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Annual Report 2015

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N A V I T A S L I M I T E D A N N U A L R E P O R T 2 0 1 5 II Navitas Limited Annual Report 2015 CONTENTS Operating and Financial Report 002 Navitas’ Global Footprint – Colleges, Campuses and Offices 004 Highlights and Achievements 006 Board of Directors 008 Navitas Leadership Team 010 Chairman's and Group Chief Executive Officer's Report 014 Financial Report 018 Divisional Review of Operations 022 Strategy and Corporate Responsibility 028 ValueShare Incentive Scheme 032 Corporate Governance Statement 033 Financial Statements 034 Consolidated Statement of Profit or Loss and Other Comprehensive Income 034 Consolidated Statement of Financial Position 035 Consolidated Statement of Cash Flows 036 Consolidated Statement of Changes in Equity 037 Notes to the Financial Statements 038 Directors’ Report 072 Directors’ Declaration 085 Additional Information 088 Investor Information 089 Glossary 090 Corporate Information 094 Navitas Limited Annual Report 2015 001 002 Navitas Limited Annual Report 2015 Navitas exists to provide people around the world with the opportunity to realise their ambitions through lifelong education and training. We do this by anticipating the world’s learning needs, creating and delivering a comprehensive range of quality education options and equipping people with essential skills and experiences. VISION To be one of the most trusted learning organisations in the world. Navitas is passionate about creating opportunities through lifelong learning, and being a global leader in delivering better learning solutions. MISSION VALUES We have conviction to our purpose and potential. We demonstrate drive by achieving and advancing together. We are adventurous in mind and spirit. We demonstrate rigour in enhancing our professional reputation and credibility. We are genuine in the way we behave and deliver. We show respect by celebrating, valuing and caring for people and the environment. Navitas Limited Annual Report 2015 003 004 Navitas Limited Annual Report 2015 NAVITAS’ GLOBAL FOOTPRINT – COLLEGES, CAMPUSES AND OFFICES Navitas offers an extensive range of educational services via more than 120 colleges and campuses across its global network. More information about education opportunities at these locations is available at navitas.com. North America Atlanta, Boca Raton, Boston, Bowling Green, Chicago, Dartmouth, Durham, Los Angeles, Lowell, Miami, Nashville, New York, San Francisco, San Jose, Vancouver, Winnipeg Mexico Inicio Colleges and Campuses (Region) Colleges and Campuses (City) Offshore Marketing Offices (Region) China, India, Japan, Kenya, Middle East, Nigeria, Pakistan, Russia, South Korea, Turkey, UK, Vietnam Offshore Marketing Offices (City) Beijing, Beyoglu, Dubai, Guangzhou, Hanoi, Ho Chi Minh City, Hong Kong, Jakarta, Lagos, Lahore, London, Moscow, Nairobi, New Delhi, Seoul, Shanghai, Taipei, Tokyo Navitas Limited Annual Report 2015 005 Europe Amsterdam, Athens, Belgrade, Barcelona, Berlin, Bochum, Brussels, Bucharest, Cologne, Frankfurt, Geneva, Hamburg, Istanbul, Leipzig, Ljubljana, Madrid, Milan, Munich, Paris, Rotterdam, Stockholm, Stuttgart, Vienna, Zurich United Kingdom Aberdeen, Birmingham, Cambridge, Edinburgh, Glasgow, Hertfordshire, Liverpool, London, Northampton, Oxford, Plymouth, Portsmouth, Swansea India Chennai, Bangalore, Mumbai Bangladesh Dhaka Middle East Amman, Dubai, Jeddah, Qatar Sri Lanka Colombo Africa Cape Town South East Asia Bangkok, Jakarta, Kuala Lumpur, Singapore Australia/New Zealand Adelaide, Auckland, Brisbane, Byron Bay, Canberra, Christchurch, Geelong, Gold Coast, Darwin, Melbourne, Newcastle, Perth, Sydney, 006 Navitas Limited Annual Report 2015 HIGHLIGHTS AND ACHIEVEMENTS KEY HIGHLIGHTS Continued delivery of strong student experience and academic outcomes including higher than 90% progression rates to university for University Programs and continued improvement of Net Promoter Scores for Professional and English Programs and SAE. Two new university partnerships announced under the existing royalty model – partnering with Florida Atlantic University and University of Northampton. Two new university partnerships announced under the new joint venture model – partnering with Western Sydney University and the University of Canberra. Three university partner contracts renewed with similar terms and conditions. Promising discussions with potential new university partners, particularly in the US. Professional and English Programs continued its growth trajectory and leveraged scale benefits and operational efficiency. SAE delivered a strong second half result. 12% Group Revenue $980.3 million 13%* EBITDA $163.1 million 11%* Net profit after tax $91.4 million 11%* Earnings per Share 24.3 cents 21% Economic Value Added® 14% Wealth distributed $717.6 million Group capability and capacity further developed. 21% growth in Economic Value Added.® *excluding goodwill impairment ® Registered trademark of Stern Stewart Corporate Responsibility Diversity – Management Diversity – Board Volunteer hours Donations ($000) 44.3 63.2 63.6 41.5 58.5 36.4 36.8 55.7 Management Staff Male Female Male Female Male Female 33.3 890 774 66.7 Hrs 1,150 ABCN Management Other 191.0 1,083.0 Scholarships Fundraising Wealth Distributed ($m) Wealth Distributed (%) Health and Safety* FY11 FY12 FY13 FY14 FY15 6 6 24 $717.6m 10 21 33 474.2 498.1 529.5 664.0 717.6 University and consortium partners Teaching and academic employees Other employees Shareholders — dividends Governments — income taxes Reinvested as depreciation, amortisation and retained earnings Metric Fatalities Lost Time Injury Frequency Rate (LTIFR) Prosecutions or Regulatory/ Improvement notices *Australia only Performance 0 2.3 0 Navitas Limited Annual Report 2015 007 Financial Summary Revenues EBITDA* Profit attributable to members of Navitas* 2015 $000s 2014 $000s 2013 $000s 2012 $000s 2011 $000s 2010 $000s 2009 $000s 2008 $000s % Change 15/14 980,341 878,219 731,734 688,530 643,812 556,743 470,696 345,438 12% 163,107 144,929 130,002 126,817 121,144 96,700 77,059 63,443 13% 91,352 82,032 74,575 73,149 80,736 64,251 49,191 37,430 11% Basic earnings per Share (cents)* 24.3 21.8 19.9 19.5 22.7 18.8 14.3 10.8 11% Interim dividend per Share (cents) (fully franked) 9.4 9.4 9.3 9.4 8.7 8.1 5.5 4.7 Final dividend per Share (cents) 10.1 10.1 10.2 10.1 12.0 10.7 8.8 6.2 0% 0% EVA created 62,861 51,779 46,602 38,524 58,630 54,573 40,551 27,288 21% Operating cashflows 141,834 140,939 126,819 73,859 69,458 86,504 104,344 78,609 1% Total equity 206,667 211,709 235,747 233,560 239,213 103,446 98,576 93,980 -2% Return on capital employed 22.8% 19.9% 19.0% 19.4% 50.0% 60.0% 47.3% 33.6% 15% Revenue ($m) EBITDA ($m) NPAT ($m) FY11 FY12 FY13 FY14 FY15 643.8 688.5 731.7 878.2 FY11 FY12 FY13 FY14 121.1 126.8 130.0 144.9* FY11 FY12 FY13 FY14 980.3 FY15 163.1* FY15 80.7 73.1 74.6 82.0* 91.4* Revenue Distribution 5 9 7 6 9 64 Australia UK Europe Canada USA ROW 5 6 6 7 9 67 FY15 – $980.3m FY14 – $878.2m *excluding goodwill impairment 008 Navitas Limited Annual Report 2015 BOARD OF DIRECTORS Pictured left to right: James King, Diana Eilert, Harvey Collins, Tracey Horton, Rod Jones, Tony Cipa. HARVEY COLLINS BBus, FCPA, SFFin, FAICD Non-Executive Chairman Appointed 9 November 2004 Mr Collins has extensive executive and board experience in a range of industries. From 1986 to 1996 he held senior management roles in Western Australian regional bank, Challenge Bank Limited, including five years as Chief Financial Officer. From 1997 to 2002, he was an executive director of listed investment company, Chieftain Securities Limited. From May 2009 to September 2012, he was the non-executive Chairman of Bank of Western Australia Limited (Bankwest). From February 2004 to 30 June 2013, he was a non-executive director (Deputy Chairman) of Verve Energy (Electricity Generation Corporation). Mr Collins has held board appointments in industries as diverse as financial services, health insurance, telecommunications, equipment hire, mining services, franchising and electricity. He is a past member of the WA State Council of the Australian Institute of Company Directors. During the past three years, Mr Collins has not served as a director of any other listed companies. *Denotes current directorship TONY CIPA BBus, Grad Dip Accounting Non-Executive Director Appointed 1 May 2014 Mr Cipa has extensive international business and finance experience including his roles as Chief Financial Officer and Executive Finance Director for CSL Limited, the ASX listed international biopharmaceutical company. During his time leading the finance function of CSL the company grew from a previously government-owned business to a global market leader with over 20 international locations including the USA, UK, Canada and Germany. Mr Cipa was CFO from 1994 to 2000 then served as Executive Finance Director on CSL's Board of Directors from 2000 to 2010. Mr Cipa is currently the Chairman of the Audit and Risk Committee and a Non-Executive Director of ASX listed Skilled Group. He is also the Chairman of the Audit and Risk Committee and a Non-Executive Director of Healthscope Limited. Mr Cipa is also a Non-Executive Director at Mansfield District Hospital. During the past three years Mr Cipa has served as a director of the following other listed companies: • Skilled Group* (from 4 April 2011) • Healthscope Limited* (from 28 June 2014) ROD JONES BComm, DEd (Hon) ECowan, MAICD Group Chief Executive Officer and Managing Director Appointed 18 June 2004 Mr Jones has 35 years’ experience in educational administration and has held a number of senior administrative positions within the Government and the private education sectors. His background covers both secondary and higher education in Australia. Mr Jones has been involved in international education since 1987 and is recognised as one of the leaders in the successful establishment of the sector in Australia. He is one of the co- founders of Navitas and has been instrumental in the expansion and development of the Navitas model into the various markets in which it now operates. In April 2007, Mr Jones received an honorary Doctor of Education from Edith Cowan University in recognition of his outstanding contribution to the development of the international education sector both in Australia and overseas, and in 2008 was named the Australian Ernst and Young Entrepreneur of the Year. In 2010, Mr Jones was recognised by his colleagues with an International Education Excellence Award from the International Education Association of Australia for his leadership in the field of international education. Mr Jones is a member of the Business Council of Australia and the Australian Institute of Company Directors. He is also a significant supporter of a number of charitable causes in Australia. During the past three years, Mr Jones has not served as a director of any other listed companies. Navitas Limited Annual Report 2015 009 DIANA EILERT BSc Maths & Chemistry, MComm Finance & Marketing Non-Executive Director TRACEY HORTON BEcon (Hons) UWA, MBA Stan, Prof Emer, FAICD, FGIA Non-Executive Director Appointed 28 July 2014 Appointed 13 June 2012 Ms Eilert is a professional non-executive director with extensive board and executive experience gained in a 25 year career across a variety of sectors. Ms Eilert is currently a non-executive director of Veda (ASX: VED), AMP Life, Network NSW and Queensland Urban Utilities, and was previously a non-executive director of digital business realestate.com.au (ASX:REA) and digital start- ups such as “onthehouse” and OurDeal. Ms Eilert has held operational roles as Group Executive in Suncorp’s entire insurance business and later, Group Executive People, Technology, Marketing and Joint Ventures for Suncorp. She had 10 years’ experience with Citibank running retail bank credit and risk, the mortgage business, the retail funds management business, and the Direct Bank, reporting to the Country Head. Most recently Ms Eilert was Head of Strategy and Corporate Development for News Ltd, where her focus was on digital transformation and emerging business models. During the past three years Ms Eilert has served as a director of the following other listed companies: • Veda Group Limited* (from 18 October 2013 to present) • Onthehouse Holdings Limited (from 1 July 2012 to 26 November 2013) Ms Horton has extensive international business and education experience most recently as Winthrop Professor and Dean of the University of Western Australia’s Business School where she was responsible for leading more than 200 faculty and staff and around 5,000 students. Prior to this role she completed executive or senior management roles in North America with Bain & Company and across Australia with Poynton and Partners and the Reserve Bank of Australia. Ms Horton has significant governance experience currently serving on a number of Boards including ASX listed Skilled Group and Automotive Holdings Group. Ms Horton is the Chairman of Presbyterian Ladies College and Fashion Council - WA and President of the Chamber of Commerce and Industry (WA). Ms Horton is also a member of the Australian Takeovers Panel and the Bain & Company Advisory Board. She was previously Chairman of D’Orsogna Ltd and Deputy Chair of the Water Corporation in WA. During the past three years Ms Horton has served as a director of the following other listed companies: • Skilled Group* (from 10 February 2011) • Automotive Holdings Group Limited* (from 3 May 2012) JAMES KING BComm, FAICD Non-Executive Director Appointed 9 November 2004 Mr King brings to the Board of Navitas over 30 years of management and board experience with major multinational corporations in Australia and internationally. Mr King was with Foster's Group Limited and was Managing Director Carlton & United Breweries and Managing Director Foster's Asia. Prior to joining Foster's in 1997, Mr King was President of Kraft Foods (Asia Pacific) and resided in Hong Kong for six years from 1991. Mr King is currently a non-executive director of JB Hi-Fi Limited and Pacific Brands Limited. He was previously on the board of The Trust Company Limited, the Council of Xavier College Melbourne and was also Chairman of the Juvenile Diabetes Research Foundation (Vic). Mr King is a Fellow of the Australian Institute of Company Directors, and is the current Captain of Royal Melbourne Golf Club. During the past three years, Mr King has served as a director of the following other listed companies: • JB Hi-Fi Limited* (from 10 May 2004) • Pacific Brands Limited* (from 4 September 2009) • The Trust Company Limited (from 1 February 2007 to 18 December 2013) 010 Navitas Limited Annual Report 2015 NAVITAS LEADERSHIP TEAM ROD JONES BComm, DEd (Hon) ECowan, MAICD Group Chief Executive Officer and Managing Director 20 years at Navitas Rod has over 35 years' experience in educational administration and has held a number of senior administrative positions within the Government and the private education sectors. His background covers both secondary and university education in Australia. Rod has been involved in international education since 1987 and is recognised as one of the leaders in the successful establishment of the sector in Australia. He is one of the co-founders of Navitas and has been instrumental in the expansion and development of the Navitas model into the various markets in which it now operates. In April 2007, he received an honorary Doctor of Education from Edith Cowan University in recognition of his outstanding contribution to the development of the international education sector both in Australia and overseas, and was the 2008 Australian Ernst and Young Entrepreneur of the Year. In 2010 Rod was recognised by his colleagues with an International Education Excellence Award from the International Education Association of Australia for his leadership in the field of international education. BRYCE HOUGHTON* BCA, ICANZ, INFINZ, MAICD Chief Financial Officer 10 years at Navitas Bryce joined Navitas in January 2005 as CFO and is responsible for board and external financial reporting, capital management, tax planning, investor relations, performance measurement, property and advising on mergers and acquisitions. He has previously held positions at Price Waterhouse, National Bank of New Zealand Ltd and Fonterra Cooperative Group Ltd. Bryce holds a Bachelor of Business of Commerce and Administration from Victoria University of Wellington and has also completed Columbia University’s Senior Executive Program. He is a member of the Australian Institute of Company Directors, the Institute of Chartered Accountants of New Zealand and the Institute of Finance Professionals New Zealand Inc. Bryce is Director of Hagar Australia, a not-for-profit organisation dedicated to restoring the lives of exploited and abused women and children in Cambodia, Vietnam and Afghanistan. *While CFO for the full reporting period, as advised to ASX on 20 August 2015, Bryce Houghton resigned from Navitas effective 30 September 2015. JOHN WOOD BEcon (Hons), DPhil Chief Executive Officer, University Programs 8.5 years at Navitas John has overall responsibility to lead and grow the operations of Navitas’ University Programs division and also oversees the relationships with Navitas’ partner universities. He was the Deputy Vice-Chancellor at Edith Cowan University and previously the Foundation Dean of the College of Business at the University of Notre Dame, Perth, Western Australia, where he was also the Deputy Vice-Chancellor (Academic). John graduated with first class honours in Economics from the University of Western Australia and from Oxford with a Doctorate in Economics and he has undertaken Harvard’s strategic management programme. He has taught at universities throughout the world, including at Oxford, the American International University of Europe and Stanford. He has edited and co-edited 153 volumes on the world’s great economists and leading management thinkers. John has held executive leadership positions including in the Office of the Prime Minister and in State Government in the Departments of Premier and Cabinet; Transport, Employment and Training; State Development and Commerce and Trade. He has served Ministers from all major political parties. He also held senior private sector positions, including a period as Chief Economist and Strategist with Ernst & Young. John also served on a range of boards, including Perth Education City, the WA Chair of the Committee of Economic Development of Australia and was on the Board of HBF for 11 years. John was appointed by the State and Federal Ministers to the Australian Qualifications Framework Council during 2011 to 2014. Navitas Limited Annual Report 2015 011 LYNDELL FRASER BEcon (Hons), MEcon (Hons), MBA Chief Executive Officer, Professional and English Programs ROB LOUREY BBus (HR), ADip PM, MAICD Group General Manager, Human Resources 6 years at Navitas 2 years at Navitas Lyndell joined the Navitas Group in 2009 and has overall responsibility to lead and grow the operations of Navitas’ Professional and English Programs Division. Lyndell has held senior appointments in the financial services industry with key line and portfolio responsibilities in banking and general insurance with major Australian institutions as well as in areas of strategy, distribution and corporate and government relations. She has served on the board of the Insurance Council of Australia and on various taskforces of the Australian Bankers’ Association, and currently is a board member of the environmental organisation, Planet Ark and on the Sydney Business Chamber and Sydney First Regional Advisory Council. Rob has many years’ experience in the human resources function across a number of industries including media, property, construction, manufacturing and financial services. Rob has been the principal human resources executive in publicly listed companies in each of these sectors and has had responsibility for operations in Australia, Asia, UK/Europe, Africa, US and New Zealand. Rob has been a non-executive director with Afrox and Afrox Healthcare, South African listed companies and Michael Page International, a FTSE plc; and KU Children’s Services, an Australian early childhood education organisation. Rob holds a Bachelor of Business in Human Resources and an Associate Diploma in Personnel Management and is a member of the Australian Institute of Company Directors. NAVITAS IS AN ESTABLISHED, GLOBALLY DIVERSIFIED ORGANISATION THAT HAS DELIVERED SIGNIFICANT OUTCOMES FOR STUDENTS, PARTNERS, EMPLOYEES AND SHAREHOLDERS OVER ITS 20 YEAR HISTORY. 012 Navitas Limited Annual Report 2015 NAVITAS LEADERSHIP TEAM (CONTINUED) NEIL HITCHCOCK Chief Information Officer 18 years at Navitas Neil has been involved with the Navitas Group since 1996. With a background in Finance and Administration, Neil was involved in the set-up team which oversaw the establishment of operational structure, systems and processes in many Navitas businesses. When the Navitas Group consolidated in November 2004, Neil took on responsibility for all IT matters. This includes the setting of Group policies and guiding the management, dissemination, structure and use of information by all stakeholders to enhance decision making processes. He is also responsible for the strategic development and management of the information and knowledge systems that are used by the Navitas Group. SCOTT JONES BComm, GAICD Chief Executive Officer, SAE 14 years at Navitas Scott was appointed to the role of Chief Executive Officer of SAE in July 2014, having been Chief Operating Officer at SAE since January 2013. Prior to his role at SAE, Scott was Executive General Manager responsible for Navitas’ Student Recruitment Division (from 2007 to 2013), Director of Marketing and Admissions at Curtin University, Sydney (2005 to 2007), and Marketing Manager (from 2001). Scott has a strong track record of growth, organisational performance and leadership, both within Navitas and SAE, and before that within the FMCG sector. Scott started his career with Coca Cola Amatil and the Mars Corporation in sales and marketing roles. PATRICK BROTHERS BSc, MBA Group General Manager Strategy and Business Development 1 year at Navitas Patrick joined Navitas in 2014 and is responsible for Corporate Strategy, Program Management and Business Development. Patrick’s primary focus is the transformation and growth of Navitas to ensure the company achieves its full potential as a leading global provider of educational services. Prior to joining Navitas, Patrick held a number of senior appointments working across Asia, Europe and the Middle East, most recently as Chief Development Officer with the Leighton Group, also with Deloitte and the Australian Defence Force. Patrick holds a Masters of Business Administration from the Australian Graduate School of Management, a Bachelor’s Degree in Mathematics and Computer Science from the University of New South Wales and is a graduate of the Royal Military College Duntroon. Navitas Limited Annual Report 2015 013 014 Navitas Limited Annual Report 2015 CHAIRMAN'S AND GROUP CHIEF EXECUTIVE OFFICER'S REPORT In its 20th year of operation Navitas has again delivered high quality academic outcomes to our students and partners in a global education sector that is rapidly evolving. The Group continued to achieve high progression rates in the University Programs Division. Net Promoter Scores improved in the Professional and English Programs and SAE Divisions. We also expanded our global agent network and the number of courses and programs available to students. Royalties paid to our university partners increased by 15%. Financially, we delivered 12% revenue growth to $980.3m (FY14: $878.2m) and, in line with market guidance, underlying EBITDA growth of 13% to $163.1m (FY14: $144.9m). The Group incurred a $19.5m goodwill impairment in FY15 for a number of businesses including SIBT, Study Overseas Limited and Navitas Resources Institute. These businesses had their carrying value reduced to nil. Underlying NPAT, excluding goodwill impairment, was up 11% to $91.4m (FY14:$82.0m). Underlying earnings per Share, excluding goodwill impairment, also increased 11% to 24.3 cents per Share (FY14: 21.8 cents per Share). Reported NPAT was up 39% to $71.8m and reported earnings per Share increased by 39% to 19.1 cents per Share. The full year dividend remains at 19.5 cents per Share fully franked. Business operations University Programs The Division remained focused on academic quality and student outcomes, partnering with universities to enhance academic and support services to students. Recent outcomes highlighted pleasing results including retention rates of over 85% and progression to partner university rates of over 90%. The Division also engaged with partner universities in the development of new programs and to support the achievement of their strategic goals. Royalties paid to university partners increased by 15%. In early FY15 Navitas announced that its agreement for SIBT with Macquarie University would not be renewed by the university from February 2016, with the full earnings impact not being felt until the second half of FY16 and the first half of FY17. The contract for Macquarie City Campus, the Sydney CBD managed campus of Macquarie University was not renewed and will close in January 2016. In addition, Australian and UK colleges face a number of challenges which are impacting enrolment growth in the short term. In the UK HARVEY COLLINS Non-Executive Chairman ROD JONES Group Chief Executive Officer and Managing Director Navitas Limited Annual Report 2015 015 GROUP REVENUE EBITDA* NET PROFIT AFTER TAX* 12% 13% 11% this is due to recent changes to student visa policy settings which mean that providers risk losing Highly Trusted Sponsor status if more than 10% of their visa applications are rejected. Softness in Australian enrolments is due to a number of factors including the need for stricter assessment of students from Nepal and India, as well as the beginning of the impact of the non-renewal of the Macquarie University contract. These, and other factors, resulted in the most recent semester enrolments for the Division being in line with the prior corresponding period. Excluding Macquarie University operations, total Divisional enrolments grew by 2%. Navitas is working with university partners, the agent network and governments to mitigate these issues. In terms of financial performance the University Programs division recorded underlying EBITDA growth (excluding goodwill impairment) of 15% to $140.4m (FY14: $121.8m). The Division signed two university agreements under the existing royalty model – one with Florida Atlantic University for Navitas’ sixth US college and one with the University of Northampton, for Navitas’ 10th UK college. To create additional options for partners the Division also developed the new joint venture model. Two new university agreements were signed under the joint venture model – one with the Western Sydney University and one with the University of Canberra, where Navitas acquired 51% of an existing college. Finally, all three University of Massachusetts college agreements were renewed under similar terms and conditions, with one being extended for 10 years. Professional and English Programs (PEP) The Professional and English Programs Division achieved a further improvement on student survey results during the year with Net Promoter Scores increasing in FY15 surveys. *excluding goodwill impairment In another record year, the Division delivered underlying EBITDA growth of 17% to $29.5m (FY14: $25.2m) with ACAP, HSA, NCPS, ELICOS and Careers & Internships generating strong returns. Scale benefits and operational efficiency also delivered earnings and margin improvement. As anticipated AMEP volumes declined following changes to Australia’s humanitarian and refugee intake. More recently Australian enrolments were impacted by the longer term effects of Streamlined Visa Processing including an ongoing drop in international students recruited onshore. Increased Department of Immigration and Border Protection involvement in visa assessment in higher risk markets such as Nepal, India and Vietnam also affected growth. Towards the end of FY15 the Australian government issued guidelines on how it plans to further expand streamlined visa processing via a new system called the Simplified Student Visa Framework (SSVF). Under the SSVF all education providers registered to teach international students will be rated on their past students’ immigration risk which will then determine what evidence will be required from students to secure a visa. Regardless of the minimum requirements Navitas will continue to complete robust student assessments to ensure that all students are genuine. The SSVF system will be implemented in FY17 and should help to ensure Australia retains its reputation as a welcoming education destination. Other higher education reforms which could improve access and choice for Australian domestic students remain unlegislated though this may change in FY16. Regulatory and policy settings for international students in both Canada and the US remained stable throughout the year. As it has for several years Navitas continues to engage and work with governments globally to seek appropriate regulatory and policy settings for genuine students pursuing high quality education outcomes. Sustainability and quality is critical for Navitas and the Company seeks to influence education policy where it can. SAE SAE recorded 7% growth in EBITDA in FY15 to $26.1m (FY14: $24.5m), representing a 21% increase in the second half compared to prior corresponding period. This result followed solid enrolment growth, particularly in Australia. Ex’pression College generated $0.5m EBITDA in its first full year of Navitas ownership ($2.5m before $2.0m of transaction and integration costs). Operating environment Regulatory change continued to occur in key markets, most notably in the UK following the reduction in the visa refusal rate in November 2014. As a result Navitas implemented risk management strategies to ensure Navitas’ UK colleges remain well below the threshold, but inevitably these measures reduced University Programs UK enrolment growth rates. UK government commentary since winning re-election in May does not indicate any immediate positive change to education policy though the well-known economic and global connectivity benefits of international education to destination countries may influence policy settings over time. In Australia Navitas’ enrolments from Nepal and India moderated following the application of stricter assessment criteria on student applications. These measures were instigated by Navitas following higher than acceptable levels of non-genuine student applications from those countries in 2013 and early 2014 as students tested the relatively new Streamlined Visa Processing rules. 016 Navitas Limited Annual Report 2015 CHAIRMAN'S AND GROUP CHIEF EXECUTIVE OFFICER'S REPORT (CONTINUED) Globally, demand for international education continues to grow, with the number of students enrolled outside their country of citizenship rising, from 2.1m worldwide in 2000 to 4.5m in 2012. This is largely due to the growing wealth of the middle class in developing countries and capacity shortfalls in these regions. Demand is projected to keep growing to over 8.0m by 2025. In terms of international student market share, the US and UK continue to dominate the rankings while Australia, Germany, France and Canada all hold approximately 6% market share each.* Strategic developments The significant changes currently being experienced by the education sector globally including the effect of regulation, technology and competition is unprecedented in Navitas’ 20 year history. However as a leading global education provider with a diversified portfolio and strong heritage of delivering high quality educational outcomes to students and partners, Navitas is well positioned to adapt to, and manage, such change. In FY15 we demonstrated this by maintaining record retention and progression rates, working with partners to develop and deliver new programs, expanding our global agent network and engaging with governments to influence and manage regulatory change. Under the key pillars of quality, efficiency and growth Navitas continued to progress its existing strategy in FY15 centered on the three key metrics of: 1. End-to-end student and client experiences; 2. Student and client outcomes; and 3. Strategic relationships. Specific growth opportunities which were progressed in the year included: • University Programs expansion in the US market with continued enrolment growth and the opening of a sixth US college. Business development capability also increased with a number of new resources including the appointment of an Executive General Manager University Programs Business Development for Europe and North America; • Improvement in SAE internal capability and product expansion – SAE’s refreshed leadership team drove SAE growth of 7% with the Australia region growing 28%; * Project Atlas, US Department of State, 2014 • Implementing Navitas’ new Sales and Marketing structure – now functional in China; • Strengthening senior management capability with a number of senior appointments including the new role of General Manager Strategy and Business Development, the abovementioned Executive General Manager University Programs Business Development for Europe and North America and a new CFO for SAE US; and • The development of new business models to provide partners with more options with the launch of the University Programs joint venture model Navitas and its communities Navitas continued to progress its corporate responsibility strategy in FY15, supporting a number of education-based projects via the Navitas Education Trust (NET), as well as matching donations raised by students and staff to support the victims of the earthquake in Nepal with a total of $107,400 donated. We are also proud to report that Navitas distributed more than 130 scholarships in FY15 worth more than $0.9m and over 1,600 hours of employee and student time was dedicated to volunteering programs around the world. The Navitas Education Trust, funded by an annual $0.5m contribution from Navitas, awarded four grants in FY15. The first supported Room to Read to establish 12 libraries in existing schools in Sri Lanka and Nepal as well as funding the creation, production and distribution of new local language books in both countries. The second funded ABCN to deliver six three- year scholarships to students across Australia from high needs schools to help them complete high school and enter tertiary education. The third involves working with Hagar to help educate abused and trafficked women and children in Afghanistan. This three-year project aims to help around 300 women and children re-integrate into society through education. The final project, also for three years, funds Classroom of Hope to improve the skills and resources of teachers, school leaders and the community based around seven schools in Battambang province, Cambodia. Navitas also supported Western Australian- based sporting teams in FY15, maintaining jersey sponsorship of the Western Force and also becoming joint naming rights sponsors of the Navitas Satalyst Racing team, the WA based cycling team with a UCI Continental licence. More information about these projects and Navitas’ broader corporate responsibility strategy can be found on page 28 of this report. The Board FY15 saw significant refreshing of Navitas’ board in line with its succession and renewal policy. This included the appointment of Diana Eilert to the Board as non-executive director in July and the retirement of Peter Larsen and Ted Evans at the Annual General Meeting. Both Peter and Ted contributed significantly to Navitas; Peter was a co-founder of Navitas and Ted was a director of Navitas for more than 10 years. Outlook In accordance with previous announcements, the Group anticipates FY16 EBITDA will remain broadly in line with FY15. The material earnings impact from the loss of the University Programs’ MQC and SIBT on-campus contracts will take effect from February 2016. This is expected to be mitigated by earnings growth from other University Programs contracts and the other Divisions within the Group. Navitas is an established, globally diversified organisation that has delivered significant outcomes for students, partners, employees and shareholders over its 20 year history. We recognise the challenges ahead and are well positioned to adapt to, and manage, such change. HARVEY COLLINS Chairman ROD JONES Group Chief Executive Officer Navitas Limited Annual Report 2015 017 018 Navitas Limited Annual Report 2015 FINANCIAL REPORT We are pleased to provide the following report detailing the 2015 financial year. Navitas Financial Performance Navitas’ (the “Group” or “NVT”) results for the year ended 30 June 2015 and the prior corresponding period (pcp) are shown below. Year ended 30 June 2015 Year ended 30 June 2014 Change % 980.3 163.1 91.4 71.8 24.3 19.1 19.5 878.2 144.9 82.0 51.6 21.8 13.7 19.5 12 13 11 39 11 39 - and a 0.4% increase in the University Programs Division. This was offset by a margin decline in SAE, largely as a result of non-recurring expenses brought to account in the first half of FY15. Total revenue ($m) Underlying EBITDA ($m)* NPAT ($m)* Reported NPAT ($m) EPS (cents)* Reported EPS (cents) Full year dividend (cents) *excluding goodwill impairment The full year fully franked dividend of 19.5 cents per Share is unchanged and reflects strong fundamentals such as low debt, strong cash flow and long term facilities. The final dividend for the year is 10.1 cents per Share (FY14: 10.1 cents per Share). Total revenue increased by 12% to $980.3m (FY14: $878.2m) with growth recorded following student and client enrolment increases. Excluding currency exchange movements this was 10% underlying growth. In line with guidance provided to the market, Group underlying EBITDA rose 13% to $163.1m (FY14: $144.9m) with earnings growth achieved in all three Divisions. The Group underlying EBITDA margin stabilised at 16.6% (FY14: 16.5%) due to a significant 1.9% improvement in the Professional and English Programs Division Revenue Distribution FY15 – $980.3m FY14 – $878.2m 5 9 7 6 9 64 Australia UK Europe Canada USA ROW 5 6 6 7 9 67 Financial Highlights Revenue ($m) EBITDA ($m)* NPAT ($m)* FY11 FY12 FY13 FY14 FY15 641.8 688.5 731.7 878.2 FY11 FY12 FY13 FY14 980.3 FY15 121.1 126.8 130.0 144.9 163.1 FY11 FY12 FY13 FY14 FY15 80.7 73.1 74.6 82.0 91.4 Navitas Limited Annual Report 2015 019 Divisional underlying EBITDA results are as follows: Year ended 30 June 2015 $m Year ended 30 June 2014 $m Change $m Change % University Programs* Professional and English Programs* SAE Divisional underlying EBITDA Corporate costs and consolidation items Group underlying EBITDA Navitas’ Business Model Navitas operates three Divisions which are primarily involved in the provision of high quality education services. While each Division is unique, the following items are evident in each: • Students are recruited appropriately to a wide range of courses and programs around the world; *excluding goodwill impairment 140.4 29.5 26.1 121.8 25.3 24.5 196.0 171.5 (32.9) (26.6) 163.1 144.9 18.6 4.3 1.6 24.5 (6.3) 18.2 15 17 7 14 23 13 • Commissions are often paid to independent student recruitment agents who provide counselling to students and progress them through the student visa process; • In the majority of cases tuition fees are received in advance which drives Navitas’ negative working capital model; • Students requiring face-to-face teaching are accommodated in facilities which, in the majority of cases, are either leased from third parties or provided by institutions under various partnership agreements; • Curricula are either developed and submitted for accreditation by Navitas or secured under partnership agreements; and • Fixed costs include salaries and travel, marketing and administration costs. Many costs, including teaching costs, can be variable. 020 Navitas Limited Annual Report 2015 FINANCIAL REPORT (CONTINUED) Professional and English Programs Division The Professional and English Programs Division delivered strong underlying EBITDA growth of 17% against pcp largely from sustained high performance from ACAP, HSA, NCPS, ELICOS and Careers & Internships businesses. Scale benefits and operational efficiency across the Division also contributed to EBITDA and margin improvement. FY15 EBITDA* movement ($m) SAE Division SAE increased EBITDA by 7% to $26.1m (FY14: $24.5m) compared to pcp, with the H2 FY15 EBITDA result increasing by 21% compared to H2 FY14. Australia was the highlight in FY15 growing earnings by 28% following enrolment and fee improvement. As noted in the interim results the US region incurred management restructure costs as well integration and transaction costs for Ex’pression College. Ex’pression College generated $0.5m in earnings ($2.5m before $2.0m integration and transaction costs) in its first full year of Navitas ownership. Navitas Professional Institute Training and Development Careers and Learning Skills English & Foundation Skills Divisional total Divisional costs FY15 5.9 3.2 FY15 EBITDA movement ($m) 6.7 (2.5) 4.2 1.9 (4.3) Southern Divisional costs Licensing USA Europe FY15 2.1 (0.1) (2.4) 2.7 (0.7) 1.8 University Programs Division The University Programs Division achieved a record result growing underlying EBITDA by 15% despite a slowing student enrolment growth trend over FY15. Key highlights included: • A maiden profit result for the US region with EBITDA of $1.6m; • Strong earnings growth from the UK region following price growth and despite slowing enrolment numbers; and • Average fee growth of 4% across the Division. Navitas has entered into a binding MOU to dispose of its 55% interest in EduGlobal for nil consideration. FY15 EBITDA* movement ($m) Australia Canada UK USA ROW Regional total Student recruitment Divisional/marketing FY15 11.6 6.7 3.7 1.6 0.3 23.9 (0.4) (5.3) 18.2 *excluding goodwill impairment Navitas Limited Annual Report 2015 021 Corporate Costs Depreciation Cash Flows Corporate costs were 23% higher than pcp at $32.9m (FY14: $26.6m) primarily due to EVA® incentive payments and unfavourable FX impacts. Corporate costs remain at ~3% of Group revenue. FY15 movement ($m) Salaries and wages (2.9) FX movements EVA changes Other FY15 (2.1) (1.9) 0.6 (6.3) Depreciation for the year was $27.3m, an 11% increase on FY14. This reflected increased capital expenditure on projects such as the Los Angeles, Melbourne and Sydney SAE campus fit outs, the continued roll out of the Navigate Student Management System and the SAE Barcelona building purchase. Interest Net interest expense of $3.8m was 39% lower than the FY14 charge of $6.2m. This was as a result of lower average debt volumes and pricing reductions achieved in December 2014 from restructuring of the Group’s debt facilities. Reported NPAT At a Group level Navitas incurred a $19.5m goodwill impairment in FY15 in relation to: • a $9.0m impairment in relation to SIBT - recognised in the first half; • a $7.4m impairment for Study Overseas Limited (SOL), following sustained declines in performance closely linked to the restrictive UK market; and • a $3.1m impairment charge for Navitas Resources Institute, related to the acquisition of corporate training entities dating back to 2005. All entities reduced their carrying value to zero. Balance Sheet Although at a seasonal low, net debt at 30 June 2015 is $36.0m (30 June 2014: $51.6m). The $15.6m decrease continues the trend of cash flows from operations being in excess of capital expenditure, investments and dividend payments. Net debt is now 0.22x underlying EBITDA. Shareholders’ funds at 30 June 2015 were $206.7m (30 June 2014: $211.7m). Deferred revenue at 30 June 2015 was $280.6m (30 June 2014: $258.4m) an increase of 9% over the year – 5% on a currency adjusted basis. Operating cash flows of $141.8m for the year ended 30 June 2015 were effectively in line with the prior year (FY14: $140.9m). Capex for the year was $38.1m (FY14: $25.3m) included SAE’s relocated LA campus, the refurbishment of the Barcelona, Sydney and Melbourne campuses, the relocation of the Perth corporate office and Navigate costs. Capex in FY16 is anticipated to be ~$30m excluding the new Sydney CBD fit-out which is targeted to be covered by lease incentive. Shareholder Value and EVA® Navitas utilises the economic value added (EVA®) framework to assess shareholder value with EVA® being a measure of returns relative to the Group’s weighted average cost of capital for funds employed by the business. EVA® for FY15 was $62.9m which represents $11.1m growth in EVA®. Further details about the calculation of EVA® can be found on page 32 of this report. Rewards declared under Navitas’ staff incentive scheme are based on the actual financial performance of Navitas in any one year. As changes to the Group’s contract with Macquarie University had little impact on financial performance in 2015, rewards declared in 2015 were not materially impacted. However, to the extent that the changes to the Macquarie contracts reduce EVA® growth in coming years, rewards declared will be lower in those years. This is consistent with the objective of the scheme, which is to base rewards on the sustained growth in EVA® actually achieved, rather than on estimates of future performance. Targets for EVA® growth are set every three years and were most recently set in April 2014. Dividend The Directors have declared a fully franked final dividend of 10.1 cents per Share (FY14: 10.1 cents). This takes the full year dividend to 19.5 cents (FY14: 19.5 cents). 022 Navitas Limited Annual Report 2015 DIVISIONAL REVIEW OF OPERATIONS Key Highlights Financial Highlights Colleges Pleasing academic outcomes with more than 90% progression rates. Two new university agreements announced under the new joint venture model – partnering with Western Sydney University and the University of Canberra. Two new university agreements announced under the existing royalty model – partnering with Florida Atlantic University and University of Northampton. 106.1 121.8 140.4 FY13 FY14 FY15 EBITDA ($m)* Revenue ($m) *excluding goodwill impairment All three University of Massachusetts agreements renewed with similar terms and conditions. Group Revenue $980.3m 415.7 499.2 11 1 2 6 35 14 566.3 10 Australia UK US Canada New Zealand Sri Lanka Singapore Divisional EBITDA $196.0m Promising discussions with potential new University partners, particularly in the US. US network of colleges achieve maiden profit. UP 58% UP 72% THE UNIVERSITY PROGRAMS DIVISION IS A GLOBAL LEADER IN PRE-UNIVERSITY, MANAGED CAMPUS AND UNIVERSITY PATHWAY PROGRAMS ENHANCING STUDENTS’ PROBABILITY OF SUCCESS IN HIGHER EDUCATION VIA SPECIALISED AND SUPPORTIVE PROGRAMS. Navitas Limited Annual Report 2015 023 UNIVERSITY PROGRAMS DIVISION Overview of operations The University Programs Division is a global leader in pre-university, managed campus and university pathway programs enhancing students’ probability of success in higher education via specialised and supportive programs. The pathway program model focuses on providing pre and first-year university courses to international students from more than 140 countries who do not qualify for direct entry to partner universities due to either language or academic record. The Australian colleges also admit domestic students who do not gain direct entry to our partner universities. University Programs courses are delivered via on-campus colleges, through an agreement with a partner university, in a structured environment aimed at maximising student success. This includes additional teaching hours, smaller class sizes and increased levels of learning support and pastoral care. Upon completion students then qualify to enter the second year program at the partner university, with the final objective to receive a qualification from the university. In FY15 the Division offered Certificate, Diploma, Associate Degree, Bachelor and Masters programs to more than 22,000 students in 35 colleges and managed campuses across Australia, New Zealand, Singapore, the UK, USA, Canada and Sri Lanka. Progress against strategy Students The Division remains focused on academic quality and student outcomes working with partner universities to enhance academic and support services to students. The Division’s 2014 annual review of academic quality and outcomes has continued to highlight pleasing results with: • Pre university and pathway program pass rates of over 80%; • Retention rates of over 85%; and • A progression to partner university rate of over 90%. More than 4,300 students and recent graduates participated in student satisfaction surveys in 2014. The results demonstrate a very high level of satisfaction with Navitas programs. Beyond the survey results, the success of these programs is further evidenced by the academic outcomes achieved, with Navitas students performing as well as international students who had gained direct entry to university. Highlights include: • Over 97% of surveyed students were satisfied with their teaching experience; and • 97% of surveyed students (graduates) were satisfied with the overall quality of their program of study at a Navitas University Programs College. The Division recorded enrolment growth throughout FY15 with equivalent full time student units (EFTSU) growing 11%, 7% and 3% globally for each semester respectively in the year compared to pcp. The new market of the US continued to grow strongly as did enrolments in Canadian colleges. Overall growth was however affected by the need to tighten student assessment criteria in the UK and Australia following recent regulatory change. Financial The Division achieved record results for university partners increasing royalty payments by 15%. The Division also recorded a 13% increase in revenue to $566.3m (FY14: $499.2m) following student growth across all key regions and underlying EBITDA growth of 15% to $140.4m (FY14: $121.8m). The US college network achieved its first year of profitability, including investments in new colleges. In early FY15 Navitas announced that its agreement for SIBT with Macquarie University would not be renewed by the university from February 2016. In addition the contract for Macquarie City Campus, the Sydney CBD managed campus of Macquarie University was not renewed and will close at the same time. These changes will impact enrolment growth and financial performance for the Division in FY16 and FY17. Internal processes Four new agreements were signed in FY15 with two of those colleges now operational. Navitas at Florida Atlantic University, the 6th US college, opened in January 2015 and the Division’s 14th Australian college, University of Canberra College, was already operational when Navitas acquired a 51% share in the college in May 2015. The other agreements were with the University of Northampton, the 10th college in the UK, and for Western Sydney University International College. Both Western Sydney University and the University of Canberra agreements were signed under the new joint venture model which was developed to provide more options to university partners. All three University of Massachusetts college agreements were renewed in the year under similar conditions. The UMass Boston agreement was extended for a 10-year period. In addition, the Division worked with university partners to develop a range of new courses and programs across all regions. People and culture Extensive succession planning and personal development plans were completed across key management positions in FY15. Senior capability and capacity was also strengthened with the creation of the new role of Executive General Manager University Programs Business Development for Europe and North America. Outlook Navitas will continue to progress positive discussions with potential new university partners in the year including a range of possible new partnerships in the US, Australia and the UK. The University Programs Division will be affected by the loss of SIBT’s on-campus earnings with the material impact felt from February 2016. 024 Navitas Limited Annual Report 2015 DIVISIONAL REVIEW OF OPERATIONS (CONTINUED) Key Highlights Financial Highlights Continued high student satisfaction and academic outcomes. Fifth consecutive year of record earnings. Leveraged scale benefits and improved operational efficiency across the Division. Solid growth from ACAP, HSA, NCPS, ELICOS and Careers & Internships businesses. Several new contracts won including the ACT AMEP. 19.3 25.3 29.5 FY13 FY14 FY15 EBITDA ($m)* Revenue ($m) *excluding goodwill impairment 196.4 224.2 224.0 Group Revenue $980.3m PEP 23% Divisional EBITDA $196.0m PEP 15% PROFESSIONAL AND ENGLISH PROGRAMS PROVIDES QUALITY VOCATIONAL TRAINING AND HIGHER EDUCATION, COUPLED WITH PLACEMENT SERVICES IN AREAS OF KEY DEMAND, AS WELL AS ENGLISH AS A SECOND LANGUAGE COURSES FOR INTERNATIONAL STUDENTS AND ENGLISH LANGUAGE, SETTLEMENT AND WORK PREPARATION PROGRAMS FOR MIGRANTS AND REFUGEES. Navitas Limited Annual Report 2015 025 PROFESSIONAL AND ENGLISH PROGRAMS • Winning a new three-year contract from the Commonwealth Department of Education and Training to deliver advisory services to business as part of the Industry Skills Fund. The Division earned 26 positions out of a total of 83 funded positions in year one across Australia. Financial Achieving 17% underlying EBITDA growth, the Professional and English Programs Division had another record year, with $29.5m EBITDA (FY14: $25.2m) off flat revenue of $224.0m (FY14: $224.2m). Education businesses ACAP, HSA, NCPS, ELICOS and Careers & Internships delivered much of this growth following continued strong interest in their programs. Scale benefits and operational efficiency across the Division also delivered earnings and margin growth. As anticipated AMEP volumes declined following changes to Australia’s humanitarian and refugee intake. Internal processes In December 2014 the Division won the AMEP contract for the ACT and commenced delivery in February 2015. This contract will expire in June 2017 in line with all AMEP contracts across Australia. A number of Professional and English Programs businesses, including ELICOS businesses and HSA, achieved seven year ASQA reaccreditation in the year without audit - an indication of the confidence that ASQA has in the quality of these businesses following their rigorous risk evaluation prior to re-registration. ACAP was also reaccredited by TEQSA for seven years. People and culture The Division continues to develop its human capital for the future and during the year enhanced its executive capacity through development programs and senior hires in areas such as learning, teaching and technology. This included significant work in succession planning. Investment continues in organisational culture and structures to support greater collaboration and cooperation across the Division and lay the groundwork to open up career pathway opportunities for staff. This was reflected by 80% of appointments in FY15 being filled by internal candidates. Outlook The Professional and English Programs Division expects earnings growth in FY16 albeit with some moderation in AMEP client numbers. Overview of Operations The Professional and English Programs Division (PEP) comprises four business units: • English and Foundation Skills: provides settlement services and English language and literacy programs to mainly migrants and refugees settling in Australia as permanent residents. The programs, including AMEP, SEE and HSS are funded by the Commonwealth government. • Careers and Learning Skills: prepares students for further learning and enables students and clients to gain work experience, and ultimately employment, through English language courses, work skills and career services. Careers and Learning Skills includes ELICOS, Careers and Internships and the Navitas English Test Centre. • Navitas Professional Institute: delivers programs to build and enhance careers in the Social, Community, Health and Education sectors. The unit includes ACAP, NCPS, HSA and ATTC. • Training and Development: is directed at building capacity, core skills and employee effectiveness in the resources sector and related industries. This includes the Navitas Resources Institute. The Division is supported by specialist marketing and sales, finance and risk personnel, and a Learning, Teaching and Technology unit. The latter includes Cadre which provides bespoke online learning to internal and external clients. Progress against strategy Students and partners The Division made good progress against its student and partner objectives in the year with key highlights and achievements being: • Improved on already high student survey results during the year with Net Promoter Scores growing in FY15 surveys; • Launched new higher education courses in Social Work and Counselling and Psychotherapy and online in Criminal Justice; and 026 Navitas Limited Annual Report 2015 DIVISIONAL REVIEW OF OPERATIONS (CONTINUED) Key Highlights Financial Highlights Colleges 21% second half earnings growth compared to pcp. Consistent enrolment growth across key regions. SAE Australia records 28% earnings growth following volume and fee increases. Relocated or refurbished the Barcelona, LA, Sydney and Melbourne campuses. Ex’pression College delivers maiden earnings growth to SAE. 25.1 FY13 24.5 FY14 26.1 FY15 EBITDA ($m)* Revenue ($m) *excluding goodwill impairment Group Revenue $980.3m 114.9 150.3 185.5 9 10 4 7 54 8 7 9 Southern Germany US Europe North Europe South UK Licensed Divisional EBITDA $196.0m SAE 19% SAE 13% SAE IS ONE OF THE WORLD’S LARGEST CREATIVE MEDIA EDUCATION COMPANIES, WITH 54 CAMPUSES ACROSS 28 COUNTRIES. Navitas Limited Annual Report 2015 027 SAE DIVISION Overview of Operations Financial SAE is one of the world’s largest creative media education companies, with 54 campuses across 28 countries. The Division offers a range of predominantly Higher Education opportunities including Certificate, Diploma, Degree and Masters programs across several major fields of study: audio, film, animation, gaming, design, and web. SAE also licenses its programs to third party providers. Progress against strategy Students SAE recorded a 23% increase in revenue to $185.5m (FY14: $150.3m), approximately half of this increase related to the acquisition of Ex’pression College. EBITDA by 7% to $26.1m (FY14: $24.5m) in the year. The second half was particularly pleasing for the Division, which recorded a 21% increase in EBITDA from H2 FY14 to H2 FY15, following solid enrolment growth, particularly in Australia. Ex’pression College generated $0.5m EBITDA in its first full year of Navitas ownership ($2.5m before $2.0m of transaction and integration costs). Following ongoing investment in marketing and lead generation throughout the year SAE recorded solid growth in student numbers in FY15. Internal processes A number of campuses were refurbished or relocated in the year including Melbourne, Sydney, Los Angeles and Barcelona in order to improve facilities and enable growth opportunities. The Barcelona property was purchased to allow for campus expansion and to deliver better financial returns. Investment continued into both central and regional management teams, improving the knowledge and skill sets of key employees. People and culture Extensive succession planning and personal development plans were completed across key management positions in FY15. Outlook The Division anticipates that enrolment and fee growth, and momentum from the strong FY15 second half, will support earnings improvement in FY16. 028 Navitas Limited Annual Report 2015 STRATEGY AND CORPORATE RESPONSIBILITY Strategy Students and Partners Internal Processes In order to achieve our vision we will deliver superior: The ‘Students and Partners’ and ‘Financial’ outcomes will be underpinned by: • End-to-end student/client experience - we will provide a consistent and quality experience to our students, partners and clients at every touch point. • Student and client outcomes – we will understand and deliver desired outcomes for our students and clients. • Strategic relationships - we will add value to key strategic partners by assisting them achieving their desired outcomes. Financial By achieving the outcomes under Students and Partners above and rigorously evaluating and prioritising growth opportunities: • Navitas will deliver sustainable long term EVA® growth for our Shareholders and staff. Our Shareholders have entrusted their money with Navitas. Therefore we have a responsibility to repay this trust in delivering appropriate returns to them. This includes staff who benefit from the EVA® incentive scheme. • Sector leading learning and training - as a learning and teaching organisation, it is critical that we excel at this as this is a key ingredient to providing our students the best learning outcomes and learning experiences. • Strategic growth initiatives - we will optimise strategic growth opportunities, and continue to grow existing businesses via new product lines and markets. • Operational excellence – delivering on our promises - we will continue to build on our culture where we deliver on our operational promises. • Optimal systems, processes and procedures that are consistently applied and well understood - our systems, processes and procedures will consistently support the business units in enhancing the student experience and outcomes. Navitas is a leading global education provider with a 20 year record of providing high quality educational outcomes to students and partners. It is Navitas’ vision to be recognised universally as one of the most trusted learning organisations in the world. However the global education sector is undergoing significant change driven by regulatory, technology and competitive forces. Navitas is very conscious of these global shifts and the Company will continue to evolve its strategy to build on its diversified portfolio and global capability to achieve growth for the longer term. Under the key pillars of quality, efficiency and growth Navitas continued to progress its existing strategy in FY15 centred on the three key metrics of: 1. End-to-end student and client experiences; 2. Student and client outcomes; and 3. Strategic relationships. Our strategic objectives are communicated and monitored using a Balanced Scorecard model which is depicted in the Navitas Strategy Map below: Navitas Strategy Map Navitas Limited Annual Report 2015 029 People and Culture Our people and culture are critical to our success, therefore we will invest in: • Attracting and retaining talent - as we continue to grow and become more diverse, our continuing success will rely on attracting and retaining the best people. • Appropriately developing and rewarding our staff - developing our staff will assist them, and therefore the company, to become more productive. • Continuing to foster a performance culture - Navitas has had a history of delivering outstanding performance. We will ensure that this culture is maintained and nurtured. Risks Strategic Highlights Navitas continued to implement strategic growth opportunities in FY15 including*: Initiative Strategic focus Continuation of University Programs expansion in the US market Internal Processes Improvement in SAE internal capability and product expansion Implementing Navitas’ new Sales and Marketing structure Strengthening senior management capability across Divisions and Corporate Developing new business models such as the joint venture model Internal Processes, People and Culture Internal Processes, Students and Partners People and Culture Students and Partners, Internal Processes * In reliance on section 299A(3) of the Corporations Act, more specific growth opportunities including, but not limited to, specific potential partner universities in the US market and specific new products to be added to the product range such as new diplomas and associate degrees in both UPD and SAE, have not been disclosed as their disclosure would likely result in unreasonable prejudice against Navitas because disclosure of these would give Navitas’ competitors a commercial advantage which would jeopardise Navitas’ growth plans and prospects. Material business risks categorised under environmental, economic and social sustainability, and Navitas’ management of each risk, can be summarised as: Risk Action ECONOMIC SUSTAINABILITY Competitor actions and innovation adversely affecting profitability Navitas conducts internal reviews of existing service offerings and potential growth markets to maintain competitive advantage and has a dedicated business intelligence function which provides: • global insights into higher education trends; Government actions lead to a decline in revenue Recruitment agents do not comply with regulatory requirements SOCIAL SUSTAINABILITY Damage to the Navitas brand or reputation Break down of relationships with universities and key partners • monitoring service of mergers and acquisition activity in the higher education space; • competitor analysis across Divisions; and • use of data analytics to enhance service offerings. Navitas has a dedicated function to liaise with government and industry. Navitas has also developed a government relations strategy and regularly engages with governments and bureaucrats to manage any changes to policy. Navitas has established policies and procedures in place based on the relevant legislation to manage the regulatory requirements of the recruitment agents. In addition Navitas has a risk management system and internal audit program which provides further oversight of compliance with regulatory requirements. Various policies regarding media and social media as well as multiple systems and processes to manage reputational issues have been embedded into the Navitas business in addition to a robust risk management system. Systems and processes to manage reputational issues are being embedded into the Navitas business. Balanced scorecard metrics to measure relationships with key stakeholders such as students, recruitment agents and university partners are being developed to enable management to monitor the ongoing health of such relationships. In addition Navitas has a risk management system and internal audit program which provides further oversight of relationship management risk. In terms of social sustainability Navitas is positioned as a “trusted provider of education” with the strategic objective of creating a long term enduring relationship with students and therefore a socially sustainable business. ENVIRONMENTAL SUSTAINABILITY Navitas does not consider that the Company has material environmental sustainability risks. 030 Navitas Limited Annual Report 2015 STRATEGY AND CORPORATE RESPONSIBILITY (CONTINUED) Corporate Responsibility Navitas has continued to progress its corporate responsibility strategy and has strengthened its reputation as a socially responsible organisation alongside its commitment to, and record of, high quality academic outcomes. Navitas’ corporate responsibility strategy covers the wider categories of communities, employees, the environment and our customers. The strategy aligns with current business objectives and is also reflective of the significant interaction and involvement that Navitas and individual business units have had within their communities for many years. The strategy is mutually beneficial, delivering benefits to global stakeholders and participants while bringing long term benefits to Navitas and Shareholders. Navitas continued to progress its corporate responsibility objectives across all four spheres of our people, our customers, our community and our environment. Contributing positively to our community The Navitas Education Trust (NET) was established in 2013 as a vehicle for Navitas to support charitable organisations and activities. Navitas has committed to provide annual funds to the NET, some of which will be used to support education based programs in partnership with charitable organisations and some of which will be invested to generate funds for future programs. infrastructure redevelopment following the deadly earthquakes in Nepal. The NET management committee, comprised of three Board members and chaired by the Group CEO, funded four initiatives in the 2015 financial year: 1. Supporting Room to Read to establish 12 libraries in existing schools and funding the creation, production and distribution of new local language books in both countries; 2. For the 2nd year in a row supporting ABCN to offer six more three-year scholarships to Australian, high need, low SES, high school students to support them to enter higher education; 3. Working with Hagar to help educate and re-integrate abused and trafficked women and children in Afghanistan via the Empower through Education Program; and 4. Funding Classroom of Hope to improve the skills and resources of teachers, school leaders and the community based around seven schools in Battambang province, Cambodia. As well as entering the second year funding of the projects with Hagar and Classroom of Hope in FY16 the NET has also announced additional funding for Room to Read and ABCN. Via ABCN Navitas will continue to fund scholarships for disadvantaged Australian domestic students while the Room to Read project aims to support teacher training and Navitas also supported a number of other activities in the year including: • Across more than 120 colleges and campuses Navitas supported more than 160 academic scholarships worth over $1.0m. In addition Navitas students and staff raised $53,700 to support the victims of the Nepal earthquake which occurred in April. Navitas then matched the donation resulting in a donated total of more than $107,400. A further $83,000 of donations and goods was raised in the year; • 73 employees volunteered 774 hours across Australia participating in primary and high school mentor programs in partnership with ABCN. An additional 890 staff and student hours were volunteered across a variety of other community based projects in FY15; • More than 1,150 management hours were committed to support corporate responsibility activity in FY15; and • Navitas continued to sponsor Yearn to Learn (Y2L), an established charity in Beijing, China which develops fully functional classrooms and therapeutic facilities for children in orphanages who do not have access to educational programs due to their disability, age, gender or circumstance. With Navitas’ support Y2L has established two programs in orphanages in Beijing. Navitas Corporate Responsibility Strategy Corporate Responsibility Goal We show respect by celebrating, valuing and caring for people, our communities and the environment. Corporate Responsibility Principles • Aligned with Navitas strategy and business objectives • Aligned to Navitas values, vision and mission • Evidence based and regularly measured and communicated • Delivering benefits to our people, customers, communities and the environment • Ethical and committed to quality Our People Supporting our people and being a good employer Our Customers Ensuring positive outcomes for students, clients and partners Navitas cares We show respect by celebrating, valuing and caring for people, our communities and the environment. Our Environment Ensuring environmental awareness and sustainability Our Community Contributing positively to our communities Navitas Limited Annual Report 2015 031 Supporting our people and being a good employer Navitas is committed to providing a safe and productive workplace for its more than 5,800 employees around the world and this year has reported on gender representation via its diversity section in the Corporate Governance report (see the Company's website: navitas.com/investor_centre.html). Navitas has recently taken steps to enhance its health and safety capabilities and is developing a new management system framework and policies to improve analysis and performance. In FY15 Navitas’ Australian operations reported: Metric Fatalities Lost Time Injury Frequency Rate (LTIFR) - number of lost time injuries per million hours worked Prosecutions or Regulatory/ Improvement notices Performance 0 2.3 0 In addition, for many years Navitas has worked to provide a flexible and supportive workplace, introducing a number of policies such as flexible working arrangements, flexible leave arrangements, study assistance and a diversity policy. Ensuring environmental awareness and sustainability Although Navitas has a network of more than 120 campuses and colleges around the world the majority of these are leased or owned by partners. Within this constraint Navitas aims to: • Ensure sustainability is included in design and construction guidelines, and where possible, all design materials will come from sustainable, low energy use resources; • has commenced monitoring the generation of general waste at a college level, with the view of finding ways to improve waste management. Ensuring positive outcomes for students, clients and partners Navitas utilises a range of annual surveys and studies to monitor and ensure key academic performance indicators are met. External benchmarking involves comparing key academic performance indicators across Navitas colleges while internal benchmarking takes place between the individual colleges and their partner universities. Within University Programs, pass rates and retention target rates (the rate of students moving from semester to semester) are set at >75%. In the 2014 calendar year both of these targets were exceeded. Navitas routinely participates in global student surveys as a way of benchmarking our performance against the sector in all key countries. In the most recent i-graduate survey of more than 1.5 million students and 1,200 institutions globally Navitas scored well above the sector average in many areas including quality of teachers, course content, learning support and work experience. Results also indicate that student satisfaction with academic outcomes and support services has also been improving steadily for many years. Since 1995 total royalties paid to university partners have exceeded $1b. As a leading global provider of education services Navitas plays a vital economic role in its communities. Annually wealth generated by Navitas is distributed as follows: Affirming Navitas’ commitment to its partners, 24% of generated wealth is channelled to university and consortia partners under royalty and contract agreements. Following these payments university partners stand to generate substantial further income as approximately 90% of students graduating from Navitas colleges enter partner university programs. Highlighting Navitas’ focus on academic outcomes and commitment to quality, 33% of wealth is paid to academic and teaching staff, a further 21% of wealth created is paid to other employees. Payments to Shareholders via dividends relating to FY15 equates to 10% of wealth distribution. Payments to stakeholders (%) 6 6 24 $717.6m 10 21 33 University & consortium partners Teaching & academic employees Other employees Shareholders — dividends Governments — income taxes Reinvested as depreciation, amortisation and retained earnings FY15 $m FY14 $m Change % • Ensure that contractors used in Operating revenue Cost of services and other external costs 980.3 (262.7) 878.2 (214.2) construction and maintenance demonstrate sustainability credentials as part of tender or contract establishment; and • Introduce energy savings through the introduction of energy efficient equipment and education. As a part of this sustainability strategy Navitas: • has commenced measurement of key environmental outputs such as energy usage; • is supporting its staff at a college level by providing information about ways to reduce energy consumption; and Total wealth created 717.6 664.0 Payments to university and consortium partners Payments to teaching and academic employees Payments to other employees Payments to shareholders – dividends Payments to governments – income taxes Reinvested as depreciation, amortisation and retained earnings 174.7 236.6 147.0 73.4 39.6 46.3 159.0 201.0 133.5 73.2 32.1 65.2 Total wealth distributed 717.6 664.0 12 23 8 10 18 10 0 23 (39) 8 032 Navitas Limited Annual Report 2015 VALUESHARE INCENTIVE SCHEME An important part of the spirit of Navitas has always been sharing the success that the business enjoys, with the staff that make that success possible. Over the past nine years, the primary way that we have shared our success with staff is through the Navitas ValueShare Incentive Scheme. The ValueShare Incentive Scheme helps drive the success of the Company at three important levels. It: • helps attract and retain high quality staff; • supports a merit-based culture by fairly sharing with staff the financial success Navitas enjoys; and • rewards sustained gains and therefore aligns the interests of staff with those of shareholders. Helps attract and retain high quality staff The success of our business ultimately rests with the quality and the dedication of the people who work at Navitas. To attract the best people, we need to offer an engaging and enjoyable workplace where the best in the education industry can pursue their careers. But we also need to offer a competitive level of remuneration. Many of the educational institutions that we compete with for staff offer high levels of fixed remuneration (eg salary plus superannuation). We try to match that by offering the opportunity to share in the financial success of our business, via the ValueShare Incentive Scheme. For most participants in the Scheme, if performance targets are met, an incentive of 10% of their salary will be earned. But for senior managers, the on-target reward can be 20% or higher, reflecting their higher level of responsibility within the Group. As a result, in good years, our staff may earn more than what is on offer elsewhere in the sector. But in disappointing years, they may earn less. This performance based approach to remuneration helps us attract a more entrepreneurial workforce which has been one of the key drivers of our success. It also means that one of our largest expenses — employment costs — rises and falls with the performance of each of our business units. If performance is good, we share with our staff that success, but if our profitability falls, then our employment costs fall with it. This variability in our cost base has helped us successfully negotiate some of the strong headwinds that the Group has faced in recent years. Fairly shares with staff the financial success Navitas enjoys We believe that high quality staff are attracted to a transparent, objective process for sharing the success that the business enjoys, one that reflects the merit based culture that Navitas has encouraged since its inception. To that end, rewards under the ValueShare Scheme are determined by a formula set for each business unit by the Board, once every The ValueShare Scheme shares success with staff which in turn further drives our success Align the interests of staff with those of shareholders Help attract and retain high quality staff Fairly share with staff the financial success we enjoy three years. This incentive formula clearly sets out the rewards that will be earned by participants at each level of performance. For most staff, rewards are limited at twice the amount that they would receive for on- target performance. But for a small group of senior managers, rewards are uncapped and any amount, positive or negative, may be declared. For these staff, amounts between $0 and the amount they would receive for on- target performance are paid in the months following year end. Any amount outside this range is settled in three equal parts, the first in the current year and the remainder in the two years that follow. Deferred amounts are added to or offset against future declarations and are forfeited if the staff member leaves the Scheme. The formulaic nature of the Scheme helps support the merit based culture that Navitas has encouraged and once again, tends to attract and support a more entrepreneurial workforce. Aligns the interests of staff with those of Shareholders While it is important to offer competitive, performance-based pay to attract and retain the best quality staff, we also understand that the ongoing success and sustainability of the business is dependent on providing good returns to our Shareholders. If the business is unable to generate an attractive return on the capital entrusted to it, Shareholders will look to place their money elsewhere, starving the business of the capital it may need to grow. As a result, when we measure our performance for the purposes of the ValueShare Scheme, we take into account not just the profits of the business, but what investors could expect to earn elsewhere on the capital entrusted to us, at comparable levels of risk. We call the profit above and beyond what investors could expect to earn elsewhere our ‘Economic Value Added’ or EVA® for short and rewards under the ValueShare Scheme are linked to year on year growth in EVA®. Navitas’ Executive Key Management Personnel are required to use 50% of any rewards under the plan to purchase Shares in Navitas until they hold a beneficial interest equivalent to one year’s fixed remuneration (eg salary plus superannuation). Navitas Limited Annual Report 2015 033 Outcomes for the 2015 Financial year Rewards declared under Navitas’ staff incentive scheme are based on the actual financial performance of Navitas in any one year. As changes to the Group’s contract with Macquarie University had little impact on financial performance in 2015, rewards declared in 2015 were not materially impacted. However, to the extent that the changes to the Macquarie contracts reduce EVA® growth in coming years, rewards declared will be lower in those years. This is consistent with the objective of the scheme, which is to base rewards on the sustained growth in EVA® actually achieved, rather than on estimates of future performance. Targets for EVA® growth are set every three years and were most recently set in April 2014. Full details of the outcomes of the ValueShare Scheme in 2015 are included in the Remuneration Report, as part of the Directors’ Report. Rewards are unlimited for some staff, but can be lost if performance falls significantly Incentive declared Two-thirds of above target declarations are deferred and can be lost if performance falls significantly Performance Negative declarations reduce future payments Target Economic Value Added measures the value we create for shareholders Economic Value Added (the profit above and beyond what investors could expect to return elsewhere) Profit made by the business during the year Profit investors could expect to earn elsewhere at comparable risk CORPORATE GOVERNANCE STATEMENT THE CORPORATE GOVERNANCE STATEMENT WILL BE MADE PUBLICLY AVAILABLE ON THE NAVITAS WEBSITE AT THE SAME TIME AS THE ANNUAL REPORT: NAVITAS.COM/INVESTOR_CENTRE.HTML. 034 Navitas Limited Annual Report 2015 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2015 Revenue Marketing expenses Academic expenses Administration expenses Impairment of goodwill Finance costs Note 2015 $000s 2014 $000s 2 980,341 878,219 (143,912) (236,586) (462,603) (19,542) (6,023) (130,970) (201,020) (424,396) (30,448) (8,484) 3.2 3.2 Profit before income tax expense 111,675 82,901 Income tax expense Profit for the year Other comprehensive income Items that may be subsequently reclassified to profit or loss Net currency translation differences Fair value movement in hedge instruments Income tax relating to other comprehensive income Other comprehensive income for the year Total comprehensive income for the year Profit attributable to: Owners of the parent Non controlling interest Total comprehensive income attributable to: Owners of the parent Non controlling interest Earnings per share Basic Diluted 3.4 (39,564) (32,099) 72,111 50,802 (3,662) (436) (2,127) (1,185) (2,307) 561 (6,225) (2,931) 65,886 47,871 71,810 301 51,584 (782) 72,111 50,802 66,351 (465) 48,559 (688) 65,886 47,871 3.6 Cents Cents 19.1 19.1 13.7 13.7 The consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. Navitas Limited Annual Report 2015 035 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2015 ASSETS Current Assets Cash and cash equivalents Trade and other receivables Prepayments and other assets Total Current Assets Non Current Assets Property, plant and equipment Deferred tax assets Investments accounted for using the equity method Intangible assets Total Non Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Deferred revenue Current tax payable Provisions Total Current Liabilities Non Current Liabilities Trade and other payables Bank borrowings Provisions Total Non Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Foreign currency translation reserve Cash flow hedge reserve Retained earnings Equity attributable to owners of the parent Non controlling interests TOTAL EQUITY Note 2015 $000s 2014 $000s 4.2 4.3 3.4 4.1 4.4 3.4 4.5 4.4 5.2 4.5 5.5 87,188 107,927 23,880 71,886 111,836 18,516 218,995 202,238 99,194 46,325 4,865 408,326 74,368 34,556 - 420,169 558,710 529,093 777,705 731,331 125,057 280,584 13,077 5,844 105,474 258,401 12,648 5,635 424,562 382,158 10,793 123,139 12,544 4,693 123,530 9,241 146,476 137,464 571,038 519,622 206,667 211,709 200,974 (4,774) (1,920) 16,489 197,868 380 (1,615) 17,973 210,769 214,606 (4,102) (2,897) 206,667 211,709 The consolidated statement of financial position should be read in conjunction with the accompanying notes. 036 Navitas Limited Annual Report 2015 CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2015 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Interest paid Income tax paid Net cash flows from operating activities Cash flows from investing activities Purchase of property, plant and equipment Net cash paid for controlled entities Purchase of other investments Net cash flows used in investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Payments to non controlling interests Payment of dividends Payment of dividends to non controlling interests Note 2015 $000s 2014 $000s 987,987 (795,005) 2,157 (6,208) (47,097) 898,562 (712,154) 2,241 (8,259) (39,451) 141,834 140,939 (38,133) (6,796) (4,865) (25,348) - (240) (49,794) (25,588) 337,014 (344,645) (541) (70,653) (740) 591,066 (618,664) (37) (71,382) (825) 3.3 4.3 3.5 Net cash flows used in financing activities (79,565) (99,842) Net increase in cash and cash equivalents Net foreign exchange differences Cash and cash equivalents at beginning of the financial year 12,475 2,827 71,886 15,509 45 56,332 Cash and cash equivalents at the end of the financial year 87,188 71,886 The consolidated statement of cash flows should be read in conjunction with the accompanying notes. Navitas Limited Annual Report 2015 037 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2015 Foreign Currency Translation Reserve $000s Issued Capital $000s Cash Flow Hedge Reserve $000s Retained earnings $000s Non- controlling interests $000s Total equity $000s Balance at 1 July 2013 195,375 1,790 - 39,966 (1,384) 235,747 Profit for the year Fair value movement in hedge instruments (after tax) Net currency translation differences (after tax) Total comprehensive income for the year Dividend reinvestment plan Employee share plan purchase Dividends paid - - - - 2,195 298 - - - (1,410) - (1,615) - 51,584 - - (782) - 94 50,802 (1,615) (1,316) (1,410) (1,615) 51,584 (688) 47,871 - - - - - - - - (73,577) - - (825) 2,195 298 (74,402) Balance at 30 June 2014 197,868 380 (1,615) 17,973 (2,897) 211,709 Profit for the year Fair value movement in hedge instruments (after tax) Net currency translation differences (after tax) Total comprehensive income for the year Dividend reinvestment plan Employee share plan purchase Dividends paid - - - - 2,641 465 - - - (5,154) - (305) - 71,810 - - 301 - (766) 72,111 (305) (5,920) (5,154) (305) 71,810 (465) 65,886 - - - - - - - - (73,294) - - (740) 2,641 465 (74,034) Balance at 30 June 2015 200,974 (4,774) (1,920) 16,489 (4,102) 206,667 Total attributable to: Non controlling interests – 30 June 2014 Non controlling interests – 30 June 2015 - - - - - - - - (2,897) (4,102) (2,897) (4,102) Owners of the parent entity– 30 June 2014 Owners of the parent entity– 30 June 2015 197,868 200,974 380 (4,774) (1,615) (1,920) 17,973 16,489 - - 214,606 210,769 Nature and purpose of reserves: The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries and record gains and losses on the hedges if the net investments of foreign operations. Cash flow hedge reserve records the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be an effective hedge. The consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 038 Navitas Limited Annual Report 2015 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2015 1 Basis of preparation This section sets out the accounting policies that relate to the Financial Statements of Navitas Limited (the “Company”) and its controlled entities. Where an accounting policy is specific to one note, the policy is described within the note to which it relates. The financial report of the Company for the year ended 30 June 2015 was authorised for issue in accordance with a resolution of directors dated 24 July 2015. Navitas Limited, the ultimate parent, is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. 1.1 Basis of accounting Statement of compliance The financial report complies with Australian Accounting Standards, and International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board. The financial report is a general-purpose financial report, for a ‘for-profit’ entity, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis, except where noted. The financial statements comprise the consolidated financial statements of the Navitas Group of companies. Certain comparative information within the statement of financial position has been reclassified to be comparable to current year presentation. The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($000’s) unless otherwise stated. Except as disclosed in notes 1.2 through to 1.5 the company’s accounting policies are set out within each note disclosure. 1.2 Changes to accounting policies Adoption of new and revised Accounting Standards The Group has adopted all of the new and revised Standards and Interpretations, including amendments to the existing standards issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current reporting period. The adoption of these amendments has not resulted in any significant changes to the Group’s accounting policies nor any significant effect on the measurement or disclosure of the amounts reported for the current or prior periods. The Group has early adopted AASB 2015-2 ‘Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101’. The early adoption of this amendment has not resulted in any significant changes to the Group’s accounting policies nor any significant effect on the measurement or disclosure of the amounts reported for the current or prior periods. Navitas Limited Annual Report 2015 039 1 Basis of preparation (continued) 1.2 Changes to accounting policies (continued) Accounting Standards and Interpretations issued but not yet effective A project team exists to assess the impact of new standards and interpretations. Assessment of the expected impacts of these standards and interpretations is ongoing, however, it is expected that there will be no significant changes in the Group’s accounting policies. At the date of authorization of the financial statements, the Standards and Interpretations that were issued but not yet effective, which have not been early adopted are listed below: Affected Standards and Interpretations AASB 9 ‘Financial instruments’ and the relevant amending standards AASB 15 ’Revenue from Contracts with Customers’ and AASB 2014-5 ‘Amendments to Australian Accounting Standards, arising from AASB 15’ AASB 2014-3 ‘Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations’ AASB 2014-4 ‘Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation’ AASB 2015-1 ‘Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012-2014 Cycle’ AASB 2015-3 ‘Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality’ Application date (reporting period commences on or after) 1 January 2018 Application date for Group 30 June 2019 1 January 2017 30 June 2018 1 January 2016 30 June 2017 1 January 2016 30 June 2017 1 January 2016 30 June 2017 1 July 2015 30 June 2016 1.3 Significant accounting judgements, estimates and assumptions In applying the Group's accounting policies management continually evaluates judgments, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the Group. All judgments, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the judgments, estimates and assumptions. Significant judgments, estimates and assumptions made by management in the preparation of these financial statements are outlined below: Significant accounting judgements In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amount recognised in the financial statements: Recoverability of deferred tax assets (See note 3.4). Significant accounting estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Impairment of goodwill and intangibles with indefinite useful lives (See note 4.1). 1.4 Basis of consolidation The consolidated financial statements comprise the financial statements of Navitas Limited and its subsidiaries (as outlined in note 6.1) as at and for the period ended 30 June each year (the Group). Subsidiaries are all those entities over which the Group has control. Control is achieved when the Group has power over an entity and is exposed to, or has rights over, the variable returns of the entity, as well as the ability to use this power to affect the variable returns of the entity. The financial statements of the subsidiaries are prepared for the same reporting period as Navitas, using consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intragroup transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is transferred out of the Group. A change in the ownership interest of a subsidiary that does not result in a loss of control, is accounted for as an equity transaction. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015040 Navitas Limited Annual Report 2015 1 Basis of preparation (continued) 1.4 Basis of consolidation (continued) Non-controlling interests are allocated their share of net profit after tax in the statement of comprehensive income and are presented within equity in the consolidated statement of financial position, separately from the equity of the owners of the parent. Losses are attributed to the non-controlling interest even if that results in a deficit balance. Interests in associates are equity accounted and are not part of the consolidated Group. Transactions and balances between the company and its associates were eliminated in the preparation of consolidated financial statements of the Group to the extent of the Group’s share in profits and losses of the associate resulting from these transactions. 1.5 Foreign currencies Functional and presentation currency Both the functional and presentation currency of Navitas Limited and its Australian subsidiaries is Australian dollars ($). The functional and presentation currency of the non Australian Group companies is the national currency of the country of operation. Transactions & balances Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Foreign currency differences arising on translation are recognised in the profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation of Group companies’ functional currency to presentation currency As at the reporting date the assets and liabilities of foreign subsidiaries are translated into the presentation currency of the Group at the rate of exchange ruling at the reporting date and the statements of comprehensive income are translated at the weighted average exchange rates for the year. The exchange differences arising on the translation are taken directly to a separate component of equity, the foreign currency translation reserve. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 041 2 Segment Information An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group), whose operating results are regularly reviewed by the Group’s Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the Board of Directors. Operating segments for Navitas are: University Programs: The University Programs division delivers education programs, via pathway colleges and managed campuses, to students requiring an university education. Professional and English Programs (PEP): The Division delivers English language tuition, jobs skills training and higher and vocational education in health, security and psychology. SAE: The SAE division delivers education programs in the area of creative media including courses in audio, film and multi media. Corporate: Corporate is the aggregation of the Group’s corporate functions. The Group accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices. Segment revenues are attributed to geographic areas based on the location of the customers providing the revenues. Segment accounting policies are the same as the Group’s policies. 2.1 Geographical areas The Group operates in the following Geographical areas. External Operating Revenue Non Current Assets 2015 $000s 2014 $000s 2015 $000s 2014 $000s Australia United Kingdom Europe Asia Canada United States Rest of World 628,881 84,365 59,277 49,434 66,478 84,617 5,089 590,129 74,060 58,508 48,471 52,713 46,461 5,631 355,721 8,070 96,803 12,007 214 40,022 227 365,418 14,123 93,564 12,289 222 8,468 453 Total 978,141 875,973 513,064 494,537 Operating revenue of $978.141m has been favourably impacted by the depreciation of the Australian Dollar compared to the previous financial year. Using foreign exchange rates that applied in the 2014 financial year the Group would have recorded $17.0m lower revenue, principally from United Kingdom and United States based operations. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015042 Navitas Limited Annual Report 2015 2 Segment Information (continued) 2.2 Reportable Segments University Programs 2015 $000s 2014 $000s Professional and English Programs 2014 $000s 2015 $000s SAE Corporate Total 2015 $000s 2014 $000s 2015 $000s 2014 $000s 2015 $000s 2014 $000s Revenue Tuition services Other services 510,183 444,072 216,806 213,966 173,321 139,519 - - 900,310 797,557 56,157 55,114 7,203 10,247 12,129 10,800 2,342 2,255 77,831 78,416 Total segment revenue 566,340 499,186 224,009 224,213 185,450 150,319 2,342 2,255 978,141 875,973 2,200 2,246 980,341 878,219 140,375 121,807 29,463 25,263 26,144 24,500 (32,875) (26,641) 163,107 144,929 (4,901) (5,071) (3,830) (3,091) (12,538) (13,412) (6,049) (3,019) (27,318) (24,593) Goodwill impairment (16,438) (30,448) (3,104) - - - (749) (749) - - - - - - - - (749) (749) (19,542) (30,448) 119,036 86,288 21,780 21,423 13,606 11,088 (38,924) (29,660) 115,498 89,139 Interest (Other Corporations) Total consolidated revenue Result EBITDA* Depreciation Amortisation Profit before tax and net finance expense Net finance expense Profit before income tax Income tax expense (3,823) (6,238) 111,675 82,901 (39,564) (32,099) 72,111 50,802 Profit for the year *EBITDA = earnings before net interest, taxes, depreciation, amortisation and impairment. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 043 3 Financial performance This section focuses on the results and performance of the Group and includes disclosures explaining the Group’s results for the year, significant items, taxation, earnings per Share and dividends. 3.1 Revenue Accounting policies Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured at the fair value of the consideration received. In relation to the provision of education services, which is the Group’s primary activity, revenue is recognised where the contract outcome can be reliably measured, the Group has control of the right to be compensated for the education services, and the stage of completion can be reliably measured. The stage of completion is measured by reference to the number of contact days held as a percentage of the total number of contact days in the course. Where income is recorded in advance of the provision of service the full amount is recognised as deferred revenue in the statement of financial position. Revenue is then recognised as outlined above. 3.2 Expenses Accounting policies Interest After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Depreciation Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: • Plant and equipment – over 2 to 10 years • Leasehold improvements – the shorter of the lease term or the estimated useful life The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end. Leases Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015044 Navitas Limited Annual Report 2015 3 Financial performance (continued) 3.2 Expenses (continued) Expense analysis by nature Finance costs Bank loans and overdrafts Depreciation and amortisation Depreciation Amortisation Lease payments Minimum lease payments – operating lease Employee benefits expense Employee benefits Post Employment benefits Note 2015 $000s 2014 $000s 6,023 8,484 4.3 27,318 749 24,593 749 28,067 25,342 51,778 43,912 348,786 22,479 303,455 19,230 371,265 322,685 Losses Impairment of goodwill 4.1 19,542 30,448 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 045 2015 $000s 2014 $000s 72,111 50,802 27,318 749 19,542 2,246 302 (1,303) (2,515) 11,874 (3,967) (9,453) 11,803 7,553 1,647 3,927 24,593 749 30,448 133 (45) 208 3 (15,383) (50) (5,837) 18,594 35,475 (2,196) 3,445 3 Financial performance (continued) 3.3 Reconciliation of profit to the statement of cash flows Reconciliation of profit for the period to net cash flows from operating activities Net profit for the period Non cash items Depreciation Amortisation Impairment of goodwill Lease incentives Net (gain)/loss on disposal of property, plant and equipment Net exchange loss/(gains) Other non cash items Decrease/(increase) in assets Trade and other receivables Prepayments and other assets Deferred tax assets Increase/(decrease) in liabilities Trade and other payables Deferred revenues Current tax liabilities Provisions Net cash flows from operating activities 141,834 140,939 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015046 Navitas Limited Annual Report 2015 3 Financial performance (continued) 3.4 Taxation This note sets out the tax accounting policies of the Group, the current and deferred tax charges or credits in the year (which together make up the total tax charge or credit in the income statement), a reconciliation of profit before tax to the tax charge (or credit) and the movements in the deferred tax assets and liabilities. Accounting policies Income tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. Deferred income tax is generally provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are recognised where management consider that it is probable that future taxable profits will be available to utilise those temporary differences. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised directly in equity are recognised in equity and not in the profit or loss. 3.4.1 Income tax expense The major components of income tax expense are: 2015 $000s 2014 $000s Income tax recognised in profit or loss Current income Tax Current income tax charge Adjustments in respect of current income tax of previous years (45,402) (2,661) (37,360) (705) Deferred income tax Relating to the origination and reversal of temporary differences 8,499 5,966 Income Tax reported in the statement of comprehensive income (39,564) (32,099) NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 047 3 Financial performance (continued) 3.4 Taxation (continued) 3.4.1 Income tax expense (continued) The following table provides numerical reconciliation between aggregate tax expenses recognised in the statement of comprehensive income and tax expense calculated per the statutory income tax rate. 2015 $000s 2014 $000s Accounting profit before tax 111,675 82,901 At the Group’s statutory income tax rate of 30% (33,503) (24,870) Adjustments in respect of current income tax of previous years Non tax deductible goodwill impairment Effect of local tax rates not at 30% (2,661) (5,863) 2,463 (705) (9,135) 2,611 Income Tax reported in the statement of comprehensive income (39,564) (32,099) 3.4.2 Recognised tax assets and liabilities Note 2015 $000s 2014 $000s Current income tax Opening balance Charged to income Foreign exchange movements Payments Closing balance Deferred Income Tax Opening balance Charged to income Foreign exchange movements Charged to equity Closing balance Deferred income tax relates to the following: Deferred tax assets Employee provisions Other provisions Lease incentives Interest rate swaps Unrealised FX losses Carry forward tax losses Other temporary differences 12,648 48,063 (537) (47,097) 14,134 38,065 (100) (39,451) 13,077 12,648 34,556 8,499 3,291 (21) 28,275 5,966 (254) 569 46,325 34,556 12,734 2,132 961 823 236 27,622 1,817 10,291 1,774 1,485 692 2,582 17,271 461 46,325 34,556 3.4.3 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015048 Navitas Limited Annual Report 2015 3 Financial performance (continued) 3.4 Taxation (continued) 3.4.3 Carry forward tax losses Federal and State operating tax losses of $24.3m have been incurred by the Group’s US domiciled entities since inception. These losses may be utilized in years through to 2033 for both US federal and US state purposes. These losses are considered recoverable as the management has determined that it is more likely than not that the Group will utilize these losses through future profitable operations. 3.5 Dividends 3.5.1 Recognised amounts Declared and paid during the year Dividends on ordinary shares: Final franked dividends for 2014: 10.1 cents (2013: 10.2 cents) Interim franked dividend for 2015: 9.4 cents (2014: 9.4 cents) 2015 $000s 2014 $000s 37,947 35,347 38,288 35,289 73,294 73,577 3.5.2 Unrecognised amounts Dividends proposed and not recognised as a liability Dividends on ordinary shares: Final franked dividends for 2015: 10.1 cents (2014:10.1 cents) 38,009 37,947 3.5.3 Franking credits At balance date the value of franking credits available (at 30%) was $12.5m (2014: $5.0m). 3.6 Earnings per share Net profit attributable to equity holders of the parent ($000s) 71,810 51,584 Weighted average number of ordinary shares for earnings per share (Number of shares) 376,053,714 375,490,701 2015 2014 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015 Navitas Limited Annual Report 2015 049 4 Assets and Liabilities This section shows the assets used to generate the Group’s revenue and the liabilities incurred as a result. Liabilities relating to the Group’s financing activities are addressed in Section 5. Deferred tax assets and liabilities are shown in note 3.4. On the following pages there are notes covering intangible assets, working capital, other non-current assets and provisions. 4.1 Intangible assets Accounting policies Goodwill Goodwill acquired in a business combination is initially 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 identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. Each unit or group of units to which the goodwill is so allocated: 1. represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and 2. is not larger than an operating segment determined in accordance with AASB8 Operating Segments. Other Identifiable Intangible Assets Other identifiable intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an identifiable intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, identifiable intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of these identifiable intangible assets are assessed to be either finite or indefinite. Identifiable intangible assets with finite lives are amortised over the useful life and assessed for impairment whenever there is an indication that the identifiable intangible asset may be impaired. The amortisation period and the amortisation method for an identifiable intangible asset with a finite useful life is reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on identifiable intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset. Identifiable intangible assets with indefinite useful lives are not amortised. The useful life of an intangible asset with an indefinite life is reviewed each reporting period to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for as a change in an accounting estimate and is thus accounted for on a prospective basis. A summary of the policies applied to the Group's identifiable intangible assets is as follows: Brand Names (a) Indefinite Useful lives Amortisation period and method used Not applicable Internally generated/acquired Recoverable amount testing Acquired Annually and where an indicator of impairment exists. Other (b) Finite Between 10 and 25 years – straight line Acquired Where an indicator of impairment exists. Amortisation method reviewed at each financial year end. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015050 Navitas Limited Annual Report 2015 4 Assets and Liabilities (continued) 4.1 Intangible assets (continued) Accounting policies (continued) Other Identifiable Intangible Assets (continued) (a) Brand Names Brand names include intangible assets acquired in the SAE business combination. This intangible asset has been assessed as having an indefinite life on the basis of brand strength, ongoing expected profitability and the expectation of minimal ongoing expenditure. (b) Other Other includes copyrights and licences acquired through business combinations, principally the acquisition of businesses within the PEP division. 4.1.1 Carrying amount of intangible assets $000s Gross Carrying amount Balance at 1 July 2013 Impact of foreign currency conversion Balance at 30 June 2014 Acquisition of controlled entity Impact of foreign currency conversion Goodwill Brand Names Other Total 306,059 2,167 308,226 6,954 1,494 136,000 - 136,000 - - 17,694 - 17,694 - - 459,753 2,167 461,920 6,954 1,494 Balance at 30 June 2015 316,674 136,000 17,694 470,368 Accumulated amortisation and impairment losses Balance at 1 July 2013 Amortisation expense Impairment of goodwill Balance at 30 June 2014 Amortisation expense Impairment of goodwill Balance at 30 June 2015 Net book value At 1 July 2013 At 1 July 2014 At 30 June 2015 (3,733) - (30,448) (34,181) - (19,542) (53,723) - - - - - - - (6,821) (749) - (7,570) (749) - (10,554) (749) (30,448) (41,751) (749) (19,542) (8,319) (62,042) 302,326 136,000 10,873 449,199 274,045 136,000 10,124 420,169 262,951 136,000 9,375 408,326 Foreign currency conversion of goodwill Some goodwill balances are denominated in currencies other than Australian Dollars. In particular a substantial portion of goodwill associated with the purchase of the SAE Group is denominated in Euro’s. These non-Australian Dollar balances are translated at the rate applicable at the reporting date, into Australian Dollars and fluctuate in line with foreign exchange movements. The exchange differences arising on the translation are taken directly to the foreign currency translation reserve. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 051 4 Assets and Liabilities (continued) 4.1 Intangible assets (continued) 4.1.2 Impairment Accounting policies Impairment testing is completed at each reporting date for goodwill and intangible assets that have indefinite useful lives or assets that are not ready for use, or more frequently if events or changes in circumstances indicate that the asset may be impaired. For intangible assets that are subject to amortisation the asset is reviewed for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount is greater than its estimated recoverable amount. Indicators of impairment may include changes in technology and business performance. In testing for impairment, the recoverable amount is estimated for an individual asset or, if it is not possible to estimate the recoverable amount for the individual asset, the recoverable amount of the cash generating unit (CGU) to which the asset belongs. CGUs are the smallest identifiable group of assets that generate cash flows that are largely independent from the cash flows of other assets or group of assets. Each CGU is no larger than an operating segment. The recoverable amount of an asset or a CGU is the greater of fair value less cost of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the risks specific to the asset or CGU and the market’s current assessment of the time value of money. An impairment loss is recognised in the income statement if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs) and then, to reduce the carrying amount of the other assets in the CGU (group of CGUs). Impairment losses recognised in respect of goodwill are not reversed. Impairment losses recognised in prior periods in respect of intangible assets are assessed at each reporting date for any indications that the impairment loss has decreased or may no longer exist. The impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount of the asset and is reversed only to the extent that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of amortisation, had no impairment loss been recognised. Impairment losses recognised Year ended 30 June 2015 Impairment testing of indefinite useful life assets, using a value in use calculation, for the year ended 30 June 2015 identified goodwill balances of $19.5m that were not considered recoverable. These balances related to the University Program’s SIBT ($9.0m) (see below) and Study Overseas (SOL) ($7.4m) businesses and the Navitas Resources Institute (NRI) ($3.1m) in PEP. SOL, Navitas’ Indian based student recruitment arm, was fully impaired following sustained declines in performance over the last few years and the recent announcement that the UK Home Office plans to bar non EU students from part time or post study work rights. NRI goodwill, which primarily related to the acquisition of training entities in 2005 and which formed the NRI business unit, was fully impaired due to sustained losses and the current difficult environment for the Mining and Resources sector. Therefore a goodwill impairment charge of $19.5m was recognised as at 30 June 2015. Year ended 30 June 2014 Subsequent to balance date Navitas announced that its wholly owned subsidiary, Sydney Institute of Business and Technology (SIBT), had reached agreement with its partner, Macquarie University (Macquarie), that from February 2016 SIBT’s on campus pathway programs to students would cease. From this point on Macquarie would offer its own pathway program to students. Accordingly, Navitas performed a value in use calculation, using a pre tax discount rate of 11.4%, for the SIBT cash generating unit and determined that the recoverable value was $9.0m (2013: $32.3m). Therefore, $23.3m of goodwill recognised on the acquisition of SIBT was not recoverable, and a goodwill impairment charge of $23.3m was recognised as at 30 June 2014. The remaining carrying value of $9.0m was to be impaired during the 2015 financial year. Further impairment losses of $7.2m were recorded during the year in relation to EduGlobal China and Ausedken (AUSI) reducing the intangible balances associated with these cash generating units to nil. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015052 Navitas Limited Annual Report 2015 4 Assets and Liabilities (continued) 4.1 Intangible assets (continued) 4.1.2 Impairment (continued) Impairment testing of goodwill and indefinite life identifiable intangible assets Carrying amount of goodwill allocated to each of the cash generating units The carrying amounts of acquired goodwill have been allocated to the following individual cash generating units that have significant amounts of intangibles, for impairment testing, as follows: Cash generating unit (or group of units) Carrying amount of Goodwill ($000s) 2015 2014 SAE PEP (English and Foundation Skills) PEP (ELICOS) Sydney Institute of Business & Technology Deakin College Curtin College Australian College of Applied Psychology Queensland Institute of Business & Technology Multiple units without significant intangibles 149,296 31,944 13,689 - 11,738 13,089 10,804 9,980 22,411 262,951 141,598 31,944 13,689 9,047 11,738 13,089 10,804 9,980 32,156 274,045 Value in use calculations for SAE The recoverable amount of SAE has been determined based on a value in use calculation using cash flow projections covering a five year period, based on bottom up financial forecasts prepared by local management and approved by SAE and Navitas Senior Executives. The following describes each key assumption on which management has based its value in use calculation for SAE. • The discount rate applied to pre tax cash flow projections is 12.3%. • Cash flows beyond the five year period are estimated using a terminal value calculated under standard valuation principles incorporating a long term growth rate of 2.5%. • Revenue from operations is forecast to increase as a result of increased volumes of students. This has been estimated as 10% on average over the five year forecast period. Weighted average forecast course fees have not been assumed to increase significantly due to conservative estimates and changed country mix. Wage inflation is assumed to be in line with the long run historical average for Australia, and EBITDA margins are forecast to improve in line with the long run average achieved by established SAE schools. • The impact of working capital has been assumed to increase in line with revenue growth. • Capital investment required to run the business has been assumed based on detailed estimates for three years then at 5.0% of forecast revenues. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 053 4 Assets and Liabilities (continued) 4.1 Intangible assets (continued) 4.1.2 Impairment (continued) Impairment testing of goodwill and indefinite life identifiable intangible assets (continued) Value in use calculations for SAE (continued) In addition, the cash flow projections for SAE also assumes the continued ability of existing and future students to access government funding (loans) for the purpose of obtaining a qualification from a SAE school. This includes access to Title IV funding in the USA and Fee-Help in Australia. The implications of the key assumptions for the recoverable amount are: • Discount rate - Management has considered the possibility that the discount rate used could increase. The recoverable amount of SAE intangible assets would only be impacted if the discount rate increased by 20% or more. • Long term growth rate - the recoverable amount of SAE intangible assets would only be impacted if the growth rate used was lower than 1.75%. • Forecast EBITDA for SAE would need to be 15% lower than used in the value in use model, over the five year forecast period, either due to slower than forecast revenue growth or lower EBITDA margin, to result in a recoverable amount lower than the carrying amount of SAE intangible assets. The recoverable value of the SAE Brand Name of $136m has been assessed using the same methods and assumptions as the related goodwill. Value in use calculations for other cash generating units The recoverable amount of these cash-generating units has been determined based on a value in use calculation using cash flow projections covering a five year period, based on financial forecasts approved by Navitas Senior Executives. The following describes each key assumption on which management has based its value in use calculation for the remaining cash generating units. • The discount rate applied to pre tax cash flow projections is 11.4% and cash flows beyond the five year period are estimated using a terminal value calculated under standard valuation principles incorporating growth rates ranging from 0% to 3.5%. • Revenue from operations is forecast to increase due to increased volumes of students and fee growth in line with historical performance. Wage inflation is assumed to be in line with the long run historical average, and forecast EBITDA margins are assumed to be stable, and in line with the long run average achieved by the established cash generating units. In addition, the cash flow projections for the following cash generating units, also assume that significant partnership or service delivery contracts are renewed at the end of the current fixed contract period. If the contracts are not renewed on substantially the same or similar terms and conditions then goodwill may be impaired. Cash generating units subject to partnership or service delivery contracts with fixed term, subject to renewal Carrying amount of goodwill associated with each cash generating unit ($000s) PEP (English and Foundation Skills) Curtin College Deakin College Queensland Institute of Business & Technology Multiple units without significant intangibles 31,944 13,089 11,738 9,980 13,559 80,310 Except for loss of material contracts, there are no reasonably possible changes in key assumptions that would result in a material impairment of intangible assets for these cash generating units. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015054 Navitas Limited Annual Report 2015 4 Assets and Liabilities (continued) 4.2 Trade and other receivables Accounting policies Trade receivables, which generally have 30 to 60 day terms, are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest rate method less an allowance for any uncollectible amounts. Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off when identified. An allowance for doubtful debts is made when there is objective evidence that a trade receivable is impaired. The amount of the allowance is measured as the difference between the carrying amount of the trade receivables and the present value of the estimated future cash flows expected to be recovered from the relevant debtors. Trade receivables Allowance for doubtful debts Accrued Income Other receivables 2015 $000s 2014 $000s 90,786 (5,121) 91,179 (4,571) 85,665 86,608 16,298 5,964 17,605 7,623 107,927 111,836 Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value. The Group is not exposed to significant credit risk due to the nature of revenue which is generally received in advance of the service being provided. The maximum exposure to credit risk is the net carrying amount of receivables. A significant portion of receivables is for student debts that are funded by monthly installments from Governments under student loan arrangements. Subject to certain criteria being achieved by the student, Government funding has low credit risk. In situations where revenues are not provided in advance of service, the Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the Group's policy to securitise its trade and other receivables. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an assessment of their independent credit rating, financial position, past experience and industry reputation. Risk limits are set for each individual customer in accordance with parameters set by the Board. These risk limits are regularly monitored. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 055 4 Assets and Liabilities (continued) 4.3 Property, plant and equipment Accounting policies Plant and equipment is stated at historical cost less accumulated depreciation and any impairment in value. Information in relation to depreciation of property, plant and equipment is included in section 3.2. Gross carrying amount Balance at 1 July 2013 Additions Disposals Transfers Exchange differences Balance at 1 July 2014 Additions Acquisition of controlled entity Disposals Exchange differences Closing balance at 30 June 2015 Accumulated depreciation Balance at 1 July 2013 Depreciation expense Disposals Transfers Exchange differences Balance at 1 July 2014 Depreciation expense Disposals Exchange differences Plant and equipment $000s Leasehold Improvements $000s Total $000s 37,627 25,165 (7,617) (9) (405) 54,761 18,912 7,575 (4,294) 6,727 83,681 (7,661) (23,186) 7,617 697 314 (22,219) (13,561) 4,107 (1,162) 95,456 183 (634) 9 (173) 94,841 19,221 - (1,757) 2,310 133,083 25,348 (8,251) - (578) 149,602 38,133 7,575 (6,051) 9,037 114,615 198,296 (51,698) (1,407) 634 (697) 153 (53,015) (13,757) 2,247 (1,742) (59,359) (24,593) 8,251 - 467 (75,234) (27,318) 6,354 (2,904) Closing balance at 30 June 2015 (32,835) (66,267) (99,102) Net book value At 1 July 2013 At 1 July 2014 At 30 June 2015 29,966 32,542 50,846 43,758 41,826 48,348 73,724 74,368 99,194 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015056 Navitas Limited Annual Report 2015 4 Assets and Liabilities (continued) 4.4 Trade and other payables Accounting policies Trade payables and other payables have 30-60 day terms and are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. Wages, salaries, annual leave Liabilities for wages and salaries, including non monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Annual leave expected to be settled more than 12 months after the reporting date is measured as the present value of the expected future payments, adjusted for future wage and salary levels, and are recognised in other payables. Current Trade payables Other payables Lease incentives Non Current Lease incentives 2015 $000s 2014 $000s 20,411 100,995 3,651 16,097 87,269 2,108 125,057 105,474 10,793 4,693 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 057 4 Assets and Liabilities (continued) 4.5 Provisions Accounting policies Provisions Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the balance sheet date. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The increase in the provision due to the passage of time is recognised as a finance cost. Make good Under the terms of its lease agreements the Group must restore certain leased premises to their condition as at the commencement of the lease. Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by the employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. Current Make good Employee benefits Non Current Make good Employee benefits 2015 $000s 2014 $000s 348 5,496 5,844 6,046 6,498 12,544 660 4,975 5,635 3,398 5,843 9,241 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015058 Navitas Limited Annual Report 2015 5 Capital structure and financing This section outlines how the Group manages its capital structure and related financing costs, including its balance sheet liquidity and access to capital markets. The Directors determine the appropriate capital structure, specifically, how much is raised from Shareholders (equity) and how much is borrowed from financial institutions (debt) in order to finance the Group’s activities both now and in the future. The Directors consider the Group’s capital structure and dividend policy ahead of announcing results and do so in the context of its ability to continue as a going concern, to execute the strategy and to deliver its business plan. 5.1 Cash and cash equivalents Accounting policies Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term deposits that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Cash at bank earns interest at floating rates based on daily bank deposit rates. Tuition Fees held in Tuition Protection Service Account in Australia The Consolidated Entity is required to maintain, in Australia, separate bank accounts for funds received from international students prior to commencement of their course (prepaid fees). As at 30 June 2015, the Consolidated Entity’s Australian operations held $46.4m (2014: $47.8m) in prepaid fees for students who had not commenced studies with the Consolidated Entity, with a corresponding amount included in deferred revenue. These funds are held in separate bank accounts until the student commences their course, at which point the funds may be used to settle normal obligations of the Consolidated Entity. At all times, the Consolidated Entity must ensure that there are sufficient funds in these separate bank accounts to repay prepaid tuition fees to all international students, in respect of whom tuition fees have been paid and who have not yet commenced their course. 5.2 Bank Borrowings Accounting policies All loans and borrowings are initially recognised at the fair value of the consideration received. Due to the nature of these borrowings, the carrying amount of the Group’s borrowings approximate their fair value. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance date. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015 Navitas Limited Annual Report 2015 059 5 Capital structure and financing (continued) 5.2 Bank Borrowings (continued) 5.2.1 Summary of borrowing arrangements At reporting date, the following banking facilities had been executed and were available. Total facilities Credit facility Facilities unutilised at balance date Credit facility 2015 $000s 2014 $000s 400,000 275,000 227,598 151,470 A total of $172.402m had been utilised of the total facility, split between lease rental and performance guarantees of $49.263m and borrowings of $123.139m drawn in Euro, US Dollars and Singapore Dollars. The total utilised at 30 June 2014 was $123.530m drawn in Euros and Australian Dollars. The borrowings of $123.139m (2014: $123.530) include $14.180m (2014: nil) at floating interest rates and $108.959m (2014: $123.530m) at fixed interest rates (via interest rate swap, see note 5.4.1). The facilities are unsecured. The weighted average effective interest rate on the facilities was 2.62% (2014: 4.15%). Further details are provided in note 5.3. 5.2.2 Leasing The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. Operating leases- Group as lessee The Group has entered into commercial leases on certain premises. These leases have an average life of between 3 and 12 years with options to renew in some cases. There are no restrictions placed upon the lessee by entering into these leases. Future minimum rentals payable Within one year After one year but not more than five years More than five years 2015 $000s 2014 $000s 58,225 230,590 251,116 48,396 113,556 36,606 539,931 198,558 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015060 Navitas Limited Annual Report 2015 5 Capital structure and financing (continued) 5.3 Capital risk management objectives and policies When managing capital it is management’s objective to maximize the returns to Shareholders as measured by Economic Value Added (EVA®), whilst also ensuring that the entity continues to operate as a going concern. EVA® measures the profits earned by the business after charging for the funds invested by both lenders and Shareholders. Accordingly management aims to maintain a capital structure that ensures the lowest cost of capital for the Group, and maximizes returns to Shareholders from their capital investment. Management regularly review capital structure to ensure that the Group takes advantage of favourable costs of capital. As the market is constantly changing, management will: actively review the amount of dividends to be paid to Shareholders, return capital to Shareholders, issue new Shares, and initiate on market Share buy backs, and drawdown on/repay bank borrowings to ensure that capital is managed appropriately. The Group operates globally, primarily through subsidiary companies established in the markets in which the Group trades. None of the Group’s entities are subject to externally imposed capital requirements. The Group’s policy is to borrow centrally, using a variety of currencies, to meet anticipated funding requirements. Management monitors capital through the combination of leverage ratio (market value of net debt/total market value of capital) and return on capital employed. The Group’s target leverage ratio is 10%. Under certain circumstances the actual ratio will be higher or lower than the target, in which case, capital will be managed towards the target. The Group’s leverage ratios at 30 June 2015 and 2014 were as follows: Total borrowings Less cash and cash equivalents Net debt Market Capitalisation Market value of capital Leverage ratio EVA® Is a registered trademark of Stern Stewart & Co. 2015 $000s 2014 $000s 123,139 (87,188) 35,951 1,611,807 123,530 (71,886) 51,644 2,678,830 1,647,758 2,730,474 2.2% 1.9% The leverage ratio at balance date is lower than the average over the financial year as this is the annual low point for net debt. Seasonality is driven by the timing of key student enrolment periods. Management’s target for return on capital employed is a minimum return in excess of the Group’s weighted average cost of capital (WACC). For 2015, the Group’s WACC was approximately 8% (2014: 8%). Returns on capital employed were 22.8% (2014: 19.9%) from continuing operations; well above the Group’s WACC. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 061 5 Capital structure and financing (continued) 5.4 Financial risk management objectives and policies The Group’s principal financial instruments comprise receivables, payables, bank loans, cash and cash equivalents and derivatives. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method less impairment. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process. The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with the Group's Treasury policy. The objective of the policy is to support the delivery of the Group's financial targets whilst protecting future financial security. The Group may enter into derivative transactions, principally interest rate swaps and forward currency contracts. The purpose is to manage the potential interest rate and currency risks arising from the Group's operations and its sources of finance. Derivatives, specifically in forward currency contracts, may also be entered into. These derivatives provide economic hedges, but do not qualify for hedge accounting and are based on limits approved by the Audit and Risk Committee. The main risks that may arise from the Group's financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. The Group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring levels of potential exposure to interest rate and foreign exchange risk and assessments of market forecasts for interest rate and foreign exchange rates. Where material, ageing analyses and monitoring of specific credit allowances are undertaken to manage credit risk, liquidity risk is monitored through the development of future rolling cash flow forecasts and maintenance of appropriate credit facilities. The Audit and Risk Committee periodically reviews the policies for managing each of these risks as summarised below. Risk exposures and responses 5.4.1 Interest rate risk At reporting date the Group had the following mix of financial assets and liabilities exposed to interest rate risk: Financial Assets Cash and cash equivalents Financial Liabilities Bank borrowings Net exposure Variable interest rate risk Fixed interest rate risk (after interest rate swap) 2015 $000s 2014 $000s 2015 $000s 2014 $000s 87,188 71,886 - - 14,180 - 108,959 123,530 73,008 71,886 108,959 123,530 The Group’s exposure to market interest rates relates primarily to the Group’s long term borrowing obligations with a floating interest rate. The level of debt is disclosed in note 5.2. The Groups debt facilities allow borrowings in multiple foreign currencies, accordingly, interest-bearing loans of the Group currently range from 1.3% to 3.4% (2014: 1.6% to 4.9%). The Group’s policy is to manage its interest cost using a mix of fixed and variable rate debt, and that between 25% and 75% of core borrowings must be at fixed rates of interest. Core borrowings is defined as the lowest level of borrowings forecast in the Group’s forward projections. In the absence of fixed rate debt the Group’s policy allows for the use of interest rate swaps, collars and caps. Where the Group enters into fixed rate debt it is understood that this creates a fair value exposure as a by-product of the Group’s attempt to manage its cash flow volatility arising from interest rate changes. The Group has entered into interest rate swap contracts, in order to protect against rising interest rates, under which it has a right to receive interest at variable rates and to pay interest at fixed rates. At 30 June 2015 the face value of interest rate swap contracts held was $128.959m (2014: $129.030m). NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015062 Navitas Limited Annual Report 2015 5 Capital structure and financing (continued) 5.4 Financial risk management objectives and policies (continued) Risk exposures and responses (continued) 5.4.1 Interest rate risk (continued) The following swaps have been in place for the current financial year. • Euro interest swaps at 0.71% maturing in February 2018. • AUD interest swaps at 3.49% maturing in February 2018. For the 2014 financial year the Group had Euro interest swaps at 2.08% that matured in February 2014. These swaps were replaced with the Euro and AUD swaps listed above. Swaps in place cover approximately 118% (2014: 104%) of the principal outstanding at reporting date and are timed to expire at the renewal dates of each loan. The interest rate swaps require settlement of net interest receivable or payable each month. The settlement dates coincide with the dates on which interest is payable on the underlying debt. All swaps are matched directly against the appropriate loans and interest expense and as such are considered highly effective. They are settled on a net basis. The swaps are measured at fair value and all gains and losses attributable to the hedged risk are taken directly to equity and re-classified into profit or loss when the interest expense is recognised. The fair value of interest rate swap contracts – cash flow hedges, is as follows: Current Liabilities – payables Interest rate swap contracts - cash flow hedges 2015 $000s 2014 $000s 2,743 2,307 Interest rate swap contracts are exposed to fair value movements if interest rates change. Under these contracts the Group is committed to $1.488m (2014: $1.467m) interest expense within 12 months, $1.488m (2014: $1.467m) interest expense between 1 year and 2 years, and $1.110m (2014: $2.335m) interest expense between 2 years and 5 years, on $128.959m (2014: $129.0m) of notional debt (at rates as per above). The Group constantly analyses its interest rate exposure. Within this analysis consideration is given to potential renewals of existing positions, alternative financing, alternative hedging positions and the mix of fixed and variable interest rates. Sensitivity analysis The following sensitivity analysis is based on the interest rate risk exposures in existence at the balance sheet date. At 30 June 2015, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows: Judgments of reasonably possible movements Post tax profit and equity higher/(lower) +1% (100 basis points) 2015 $000s 2014 $000s 504 503 The movements in profit and equity are due to higher interest revenues from variable rate cash balances, and higher interest expenses on variable rate borrowings. The sensitivity is unchanged compared to 2014 because of an increase in variable rate debt. Management believe the balance date risk exposures are representative of the risk exposure inherent in the financial instruments. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 063 5 Capital structure and financing (continued) 5.4 Financial risk management objectives and policies (continued) Risk exposures and responses (continued) 5.4.2 Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense is denominated in different currency from the Group’s presentation currency) “Transactional risk”, and the Group’s net investments in foreign subsidiaries “Translational risk”. 5.4.2.1 Transactional risk During the 2015 financial year the company changed its foreign currency risk policy to only hedge known and committed exposures rather than forecast cashflows over a two year horizon. The policy was changed to benefit the business by increasing certainty and reducing complexity. 5.4.2.2 Translational risk The Group’s policy is to hedge its exposure to fluctuations on the translation of its foreign operations by holding net borrowings in foreign currencies, where the unhedged exposure exceeds $10.0m. This is currently limited to the Group’s Euro, US Dollar and Singapore Dollar exposures. 5.4.3 Credit risk Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, trade and other receivables, other financial assets and derivative instruments. The Group's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. The Group is not exposed to significant credit risk. See note 4.2. 5.4.4 Liquidity risk The Group’s objective is to maintain a balance between the continuity of funding and flexibility through the use of operating cash flows and committed available credit facilities. During the 2015 financial year, the Group completed a refinancing of the Group’s existing debt facilities via a series of five year multi currency bilateral revolving credit facilities. The new facilities increased the total facility limit to $400m (2014: $275m) and increased the term to December 2019 (2014: June 2018). These facilities are split into two tranches. Tranche A is $340m and wholly consists of credit facilities, whereas Tranche B is $60m and can either be used as credit facilities or for guarantee requirements. A total of $172.402m had been utilized of the total facility, split between lease rental and performance guarantees of $49.263m and borrowings of $123.139m. The total utilised at 30 June 2014 was $123.530m. Cash flows from operations for 2015 were $141.801m (2014: $140.939m). The Group’s policy is that no more than 50% of credit facilities should mature within the following 12 months. At 30 June 2015, none (2014: 20%) of the Group’s credit facilities will mature within the following 12 months. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015064 Navitas Limited Annual Report 2015 5 Capital structure and financing (continued) 5.4 Financial risk management objectives and policies (continued) Risk exposures and responses (continued) 5.4.4 Liquidity risk (continued) Contractual maturities 2015 Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables Borrowings Interest rate derivatives <3 months $000s 3 months to a year $000s 1 —5 years $000s Total $000s 87,188 101,963 189,151 20,411 - 372 20,783 - 5,964 5,964 100,995 - 1,116 - - - - 123,319 2,598 87,188 107,927 195,115 121,406 123,319 4,086 102,111 125,917 248,811 Net maturity 168,368 (96,147) (125,917) (53,696) 2014 Financial assets Cash and cash equivalents Trade and other receivables Foreign exchange derivatives Financial liabilities Trade and other payables Borrowings Interest rate derivatives Foreign exchange derivatives <3 months $000s 3 months to a year $000s 1 —5 years $000s Total $000s 71,886 104,213 63 176,162 16,097 - 368 132 16,597 - 7,623 243 7,866 87,269 - 1,104 69 - - 441 441 - 123,530 4,222 - 71,886 111,836 747 184,469 103,366 123,530 5,694 201 88,442 127,752 232,791 Net maturity 159,565 (80,576) (127,311) (48,322) NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 065 5 Capital structure and financing (continued) 5.4 Financial risk management objectives and policies (continued) Risk exposures and responses (continued) 5.4.4 Liquidity risk (continued) The Group has entered into financial guarantee contracts as disclosed in note 7.1. In the event of default these are at call. Default is considered remote and the Group expect that no payment will be required in the foreseeable future. The tables above reflect all contractually fixed settlement, repayments, receivables and interest resulting from recognised financial liabilities and assets, including derivative financial instruments, as of 30 June 2015. For derivative financial instruments the gross cash settlement is presented where gross settlement occurs and the net cash settlement is presented where net settlement occurs. For the other obligations the respective undiscounted cash flows for the respective upcoming fiscal years are presented. Cash flows for financial liabilities are based on the earliest possible date for on which the Group can be required to pay. Cash flows for financial assets are based on the terms and conditions existing at the balance sheet date. Management manages this liquidity risk by the maintenance of appropriate unutilised credit facilities and continued operation of the business as a going concern generating operating cash flows. Whilst operating as a going concern, the material business units of the Group receive operating cash flows prior to the provision of the service. At 30 June 2015, the Group had recognised deferred revenue of $280.584m (2014: $258.401m), representing cash receipted by the Group for which tuition services had yet to be provided. Management have utilised these cash receipts to reduce debt, return capital to shareholders, and to purchase investments. At 30 June 2015, the Group had $123.139m bank debt (2014: $123.530m) and had unutilised credit facilities of $227.598m available (2014: $151.470m). Management is confident this is sufficient to cover any liquidity risk exposure at balance date. 5.5 Issued Capital Movements in shares on issue 2015 2014 Shares (Number) $000s Shares (Number) $000s Movements in shares on issue At 1 July Dividend reinvestment plan (i) Employee share schemes (ii) 375,712,581 527,926 90,461 197,868 2,641 465 375,367,918 295,671 48,992 195,375 2,195 298 At 30 June 376,330,968 200,974 375,712,581 197,868 i) Dividend reinvestment plan During the year the Company issued 527,926 (2014: 295,671) Shares to a value of $2.641m (2014:$2.195m) in lieu of cash dividends. ii) Employee share schemes During the year the Company issued 44,419 (2014: 15,987) Shares to executive employees (under the terms of the executive share plan) to a value of $0.228m (2014: $0.097m) in settlement of obligations arising from the Company’s ValueShare incentive scheme. These obligations were previously recognised in the Company’s results for the 30 June 2014 financial year. In addition, the Company issued 46,042 (2014: 33,005) shares valued at $0.237m (2014: $0.201m) to eligible employees in lieu of salaries and wages as part of the Company’s Employee Share Ownership Plan. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015066 Navitas Limited Annual Report 2015 6 Other notes 6.1 Related party disclosures 6.1.1 Equity interests in related parties The consolidated financial statements include the financial statements of Navitas Limited its controlled entities. The table below lists the primary operating controlled entities of the Group. Individual controlled entities that do not provide a significant contribution to the Group’s revenue, profits or net assets have not been listed. All are owned 100% except as indicated. Country of incorporation Name Australia ACL Pty Ltd* Australian Campus Network Pty Limited* Australian College of English Pty Ltd* Cadre Design Pty. Limited* Colleges of Business & Technology (NSW) Pty Ltd* Colleges of Business and Technology (WA) Pty Ltd* Cytech Intersearch Pty Limited* Educational Enterprises Australia Pty. Ltd.* Educational Services Pty Ltd* EduGlobal Pty Ltd* Hawthorn Learning Pty Limited* Health Skills Australia Pty Ltd* IBT (Canada) Pty Limited* IBT (Sydney) Pty Limited* IBT Education Pty Ltd* IBT Finance Pty Limited* Institutes of Business and Technology (UK) Pty Ltd* LM Training Specialists Pty. Ltd.* Melbourne Institute of Business and Technology Pty Ltd* * indicates member of the closed group Rest of World Fraser International College Limited Curtin Education Centre Pte. Ltd. (90%) Entities subject to class order relief Navitas America Pty Ltd* Navitas Bundoora Pty Ltd* Navitas College of Health Pty Ltd* Navitas College of Public Safety Pty Ltd Navitas English Pty Limited* Navitas English Services Pty Limited* Navitas Professional Institute Pty Ltd* Navitas Professional Pty Ltd* Navitas Professional Training Pty Ltd* Navitas SAE Holdings Pty Ltd* Navitas USA Pty Ltd* Newcastle International College Pty Ltd* Perth Institute of Business and Technology Pty Ltd* Queensland Institute of Business & Technology Pty Ltd* SAE Institute Pty Limited* South Australian Institute of Business and Technology Pty Ltd* Sydney Institute of Business and Technology Pty Ltd* The Australian Centre for Languages Pty Ltd* The Learning Space Pty Ltd* SAE-Institute GmbH Pursuant to ASIC Class Order 98/1418, relief has been granted to certain of the entities which are indicated above as members of the closed group (“closed group entities”) from the Corporations Act 2001 requirements for preparation, audit and lodgement of their financial reports. As a condition of the Class Order, Navitas Limited and the closed group entities entered into a Deed of Cross Guarantee on 15 June 2006, as varied from time to time. The effect of the deed is that Navitas Limited has guaranteed to pay any deficiency in the event of winding up of any closed group entity. The closed group entities have also given a similar guarantee in the event that Navitas Limited is wound up. During the period, no entity has been: • • removed by a revocation deed contemplated by the Deed of Cross Guarantee; or the subject of a notice of disposal contemplated by the Deed of Cross Guarantee. During the period, no entity obtained relief under the Class Order or a previous order at the end of the immediately preceding financial year but which was ineligible for relief in respect of the relevant financial period. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 067 6 Other notes (continued) 6.1 Related party disclosures (continued) 6.1.2 Closed Group Disclosures The consolidated statement of financial position and consolidated statement of profit or loss and other comprehensive income of the entities which are members of the “closed group” are as follows: Consolidated statement of financial position Current Assets Cash Trade and other receivables Other Total Current Assets Non Current Assets Plant & equipment Deferred tax assets Intangible assets Other financial assets Total Non Current Assets Total Assets Current Liabilities Trade and other payables Deferred revenue Current tax payables Borrowings Provisions Total Current Liabilities Non Current Liabilities Trade and other payables Borrowings Provisions Total Non Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Retained earnings Total Equity Consolidated Retained Earnings At 1 July Profit attributable to members of the closed group Dividends At 30 June Closed Group 2015 $000s 2014 $000s 56,084 66,003 14,760 45,345 70,590 11,412 136,847 127,347 41,541 18,821 328,116 313,064 701,542 838,389 79,490 175,161 9,301 114,466 5,705 384,123 1,257 123,139 11,796 136,192 520,315 318,074 200,974 (1,920) 119,020 318,074 114,808 77,506 (73,294) 119,020 43,110 16,678 340,206 299,576 699,570 826,917 57,816 167,221 9,263 140,601 4,672 379,573 3,232 123,529 9,521 136,282 515,855 311,062 197,868 (1,614) 114,808 311,062 124,170 64,215 (73,577) 114,808 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015 068 Navitas Limited Annual Report 2015 6 Other notes (continued) 6.1 Related party disclosures (continued) 6.1.2 Closed Group Disclosures (continued) Consolidated statement of profit or loss and other comprehensive income Revenue Marketing expenses Academic expenses Administration expenses Finance costs Profit before income tax expense Income tax expense Profit for the year Other comprehensive income Items that may be subsequently classified to profit or loss Fair value movements in hedge reserves Income tax relating to currency translation difference Other comprehensive income for the year Closed Group 2015 $000s 2014 $000s 649,289 608,074 (88,155) (168,479) (270,116) (6,937) (83,310) (154,450) (270,186) (9,319) 115,602 90,809 (38,096) (26,594) 77,506 64,215 (437) 131 (306) (2,307) 692 (1,615) Total comprehensive income for the year 77,200 62,600 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015Navitas Limited Annual Report 2015 069 6 Other notes (continued) 6.1 Related party disclosures (continued) 6.1.3 Transactions with other related parties Transactions between the Group and its related parties During the financial year, the following transactions occurred between the Group and its other related parties: • Minority Shareholders were repaid $540,677 (2014: $36,802). • Hoperidge Advisors Pty Ltd, an entity associated with Mr Rod Jones, is a sub tenant in one of the Group’s rented properties. Navitas has recorded income of $67,347 (2014: $37,475) in relation to this contract. This contract is on normal terms and conditions. The following balances arising from transactions between the Group and its other related parties are outstanding at reporting date: • Current liabilities totaling $2,881,329 (2014: $2,851,553) are repayable to Mr David Shi and his related entities. Mr Shi is the Managing Director of EduGlobal China Ltd (EGC) and owns the minority shareholding of EGC not owned by Navitas Limited. Repayments of $540,677 (2014: $36,802) were made during the period. All amounts advanced to or repayable to related parties are unsecured and are subordinate to other liabilities. The amounts outstanding will be settled in cash. 6.1.4 Transactions with Key Management Personnel A list of key management personnel is provided in the remuneration report on page 74. Aggregate compensation and shareholdings are provided on pages 81 to 83. 6.2 Parent Entity Disclosures Financial Information Current Assets Total Assets Current Liabilities Total Liabilities Shareholders Equity Issued capital Reserves Retained earnings Total Equity Profit for the year Total comprehensive income Parent 2015 $000s 2014 $000s 45,808 66,001 609,166 641,630 207,978 238,152 331,066 362,268 200,974 (1,920) 79,046 197,868 (1,614) 83,108 278,100 279,362 69,233 152,531 68,927 150,916 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015 070 Navitas Limited Annual Report 2015 6 Other notes (continued) 6.3 Auditor’s remuneration The auditor of Navitas Limited is Deloitte Touche Tohmatsu. Audit services Auditor of the Company Deloitte Touche Tohmatsu (Australia) Audit and review of financial reports Other regulatory audit services Overseas Deloitte Touche Tohmatsu firms Audit and review of financial reports Other regulatory audit services Other Auditor Audit and review of financial reports Other services Auditor of the Company Deloitte Touche Tohmatsu (Australia) Other – consulting services Other – tax services 2015 $ 2014 $ 306,000 14,900 545,464 11,730 345,500 7,400 554,703 11,400 878,094 919,003 - - - 6,129 - 12,500 884,223 931,503 NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015 Navitas Limited Annual Report 2015 071 7 Unrecognised Items 7.1 Guarantees The Group has entered into lease rental guarantees with a face value of $25.554m (2014: $20.658m) and performance guarantees with a face value of $80.880m (2014: $65.052m). The fair value of the guarantees has been assessed as nil based on underlying performance of the entities subject to the guarantees. Cross guarantees between entities in the closed group (see note 6.1.1) have been provided by Navitas Limited and its controlled entities. The fair value of the cross guarantees has been assessed as nil based on the underlying performance of the entities in the closed group. 7.2 Contingent Liabilities A UK subsidiary of Navitas is currently in dispute with HM Revenue & Customs in the UK as to whether the subsidiary provides exempt education for the purposes of UK VAT. The matter has been heard by the First-Tier Tribunal (Tax and Chancery Chamber) and the Tribunal ruled in Navitas’ favour. HM Revenue & Customs subsequently sought leave from the First-Tier Tribunal to appeal this decision. This initial request to the First-Tier Tribunal was rejected, although HM Revenue & Customs was granted specific leave to seek permission to appeal to the Upper Tribunal (Tax and Chancery Chamber). HM Revenue & Customs applied for permission to appeal to the Upper Tribunal on 30 June 2014 and on 23 July 2014 this was refused. HM Revenue & Customs applied for this decision to be reconsidered at an oral hearing in 11 December 2014. Permission to appeal to the Upper Tribunal (Tax and Chancery Chamber) was granted subsequent to this hearing. The appeal is set for 1 and 2 December 2015. Based on external legal advice, the Directors believe that there are good prospects that the Upper Tribunal (Tax and Chancery Chamber) will rule in our favour on appeal. Should the ruling be overturned in favour of HM Revenue & Customs the Group faces a potential VAT liability. As at 30 June 2015 the best estimate of such a liability is $5.190m, with a total potential reduction in profits after tax of $4.100m. 8 Events after balance sheet date Subsequent to balance sheet date, the Directors of the Company declared a final dividend on ordinary Shares in respect of the 2015 financial year. The total amount of dividend is $38.009m, which represents a fully franked dividend of 10.1 cents per Share. The dividend has not been provided for in the 30 June 2015 financial statements. 9 Changes in the Group’s Structure In July 2014 Navitas acquired Ex’Pression College, a California based creative media company, for $6.796m. Ex’Pression College contributed $2.5m to the Group’s EBITDA, before transaction and integration costs. In June 2015 Navitas acquired a 51% interest in the University of Canberra College for $4.865m. This investment was made under Navitas’ joint venture model and will be equity accounted. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 30 June 2015072 Navitas Limited Annual Report 2015 DIRECTORS’ REPORT Your Directors submit their report for the year ended 30 June 2015. Directors The names and details of the Company’s Directors in office during the financial year and until the date of this report are set out on pages 8 to 11. Directors were in office for this entire period unless otherwise stated. Interests in the shares and options of the company and related bodies corporate As at the date of this report, the interests of the Directors in the shares and options of Navitas Limited were: Directors Harvey Collins Rod Jones Tony Cipa Diana Eilert* Tracey Horton James King * Appointed 28 July 2014 Ordinary shares held 43,948 45,017,995 10,000 - 2,000 50,000 Directors’ meetings The number of meetings of Directors (including meetings of committees of Directors) held during the year, and the number of meetings attended by each Director, were as follows: Directors’ meetings Audit and Risk People and Remuneration Meetings of Committees Number of meetings held while a director 8 8 8 7 3 8 8 3 Harvey Collins Rod Jones Tony Cipa (i) Diana Eilert (ii) Ted Evans (iii) Tracey Horton (iv) James King (v) Peter Larsen (iii) For references (i) to (v) see following page. Number of meetings attended Number of meetings held while a committee member Number of meetings attended Number of meetings held while a committee member Number of meetings attended 8 8 8 7 3 8 8 3 5 - 5 - 1 - 5 - 5 - 5 - 1 - 5 - 1 - - 3 1 4 3 - 1 - - 3 1 4 3 - All Directors were eligible to attend all meetings held, unless specified. Navitas Limited Annual Report 2015 073 Committee membership Company secretary As at the date of this report, the Company had an Audit and Risk Committee and a People and Remuneration Committee. Members acting on the committees of the board during the year were: People and Remuneration Tracey Horton (iv) (Chairman) James King (v) Diana Eilert (ii) Audit and Risk Tony Cipa (i) (Chairman) Harvey Collins James King (i) Appointed as the Chairman of the Audit and Risk Committee on 29 July 2014 (ii) Appointed to the Board on 28 July 2014 and to the People and Remuneration Committee on 12 September 2014 (iii) Retired on 4 November 2014 Hugh Hangchi, LLB, BComm Appointed 27 April 2005 Mr Hangchi is a practising lawyer and has experience in providing advice to directors of listed and unlisted public companies in relation to directors’ duties, the Corporations Act, the Listing Rules and corporate governance. He has also completed the Company Directors Course Diploma. Prior to joining the company, Mr Hangchi was a senior associate at a national law firm where he specialised in capital raisings, mergers and acquisitions and regulated takeovers. He has also worked as a solicitor with the Australian Securities and Investments Commission. (iv) Appointed as the Chairman of the People and Remuneration Committee on 12 September 2014 Corporate information (v) Appointed to the People and Remuneration Committee on 12 September 2014 Corporate structure Indemnification and insurance of directors and officers The Company has made an agreement to indemnify all the Directors against any liability incurred by that Director in their capacity as a director of the Company or a subsidiary of the Company. The agreement provides for the Company to pay an amount to indemnify directors only to the extent: a) b) the Company is not precluded by law from indemnifying the Directors; and for the amount that the Director is not otherwise entitled to be indemnified and is not actually indemnified by another person (including a related body corporate or an insurer). During or since the financial year, the Company has paid premiums in respect of a contract insuring all the directors of Navitas Limited against any of the following liabilities incurred by the Director as a director, namely: Navitas Limited is a company limited by shares that is registered and domiciled in Australia. Navitas Limited has prepared a consolidated financial report incorporating the entities that it controlled during the financial year as listed in note 6 of the financial statements. Nature of operations and principal activities The principal activities during the financial year of the Group were of the provision of educational services to domestic and overseas students. There have been no significant changes in the nature of those activities during the year. Operating and financial review A review of the consolidated entities’ operations and financial performance has been provided for on pages 14 to 27. a) any liability which does not arise out of Dividends on ordinary Shares Significant changes in the state of affairs There has been no significant change in the state of affairs of the Company. Subsequent to balance sheet date, the Directors of the Company declared a final dividend on ordinary shares in respect of the 2015 financial year. The total amount of dividend is $38.009m, which represents a fully franked dividend of 10.1 cents per Share. The dividend has not been provided for in the 30 June 2015 financial statements. Future developments Likely developments in, and expected results of the operations of the Group in subsequent years are referred to elsewhere in this report, particularly on pages 14 to 27. In the opinion of the directors, further information on those matters could prejudice the interests of the company and the Group and has therefore not been included in this report. Environmental regulation and performance The Group’s operations are not subject to any significant environmental regulations under the government legislation of the countries it operates in. The Board believes that the consolidated entity has adequate systems in place for the monitoring of environmental regulations and is not aware of any such regulations that apply to the consolidated entity. Rounding The amounts contained in this report and in the financial 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. conduct involving: (i) a wilful breach of duty in relation to the Company; and (ii) a contravention of section 182 or section 183 of the Corporations Act 2001, as permitted by section 199B of the Corporations Act 2001; and b) any liability for costs and expenses incurred by the Director in defending proceedings, whether civil or criminal, whatever their outcome, and without the qualifications set out in clause (a) above. The total amount of insurance contract premiums paid is $168,411. Final dividends recommended Interim dividends paid during the year Final for 2014 shown as recommended in the 2014 report Cents 10.1 $000s 38,009 9.4 35,348 10.1 37,947 Non audit services Details of the amounts paid to the auditor of the Company, Deloitte Touche Tohmatsu, and its related practices for audit and non audit services provided during the year are set out in note 6.3. Auditor’s independence declaration The auditor’s independence declaration is set on page 84 and forms part of the directors’ report for the financial year ended 30 June 2015. 074 Navitas Limited Annual Report 2015 DIRECTORS’ REPORT (CONTINUED) Remuneration report This report outlines the remuneration arrangements in place for the key management personnel (KMP) (Directors and executives) of Navitas Limited (the Company). The following were key management personnel at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period. Harvey Collins Non-Executive Chairman Rod Jones Tony Cipa Diana Eilert Ted Evans Tracey Horton James King Peter Larsen (ii) Executives Group Chief Executive Officer and Managing Director Non-Executive Director (appointed 1 May 2014) Remuneration structure Non-Executive Director (appointed 28 July 2014) Non-Executive Director (retired 4 November 2014) Non-Executive Director Non-Executive Director Non-Executive Director (retired 4 November 2014) Members of the Navitas Leadership Team: Patrick Brothers Lyndell Fraser Romy Hawatt Neil Hitchcock Bryce Houghton Scott Jones Rob Lourey John Wood Group General Manager – Strategy & Business Development (appointed 10 November 2014) Chief Executive Officer – Professional and English Programs Chief Executive Officer – SAE (resigned 31 March 2014) Group General Manager – IT (appointed 1 September 2013) Chief Financial Officer Chief Executive Officer – SAE (appointed 1 July 2014) Group General Manager - Human Resources (appointed 1 September 2013) Chief Executive Officer – University Programs Remuneration philosophy • Mandatory requirement for senior The performance of the Company depends upon the quality of its directors and executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and executives. To this end, the Company embodies the following principles in its remuneration framework: • Provide competitive rewards to attract high calibre executives; • Link executive rewards to Shareholder value; • Have a significant portion of executive remuneration ‘at risk’, dependent upon meeting pre-determined performance benchmarks; executives of the Company (Navitas Leadership Team) to take at least 50% of all incentive payments in the form of ordinary shares in the Company (until such executives hold a beneficial interest in Shares in the Company equal to the value of their fixed remuneration); and • Establish appropriate, demanding performance hurdles in relation to variable executive remuneration. People and Remuneration Committee The People and Remuneration Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the directors, the Group Chief Executive Officer (Group CEO) and the senior management team. The People and Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of directors and senior managers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. In accordance with best practice corporate governance, the structure of non-executive director and senior manager remuneration is separate and distinct. Use of remuneration consultants During the year ended 30 June 2015, the Board did not engage any remuneration consultants to provide any recommendations or advice in relation to remuneration matters. If and when remuneration consultants are engaged by the Board, it has put in place procedures to ensure remuneration recommendations made by remuneration consultants are free from undue influence by those KMP to whom the recommendation relates. These procedures include: • • • instructions for preparing remuneration recommendations are only issued to remuneration consultants by the Chairman of the People and Remuneration Committee or another non- executive director; the role of employees in any engagement regarding a remuneration recommendation is limited to the provision of information and opinions on current and past practices and does not include any participation in the development of recommendations; remuneration recommendations by remuneration consultants are made directly to the People and Remuneration Committee; and • all remuneration recommendations made by remuneration consultants are required to include a declaration about whether the remuneration recommendation is free from undue influence by the members of the KMP to whom it relates. Navitas Limited Annual Report 2015 075 Non-executive Director remuneration Objective The Board seeks to set aggregate remuneration at a level which provides the company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost that is acceptable to Shareholders. Structure The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive Directors should be determined from time to time by a general meeting. The latest determination was made at the company’s annual general meeting on 23 November 2013 where Shareholders approved an aggregate remuneration of $1,100,000. An amount not exceeding the amount determined is then divided between the Directors as agreed. The Board considers advice from external consultants as well as fees paid to non- executive directors of comparable companies when determining the remuneration. The amount of aggregate remuneration and the manner of apportionment will be reviewed periodically, and the quantum will be subject to approval by Shareholders. on which a Director sits. The payment of additional fees for serving on a committee recognises the additional time commitment required by Directors which serve on one or more committees. The remuneration of key management personnel, including non-executive Directors, for the year ending 30 June 2015 is detailed on page 82. Senior manager and executive Director remuneration Objective The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to: • Reward executives for Company, business unit and individual performance against targets set by reference to appropriate benchmarks; • Align the interests of executives with those of Shareholders; • Link reward with the strategic goals and performance of the Company; and • Ensure remuneration is competitive by market standards. Structure Each Director receives a fee for being a director of the Company. An additional fee is also paid for each Board committee In determining the level and make up of executive remuneration, the People and Remuneration Committee considers the market levels of remuneration paid to executives of comparable companies. Remuneration consists of the following key elements: • Fixed Remuneration • Variable Remuneration (ValueShare Incentive Scheme) The proportion of fixed remuneration and variable remuneration is established for each senior manager by the People and Remuneration Committee or the Group Chief Executive Officer (as the case may be). The fixed and variable components of the remuneration of the key management personnel are detailed on page 82. Fixed Remuneration Objective The level of fixed remuneration will be reviewed annually accordingly to ensure it is commensurate with Company and individual performance, as well as consistent with market rates for comparable executive roles. Structure Fixed remuneration can be received in a variety of forms, including cash and fringe benefits such as motor vehicles and expense payment plans. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company. 076 Navitas Limited Annual Report 2015 DIRECTORS’ REPORT (CONTINUED) EVA® is more demanding than other profit measures such as EPS or EBITDA as it requires a reasonable return on equity to be achieved before it becomes positive. Research by independent consultancy Juno Partners shows that only about 50% of the top 300 Australian listed businesses generate positive EVA® in any one year. The Board sets the required return for investors used to calculate EVA® annually and may, at its discretion, make amendments to the statutory profit to calculate EVA®. Varies with each business’ financial performance Every three years, the Board sets growth targets for the Group and each business unit. For the 2015-2017 period, the Group’s growth target, if achieved, would represent top 30% performance compared to the actual three year EVA® growth achieved by the top 300 Australian listed companies over 2009 – 2013(1). The three year target is then broken down into annual growth targets. At the end of each year, after consideration of the EVA® growth achieved by an individual business unit and the Group against their targets, an incentive declaration for each participant is determined. Variable Remuneration Summary of outcomes for 2015 While final incentive payments are subject to Board determination in September each year, at a Group level, the financial performance of the Group during 2015 was above target. As a consequence, above target incentives are expected to be declared for corporate staff in relation to the 2015 year. Consistent with the rules of the plan, two thirds of above target incentive amounts declared will be deferred and subject to loss in the event of a significant deterioration in financial performance or termination of employment. Some business units within the Group achieved below target levels of performance and these incentive plan participants will receive amounts below their Target Variable Pay. Objective The ValueShare Incentive Scheme aims to share with participants the financial success enjoyed by the Group and in so doing, align their interests with those of Shareholders. It also allows one of the largest costs – staff remuneration – to rise and fall with the performance of the business. An important part of the Company’s ongoing success is its ability to attract and retain the best talent in the education industry and in the ten years since its inception, the ValueShare Incentive Scheme has helped Navitas achieve that goal. For many of our staff, the opportunity to share in the financial success enjoyed by the business makes working at Navitas attractively different from other positions in the education sector. Structure The diagram below illustrates the structure of the ValueShare Incentive Scheme. Further detail is provided in the text that follows. Captures all at-risk pay Each participant in the ValueShare Incentive Scheme is assigned a level of Target Variable Pay (TVP) which is based on a percentage of their fixed remuneration. The Group’s TVP percentages range from 5% to 75% of fixed remuneration, depending on the level of responsibility held by the participant. It is important to note that the ValueShare Incentive Scheme comprises the entire at-risk opportunity offered to staff; Navitas does not offer any form of equity based remuneration in addition to the ValueShare Scheme, for example. Based on shareholder value The ValueShare Incentive Scheme is based on sustained improvements in the financial performance of the Group and its Business Units, as measured by Economic Value Added (EVA®). EVA® measures the profit the business makes above and beyond what investors could expect to earn, had their funds been invested elsewhere at similar risk. As such, it is the value created by the business for Shareholders. ValueShare Incentive Scheme Target Variable Pay (TVP) x EVA performance = EVA incentive declared +/— Individual performance = Final Payment TVP ranges from 10%—75% of fixed pay depending on responsibility Corporate staff are tied to the Group EVA result, business unit staff are tied to the business unit and Group EVA result. For participants with TVP of 20% or more, declarations are uncapped on the upside and the downside. For others declarations to 0%–200% of TVP. Individual performance is determined by the business unit managing director, Chief Executive Officer or Board (as the case may be). For participants with TVP of 20% or more, if the payment is in excess of their TVP, two thirds of the amount above their TVP is deferred at risk for two years. EVA® is a registered trademark of Stern Stewart & Co. (1) excluding investment companies, as determined by Juno Partners, an independent consultancy appointed by the Board. Navitas Limited Annual Report 2015 077 For senior staff, above TVP payments are deferred and can be forfeited if not sustained For participants with a TVP of 20% or more, rewards are uncapped and any amount, positive or negative, may be declared. For these staff, amounts between $0 and their TVP are settled in the current year. Any amount outside this range is settled in three equal parts, the first in the current year and the remainder in the two that follow. Deferred amounts are added to or offset against future declarations and can be lost if the employee's participation in the scheme ends for whatever reason, or if future EVA® growth falls substantially below target. Any deferred amounts do not vest in the employee and are not paid on the termination of their employment. For senior staff, incentive declarations can be negative If EVA® growth falls substantially below target, participants with a TVP of 20% or more can suffer a negative incentive declaration. In this instance, prior year deferred amounts can be reduced or lost altogether. Additional requirements for Executive Key Management Personnel The aggregate of annual ValueShare Incentive Scheme payments to Executive Key Management Personnel is subject to the approval of the Board. An additional step is taken with the aim of further strengthening the alignment of Executive Key Management Personnel and shareholders in the medium to long term. For those executives, at least 50% of the incentive payment is used to pay for ordinary Shares in the Company (at an issue price calculated as a volume weighted average market price for the 5 trading days immediately before the date of issue) until such executives hold a beneficial interest in Shares in the Company equal to the value of their fixed remuneration. This ensures all Executive Key Management Personnel have a meaningful exposure to the performance of Navitas Shares, funded out of the proceeds of their incentive payments. Not a short-term incentive scheme While payments under the ValueShare Incentive Scheme are made in cash and classified under the accounting standards as 'short-term benefits' (due to the fact that they will be paid within 12 months of year end), there are a number of elements in the Scheme that ensure rewards reflect sustained, multi-year performance. These include: • Payments reflect performance against a set of three year targets; • Two thirds of payments for above target performance are deferred; • Deferred payments are subject to loss if performance deteriorates significantly or the employee ceases to be a participant in the plan for whatever reason; • For Executive Key Management Personnel, at least 50% of any payment must be used to purchase Shares until the executive has established a holding in Navitas equal to the value of their fixed remuneration. Incentive outcomes in 2015 The growth in EVA® enjoyed by the Group during the year exceeded target for the first time since 2010. While final incentive outcomes are subject to review and confirmation by the Board in September of this year, for staff working in a Group position this will likely mean above target incentive amounts will be declared for the year ended 30 June 2015. EBITDA Interest Depreciation Net Operating Profit Before Tax Taxes at 30% Net Operating Profit After Tax (A) Capital Employed* Cost of Capital Capital charge (B) + – = – = x = A–B Economic Value Added (EVA) Opening EVA EVA increase/decrease As noted above, for staff on TVP of 20% or above, two thirds of any amount above TVP will be deferred and subject to loss in the event of a substantial deterioration in EVA® or where the participant's employment is terminated for any reason. Impact of the loss of the University Programs MQC and SIBT on-campus contracts Rewards declared under the ValueShare Incentive Scheme are based on the actual financial performance of the business in any one year. As changes to the MQC and SIBT on-campus contracts with Macquarie University had little impact on financial performance in 2015, rewards declared in 2015 were not materially impacted. However, to the extent that the changes to the MQC and SIBT on-campus contracts reduce EVA® growth in coming years, rewards declared will be lower in those years. This is consistent with the objective of the scheme, which is to base rewards on the sustained growth in EVA® actually achieved, rather than on estimates of future performance. Cash bonuses for participants have been provided for in the financial statements for 30 June 2015, but as noted above, are subject to review and confirmation by the Board in September. 2015 $000s 2014 $000s 163,107 2,200 (27,318) 137,989 (41,397) 96,592 421,642 8% 33,731 62,861 51,779 11,082 144,929 2,246 (24,593) 122,582 (36,775) 85,807 425,350 8% 34,028 51,779 46,602 5,177 * based on the average of month end net debt and equity balances throughout the year, after adjustments 078 Navitas Limited Annual Report 2015 DIRECTORS’ REPORT (CONTINUED) Relationship of rewards to performance In the opinion of the directors the Company’s remuneration policies have contributed to the Company’s success in creating Shareholder value, as demonstrated by the following table which has key measures of the Group’s earnings and Shareholder returns over the last 10 years. Economic Value Added (EVA) ($million) $62.86 $51.78 $46.10 $38.12 $57.88 $54.53 $40.64 $27.29 $20.59 $18.34 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 Dividends per Share – paid and proposed (cents) Dividends paid ($million) 19.5 19.5 19.5 19.5 20.7 $73.3 $72.8 $72.8 $80.3 $68.7 18.8 $57.8 14.3 10.9 9.3 9.5 $40.1 $33.7 $31.5 $39.5 Closing Share price (at 30 June) $4.29 $7.13 $5.77 $4.34 $4.03 $4.66 $2.73 $2.09 $1.89 $1.88 Earnings per Share (cents) 19.1 13.7 19.9 19.5 21.7 18.8 14.3 10.8 9.3 9.1 Earnings per Share before amortisation and impairment (cents) Net profit after tax attributable to members of the Company ($million) Return on capital employed Employment contracts 24.5 22.1 20.0 19.8 22.9 19.4 14.6 12.2 10.6 10.2 $71.81 23% $51.58 20% $74.58 19% $73.15 19% $77.30 50% $64.20 59% $49.20 47% $37.43 34% $32.25 27% $31.49 40% A summary of the key employment contract terms for the executive key management personnel is provided below. None of the non-executive Directors have an employment contract with the Company. Key Management Personnel Executive Term Notice Period Lyndell Fraser, Neil Hitchcock, John Wood* No term is specified. Either party may terminate by providing 3 months’ written notice. The employee may terminate by giving 2 months’ written notice if there is a material diminution in the employee’s responsibilities, or the employee is required to relocate outside their home state (“Material Change”). The Company may terminate within 6 months of a Material Change occurring. The Company may terminate without notice if the employee is guilty of any criminal or indictable offence, breaches any law in relation to the performance of the employee’s duties, commits any serious breach of faith, or act of serious neglect or gross misconduct. The Company may also terminate without notice if the employee is unable to perform duties due to illness, injury or incapacity. * For this executive, a Material Change also includes where a third party acquires a controlling interest in the Company. Termination Provisions If the employee or the Company terminates due to a Material Change, a final termination payment equivalent to 3 months’ remuneration is payable. If the Company terminates for illness, injury or incapacity, the employee is entitled to any amounts owing as compensation under the employment agreement to the extent earned on a pro-rata basis together with compensation (without loading, bonuses or profit share) that would otherwise have been paid to the end of the then current term of employment, plus reimbursement for any properly incurred (and fully documented) costs. Navitas Limited Annual Report 2015 079 Executive Term Notice Period Termination Provisions Rob Lourey, Scott Jones (appointed 1 July 2014), Patrick Brothers (appointed 11 November 2014) No term is specified. Either party may terminate by providing 3 months’ written notice, or such shorter notice as agreed by the parties, or such longer notice as required by law (“Termination with Notice”). The Company may terminate without notice if the employee is guilty of any serious, willful or persistent misconduct, including but not limited to: willful or gross neglect or gross negligence in the performance of the employee’s responsibilities; serious incompetence or inefficiency in the performance of the employee’s duties; breach of any law relating to the performance of the employee’s duties, including any law relating to discrimination, harassment or equal opportunity in an employment context; serious or repeated breaches of the employee’s employment agreement or any repudiation of a term in it; disobedience or neglect of any lawful order or direction given by or on behalf of the Company, including any policy or procedure of the Company; habitual use of alcohol or narcotics while engaged in the performance of duties; misappropriation of any property of the Company; engaging in physical violence, abuse or bad language towards any other employee, customer, members of the public or other person having business dealings with the Company; conviction of a criminal offence that, in the opinion of the Company, may detrimentally affect the Company; conduct that, in the reasonable opinion of the Company, may detrimentally affect the Company; or any act of dishonesty or fraud in the course of or in connection with the performance of the employee’s duties. If the employee or the Company terminates by giving Termination with Notice, the Company in its discretion may pay the employee the equivalent amount of remuneration in lieu of notice of such termination. If the employee’s employment is terminated, the employee has no other claim against the Company for compensation or damages in respect of the termination other than the amounts prescribed by the Termination with Notice. Executive Term Bryce Houghton 3 years, from 19 July 2013 (being the “Commencement Date”). Notice Period and Termination Provisions A review will be held on or before 18 months after the Commencement Date of the employment where the parties may extend the term for a further three year period. Unless otherwise agreed by the Company and the employee, if the Company does not extend the employment for a further term of three years on terms and conditions at least equivalent to those in place at the review date, or the employee is not willing to accept an offer to extend the employment on revised terms and conditions, then the Company not extending the employment on equivalent terms and conditions will be deemed to constitute giving notice on the date 18 months after the Commencement Date to terminate the employment in accordance with the Employer Termination outlined below. The employee may terminate at any time by giving one month’s notice in writing, or such shorter notice as may be agreed by the parties. The Company may terminate the employee’s employment by giving one month’s notice in writing. In the event of termination by the Company the employee will be entitled to a final termination payment equivalent to the fixed remuneration of the employee for a maximum of 12 months or the balance of the employment agreement, whichever is greater (“Employer Termination”). Unless otherwise agreed by the parties, the employee may terminate this employment in the event of a Material Change* by giving one month’s notice in writing or such shorter notice as may be agreed by the parties (“Employee Notice Period”). Where the employee’s employment is terminated by the employee in the event of a Material Change*, at the conclusion of the Employee Notice Period, the Company will pay the employee a final termination payment equivalent to the fixed remuneration of the employee for the balance of the employment agreement. The Company may terminate without notice and without payment in lieu of notice if the employee: is guilty of any criminal or indictable offence or commits any act of dishonesty in relation to the affairs of the Company; is guilty of an offence under the Corporations Act 2001 (Cth); breaches any law in relation to the performance of the employee’s duties, including any law relating to discrimination, harassment or equal opportunity in an employment context; commits any serious breach of faith, or act of serious neglect or default or willful disregard of directions or serious professional misconduct or gross misconduct or willful disobedience; is in serious and fundamental breach of the employment agreement and such breach cannot be remedied or it can be remedied but, after being directed in writing by the Company to remedy the breach, the employee fails to do so within two days after the giving of the direction; or performs any act or is guilty of any omission, whether or not in the course of performing the employee’s duties, the likely result of which is that the Company, a related body corporate of the Company’s business or a material part of the Company’s business will be brought into disrepute. The Company may also terminate without notice if the employee is unable to perform the full range of his duties due to illness, injury or incapacity: i) for a continuous period of three months; ii) for a 3 month period aggregated in any 12 month period; and iii) at least three months has elapsed since the employee first became unable to perform the full range of those duties. If the employee’s employment is terminated in this manner, then the employee is entitled to any amounts due and owing as compensation under the employment agreement, on a pro rata basis including compensation (without loading, bonuses, or profit share) that would otherwise have been paid to the end of the then current term of employment, plus reimbursement for any property incurred (and fully documented) costs. * For this executive, a Material Change means where there is a material diminution in the remuneration of the employee, or the responsibilities and powers assigned to the employee. Annual Leave The employee is entitled to five weeks’ paid annual leave per year accruing pro rata. 080 Navitas Limited Annual Report 2015 DIRECTORS’ REPORT (CONTINUED) Executive Term Rod Jones No term is specified. Notice Period The Company may terminate at any time by giving the employee 6 months written notice. The employee may terminate his employment at any time by giving the company 6 months written notice. The Company may terminate the employee’s employment immediately without notice, and without payment in lieu of notice, if the employee is guilty of, charged with, or under investigation for, any criminal or indictable offence, is disqualified from holding office under the Corporations Act, has breached any law in relation to the performance of the employee’s duties, commits any serious breach of faith, or act of serious neglect or default, or performs any act, or is guilty of any omission, the likely result of which is that the company or the business will be brought into disrepute. The Company may also terminate immediately without notice and without payment in lieu of notice if the employee is unable to perform duties due to illness, injury or incapacity. If the Company terminates by giving 6 months written notice, the employee has no claim against the company for compensation or damage in respect of the termination other than payment of 6 months of his remuneration. Termination Provisions Key Management Personnel (members of the Navitas Leadership Team) from 1 July 2013 to 30 June 2014 Executive Term Romy Hawatt (resigned 31 March 2014) This executive was engaged by the Company pursuant to a consultancy agreement. No term is specified. Notice Period Either party may terminate by providing 3 months’ written notice. If the consultant materially breaches the consultancy agreement or breaches a material term of the consultancy agreement, the Company may give a default notice to the consultant specifying the nature of the breach and requiring the consultant to remedy the breach within 10 business days of receipt of the default notice. If the consultant fails to rectify the breach within this time period, the Company may terminate the consultant’s engagement by giving the consultant 10 business days written notice. The Company may terminate without notice if the consultant engages in any fraud, material misconduct, willfully fails to discharge his obligations under the consultancy agreement, engages in any other conduct which is likely, in the reasonable opinion of the Company, to adversely affect the reputation of the Company or the Group, or the consultant becomes bankrupt or makes an arrangement or composition with creditors. Termination of the consultancy agreement does not entitle the consultant to any form of payment or compensation by the Company, except for payment for services provided under the consultancy agreement up to the date of the termination and subsequently invoiced. Termination Provisions Navitas Limited Annual Report 2015 081 Remuneration and shareholdings of directors and other key management personnel The aggregate compensation made to key management personnel of the company and the Group is set out below: Short term benefits Post employment benefits Other long term benefits 2015 $000s 2014 $000s 7,289 293 126 7,708 5,885 204 154 6,243 The detailed compensation of each member of key management personnel of the Group is set out on the following page. Shareholdings of Key Management Personnel The movement during the reporting period in the number of ordinary shares in Navitas Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Balance at 1 July 2013 Additions Disposals Balance at 30 June 2014 Additions Disposals Balance at 30 June 2015 (i) Directors Harvey Collins Rod Jones Tony Cipa (1) Diana Eilert (2) Ted Evans (3) Tracey Horton James King Peter Larsen (3) (1) Appointed 1 May 2014 (2) Appointed 28 July 2014 (3) Resigned 4 November 2014 (ii) Executives 43,948 45,017,995 - - 60,000 - 50,000 28,727,357 73,899,300 - - - - - - - - - - - - - - - - (5,293,747) 43,948 45,017,995 - - 60,000 - 50,000 23,433,610 - - 10,000 - - 2,000 - - (5,293,747) 68,605,553 12,000 Balance at 1 July 2013 Additions Disposals Balance at 30 June 2014 Additions Disposals Patrick Brothers (4) Lyndell Fraser Romy Hawatt (5) Neil Hitchcock (6) Bryce Houghton Scott Jones (7) Rob Lourey (6) John Wood - 52,476 - - 97,009 - - 122,160 - 161 - 161 - - 1,334 161 - - - - (10,000) - - - - 52,637 - 103,161 87,009 -(7) 1,334 122,321 - 23,352 - 2,309 - 20,000 7,562 - 271,645 1,817 (10,000) 366,462 52,223 (25,500) 2,694,265 (4) Appointed 10 November 2014 (5) Resigned 31 March 2014 (6) Appointed to the Navitas Leadership Team effective 1 September 2013. Mr Hitchcock’s balance at appointment was 103,000 (7) Appointed to the Navitas Leadership Team effective 1 July 2014. Mr Jones’ balance at appointment was 2,274,580 - - - - - - - - - - - - - - - - - 43,948 45,017,995 10,000 - - 2,000 50,000 - 45,123,943 Balance at 30 June 2015 - 75,989 - 105,470 87,009 2,294,580 8,896 122,321 082 Navitas Limited Annual Report 2015 DIRECTORS’ REPORT (CONTINUED) Directors’ and Executives’ remuneration Short term benefits 2015 $ Salary & Fees Cash bonus (i) Non monetary benefits Post- employment Super-annuation Other long term benefit (ii) Total Performance related % Non-executive Directors Harvey Collins Tony Cipa Diana Eilert Ted Evans (1) Tracey Horton James King Peter Larsen (1) Executive Director (iv) 234,191 126,927 107,147 47,833 125,287 127,014 39,241 807,640 - - - - - - - - - - - - - - - - 35,809 12,058 10,179 - 11,902 - 12,625 82,573 - - - - - - - - 270,000 138,985 117,326 47,833 137,189 127,014 51,866 890,213 - - - - - - - - Balance of Deferred Cash Balances (iii) - - - - - - - - Rod Jones 987,069 977,050 6,398 36,533 10,004 2,017,054 48% 79,339 Other Key Management Personnel (iv) Patrick Brothers (2) 239,220 107,367 19,899 Lyndell Fraser Neil Hitchcock Bryce Houghton Scott Jones (3) Rob Lourey John Wood For notes see page 83 372,520 210,074 361,634 198,419 - 588 435,100 345,710 54,147 508,261 215,560 397,897 207,145 479,234 357,596 - - 588 12,209 18,783 18,783 35,958 18,783 34,608 35,084 - 378,695 42,347 643,724 13,949 593,373 34,820 905,735 - 742,604 10,546 650,196 13,959 886,461 28% 33% 33% 38% 29% 32% 40% 15,378 93,026 15,139 25,131 (6,557) 26,659 109,772 3,780,935 2,618,921 81,620 210,741 125,625 6,817,842 38% 357,887 4,588,575 2,618,921 81,620 293,314 125,625 7,708,055 34% 357,887 Navitas Limited Annual Report 2015 083 Short term benefits 2014 $ Salary & Fees Cash bonus (i) Non monetary benefits Post- employment Super-annuation Other long term benefit (ii) Total Performance related % Balance of Deferred Cash Balances (iii) - - - - - - - 25,037 1,444 - 8,665 - 35,000 70,146 - - - - - - - 236,997 17,057 123,886 102,340 129,272 102,340 711,892 - - - - - - - 37,960 108,047 1,763,825 34% 153,478 Non-executive Directors Harvey Collins Tony Cipa (4) Ted Evans Tracey Horton James King Peter Larsen 211,960 15,613 123,886 93,675 129,272 67,340 641,746 - - - - - - - Executive Director (iv) Rod Jones 1,025,973 591,845 Other Key Management Personnel (iv) - - - - - - - - Lyndell Fraser Romy Hawatt (5) Neil Hitchcock (6) Bryce Houghton Rob Lourey (6) John Wood 388,730 217,709 295,660 - 385,100 147,551 476,764 259,075 397,037 130,738 524,973 347,857 995 - 3,768 46,243 - 2,975 19,256 2,781 629,471 - 14,812 23,900 20,000 17,775 - 295,660 3,760 554,991 21,245 827,227 8,553 9,849 556,328 903,429 35% - 27% 31% 24% 39% 78,070 - 20,049 38,831 - 102,463 3,494,237 1,694,775 53,981 133,703 154,235 5,530,931 31% 392,891 4,135,983 1,694,775 53,981 203,849 154,235 6,242,823 27% 392,891 (1) Resigned 4 November 2014 (2) Appointed 10 November 2014 (3) Appointed 1 July 2014. Remuneration is settled in Great British Pounds. (4) Appointed 1 May 2014 (5) Resigned 31 March 2014 (6) Appointed 1 September 2013 (i) Cash bonus comprises the annual incentive (ValueShare Incentive Plan) payments payable in September of each financial year after review and confirmation by the Board. Under the terms of the plan payments will only be made if the participant is an employee at the date of payment. The cash bonus includes the amount provided as payable in relation to the 2015 financial year, adjusted for the difference between the amount provided for the in the 2014 financial year and the actual amount paid in September 2014. (ii) Other long term benefits include movements in Long Service Leave. (iii) Deferred Cash balances are the balances for key management persons (KMP) who hold a position as KMP at 30 June, and who are participants in the incentive scheme. As noted on page 77 of the Directors’ Report, for some participants in the ValueShare Incentive Scheme, rewards outside of the range of $0 to the participant’s Target Variable Pay are settled in three equal parts, the first in the current year and the remainder in the two that follow. The Balance of Deferred Cash Bonuses is the total of these deferred amounts. It does not vest with the executive. The executive is not entitled to any portion of the Balance of Deferred Cash Bonuses upon termination. For the purposes of the remuneration report the Balance of Deferred Cash Bonuses does not form part of compensation for the year. (iv) For these executives, at least 50% of the incentive payment will be used to pay for ordinary shares in the Company (at an issue price calculated as a volume weighted average market price for the 5 trading days immediately before the date of issue) until such executives hold a beneficial interest in shares in the Company equal to the value of their fixed remuneration. This requirement will be determined based on shareholdings in the Company as disclosed by these executives in August of each financial year. It is therefore not currently possible to quantify the component of the cash bonus that will be used to buy ordinary shares in the Company. Independent Audit and Remuneration Report The required disclosures as included on pages 74 to 83 of this remuneration report have been audited by Deloitte Touche Tohmatsu. The directors’ report, including the remuneration report, is signed in accordance with a resolution of the Directors. R JONES Group Chief Executive Officer and Managing Director Perth, Western Australia, 24 July 2015 084 Navitas Limited Annual Report 2015 The Board of Directors Navitas Limited Level 8, Brookfield Place 125 St Georges Terrace Perth WA 6000 24 July 2015 Dear Directors Deloitte Touche Tohmatsu ABN 74 490 121 060 Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia Tel: +61 8 9365 7000 Fax: +61 (0) 9365 7001 www.deloitte.com.au Navitas Limited In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Navitas Limited. As lead audit partner for the audit of the financial statements of Navitas Limited for the financial year ended 30 June 2015, I declare that to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. Yours sincerely DELOITTE TOUCHE TOHMATSU A T Richards Partner Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited. Navitas Limited Annual Report 2015 085 DIRECTORS’ DECLARATION In accordance with a resolution of the directors of Navitas Limited, I state that: 1. In the opinion of the Directors: (a) the financial statements and notes are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the financial position as at 30 June 2015 and the performance for the year ended on that date of the consolidated entity; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; (b) the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 1.1 to the financial statements; and (c) there are reasonable grounds to believe that the Company will be able to pays its debts as and when they become due and payable. 2. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with sections 295A of the Corporations Act 2001 for the financial year ended 30 June 2015. 3. In the opinion of the Directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in note 6.1.1 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. On behalf of the Board R JONES Group Chief Executive Officer and Managing Director Perth, Western Australia, 24 July 2015 Deloitte Touche Tohmatsu ABN 74 490 121 060 Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia Tel: +61 8 9365 7000 Fax: +61 (0) 9365 7001 www.deloitte.com.au Navitas Limited In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Navitas Limited. As lead audit partner for the audit of the financial statements of Navitas Limited for the financial year ended 30 June 2015, I declare that to the best of my knowledge and belief, there have been no (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; (ii) any applicable code of professional conduct in relation to the audit. The Board of Directors Navitas Limited Level 8, Brookfield Place 125 St Georges Terrace Perth WA 6000 24 July 2015 Dear Directors contraventions of: and Yours sincerely DELOITTE TOUCHE TOHMATSU A T Richards Partner Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited. 086 Navitas Limited Annual Report 2015 Independent Auditor’s Report to the members of Navitas Limited Deloitte Touche Tohmatsu ABN 74 490 121 060 Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia Tel: +61 8 9365 7000 Fax: +61 (0) 9365 7001 www.deloitte.com.au Report on the Financial Report We have audited the accompanying financial report of Navitas Limited, which comprises the statement of financial position as at 30 June 2015, the statement of profit or loss and other comprehensive income, the statement of cash flows and the statement of changes in equity for the year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity, comprising the company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages 34 to 71 and 85. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the consolidated financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control, relevant to the company’s preparation of the financial report that gives a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited Navitas Limited Annual Report 2015 087 Auditor’s Independence Declaration In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Navitas Limited, would be in the same terms if given to the directors as at the time of this auditor’s report. Opinion In our opinion: (a) the financial report of Navitas Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the consolidated financial statements also comply with International Financial Reporting Standards as disclosed in Note 1. Report on the Remuneration Report We have audited the Remuneration Report included on pages 74 to 83 of the directors’ report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion the Remuneration Report of Navitas Limited for the year ended 30 June 2015, complies with section 300A of the Corporations Act 2001. DELOITTE TOUCHE TOHMATSU A T Richards Partner Chartered Accountants Perth, 24 July 2015 088 Navitas Limited Annual Report 2015 ADDITIONAL INFORMATION Additional information required by ASX and not shown elsewhere in this annual report is as follows. The information is current as at 28 August 2015. Substantial Shareholders The number of Shares held by the substantial Shareholders, as disclosed in substantial holding notices given to the Company, were: Shareholder Mr Rodney M Jones Hyperion Asset Mgt Fully Paid Ordinary Shares 45,117,995 40,899,552 Goldman Sachs Asset Mgt 26,366,948 Dr Peter D Larsen 23,433,610 Voting Rights The voting rights attached to the class of Navitas fully paid ordinary shares as set out in rule 111 of Navitas’ constitution are the right to attend and vote at meetings of Navitas and on a show of hands to one vote and on a poll to one vote for each Share held. Distribution of Shareholders and their holdings Size of holding 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,001–and over Total Number of Shareholders 1,694 1,689 453 300 75 4211 Number of holders of the class of Navitas fully paid ordinary shares was 4,211. Number of Shareholders holding less than a marketable parcel of fully paid ordinary Shares and their total value of Shares, based on the market price on 28 August 2015 was 301 Shareholders holding a total of 9,698 Shares. None of the ordinary shares are subject to voluntary escrow and there are no restricted securities on issue. The Company does not have a current on- market buy-back for its shares. There are no issues of securities approved for the purpose of item 7, Section 611 of the Corporations Act which have not yet been completed. Twenty Largest Shareholders The twenty largest holders of Navitas fully paid ordinary Shares on the Company’s register as at 28 August 2015 were: Rank Name 1 J P Morgan Nominees Australia Limited Number of Shares 67,040,939 HSBC Custody Nominees (Australia) Limited Remjay Investments Pty Ltd National Nominees Limited Landmark Holdings (WA) Pty Ltd Wonder Holdings Pty Ltd Cambo Investments Pty Ltd Coolah Holdings Pty Ltd Citicorp Nominees Pty Limited RBC Investor Services Australia Nominees Pty Limited BNP Paribas Noms Pty Ltd Hoperidge Enterprises Pty Ltd Mr Maxwell Charles Schroder Ms Julianne Hannaford Lily Investments Pty Ltd Mrs Luniarty Kartosudiro Pictorial Holdings Pty Ltd Argo Investments Limited Dasam Nominees Pty Ltd BNP Paribas Nominees Pty Ltd 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Total % of Issued Capital 17.81 10.40 9.22 8.28 6.23 4.98 4.69 3.95 3.40 2.68 2.56 2.52 2.29 2.16 1.47 1.17 0.99 0.96 0.77 0.76 39,141,034 34,711,843 31,174,800 23,433,610 18,751,890 17,637,078 14,851,191 12,781,505 10,070,483 9,648,379 9,486,690 8,633,391 8,130,000 5,527,968 4,384,312 3,720,638 3,623,160 2,910,904 2,846,227 328,506,042 87.29 Navitas Limited Annual Report 2015 089 INVESTOR INFORMATION Annual General Meeting Change of address Navitas publications The Company’s annual report is the main source of information for investors. Shareholders who do not wish to receive the annual report should advise the Share registry. Navitas’ financial reports are also available on the Navitas website (see below). Navitas website Information about Navitas and the Group is available on the internet at navitas.com. The Annual General Meeting of Navitas will be held at: Perth Convention and Exhibition Centre Amcom Suite 21 Mounts Bay Rd Perth Western Australia 6000 on Wednesday 11 November 2015 at 9.00am (AWST). Full details of the meeting are contained in the notice of annual general meeting sent with this annual report for those Shareholders who elected to receive a hard copy annual report. Shareholder enquiries All enquiries should be directed to the Company’s Share registry at: Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace Perth WA 6000 T 1300 55 70 10 F +61 8 9323 2033 All written enquiries should include your Holder Identification Number as it appears in your holding statement along with your current address. It is important that you notify the Share registry immediately in writing if there is any change to your registered address. Lost holding statements Shareholders should notify the Share registry immediately, in writing, so that a replacement statement can be arranged. Change of name Shareholders who change their name should notify the Share registry, in writing, and attach a certified copy of a relevant marriage certificate or deed poll. Tax File Numbers (TFN) Although it is not compulsory for each Shareholder to provide a TFN or exemption details, for those Shareholders who do not provide the necessary details, the Company will be obliged to deduct tax from any unfranked portion of their dividends at the top marginal rate. TFN application forms can be obtained from the Share registry, any Australia Post Office or the Australian Taxation Office. 090 Navitas Limited Annual Report 2015 GLOSSARY ACAP ACBT AMEP AQTF ASIC ASQA ASX Australian College of Applied Psychology Pty Limited Australian College of Business and Technology Pvt Ltd Adult Migrant English Program Australian Quality Training Framework Australian Securities and Investments Commission Australian Skills Quality Agency ASX Limited ASX Listing Rules The official listing rules of the ASX ATTC BAC BCUIC Board CELUSA Constitution Australian TESOL Training Centre British Accreditation Council Birmingham City University International College The board of directors of Navitas Centre for English Language at the University of South Australia The constitution of the Company Corporations Act Corporations Act 2001 (Cth) CRIC CRICOS Cambridge Ruskin International College Limited Commonwealth Register of Institutions and Courses for Overseas Students Curtin College Colleges of Business and Technology Pty Ltd trading as Curtin College Curtin Singapore or Curtin Singapore Campus Curtin University of Technology Singapore Campus Curtin Sydney or CUS Curtin University of Technology Sydney Campus Deakin College Melbourne Institute of Business and Technology Pty Ltd trading as Deakin College DIBP Directors DoET EBITDA EduGlobal ELICOS EOL EPS ESOS Act EVA® Eynesbury Department of Immigration and Border Protection Directors of Navitas Department of Education and Training Earnings before interest, taxation, depreciation, amortisation and goodwill impairment EduGlobal China Limited English Language Intensive Courses for Overseas Students Employment Overseas Limited Earnings per share Education Services for Overseas Students Act 2000 (Cth) Economic Value Added® Educational Enterprises Australia Pty Ltd trading as Eynesbury International Navitas Limited Annual Report 2015 091 FAU FEE-HELP FIC Navitas at Florida Atlantic University A government loan scheme to help eligible non-Commonwealth supported (fee paying) students pay their tuition fees Fraser International College Group or Navitas Group Navitas and its subsidiary companies GMAT GRE Graduate Management Admission Test Graduate Record Examination Hawthorn-Melbourne Hawthorn Learning Pty Ltd trading as Hawthorn-Melbourne HIC HSA HSS HTS ICM ICP ICRGU ICWS KPI LIBT LLNP LTM LTUSC MOOC MQC HIBT Limited trading as Hertfordshire International College Health Skills Australia Pty Ltd Humanitarian Settlement Services Highly Trusted Sponsor International College of Manitoba International College Portsmouth Limited International College Robert Gordon University International College Wales Limited Key Performance Indicator London IBT Limited Language, Literacy and Numeracy Program La Trobe Melbourne La Trobe University Sydney Campus Massive Open Online Courses Macquarie City Campus Navitas or Company Navitas Limited ABN 69 109 613 309 Navitas at UNH Navitas at the University of New Hampshire NRI NCPS NPAT NQF pcp PDIC PEP PIBT Navitas Resources Institute Navitas College of Public Safety Pty Ltd Net profit after tax National Qualifications Framework prior comparative period Plymouth Devon International College Limited Professional and English Programs Perth Institute of Business and Technology Pty Ltd 092 Navitas Limited Annual Report 2015 GLOSSARY (CONTINUED) PIBT IEC PIBT International English Centre PY QAA QIBT RTO SAE SEE Shareholder Shares SIBT SOL SPP Professional Year Quality Assurance Agency for higher education Queensland Institute of Business & Technology Pty Ltd Registered training organisation SAE Institute Skills for Education and Employment A holder of a Share Fully paid ordinary shares in the capital of the Company Sydney Institute of Business and Technology Pty Ltd Study Overseas Limited Special Preparatory Program StudyLink Learning Information Systems Pty Ltd trading as StudyLink TEQSA TESOL TVP UCC UCIC UMass Boston UMass Dartmouth UMass Lowell UNIC UKBA UPD VET WACC WKU WSUIC Tertiary Education Quality and Standards Agency Teachers of English to Speakers of Other Languages Target variable pay University of Canberra College UC International College Navitas at University of Massachusetts Boston Navitas at University of Massachusetts Dartmouth Navitas at University of Massachusetts Lowell University of Northampton International College UK Border Agency University Programs Division Vocational education and training Weighted average cost of capital Navitas at Western Kentucky University Western Sydney University International College Navitas Limited Annual Report 2015 093 094 Navitas Limited Annual Report 2015 CORPORATE INFORMATION Directors Executive Director Mr Rod Jones Non-Executive Directors Mr Harvey Collins Mr Tony Cipa Ms Diana Eilert Ms Tracey Horton Mr James King Company Secretary Mr Hugh Hangchi Registered Office Navitas Limited Level 8, Brookfield Place 125 St Georges Terrace Perth WA 6000 Share Registrar Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace Perth WA 6000 Auditor Deloitte Touche Tohmatsu 240 St Georges Terrace Perth WA 6000 Internet address navitas.com Navitas Limited Annual Report 2015 095 NAVITAS LIMITED Level 8, Brookfield Place 125 St Georges Terrace Perth WA 6000 T +61 (8) 9314 9600 F +61 (8) 9314 9699 E info@navitas.com navitas.com ABN 69 109 613 309 NAVC150630-1340 0915_AW 

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