRW will assess companies that have similar degrees of complexity, personnel management, risk, revenue and turnover to NRW. The companies that NRW measures its Relative TSR against in respect of the FY12 LTI Award are; Ausenco Limited, Clough Limited, Macmahon Holdings Limited, Ausdrill Limited, Downer EDI Limited, Sedgman Limited, Decmil Group Limited, Brierty Limited, Maca Limited and Watpac Limited (FY12 Comparator Group). For FY13 NRW has used a comparator group that is the same as the FY12 Comparator Group except that Brierty Limited and Watpac Limited have been removed. The size and comparative strength of these companies warranted their removal and substitution by Bradken Limited and Transpacifi c Industries Limited, which the Board felt better represented comparator companies, given their market capitalisation, service delivery, capital goods utilisation and employee numbers. The following table sets out the vesting period cut-in and scaling of each of the vesting hurdles for the FY12 and FY13 awards: FY12 LTI Award FY13 LTI Award LTI Vesting Condition, Weighting EPS Growth, Weighting 40% ROCE, Weighting 30% Cut-in level 0% vesting at 4% EPS growth between last vesting date and current vesting date 0% vesting at 17% ROCE for most recently completed fi nancial year date Relative TSR, Weighting 30% A TSR ranking 6th position or worse will result in 0% vesting, Maximum vesting achieved at 100% of the EPS Growth limb vesting at 10% EPS growth between last vesting date and current vesting date 100% of the ROCE limb vesting at 25% ROCE for most recently completed fi nancial year date A TSR ranking 3rd position or better = 100% of the Relative TSR limb vests, Cut-in level 0% vesting at 4% EPS growth between last vesting date and current vesting date 0% vesting at less than 19.99% ROCE for most recently completed fi nancial year date A TSR ranking 6th position or worse will result in 0% vesting, Maximum vesting achieved at 100% of the EPS Growth limb vesting at 12% EPS growth 100% of the ROCE limb vesting at 30% ROCE A TSR ranking 3rd position or better = 100% of the Relative TSR limb vests, Financial Report NRW ANNUAL REPORT 2013 55 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 NRW has selected the three Vesting Conditions discussed above on the following basis: • EPS Growth is a fundamental measure of growth in shareholder value; • However, to ensure that EPS growth is pursued with a focus on the amount of capital required to generate EPS or NPAT, Return on Capital Employed (ROCE) is measured to ensure that the growth in EPS is achieved at or above NRW’s targeted levels of ROCE; • Relative Total Shareholder Return, whilst in NRW’s view is something that is infl uenced by the investing methodologies of investors that invest in shares of companies listed on the Australian Securities Exchange as opposed to the performance of NRW and its executives per se, NRW believes that it is important for the performance of its management to be measured against the total shareholder return that is achieved by direct competitor and peer companies that face a similar operating environment, opportunities and risks as NRW. considers it appropriate in the circumstances to consider the vesting of any unvested shares, the Board may determine that the Performance Rights will not lapse and will be tested against the Vesting Conditions on the applicable vesting dates. Upon change of control occurring in respect of NRW, the number of Performance Rights that can vest will be reduced to refl ect the period of time elapsed. For example if a takeover of NRW becomes unconditional two years after a grant of Performance Rights was made and that award was eligible for vesting at the third anniversary of it being granted, then two-thirds of the Performance Rights that were eligible to vest under that grant would be assessed against the Vesting Conditions up to the date of the takeover becoming effective. The Performance Rights which do not meet the Vesting Conditions at that point will lapse and expire. 3.8 EXECUTIVE SERVICE AGREEMENTS The Executive Service Agreements in place in respect of NRW’s KMP can be summarised as follows: • Are not fi xed term agreements and continue on 3.6 LTI VESTING PERIOD an ongoing basis until terminated; • Contain non-compete provisions restraining the executives from operating or being associated with an entity that competes with the business of NRW in Western Australia for 12 months after termination; • Provide for remuneration to be reviewed annually by NRW; All Executive KMP as listed in the remuneration table, are employed on standard letters of appointment that provide for annual reviews of base salary and between four and 12 weeks notice of termination by either party. The appointments are not for any fi xed term and carry no termination payments other than statutory entitlements. Remuneration for all KMP listed is determined by the N&RC under the guidelines contained in this remuneration report. Performance Rights granted under the FY12 LTI award are eligible to vest in three tranches as follows: • 34% on 15 September 2012, • 33% on 15 September 2013, and • 33% on 15 September 2014, subject to the performance of and testing against the Vesting Conditions. The Performance Rights granted under the FY13 LTI awards will be eligible to vest in a single tranche on 15 September 2015, subject to the performance of and testing against the Vesting Conditions. Any Performance Rights that are eligible to vest on a vesting date that do not meet the Vesting Conditions, lapse on that date and thereby are not eligible to vest at any subsequent date. 3.7 OTHER CONSIDERATIONS APPLICABLE TO LTI AWARDS & PERFORMANCE RIGHTS If a KMP’s employment with NRW ceases for reasons other than death or permanent disability, any unvested Performance Rights will lapse and expire. Where a KMP has died or becomes permanently disabled, or where the Board of NRW 56 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 4. EXECUTIVE KMP REMUNERATION OUTCOMES 4.1 EXECUTIVE KMP TOTAL EARNINGS IN 2013 The following table shows the earned remuneration for NRW’s Executive KMP for the year ending 30 June 2013. The table includes fi xed remuneration, short term incentive earned for FY13 performance and vesting of the second tranche of the FY12 LTI grant. The value attributed to the equity amounts (ie. LTI grant) is based on the number of shares that were issued multiplied by the closing share price at the last trading day of FY13. Note the value actually received by individuals differs from the remuneration outlined on page 63 (which is based on accounting values). Name Fixed remuneration(1) FY 13 STI Cash Paid FY12 LTI Shares Awarded Total Actual Remuneration Earned in 2013 Mr J Pemberton Mr M Wallace Mr M Stewart Mr W Rooney Mr K Hyman(2) Mr T Cook Mr W Fair 1,415,371 525,773 818,706 998,502 403,165 453,177 450,521 37,125 - 151,656 17,337 - - 48,233 75,800 - 19,060 31,391 - - 6,619 1,528,296 525,773 989,422 1,047,230 403,165 453,177 505,373 (1) Fixed remuneration includes cash salary, movement in annual leave, superannuation, and non-monetary benefi ts (2) Mr Hyman, whilst being a KMP, is not eligible for LTI awards due to his role carrying no responsibility for revenue, earnings and earnings quality results Financial Report NRW ANNUAL REPORT 2013 57 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 A) STI OUTCOMES The following table summarises measures and weightings for each Executive KMP, sets out the weighted scores achieved and resulting proportion of STI earned and forfeited for the 2013 fi nancial year. Measures Weight (%) Proportion of maximum STI earned in FY13 (%) Proportion of maximum STI forfeited in FY13 (%) Mr J Pemberton Group Financial Safety Personal Mr W Rooney Group Financial Divisional Safety Personal Mr W Fair Group Financial Divisional Safety Personal Mr M Stewart Group Financial Divisional Safety Personal Mr M Wallace Group Financial Divisional Safety Personal 100.00 80.00 10.00 10.00 100.00 40.00 40.00 10.00 10.00 100.00 30.00 50.00 10.00 10.00 100.00 40.00 40.00 10.00 10.00 100.00 40.00 25.00 10.00 25.00 5.00 2.62 95.00 97.38 15.81 84.19 30.04 69.96 0.00 100.00 58 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 B) LTI OUTCOMES The following table summarises measures and weightings for each Executive KMP, sets out the weighted scores achieved and resulting proportion of LTI earned and forfeited for the 2013 fi nancial year. Measures Weight (%) Proportion of maximum LTI earned in FY13 (%) Proportion of maximum LTI forfeited in FY13 (%) Mr J Pemberton Group Financial Safety Personal Mr W Rooney Group Financial Divisional Safety Personal Mr W Fair Group Financial Divisional Safety Personal Mr M Stewart Group Financial Divisional Safety Personal Mr M Wallace Group Financial Divisional Safety Personal 100.00 80.00 10.00 10.00 100.00 40.00 40.00 10.00 10.00 100.00 30.00 50.00 10.00 10.00 100.00 40.00 40.00 10.00 10.00 100.00 40.00 25.00 10.00 25.00 5.00 2.88 95.00 97.12 13.17 86.83 29.88 70.12 0.00 100.00 Financial Report NRW ANNUAL REPORT 2013 59 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 FY12 Awards In respect of the LTI component of the FY12 Awards, the following table shows the total number of Performance Rights granted to NRW’s KMP. The Vesting Conditions noted above at Section 3 were applied against the fi rst tranche of those Performance Rights (34% of Performance Rights granted) in FY12 and against the second tranche of those Performance Rights (33% of Performance Rights granted) in FY13. The number of Performance Rights that vested and converted into ordinary shares in NRW on 15 September 2012 and are due to vest on 15 September 2013, respectively, are shown alongside each Executive KMP member in the table below. The table also sets out the number of Performance Rights that will be eligible to vest, subject to application of the Vesting Conditions on each subsequent vesting date. Total Number of Performance Rights Granted under the FY12 Award Tranche 1 Performance Rights that vested on 15 September 2012^ Tranche 2 Performance Rights eligible to vest on 15 September 2013 Tranche 3 Performance Rights eligible to vest on 15 September 2014 Mr J Pemberton Mr W Rooney Mr M Stewart Mr T Cook Mr W Fair Mr K Bounsell Mr M Wallace Total 841,377 348,448 211,570 76,015 73,479 85,165 74,649 1,710,703 286,068 118,472 71,934 25,845 24,983 28,957 25,381 581,640 83,296 34,496 20,945 - 7,274 - - 277,654 114,988 69,818 - 24,248 - - 146,011 486,708 ^In respect of the Performance Rights that were eligible to vest on 15 September 2012, through the application of the Vesting Conditions, all (100%) of the Performance Rights that were eligible to vest to each Executive KMP under the First Tranche of the FY12 Award (34% of all Performance Rights granted under the FY12 Award) vested. The applicable outcomes of the Vesting Conditions tested in respect of the First Tranche of the FY12 LTI Award are as follows: FY12 LTI Award – Performance Rights Application of Vesting Conditions to Rights that vested on 15 September 2012 LTI Vesting Condition, Weighting Maximum vesting achieved at Basis of Measurement Result Achieved Vesting EPS Growth, Weighting 40% ROCE, Weighting 30% EPS Growth of 10% Audited result ROCE of 25% Audited result EPS Growth of 116% ROCE of 45% 100% x 40% weighting = 40% vesting 100% x 30% weighting = 30% vesting Relative TSR, Weighting 30% NRW’s Relative TSR being 3rd or better Link Market Services / Miraqle Metrics provided independent calculation of NRW Relative TSR NRW’s Relative TSR Performance of 1st out of 11 100% x 30% weighting = 30% vesting TOTAL VESTING 100% In respect of the Performance Rights that are eligible to vest on 15 September 2013, through the application of the Vesting Conditions, only the awards relating to the ROCE Vesting Condition (30%) vested. None (0%) of the awards relating to the EPS (40%) or RTSR (30%) Vesting Conditions vested. 60 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 The applicable outcomes of the Vesting Conditions tested in respect of the Second Tranche of the FY12 LTI Award are as follows: FY12 LTI Award – Performance Rights Application of Vesting Conditions to Rights that due to vest on 15 September 2013 LTI Vesting Condition, Weighting Maximum vesting achieved at Basis of Measurement Result Achieved Vesting EPS Growth, Weighting 40% ROCE, Weighting 30% Relative TSR, Weighting 30% TOTAL VESTING FY13 Awards EPS Growth of 10% Audited result ROCE of 25% Audited result EPS Growth of (23%)* ROCE of 31% 0% x 40% weighting = 0% vesting 100% x 30% weighting = 30% vesting NRW’s Relative TSR being 3rd or better Orient Capital Pty Ltd provided independent calculation of NRW Relative TSR NRW’s Relative TSR Performance of 8th out of 11 100% x 30% weighting = 0% vesting 30% In respect of the LTI component of the FY13 Awards, the following table shows the total number of Performance Rights granted to NRW’s KMP. The table sets out the number of Performance Rights that will be eligible to vest, subject to application of the Vesting Conditions on 15 September 2015. No. Rights expected to vest on 15 Sept 2015 Maximum potential number of Performance Rights for FY13 Award Total number of Performance Rights granted under the FY13 Award Mr J Pemberton Mr W Rooney Mr M Stewart Mr W Fair Mr M Wallace Total 10,260 2,204 13,102 3,489 - 29,055 684,006 255,362 146,186 88,317 101,081 1,274,952 34,200 7,345 43,673 11,631 - 96,849 Financial Report NRW ANNUAL REPORT 2013 61 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 EXECUTIVE DIRECTORS’ AND EXECUTIVE KMP REMUNERATION (COMPANY AND GROUP) The table below sets out the remuneration outcomes for each of NRW’s Executive KMP for the fi nancial year ending 30 June 2013. IN AUD $ 2013 Short Term Benefi ts Post Employment Benefi ts Other Long Term Benefi ts Share Based Payments Total Key Management Personnel Salary & fees Termination Payment STI cash bonus FY13 Non cash benefi t (1) Annual Leave (2) Superannuation Other (3) Equity (4) In substance options EXECUTIVE DIRECTORS Mr J Pemberton 1,295,127 EXECUTIVES Mr M Wallace (6) 468,504 Mr M Stewart 665,863 Mr W Rooney 895,507 Mr K Hyman 325,444 - - - - - Mr T Cook (5) 294,883 105,593 37,125 1,258 102,516 16,470 21,353 388,952 - - 41,246 16,023 151,656 39,202 57,488 56,154 17,337 5,106 72,889 25,000 - - - 75,356 213,657 351,763 - - - 56,896 20,824 15,001 - 22,348 16,270 14,084 - - 17,950 74,197 - - - - - - - - 1,862,801 601,129 1,184,020 1,367,602 418,166 471,127 572,951 6,477,796 Mr W Fair 371,745 - 48,233 - 32,244 46,532 Total Compensated (Consolidated) 4,317,073 105,593 254,351 67,914 379,549 195,087 36,354 1,121,875 (1) The non-cash benefi ts comprised mostly motor vehicle benefi ts offered to the key management personnel, including the applicable grossed up fringe benefi ts tax. (2) Represents the movement in accrued leave. (3) Represents the movement in accrued long service leave. (4) Represents the expensing of the FY12 and FY13 award and consequent grant of Performance Rights in accordance with AASB 2 – Share based payments. (5) Trevor Cook resigned employment 7 December 2012. (6) M Wallace left the Company on 7 August 2013. Shares relating to tranche 2 of FY12 and FY13 will lapse and be reversed in FY14. 62 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 EXECUTIVE DIRECTORS’ AND EXECUTIVE KMP REMUNERATION (COMPANY AND GROUP) The table below sets out the remuneration outcomes for each of NRW’s Executive KMP for the fi nancial year ending 30 June 2012. IN AUD $ 2012 Short Term Benefi ts Post Employment Benefi ts Other Long Term Benefi ts Share Based Payments Total (6) Key Management Personnel Salary & fees STI cash bonus FY12 STI cash bonus FY11 (1) Non cash benefi t (2) Annual Leave (3) Superannuation Other (4) Equity (5) In substance options EXECUTIVE DIRECTORS Mr J Pemberton 1,298,289 384,750 100,000 6,012 153,451 15,489 54,586 749,579 EXECUTIVES Mr K Bounsell 541,105 40,000 Mr M Wallace 370,801 119,476 - - 21,373 53,432 12,952 21,962 80,946 44,999 36,055 15,471 Mr M Stewart 635,088 169,309 50,000 39,202 53,328 60,582 Mr W Rooney 833,886 232,372 75,000 6,603 70,325 32,948 - - - 70,951 201,089 331,186 Mr K Hyman 310,021 60,000 25,000 1,927 29,206 26,046 7,015 - Mr T Cook 369,488 121,662 Mr W Fair 329,172 117,604 Mr S Lucas(7) 418,250 - - - - 10,796 34,116 - 30,113 81,603 - 42,251 30,912 37,101 - - - 72,249 69,839 - Total Compensated (Consolidated) 5,106,100 1,245,173 250,000 212,515 460,026 273,752 83,563 1,575,839 - - - - - - - - - - 2,762,156 771,769 657,754 1,208,597 1,582,320 459,215 650,563 577,640 536,954 9,206,968 (1) A short term incentive payment was approved by the R&NC after determination of NRW’s FY11 audited result. Whilst applicable to performance in the fi nancial year ended 30 June 2011, it is reported here as a payment made during the fi nancial year ended 30 June 2012. (2) The non-cash benefi ts comprised mostly motor vehicle benefi ts offered to the key management personnel, including the applicable grossed up fringe benefi ts tax. (3) Represents the movement in accrued leave. (4) Represents the movement in accrued long service leave. (5) Represents the expensing of the FY12 LTI award and consequent grant of Performance Rights in accordance with AASB 2 – Share based payments (6) No termination payments were made during FY12 (7) S Lucas resigned employment 18 May 2012 Financial Report NRW ANNUAL REPORT 2013 63 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 5. NON-EXECUTIVE DIRECTOR REMUNERATION Non-Executive Directors received a fi xed fee for Board and Committee duties and are not entitled to any performance related remuneration. The NRW constitution provides that Non-Executive Directors’ remuneration must not exceed the maximum aggregate sum determined by the Company in a general meeting. At present, the maximum sum is fi xed at $750,000 in aggregate, per annum. This maximum sum cannot be increased without member’s approval by ordinary resolution at a general meeting. Non-Executive Director fees (excluding superannuation and non-cash benefi ts) to be paid by the Company are as follows: Director Dr I Burston Mr J Cooper Mr M Arnett Fee per annum AUD 125,000 98,462 100,000 Non-Executive Directors are also entitled to receive reimbursement for travelling and other expenses that they properly incur in attending Board meetings, attending any general meetings of the Company or in connection with the Company’s business. The table below sets out the remuneration outcomes for each of NRW’s Non-Executive Directors for the fi nancial years ended 30 June 2013 and 30 June 2012. IN AUD $ Short Term Benefi ts Post Employment Benefi ts NON-EXECUTIVE DIRECTORS Financial year Salary & fees Non cash benefi t Superannuation Mr I Burston Mr J Cooper Mr M Arnett FY13 NON-EXECUTIVE DIRECTORS TOTAL FY12 NON-EXECUTIVE DIRECTORS TOTAL 2013 2012 2013 2012 2013 2012 125,000 125,000 98,462 101,999 100,000 100,000 323,462 326,999 9,087 6,497 3,675 7,368 3,036 20,130 9,533 8,438 11,250 8,862 9,180 9,000 9,000 26,300 29,430 Total 142,525 142,747 110,999 111,179 116,368 112,036 369,892 365,962 64 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 6. ADDITIONAL STATUTORY DISCLOSURES This section sets out the additional disclosures required under the Corporations Act 2001. Performance Rights Fair Value The following table sets out the independently assessed fair value of the Performance Rights granted to each Executive KMP member as at the date on which the grant of Performance Rights was made to the individual concerned (Grant Date) for the FY12 and FY13 LTI awards. Within each tranche the Performance Rights are ascribed a fair value according to the Vesting Condition limb against which they are tested, namely EPS Growth (40% weighting), ROCE (30% weighting) and Relative TSR (30% weighting). FY13 AWARDS Mr J Pemberton Mr W Rooney Mr M Stewart Mr W Fair FY12 AWARDS Grant Date Performance Rights that are eligible to vest on 15 September 2015 EPS Growth ($) ROCE ($) RTSR ($) 28/11/2012 18/06/2013 18/06/2013 18/06/2013 1.13 0.76 0.76 0.76 1.13 0.76 0.76 0.76 0.36 0.11 0.11 0.11 Grant Date Tranche 1 Performance Rights that vested on 15 September 2012 Tranche 2 Performance Rights that are eligible to vest on 15 September 2013 Tranche 3 Performance Rights that are eligible to vest on 15 September 2014 EPS Growth ($) ROCE ($) RTSR ($) Mr J Pemberton 23/11/2011 2.65 2.65 Mr W Rooney 12/03/2012 3.73 Mr M Stewart 12/03/2012 3.73 Mr T Cook 12/03/2012 3.73 Mr W Fair 12/03/2012 3.73 Mr M Wallace 12/03/2012 3.73 3.73 3.73 3.73 3.73 3.73 1.70 2.93 2.93 2.93 2.93 2.93 EPS Growth ($) 2.49 3.52 3.52 - ROCE ($) RTSR ($) EPS Growth ($) ROCE ($) RTSR ($) 2.65 3.52 3.52 - 1.70 2.64 2.64 - 2.35 2.35 3.31 3.31 - 3.31 3.31 - 1.61 2.50 2.50 - 3.52 3.52 2.64 3.31 3.31 2.50 - - - - - - The estimation of the fair value of share-based payment awards requires judgement with respect to the appropriate valuation methodology. The choice of valuation methodology is determined by the structure of the awards, particularly the Vesting Conditions. The table below shows the valuation methodology used for each award. Financial Report NRW ANNUAL REPORT 2013 65 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 Award Type Grant Date Vesting Conditions Valuation methodology Performance Rights 23 November 2011 and 12 March 2012 Performance Rights 28 November 2012 and 18 June 2013 Relative TSR EPS Growth ROCE Relative TSR EPS Growth ROCE Monte-Carlo simulation Binomial Tree Binomial Tree Monte-Carlo simulation Binomial Tree Binomial Tree Each valuation methodology we have used has been chosen from those available to us to incorporate an appropriate amount of fl exibility with respect to the particular performance and Vesting Conditions of the award. Valuation assumptions The following tables summarise the key assumptions adopted for valuation of the awards. For all awards, the volatility assumption is representative of the level of uncertainty expected in the movements of the company’s share price over the life of the award. The assessment of volatility includes the historic volatility of the market price of the company’s share and the mean reversion tendency of volatilities. The expected volatility of each company in the peer group is determined based on the historic volatility of the companies’ share prices. In making this assumption, two years of historic volatility was used where available. Key assumptions for the awards granted on 23 November 2011 Award type Vesting Conditions Share price at the grant date Tranche Vesting date Expected life Risk free interest rate Volatility Dividend yield Performance Rights Relative TSR, ROCE and EPS 1 $2.78 2 3 15 September 2012 15 September 2013 15 September 2014 0.8 years 3.40% 50% 6.0% 1.8 years 3.09% 50% 6.0% 2.8 years 3.07% 50% 6.0% Key assumptions for the awards granted on 12 March 2012 Award type Vesting Conditions Share price at the grant date Tranche Vesting date Expected life Risk free interest rate Volatility Dividend yield Performance Rights Relative TSR, ROCE and EPS 1 $2.78 2 3 15 September 2012 15 September 2013 15 September 2014 0.8 years 3.40% 50% 6.0% 1.8 years 3.09% 50% 6.0% 2.8 years 3.07% 50% 6.0% 66 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 Key assumptions for the awards granted on 28 November 2012 Award type Performance Rights Vesting Conditions Relative TSR, ROCE and EPS Share price at the grant date $1.48 Vesting date Expected life Risk free interest rate Volatility Dividend yield 15 September 2015 3 years 2.66% 50% 9.0% Key assumptions for the awards granted on 18 June 2013 Award type Performance Rights Vesting Conditions Relative TSR, ROCE and EPS Share price at the grant date $0.925 Vesting date Expected life Risk free interest rate Volatility Dividend yield 15 September 2015 2.2 years 2.49 55% 8.5 END OF REMUNERATION REPORT (AUDITED) ROUNDING OF AMOUNTS The amounts contained in this report and the fi nancial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies. This report has been made in accordance with a resolution of the Directors of the Company. Julian Pemberton Dr Ian Burston Chief Executive Offi cer Chairman Perth, 21 August 2013 Financial Report NRW ANNUAL REPORT 2013 67 AUDITOR’S INDEPENDENCE DECLARATION FOR THE YEAR ENDED 30 JUNE 2013 AUDITOR’S INDEPENDENCE DECLARATION 68 Financial Report NRW ANNUAL REPORT 2013 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2013 DIRECTORS’ DECLARATION The Directors declare that: (a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; (b) in the Directors’ opinion, the attached fi nancial statements are in compliance with International Financial Reporting Standards, as stated in Note 2 to the fi nancial statements; (c) in the Directors’ opinion, the attached fi nancial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the fi nancial position and performance of the consolidated entity, and (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001. At the date of this declaration, the Company is within the class of companies affected by ASIC Class Order 98/1418. The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee. In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the ASIC Class Order applies, as detailed in Note 17 to the fi nancial statements will, as a Group, be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee. Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001. On behalf of the Directors Julian Pemberton Dr Ian Burston Chief Executive Offi cer Chairman Perth, 21 August 2013 Financial Report NRW ANNUAL REPORT 2013 69 CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2013 Consolidated NOTES 2013 $’000 2012 $’000 1,374,403 1,358,776 REVENUE Other income / (loss) Finance income Finance costs Materials and consumables used Employee benefi ts expense Subcontractor costs Depreciation and amortisation expenses Plant and equipment costs Travel and accommodation Other expenses PROFIT BEFORE INCOME TAX Income tax expense PROFIT FOR THE YEAR 6 7 8 (2,975) 786 (15,462) (204,551) 9(a) (426,805) 9(a) 9(a) (297,538) (48,885) (226,169) (38,792) (9,249) 104,763 10(a) (30,656) 74,107 Other comprehensive income (expense) Items that may be reclassifi ed subsequently to profi t and loss: Exchange diff erences arising on translation of foreign operations OTHER COMPREHENSIVE INCOME (EXPENSE) FOR THE YEAR, NET OF TAX TOTAL COMPREHENSIVE INCOME PROFIT ATTRIBUTABLE TO: Equity holders of the Company TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Equity holders of the Company EARNINGS PER SHARE Basic earnings per share Diluted earnings per share 11 28 28 74,135 74,107 74,135 CENTS 26.6 26.5 2,063 1,498 (14,358) (176,779) (395,823) (283,767) (41,894) (268,604) (31,855) (8,123) 141,134 (43,992) 97,142 6 6 97,148 97,142 97,148 CENTS 34.8 34.7 The consolidated statement of profi t and loss and other comprehensive income should be read in conjunction with the accompanying notes. 70 Financial Report NRW ANNUAL REPORT 2013 CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2013 CONSOLIDATED ASSETS CURRENT ASSETS Cash and cash equivalents Receivables Inventories Current tax assets Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Other intangible assets Goodwill TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Payables Borrowings Current tax liabilities Provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Borrowings Provisions Deferred tax liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained earnings TOTAL EQUITY NOTES 12 13 14 10(d) 15 16 17 20 22 23 10(d) 24 23 24 10(e) 25 26 27 2013 $’000 130,994 205,052 48,547 3,773 5,400 393,766 387,696 8,126 24,417 420,239 814,005 196,939 52,379 - 16,139 265,457 167,191 1,201 27,286 195,677 461,135 352,870 156,432 2,777 193,661 352,870 2012 $’000 137,955 280,438 33,374 - 4,149 455,916 366,179 526 24,417 391,122 847,038 250,418 49,592 22,913 29,576 352,499 149,178 26 16,157 165,361 517,860 329,178 156,456 2,969 169,753 329,178 The consolidated statement of fi nancial position should be read in conjunction with the accompanying notes Financial Report NRW ANNUAL REPORT 2013 71 CONSOLIDATED STATEMENT OF CHANGES OF EQUITY FOR THE YEAR ENDED 30 JUNE 2013 CONTRIBUTED EQUITY FOREIGN CURRENCY TRANSLATION RESERVE SHARE BASED PAYMENT RESERVE TOTAL RESERVES RETAINED EARNINGS TOTAL EQUITY NOTES $’000 $’000 $’000 $’000 $’000 $’000 156,456 (248) 1,635 1,387 108,866 266,709 Balance at 30 June 2011 Profi t for the year Exchange diff erences arising on translation of foreign operations TOTAL COMPREHENSIVE INCOME FOR THE YEAR Payment of dividends Issue of ordinary shares under institutional share placement Issue of ordinary shares under Share Purchase Plan Share issue costs 27 26 28 25(a) 25(a) 25(a) Income tax relating to share issue costs 25(a) Share based payments - - - - - - - - - - 6 6 - - - - - - BALANCE AT 30 JUNE 2012 156,456 (242) - - - - - - - - 1,576 3,211 - 6 6 - - - - - 1,576 97,142 97,142 - 6 97,142 97,148 (36,255) (36,255) - - - - - - - - - 1,576 2,969 169,753 329,178 Balance at 1 July 2012 Profi t for the year Exchange diff erences arising on translation of foreign operations TOTAL COMPREHENSIVE INCOME FOR THE YEAR Payment of dividends Share based payments Transfer to issued capital Acquisition of treasury shares 27 26 28 26(a) 25(a) 25(a) 156,456 (242) 3,211 2,969 169,753 329,178 - - - - - 1,261 (1,285) - - 28 28 - - - - - - - - - - 28 28 - 1,042 1,042 (1,261) (1,261) - - - - 74,107 74,107 - 28 74,107 74,135 (50,199) (50,199) - - - - 1,042 - (1,285) - BALANCE AT 30 JUNE 2013 156,432 (214) 2,991 2,777 193,661 352,870 The consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 72 Financial Report NRW ANNUAL REPORT 2013 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2013 NOTES CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest paid Interest received Income tax paid NET CASH FLOW FROM OPERATING ACTIVITIES 29(a) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from the sale of property, plant and equipment Acquisition of property, plant and equipment Proceeds from related parties NET CASH FLOW FROM IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issue of share capital (net of share issue costs) Proceeds from borrowings Repayment of borrowings and fi nance/hire purchase liabilities Payment of dividends to shareholders Acquisition of treasury shares NET CASH FLOW FROM FINANCING ACTIVITIES NET INCREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of the year CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 12 2013 $’000 1,618,858 (1,439,951) (15,462) 786 (46,213) 118,017 12,326 (50,234) - (37,908) - 6,303 (41,889) (50,198) (1,285) (87,070) (6,961) 137,955 130,994 CONSOLIDATED 2012 $’000 1,236,684 (1,035,468) (14,358) 1,498 (15,173) 173,183 3,478 (38,143) - (34,665) - 15,664 (50,600) (36,255) - (71,191) 67,327 70,628 137,955 The consolidated statement of cash fl ows should be read in conjunction with the accompanying notes. Financial Report NRW ANNUAL REPORT 2013 73 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 1. GENERAL INFORMATION 2.2 BASIS OF PREPARATION NRW Holdings Limited (the ‘Company’) is a public company listed on the Australian Securities Exchange and incorporated and domiciled in Australia. The address of the Company’s registered offi ce is 181 Great Eastern Highway, Belmont, Western Australia. The consolidated fi nancial statements of the Company for the year ended 30 June 2013 comprises the Company and its subsidiaries (together referred to as ‘Consolidated’, the ‘Consolidated Group’ or the ‘Group’). The Group is primarily involved in civil and mining contracting, the fabrication of, and repairs to, plant and drilling and blasting activities. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the fi nancial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 STATEMENT OF COMPLIANCE The fi nancial statements are general purpose fi nancial statements which have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board and Interpretations. The fi nancial statements comprise the consolidated fi nancial statements of the Group. For the purposes of preparing the consolidated fi nancial statements, the Company is a for-profi t entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the fi nancial statements and notes of the company and the Group comply with International Financial Reporting Standards (‘IFRS’). The consolidated fi nancial statements of the Group also comply with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board. These fi nancial statements were authorised for issue by the Directors on 21 August 2013. The consolidated fi nancial statements have been prepared on the historical cost basis, except for certain non-current assets and fi nancial instruments that are measured at revalued amounts or fair value, as explained in the accounting policies below where applicable. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. The Company is a company of the kind referred to in ASIC Class Order 98/100, dated 10 July 1998, and in accordance with that Class Order amounts in the fi nancial report are rounded off to the nearest thousand dollars, unless otherwise indicated. 2.3 BASIS OF CONSOLIDATION The consolidated fi nancial statements incorporate the fi nancial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities. Income and expense of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non- controlling interests even if this results in the non- controlling interests having a defi cit balance. Where necessary, adjustments are made to the fi nancial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to refl ect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received 74 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 is recognised directly in equity and attributed to owners of the Company. When the Group loses control of a subsidiary, a gain or loss is recognised in profi t or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. When assets of the subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, it is accounted for as if the Group had directly disposed of the relevant assets (ie. reclassifi ed to profi t or loss or transferred directly to retained earnings as specifi ed by applicable Standards). 2.4 BUSINESS COMBINATIONS Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profi t or loss as incurred. At the acquisition date, the identifi able assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that: • deferred tax assets or liabilities and liabilities or assets related to employee benefi t arrangements are recognised and measured in accordance with AASB 112 ‘Income Taxes’ and AASB 119 ‘Employee Benefi ts’ respectively; • liabilities or equity instruments related to share- based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with AASB 2 ‘Share- based Payment’ at the acquisition date; and • assets (or disposal groups) that are classifi ed as held for sale in accordance with AASB 5 ‘Noncurrent Assets Held for Sale and Discontinued Operations’ are measured in accordance with that Standard. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition- date amounts of the identifi able assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifi able assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profi t or loss as a bargain purchase gain. Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifi able net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specifi ed in another Standard. Where the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classifi ed. Contingent consideration that is classifi ed as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classifi ed as an asset or liability is remeasured at subsequent reporting dates in accordance with Notes to the Financial Statements NRW ANNUAL REPORT 2013 75 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 AASB 139, or AASB 137 ‘Provisions, Contingent Liabilities and Contingent Assets’, as appropriate, with the corresponding gain or loss being recognised in profi t or loss. for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profi t or loss on disposal. Where a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group attains control) and the resulting gain or loss, if any, is recognised in profi t or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassifi ed to profi t or loss where such treatment would be appropriate if that interest were disposed of. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to refl ect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. 2.5 GOODWILL Goodwill arising on an acquisition of a business is carried at cost as established at the date of the acquisition of the business (see note 2.4) less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that is expected to benefi t from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated fi rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profi t or loss in the consolidated statement of comprehensive income/ income statement. An impairment loss recognised 2.6 INTERESTS IN JOINT VENTURES A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control (i.e. when the strategic fi nancial and operating policy decisions relating to the activities of the joint venture require the unanimous consent of the parties sharing control). When a Group entity undertakes its activities under joint venture arrangements directly, the Group’s share of jointly controlled assets and any liabilities incurred jointly with other venturers are recognised in the fi nancial statements of the relevant entity and classifi ed according to their nature. Liabilities and expenses incurred directly in respect of interests in jointly controlled assets are accounted for on an accrual basis. Income from the sale or use of the Group’s share of the output of jointly controlled assets, and its share of joint venture expenses, are recognised when it is probable that the economic benefi ts associated with the transactions will fl ow to/from the Group and their amount can be measured reliably. The Group’s interests in assets where the Group does not have joint control are accounted for in accordance with the substance of the Group’s interest. Where such arrangements give rise to an undivided interest in the individual assets and liabilities of the joint venture, the Group recognises its undivided interest in each asset and liability and classifi es and presents those items according to their nature. The Group reports its interests in jointly controlled entities using proportionate consolidation. The Group’s share of the assets, liabilities, income and expenses of jointly controlled entities is combined with the equivalent items in the consolidated fi nancial statements on a line-by-line basis. When a Group entity transacts with a jointly controlled entity of the Group, unrealised profi ts and losses resulting from the transactions with the jointly controlled entity are recognised in the Group’s consolidated fi nancial statements only to the extent of interests in the jointly controlled entity that are not related to the Group. 76 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 2.7 REVENUE RECOGNITION 2.8 CONSTRUCTION CONTRACTS Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances if applicable. 2.7.1 Sale of goods Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all the following conditions are satisfi ed: • the Group has transferred to the buyer the signifi cant risks and rewards of ownership of the goods; the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; the amount of revenue can be measured reliably; When the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the end of the reporting period, measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. it is probable that the economic benefi ts associated with the transaction will fl ow to the Group; and When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. • • • • the costs incurred or to be incurred in respect of the transaction can be measured reliably. 2.7.2 Rendering of services Revenue from the rendering of a service is recognised in profi t or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed. 2.7.3 Interest income Interest income is accrued on a time basis, by reference to the principal amount outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the fi nancial asset of that asset’s net carrying amount. The Group’s policy for recognition of revenue from construction contracts is described at 2.8 below. When contract costs incurred to date plus recognised profi ts less recognised losses exceed progress billings, the surplus is shown as amounts due from customers for contract work or construction work in progress. For contracts where progress billings exceed contract costs incurred to date plus recognised profi ts less recognised losses, the surplus is shown as the amounts due to customers for contract work. Amounts received before the related work is performed are included in the consolidated statement of fi nancial position, as a liability, as advances received. Amounts billed for work performed but not yet paid by the customer are included in the consolidated statement of fi nancial position under trade and other receivables. 2.9 LEASES Leases are classifi ed as fi nance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classifi ed as operating leases. Where the Group is the lessee, assets held under fi nance leases are initially recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of Notes to the Financial Statements NRW ANNUAL REPORT 2013 77 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 the minimum lease payments. The corresponding liability to the lessor is included in the statement of fi nancial position as a fi nance lease obligation. Lease payments are apportioned between fi nance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profi t or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs. Contingent rentals are recognised as expenses in the periods in which they are incurred. Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefi ts from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. 2.10 FOREIGN CURRENCY TRANSLATION 2.10.1 Functional and presentation currency The individual fi nancial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated fi nancial statements, the results and fi nancial position of each group entity are expressed in Australian dollars (‘$’), which is the functional currency of the Company and the presentation currency for the consolidated fi nancial statements. 2.10.2 Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profi t or loss, except when deferred in equity as qualifying cash fl ow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. 2.10.3 Foreign operations For the purpose of presenting consolidated fi nancial statements, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fl uctuated signifi cantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in the foreign currency translation reserve in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate). On the disposal of a foreign operation, all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassifi ed to profi t or loss. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in equity. 2.11 BORROWING COSTS Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in profi t or loss in the period in which they are incurred. 2.12 GOVERNMENT GRANTS Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated Government grants that are receivable as compensation for expenses or losses already 78 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 incurred or for the purpose of giving immediate fi nancial support to the Group with no future related costs are recognised in profi t or loss in the period in which they become receivable. Government assistance which does not have conditions attached specifi cally relating to the operating activities of the entity is recognised in accordance with the accounting policies above. 2.13 EMPLOYEE BENEFITS A liability is recognised for benefi ts accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognised in respect of short-term employee benefi ts, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of long term employee benefi ts are measured as the present value of the estimated future cash outfl ows to be made by the Group in respect of services provided by employees up to reporting date. Payments to defi ned contribution retirement benefi t plans are recognised as an expense when employees have rendered service entitling them to the contributions. 2.14 TAXATION Income tax expense represents the sum of the tax currently payable and deferred tax. 2.14.1 Current tax The tax currently payable is based on taxable profi t for the year. Taxable profi t differs from profi t as reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. 2.14.2 Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated fi nancial statements and the corresponding tax bases used in the computation of taxable profi t. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profi ts will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profi t nor the accounting profi t. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be suffi cient taxable profi ts against which to utilise the benefi ts of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that suffi cient taxable profi ts will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets refl ects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Notes to the Financial Statements NRW ANNUAL REPORT 2013 79 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 2.14.3 Current and deferred tax for the year Current and deferred tax are recognised in profi t or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. 2.15 PROPERTY, PLANT AND EQUIPMENT Properties in the course of construction for production, supply or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. All property, plant and equipment, other than freehold land, is depreciated or amortised at rates appropriate to the estimated useful life of the assets or in the case of certain leased plant and equipment, the shorter lease term or hours (usage) refl ecting the effective lives. The expected useful lives bands are as follows: Buildings Leasehold improvements Plant and equipment Offi ce Equipment Furniture and Fittings Motor Vehicles 20 to 40 years 2 to 5 years 2 to 20 years 2 to 8 years 5 to 20 years 5 to 10 years The above bands provide a range of effective lives regardless of methodology used in the depreciation process (either hours, diminishing or straight line). The hours method is a consumption based method and refl ects utilisation within the business and is supported in the effective lives of each plant and equipment group, where applicable. Depreciation rates and methods shall be reviewed at least annually. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior fi nancial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a ‘prospective’ basis. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefi ts are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profi t or loss. 2.16 INTANGIBLE ASSETS 2.16.1 Intangible assets acquired separately Intangible assets with finite lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. 2.16.2 Internally-generated intangible assets - research and development expenditure Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated: • the technical feasibility of completing the intangible asset so that it will be available for use or sale; • the intention to complete the intangible asset and use or sell it; • the ability to use or sell the intangible asset; 80 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 • how the intangible asset will generate probable future economic benefi ts; cash-generating units for which a reasonable and consistent allocation basis can be identifi ed. the availability of adequate technical, fi nancial and other resources to complete the development and to use or sell the intangible asset; and Intangible assets with indefi nite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. • • the ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognised for internally- generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset fi rst meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profi t or loss in the period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. 2.16.3 Derecognition of intangible assets An intangible asset is derecognised on disposal, or when no future economic benefi ts are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognised in profi t or loss when the asset is derecognised. 2.17 IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS OTHER THAN GOODWILL At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identifi ed, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset for which the estimates of future cash fl ows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profi t or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease (see 2.15 above). 2.18 INVENTORIES Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a fi rst-in-fi rst-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. 2.19 PROVISIONS Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash fl ows estimated to settle the present obligation, its carrying amount is the present value of those cash fl ows (where the effect of the time value of money is material). When some or all of the economic benefi ts required to settle a provision are expected to be recovered Notes to the Financial Statements NRW ANNUAL REPORT 2013 81 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. 2.19.1 Provision for warranties Provisions are made for the expected cost of warranty obligations in relation to specifi c construction contracts at reporting date. The provision is measure as the present value of future cash fl ows estimated to be required to settle the warranty obligation. The future cash fl ows has been estimated at the Directors’ best estimate of the expenditure required to settle the Group’s obligation and history of warranty claims. 2.20 FINANCIAL INSTRUMENTS Financial assets and fi nancial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instrument. Financial assets and fi nancial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of fi nancial assets and fi nancial liabilities (other than fi nancial assets and fi nancial liabilities at fair value through profi t or loss) are added to or deducted from the fair value of the fi nancial assets or fi nancial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of fi nancial assets or fi nancial liabilities at fair value through profi t or loss are recognised immediately in profi t or loss. 2.21 FINANCIAL ASSETS Financial assets are classifi ed into the following specifi ed categories: fi nancial assets ‘at fair value through profi t or loss’ (FVTPL), ‘held-to-maturity’ investments, ‘available-for-sale’ (AFS) fi nancial assets and ‘loans and receivables’. The classifi cation depends on the nature and purpose for which the investments were acquired. Management determines the classifi cation of its investments at initial recognition. All regular way purchases or sales of fi nancial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of fi nancial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. 2.21.1 Effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Income is recognised on an effective interest basis for debt instruments other than those fi nancial assets classifi ed as at FVTPL. 2.21.2 Fair value The fair values of quoted investments are based on current bid prices. If the market for a fi nancial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash fl ow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity-specifi c inputs. 2.21.3 Financial assets at FVTPL Financial assets are classifi ed as at FVTPL when the fi nancial asset is either held for trading or it is designated as at FVTPL. A fi nancial asset is classifi ed as held for trading if: • it has been acquired principally for the purpose of selling it in the near term; or • on initial recognition it is part of a portfolio of identifi ed fi nancial instruments that the Group manages together and has a recent actual pattern of short-term profi t-taking; or • it is a derivative that is not designated and effective as a hedging instrument. A fi nancial asset other than a fi nancial asset held for trading may be designated as at FVTPL upon initial recognition if: • such designation eliminates or signifi cantly reduces a measurement or recognition inconsistency that would otherwise arise; or 82 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 • • the fi nancial asset forms part of a group of fi nancial assets or fi nancial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or it forms part of a contract containing one or more embedded derivatives, and AASB 139 ‘Financial Instruments: Recognition and Measurement’ permits the entire combined contract (asset or liability) to be designated as at FVTPL. Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profi t or loss. The net gain or loss recognised in profi t or loss incorporates any dividend or interest earned on the fi nancial asset and is included in the ‘other gains and losses’ line item in the statement of comprehensive income. 2.21.4 Held-to-maturity investments Bills of exchange and debentures with fi xed or determinable payments and fi xed maturity dates that the Group has the positive intent and ability to hold to maturity are classifi ed as held-to-maturity investments. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment. 2.21.5 Loans and receivables Trade receivables, loans, and other receivables that have fi xed or determinable payments that are not quoted in an active market are classifi ed as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. 2.21.6 Impairment of fi nancial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the fi nancial asset, the estimated future cash fl ows of the investment have been affected. For certain categories of fi nancial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. For fi nancial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash fl ows discounted at the current market rate of return for a similar fi nancial asset. Such impairment loss will not be reversed in subsequent periods. The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profi t or loss. 2.22 FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS 2.22.1 Classifi cation as debt or equity Debt and equity instruments are classifi ed as either fi nancial liabilities or as equity in accordance with the substance of the contractual arrangement. 2.22.2 Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profi t or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. 2.22.3 Other fi nancial liabilities Other fi nancial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other fi nancial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. Notes to the Financial Statements NRW ANNUAL REPORT 2013 83 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 The effective interest method is a method of calculating the amortised cost of a fi nancial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the fi nancial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. 2.22.4 Derecognition of fi nancial liabilities The Group derecognises fi nancial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the fi nancial liability derecognised and the consideration paid and payable is recognised in profi t or loss. 2.23 TRADE AND OTHER PAYABLES These amounts represent liabilities for goods and services provided to the Group prior to the end of fi nancial year which are unpaid. The amounts are unsecured and are usually paid within 45 to 75 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. 2.24 GOODS AND SERVICES TAX Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except: • where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or • for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash fl ows are included in the statement of cash fl ows on a gross basis. The GST component of cash fl ows arising from investing and fi nancing activities which is recoverable from, or payable to, the taxation authority is classifi ed within operating cash fl ows. 2. 25 CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of fi nancial position. 2.26 DIVIDENDS Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the fi nancial year but not distributed at balance date. 2.27 EARNINGS PER SHARE 2.27.1 Basic earnings per share Basic earnings per share is calculated by dividing the profi t attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the fi nancial year, adjusted for bonus elements in ordinary shares issued during the year. 2.27.2 Diluted earnings per share Diluted earnings per share adjusts the fi gures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other fi nancing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. 2.28 SHARE-BASED PAYMENTS Share based compensation payments are provided to employees in accordance to the Company’s Employee Share Plan (‘ESP’) and Long Term Incentive Plan (‘LTIP’) detailed in Note 31. The Employee Share Plan (‘ESP’) is accounted for as an “in-substance” option plan due to the limited recourse nature of the loan between the employees and the Company to fi nance the purchase of ordinary shares. Share based compensation payments are measured at the fair value of the equity instruments at the grant date. The fair value at grant date is independently determined using the valuation methods detailed in Note 31. The fair value of the options granted is adjusted to refl ect market Vesting Conditions, but excludes the impact of any non-market Vesting Conditions. The fair value determined at the grant date of the equity-settled share based payments is expensed on 84 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profi t or loss such that the cumulative expense refl ects the revised estimate, with a corresponding adjustment to the equity-settled employee benefi ts reserve. Upon the exercise of options / performance rights, the balance of the share-based payments reserve relating to those options / performance rights is transferred to issued capital and the proceeds received, net of any directly attributable transaction costs, are credited to issued capital. 3. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Group’s accounting policies, which are described in Note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 3.1 CRITICAL JUDGEMENTS IN APPLYING ACCOUNTING POLICIES The following are the critical judgements, apart from those involving estimations (see Section 3.2 below), that the Directors have made in the process of applying the Group’s accounting policies and that have the most signifi cant effect on the amounts recognised in the consolidated fi nancial statements. 3.1.1 Revenue recognition Construction contract revenue is recognised in profi t or loss when the outcome of a construction contract can be measured reliably, in proportion to the stage of completion of the contract. Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. The stage of completion is assessed by reference to surveys of work performed. When the outcome of a construction contract cannot be measured reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in profi t or loss. 3.1.2 Share based payments The Group measures the cost of equity settled transactions with key management personnel at the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a valuation methods detailed in Note 31. One of the inputs into the valuation model is volatility of the underlying share price which is estimated on the two year history of the share price and has been estimated at 50%. The share price used in the valuation model is based on the Company’s share price at grant date of each performance right. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profi t or loss such that the cumulative expense refl ects the revised estimate, with a corresponding adjustment to the share based payment reserve. 3.2 KEY SOURCES OF ESTIMATION UNCERTAINTY The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year. The preparation of fi nancial statements requires management to make judgements, estimates and assumptions that affect the application of Notes to the Financial Statements NRW ANNUAL REPORT 2013 85 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. 3.2.1 Construction contracts The Group accounts for construction contracts in accordance with AASB 111 Construction Contracts. Accounting for construction contracts involves the continuous use of assessed estimates based on a number of detailed assumptions consistent with the project scope and schedule, contract and risk management processes. These contracts may span several accounting periods requiring estimates and assumptions to be updated on a regular basis. Details of the estimation procedures followed in accounting for the Group’s construction contracts are detailed below. (i) Forecast costs to completion: Regularly management update forecast costs at completion in accordance with upon agreed work scope and variations. Forecast costs are based on rates expected to be applied to the related activity to be undertaken. (ii) Revenues: Revenues refl ect the contract price agreed in the contract and variations where it is probable that the client will approve those variations or where negotiations are at fi nal stages with the client. 3.2.2 Goodwill impairment Determining whether goodwill is impaired requires an estimation of the inputs of the value in use of the cash- generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash fl ows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. In this regard the future cash fl ows are estimated based on approved budgets relating to the cash-generating units. The carrying amount of goodwill at 30 June 2013 was $24.4 million (30 June 2012: $24.4 million). The Directors determined no impairment of goodwill during the current year (2012: Nil). Details of the goodwill carrying amount can be found at Note 20. 3.2.3 Employee entitlements Management judgement is applied in determining the following key assumptions used in the calculation of long service leave at balance date: (i) future increases in wages and salaries; (ii) future on cost rates; and (iii) employee departures and period of service. 3.2.4 Useful lives of property, plant and equipment As described at Section 2.15 above, the Group reviews the estimated useful lives of property, plant and equipment at the end of each reporting period. The effective lives are based on intended utilisation and working conditions. Also demand for specifi c plant and equipment will affect the plant modelling giving rise to a certain degree of fl uctuations and subjectiveness. 3.2.5 Provision for warranties As described in 2.19.1, the Group recognises provisions for warranties for obligations in relation to specifi c construction contracts. The future outfl ow of cash has been estimated at the Directors’ best estimate of the expenditure required to settle the Group’s obligation and history of warranty claims. 86 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 4. APPLICATION OF NEW AND REVISED ACCOUNTING STANDARDS 4.1 STANDARDS AND INTERPRETATIONS ADOPTED IN THE CURRENT YEAR The following new and revised Standards and Interpretations have been adopted in the current year and have affected the amounts reported in these fi nancial statements. Standards affecting presentation and disclosure Amendments to AASB 101 ‘Presentation of Financial Statements’ The amendment (part of AASB 2011-9 ‘Amendments to Australian Accounting Standards - Presentation of Items of Other Comprehensive Income’ introduce new terminology for the statement of comprehensive income and income statement. Under the amendments to AASB 101, the statement of comprehensive income is renamed as a statement of profi t or loss and other comprehensive income and the income statement is renamed as a statement of profi t or loss. The amendments to AASB 101 retain the option to present profi t or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to AASB 101 require items of other comprehensive income to be grouped into two categories in the other comprehensive income section: (a) items that will not be reclassifi ed subsequently to profi t or loss and (b) items that may be reclassifi ed subsequently to profi t or loss when specifi c conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis – the amendments do not change the option to present items of other comprehensive income either before tax or net of tax. The amendments have been applied retrospectively, and hence the presentation of items of other comprehensive income has been modifi ed to refl ect the changes. Other than the above mentioned presentation changes, the application of the amendments to AASB 101 does not result in any impact on profi t or loss, other comprehensive income and total comprehensive income. The amendments (part of AASB 2012-5 ‘Further Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle’) requires an entity that changes accounting policies retrospectively, or makes a retrospective restatement or reclassifi cation to present a statement of fi nancial position as at the beginning of the preceding period (third statement of fi nancial position), when the retrospective application, restatement or reclassifi cation has a material eff ect on the information in the third statement of fi nancial position. The related notes to the third statement of fi nancial position are not required to be disclosed. Standards and Interpretations affecting the reported results or fi nancial position There are no new and revised Standards and Interpretations adopted in these fi nancial statements affecting the reporting results or fi nancial position. 4.2 Standards and Interpretations in issue not yet adopted At the date of authorisation of the fi nancial statements, the Standards and Interpretations listed below were in issue but not yet effective. Notes to the Financial Statements NRW ANNUAL REPORT 2013 87 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 Standard/Interpretation Eff ective for annual reporting periods beginning on or after Expected to be initially applied in the fi nancial year ending AASB 9 ‘Financial Instruments’, and the relevant amending standards1 1 January 2015 30 June 2016 AASB 10 ‘Consolidated Financial Statements’ and AASB 2011-7 ‘Amendments to Australian Accounting Standards arising from the consolidation and Joint Arrangements standards’ AASB 11 ‘Joint Arrangements’ and AASB 2011-7 ‘Amendments to Australian Accounting Standards arising from the consolidation and Joint Arrangements standards’ AASB 12 ‘Disclosure of Interests in Other Entities’ and AASB 2011-7 ‘Amendments to Australian Accounting Standards arising from the consolidation and Joint Arrangements standards’ AASB 127 ‘Separate Financial Statements’ (2011) and AASB 2011-7 ‘Amendments to Australian Accounting Standards arising from the consolidation and Joint Arrangements standards’ AASB 128 ‘Investments in Associates and Joint Ventures’ (2011) and AASB 2011-7 ‘Amendments to Australian Accounting Standards arising from the consolidation and Joint Arrangements standards’ AASB 13 ‘Fair Value Measurement’ and AASB 2011-8 ‘Amendments to Australian Accounting Standards arising from AASB 13’ AASB 119 ‘Employee Benefi ts’ (2011) and AASB 2011-10 ‘Amendments to Australian Accounting Standards arising from AASB 119 (2011)’ AASB 2011-4 ‘Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements’ AASB 2012-2 ‘Amendments to Australian Accounting Standards – Disclosures – Off setting Financial Assets and Financial Liabilities’ AASB 2012-3 ‘Amendments to Australian Accounting Standards – Off setting Financial Assets and Financial Liabilities’ AASB 2012-5 ‘Amendments to Australian Accounting Standards arising from Annual Improvements 2009–2011 Cycle’ AASB 2012-10 ‘Amendments to Australian Accounting Standards – Transition Guidance and Other Amendments’ Interpretation 20 ‘Stripping Costs in the Production Phase of a Surface Mine’ and AASB 2011-12 ‘Amendments to Australian Accounting Standards arising from Interpretation 20’ 1 January 2013 30 June 2014 1 January 2013 30 June 2014 1 January 2013 30 June 2014 1 January 2013 30 June 2014 1 January 2013 30 June 2014 1 January 2013 30 June 2014 1 January 2013 30 June 2014 1 July 2013 30 June 2014 1 January 2013 30 June 2014 1 January 2014 30 June 2015 1 January 2013 30 June 2014 1 January 2013 30 June 2014 1 January 2013 30 June 2014 The AASB has issued the following versions of AASB 9 and the relevant amending standards; 1 • AASB 9 ‘Financial Instruments’ (December 2009), AASB 2009-11 ‘Amendments to Australian Accounting Standards arising from AASB 9’, AASB 2012-6 ‘Amendments to Australian Accounting Standards – Mandatory Effective Date of AASB 9 and Transition Disclosures’ • AASB 9 ‘Financial Instruments’ (December 2010), AASB 2010-7 ‘Amendments to Australian Accounting Standards arising from AASB 9 (December 2010)’, AASB 2012-6 ‘Amendments to Australian Accounting Standards – Mandatory Effective Date of AASB 9 and Transition Disclosure’. For annual reporting periods beginning before 1 January 2015, an entity may early adopt either AASB 9 88 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 (December 2009) or AASB 9 (December 2010) and the relevant amending standards. At the date of authorisation of the fi nancial statements, the following IASB Standards and IFRIC Interpretations were also in issue but not yet effective, although Australian equivalent Standards and Interpretations have not yet been issued. Standard/Interpretation None. Eff ective for annual reporting periods beginning on or after Expected to be initially applied in the fi nancial year ending The impact of these recently issued or amended standards and interpretations have not been determined as yet by the Company. 5. SEGMENT REPORTING The Group’s operating segments are based on the information that is available to the chief operating decision maker and the Board of Directors. Segment results are reviewed regularly by the chief operating decision maker and the Board of Directors. The segment results and segment assets include all items directly attributable to each of the segments and any transaction, asset or liability that can be allocated on a reasonable basis. Unallocated items comprise predominantly of expenses that are not specifi c to the performance of an individual operating segment. All intercompany and related transactions are made at arm’s length at what is considered by management to be commercial rates as outlined in the related party Note 36. The operating segments remain unchanged from prior years and represent core activity of the group. The following are the reportable segments: A) REPORTABLE SEGMENTS • Civil Contracting. The provision of civil infrastructure and other construction services including rail formation, concrete installation, bulk earthworks and detailed road and tunnel construction. • Mining Services. This segment continues to operate in mining contracting services including earth moving, waste stripping, ore haulage and related ancillary services. • Drilling and Blasting. To provide services to internal and external requirements regarding drilling and blasting activities, commencing in Australia. • Equipment Sales. The activity historically comprised predominantly of plant and equipment sales and earth moving tyres and no longer forms part of operating activities. • Fabrication and Repair Services. The provision of equipment repairs, sandblasting and painting services, service truck and water tanker fabrication and import services, including quarantine cleaning. B) GEOGRAPHICAL INFORMATION As with prior years the predominantly core geographic regions comprise of Australia and West Africa – Guinea. The Guinea operation has been completed during FY13 and the Group continues to pursue other international projects for its core segments above. Notes to the Financial Statements NRW ANNUAL REPORT 2013 89 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 Revenue volumes and total assets achieved in the two geographical segments comprise of: REVENUE FROM EXTERNAL CUSTOMERS TOTAL CURRENT AND NON-CURRENT ASSETS 2013 $’000 1,352,275 22,128 1,374,403 2012 $’000 1,322,004 36,772 1,358,776 2013 $’000 807,652 6,353 814,005 2012 $’000 832,811 14,227 847,038 Australia West Africa – Guinea TOTAL C) REPORTABLE SEGMENT REVENUES AND RESULTS SEGMENT REVENUE SEGMENT PROFIT (LOSS) Civil Contracting Mining Services Drilling & Blasting Services Equipment Sales Fabrication & Repair Services Eliminations 2013 $’000 860,641 404,526 150,533 - 41,804 (83,102) 2012 $’000 731,691 542,161 113,135 547 46,591 (75,349) Total for continuing operations 1,374,402 1,358,776 Other unallocated expenses Net fi nance costs Income tax expense PROFIT FOR THE PERIOD D) SEGMENT ASSETS AND LIABILITIES Civil Contracting Mining Services Drilling & Blasting Services Equipment Sales Fabrication & Repair Services Other unallocated assets CONSOLIDATED ASSETS 2013 $’000 92,034 17,938 16,819 - 3,308 - 130,099 (10,659) (14,677) (30,656) 74,107 2012 $’000 81,639 63,957 18,744 (1,045) 4,610 - 167,905 (13,911) (12,860) (43,992) 97,142 SEGMENT ASSETS 2013 $’000 291,422 395,788 52,782 - 41,720 32,292 814,005 2012 $’000 274,221 477,661 39,082 26 39,817 16,231 847,038 90 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 Civil Contracting Mining Services Drilling & Blasting Services Equipment Sales Fabrication & Repair Services Other unallocated liabilities CONSOLIDATED LIABILITIES SEGMENT LIABILITIES 2013 $’000 (172,930) (213,400) (37,009) - (7,464) (30,332) (461,135) 2012 $’000 (171,567) (288,694) (35,159) (68) (6,305) (16,067) (517,860) E) INFORMATION ABOUT MAJOR CUSTOMERS Revenue derived from each of the segment’s major customers are calculated as $420.496 million (2012: $256.802 million) in the civil division relating to one customer, $161.800 million (2012: $261.404 million) in the mining division relating to one customer, $96.571 million (2012: $67.88 million) in the drilling and blasting division relating to one customer, $0 million (2012: $0.31 million) in the equipment sales division relating to one customer and $3.534 million (2012: $9.36 million) in the fabrication and repair division relating to one customer. F) OTHER SEGMENT INFORMATION Depreciation and amortisation Additions to non-current assets Civil Contracting Mining Services Drilling & Blasting Services Equipment Sales Fabrication & Repair Services Other 2013 $’000 11,198 32,187 3,996 - 425 1,078 2012 $’000 11,516 27,002 1,880 26 346 1,124 TOTAL FOR CONTINUING OPERATIONS 48,885 41,894 6. REVENUE Revenue from the sale of goods Revenue from the rendering of services TOTAL REVENUE 2013 $’000 11,825 51,581 15,924 - 1,815 12,003 93,148 2012 $’000 16,571 105,526 15,110 - 559 6,657 144,423 CONSOLIDATED 2013 $’000 18,834 1,355,569 1,374,403 2012 $’000 26,108 1,332,668 1,358,776 Notes to the Financial Statements NRW ANNUAL REPORT 2013 91 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 7. OTHER INCOME (LOSS) Net (loss) on sale of property plant and equipment Other income TOTAL 8. FINANCE COSTS Interest Income TOTAL FINANCE INCOME Interest on obligations under fi nance leases Interest on bank overdrafts and loans TOTAL FINANCE EXPENSES NET FINANCE EXPENSE CONSOLIDATED CONSOLIDATED 2012 $’000 (887) 2,950 2,063 2012 $’000 1,498 1,498 (14,209) (149) (14,358) (12,860) 2013 $’000 (2,811) (164) (2,975) 2013 $’000 786 786 (15,450) (13) (15,462) (14,677) 9. PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS A) OTHER EXPENSES Profi t for the year from continuing operations has been arrived at after charging: CONSOLIDATED Depreciation of non-current assets Amortisation Operating lease payments Rental hire payments Other Employee benefi ts expense: Wages and salaries Superannuation contributions Share based payments 2013 $’000 (43,930) (4,955) (48,885) (12,928) (156,096) (57,145) (226,169) (396,984) (28,779) (1,042) 2012 $’000 (41,568) (326) (41,894) (5,141) (198,086) (65,377) (268,604) (366,794) (27,453) (1,576) (426,805) (395,823) 92 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 10. INCOME TAXES RELATING TO CONTINUING OPERATIONS A) RECOGNISED IN PROFIT OR LOSS CONSOLIDATED CURRENT TAX EXPENSE Current year income tax Adjustments for prior years income tax DEFERRED TAX EXPENSE Origination and reversal of temporary diff erences TOTAL TAX EXPENSE B) RECONCILIATION OF EFFECTIVE TAX RATE Profi t for the period 2013 $’000 19,002 524 19,526 11,130 30,656 2013 $’000 104,763 CONSOLIDATED 2012 $’000 37,897 1,385 39,282 4,710 43,992 2012 $’000 141,134 INCOME TAX USING THE COMPANY’S DOMESTIC TAX RATE OF 30% 31,429 42,340 Changes in income tax expense due to: Non-allowable expenses Tax losses Over provision for prior years Over provision for prior years – Research & Development Claim Eff ect of diff erent income tax rates for subsidiaries operating in a diff erent tax jurisdiction TOTAL INCOME TAX EXPENSE 161 2 (504) (435) 4 30,656 551 1,165 (67) - 3 43,992 Eff ective tax rate 29.26% 31.17% Notes to the Financial Statements NRW ANNUAL REPORT 2013 93 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 C) RECOGNISED DIRECTLY IN EQUITY Share issue costs (30%) TOTAL D) CURRENT TAX ASSETS AND LIABILITIES CURRENT TAX ASSETS AND LIABILITIES Income tax receivable Income tax payable The Group is not part of a tax consolidated group. E) DEFERRED TAX BALANCES CONSOLIDATED CONSOLIDATED 2012 $’000 - - 2012 $’000 - 22,913 2013 $’000 - - 2013 $’000 3,773 - ASSETS LIABILITIES NET Share based payments Costs of equity raising FY2011 2013 $’000 313 267 2012 $’000 - 401 Provisions 5,202 8,577 Work in progress (construction) Inventories PP&E Other creditors and accruals Other assets - - 171 3,169 17 - 15 93 4,383 72 2013 $’000 2012 $’000 - - - (10,313) (9,098) (14,237) - - - (14,376) (6,590) (6,960) - - 2013 $’000 313 267 5,202 (10,313) (9,098) (14,067) 3,169 (2,775) (1,772) (2,758) 2012 $’000 (1) 401 8,577 (14,375) (6,575) (6,867) 4,383 (1,700) DEFERRED TAX ASSETS / (LIABILITIES) 9,138 13,541 (36,424) (29,698) (27,286) (16,157) 94 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 11. EARNINGS PER SHARE Basic earnings per share Diluted earnings per share A) BASIC EARNINGS PER SHARE CONSOLIDATED 2013 2012 CENTS PER SHARE CENTS PER SHARE 26.6 26.5 34.8 34.7 The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: Profi t for the year CONSOLIDATED 2013 $‘000 74,107 Weighted average number of shares for the purposes of basic earnings per share (No.) 278,877 B) DILUTED EARNINGS PER SHARE The earnings used in the calculation of diluted earnings per share is as follows: Profi t for the year CONSOLIDATED 2013 $‘000 74,107 2012 $‘000 97,142 278,888 2012 $‘000 97,142 The weighted average number of ordinary shares used in the calculation of diluted earnings per share is as follows: CONSOLIDATED 2013 #No. ‘000 Weighted average number of shares for the purposes of basic earnings per share 278,877 Shares deemed to be issued for no consideration in respect of: - Options - Performance rights - 271 2012 #No. ‘000 278,888 - 765 Weighted average number of shares used for the purposes of diluted earnings per share 279,148 279,653 Notes to the Financial Statements NRW ANNUAL REPORT 2013 95 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 12. CASH AND CASH EQUIVALENTS Cash and cash equivalents Cash and cash equivalents includes cash on hand and in banks. 13. RECEIVABLES A) TRADE AND OTHER RECEIVABLES Current receivables Trade Receivables Other Receivables Retentions Securities (property bonds) SUBTOTAL Construction Work in Progress (Note 21) TOTAL TRADE & OTHER RECEIVABLES CONSOLIDATED CONSOLIDATED 2012 $’000 137,955 137,955 2012 $’000 134,038 311 164 83 134,596 145,842 280,438 2013 $’000 130,994 130,994 2013 $’000 67,096 434 4,324 80 71,934 133,118 205,052 The average credit period on sales of goods is 45 days. Allowances for doubtful debts are recognised against trade receivables between 60 days and 120 days based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current fi nancial position. B) MOVEMENT IN THE ALLOWANCE FOR DOUBTFUL DEBTS Balance at the beginning of the year Impairment losses recognised on receivables Amounts written off during the year as uncollectible Amounts recovered during the year BALANCE AT END OF YEAR CONSOLIDATED 2012 $’000 (56) - - 56 - 2013 $’000 - - - - - 96 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 C) AGEING OF IMPAIRED TRADE RECEIVABLES 60-90 days 90-120 days 120+ days BALANCE AT END OF YEAR CONSOLIDATED 2012 $’000 - - - - 2013 $’000 - - - - In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the end of the reporting period. The Directors believe that there is no further allowance required in excess of the allowance for doubtful debts. D) AGE OF RECEIVABLES THAT ARE PAST DUE BUT NOT IMPAIRED 60-90 days 90-120 days 120+ days TOTAL CONSOLIDATED 2012 $’000 4,073 294 2,505 6,872 2013 $’000 3,112 159 3,124 6,395 These relate to a number of trade receivable balances where for various reasons the payment terms have not been met. These receivables have been assessed to be fully recoverable. 14. INVENTORIES Raw materials and consumables Work in progress BALANCE AT 30 JUNE 15. OTHER CURRENT ASSETS Prepayments TOTAL CONSOLIDATED CONSOLIDATED 2013 $’000 42,953 5,594 48,547 2013 $’000 5,400 5,400 2012 $’000 28,356 5,018 33,374 2012 $’000 4,149 4,149 Notes to the Financial Statements NRW ANNUAL REPORT 2013 97 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 16. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment held by the consolidated entity include: LAND BUILDINGS LEASEHOLD IMPROVEMENTS PLANT AND EQUIPMENT $’000 $’000 $’000 $’000 TOTAL $’000 COST Balance at 30 June 2011 Eff ect of foreign currency exchange diff erences Additions Disposals BALANCE AS AT 30 JUNE 2012 Eff ect of foreign currency exchange diff erences Additions Disposals BALANCE AS AT 30 JUNE 2013 DEPRECIATION Balance at 30 June 2011 Depreciation Eff ect of foreign currency exchange diff erences Disposals BALANCE AS AT 30 JUNE 2012 Depreciation Eff ect of foreign currency exchange diff erences Disposals BALANCE AS AT 30 JUNE 2013 CARRYING AMOUNTS At 30 June 2012 At 30 June 2013 - - - - - 3,218 - 3,218 - - - - - - - - - 3,218 1,959 - 4,290 (2) 6,246 - 1,201 - 7,447 385 545 - (2) 928 1,052 - - 1980 5,318 5,467 1,083 385,479 388,521 - 122 - 1,205 - 34 - 1,239 339 121 - - 461 131 - - 592 745 647 2 2 140,011 (7,466) 518,026 144,423 (7,468) 525,478 9 9 76,090 (36,771) 557,355 120,110 40,901 1 (3,102) 157,910 42,747 5 (21,669) 178,993 360,116 378,363 80,544 (36,771) 569,260 120,835 41,568 1 (3,104) 159,299 43,930 5 (21,669) 181,565 366,179 387,695 98 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 17. OTHER INTANGIBLE ASSETS CARRYING AMOUNTS OF: Capital Development of Information Systems Software Licenses TOTAL CONSOLIDATED 2013 $’000 7,198 928 8,126 INTANGIBLES – CAPITALISED DEVELOPMENT INTANGIBLES – LICENCES $’000 $’000 COST Balance at 30 June 2011 Disposals BALANCE AS AT 30 JUNE 2012 Additions Disposals BALANCE AS AT 30 JUNE 2013 AMORTISATION Balance at 30 June 2011 Amortisation expense BALANCE AS AT 30 JUNE 2012 Amortisation expense Disposals BALANCE AS AT 30 JUNE 2013 CARRYING AMOUNTS At 30 June 2012 At 30 June 2013 1,005 - 1,005 11,165 (51) 12,119 153 326 479 4,453 (11) 4,921 526 7,198 - - - 1,429 - 1,429 - - - 502 - 502 - 928 2012 $’000 526 - 526 TOTAL $’000 1,005 - 1,005 12,595 (51) 13,549 153 326 479 4,955 (11) 5,423 526 8,126 The intangibles comprise of capital development of information systems and software licenses. The effective useful lives of the intangibles has been identifi ed as three years for the general network development and four years for software development costs and amortised accordingly. The carrying value will be assessed at least annually ongoing by the Directors. Notes to the Financial Statements NRW ANNUAL REPORT 2013 99 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 18. CONSOLIDATED ENTITIES PARENT ENTITY NRW Holdings Limited WHOLLY OWNED SUBSIDIARIES PRINCIPLE ACTIVITIES COUNTRY OF INCORPORATION OWNERSHIP INTEREST 2013 2012 Holding Company Australia - - NRW Pty Ltd as trustee for NRW Unit Trust Civil and Mining Australia Action Mining Services Pty Ltd (formerly Actionblast Pty Ltd) NRW Mining Pty Ltd Repairs and Fabrication Australia Investment Shell Australia NRW Intermediate Holdings Pty Ltd Intermediary Australia ACN 107724274 Pty Ltd NRW Guinea SARL Plant and Tyre Sales Australia Contract Services Guinea Indigenous Mining & Exploration Company Pty Ltd Investment Shell Australia NRW International Holdings Pty Ltd Investment Shell Australia Action Drill and Blast Pty Ltd (formerly NRW Drill & Blast Pty Ltd ) Drilling and Blasting Australia 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% All of the wholly-owned subsidiaries in Australia have entered into a deed of cross guarantee with NRW Holdings Limited pursuant to the ASIC Class Order 98/1418 and are relieved from the requirement to prepare and lodge an audited fi nancial report. NRW Guinea SARL is a wholly owned subsidiary of NRW Holdings Limited and is incorporated in the Republique of Guinea (West Africa) and not part of the above deed of cross guarantee arrangements. 100 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 The consolidated statement of comprehensive income of the entities party to the deed of cross guarantees are: CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Revenue Other income Finance income Finance costs Materials and consumables used Employee benefi ts expense Subcontractor costs Depreciation and amortisation expenses Plant and equipment costs Travel and accommodation Other expenses PROFIT BEFORE INCOME TAX Income tax expense PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Exchange diff erences arising on translation of foreign operations TOTAL COMPREHENSIVE INCOME FOR THE YEAR 2013 $’000 1,374,333 (3,020) 786 (15,462) (204,530) (426,147) (298,751) (48,871) (226,067) (38,792) (8,799) 104,680 (30,627) 74,053 2012 $’000 1,358,690 1,927 1,498 (14,358) (176,754) (394,608) (283,767) (41,887) (268,365) (31,855) (9,447) 141,074 (43,971) 97,103 CONSOLIDATED 2013 $’000 - 74,053 2012 $’000 - 97,103 Notes to the Financial Statements NRW ANNUAL REPORT 2013 101 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 The consolidated statement of fi nancial position of the entities party to the deed of cross guarantees are: CONSOLIDATED STATEMENT OF FINANCIAL POSITION ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Current tax assets Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangibles Goodwill Financial assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Borrowings Current tax liabilities Provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Borrowings Provisions Deferred tax liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Retained earnings TOTAL EQUITY 2013 $’000 131,029 205,052 48,547 3,733 5,388 393,750 392,544 3,236 24,417 3 420,199 813,949 193,390 52,379 - 19,910 265,679 167,191 1,201 27,286 195,677 461,356 352,593 156,432 2,991 193,170 352,593 2012 $’000 137,676 280,436 33,374 - 4,089 455,575 366,278 389 24,417 3 391,087 846,662 250,195 49,592 22,956 29,576 352,318 149,178 26 16,157 165,361 517,679 328,983 156,456 3,211 169,316 328,983 102 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 19. UNINCORPORATED JOINT OPERATIONS The Group has the following signifi cant interests in the following jointly controlled operations: NAME OF OPERATION PRINCIPAL ACTIVITY GROUP INTEREST 2013 2012 NRW VDM Joint Venture Mine Asset Development (earthworks) and Breakwater Construction. Now completed. LJN Consortium Asset Development Projects (camps rail etc). NRW-NYFL Joint Venture Car Dumper and Bulk Earthworks at Cape Lambert Port B Project. NRW-Eastern Guruma Joint Venture Mining and haulage of Section 10 iron ore deposit and Western Turner Brockman Bulk Earthworks. NRW-Ocean to Outback Joint Venture Hope Downs Village construction. Midwest Rail Joint Venture Bulk earthworks and rail upgrade of existing 92km rail, from Mullewa to Tilley Siding, for ore haulage. City East Alliance Upgrade of Great Eastern Highway. NRW, Eastern Guruma and NYFL Joint Venture Provision of Early Mining Services – Solomon Phase 1 for Fortescue Metals Group Limited. 50% 33% 50% 50% 50% 50% 15% 50% 50% 33% 50% 50% 50% 50% 15% 50% Other than the winding up of the NRW VDM Joint Arrangement, there has been no change in the Group’s ownership or voting interests in these joint arrangements for the reported years. The following amounts are included in the Groups consolidated fi nancial statements as a result of the proportionate consolidation of the above interests in Joint Operations. FINANCIAL INFORMATION CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE Income Expenses STATEMENT OF FINANCIAL POSITION Current assets Non-current assets Current liabilities Non-current liabilities 2013 $’000 320,817 308,950 69,176 387 61,961 - 2012 $’000 339,652 334,955 74,708 656 76,543 - Notes to the Financial Statements NRW ANNUAL REPORT 2013 103 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 20. GOODWILL Cost CONSOLIDATED 2013 $’000 24,417 24,417 2012 $’000 24,417 24,417 The carrying amount of goodwill is tested for impairment annually at 30 June or whenever there is an indicator that the asset may be impaired. The Group assesses the recoverable amount of the cash-generating unit based on the value-in-use calculation. Key assumptions made in determining “value-in-use” are as follows: Projected cash fl ows The assets recoverable amount or “value in use” is calculated using the Board approved budget for the year ending 30 June 2014 plus cash fl ow projections up to and including the year ended 30 June 2018. Estimated rate of growth The estimated growth rate of 5% has been agreed as the appropriate growth rate given estimate sales and forecast of future projects. Weighted average cost of capital The weighted average cost of capital including a risk margin has been set at a pre-tax discount rate of 18.0% (2012: 16.43%). The Directors assess there is no impairment of the goodwill as at 30 June 2013 (30 June 2012: nil). Sensitivities The Board has also performed a sensitivity assessment on the value-in-use calculation on the 5% growth rate used. The sensitivity assessment was performed at both 3% and 7%, with all other key assumptions remaining the same, neither of which resulted in an impairment to goodwill. E) COST Balance at beginning of fi nancial year BALANCE AT END OF FINANCIAL YEAR F) ACCUMULATED IMPAIRMENT Balance at beginning of fi nancial year Impairment losses recognised during the year BALANCE AT END OF FINANCIAL YEAR CONSOLIDATED CONSOLIDATED 2013 $’000 27,127 27,127 2013 $’000 (2,710) - (2,710) 2012 $’000 27,127 27,127 2012 $’000 (2,710) - (2,710) 104 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 21. AMOUNTS DUE FROM (TO) CUSTOMERS UNDER CONSTRUCTION CONTRACTS CONTRACTS IN PROGRESS Construction costs incurred plus recognised profi ts less recognised losses to date Less: progress billings Recognised and included in the consolidated fi nancial statements as amounts due: - from customers under construction contracts - to customers under construction contracts 22. PAYABLES CURRENT PAYABLES Trade Payables Goods and service tax Non trade payables and accruals CONSOLIDATED 2013 $’000 1,343,617 1,210,499 133,118 139,191 (6,073) 133,118 2012 $’000 1,205,514 1,059,672 145,842 153,845 (8,003) 145,842 CONSOLIDATED 2013 $’000 115,671 936 80,332 196,939 2012 $’000 167,777 1,823 80,818 250,418 The Group has fi nancial risk management policies in place to ensure that all payables are paid within the pre- agreed credit terms. All payables are expected to be settled within the next 12 months. Notes to the Financial Statements NRW ANNUAL REPORT 2013 105 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 23. BORROWINGS A) THE GROUP BORROWINGS IS COMPRISED OF CONSOLIDATED SECURED AT AMORTISED COST Current Finance lease liability Insurance funding TOTAL CURRENT Non-Current Finance lease liability TOTAL NON-CURRENT GROUP TOTAL 2013 $’000 52,379 - 52,379 167,191 167,191 219,570 2012 $’000 49,492 100 49,592 149,178 149,178 198,770 B) FINANCE FACILITIES Consolidated fi nance facilities as at 30 June 2013 FINANCE DESCRIPTION FACE VALUE (LIMIT) $’000 CARRYING AMOUNT (UTILISED) $’000 Asset Financing(1) Working Capital 315,982 64,716 219,570 - Consolidated fi nance facilities as at 30 June 2012 FINANCE DESCRIPTION FACE VALUE (LIMIT) $’000 CARRYING AMOUNT (UTILISED) $’000 Asset Financing(1) Working Capital Other 465,217 50,000 100 198,670 - 100 UNUTILISED AMOUNT (UTILISED) $’000 96,412 64,716 UNUTILISED AMOUNT (UTILISED) $’000 266,547 50,000 - (1) Terms range from 3 to 5 years SECURITY The main fi nance provider is the ANZ Banking Group which provides overdraft, trade fi nance, performance guarantees, asset fi nancing etc. Annual and periodic reviews take place as necessary subject to bank covenants and conditions as set in the agreement between the parties. As such the ANZ Banking Group has in place security by way of a fi xed and fl oating charge over all the Group’s present and future assets, undertaking (including goodwill) and unpaid/uncalled capital of the Company excluding security attaching to other asset fi nanciers. 106 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 24. PROVISIONS CONSOLIDATED Current Employee benefi ts Warranty TOTAL CURRENT PROVISIONS Non-current Employee benefi ts TOTAL NON-CURRENT PROVISIONS TOTAL CURRENT AND NON-CURRENT PROVISIONS 2013 $’000 14,220 1,919 16,139 1,201 1,201 17,340 WARRANTY PROVISION EMPLOYEE BENEFITS CONSOLIDATED Balance at 1 July 2012 Provisions made during the year Reductions arising from payments $’000 6,923 3,286 (826) Reductions resulting from re-measurement (7,464) BALANCE AT 30 JUNE 2013 Short-term provisions Long-term provisions TOTAL BALANCE AT 30 JUNE 2013 1,919 1,919 - 1,919 $’000 22,679 13,549 (20,807) - 15,421 14,220 1,201 15,421 2012 $’000 22,653 6,923 29,576 26 26 29,602 TOTAL $’000 29,602 16,835 (21,633) (7,464) 17,340 16,139 1,201 17,340 (i) The warranty provisions relates to the present value of the Directors’ best estimate of the future outfl ow of economic benefi ts that will be required under the Groups obligations for warranties arising from specifi c construction contracts at reporting date. The future cash fl ows has been estimated at the Directors’ best estimate of the expenditure required to settle the Group’s obligation and history of warranty claims. (ii) The provision for employee benefi ts represents annual leave and vested long service leave entitlements accrued and compensation claims made by employees. Notes to the Financial Statements NRW ANNUAL REPORT 2013 107 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 25. CONTRIBUTED EQUITY A) FULLY PAID ORDINARY SHARES CONSOLIDATED 2013 $’000 2012 $’000 Ordinary shares 278,877,219 fully paid ordinary shares (2012: 278,888,011) 156,432 156,456 The Company does not have authorised capital or par value in respect of its issued shares. All issued shares are fully paid. All shares rank equally. Fully paid ordinary shares carry one vote per share and carry a right to dividends. CONSOLIDATED CONSOLIDATED 2013 2012 # NO. ‘000 # NO. ‘000 FULLY PAID ORDINARY SHARES BALANCE AT THE BEGINNING OF THE FINANCIAL YEAR 278,888 278,888 Acquisition of treasury shares Transfer to contributed equity Share issue costs (587) 576 - - - - 2013 $’000 156,456 (1,285) 1,261 - 2012 $’000 156,456 - - - BALANCE AT THE END OF THE PERIOD 278,877 278,888 156,432 156,456 B) SHARE OPTIONS AND PERFORMANCE RIGHTS GRANTED Information relating to the Group’s options and performance rights, including details of issued, exercised and lapsed during the fi nancial year and outstanding at the end of the fi nancial year, is set out in Note 31. 26. RESERVES Share based payment reserve Foreign currency reserve TOTAL RESERVES CONSOLIDATED 2013 $’000 2,991 (214) 2,777 2012 $’000 3,211 (242) 2,969 108 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 SHARE BASED PAYMENT RESERVE Balance at the beginning of the fi nancial year Equity compensation Shares issued for vested rights Share based payments BALANCE AT THE END OF THE FINANCIAL YEAR FOREIGN CURRENCY TRANSLATION RESERVE Balance at the beginning of the fi nancial year Exchange diff erences arising on translation of foreign operations BALANCE AT THE END OF THE FINANCIAL YEAR TOTAL RESERVES CONSOLIDATED CONSOLIDATED 2012 $’000 1,635 1,576 - - 3,211 2012 (248) 6 (242) 2,969 2013 $’000 3,211 - (1,261) 1,042 2,991 2013 (242) 28 (214) 2,777 Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency translation reserve. The reserve is recognised in the income statement when the foreign operation is disposed of. 27. RETAINED EARNINGS Balance at the beginning of the fi nancial year Net profi t attributable to members of the parent entity Dividends paid (Note 28) BALANCE AT THE END OF THE FINANCIAL YEAR CONSOLIDATED 2013 $’000 169,753 74,107 (50,199) 193,661 2012 $’000 108,866 97,142 (36,255) 169,753 Notes to the Financial Statements NRW ANNUAL REPORT 2013 109 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 28. DIVIDENDS A) DIVIDENDS PAID Recognised amounts paid: Fully paid ordinary shares, fully franked Final dividend to 30 June 2011 Interim dividend to 31 December 2011 2013 2012 CENTS PER SHARE TOTAL $’000 CENTS PER SHARE 5.00 8.00 Final dividend to 30 June 2012 Interim dividend to 31 December 2012 10.00 8.00 27,888 22,311 50,199 Unrecognised amounts: Fully paid ordinary shares, fully franked Final dividend to 30 June 2012 Final dividend to 30 June 2013 5.00 13,944 TOTAL $’000 13,944 22,311 36,255 10.00 27,889 On 21 August 2013, the Directors declared a fully franked fi nal dividend of 5 cents per share to the holders of fully paid ordinary shares in respect of the fi nancial year ended 30 June 2013. B) FRANKING ACCOUNT CONSOLIDATED FRANKING ACCOUNT BALANCE AT 1 JULY Australian income tax paid(1) Franking credits attached to dividends paid: - as fi nal dividend - as interim dividend FRANKING ACCOUNT BALANCE AT 30 JUNE 2013 $’000 40,692 46,174 (11,952) (9,562) 65,352 Franking credits that will arise from the payment /(refund) of income tax payable as at reporting date (3,733) Franking credits that will arise from the payment of declared before the fi nancial report was authorised for issue but not recognised as a distribution to equity holders during the period. NET FRANKING CREDITS AVAILABLE (5,976) 55,643 (1) Excludes income tax payments made in overseas tax jurisdictions. 2012 $’000 41,076 15,154 (5,976) (9,562) 40,692 23,034 (11,952) 51,774 110 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 29. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES A) RECONCILIATION OF PROFIT FOR THE PERIOD TO NET CASH FLOWS FROM OPERATING ACTIVITIES CONSOLIDATED PROFIT FOR THE PERIOD Adjustments for: Loss on sale of property, plant and equipment Net foreign exchange (gain)/loss Depreciation and amortisation GST funded on asset fi nancing Working capital funding Share based payment expense OPERATING PROFIT BEFORE CHANGES IN WORKING CAPITAL AND PROVISIONS Change in trade and other receivables Change in provision for doubtful debts Change in inventories Change in other assets Change in trade and other payables Change in provisions and employee benefi ts Change in provision for income tax Change in deferred tax balances NET CASH FROM OPERATING ACTIVITIES 2013 $’000 74,107 2,811 29 48,885 5,944 7,537 1,042 140,355 75,386 - (15,173) (1,253) (53,479) (12,262) (26,686) 11,129 118,017 2012 $’000 97,142 887 3 41,894 - - 1,576 141,502 (125,041) (56) (10,345) 2,767 115,764 19,773 22,953 5,866 173,183 B) NON-CASH INVESTING ACTIVITIES During the year, the Group acquired $66,446,150 (2012: $117,664,059) of equipment under fi nance lease and asset trade fi nance. These acquisitions will be refl ected in the statement of cash fl ows over the term of the fi nance leases via repayments of borrowings and fi nance leases. 30. FINANCIAL INSTRUMENTS FINANCIAL RISK MANAGEMENT The Board has ultimate responsibility to manage the Group’s risk management policy. In addition suitable prevention controls and action plans are put in place and the risk policies and procedures are reviewed periodically. The Group’s overall fi nancial risk strategy seeks to ensure appropriate funding levels, approved treasury directives to meet ongoing project needs and new growth. In addition it is seen as critical that the going concern basis is maintained and adequate working capital is available. Primarily interest bearing debt, cash and cash deposits, trade receivables and payables are the main focus of fi nancial instruments engaged by the Group. The Group is also exposed to some foreign currency risks although considered minimal. Notes to the Financial Statements NRW ANNUAL REPORT 2013 111 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 CAPITAL RISK MANAGEMENT The capital structure of the Group comprises of debt (borrowings), cash and cash equivalents, and equity to the relevant stakeholders. The majority of capital funding is required for the long term purchase of operating assets. These are primarily placed under hire purchase borrowing arrangements under a clubbing arrangement through the ANZ Banking Group Ltd. The cash position is reviewed regularly and ensures the Group will be able to pay its debts as and when they fall due. GEARING RATIO The Board meets regularly to determine the level of borrowings and funding required. The gearing ratio is infl uenced directly from the capital structure including the payment of dividends and any other movement in debt. The gearing ratio was calculated at 30 June as: BORROWINGS (NOTE 23) Cash (Note 12) NET DEBT Equity NET DEBT TO EQUITY RATIO CONSOLIDATED 2013 $’000 219,570 (130,994) 88,576 352,870 25% 2012 $’000 198,770 (137,955) 60,815 329,178 18% FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying values of fi nancial assets and fi nancial liabilities recorded in the fi nancial statement approximate their fair values. INTEREST RATE RISK MANAGEMENT The debt clubbing arrangement with its main banker the ANZ Banking Group Ltd continues for the group. Under this arrangement a progressive drawdown is used to aid the supply of new assets and subsequently these repayments are grouped into a tranche where a hire purchase repayment schedule is set up. Repayments are generally made quarterly and the progressive draw incurs interest only. Furthermore a residual is in most cases set at 25% and terms tend to be set for fi ve years. The Board continues to review its risk associated with any covenants and borrowing conditions. The bank imposes various covenants and ratio calculations that must be met. These are calculated quarterly. The Group enjoys a mixture of fi xed and variable borrowings to manage both cash and long term capital purchases. The long term debt specifi cally relating to capital purchases of plant and machinery is fi xed. The Group does not enter into any specifi c swaps or hedging relative to any interest rate volatility. Ongoing reviews of available cash or credit in anticipation of contract awards continues and is formally reported monthly or ad hoc subject to any market activity. Given the Group has most of the fi nancing under fi xed rate hire purchase or other similar asset fi nancing agreements, the exposure to market rate volatility lies mainly in the overdraft and progressive drawdown facilities. Considering a swing of 3% in the interest rate cost of funds, would not provide a material impact to the Group. 112 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 LIQUIDITY RISK MANAGEMENT Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining banking facilities, ensuring a tight credit control program, continuously monitoring forecast and actual cash fl ows, and considering the level of capital commitment commensurate with market demand for commodities. The contractual maturity for its fi nancial liabilities and fi nancial assets are set out in the following tables. The table shows the effective interest rates and average interest rates as relevant to each class. A) CONSOLIDATED INTEREST AND LIQUIDITY ANALYSIS 2013 EFFECTIVE INTEREST RATE TOTAL 0 TO 30 DAYS 31 DAYS TO < 1 YEAR 1 TO 5 YRS > 5YRS % $’000 $’000 $’000 $’000 $’000 FINANCIAL ASSETS Cash and cash equivalents Trade and other receivables FINANCIAL LIABILITIES Asset fi nancing Trade and other payables 1.50% - 7.12% - 130,994 205,052 336,046 256,140 196,939 130,994 65,195 196,189 3,946 154,412 453,079 158,358 - 139,857 139,857 48,433 42,527 90,960 - - - 203,761 - 203,761 - - - - - - B) CONSOLIDATED INTEREST AND LIQUIDITY ANALYSIS 2012 EFFECTIVE INTEREST RATE TOTAL 0 TO 30 DAYS 31 DAYS TO < 1 YEAR 1 TO 5 YRS > 5YRS % $’000 $’000 $’000 $’000 $’000 FINANCIAL ASSETS Cash and cash equivalents Trade and other receivables FINANCIAL LIABILITIES Asset fi nancing Trade fi nance Trade and other payables 2.50% - 137,955 280,438 418,393 8.46% 234,585 137,955 143,255 281,210 1,636 - - - - - 250,418 190,550 59,868 - 137,183 137,183 - - - 61,907 171,042 - - - 485,103 192,206 121,855 171,042 - - - - - - - - Other borrowings 9.24% 100 20 80 Notes to the Financial Statements NRW ANNUAL REPORT 2013 113 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 FOREIGN EXCHANGE AND CURRENCY EXPOSURE The Group reports its functional currency in Australian dollars. The Board considers that movements in foreign currency (negative or positive) will have minimal impact on operating profi ts, given that most projects are agreed and billed in Australian dollars. Any new developments which the Group considers or bids for are considered as part of the risk management by the board. Other than specifi c transactions or purchases negotiated with the supplier, the majority of transactions dealing in foreign currency are dealt with at spot. The Groups operations in West Africa – Guinea have a continued minor exposure to foreign currency movements given the traded currency is Guinea Francs. No material changes have occurred from prior years and as such predominantly, the exposure to foreign currency fl uctuations is based on the transfer of funds for services rendered in the country of West Africa – Guinea and for reimbursing on payments made by NRW Guinea SARL on behalf of NRW Pty Ltd. The cash balances held in Guinea at 30 June 2013 (at spot) was $5,571 AUD (2012: $278,639 AUD). No hedging is entered into for the purposes of the Guinea operations. Cash is converted to USD and then into GNF as required. Volatile market movements is considered low risk, given the majority of the cash is utilised quickly and intentionally not left idle for long periods. CREDIT RISK The credit risk associated with the Group is primarily if any third party fails to meet its obligations to pay its debt as and when they fall due. Trade and other receivables primarily continue in the 30 to 60 day band. Cash retentions are small in nature given the priority to utilise bonds and bank guarantees. The retention or guarantee/bond period varies from contract to contract under the terms of each contract. Where terms are exceeded by the customer no interest is charged on late payments, however management continue to follow a strict credit policy as part of day to day cash fl ow management and pursue any delays or late payments vigorously. The carrying amount of fi nancial assets recorded in the fi nancial statements net of any allowance for losses, represents the Group’s maximum exposure to credit risk without taking into account the value of any collateral. The total amount of guarantees at 30 June 2013 stands at $32,284,488 (2012: $36,426,544) and bonds held stand at $100,592,178 (2012: $95,984,753). 31. SHARE BASED PAYMENTS SENIOR MANAGEMENT AND DIRECTOR OPTION PLAN (“SMDOP”) The SMDOP is a Senior Management and Director share Option Plan and has been put in place since NRW’s admission to the ASX. No options have been issued under the plan to date. The Board has the discretion to determine the terms and conditions applying to each offer of options under the SMDOP including performance conditions attaching to the exercise of options, restrictions on transfer and disposal, exercise price of options and amount payable for a grant of options. The SMDOP will be accounted for as equity settled share-based payments where the fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. EMPLOYEE GIFT OFFER (“EGO”) No new issues of shares have been provided during the year ended 30 June 2013. (2012: Nil). 114 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 PERFORMANCE INCENTIVE RIGHTS PLAN FY13 Awards In respect of the LTI component of the FY13 Awards, the following table shows the total number of Performance Rights granted to NRW’s KMP. The table sets out the number of Performance Rights that will be eligible to vest, subject to application of the Vesting Conditions on 15 September 2015. No. Rights expected to vest on 15 Sept 2015 Maximum potential number of Performance Rights for FY13 Award Total number of Performance Rights granted under the FY13 Award Mr J Pemberton Mr W Rooney Mr M Stewart Mr W Fair Mr M Wallace Total 10,260 2,204 13,102 3,489 - 29,055 684,006 255,362 146,186 88,317 101,081 1,274,952 34,200 7,345 43,673 11,631 - 96,849 Fair Value of Performance Rights The estimation of the fair value of share-based payment awards requires judgement with respect to the appropriate valuation methodology. The choice of valuation methodology is determined by the structure of the awards, particularly the vesting conditions. The table below shows the valuation methodology used for each award. Valuation Methodology for each award: Award Type Grant Date Vesting conditions Valuation methodology Performance Rights 28 November and 18 June 2013 Relative TSR EPS Growth ROCE Monte-Carlo simulation Analytical Analytical Each valuation methodology we have used has been chosen from those available to us to incorporate an appropriate amount of fl exibility with respect to the particular performance and vesting conditions of the award. Notes to the Financial Statements NRW ANNUAL REPORT 2013 115 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 Valuation assumptions The following table summarises the key assumptions adopted for valuation of the awards. Grant date Award type 18 June 2013 Performance Rights 28 November 2012 Performance Rights Vesting conditions Relative TSR, ROCE and EPS Relative TSR, ROCE and EPS Share price at the grant date Performance of total awards granted Performance condition Awards granted on Vesting date $0.925 40% EPS 18 June 2013 15 September 2015 30% ROCE $1.48 30% RTSR 28 November 2012 15 November 2015 Performance period 1 July 2012 to 30 June 2015 1 July 2012 to 30 June 2015 Expected life Risk free interest rate Volatility Dividend yield FY12 Awards 2.2 years 2.49% 55% 8.5% 3 years 2.66% 50% 9% In respect of the LTI component of the FY12 Awards, the following table shows the total number of Performance Rights granted to NRW’s KMP. The Vesting Conditions noted above at Section 3 were applied against the fi rst tranche of those Performance Rights (34% of Performance Rights granted) in FY12 and against the second tranche of those Performance Rights (33% of Performance Rights granted) in FY13. The number of Performance Rights that vested and converted into ordinary shares in NRW on 15 September 2012 and are due to vest on 15 September 2013, respectively, are shown alongside each Executive KMP member in the table below. The table also sets out the number of Performance Rights that will be eligible to vest, subject to application of the Vesting Conditions on each subsequent vesting date. Total Number of Performance Rights Granted under the FY12 Award Tranche 1 Performance Rights that vested on 15 September 2012^ Tranche 2 Performance Rights eligible to vest on 15 September 2013 Tranche 3 Performance Rights eligible to vest on 15 September 2014 Mr J Pemberton Mr W Rooney Mr M Stewart Mr T Cook Mr W Fair Mr K Bounsell Mr M Wallace Total 841,377 348,448 211,570 76,015 73,479 85,165 74,649 1,710,703 286,068 118,472 71,934 25,845 24,983 28,957 25,381 581,640 83,296 34,496 20,945 - 7,274 8,431 - 154,442 277,654 114,988 69,818 - 24,248 28,104 - 514,812 ^In respect of the Performance Rights that were eligible to vest on 15 September 2012, through the application of the Vesting Conditions, all (100%) of the Performance Rights that were eligible to vest to each Executive KMP under the First Tranche of the FY12 Award (34% of all Performance Rights granted under 116 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 the FY12 Award) vested. The applicable outcomes of the Vesting Conditions tested in respect of the First Tranche of the FY12 LTI Award are as follows: FY12 LTI Award – Performance Rights Application of Vesting Conditions to Rights that vested on 15 September 2012 LTI Vesting Condition, Weighting Maximum vesting achieved at Basis of Measurement Result Achieved Vesting EPS Growth, Weighting 40% ROCE, Weighting 30% EPS Growth of 10% Audited result ROCE of 25% Audited result EPS Growth of 116% ROCE of 45% 100% x 40% weighting = 40% vesting 100% x 30% weighting = 30% vesting Relative TSR, Weighting 30% NRW’s Relative TSR being 3rd or better Link Market Services / Miraqle Metrics provided independent calculation of NRW Relative TSR NRW’s Relative TSR Performance of 1st out of 11 100% x 30% weighting = 30% vesting TOTAL VESTING 100% In respect of the Performance Rights that are eligible to vest on 15 September 2013, through the application of the Vesting Conditions, only the awards relating to the ROCE Vesting Condition (30%) vested. None (0%) of the awards relating to the EPS (40%) or RTSR (30%) Vesting Conditions vested. The applicable outcomes of the Vesting Conditions tested in respect of the Second Tranche of the FY12 LTI Award are as follows: FY12 LTI Award – Performance Rights Application of Vesting Conditions to Rights that are due to vest on 15 September 2013 LTI Vesting Condition, Weighting Maximum vesting achieved at Basis of Measurement Result Achieved Vesting EPS Growth, Weighting 40% ROCE, Weighting 30% Relative TSR, Weighting 30% TOTAL VESTING EPS Growth of 10% Audited result ROCE of 25% Audited result EPS Growth of (23%)** ROCE of 31% 0% x 40% weighting = 0% vesting 100% x 30% weighting = 30% vesting NRW’s Relative TSR being 3rd or better Orient Capital Pty Ltd provided independent calculation of NRW Relative TSR NRW’s Relative TSR Performance of 8th out of 11 100% x 30% weighting = 0% vesting 30% Fair Value of Performance Rights The estimation of the fair value of share-based payment awards requires judgement with respect to the appropriate valuation methodology. The choice of valuation methodology is determined by the structure of the awards, particularly the vesting conditions. The table below shows the valuation methodology used for each award. Valuation Methodology for each award: Award Type Grant Date Vesting conditions Valuation methodology Performance Rights 23 November 2011 and 12 March 2012 Relative TSR EPS Growth ROCE Monte-Carlo simulation Binomial Tree Binomial Tree Notes to the Financial Statements NRW ANNUAL REPORT 2013 117 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 Each valuation methodology we have used has been chosen from those available to us to incorporate an appropriate amount of fl exibility with respect to the particular performance and vesting conditions of the award. Valuation assumptions The following table summarises the key assumptions adopted for valuation of the awards. Key assumptions for the awards granted on 23 November 2011 Grant date 23 November 2011 Award type Vesting conditions Performance Rights Relative TSR, ROCE and EPS Share price at the grant date $2.78 Tranche Vesting date Expected life Risk free interest rate Volatility Dividend yield 1 2 3 15 September 2012 15 September 2013 15 September 2014 0.8 years 3.40% 50% 6.0% 1.8 years 3.09% 50% 6.0% 2.8 years 3.07% 50% 6.0% 32. FINANCE LEASES FINANCE LEASES AS LESSEE Non-cancellable fi nance leases are payable as follows: The majority of new plant and equipment purchases are fi nanced using hire purchase as described in the fi nancial instrument Note 30. The average lease term is fi ve years. Interest rates underlying all obligations under fi nance leases are fi xed at respective contract dates ranging from 7.0% to 10.25% (2012: 7.0% to 10.25%). MINIMUM FUTURE LEASE PAYMENTS PRESENT VALUE OF MINIMUM FUTURE LEASE PAYMENTS No later than 1 year 2013 $’000 61,658 Later than 1 year and not later than 5 years 194,482 Later than fi ve years Minimum future lease payments(1) Less future fi nance charges Present value of minimum lease payments - 256,140 (36,571) 219,570 2012 $’000 63,543 171,042 - 234,585 (35,915) 198,670 2013 $’000 52,379 167,191 - 219,570 - 219,570 2012 $’000 49,492 149,178 - 198,670 - 198,670 (1) Minimum future lease payments include the aggregate of all the lease payments and any guaranteed residual value. Included in the fi nancial statement as: (Note 23 ‘Borrowings’): 118 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 Current borrowings Non-current borrowings 33. OPERATING LEASES OPERATING LEASES AS LESSEE CONSOLIDATED 2013 $’000 52,379 167,191 2012 $’000 49,492 149,178 219,570 198,670 Non-cancellable operating lease rentals (excluding property rentals - see below) are payable are as follows: Less than one year Between one and fi ve years More than fi ve years Property lease rentals are payable as follows: Less than one year Between one and fi ve years More than fi ve years CONSOLIDATED 2013 $’000 8,278 101 - 8,379 2012 $’000 15,963 7,453 - 23,416 CONSOLIDATED 2013 $’000 3,037 11,462 867 15,366 2012 $’000 5,157 18,271 854 24,282 The majority of property leases relate to commercial property. The majority of these property leases contain market or CPI review clauses during the term of the leases. The Group does not have the option to purchase the leased assets at the end of the lease period. Notes to the Financial Statements NRW ANNUAL REPORT 2013 119 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 34. CAPITAL AND OTHER COMMITMENTS CONSOLIDATED Capital expenditure commitments – Plant and equipment and Other Within one year Between one and fi ve years Later than fi ve years 35. CONTINGENCIES Bank guarantees Insurance bonds BALANCE AT THE END OF THE FINANCIAL YEAR 2013 $’000 3,980 23,083 - 27,063 2013 $’000 32,284 100,592 132,876 CONSOLIDATED 2012 $’000 12,124 48,496 - 60,620 2012 $’000 36,426 95,985 132,411 The Group has bank guarantees and bonds issued in respect of contract performance in the normal course of business in respect to its construction contracts. CLAIMS Certain claims arising out of construction contracts have been made by or against certain controlled entities in the ordinary course of business, some of which involve litigation or arbitration. The Directors do not consider the outcome of any of these claims will have a material adverse impact on the fi nancial position of the consolidated entity. 36. RELATED PARTIES The ultimate parent entity within the Group is NRW Holdings Limited. The interests in subsidiaries are set out in Note 18. TRADING SUMMARY Sales of goods or services made to related parties were made at arm’s length and under normal commercial market conditions. They comprise of: 120 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 KEY MANAGEMENT PERSON AND/OR RELATED PARTY TRANSACTION BOOKED IN GROUP (I) OTHER RELATED PARTY – REVENUE TRANSACTION VALUE 2013 $ 2012 $ Mr W Fair - JSW Australia Revenue on services income for civil contracting works. - (51,925) (II) OTHER RELATED PARTY – EXPENSE Mr W Fair - Northwest Quarries PTY LTD (III) INTER GROUP TRANSACTIONS Purchases of raw material, subcontract services and equipment hire 7,096,922 - NRW Pty Ltd – Purchases from ACN 107 724 274 Purchases of tyres, electrical equipment and back charge of repairs and maintenance. - 309,087 NRW Pty Ltd – Purchases from Action Mining Services Repairs and maintenance, plant and module purchases and labour hire. 10,644,444 6,254,103 NRW Pty Ltd – Sales to Action Mining Services Back charges for labour and miscellaneous. - 10,508 NRW Pty Ltd – Revenue from NRW Holdings Transfer of grants and government incentives or payments received 316,227 806,727 NRW Pty Ltd - Sales to NRW VDM Joint Venture Subcontractor Services - 5,313,362 NRW Pty Ltd - Sales to NRW-NYFL Joint Venture Subcontractor Services 108,059,714 86,226,526 NRW Pty Ltd - Sales to LJN Joint Venture Subcontractor Services - 7,295,628 NRW Pty Ltd - Sales to NRW Eastern Guruma Joint Venture Subcontractor Services 339,877,555 194,881,835 NRW Pty Ltd – Sales to OTOC Joint Venture Subcontractor Services NRW Pty Ltd – Sales to The Mid West Rail Joint Venture Subcontractor Services NRW Pty Ltd – Sales to City East Alliance Subcontractor Services 480,691 298,570 5,032,084 33,886,452 623,244 1,007,794 NRW Pty Ltd – Sales to NRW- Eastern Guruma-NYFL Joint Venture Subcontractor Services 73,755,163 108,014,192 NRW Pty Ltd – Sales to Action Drill & Blast Back charges for plant, labour and other re project works 12,811 19,495,586 NRW Pty Ltd - Purchases from NRW VDM Joint Venture Employee travel and accommodation charges and other - 3,790,950 NRW Pty Ltd - Purchases from NRW Guinea SARL Management Fee and cost back charges 1,212,930 1,627,465 Action Drill & Blast – Sales to NRW-Eastern Guruma-NYFL Joint Venture Subcontractor Services 12,598,914 23,111,425 NRW Pty Ltd – Purchases from Action Drill & Blast Drill & Blast Services and back charges 72,083,292 68,238,811 Action Drill & Blast – Sales to NRW-Eastern Guruma Joint Venture Drill & Blast Services and back charges 13,044,018 6,038,791 Action Drill & Blast – Purchases from Action Mining Services Repairs and maintenance, plant and module purchases and labour hire. 546,373 119,683 Action Drill & Blast – Sales to Action Mining Services Back charges of labour - 2,494 Notes to the Financial Statements NRW ANNUAL REPORT 2013 121 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 B) RELATED PARTY OUTSTANDING BALANCES Amounts receivable from or payable to related parties at reporting date were as follows: CONSOLIDATED ACCOUNT RECEIVABLE BALANCES Other related parties Total related party assets ACCOUNTS PAYABLE BALANCES Other related parties Total related party payables 2013 $’000 - - 2,104 2,104 2012 $’000 - - - - The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No expense has been recognised in the current or prior periods for bad or doubtful debts in respect of the amounts owed by related parties. C) KEY MANAGEMENT PERSONNEL REMUNERATION The following were key management personnel of the Group at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period. DIRECTORS Dr I Burston Mr J Cooper Mr M Arnett Mr J Pemberton EXECUTIVES Mr K Hyman Mr M Wallace (1) Mr T Raschella (2) Mr W Rooney Mr M Stewart Mr T Cook Mr W Fair Chairman and Non-Executive Director Non-Executive Director Non-Executive Director Managing Director & Chief Executive Offi cer Company Secretary, Risk Management & Legal Chief Financial Offi cer (Left) Acting Chief Financial Offi cer Managing Director - Civil and Mining General Manager – Civil General Manager Mining – West Coast and Overseas Mining (Resigned) Drill & Blast General Manager (1) Mark Wallace left on 7th August 2013. (2) Tony Raschella acting appointment 7th August 2013. 122 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 The key management personnel compensation included in ‘Employee benefi ts expense’ (see Note 8(a)) is as follows: Short term employee benefi ts Other long term benefi ts Post employment benefi ts Share based payments TOTAL CONSOLIDATED 2013 5,468,072 36,354 221,387 1,121,875 6,847,688 2012 7,610,346 83,564 303,183 1,575,839 9,572,930 Detailed information on remuneration of key management personnel is set out in the Remuneration Report in the Directors Report. D) OPTIONS OVER EQUITY INSTRUMENTS GRANTED AS COMPENSATION Apart from the in-substance options described in the directors report, no options were issued to or held by key management personnel or their related parties during the reporting period (2012: Nil). E) MOVEMENTS IN ORDINARY SHARES The movement during the reporting period in the number of ordinary shares in NRW Holdings Ltd held directly, indirectly or benefi cially, by each key management personnel, including their related parties, is: FOR THE YEAR ENDED 30 JUNE 2013 FOR ORDINARY SHARES KEY PERSON HELD AT 1 JULY 2012 PURCHASES(1) RECEIVED AS COMPENSATION Mr J Pemberton 2,540,014 110,500 Dr I F Burston Mr J Cooper Mr M Arnett Mr K Hyman Mr M Wallace Mr M Stewart Mr W Rooney Mr T Cook Mr W Fair TOTAL 329,492 10,000 280,474 22,474 - - - - - - 45,000 - - - - - - - 3,182,454 155,500 - - - - - - - - - - - (1) All purchases were made via purchases of shares on-market. RECEIVED ON OPTIONS /RIGHTS EXERCISED 286,069 - - - - 25,381 71,934 118,472 25,845 24,983 SALES / TRANSFERS / NET OTHER CHANGE HELD AT 30 JUNE 2013 - - - - 22,474 - - - - - 2,936,583 329,492 55,000 280,474 - 25,381 71,934 118,472 25,845 24,983 552,684 22,474 3,868,164 Notes to the Financial Statements NRW ANNUAL REPORT 2013 123 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 A) PERFORMANCE RIGHTS OVER EQUITY INSTRUMENTS GRANTED AS COMPENSATION All performance rights issued to key management personnel were made in accordance with the provisions of the Company’s Long Term Incentive plan as outlined in the remuneration report. FOR THE YEAR ENDED 30 JUNE 2012 FOR ORDINARY SHARES KEY PERSON HELD AT 1 JULY 2011 PURCHASES(1) RECEIVED AS COMPENSATION RECEIVED ON OPTIONS /RIGHTS EXERCISED SALES / TRANSFERS / NET OTHER CHANGE HELD AT 30 JUNE 2012 Mr J Pemberton 2,540,014 Dr I F Burston 329,492 - - Mr J Cooper Mr M Arnett Mr K Hyman Mr M Wallace Mr M Stewart Mr W Rooney Mr T Cook Mr W Fair TOTAL - 10,000 280,474 22,474 23,500 - - - - - - - - - - - 3,195,954 10,000 - - - - - - - - - - - (1) All purchases were made via purchases of shares on-market. 37. EVENTS AFTER THE REPORTING PERIOD - - - - - - - - - - - - - - - - - - - - - - 2,540,014 329,492 10,000 280,474 22,474 - - - - - 3,182,454 There has not arisen in the interval between the end of the fi nancial year and the date of this report any transaction or event of a material nature likely in the opinion of the Directors, to affect signifi cantly the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in subsequent fi nancial years. 38. AUDITOR’S REMUNERATION CONSOLIDATED AUDIT SERVICES Auditors of the Company Deloitte Touche Tohmatsu - Audit and review of fi nancial reports - Non recurring items (ERP related) OTHER SERVICES Deloitte Touche Tohmatsu - Other Audit and services TOTAL 2013 $ 306,525 50,000 23,345 379,870 2012 $ 299,500 - 1,155 300,655 124 Notes to the Financial Statements NRW ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 39. PARENT ENTITY INFORMATION As at, and throughout, the fi nancial year ended 30 June 2013 the parent company of the Group was NRW Holdings Limited. The accounting policies of the parent entity, which have been applied in determining the fi nancial information shown below, are the same as those applied in the consolidated fi nancial statements. Refer to Note 2 for a summary of the signifi cant accounting policies relating to the Group. A) FINANCIAL POSITION PARENT Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Contributed equity Retained earnings Reserves Share based payment reserve Total equity B) FINANCIAL PERFORMANCE Profi t for the year Other comprehensive income TOTAL COMPREHENSIVE INCOME 2013 $’000 222,085 34,745 256,830 230 - 230 156,456 97,452 2,692 256,600 2012 $’000 259,346 34,489 293,835 19,521 - 19,521 156,456 114,647 3,211 274,314 PARENT 2012 $’000 73,100 - 73,100 2013 $’000 32,631 - 32,631 Notes to the Financial Statements NRW ANNUAL REPORT 2013 125 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 C) GUARANTEES ENTERED INTO BY THE PARENT ENTITY IN RELATION TO THE DEBTS OF ITS SUBSIDIARIES: Debt borrowings TOTAL PARENT 2012 $’000 198,770 198,770 2013 $’000 219,570 219,570 NRW Holdings Limited has entered into a Deed of Cross Guarantee with: • NRW Pty Ltd ATF NRW Unit Trust • Action Drill & Blast Pty Ltd • Action Mining Services Pty Ltd • A.C.N. 107724274 Pty Ltd • NRW Intermediate Holdings Pty Ltd Historical unit trust distributions from NRW Unit Trust (subsidiary) to NRW Holdings Limited (parent) have been historically amended to be compliant with the trust deed. Historical unit trust distributions have not been settled by way of cash as at 30 June 2013, the balances owing are recorded in the intercompany receivable and payable of the parent and subsidiary respectively. The deferred tax impacts have also been amended. Profi t for the year Other comprehensive income (expense) for the year, net of tax Total comprehensive income Total Current assets Total non-current assets Total assets Total current liabilities Total non-current liabilities Total liabilities Contributed equity Reserves Retained Earnings Total equity 2012 OLD 71,231 - 71,231 2012 OLD 282,719 34,489 317,208 19,521 8,254 27,775 156,456 3,211 129,766 289,433 ADJ. 1,869 - 1,869 ADJ. (23,373) - (23,373) - (8,254) (8,254) - - (15,119) (15,119) 2012 NEW 73,100 - 73,100 2012 NEW 259,346 34,489 293,835 19,521 - 19,521 156,456 3,211 114,647 274,314 126 Notes to the Financial Statements NRW ANNUAL REPORT 2013 SHAREHOLDER INFORMATION FOR THE YEAR ENDED 30 JUNE 2013 SHAREHOLDER INFORMATION The shareholder information set out below was applicable as at 9th August 2013. NRW’s contributed equity comprises 278,888,011 fully paid ordinary shares. DISTRIBUTION OF SHAREHOLDINGS: RANGE FULLY PAID ORDINARY SHARES 100,001 and Over 10,001 to 100,000 5,001 to 10,000 1,001 to 5,000 1 to 1,000 Total Unmarketable Parcels 188,722,265 64,025,384 15,011,505 10,293,482 835,375 278,888,011 311,886 % 67.67 22.96 5.38 3.69 0.30 100.00 0.11 NO OF HOLDERS 157 2,346 1,860 3,323 1,589 9,275 972 % 1.69 25.29 20.05 35.83 17.13 100.00 10.48 Shareholder Information NRW ANNUAL REPORT 2013 127 SHAREHOLDER INFORMATION FOR THE YEAR ENDED 30 JUNE 2013 NRW’S 20 LARGEST SHAREHOLDERS RANK NAME 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 J P MORGAN NOMINEES AUSTRALIA LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED JP MORGAN NOMINEES AUSTRALIA LIMITEDNATIONAL NOMINEES LIMITED CITICORP NOMINEES PTY LIMITED ZERO NOMINEES PTY LTD CITICORP NOMINEES PTY LIMITED UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD JULIAN ALEXANDER PEMBERTON THE J P TRUST BNP PARIBAS NOMS PTY LTD QIC LIMITED RBC INVESTOR SERVICES - AUSTRALIA NOMINEES PTY LIMITED CS FOURTH NOMINEES PTY LTD MR STEVEN SCHALIT & MS CANDICE SCHALIT KEITH BOUNSELL BOUNSELL FAMILY TRUST HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED PETER LAURENCE DE SAN MIGUEL 20 YAZAD SUPER PTY LTD SUBSTANTIAL SHAREHOLDERS MR ROBERT MANASSEN & MRS CYNTHIA MANASSEN 1,221,433 SHARES % INTEREST 40,381,092 14.48% 31,463,369 24,382,858 15,587,904 12,881,437 7,574,112 6,789,834 3,736,999 2,540,014 1,929,819 1,644,742 1,545,476 1,380,320 1,042,232 1,038,149 810,412 680,121 638,882 625,000 11.28% 8.74% 5.59% 4.62% 2.72% 2.43% 1.34% 0.91% 0.69% 0.59% 0.55% 0.49% 0.44% 0.37% 0.37% 0.29% 0.24% 0.23% 0.22% As at the date of this report, the names of substantial holders in the Company who have notifi ed the Company in accordance with Section 671B of the Corporations Act 2001 are set out below: NAME J P MORGAN NOMINEES AUSTRALIA LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED JP MORGAN NOMINEES AUSTRALIA LIMITED CASH INCOME A/C NATIONAL NOMINEES LIMITED VOTING RIGHTS SHARES 40,381,092 31,463,369 24,382,858 15,587,904 % INTEREST 14.48% 11.28% 8.74% 5.59% Every shareholder present in person or represented by a proxy or other representative, shall have one vote for each share held by them. 128 Shareholder Information NRW ANNUAL REPORT 2013 INDEPENDENT AUDITOR REPORT FOR THE YEAR ENDED 30 JUNE 2013 Independent Auditor Report NRW ANNUAL REPORT 2013 129 INDEPENDENT AUDITOR REPORT FOR THE YEAR ENDED 30 JUNE 2013 130 Independent Auditor Report NRW ANNUAL REPORT 2013 This page has been left blank intentionally This page has been left blank intentionally Holdings Limited Holdings Limited NRW Holdings Limited 181 Great Eastern Highway Belmont WA 6104 Australia Telephone: Facsilime: +61 8 9332 4200 +61 8 9232 4232 Email: Website: info@nrw.com.au nrw.com.au