ASX Announcement
Appendix 4E – Preliminary final report
This information should be read in conjunction with PPK Group Limited’s 30 June 2019 Annual Report.
Name of Entity
PPK Group Limited
ABN
65 003 964 181
Results for announcement to the market
Revenue from ordinary activities
Profit from ordinary activities after tax attributable to the owners of
PPK Group Limited
Profit after tax attributable to the owners of PPK Group Limited
Up 17% to
Up 215% to
AUD $M
40.932
1.800
Up 215% to
1.800
Dividend information
Interim – ordinary
Final - ordinary
Ex-dividend date of final dividend
Record date of final dividend
DRP election date
Payment date of final dividend
Amount per
share
1 cent
1 cent
Franked amount
per share
1 cent
1 cent
14 October 2019
15 October 2019
16 October 2019
20 November 2019
The Dividend Reinvestment Plan (“DRP”) remains available and will be offered to shareholders at a price
determined by the 5 day volume weighted average price of shares traded on the ASX before the DRP election
day. A 5% discount applies to the DRP.
No dividends were paid for the 30 June 2018 financial year.
Net tangible asset backing
Net tangible asset backing per ordinary share is 34.74 cents (previous corresponding period 22.42 cents)
Audit
This report is based on financial statements which have been audited.
Commentary on results for the period
A commentary on the results for the period is contained in the Annual Report that accompanies this
announcement.
ANNUAL REPORT
2019
CONTENTS
Executive Chairman’s Review
2019 Financial Report
Shareholders Information
Corporate Directory
Page
1
4
60
61
EXECUTIVE CHAIRMAN’S REPORT
PPK Group Limited (PPK), has achieved another profitable year and I am very excited
about its future. The statutory profit of $1.800M was after incurring approximately $0.575M
of one-off costs.
The mining business’s profits reflect the turnaround in the underground coal industry, with an
improved Australian coal market showing high export demand for high-quality underground
coal specifically for used for steel manufacturing. Due to the attractive coal prices mining
companies are receiving for their coal, and a weaker Australian dollar, we expect this
business to continue to improve and the mining business profits to increase in coming years.
As noted in the previous two Annual Reports, PPK has been investigating opportunities to
create a diversified, secondary income stream. With the completion of the AIC Investment
Corporation (AICIC) acquisition on 22 March 2019, we are confident the joint venture with
Deakin University (Deakin) to commercialise Deakin’s patented Boron Nitride Nanotubes
(BNNT) manufacturing technology will be very positive for both Deakin and PPK.
We are working jointly with Deakin to identify several applications for the use of BNNT using
the existing intellectual property created by Deakin and the very talented and experienced
professors and research students working at Deakin. We hope to make an announcement
about these opportunities in the near future.
Professor Ian Chen, one of the leading Deakin professors, and the CEO of BNNT Technology
Limited (50% owned by AICIC), recently attended an international conference in China to
explore future energy storage systems using Lithium-Sulphur batteries. The conference was
attended by some of the world’s leading academics, scientists and engineers and provides an
indication of the future potential BNNT can resolve some of the challenges that are being
presented. We see the application of BNNT in projects of this nature as being extremely
beneficial for all parties concerned.
SHAREHOLDER SUPPORT
To fund the AICIC acquisition, PPK raised $3.535M from sophisticated investors, many of
them our existing shareholders. We issued 10.1M shares at $0.35 per share. Pleasingly,
post the announcement, PPK’s share price has stabilised in the $2 range.
On 11 June 2019, PPK raised an additional $2.75M at $2.50 per share, issuing 1.1M shares,
to pay off its current fixed loans, related party loans and provide for working capital. Again,
the funds were raised from sophisticated investors, many of them our existing shareholders.
We are very thankful for the support we received from our current and new shareholders.
We are also pleased to be able to issue a final dividend of $0.01 per share fully franked for
the first time since 2014. With the announcement of the interim dividend earlier in the year,
we also introduced a dividend reinvestment plan (DRP) which remains in place. This DRP
was well received with 75.9% of the interim dividends being reinvested back into PPK
shares. The same opportunity will be offered to shareholders for the final dividend.
1
MINING EQUIPMENT DIVISION
As we said in 2018, conditions in the underground coal mining sector continue to improve in
and this looks likely to continue for the foreseeable future depending largely on the outcome
of the US and China trade tensions. However, in 2018 only 22% of Australia’s metallurgical
coal was shipped to China and Australia continues to be the largest exporter in the world,
more than three times that of the second largest exporter being the US.
Some bullet point notes of relevance and encouragement follow:
• The Australian Government’s Department of Industry, Innovation and Science
forecast coal exports to grow from 180 million tonnes in 2019 to 198 million tonnes
by 2021;
• PPK sold seven used CoalTrams from our hire fleet and our existing customers confirm
they have approved capital allocated for new heavy equipment;
• South32, one of PPK’s major customers, reported a 57% increase in coal production
in 2019 from its NSW mines, forecast a 5% increase in 2020 to 7 million tonnes and
are on track for a three longwall configuration from the June quarter 2020;
Improved pricing and profitability for Australian mines is due in large part to improved
demand, increased coal prices and a lower Australian dollar;
•
• PPK continues to benefit from “care and maintenance” mines being re-opened with
another major customer working on three mines at the present time. We expect to see
capital expenditures and additional revenues from supplying services and parts to
these mines once they open;
• The company is also building a stronger order book for both domestic and international
sales for the current financial year.
FINANCIAL RESULTS
Mining Equipment Division
The profit from this business unit was $3.765M (FY2018: $0.253M, FY2017: $2.725M loss),
and increase of $3.512M from the previous year.
Revenues of $40.932M (2018: $35.107M) were $5.825M or 17% higher than the previous
year.
PPK’s CoalTram is the lowest emission LHD available in Australia and we continue to work
with a number of customers to identify improvements and new features to meet their needs.
With the sale of seven used CoalTrams during the year, we have only four remaining before
we can only sell new CoalTrams, which are under construction.
PPK’s continues to focus on leveraging its CoalTram, Rambor and Firefly brands and its strong
reputation for sales and servicing these, and other OEM products.
We have continued to develop new technology products and have significant investments in
designing and building a modern and efficient man-transporter that initially will be able to use
a diesel engine, but ultimately is designed for a flame proofed battery electric vehicle. This is
a long term project to meet government regulatory approval but we believe there is a need for
a vehicle of this nature and a large demand once it is completed.
2
BNNT
As per the ASX update released yesterday, BNNT Head Scientist Dr Luhua Li outlined that
the ongoing build of the BNNT manufacturing plant being undertaken at Deakin’s Waurn
Ponds campus continues on time with all major components now having been delivered,
installed and the final elements (gas delivery system) are being commissioned this week..
PPK continues to explore opportunities with Deakin to commercialise the use of BNNT in a
number of key applications which would allow the development of enhancements to existing
products.
OUTLOOK
PPK maintained a strong working capital position with current assets of $21.747M, of which
$11.496M is highly liquid, and a net working capital position of $13.235M. PPK begins the
2020 financial year in its strongest position in recent years.
We are now in a position to benefit from any new capital expenditure by our major mining
customers as they continue to expand their coal production. We will also continue
investment in new product technology that will continue to allow our customers to mine in a
continued safe and more productive manner.
PPK continues to investigate new opportunities and we are looking at those that will provide
either profit and cashflow to assist the funding of the BNNT application opportunities into the
future, or actually make use of the BNNT end product itself.
Robin Levison
Executive Chairman
3
2019 FINANCIAL REPORT
CONTENTS
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Page
5
17
18
19
20
21
23
54
55
4
DIRECTORS' REPORT
Your directors present their report together with the financial statements of the consolidated entity, being PPK Group
Limited and its controlled entities (“PPK” or the “Group”) for the financial year ended 30 June 2019.
DIRECTORS
The names of directors in office at any time during or since the financial year are:
Robin Levison
Glenn Robert Molloy
Graeme Douglas Webb
Dale William McNamara
Anthony John McDonald
Directors have been in office since the start of the financial year to the date of this report.
INFORMATION ON DIRECTORS
Details of the current directors’ qualifications, experience and special responsibilities are detailed below:
Robin Levison CA MBA F.A.I.C.D. (Age 61)
Executive Chairman
Member of the PPK Group Limited Board since 22 October 2013.
Member of the PPK Group Limited Audit Committee since 14 August 2017, resigned 25 January 2018.
Executive Chairman from 22 October 2013 to 29 April 2015 and re-appointed from 28 February 2016.
Non-Executive Chairman from 29 April 2015 to 28 February 2016.
Robin Levison has 18 years of public company management and board experience. During this time, he has served
as Managing Director at Industrea Limited and Spectrum Resources Limited and has held senior roles at KPMG,
Barclays Bank and Merrill Lynch.
Robin holds a Masters of Business Administration from the University of Queensland, is a Member of the Institute
of Chartered Accountants Australia and NZ and is a Graduate and Fellow of Australian Institute of Company
Directors. Robin recently retired as Chair of the University of Queensland Business, Economics and Law Alumni
Ambassador Council.
Other listed public company directorships held in the last 3 years:
►
Eureka Group Holdings Limited, Non-executive Director & Chairman (Appointed: 24 December 2013,
Resigned: 29 March 2018)
Glenn Molloy (Age 64)
Executive Director
Member of the PPK Group Limited Board since listing on 21 December 1994.
Chairman of the PPK Group Limited Audit Committee since 14 August 2017.
Founder of the former entity Plaspak Pty Limited in 1979, appointed Executive Director in September 2009.
Glenn Molloy founded the former entity Plaspak Pty Ltd in 1979 and has acted as a director of PPK since that time. He
has extensive experience on public company boards, and in advising publicly listed and private entities on commercial
aspects of mergers, acquisitions and divestment activities.
Other listed public company directorships held in the last 3 years: Nil
Graeme Webb (Age 69)
Non-Executive Director
Member of the PPK Group Limited Board since 1 August 2011.
Graeme Webb is a substantial shareholder of PPK Group Limited.
Graeme is Chairman of EDG Capital Limited and has over 40 years of experience in building, construction and
property development undertaking over $200 million of projects during his career to date.
In addition, Graeme has a broad range of business experience having acted as a director and/or chairman of a
number of private and public companies engaged in a range of industries including plastics packaging, merchant
banking, aluminium fabrication, glazing and glass toughening.
Other listed public company directorships held in the last 3 years: Nil
5
Dale McNamara (Age 61)
Executive Director
Member of the PPK Group Limited Board since 30 April 2015.
Dale McNamara first joined PPK in an executive capacity in late 2013. Dale has more than 30 years of experience
in operational and management roles in the coal mining industry in Australia and China.
Dale founded Wadam Industries, a subsidiary of Industrea Ltd and served as its Managing Director since 1993.
Dale was then appointed as Deputy Chief Executive Officer of Industrea in 2009. Following the takeover of
Industrea in November 2012 Dale assumed the position of Global Director, Mining with the new owner.
Other listed public company directorships in the last 3 years: Nil
Anthony John McDonald LL.B, (Age 61)
Non-Executive, Independent Director
Member of the PPK Group Limited Board since 13 September 2017.
Member of the PPK Group Limited Audit Committee since 25 January 2018.
Tony McDonald graduated with a Bachelor of Laws from the Queensland University of Technology in 1981 and was
admitted as a solicitor in 1981. He has been involved in the natural resource sector for many years both within
Australia and internationally and for the past 18 years has held senior management roles in this sector. He was a
director of Industrea Limited and is currently Managing Director of Santana Minerals Limited, a precious metals
explorer with a focus on Mexico and Chile and is a Non-Executive Director of unlisted Mekong Minerals Limited.
Other listed public company directorships held in the last 3 years:
►
►
Santana Minerals Limited, Managing Director (Appointed: 15 January 2013)
Planet Gas Limited, Independent and Non-Executive Director (Appointed: 19 November 2003)
INFORMATION ON COMPANY SECRETARY
Andrew J. Cooke (Age 59) LL.B, FCIS
Group Company Secretary
Andrew Cooke was appointed as Group Company Secretary on 9 May 2012.
Andrew has extensive experience in law, corporate finance and is the Company Secretary of a number of ASX
listed companies. He is responsible for corporate administration together with stock exchange and regulatory
compliance.
PRINCIPAL ACTIVITIES
The principal activities of PPK during the financial year were:
•
•
•
the design, manufacture, service, support and distribution of CoalTram and other underground diesel
vehicles, alternators, electrical equipment, drilling and bolting equipment and mining consumables and
hire of underground coal mining equipment;
a joint venture with Deakin University to commercialise Deakin University’s patented Boron Nitride
Nanotubes manufacturing technology; and
the management of debt and equity investments (shares in listed and unlisted investments and associated
entities).
There were no significant changes in the nature of PPK's principal activities during the financial year.
OPERATING RESULTS
PPK Group Limited (PPK) reported a net profit after tax attributable to owners of PPK of $1.800M for the 12 months
to 30 June 2019 (2018: $1,561M loss) after approximately $0.575M of one-offs (see next page). Group revenue
for the 12 months was $40,932M (2018: $35,107M), all from mining equipment sales and mining services.
As forecast in the 2018 Annual Report, the 2019 financial result is underpinned by the long awaited turnaround in
underground coal mining with this segment achieving a profit of $3.765M this financial year (2018: $0.253M).
6
The $0.575M of one-off items includes:
Remediating employee backpay issues to for the previous years (2014 to 2017)
Accounting costs for performance rights and exempt employee share plan
Acquisition and operating costs for the AICIC acquisition
Customer has gone into liquidation
Legal costs in relation to a dispute of a business acquired in 2014
Insurance costs charged by a landlord for previous years (2014 to 2018)
Reversal of previous years inventory impairments
Total
$000
341
321
160
102
067
067
(483)
575
PPK also continues to focus on the commercialisation process of Boron Nitride Nanotube Technology (BNNT) in
conjunction with Deakin University which was first announced 13 November 2018.
DIVIDENDS PAID OR DECLARED
Dividends paid or recommended for payment are as follows:
Final ordinary dividends recommended:
Dividends paid in the year:
Interim ordinary dividends
REVIEW OF OPERATIONS
Cents
0.01
$000
827
0.01
721
The review of operations is outlined in the Executive Chairman’s Report set out on pages 1 to 3 and which forms part
of this report.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
The acquisition of AIC Investment Corporation Pty Ltd on 22 March 2019, and its 50% interest in BNNT
Technology Limited, and the associated commercialisation opportunities were a significant change in the nature
of PPK's principal activities during the financial year. The directors declared an interim fully franked dividend of 1
cent per share and the implementation of a Dividend Reinvestment Plan with the result that a very pleasing 75.9%
of dividends were re-invested back into the company. The directors have declared a final dividend of 1 cent per
share to be paid on 20 November 2019.
The Group had the following two capital raisings, net of costs, during the year:
•
•
$3.374M from sophisticated investors @ $0.35 per share to fund the acquisition of AICIC
$2.654M from sophisticated investors @ $2.50 per share to pay off its fixed interest loans and working
capital
The first capital raising was to fund the acquisition of AICIC and the investment in 50% of the equity in BNNT
Technology Limited.
As a result of the second capital raising, the Group has paid the outstanding amount of its fixed interest debt from
the previous year.
The Group has a debtor facility finance from a non-bank lender that enables the Group to borrow up to 80% of the
value of its receivables from its international publicly listed mining companies to facilitate working capital
management. The amount that can be drawn down will vary from day-to-day depending on invoices raised and
payments received. At 30 June 2019, the debtors balance for this group of debtors was $6.300M.
As at 30 June 2019, the Group has drawn down $1.900M of this facility.
With the repayment of the fixed interest debts from the previous year and the purchase of the final CoalTram
being leased from Glegra Pty Ltd, the Group no longer has any related party transactions with any PPK Director.
Mining Segment
As advised in last year’s Executive Chairman’s Report, the Group has focused on its mining businesses utilising
cashflows from the operations of the business supplemented with ongoing sales of listed investments during the
year.
7
There have been no other significant changes in the state of affairs during the 2019 financial year or existing at the
time of this report.
REVIEW OF FINANCIAL CONDITION
The Group has maintained its strong balance sheet:
• A strong current asset position of $21.747M with $11.496M highly liquid and a net working capital
position of $13.235M
• All fixed interest debt from the previous year has been repaid and the unlimited Guarantee and
Indemnity from PPK Group Limited, PPK Mining Equipment Group Pty Ltd and PPK Mining Equipment
Pty Ltd has been removed
• At 30 June 2019, there were no related party transactions with any directors
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
In July 2019 the Board offered amended performance rights to the executive director, executives and senior
managers as explained in Long Term Incentives in this report.
There were no other items that occurred subsequent to the end of the financial year.
FUTURE DEVELOPMENTS
The likely developments in the operations of PPK and the expected results of those operations in financial years
subsequent to the year ended 30 June 2019 are included in the Executive Chairman’s Report set out on pages 1
to 3 and which forms part of this report.
ENVIRONMENTAL ISSUES
PPK remains committed to:
the effective management of environmental issues having the potential to impact on its remaining business;
and
minimising the consumption of resources utilised by its operations.
The Company has otherwise complied with all government legislation and regulations with respect to disposal of waste
and other materials and has not received any notices of breach of environmental laws and/or regulations. The
Company’s approach to environmental sustainability is outlined in its Environmental Policy at www.ppkgroup.com.au.
PROCEEDINGS ON BEHALF OF COMPANY
The Company is defending a claim in the Supreme Court of NSW in relation to a dispute pertaining to the vesting
conditions of a business acquired in 2014 with a vendor employee for the issue of a second tranche of $0.500M of
shares plus interest and costs. As advised in the 2016 Annual Report, the Company does not believe the vesting
conditions were met and still maintains this position.
No other matter or circumstance has arisen which is not otherwise dealt with in this Annual Report that has significantly
affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state
of the consolidated entity in subsequent years.
REMUNERATION REPORT (audited)
The Directors of PPK present the Remuneration Report for non-executive directors, executive directors and other
key management personnel, prepared in accordance with the Corporations Act 2001 and the Corporations
Regulations 2001.
Remuneration Policy
The remuneration policy of the Company has been designed to align directors’, executives’ and senior managers’
objectives and performance with shareholder and business results by providing a fixed remuneration component
and offering specific Short Term Incentives (STIs) based on key performance areas affecting the Group’s financial
results and Long Term Incentives (LTIs) based on increases to PPK’s share price and retention of key people.
The PPK Board believes the remuneration policy to be appropriate and effective in its ability to attract, retain and
motivate directors, executives and senior managers of high quality and standard to manage the affairs of the Group,
as well as, create goal congruence between directors, executives, senior managers and shareholders.
8
The remuneration policy, setting the terms and conditions for executive directors, executives and senior managers
was developed by the Board. The policy for determining the nature and amount of remuneration for board members,
executives and senior managers of the consolidated entity is detailed in the paragraphs which follow.
Remuneration of non-executive directors is determined by the Board from the maximum amount available for
distribution to the non-executive directors as approved by shareholders. Currently this amount is set at $0.275M
per annum in aggregate as approved by shareholders at the 2003 Annual General Meeting.
In determining the appropriate level of directors’ fees, data from surveys undertaken of other public companies
similar in size or market section to the Company is taken into account.
Non-executive directors are remunerated by means of cash benefits. They are not entitled to participate in
performance based remuneration practices unless approved by shareholders. The Company will not generally use
options as a means of remuneration for non-executive directors and will continue to remunerate those directors by
means of cash benefits.
PPK does not provide retirement benefits for its non-executive directors. Executive directors do not receive
director’s fees.
The Board is responsible for approving remuneration policies and packages applicable to executive directors,
executives and senior managers of the Company. The broad remuneration policy is to ensure that the remuneration
package properly reflects the person’s duties and responsibilities and that the remuneration is competitive in
attracting, retaining and motivating people of high quality and standard.
A review of the compensation arrangements for executive directors, executives and managers is conducted by the
full Board at a duly constituted Directors’ meeting.
The Board conducts its review annually based on established criteria which includes:
the individual’s performance;
reference to market data for broadly comparable positions or skill sets in similar organisations or industry;
the performance of the Group during the relevant period; and
the broad remuneration policy of the Group.
Executive directors, executives and senior managers may receive bonuses and/or fees based on the achievement
of specific goals of the consolidated entity.
Company Performance, Shareholder Wealth and Executive Directors, Executives and Senior Managers
Remuneration
The two methods employed in achieving this aim are:
Short Term Incentives
PPK has an STI in place which is designed to reward the efforts and positive outcomes of executives and senior
managers who play key roles during the year. The executives and senior managers have an opportunity to earn an
annual incentive which is paid as salary and superannuation above their normal contracts and are aligned with key
performance indicators (KPIs) as determined by the board. The KPIs are developed from the operating plans, the
outcomes are agreed and are monitored throughout the period. There is also a shared incentive for all participants
dependent on the Group achieving certain financial performance targets. Participation in the STI is considered on
an annual basis and is offered to participants for performance over and above their normal roles and responsibilities.
Who is eligible?
How is it paid?
How is performance
measured?
The board determines each year whether it will provide STIs to executives and senior
managers and which executives and senior managers will have the opportunity to
participate in the STIs.
Executives and senior managers have a target STI opportunity of 20% to 50% of their
fixed salary component of their remuneration.
The STI performance measures are chosen to reflect the core drivers of short term
performance and also provide a framework for delivering sustainable value to the
Group, it shareholders and its customers. STI’s include a corporate financial target,
which is shared by executives and senior managers, as well as individual targets that
each executive or senior manager can influence the outcome in their own right.
Executives
Senior Managers
Financial
Corporate
50%
25%
Financial
Individual
0%
0% - 75%
Non-Financial
50%
0% - 75%
When is it paid?
The STI is determined after the end of the financial year following a review of the
executives and senior managers performance over the year. The board approves the
STI based on this assessment of performance.
9
What happens if an
executive or senior
manager leaves?
If an executive or senior manager resigns or is terminated for cause before the end of
the financial year, no STI is awarded for that year.
If an executive or senior manager ceases employment during the performance period
by reason of redundancy, ill health, death or other circumstances approved by the
board, the executive or senior manager will be entitled to a pro-rata cash payment
based on assessment of performance up to the date of ceasing employment for that
year, subject to board discretion.
Long Term Incentives (LTI)
PPK has an LTI in place which is managed as a Trust on behalf of an executive director, executives and senior
managers of the Group. The Directors determine who will be offered Performance Rights, which can be
converted to PPK shares on a one-for-one basis subject to the PPK share price meeting set price targets and
the executive director and employees continuing their employment to the vesting date. The LTI was approved
by shareholders at the Annual General Meeting on 27 November 2018.
At the time that the Directors set the share price targets, PPK shares were trading at $0.21 per share and the
performance rights to be issued were 2,920,000. As a result of the increase in PPK’s share price, the share
price targets were met and the vesting conditions are now subject to the executive director and employees
continuing their employment to the vesting dates. However, the board considered that as the intent was to
reward the executive directors, executives and senior managers with a value of shares equivalent to their total
remuneration to be realised over a period of time, the ASX announcement on 13 November 2018 for the Group
to acquire 100% of the shares in AICIC, and the resulting strategic 50% holding in BNNT Technology Limited,
led to a significant increase in the PPK share price in a short period of time and that this was not the direct
outcome of the executive director, executives or senior managers actions of the Mining Services business unit.
As a result, in July 2019 post year end, the board offered a lesser number of performance rights, based on the
higher share price, to the executive director, executives and senior managers that would deliver a comparative
total remuneration value and the board has considered this to be no change in the original vesting conditions.
The share price targets, based on a 5 trading day volume weighted average price, the vesting conditions and
the total number of performance rights offered, as modified in July 2019, are:
Share Price Targets
Vesting Conditions
$0.30 per share by 1 January 2019
$0.40 per share by 1 January 2020
$0.50 per share by 1 January 2021
$0.60 per share by 1 January 2021
Fully vest on 1 January 2020
Fully vest on 1 July 2020
Fully vest on 1 January 2021
Fully vest on 1 July 2021
Original No of
Performance
Rights
Amended No of
Performance
Rights
730,000
730,000
730,000
730,000
2,920,000
260,000
260,000
260,000
260,000
1,040,000
As at 30 June 2019, the Trust held 0.695M shares in PPK. The Directors have determined PPK will not consolidate
the Trust with the entities of PPK as the Trust is for the benefit of the Participants and PPK does not control the
Trust.
Who is eligible?
How is it paid?
How is performance
measured?
The board determines which, if any, executives and senior managers they will offer
Performance Rights to and the vesting conditions attaching to those Performance
Rights.
PPK can issue shares to the Trustee or fund the purchase of PPK shares, in the
open market, on behalf of the Trustee. Once this occurs, the Trustee will hold the
PPK shares on behalf of the participants until such time that the vesting conditions
for Performance Rights are met. Once the vesting conditions are met, the participants
can apply to have the shares sold or transferred to the applicable participant.
Performance Rights generally have a performance condition and a vesting condition
attached to them and are managed under a Trust Deed, The performance conditions
were based on a 5 day volume weighted average share price and, at the time that the
Directors set the share price targets, PPK shares were trading at $0.21 per share.
The vesting condition dates were selected based on sustainable share price growth
over a reasonable period of time. A summary of the share price targets and the
vesting conditions are:
Share Price Targets
$0.30 per share by 1 January 2019
$0.40 per share by 1 January 2020
$0.50 per share by 1 January 2021
$0.60 per share by 1 January 2021
Vesting Conditions
Fully vest on 1 January 2020
Fully vest on 1 July 2020
Fully vest on 1 January 2021
Fully vest on 1 July 2021
10
What happens if an
executive or senior
manager leaves?
Are Performance
Rights eligible for
dividends?
Are there other
restrictions on the
performance rights?
In general, if an executive or senior manager ceases to be an employee of the
Company before the performance rights vest, all unvested performance rights will
lapse on the day employment ceases unless the Board determines that some or all
of the performance rights can be retained (on such terms as the Board
determines, including the Conditions that must be satisfied) or will vest
immediately upon cessation of employment.
Performance rights are not eligible for dividends.
Performance rights are not transferable and may not be dealt with (except with
Board approval or by force of law upon death or bankruptcy) and will lapse
immediately if an executive or senior manager purports to deal with them in breach
of these terms. An executive or senior manager are prohibited from entering into
any scheme or arrangement under which performance rights are “hedged” or alter
the economic benefit that an executive or senior manager may derive in respect of
their performance rights.
2018 share transactions with directors
In 2018 financial year, PPK issued 4.182M shares to Directors in lieu of outstanding fees owing to Directors’ that
had been accrued to 30 September 2017, in the amount of $1.048M, and that the shares be issued at a price of
$0.25 per share. This was approved by Shareholders at the Annual General Meeting on 20 November 2017.
Shareholders also approved a special resolution to selectively buy back and cancel 15.500M shares issued to
certain directors and key executives in 2014.
There were no other share transactions with directors.
Consequences of company performance on shareholder wealth
The following table outlines the impact of company performance on shareholder wealth:
2019
Data
02.6
Earnings per share (cents)
Full year ordinary dividends (cents)
1.0
per share
$2.77
Year-end share price
823%
Shareholder return (annual)
2018
(2.3)
-
$0.30
50%
The above table shows the annual returns to shareholders calculated to include the difference in percentage
terms between the dividend yield for the year (based on the average share price during the period) and changes
in the price at which shares in the Company are traded between the beginning and the end of the relevant
financial year. The share price for 2017 and 2016 is the last traded price, being 29th September 2015 when the
Group voluntarily suspended trading on the ASX and 16 August 2017, when it was relisted on the ASX.
2015
(21.2)
1.5
$0.40
(37%)
2016
(13.4)
-
$0.20
(50%)
2017
0.8
-
$0.20
106%
2014
4.8
3.5
$0.66
58%
2013
4.7
3.5
$0.44
25%
Details of Remuneration for the year ended 30 June 2019
DIRECTORS’ AND OTHER KEY MANAGEMENT PERSONNEL REMUNERATION
Details of the nature and amount of each element of the remuneration of each key management personnel
(‘KMP”) of PPK Group Limited are shown in the table below:
2019
Short term benefits
Salary&
fees
($)
Cash
bonus
($)
Non-
Monetary
($)
Post
employment
Super-
annuation
($)
Long
Term
Benefits
($)
Terminat-
ion
Payments
($)
[1]Share
based
payments
($)
Total
($)
Perform-
ance
Related
(%)
Directors
Non –
Executive
G Webb
A McDonald
Executive
R Levison
G Molloy
D McNamara
Total
Directors
40,000
40,000
170,000
39,600
200,000
489,600
-
-
-
-
-
-
Other Key Management Personnel
K Hostland[1]
325,000
115,529
Total Other
325,000
115,529
Total Key Management Personnel
814,600
115,529
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25,000
25,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40,000
40,000
-
-
108,864
170,000
39,600
308,864
108,864
598,464
-
-
87,091
552,620
87,091
552,620
-
-
-
35
-
37
25,000
-
-
195,955
1,151,084
-
11
[1] Equity settled share based payments. Performance rights granted are expensed over the performance period, which includes
the year to which the bonus relates and the subsequent vesting period of the rights.
Amounts reported above include both paid and unpaid entitlements.
2018
Short term benefits
Salary&
fees
($)
Cash
bonus
($)
Non-
Monetary
($)
Post
employment
Super-
annuation
($)
Long
Term
Benefits
($)
Terminat-
ion
Payments
($)
Share
based
payments
($)
Total
($)
Perform-
ance
Related
(%)
Directors
Non –
Executive
G Webb
A McDonald
Executive
R Levison
G Molloy
D McNamara
Total
Directors
30,000
31,888
130,013
29,700
178,098
399,699
-
-
-
-
-
-
6,000
-
30,000
36,000
-
72,000
-
-
2,375
-
2,375
4,750
Other Key Management Personnel
K Hostland [1]
250,921
32,500
85,160
22,500
Total Other
250,921
32,500
85,160
22,500
Total Key Management Personnel
650,620
32,500
157,160
27,250
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
36,000
31,888
162,388
65,700
180,473
476,449
-
-
-
-
-
-
391,081
8%
391,081
-
867,530
-
-
[1] As part of his employment, K Hostland was granted 400,000 Performance Rights on 1 December 2017 and these were converted to shares in PPK
Group Limited on a one-for-one basis on 1 July 2018. These shares have been valued at $85,160 based on the weighted average share price
during the year being $0.2129 per share.
Amounts reported above include both paid and unpaid entitlements. A number of PPK directors voluntarily elected to temporarily defer payment of
their consulting fee entitlements. At the Annual General Meeting on 20 November 2017, shareholders approved a resolution to repay these
outstanding fees by way of the issue of shares to the Directors at $0.25 per share. Refer further to details in Note 27.3. That portion of their 2018
outstanding fees, which were paid by an issuance of shares, are disclosed as Non-Cash Benefits.
Performance Income as a Proportion of Total Remuneration
In 2019, K Hostland received an STI award of $115,529 (2018: $32,500), after his assessment of annual
performance, for achieving targets noted below as set by the Directors for the 2018 financial year representing
91% of his targets. No other bonuses were paid to Key Management Personnel during the year.
Targets
Results
STI Allocation Outcome
Revenue of $34.781M
Achieved $35.107M
Management EBITDA of $3.167M
Achieved $2.754M
Governance, Reporting & People
Achieved at Board’s discretion
20%
30%
50%
100%
87%
90%
The table below shows a reconciliation of performance rights held by each KMP from the beginning to 30 June
2019. There were no performance rights granted in previous years.
Name and
Grant dates
D McNamara
Tranche 1
Tranche 2
Tranche 3
Tranche 4
K Hostland
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Balance at the
start of year
Granted
during year
Vested
Exercised
Forfeited
Balance at the end of the year
(unvested)
Unvested
No.
%
No.
%
No.
Maximum $ value to vest[1]
-
-
-
-
-
-
-
-
100,000
100,000
100,000
100,000
75,000
75,000
75,000
75,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
125,000
125,000
121,500
107,500
100,000
100,000
97,200
86,000
[1] The maximum value of the performance rights yet to vest has been determined as the amount of the grant date fair value of the performance
rights that is yet to be expensed which was calculated using the original number of performance rights that were going to be granted.
The fair value of each performance right at the grant date is:
Tranche 1 $0.500
Tranche 2 $0.500
Tranche 3 $0.486
Tranche 4 $0.430
12
Performance Rights issued as part of Remuneration for the Year Ended 30 June 2019
D McNamara and K Hostland participate in the PPK LTI plan and will be issued 400,000 performance rights and
300,000 performance rights respectively, subject to retention of their services to meet the vesting conditions. The
issuance of performance rights to D McNamara was approved by the shareholders at the Annual General Meeting
on 27 November 2018.
No other performance rights were issued, or exercised by, directors or other Key Management Personnel during
the year.
Employment Agreements
R Levison
A consultancy agreement is in place between the parties on the following terms:
Term: Commencing on 1 October 2013 – no fixed term.
Remuneration: Base remuneration under the agreement is $0.170M per annum.
Duties: Executive Chairman.
Termination: The agreement may be terminated at any time by PPK Group Limited giving not less than 12 months
written notice or by Mr Levison giving not less than 6 months written notice.
D McNamara
A consultancy agreement is in place between the parties on the following terms:
Term: Commencing on 1 April 2014 – no fixed term.
Remuneration: Base remuneration under the agreement is $0.200M per annum plus a fully maintained motor
vehicle plus 400,000 performance rights to convert to PPK shares, payable in four equal tranches, on a one-for-
one basis subject to the PPK share price meeting set price targets and continuing his employment to the vesting
date.
Duties: Director of Global Mining.
Termination: The agreement may be terminated at any time by PPK Group Limited by giving not less than 12
months written notice or by Mr McNamara giving not less than 6 months written notice.
K Hostland
Employment agreement is in place between the parties on the following terms:
Term: Commencing 1 December 2017 (previously under a short term contract as Acting Chief Financial Officer)
Remuneration: Base remuneration of $0.325M plus $0.025M superannuation per annum. He also participates in
the STI, where he can receive a maximum bonus of 50% of his total base salary for meeting key performance
indicators set by the Directors, and the LTI, where he will receive 300,000 performance rights to convert to PPK
shares, payable in four equal tranches, on a one-for-one basis subject to the PPK share price meeting set price
targets and continuing his employment to the vesting date.
Duties: Group Chief Financial Officer/Group Chief Operating Officer
Termination: The agreement may be terminated at any time by either party giving 6 months written notice.
There are no formal employment agreements in place for G Molloy, G Webb or A McDonald.
13
As at the end of the financial year, the number of ordinary shares held by directors and Key Management Personnel
during the 2019 reporting period is set out below:
Directors
R Levison
G Molloy
G Webb
D McNamara
A McDonald
Total Directors
Balance at
Start of year
Net change
Other
Shares
Purchased
Share Sold
4,366,667
[1]53,737
14,110,964
[1]166,535
9,460,000
[1]116,585
4,430,580
[1]54,175
30,000
229,000
100,000
11,870
300,000
[1]4,878
100,000
32,668,211
395,910
470,870
Other Key Management Personnel
K Hostland[1]
Total Other
Total
-
-
[1][2]404,878
404,878
-
-
32,668,211
800,788
470,870
-
-
-
-
-
-
-
-
Held at the
End of the
Reporting
Period
4,450,404
14,506,499
9,676,585
4,496,625
404,878
33,534,991
404,878
404,878
33,939,869
[1] Shares issued @ $0.82 per share being the price at which shares were issued to all shareholders participating in the Dividend Reinvestment
Plan regarding the dividend paid by the Company on 30 April 2019.
[2] As part of his employment, in the prior year, K Hostland was granted 400,000 Performance Rights on 1 December 2017 and these were converted
to shares as a transfer from treasury shares on 1 July 2018.
OTHER INTERESTS IN RELATED PARTIES OF THE GROUP
In addition, the following Directors of PPK have an interest in various unit trusts, the trustees of which are
subsidiaries of the PPK Group. As unit holders, the Directors have advanced, or agreed to advance loan funds, to
the trustees in proportion to the number of units held by them on usual commercial terms for the purpose of
undertaking commercial lending in which PPK has an indirect equity interest - along with other unassociated
investors.
Details of the units and the trusts in which each Director has a relevant interest and of the nature of that relevant
interest are set out in the tables below:
G Molloy:
Trusts - registered holder(s)
Number of Units
Nature of Interest
(all indirect)
Willoughby Funding Unit Trust
- Wavet Fund No. 2 Pty Limited
G Webb:
10
Director & Member
Trusts - registered holder(s)
Number of Units
Willoughby Funding Unit Trust
- GRG Finance Pty Ltd
- Phillip Street Properties Pty Ltd
20
20
Nature of Interest
(all indirect)
Director
Director
There have been no transactions with the above trusts, nor were there any loans outstanding in 2019 or 2018.
G Molloy, G Webb and the Group had an interest in the Nerang Street Southport Project Trust. All interest and
loans were fully repaid in the 2018 financial year, the units in the Trust were sold in August 2018 and all
unitholders paid in full.
OTHER TRANSACTIONS WITH RELATED PARTIES OF THE GROUP
Transactions with directors and between other related parties are on normal commercial terms and conditions
no more favourable than those available to other parties unless otherwise stated. Transactions are inclusive
of GST.
14
In 2017, the Group secured a loan from the Fiona Testamentary Trust of which G Molloy is a trustee.
Loans advanced
Interest credited to loan
Loans repaid
Balance outstanding
Consolidated Entity
2019
$000S
-
6
663
-
2018
$000S
650
7
-
657
This loan was fully repaid in the financial year.
In 2017, the Group secured a loan from Wavet No 2 Fund of which G Molloy is a director.
Loans advanced
Interest credited to loan
Loans repaid
Balance outstanding
This loan was fully repaid in the financial year.
Consolidated Entity
2019
$000S
-
6
612
-
2018
$000S
600
6
-
606
In 2018, PPK Mining Equipment Pty Ltd leased 4 CoalTrams from Glegra Pty Ltd ATF The CoalTram Trust and
had an exclusive agency agreement to promote, market and sell these CoalTrams. At the reporting date, the
Group no longer had any leased CoalTrams. G Molloy has beneficial ownership and control of Glegra Pty Ltd.
(End of Audited Remuneration Report)
MEETINGS OF DIRECTORS
During the financial year, meetings of directors (including committee meetings) were held. Attendances were:
DIRECTORS’ MEETINGS
AUDIT COMMITTEE MEETINGS
Number
Eligible to attend
Number
Attended
Number Eligible to
attend
Number
Attended
14
14
14
14
14
14
14
9
13
14
-
2
-
-
2
-
2
-
-
2
R Levison
G Molloy
G Webb
D McNamara
A McDonald
CORPORATE GOVERNANCE STATEMENT
PPK’s directors and management are committed to conducting the Group’s business ethically and in accordance with
high standards of corporate governance. A copy of PPK’s Corporate Governance Statement can be found in the
corporate governance section of PPK’s website at www.ppkgroup.com.au.
RISK & CONTROL COMPLIANCE STATEMENT
Under ASX Listing Rules and the ASX Corporate Governance Council’s Principles of Good Corporate Governance
and Best Practice Recommendations (“ASX Recommendations 3rd edition”), the Company is required to disclose
in its Annual Report the extent of its compliance with the ASX Recommendations.
Throughout the reporting period, and as at the date of signing of this Directors’ Report, the Company was in
compliance with a majority of the ASX Recommendations in all material respects as more fully detailed in PPK’s
corporate governance section as set out on its website.
15
In accordance with the Recommendations, the Board has:
received and considered reports from management regarding the effectiveness of the Company’s
management of its material business risks; and
received assurance from the people performing each of the Chief Executive Officer and Chief Financial Officer
functions regarding the consolidated financial statements and the effective operation of risk management
systems and internal controls in relation to financial reporting risks.
Material associates and joint ventures, which the company does not control, are not dealt with for the purposes of
this statement.
AUDIT COMMITTEE
The details of the composition, role and Terms of Reference of the PPK Audit Committee are available on the Company’s
website at www.ppkgroup.com.au
During the reporting period, the PPK Audit Committee consisted of the following:
G Molloy (Appointed Chairman: 14 August 2017)
A McDonald (Appointed: 25 January 2018)
R Levison (Appointed: 14 August 2017 Resigned: 25 January 2018) Executive Chairman
Executive Director
Non-Executive Independent Director
The Company’s lead signing and review External Audit Partner, Chairman, Chief Financial Officer and selected
consultants attend meetings of the Audit Committee by standing invitation.
DIRECTORS' AND AUDITORS' INDEMNIFICATION
During or since the end of the financial year the company has given an indemnity or entered an agreement to indemnify,
or paid or agreed to pay insurance premiums as follows:
The Company has paid premiums during 2019 of $0.132M (2018: $0.089M) for the year ending 31 March 2020 to insure
all directors of the parent entity and officers of the consolidated entity against liabilities for costs and expenses incurred
by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director or officer
of the Company, other than conduct involving a wilful breach of duty in relation to the Company.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Grant Thornton Audit Pty
Limited, as part of the terms of its audit engagement agreement against claims by third parties arising from the
audit (for an unspecified amount). No payment has been made to indemnify Grant Thornton Audit Pty Limited
during or since the financial year.
NON-AUDIT SERVICES
In 2019, the external auditors were engaged to provide tax advice in relation to the review of the Trust Deed for
the Long Term Incentive Plan. The cost for these services was $0.008M (2018: $0.010M)..
AUDIT INDEPENDENCE
The lead auditor has provided the Auditor’s Independence Declaration under section 307C of the Corporations Act
2001 (Cth) for the year ended 30 June 2019 and a copy of this declaration forms part of the Directors’ Report.
ROUNDING OF ACCOUNTS
The amounts contained in the financial report have been rounded to the nearest $1,000 (where rounding is
applicable) where noted ($000) under the option available to the Company under ASIC Corporations (Rounding in
Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which this legislative instrument
applies.
Signed in accordance with a resolution of the Board of Directors.
ROBIN LEVISON
Executive Chairman
Brisbane, 29 August 2019
GLENN MOLLOY
Executive Director
16
Level 18
King George Central
145 Ann Street
Brisbane QLD 4000
Correspondence to:
GPO Box 1008
Brisbane QLD 4001
T + 61 7 3222 0200
F + 61 7 3222 0444
E info.qld@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of PPK Group Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of PPK Group
Limited for the year ended 30 June 2019, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
A F Newman
Partner – Audit & Assurance
Brisbane, 29 August 2019
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
17
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Consolidated Entity
Revenue from contracts with customers
Cost of sales
GROSS PROFIT
Other operating income
Mining services expenses
Technology expenses
Investment activity expenses
Administration expenses
Share based payment expense
Research costs
Finance costs
Finance income
PROFIT (LOSS) BEFORE INCOME TAX EXPENSE
Income tax (expense)/benefit attributable to profit
PROFIT (LOSS) AFTER INCOME TAX EXPENSE
PROFIT (LOSS) IS ATTRIBUTED TO:
Owners of PPK Group Limited
OTHER COMPREHENSIVE INCOME
Items that may be re-classified to profit or loss
Net gain (loss) on financial assets designated at fair value through other
comprehensive income before related tax effects
Revaluation of land and buildings before related tax effects
Income tax relating to these items
Foreign currency translation of controlled entities
OTHER COMPREHENSIVE INCOME (LOSS) NET OF INCOME TAX
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR IS
ATTRIBUTABLE TO:
Owners of PPK Group Limited
Basic earnings (loss) per share
Diluted earnings (loss) per share
The accompanying notes form part of these financial statements
Notes
3.1
3.1
3.1
3.1
3.1
3.1, 4
3.1
3.1
6
19
10
10
2019
$000
40,932
(28,492)
12,440
835
(8,625)
(160)
(7)
(2,105)
(321)
-
(267)
10
1,800
-
1,800
1,800
1,800
-
350
-
-
350
2,150
2,150
2,150
2018
$000
35,107
(23,647)
11,460
75
(10,906)
(58)
(1,758)
-
(217)
(157)
-
(1,561)
-
(1,561)
(1,561)
(1,561)
(71)
-
-
9
(62)
(1,623)
(1,623)
(1,623)
2.6 cents
2.6 cents
(2.3) cents
(2.3) cents
18
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Contract assets
Inventories
Other financial assets
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Investments in joint venture – equity accounted
Property, plant and equipment
Intangibles
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Interest bearing liabilities
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Interest bearing liabilities
Provisions
Contingent consideration
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Treasury shares
Reserves
Retained earnings (accumulated losses)
Capital and reserves attributable to owners of PPK Group Ltd
TOTAL EQUITY
The accompanying notes form part of these financial statements
Notes
12
13
14
15
17
16
18
19
21
22
23
24
25
24
26
27.1
27.4
28
Consolidated Entity
2019
$000
1,047
8,655
1,794
9,251
-
1,000
21,747
19,340
5,339
1,606
26,285
48,032
4,932
2,256
1,324
8,512
-
215
9,041
9,256
17,768
30,264
47,743
(220)
671
(17,930)
30,264
30,264
2018
$000
1,312
5,454
1,779
8,197
118
543
17,403
-
5,735
595
6,330
23,733
3,870
196
1,988
6,054
2,013
176
-
2,189
8,243
15,490
34,541
(389)
-
(18,662)
15,490
15,490
19
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
Notes
CASH FLOWS FROM OPERATING ACTIVITIES
Cash receipts from customers
Cash payments to suppliers and employees
Transaction costs related to acquisition
Interest received
Interest paid
Net cash provided by (used in) operating activities
5.1
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchases of plant and equipment
Proceeds from sale of property and equipment
Proceeds from sale of financial assets at fair value through profit or loss
Proceeds from sale of available-for-sale financial assets
Payments for intangibles
Payments for the acquisition of subsidiary, net of cash acquired
18.2
Purchase of financial assets at fair value through profit or loss
Other receivables – loans advanced
Other receivables – loans repaid
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from other borrowings
Proceeds from capital raisings
Repayment of other borrowings
Transaction costs on issue of shares
Dividends paid
Net cash provided by (used in) financing activities
Net increase (decrease) in cash held
Cash at the beginning of the financial year
Effects of exchange rates on cash and cash equivalents
Cash at the end of the financial year
5.2
The accompanying notes form part of these financial statements
Consolidated Entity
2019
$000
41,911
(43,200)
(135)
10
(287)
(1,701)
2018
$000
38,137
(38,154)
-
-
(159)
(176)
(1,204)
(1,836)
563
793
-
(1,010)
(3,583)
(22)
-
-
(4,463)
6,852
6,285
(6,785)
(281)
(172)
5,899
(265)
1,312
-
1,047
306
-
37
-
-
-
(121)
1,058
(556)
1,228
-
(288)
-
-
940
208
1,104
-
1,312
20
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
Notes
Issued Capital
$000
Treasury
Shares
$000
Accumulated
Losses
$000
Options
Reserve
$000
Total
Attributable
to Owners
of PPK
Group Ltd
$000
Asset
Revaluation
Surplus
$000
CONSOLIDATED ENTITY
At 1 July 2018
Adjustment for the adoption of AASB 9
2.2
Adjusted balance at 1 July 2018
Total comprehensive income (loss) for the year
Profit (loss) for the year
Revaluation of land and property
Total comprehensive income (loss) for the year
Transactions with owners in their capacity as owners
Shares purchased
Shares sold
Issue of share capital on private placement
Issue of share capital on acquisition
Issue of share capital on dividend reinvestment plan
Issue of performance rights
Dividends paid
Total transactions with owners in their capacity as owners
At 30 June 2019
The accompanying notes form part of these financial statements
19
27.4
27.4
27.1
27.1
27.1
28
9
34,541
-
34,541
-
-
-
6,028
6,633
541
-
-
13,202
47,743
(389)
-
(389)
-
-
-
(21)
199
(9)
-
-
169
(220)
(18,662)
(356)
(19,018)
1,800
-
1,800
-
-
-
-
-
-
(712)
(712)
(17,930)
-
-
-
-
-
-
-
-
-
-
-
321
-
321
321
-
-
-
-
350
350
-
-
-
-
-
-
-
-
350
15,490
(356)
15,134
1,800
350
2,150
(21)
199
6,028
6,633
532
321
(712)
12,980
30,264
Total
Equity
$000
15,490
(356)
15,134
1,800
350
2,150
(21)
199
6,028
6,633
532
321
(712)
12,980
30,264
21
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
Notes
Issued Capital
$000
Treasury
shares
$000
Accumulated
losses
$000
Options
Reserve
$000
Available-
for-sale
Reserve
$000
Foreign
Currency
Translation
Reserve
$000
Total
Attributable
to Owners
of PPK
Group Ltd
$000
Total Equity
$000
34,765
(140)
(19,708)
1,338
72
(9)
16,318
16,318
-
-
-
-
-
1,045
(2,607)
1,338
(224)
34,541
-
-
-
-
(249)
-
-
-
(249)
(389)
(1,561)
-
-
(1,561)
-
-
2,607
-
2,607
(18,662)
-
-
-
-
-
-
-
(1,338)
(1,338)
-
-
-
(1,561)
(1,561)
(72)
-
(72)
-
-
-
-
-
-
-
9
9
-
-
-
-
-
-
(72)
9
(72)
9
(1,624)
(1,624)
(249)
1,045
-
-
796
(249)
1,045
-
-
796
15,490
15,490
CONSOLIDATED ENTITY
At 1 July 2017
Total comprehensive income for the year
Profit (loss) for the year
Other comprehensive income
Fair value adjustment on financial assets on financial assets
designated at fair value through other comprehensive income
Foreign currency translation of controlled entities
Total comprehensive income profit (loss) for the year
Transactions with owners in their capacity as owners
Shares purchased
Shares issued in lieu of accrued fees to Directors
Shares repurchased under approved buy back
Elimination of options reserve from approved buy back
Total transactions with owners in their capacity as owners
At 30 June 2018
The accompanying notes form part of these financial statements
22
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
NOTE 1 CORPORATE INFORMATION
The financial statements of PPK Group Limited (“PPK” or “the Group”) for the year ended 30 June 2019 were authorised for issue in accordance with
a resolution of the Directors on 29 August 2019 and covers PPK Group Limited and its controlled entities as required by the Corporation Act 2001.
PPK is a for-profit company limited by shares, incorporated in Australia. Its shares are publicly traded on the Australian Securities Exchange.
Separate financial statements for PPK Group Limited (“Parent Company”) as an individual entity are not required to be presented, however, limited
financial information for PPK Group Limited is provided as an individual entity in Note 11.
The nature of the operations and principal activities of the Group are:
•
•
•
the design, manufacture, service, support and distribution of CoalTram and other underground diesel vehicles, alternators, electrical
equipment, drilling and bolting equipment and mining consumables and the hire of underground coal mining equipment;
a joint venture with Deakin University to commercialise Deakin University’s patented Boron Nitride Nanotubes (BNNT) manufacturing
technology; and
the management of debt and equity investments (shares in listed and unlisted investments and associated entities).
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of Preparation and Statement of Compliance
The consolidated general purpose financial statements of the Group have been prepared in accordance with the requirements of the Corporations Act
2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with
Australian Accounting Standards results in full compliance with the International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board.
The financial statements have been prepared on an accruals basis and are based on historical costs, except for land and buildings, plant and
equipment and intangible assets which are measured at the lower of carrying amounts and fair value, less costs to sell, available for sale financial
assets are held at fair value and impairment is recognised when the fair value of the asset is less than the historical cost.
The accounting policies have been consistently applied to the entities of the consolidated entity unless otherwise stated.
PPK is a type of company referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and therefore, amounts in
the financial statements and Directors' report have been rounded to the nearest thousand dollars, or in certain cases, to the nearest dollar.
2.2 New and revised standards that are effective for these financial statements
A number of new and revised standards became effective for the first time to annual reporting periods beginning on or after 1 July 2018. Information
on the more significant standard(s) is presented below:
AASB 9 Financial Instruments
AASB 9 Financial Instruments sets out requirements for recognising and measuring financial assets and some contracts to buy or sell financial
items. This Standard replaces AASB 139 Financial Instruments: Recognition and Measurement. When adopting AASB 9 the Group applied
transitional relief and elected not to restate prior periods. Differences arising from the adoption of AASB 9 are recognised in opening retained
earnings at 1 July 2018.
As a result of the adoption of AASB 9, The Group has adopted consequential amendments to AASB 101 Presentation of Financial Statements,
which require impairment of financial assets to be presented in a separate line item in the statement of profit and loss.
Additionally, the Group has adopted AASB 7 Financial Instruments: Disclosures that are applied to disclosures for 2019 but have not been applied to
comparative information.
The Group has adopted the below AASB 9 accounting policies for this financial year. For the accounting policy for the 2018 financial year, see Note
2.15.
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and
substantially all the risk and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Financial assets are classified according to their business model and the characteristics of their contractual cash flow. Except for those trade
receivables that do not obtain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial
assets are measured at fair value adjusted for transaction costs (where applicable).
23
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging instruments, are classified into
the following categories:
•
•
Financial assets at amortised cost
Financial assets at fair value through profit or loss (FVTPL)
Financial statements at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):
•
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
•
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount
outstanding
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of
discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments as
well as government bonds that were previously classified as held-to-maturity under AASB 139.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through
profit and loss. Further, irrespective of business model, financial assets whose contractual cash flows are not solely payments of principal and
interest are accounted for at FVPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging
instruments, for which the hedge accounting requirements apply.
Impairment of financial assets
AASB 9’s new impairment model use more forward looking information to recognize expected credit losses - the ‘expected credit losses (ECL)
model’. The application of the new impairment model depends on whether there has been a significant increase in credit risk. The Group considers
a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions,
reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
•
•
financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’) and
financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’)
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-month expected credit losses’ are
recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category. Measurement of the expected credit
losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss
allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient, the Group uses its historical experience,
external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Group allows 1% for
amounts that are 90 days past due and writes off fully amounts that are 120 days past due or for which the Group is aware the receivable will not be
recovered. The impairment allowance has increased by $0.356M.
All financial assets, except for those at fair value through profit or loss (FVPL), are subject to review for impairment at least at each reporting date to
identify whether there is any objective evidence that a financial asset or a group of financial assets is impaired.
Classification and measurement of financial liabilities
As the accounting for financial liabilities remains largely unchanged from AASB 139, the Group’s financial liabilities were not impacted by the
adoption of AASB 9.
Derivative financial instruments and hedge accounting
The Group does not have derivative financial instruments.
Interest income
Revenue is recognised as it accrues using the effective interest rate method which is the rate that exactly discounts the estimated future cash
receipts over the expected life of the financial asset.
Reconciliation of financial instruments on adoption of AASB 9
Notes
Original AASB
139
Classification
New AASB 9
Classification
Closing
Balance 30
June 2018
(AASB 139)
$000
Adoption
of AASB 9
$000
Opening
balance 1
July 2018
(AASB 9)
$000
Loans and
receivables
Amortised cost
7,233
(356)
6,877
Financial assets
Trade and other
receivables
Listed shares
(a)
Available-for-sale FVTPL
118
-
118
24
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial liabilities
Trade and other
payables
Interest bearing
liabilities – current
Interest bearing
liabilities – non
current
Other financial
liabilities
Other financial
liabilities
3,870
(b)
Amortised cost
Amortised cost
196
(b)
Amortised cost
Amortised cost
2,103
-
-
-
3.870
196
2,103
(a) These investments in listed securities were classified as Available-for-sale under AASB 139. This falls under FVTPL classification under
AASB 9 as investments in equity securities fail the solely payments of principal and interest (ie the contractual cash flow test). The Group
decided not to make the irrecoverable election on transition to account for these at FVTOCI (Equity FVTOCI).
(b) Borrowings classified as amortised cost under AASB 139 continue to be accounted for at amortised cost under AASB 9.
Reconciliation of equity for the impact of AASB 9 at 1 July 2018:
Opening balance under AASB 139
Increase in impairment provision for other receivable
Opening balance under AASB 9
Retained Earnings
$000
(18,662)
(356)
(19,018)
The comparative amount for net tangible assets per share at 1 July 2018, after adoption of AASB 9:
Net tangible assets per share
AASB 15 Revenue from Contracts with Customers
Original
Disclosure
cents
24.7
Restated
cents
24.1
AASB 15 establishes a new revenue recognition model, expands and improves revenue disclosure and provides new and more detailed guidance on
specific topics (ie multiple element arrangements, variable pricing, warranties, licensing and rights of return). The Standard replaces AASB 118
Revenue, AASB 111 Construction Contracts and some revenue related Interpretations. The Group early adopted AASB 15 for the first time for the
30 June 2018 financial year.
2.3 New and revised standards that are issued but not effective for these financial statements
AASB 16 Leases
AASB 16 provides new guidance on the application of the definition of lease and sale and lease back accounting, requires all leases to be accounted
for “on balance sheet” by lessees (other than short term and low value asset leases) and requires new and different disclosures about leases while
largely retaining the existing lessor accounting requirements. The Standard replaces AASB 117 and some lease related Interpretations.
Based on the entity’s assessment, it is expected that the first-time adoption of AASB 16 for the year ending 30 June 2020 will have a material impact
on the transactions and balances recognised in the financial statements, in particular:
•
•
•
Lease assets and financial liabilities on the balance sheet will increase by $5.421M and $5.421M respectively (based on the facts at the
date of the assessment);
The carrying amount of lease assets will reduce more quickly than the carrying amount of lease liabilities;
EBIT in the statement of profit or loss and other comprehensive income will be higher as the implicit interest in lease payments for former
off balance sheet leases will be presented as part of finance cost rather than being included in operating expenses;
• Operating cash outflows will be lower and financing cash flows will be higher in the statement of cash flows as principal repayments on
lease liabilities will not be included in financing activities rather than operating activities. Interest can also be included within financing
activities.
AASB 2014–10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture
The amendments address a current inconsistency between AASB 10 Consolidated Financial Statements and AASB 128 Investments in Associates
or Joint Ventures.
The amendments clarify that, on a sale or contribution of assets to a joint venture or associate or on loss of control or significant influence is retained
in a transaction involving and associate or joint venture, any gain or loss recognised will depend on whether the assets or subsidiary constitute a
business, whereas gain or loss attributable to other investors’ interests is recognised when the assets or subsidiary do not constitute a business.
This amendment effectively introduces an exception to the general requirement in AASB 10 to recognise full gain or loss on the loss of control over a
subsidiary. The exception only applies to the loss of control over a subsidiary that does not contain a business, if the loss of control is the result of a
transaction involving an associate or a joint venture that is accounted for using the equity method. Corresponding amendments have also been made
to AASB 128.
The mandatory effective date of AASB 2014–10 has been deferred to 1 January 2022 by AASB 2017–5.
25
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
AASB 2018-1 Annual Improvements to IFRS Standards 2015-2017 Cycle
AASB 2018-1 makes a number of relatively minor amendments to AASB 3 Business Combinations, AASB 111 Joint Arrangements, AASB 112 Income
Taxes and AASB 123 Borrowing Costs.
When this interpretation is adopted for the year ending 30 June 2020, the amendment is not expected to have a material impact on the financial
statements.
AASB 2018-6 Amendments to Australian Accounting Standards – Definition of a Business
AASB 2018-6 amends AASB 3 to clarify the definition the definition of a business, assisting entities to determine whether a transaction should be
accounted for as a business combination or as an asset acquisition.
The amendments:
•
•
•
•
•
clarify that to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive
process that together significantly contribute to the ability to create outputs;
remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce
outputs;
add guidance and illustrative examples to help entities assess whether a substantive process has been acquired;
narrow the definitions of a business and of outputs by focusing on goods and services provided to customers and by removing the reference
to an ability to reduce costs; and
add an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business.
When these amendments are first adopted for the year ending 30 June 2021, the amendment is not expected to have a material impact on the financial
statements.
AASB 2018-7 Amendments to Australian Accounting Standards – Definition of Material
AASB 2018-7 principally amends AASB 101 and AASB 108. The amendments refine the definition of material and its application by improving the
wording and aligning the definition across the Australian Accounting Standards and other publications. The amendment also includes some supporting
requirements in AASB 101 in the definition to give it more prominence and clarifies the explanation accompanying the definition of material.
When these amendments are first adopted for the year ending 30 June 2021, the amendment is not expected to have a material impact on the financial
statements.
AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework
AASB 2019-1 amends Australian Accounting Standards, Interpretations and other pronouncements to reflect the issuance of the revised Conceptual
Framework for Financial Reporting (Conceptual Framework).
The application of Conceptual Framework is limited to for profit entities that have public accountability.
When these amendments are first adopted for the year ending 30 June 2021, the amendment is not expected to have a material impact on the financial
statements.
AASB Interpretation 23 Uncertainty Over Income Tax Treatments
AASB Interpretation 23 clarifies how the recognition and measurement requirements of IAS 12 Income Taxes are applied where there is uncertainty
over income tax treatments.
AASB Interpretation 23 is applicable to annual reporting periods beginning on or after 1 January 2019. When this Interpretation is first adopted for the
year ended 30 June 2020, the amendment is not expected to have a material impact on the transactions and balances recognised in the financial
statements.
2.4 Basis of consolidation
The Group financial statements consolidate those of the Parent Company, PPK Group Limited, and all of its subsidiaries at 30 June each year.
The Parent Company controls the subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and could affect
those returns through its power over the subsidiary. Potential voting rights that are substantive, whether or not they are exercisable or convertible,
are considered when assessing control. All subsidiaries have a reporting date of 30 June.
All intercompany balances and transactions, including unrealised profits arising from intergroup transactions have been eliminated on consolidation.
Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group
perspective.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that is not held by the Group.
The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on
their respective ownership interests.
26
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2.5 Change in accounting policy
Revaluation of property, plant and equipment
The Group re-assessed its accounting for property, plant and equipment with respect to measurement of land and buildings after initial recognition.
The Group previously measured land and buildings using the cost model whereby, after initial recognition of the asset, the asset was carried at cost
less accumulated depreciation and accumulated impairment losses.
On 30 June 2019, the Group elected to change the method of accounting for land and buildings, as the Group believes that the revaluation model
provides more relevant information to users of its financial statements and available techniques provide more reliable estimates of the fair value of
the land and buildings.
After initial recognition, land and buildings are measured at fair value at the date of revaluation less any subsequent accumulated depreciation and
subsequent accumulated impairment losses. The Group applied the revaluation model prospectively. For details refer to Note 19.
2.6 Business combination
The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a
subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the
group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as
incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously
recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their
acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of: (a) fair value of consideration
transferred, (b) the recognised amount of any non-controlling interest in the acquiree, and (c) acquisition-date fair value of any existing equity interest
in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated
above, the excess amount (ie gain on a bargain purchase) is recognised in profit or loss immediately.
2.7 Investment in joint venture
A Joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the contractually agreed sharing of control of
an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint
venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.
The Group has a contractual arrangement whereby decisions about the relevant activities of the joint venture require the unanimous consent of the
joint venturers that control the joint venture. A joint venture is accounted for in the consolidated financial statements as an investment and accounts
for the investment using the equity method of accounting. Under the equity method the Group's share of the post-acquisition other comprehensive
income or loss of the joint venture is recognised in consolidated profit or loss and the Group's share of the post-acquisition movements in reserves of
the joint venture is recognised in consolidated other comprehensive income. The cumulative post-acquisition movements are adjusted against the
carrying amount of the investment. Dividends and distributions received from the joint venture reduces the carrying amount of the investment in the
consolidated financial statements.
Any goodwill or fair value adjustment attributable to the Group’s share in the joint venture not recognised separately and is included in the amount
recognised as investment.
When the Group's share of post-acquisition losses in a joint venture exceeds its interest in the joint venture (including any unsecured receivables), the
Group does not recognise further losses unless it has obligations to, or has made payments, on behalf of the joint venture.
2.8 Investments in associates
Associates are entities over which the Group has significant influence but not control. Associates are accounted for in the consolidated financial
statements using the equity method of accounting. Under the equity method the Group's share of the post-acquisition other comprehensive income or
loss of the associates is recognised in consolidated profit or loss and the Group's share of the post-acquisition movements in reserves of associates
is recognised in consolidated other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of
the investment. Dividends and distributions received from associates reduce the carrying amount of the investment in the consolidated financial
statements.
Any goodwill or fair value adjustment attributable to the Group’s share in the associate is not recognised separately and is included in the amount
recognised as investment.
When the Group's share of post-acquisition losses in an associate exceeds its interest in the associate (including any unsecured receivables), the
Group does not recognise further losses unless it has obligations to, or has made payments, on behalf of the associate.
2.9 Foreign currency translation
The consolidated financial statements are presented in Australian Dollars ($AUD), which is also the functional currency of the Parent Company.
Foreign currency transactions during the period are converted to Australian currency at rates of exchange applicable at the dates of the transactions
(spot exchange rate). Foreign exchange gains and losses, whether realised or unrealised, resulting from the settlement of such transactions, amounts
receivable and payable in foreign currency at the reporting date, and from the re-measurement of monetary items at year end exchange rates are
recognised in profit and loss.
Non-monetary items are not retranslated at year end and are measured at historical cost (translated using the exchange rate at the date of the
transaction), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was
determined.
27
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2.10 Revenue and revenue recognition
Revenue arises mainly from the sale, service and support and rental of underground coal mining vehicles, equipment and parts. To determine
whether to recognise revenue, the Group follows a 5 step process:
Identifying the contract with a customer;
Identifying the performance obligation;
1.
2.
3. Determining the transaction price;
4. Allocating the transaction price to the performance obligations; and
5. Recognising revenue when/as performance obligations are satisfied.
Revenue is recognised, based on the transaction price allocated to the performance obligation, after consideration of the terms of the contract and
customary business practices. The transaction price is the amount of the consideration that the Group expects to be entitled to receive in exchange
for transferring the promised goods or services to a customer, excluding amounts collected on behalf of third parties (ie sales taxes and duties), The
consideration promised in a contract with a customer may include fixed amounts, variable amounts or both.
The following specific recognition criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of mining equipment, spare parts or CoalTrams built for inventory purposes are recognised at a point in time, in most cases
when they leave the warehouse and control has passed to the buyer. Revenue is measured at the fair value of consideration received or receivable,
net of returns, trade allowances and duties and taxes paid.
Rendering of Services
Performance obligations for the repair and maintenance of underground coal mining vehicles and equipment are satisfied over time and the Group
recognises the revenue over time for one of the following reasons:
1.
2.
the Group’s performance creates or enhances an asset (ie work in progress) that the customer controls as the asset is created or enhanced
or;
the Group’s performance does not create an asset with an alternative use and the Group has an enforceable right to payment for
performance completed to date.
In almost all cases, the asset that is being created or enhanced is owned by the customer and the Group only performs repair and maintenance on
the asset. At contract inception, it is determined that the customer has contractual ownership of the asset and the Group has an enforceable right to
payment for performance completed to date.
For each performance obligation satisfied over time, the Group recognises revenue over time by measuring the progress towards complete satisfaction
of the performance obligation. The Group uses the cost-based input method to determine satisfaction of the performance obligation by measuring the
labour hours expended, the cost of materials consumed and other costs incurred relative to the total expected costs to be incurred at the contract
inception to satisfy the performance obligation to determine the percentage of completion. The Group then applies the percentage of completion to
the total transaction price to calculate the percentage of revenue to be recognised at a point in time. On a monthly basis, the Group remeasures its
progress towards complete satisfaction of a performance obligation over time.
In almost all cases, the performance obligation is satisfied within one to two months of contract inception.
Rental Income
Rental income on mining equipment is accounted for on a straight-line basis over the term of the rental agreement and is included in revenue in the
statement of profit or loss due to its operating nature.
Dividends
Dividends are recognised when the Group's right to receive payment is established, which is generally when shareholders approve the dividend.
The Group early adopted AASB 15 for the first time for the 30 June 2018 financial year.
2.11 Operating expenses
Operating expenses are recognised in the profit or loss upon utilisation of the services or at the date of their origin. Expenditure for warranties is
recognised and charged against the associated provision when the related revenue is recognised.
2.12 Share-based payments
The Group operates equity-settled share right-based incentive plans for its directors and employees. None of the Group’s plans feature any share
rights for a cash settlement.
All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where directors and
employees are rewarded using share right-based payments, the cost of directors’ and employees’ services is determined by the fair value at the date
when the grant is made using an appropriate valuation model. Market performance conditions and service conditions are reflected within the grant
date fair value.
All share-based remuneration is ultimately recognised in employee benefits expense with a corresponding credit to share rights reserve. If vesting
periods or other vesting conditions apply, the expense is allocated over the vesting period, based on best available estimate of the number of share
rights expected to vest.
28
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Non-market vesting conditions are included in assumptions about the number of share rights that are expected to become exercisable. Estimates are
subsequently revised if there is any indication that the number of share rights expected to vest differs from previous estimates. Any cumulative
adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share rights
ultimately exercised are different to that estimated on vesting.
2.13 Finance costs
All borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period that is
necessary to complete and prepare the asset for its intended use or sale. Other finance and borrowing costs are expensed in the period in which they
are incurred and reported in finance costs.
2.14 Cash
For the purposes of the statement of cash flows, cash includes cash on hand, and at call deposits with banks or financial institutions, net of bank
overdrafts as they are considered an integral part of the Group’s cash management.
2.15 Trade receivables and other receivables
For the accounting policy for the 2019 financial year, see Note 2.2. The following is the accounting policy for the 2018 financial year:
Trade and other receivables are recognised initially at original invoice amounts and have repayment terms between 30 - 60 days. The Group makes
use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance at the amount
equal to the expected lifetime credit losses. In using this practical expedient, the Group uses its historical experience, external indicators and forward-
looking information to calculate the expected credit losses using a provision matrix. The Group allows 1% for amounts that are 90 days past due and
writes off fully amounts that are 120 days past due or for which the Group is aware the receivable will not be recovered.
2.16 Contract assets
The costs incurred to fulfil a contract with a customer are recognised when:
•
•
•
the costs relate directly to a contract or an anticipated contract that the Group can specifically identify;
the costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations of
the future; and
the costs are expected to be recovered.
The revenue for these costs will be recognised in rendering of services.
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance
at the amount equal to the expected lifetime credit losses. In using this practical expedient, the Group uses its historical experience, external indicators
and forward-looking information to calculate the expected credit losses using a provision matrix.
All financial assets, except for those at fair value through profit or loss (FVPL) and equity investments at fair value through other comprehensive
income (equity FVOCI), are subject to review for impairment at least at each reporting date to identify whether there is any objective evidence that a
financial asset or a group of financial assets is impaired.
2.17 Inventories
Inventories include raw materials, work in progress and finished goods and are stated at the lower of cost and net realisable value. Costs comprise all
direct materials, direct labour and an appropriate portion of variable and fixed overheads. Fixed overheads are allocated based on normal operating
capacity. Costs are assigned to inventory using an actual costing system. Net realisable value is the estimated selling price in the ordinary course of
business, less the estimated selling cost of completion and selling expenses.
2.18 Property, plant and equipment
The company changed its accounting policy for land and buildings (see Note 2.5). Initially, land and buildings are brought to account at cost less,
where applicable, any accumulated depreciation. After initial recognition, land and buildings are measured at fair value at the date of revaluation less
any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Plant and equipment are brought to account at cost less, where applicable, any accumulated depreciation or amortisation and impairment. The cost
of fixed assets constructed within the Group includes the cost of materials used in construction, direct labour and an appropriate proportion of fixed
and variable overheads.
The depreciable amount of all fixed assets, including buildings and capitalised leased assets but excluding freehold land, is depreciated over their
useful lives to the consolidated entity commencing from the time the asset is held ready for use. Leasehold improvements are amortised over the
shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The gain or loss on disposal of all fixed assets is determined as the difference between the carrying amount of the asset at the time of disposal and
the proceeds of disposal, and is included in the profit before income tax of the consolidated entity in the year of disposal.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Depreciation Rate
Straight Line
Buildings
Leasehold Improvements
Plant & Equipment
2.5 %
over the term of the lease
3-50 %
29
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Asset sales
Gain and loss on sale of assets is recognised on a net basis. The gain or loss on disposal of assets is brought to account at the date an unconditional
contract of sale is signed, or if a conditional contract is signed, the date it becomes unconditional. In the case of real estate sales under AASB 118 it
becomes unconditional when title passes.
2.19 Intangible assets
Research and Development
Research is recognised as an expense as incurred. Costs incurred on development (relating to the design and testing of new or improved products)
are recognised as intangible assets when it is probable that the project will, after considering its commercial and technical feasibility, be completed
and generate future economic benefits and its costs can be measured reliably. The expenditure capitalised comprises all directly attributable costs,
including costs of materials, services, direct labour and an appropriate proportion of overheads. Other development expenditures that do not meet
these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in
a subsequent period. Capitalised development costs are recorded as intangible assets at cost less any accumulated amortisation and impairment
losses and amortised over the period of expected future sales from the related projects which vary from 5 - 7 years. The carrying value of development
costs is tested annually for impairment when the asset is not yet ready for use, or when events or circumstances indicate that the carrying value may
be impaired.
2.20 Investments and other financial assets
For the accounting policy for the 2019 financial year, see Note 2.2. The following is the accounting policy for the 2018 financial year:
All investments and other financial assets are initially recorded at cost, being the fair value of consideration given plus acquisition costs. Purchases
and sales of investments are recognised at trade date which is the date on which the Group commits to purchase or sell the asset. Accounting policies
for each category of investments and other financial assets subsequent to initial recognition are set out below.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby
the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised
where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished
or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised
in profit or loss.
Classification and subsequent measurement
(i) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market and are
subsequently measured at amortised cost using the effective interest rate method.
The host debt contract of a convertible note is classified as loans and receivables. The host debt contract is measured initially at the residual amount
after separating the embedded option derivative. The host debt contract is subsequently measured at amortised cost using the effective interest rate
method.
(ii) Held-to-maturity investments
Held to maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group's
intention to hold the investments to maturity. They are subsequently measured at amortised cost using the effective interest rate method.
(iii) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss comprise investments in listed and unlisted entities and any non-derivatives that are not classified
as any other category of financial assets, are classified as non-current assets (unless management intends to dispose of the investments within 12
months of the end of the reporting period). After initial recognition, these investments are measured at fair value with gains or losses recognised in
other comprehensive income (financial assets designated at fair value through OCI revaluation reserve). Where there is a significant or prolonged
decline in the fair value of a financial asset designated at fair value through other comprehensive income (which constitutes objective evidence of
impairment) the full amount including any amount previously charged to other comprehensive income is recognised in profit or loss.
Purchases and sales of financial assets at fair value through profit or loss are recognised on settlement date with any change in fair value between
trade date and settlement being recognised in other comprehensive income. On sale, the amount held in financial asset designated at fair value
through other comprehensive income reserves associated with that asset is recognised in profit or loss as a reclassification adjustment.
Investments in subsidiaries, associates and joint venture entities are accounted for in the consolidated financial statements as described in note 2.6,
2.7 and 2.8.
Reversal of impairment losses on equity instruments classified as financial assets at fair value through other comprehensive income cannot be
reversed through profit or loss. Reversal of impairment losses on debt instruments classified as financial assets at fair value through other
comprehensive income can be reversed through profit or loss where the reversal relates to an increase in the fair value of the debt instrument occurring
after the impairment loss was recognised in profit or loss.
30
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The fair value of quoted investments is determined by reference to Securities Exchange quoted market bid prices at the close of business at the end
of the reporting period. For investments where there is no quoted market, fair price is determined by reference to current market value of another
instrument which is substantially the same or is calculated based on the expected cash flows of the underlying net asset base of the investment.
(iv) Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are measured at amortised cost using the effective interest rate method.
(v) Derivatives
Share options embedded in a convertible note are not closely related to the debt host contract and are separated from the host debt contract and
accounted for as a separate derivative. The share options are initially measured at fair value using the Black Scholes model or the listed market price
if one exists. Other share options are classified as a derivative and initially measured at fair value net of transaction costs. Subsequent adjustments
to fair value of the share options are taken to profit or loss.
The Group does not use derivative financial instruments such as forward exchange contracts and interest rate swaps to mitigate risks associated with
interest rate and foreign exchange fluctuations.
(vi) Financial assets at fair value through profit or loss
Financial assets are classified at "fair value through profit or loss" when they are held for trading for the purpose of short-term profit taking or if it is a
derivative that is not designated as a hedge. Such assets are subsequently measured at fair value with changes in carrying amount being included
in profit or loss.
2.21 Trade and other payables
These amounts represent unpaid liabilities for goods received and services provided to the Group prior to the end of the financial year. The amounts
are unsecured and are normally settled within 30 to 60 days, except for imported items for which 90 or 120 day payment terms are normally available.
2.22 Borrowings
All loans and borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the profit or loss statement over the
period of the loans and borrowings using the effective interest method. Bank loans are subject to set-off arrangements.
2.23 Employee benefit provisions
Salary, wages and annual leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled wholly within 12 months of the end of the
reporting period are recognised in other liabilities or provision for employee benefits in respect of employees' services rendered up to the end of the
reporting period and are measured at amounts expected to be paid when the liabilities are settled.
Long service leave
Liabilities for long service leave are recognised as part of the provision for employee benefits and measure as the present value of expected future
payments to be made in respect of services provided by employees to the end of the reporting period using the projected unit credit method.
Consideration is given to expected future salaries and wages levels, experience of employee departures and period of service. Expected future
payments are discounted using high quality corporate bond rates at the end of the reporting period with terms to maturity that match as close as
possible, the estimated future cash outflows.
Retirement benefit obligations
The Group contributes to defined contribution superannuation funds for employees. All funds are accumulation plans where the Group contributed
various percentages of employee gross incomes, the majority of which were as determined by the superannuation guarantee legislation. Benefits
provided are based on accumulated contributions and earnings for each employee. There is no legally enforceable obligation on the Group to contribute
to the superannuation plans other than requirements under the superannuation guarantee legislation. Contributions are recognised as expenses as
they become payable.
2.24 Income tax
The income tax expense for the period is the tax payable on the current period's taxable income based on the notional income tax rate for each
jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities
and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets are only recognised for deductible temporary differences, between carrying amounts of assets and liabilities for financial reporting
purposes and their respective tax bases, at the tax rates expected to apply when the assets are recovered or liabilities settled, based on those tax
rates which are enacted or substantially enacted for each jurisdiction. Exceptions are made for certain temporary differences arising on initial
recognition of an asset or liability if they arose in a transaction other than a business combination that at the time of the transaction did not affect either
accounting profit or taxable profit.
Deferred tax assets are only recognised for deductible temporary differences and unused tax losses if there is reasonable certainty that future taxable
amounts will be available to utilise those temporary differences and losses.
31
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in
subsidiaries, associates and interests in joint ventures where the parent entity is able to control the timing of the reversal of the temporary differences
and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances relating to amounts recognised directly in other comprehensive income or equity are also recognised directly in
other comprehensive income or equity.
PPK Group Limited and its wholly owned Australian subsidiaries have implemented the tax consolidation legislation and entered into a tax sharing
agreement for the whole of the financial year, where each subsidiary will compensate PPK Group Limited for the amount of tax payable that would be
calculated as if the subsidiary was a tax paying entity. PPK Group Limited is the head entity in the tax consolidated group. The separate taxpayer
within a group approach has been used to allocate current income tax expense and deferred tax expense to wholly-owned subsidiaries that form part
of the tax consolidated group. PPK Group Limited has assumed all the current tax liabilities and the deferred tax assets arising from unused tax losses
for the tax consolidated group via intercompany receivables and payables because a tax funding arrangement has been in place for the whole of the
financial year. The amounts receivable/payable under tax funding arrangements are due upon notification by the head entity. Interim funding notices
may also be issued by the head entity to its wholly-owned subsidiaries in order for the head entity to be able to pay tax instalments.
2.25 Dividends
Provision is made for dividends declared, and no longer at the discretion of the Group, on or before the end of the financial year but not distributed at
the end of the reporting period.
2.26 Leases
Leases of property, plant & equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases and
capitalised at inception of the lease at the fair value of the leased property, or if lower, at the present value of the minimum lease payments. Lease
payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.
Leases where the lessor retains substantially all the risks and rewards of ownership of the net asset are classified as operating leases. Payments
made under operating leases (net of incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the
lease.
When assets are leased out under finance leases, the present value of the lease payments is recognised as a lease receivable. The difference
between the gross receivable and the present value of the receivable is recognised as unearned finance income.
Lease income is recognised over the lease term using the net investment method which reflects a constant periodic rate of return. Lease income from
operating leases is recognised in profit or loss on a straight-line basis over the lease term. Initial direct costs incurred in negotiating operating leases
are added to the carrying value of the leased asset and recognised as an expense over the lease term on the same basis as the lease income.
2.27 Significant accounting judgements, estimates and assumptions
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or
liabilities in future periods.
Significant Management Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant effect
on the amounts recognised in the consolidated financial statements.
Recognition of Fixed Contract Revenues
Recognising the stage of completion for fixed price contracts and applicable work in progress requires significant judgement in determining the actual
work completed and the estimated amount of labour and materials required to complete the work (see Note 2.10).
Impairment of raw materials and finished goods
Management has used significant judgement to determine the net realisable value, based on the most reliable evidence available at the time the
estimates are made, of the amount that inventories are expected to realise and the estimate of costs to complete (see Note 2.17). The net realizable
value is based on management’s analysis of stock movements for all individual stock items:
For CoalTrams, heavy machinery, pneumatic, hydraulic and small mining equipment parts there is a four step process:
1. Management reviews the stock items which had no sales during the year and:
•
Provides for 50% of the inventory value as impaired for those stock items which have no sales for more 1 year.
2. Management then reviews the remainder of the stock items and, for those which management consider to be slow moving:
Provides for 15% of the inventory value as impaired for those stock items with stock holdings of 1 to 2 years;
Provides for 35% of the inventory value as impaired for those stock items with stock holdings of 2 to 3 years;
Provides for 55% of the inventory value as impaired for those stock items with stock holdings of 3 to 4 years;
Provides for 75% of the inventory value as impaired for those stock items with stock holdings of 4 to 5 years;
Provides for 95% of the inventory value as impaired for those stock items with stock holdings of more than 5 years.
•
•
•
•
•
32
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
3. Management then reviews the remainder of the stock items, forecasts future stock sales for the next 1 year and, for those stock items which
appear to be in excess of sales, an impairment provision is made using the same formulas as that of slow moving stock.
4. Finally, management then performs a review of the remainder of the stock items to determine the net realisable value and, if any additional
impairment provisions should be made or if there is a reversal of the impairment provisions made in previous years.
The review done in the 2019 financial year resulted in an inventory reversal of previous provisions of $0.483M (2018: $0.783M increase in the
inventory impairment provision) (see Note 2.17 and Note 15) to account for inventories to net realisable value and a total provision of $5.524M
(2018: $6.171M).
Impairment of work in progress
Management has used significant judgement to determine the net realisable value, based on the most reliable evidence available at the time the
estimates are made, of the amount that work in progress are expected to realise and the estimate of costs to complete (see Note 2.17). The net
realizable value is based on management’s analysis of work in progress for individual jobs on a three step process:
1. Provides for 50% of the work in progress value as impaired for those jobs which have been in progress for more than 6 months;
2. Management then performs a review of these jobs to determine if any specific jobs will be completed and total costs will be less than the
expected revenue to determine if any jobs should be removed from the impairment provision
3. Reviews individual jobs that are less than 6 months old to determine if they will be completed, total costs will be less than the expected revenue
to determine if any additional impairment provision should be made to determine net realisable value.
Impairment of intangibles – development costs
Intangible assets not yet ready for use require an annual impairment test. Management has used significant judgement to determine there was no
objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the intangible asset which might have
an impact on the estimated future cash flows from the investment that can be reliably estimated. Based on the information available to Management,
there was no impairment charge of the intangibles at the reporting date (2018: $0.056M) (see Note 2.19 and Note 21).
Key assumptions include customer projections of future capital spend for load haul dump machines and mantransporters and a discount rate of 6.22%.
Impairment of non-current assets
Management has used significant judgement to evaluate conditions specific to the Group that indicate individual assets may be impaired in relation to
property, plant and equipment. Based on the information available to Management, there were no such indicators at the reporting date.
Financial assets at fair value through profit or loss
Management has used significant judgement to determine whether each of its listed investments at each reporting date are impaired. As all the listed
investments were sold during prior to the reporting date, there will be no impairment of the Group's investments in listed companies at the reporting
date (2018: nil).
Investment in joint venture
Management has used significant judgement to determine there was no objective evidence of impairment as a result of one or more events that
occurred after the initial recognition of the investment which might have an impact on the estimated future cash flows from the investment that can be
reliably estimated. Based on the information available to Management, there was no impairment indicators for the investments in a joint venture at
the reporting date (see Note 18).
Deferred Tax Asset
Deferred tax asset is only recognised to the extent that there is reasonable certainty of realising future taxable amounts sufficient to recover the
carrying value. Due to carry forward tax losses and an expectation that the current challenging industry conditions would continue in the short term,
the Directors assessed that deferred tax assets would only be recognised to the extent of, and offset against, available deferred tax liabilities.
No deferred tax assets were recognised during the year. No impairment of previously recognised deferred tax assets was recognised during the year
(2018: $nil). Refer Note 6 for further details.
2.28 Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of PPK Group Limited, by the weighted average number of ordinary
shares outstanding during the financial year, adjusted for bonus elements in ordinary shares during the year.
Diluted earnings per share
Earnings used to calculate diluted earnings per share are calculated by adjusting the basic earnings by the after-tax effect of dividends and interest
associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of
shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
2.29 GST
Revenues and expenses are recognised net of GST except where GST incurred on a purchase of goods and services is not recoverable from the
taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item.
33
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority
is included as part of receivables or payables in the balance sheet. Cash flows are included in the cash flow statement 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. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
authority.
2.30 Going concern
The financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the
realisation of assets and settlement of liabilities in the normal course of business.
As disclosed in the 2018 Annual Report, the focus for the Group has been on the Mining Segment in 2019. The industry has continued to turn
around in the 2019 financial year as is evidenced by the sale of seven used CoalTrams. The Mining Segment increased revenues by 17% this
financial year and achieved a profit of $3.765M (see Note 3.1) (2018: $0.253M), an increase of $3.512M.
On 29 August 2019, being the date of approval of the financial report, the Directors believe it is appropriate to prepare the financial report on a going
concern basis. In making this assessment the Directors have identified and considered:
•
•
•
•
•
•
•
•
During the whole the of 2019 financial year, and at all times subsequent, the Group has been able to meet its obligations as and when
they fell due;
The Group has current assets of $21.747M, of which $11.496M is highly liquid, with net working capital of $13.235M;
PPK paid an interim dividend of $0.01 per share and declared a final dividend of $0.01 per share;
The Group has no fixed interest debt financing required to be paid and the Directors are confident that additional debt financing would be
available, if required;
The Group has a debtor facility finance from a non-bank lender that enables the Group to borrow up to 80% of the value of its receivables
from its international publicly listed mining companies which is secured against the total receivables of PPK Mining Equipment Pty Ltd of
$7.021M and the Directors are confident that the sale of these assets would be sufficient to discharge the debtor finance facility, if
required;
Industry conditions and the operating performance of the group’s mining equipment segment is improving, the Group sold seven used
CoalTrams in the 2019 financial year and is currently responding to enquiries for the sale of new CoalTrams with a number of customers;
The Group had two capital raising during the year for a total of $6.285M, has a history of strong support from the majority of shareholders
and has an expectation that this will continue;
The Group has a joint venture with Deakin University to commercialise Deakin University’s patented Boron Nitride Nanotubes (BNNT)
manufacturing technology. The joint venture is in the process of building the manufacturing plant and on 5 June 2019 Deakin University
advised the Group that they are continuing to produce BNNT in the laboratory and the project is progressing well and in accordance with
the program schedule.
NOTE 3 SEGMENT INFORMATION
The Group applies AASB 8 Operating Segments whereby segment information is presented using a "management approach" i.e. segment information
is provided on the same basis as information used for internal reporting purposes by the chief operating decision makers.
Operating segments have been determined on the basis of reports reviewed by the Directors. The Directors are considered to be the chief operating
decision makers of the Group. The reportable segments for 30 June 2019 are as follows:
• the Mining Equipment Segment includes the design, manufacture, service, support and distribution of CoalTrams and other diesel vehicles,
alternators, electrical equipment, drilling and bolting equipment and mining consumables and the hire of underground coal mining equipment;
• the Technology Segment includes a range of new technology ventures, primarily associated with the commercialisation of Boron Nitride
Nanotubes (BNNT), plus other ventures that operate in the technology sector
• the Investing Segment includes the management of debt and equity investments (shares in listed and unlisted investments and associated
entities)
The reportable segments for 30 June 2019 include a technology segment as a result of the investment in the joint venture (see Note 18).
Notes
2.10
2.10
2.10
3.1 Year ended 30 June 2019
Reportable Segments
Revenue from contracts with customers
Sale of goods
Rendering of service
Rental income
Other income
Net profit on disposal of property, plant and equipment
Net gain on sale of FVTPL financial assets
Interest income
Sundry income
Total revenue and other income
Technology
$000
Investing
$000
Mining
Equipment
$000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
618
10
-
628
628
14,355
24,566
2,011
40,932
198
-
-
19
217
41,149
41,777
Total
$000
14,355
24,566
2,011
40,932
198
618
10
19
845
34
NOTE 3 SEGMENT INFORMATION (continued)
Reportable Segments
Notes
Technology
Investing
Mining
Equipment
$000
$000
$000
Expenses include
Employee benefits expenses
Defined contribution superannuation expenses
Administration expenses
Rental expense on operating lease
Allowance for credit losses
Warranty costs
Depreciation and amortisation
Impairment of financial assets at fair value
through profit or loss
Reversal of inventory impairment
Acquisition costs
Cost of sales
Research expenses
Interest expense – director related entities
Interest expense – other
Total expenses
Segment profit (loss)
Reconciliation of segment net profit to group net profit before tax
Amounts not included in segment profit but reviewed by the Board:
Unallocated corporate expense
Unallocated share based payment expense
Consolidated operating (loss) before income tax
Income tax expense benefit (expense)
Consolidated profit after income tax attributable to owners of PPK Group Limited
Non-current assets
Segment assets
Unallocated
Total assets
Segment liabilities
Unallocated
Total liabilities
3.2 Year ended 30 June 2018
Revenue from contracts with customers
Sale of goods
Rendering of services
Rental income
Other income
Net gain on sale of available-for-sale financial assets
Other segment income
Total Revenue and other income
-
-
25
-
-
-
-
-
-
135
160
-
-
-
-
-
-
-
5
-
-
-
-
2
-
-
7
-
-
-
-
7
(160)
621
19,340
19,357
19,357
-
-
-
-
-
-
-
-
-
-
-
-
-
1
1
2
2
Total
$000
2,765
247
3,230
2,030
102
10
754
2
(483)
135
8,792
28,492
-
124
143
37,551
4,226
(2,105)
(321)
1,800
-
1,800
26,251
47,875
157
48,032
8,512
-
8,512
13,452
19,738
1,917
35,107
1
74
75
2,765
247
3,200
2,030
102
10
754
-
(483)
-
8,625
28,492
-
124
143
37,384
3,765
6,911
28,518
-
28,518
8,512
-
8,512
13,452
19,738
1,917
35,107
-
73
73
35,180
35,182
35
NOTE 3 SEGMENT INFORMATION (continued)
Reportable Segments
Notes
Expenses include
Employee benefits expenses
Defined contribution superannuation expenses
Administration expenses
Rental expense on operating lease
Warranty costs
Depreciation and amortisation
Impairment of available-for-sale financial assets
Impairment of plant and equipment
Impairment of intangible
Inventory write-down
Net loss on disposal of fixed assets
Cost of sales
Research and development
Interest expense – director related entities
Total expenses
Segment profit (loss)
Reconciliation of segment net profit to group net profit before tax
Amounts not included in segment profit but reviewed by the Board:
Unallocated corporate expense
Consolidated operating (loss) before income tax
Income tax expense benefit (expense)
Consolidated profit after income tax attributable to owners of PPK Group Limited
Non-current assets
Segment Assets
Unallocated
Total Assets
Segment Liabilities
Unallocated
Total Liabilities
Investing
$000
-
-
-
10
-
-
-
48
-
-
-
-
58
-
-
-
58
(56)
-
471
-
471
-
-
-
Mining
Equipment
$000
3,503
289
2,227
1,985
104
1,240
-
465
56
783
254
10,906
23,647
217
157
34,927
253
6,327
23,044
-
23,044
7,889
-
7,889
Total
$000
3,503
289
2,237
1,985
104
1,240
48
465
56
783
254
10,964
23,647
217
157
34,985
197
(1,758)
(1,561)
-
(1,561)
6,327
23,515
218
23,733
7,889
354
8,243
3.3 Geographic location of Customers
The Group primarily operates in Australia with less than 1% of its revenue from the mining equipment segment from customers located
overseas.
The geographical location of receivables, relating to these sales, is disclosed in Note 29.2 of these accounts.
3.4 Customer Concentration
The mining equipment segment revenue are concentrated on the top three customers as follows:
Customer 1
Customer 2
Customer 3
Notes
Consolidated Entity
2019
$000
14,476
9,591
5,551
2018
$000
12,813
6,330
4,474
36
NOTE 4 SHARE BASED PAYMENT EXPENSE
The company has two shared payment programs for employee remuneration; the Employee Share Plan and the Long Term Incentive Plan.
Exempt Employee Share Plan (ESS)
The Board has the ability to determine the terms and conditions on which qualifying employees may be invited to participate in the ESS. In this
reporting period, the Board offered those qualifying employees to apply for up to $1,000 worth of fully paid ordinary shares in the capital of PPK. A
total of 119 employees accepted the offer and were issued 0.192M shares from treasury stock in January 2019. Employees are restricted selling,
transferring or otherwise dealing with their shares for three years while they are an employee of the Group.
Long Term Incentive Plan (LTI)
PPK has a LTI in place which is managed as a Trust on behalf of an executive director, executives and senior managers of the Group. The
Directors determine who will be offered Performance Rights, which can be converted to PPK shares on a one-for-one basis subject to the PPK
share price meeting set price targets and the executive director and employees continuing their employment to the vesting date. The LTI was
approved by shareholders at the Annual General Meeting on 27 November 2018.
At the time that the Directors set the share price targets, PPK shares were trading at $0.21 per share and the performance rights to be issued
were 2,920,000. As a result of the increase in PPK’s share price, the share price targets were met and the vesting conditions are now subject to
the executive director and employees continuing their employment to the vesting dates. However, the Board considered that as the intent was to
reward the executive director, executives and senior managers with a value of shares equivalent to their total remuneration to be realised over a
period of time, the ASX announcement on 13 November 2018 for the Group to acquire 100% of the shares in AICIC, and the resulting strategic
50% holding in BNNT Technology Limited led to a significant increase in the PPK share price in a short period of time and that this was not the
direct outcome of the executive director, executives or senior managers actions.
As a result, in July 2019 post year end, the board offered a lesser number of performance rights, based on the higher share price, to the executive
director, executives and senior managers that would deliver a comparative total remuneration value and the board has considered this to be no
change in the original vesting conditions. The share price targets, based on a 5 trading day volume weighted average price, the vesting conditions
and the total number of performance rights offered, as modified in July 2019, are:
Share Price Targets
Vesting Conditions
$0.30 per share by 1 January 2019
$0.40 per share by 1 January 2020
$0.50 per share by 1 January 2021
$0.60 per share by 1 January 2021
Fully vest on 1 January 2020
Fully vest on 1 July 2020
Fully vest on 1 January 2021
Fully vest on 1 July 2021
Original No of
Performance
Rights
Amended No of
Performance
Rights
730,000
730,000
730,000
730,000
2,920,000
260,000
260,000
260,000
260,000
1,040,000
Under the Trust Deed, PPK can issue shares to the Trustee or fund the purchase of PPK shares, in the open market, on behalf of the Trustee. Once
this occurs, the Trustee will hold the PPK shares on behalf of the participants until such time that the vesting conditions for Performance Rights are
met. Once the vesting conditions are met, the participants can apply to have the shares sold or transferred to the applicable participant.
The fair value of the Performance Rights granted were determined using a Monte Carlo Simulation Methodology for 1.000M simulations for each
tranche with a valuation date of 27 November 2018. The following principal assumptions were used in the valuation:
Performance Condition
5 day VWAP to be equal to or exceed share price
Performance Period
Period to achieve performance condition
Non-market based vesting condition
Period to remain employed by Company
Amended number of shares to be issued if conditions met
Original number of shares to be issued if conditions met
Key Inputs
Valuation Date
PPK share price at start of Valuation Date
Risk-free Rate[1)
Dividend Yield
Volatility[2)
Tranche 1
$0.30
Tranche 2
$0.40
Tranche 3
$.050
Tranche 4
$0.60
1.15
13.14
260,000
730,000
27/11/18
$0.50
1.95%
0.00%
54.00%
13.14
19.12
260,000
730,000
27/11/18
$0.50
2.01%
0.00%
54.00%
25.17
25.17
260,000
730,000
27/11/18
$0.50
2.02%
0.00%
54.00%
25.17
31.11
260,000
730,000
27/11/18
$0.50
2.05%
0.00%
54.00%
Fair Value of the Performance Right
$0.500
$0.500
$0.486
$0.430
1. The risk-free rate was determined to be the yield to maturity of an Australian government security on the Valuation Date with a term equal to
the later of: (a) the performance period to achieve condition; and (b) the earliest the Right can vest for each tranche.
2. The volatility was determined to be the standard deviation of the continuously compounding daily change in price of the Company’s shares
over a 13 month period being the term of Tranche 1.
37
NOTE 5 CASH FLOW INFORMATION
Notes
Consolidated Entity
2019
$000
2018
$000
5.1 Reconciliation of profit (loss) after income tax to the cash provided by operating
activities
Profit (loss) after income tax attributed to owners of PPK Group Limited
1,800
(1,561)
Cash flows in operating activities but not attributable to operating result:
Non-cash flows in operating profit:
Unrealised foreign exchange (gain) loss
Amortisation
Depreciation
Interest accrued
Impairment of financial assets at fair value through profit or loss
3.1
Impairment of plant and equipment
Impairment of intangibles
Share based payments
Loss (profit) on sale of financial assets at fair value through profit or loss
Loss (gain) on sale of plant & equipment
Changes in assets and liabilities:
Decrease (increase) in trade and other receivables
Decrease (increase) in prepayments
Decrease (increase) in inventories
(Decrease) increase in provisions
(Decrease) increase in trade creditors and accruals
Net cash (used in) provided by operating activities
5.2 Reconciliation of Cash
For the purposes of the cash flow statement, cash includes:
Cash on hand
Call deposits with financial institutions
3.1, 28
3.1
12
5.3 Non cash financing activities – fair value of shares issued for AICIC consideration (Note 17)
NOTE 6 INCOME TAX EXPENSE
(a) The prima facie tax payable (benefit) on the profit (loss) before income
tax is reconciled to the income tax expense as follows:
Profit (loss) before tax
Prima facie tax payable (benefit) at 27.5% (2018: 30%)
(Non-assessable income) non-deductible expenses
Current year losses for which no deferred tax asset was recognised
Current year temporary differences for which no deferred tax asset or liability
was recognised
Income tax expense (benefit)
The applicable weighted average effective tax rates are as follows:
(b) The components of tax expense comprise:
Current tax
Deferred tax
(Over) provision in respect of prior years
Income tax expense (benefit)
(c) Deferred tax recognised on Financial Asset at Fair Value Through OCI
Reserve relating to valuing investments at fair value
(4)
-
758
-
2
-
-
321
(618)
(198)
(2,723)
(457)
(1,052)
(626)
1,096
(1,701)
1
1,046
1,047
1,800
(495)
41
(38)
(498)
-
0%
-
-
-
-
-
-
39
1,218
(5)
48
465
56
-
-
254
(532)
(219)
490
(545)
116
(176)
1
1,311
1,312
(1,561)
(468)
6
1,272
(810)
-
0%
-
-
-
-
-
38
NOTE 6 INCOME TAX EXPENSE (continued)
(d) Not recognised in the Statement of Financial Position
Unrecognised deferred tax assets/deferred tax liabilities
Tax losses
Temporary differences
Total
Movements
Opening balance
Tax losses not recognised current year
Adjustment for change in applicable tax rate
Adjustment in respect of current income tax of previous years
Temporary differences not recognised current year
Closing balance
NOTE 7 AUDITORS' REMUNERATION
Remuneration of the auditor of the Group and parent entity for:
- auditing or reviewing the financial report
Grant Thornton
- non audit services (Employee Share Scheme advice)
Grant Thornton
NOTE 8 KEY MANAGEMENT PERSONNEL REMUNERATION
8.1 Key management personnel remuneration
Short-term benefits
Post-employment benefits
4,903
(188)
4,715
7,673
(38)
(639)
(1,783)
(498)
4,715
7,335
338
7,673
7,742
1,272
-
(531)
(810)
7,673
$
$
118,000
127,000
7,600
125,600
9,500
136,500
$
1,126,084
25,000
1,151,084
$
840,280
27,250
867,530
During the reporting period, the Group recognises the Directors and the Chief Financial Officer/Chief Operating Officer as being the only key
management personnel. See the Directors’ Report for details of their remuneration policy and benefits.
8.2 Equity Instruments
An Executive Director and the Chief Financial Officer/Chief Operating Officer participate in the PPK Long Term Incentive Plan and will be
issued 400,000 performance rights and 300,000 performance rights respectively, subject to retention of their services to meet the vesting
conditions. The issuance of performance rights to the Executive Director was approved by the shareholders at the Annual General Meeting
on 27 November 2018.
During the 2014 reporting year, PPK Group Ltd issued certain directors and key executives 15.500M shares at an issue price of $0.70 per
share and provided the directors and executives with a non-recourse loan to pay for the shares. The terms of the non-recourse loan provide
no obligation on the senior executive to repay the full amount of the outstanding loan balance and the Group has the option to sell or buy-
back the plan shares as full satisfaction of the outstanding loan balance. The non-recourse loan expired on 27 April 2017.
At the Annual General Meeting on 20 November 2017, shareholders approved a special resolution to selectively buy back and cancel the
15.500M shares issued in 2014 to certain Directors and key executives as full satisfaction of the outstanding non-recourse loan balance. The
shareholders also approved the issue of 4,181,928 shares to Directors (see Note 27.1 for further information).
8.3 Loans
There were no loans or advances to key management personnel or their related parties in the current financial or previous financial years.
39
NOTE 9 DIVIDENDS
Notes
(a) Dividends paid
2019 1 cent interim ordinary fully franked dividend was declared or paid
(2018: nil)
2018 No final ordinary dividend was declared or paid
(2017: nil)
(b) Dividends declared after balance date
The directors have declared a 1 cent final ordinary fully franked dividend for
the 2019 financial year.
(c) Franked dividends
Franking credits available for subsequent financial years based on a tax rate
of 27.5% (2018 – 30%)
Consolidated Entity
2019
$000
712
-
-
825
2018
$000
-
-
-
-
1,402
1,988
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
(a) franking credits that will arise from the payment of the current tax liability;
(b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date;
(c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date; and
(d) franking credits that may be prevented from being distributed in subsequent financial years.
The consolidated amounts include franking credits that would be available to the parent entity if distributable profits of subsidiaries were paid
as dividends.
NOTE 10 EARNINGS PER SHARE
Basic earnings per share (cents per share)
Continuing operations
Diluted earnings per share (cents per share)
Continuing operations
(a) Reconciliation of Earnings to Net Profit
Earnings used in calculating Basic and Dilutive EPS
(b) Weighted average number of ordinary shares outstanding during the year used in
calculation of basic EPS
(c) Weighted average number of potential ordinary shares outstanding during the year used in
calculation of diluted EPS)
NOTE 11 PARENT ENTITY INFORMATION
2.6
2.6
(2.3)
(2.3)
$000s
$000s
1,800
(1,561)
No.
No.
70,135,788
66,430,702
70,480,666
66,430,702
The following detailed information relates to the parent entity, PPK Group Limited at 30 June 2019. The information presented here has been
prepared using consistent accounting policies as presented in Note 2.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Contributed equity [1]
Retained earnings
Total equity
Profit (loss) for the year (including impairments) [2]
Other comprehensive income (loss) for the year
1,177
32,765
33,942
9
9,041
9,050
24,892
47,743
(22,851)
24,892
(5,859)
-
175
17,378
17,553
3
-
3
17,550
34,542
(16,992)
17,550
(357)
-
Total comprehensive income (loss) for the year
[1] In addition to the Parent Entity contributed equity, the Group’s consolidated Contributed Equity includes Treasury Shares of $0.220M
(see Note 27.4).
(5,859)
(357)
[2]Non-current asset balances include investments in subsidiaries which are held at cost. As a result of adopting AASB 9 Financial
Instruments, the investments in the property entities have been impaired to ensure they are carried at no more than their recoverable
amount. The total amount of the impairment was $7.733M.
See Note 31 for contingent assets and liabilities.
40
NOTE 12 CASH AND CASH EQUIVALENTS – CURRENT
Cash at bank and on hand
Notes
5.2
NOTE 13 TRADE AND OTHER RECEIVABLES - CURRENT
Current
Trade receivables
Less: allowance for credit losses
Consolidated Entity
2019
$000
1,047
8,757
(102)
8,655
2018
$000
1,312
5,454
-
5,454
NOTE 14 CONTRACT ASSETS - CURRENT
Contract assets
1,794
1,779
Carrying amount at start of year
Revenue recognised in the reporting period
Revenue to be recognised for rendering services
Carrying amount at end of year
1,779
(1,779)
1,794
1,794
Contract assets are recognised as a result of implementing AASB 15 Revenue from Contracts with Customers.
NOTE 15 INVENTORIES - CURRENT
At net realisable value
Raw materials
Finished goods
Work in progress
322
4,659
4,270
9,251
-
-
1,779
1,779
511
3,711
3,975
8,197
During 2019 $17.531M (2018: $14.874M) was recognised as an expense for inventories carried at net realisable value. This is recognised
in cost of sales.
During the year, the Group reversed previous impairment provisions of $0.483M to account for inventories to net realisable value (2018:
$0.783M increase in inventory impairment provision) (see Note 2.27 and Note 3.1).
NOTE 16 OTHER CURRENT ASSETS
Prepayments
NOTE 17 FINANCIAL ASSETS – CURRENT
Financial assets at fair value through profit or loss/Available-for-sale
Opening balance
Additions at cost
Fair value adjustments
Impairment
Disposals
1,000
543
118
-
-
-
(118)
-
275
-
(70)
-
(87)
118
On adoption of AASB 9 on 1 July 2018, the Available for sale classification no longer exists, assets previously classified as Available for
sale are now Fair value through the profit or loss. There was no change to the carrying value of these assets as a result of this change.
41
NOTE 18 INVESTMENT IN A JOINT VENTURE ACCOUNTED FOR USING THE EQUITY METHOD – NON - CURRENT
Investment in joint venture
Notes
Consolidated Entity
2018
2019
$000
19,340
$000
18.1
Summarised financial information at 30 June 2019 for BNNT Technology Limited is set out below:
Current assets[1]
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Includes cash and cash equivalents[1]
2,462
3,423
5,885
137
-
137
5,748
2,443
BNNT Technology Limited earned nil revenue and incurred a loss of $0.100M from the acquisition date of 22 March 2019 to 30 June 2019.
The Group has not included its 50% interest in profit (loss) and comprehensive income (loss) in its 30 June 2019 financial statements as it
did not receive this information until Monday, 21 August 2019. This has not been included in profit or loss due to the timing of receipt of the
information and the directors do not consider material to the results.
BNNT Technology Limited has the following commitments to Deakin University:
•
•
•
•
an initial $0.500M payment for Deakin University to develop a research plan for the Company; and
a $2.000M per annum payment for research funding once the Company’s revenue exceeds $5.000M per annum.
a commitment to generate $50.000M of gross revenues within the first three years after the Evaluation Completion Date; and
a quarterly royalty payment of 5% of the gross revenue received by or payable to the Company or any of its sub-licensees.
18.2 Acquisition of AICIC
On 22 March 2019, the Group acquired 100% of the shares in AIC Investment Corporation Pty Ltd (AICIC), a Queensland based company,
The acquisition was made to obtain the 50% shareholding that AICIC had in BNNT Technology Limited, a joint venture with Deakin
University, by way of a contracted shareholder agreement with Deakin University and others, to commercialise Deakin University’s
patented Boron Nitride Nanotubes manufacturing technology. The Group now owns 50% of BNNT Technology Limited, a company
registered in Queensland and having its head office at Level 27, 10 Eagle Street, Brisbane, Queensland 4000.
The details of the business combination are as follows:
Fair value of shares issued
Fair value of contingent consideration
Cash
Recognised amounts of identifiable assets
Cash
Other receivables
Investment in a joint venture
Payables
Identifiable net assets (deficiency)
Cash paid
Net cash acquired (
Net cash outflow (included in cash flows from investing activities)
Transaction costs of the acquisition (included in cash flows from operating activities)
Net cash paid relating to acquisition
Notes
27
26
$000
6,650
9,041
3,600
19,291
17
9
19,340
75
19,291
3,600
(17)
3,583
135
3,718
The acquisition has been accounted for provisionally as management is still finalising certain aspects of the purchase price accounting. In
particular, management has not finalised the Allocable Cost Amount and, as such, any potential tax assets or liabilities have yet to be
determined.
Consideration transferred
The acquisition of the joint venture was settled with the issuance of 8,624,482 PPK shares at a 5 day volume weighted average price per
share of $0.7728 for a total consideration of $6.650M and a contingent consideration of $9.041M (see Note 26).
Acquisition related costs of $0.184M are not included as part of consideration transferred and have been recognised as an expense in the
consolidated financial statements of profit or loss, as part of other expenses.
42
NOTE 18 INVESTMENT IN A JOINT VENTURE ACCOUNTED FOR USING THE EQUITY METHOD – NON – CURRENT (continued)
Identifiable net assets
The fair value of other receivables acquired as part of the business combination amounted to $0.009M. As at the acquisition date, the
Group’s best estimate of the contractual cash flow not expected to be collected is nil.
AICIC contribution to Group results
AICIC incurred a loss of $0.025M from the acquisition date of 22 March 2019 to 30 June 2019. Including its share of the loss of BNNT
Technology Limited of $0.050M as noted in 18.1, the combined loss from the acquisition date of 22 March 2019 to 30 June 2019 would
have been $0.075M. There was no revenue during this period. If AICIC had been acquired on 1 July 2018, revenue of the Group for 2019
from AICIC would have been nil and the losses for the year from AICIC would have increased by $0.300M.
18.3 Investment in Associates
Summary of movement in carrying value
Opening balance
Impairment
Notes
Consolidated Entity
2018
2019
$000
$000
-
-
-
19
(19)
-
Unlisted entities
Ownership Interest
2019
2018
Details of units held in associated trusts
Nerang Street Southport Project Trust
PPK Willoughby Funding Unit Trust
Nerang Street Southport Project Trust
2019
%
0%
22.86%
2018
%
18.75%
22.86%
Units Held
Units Held
$1 Each
$1 Each
-
40
40
275
40
315
The Group is a passive investor in the Trust, alongside other investors, and owns 100% of the share capital in the trustee
company, PPK Southport Pty Ltd. PPK Directors R Levison, G Molloy and G Webb are directors of the Trust.
The Group sold the units in the Nerang Street Southport Project Trust in August 2018.
PPK Willoughby Funding Unit Trust
The Group is a passive investor in the Trust, alongside other investors, and owns 100% of the share capital in the trustee company
PPK Willoughby Holdings Pty Ltd. PPK Directors R Levison, G Molloy and G Webb are directors of the Trust.
The Trust’s principal place of business is Level 27, 10 Eagle Street, Brisbane, QLD 4000. In the 2018 financial year the impaired
loan was written off.
NOTE 19 PROPERTY PLANT AND EQUIPMENT – NON – CURRENT
Land and buildings – at cost
– at valuation
Less: Accumulated depreciation
Plant and equipment – at cost
Less: accumulated depreciation and impairment
-
1,500
-
1,500
9,036
(5,197)
3,839
1,264
-
(89)
1,175
9,494
(4,934)
4,560
Total property, plant and equipment of continuing operations
5,339
5,735
43
NOTE 19 PROPERTY PLANT AND EQUIPMENT – NON – CURRENT (continued)
Land & Buildings
Consolidated – 2019
Carrying amount at start of year
Revaluation
Additions
Disposals
Transfers
Impairment
Depreciation & amortisation expense
Carrying amount at end of year
Consolidated – 2018
Carrying amount at start of year
Additions
Disposals
Transfers
Impairment
Depreciation & amortisation expense
Carrying amount at end of year
$000
1,175
350
-
-
-
-
(25)
1,500
1,200
-
-
-
-
(25)
1,175
Plant &
Equipment
$000
4,560
-
1,204
(1,191)
(6)
-
(728)
3,839
5,283
1,504
(566)
(2)
(465)
(1,194)
4,560
Total
$000
5,735
350
1,204
(1,191)
(6)
-
(753)
5,339
6,483
1,504
(566)
(2)
(465)
(1,219)
5,735
The land and buildings at Mt Thorley, NSW, is where the Firefly and Rambor businesses operate, and were independently valued on 11 June 2019.
Consolidated Entity
NOTE 20 LEASE COMMITMENTS
Notes
Operating lease commitments
Operating lease rentals contracted for but not capitalised in the financial statements payable:
- not later than 1 year
- later than 1 year but not later than 5 years
- later than 5 years
Total
2019
$000
2,017
4,109
-
6,126
2018
$000
1,538
5,298
-
6,836
The Group leases two buildings, both of which have five year lease periods with options for a further five years. Should the Group exercise the
option, the lease will be renewed at a market rate determined at that time.
The Group leases a fleet of mine specified utility vehicles over a four year period from a national fleet company. The leases commenced between
18 June 2018 and 17 January 2019.
The Group lease laptops and photocopiers for a three year period commencing in July 2018 and August 2018.
At the reporting date, the Group does not lease any CoalTrams. In 2018, the Group leased four CoalTrams from a director related entity (see Note
31 and Note 32).
NOTE 21 INTANGIBLE ASSETS – NON - CURRENT
Development costs - Mining equipment manufacturing - at cost
Less: Accumulated amortisation and impairment
(Amortisation charges are included in cost of goods sold)
Development Costs
Balance at the beginning of year
Additions at cost
Transfer to work in progress
Transfer to property, plant and equipment
Amortisation charge
Not yet ready for use
Other
Refer Note 2.19 and Note 2.27 for more detail.
1,613
(7)
1,606
595
1,018
-
-
(7)
1,606
1,578
28
1,606
3,183
(2,588)
595
288
499
(153)
(13)
(26)
595
595
-
595
44
NOTE 22 TRADE AND OTHER PAYABLES – CURRENT
Trade payables – unsecured
Sundry payables and accruals - unsecured
NOTE 23 INTEREST BEARING LIABILITIES - CURRENT
Other loans - secured
Other loans - unsecured
Total secured liabilities - see Note 29
Notes
25.3
2019
$000
3,732
1,200
4,932
1,900
356
2,256
NOTE 24 PROVISIONS
Current
Annual leave
Warranty
Long service leave
Make good
Total current
Non-Current
Long service leave
Total Non-current
1,057
-
267
-
1,324
215
215
Consolidated Entity
2018
$000
2,259
1,611
3,870
-
196
196
882
40
304
762
1,988
176
176
Annual leave and current long service leave comprise amounts payable that are vested and could be expected to be settled within 12 months of the
end of the reporting period.
Non-current long service leave comprises amounts that are not vested at the end of the reporting period and the amount and timing of the payments
to be made when leave is taken is uncertain.
Current
24.1 Reconciliation of provision for warranty
Opening balance
Increases (decreases) to provision
Closing balance
24.2 Reconciliation of provision for make good
Opening balance
Increase (decrease) to provision
Closing balance
Current
Non-current
Total
NOTE 25 INTEREST BEARING LIABILITIES – NON-CURRENT
25.1 Secured liabilities
Total secured liabilities are:
Non-bank loans
Total Interest Bearing Liabilities – Non-Current
25.2 Assets pledged as security
The carrying amounts of non-current assets pledged as security are:
First mortgage
Land and buildings
Registered mortgage debentures over company assets and cross
guarantees & indemnities
Plant and equipment
Total non-current assets pledged as security
:
40
(40)
-
762
(762)
-
1,324
215
1,539
-
-
-
-
-
-
40
-
40
1,170
(408)
762
1,988
176
2,164
2,013
2,013
2,013
1,175
750
1,925
45
NOTE 25 INTEREST BEARING LIABILITIES – NON-CURRENT (continued)
The following current assets are pledged as security
Receivables - current
Total current assets pledged as security
Total assets pledged as security
25.3 Unused credit facilities
The major facilities are summarised as follows:
7,021
7,021
7,021
-
-
1,925
The Group has a debtor facility finance from a non-bank lender that enables the Group to borrow up to 80% of the value of its receivables from its
international publicly listed mining companies to facilitate working capital management. The amount that can be drawn down will vary from day-
to-day depending on invoices raised and payments received. At 30 June 2019, the debtors balance for this group of debtors was $6.300M.
As at 30 June 2019, the Group has drawn down $1.900M of this facility.
Non Bank Loans
In May 2017, the Group secured loans of $0.650M from a trust, of which PPK Director G Molloy is a trustee, and $0.600M from an entity, of which
PPK Director G Molloy is a director. These loans incur interest at 10% per annum and were repayable on 25 May 2018 but have been renegotiated
to be repaid on 1 July 2020. The loans are secured by a first ranking mortgage over the property located at 25 Thrift Close Mt Thorley. Both of
these loans were repaid in this reporting period.
On 29 June 2018, the Group secured a loan of $0.750M from an independent financier to purchase three CoalTrams (see Note 28). The loan
incurs interest at 12% per annum, payable monthly, with minimum interest payments of $$0.090M per annum and is repayable 1 July 2019. This
loan was repaid in this reporting period.
NOTE 26 CONTINGENT CONSIDERATION
Financial liability at fair value through profit or loss
Notes
Consolidated Entity
2018
$000
-
2019
$000
9,041
As a consideration of the acquisition of AICIC, the Group has a contingent consideration of $10.000M to the vendor if AICIC’s EBIT for the two
financial years commencing subsequent to the acquisition is greater than $10.000M. The vendor is entitled to a payment of 50% of the amount of
the EBIT over the $10.000M to a maximum payment of $10.000M. Under AASB 3: Business Combinations the Group recognises this contingent
consideration at the acquisition date in the purchase price accounting discounted to its fair value using an indicative financing rate of 4.36%. The
Directors have considered a 100% probability of payout likely.
NOTE 27 SHARE CAPITAL
27.1 Issued capital
82.488M (2018: 61.996M) ordinary shares fully paid
Movements in ordinary share capital
Balance at the beginning of the financial year
New shares issued, net of transaction costs
Shares issued on acquisition, net of costs
Shares issued from dividend reinvestment plan
Shares issued in lieu of accrued fees to Directors
Shares repurchased under approved buy back
Elimination of options reserve from approved buy back
27.2 New shares issued
Issued for cash to fund the acquisition of AICIC @ $0.35 per share
Less transaction costs for issued share capital
Issued for cash to pay off its fixed interest loans and working capital @ $2.50 per share
Less transaction costs for issued share capital
New shares issued, net of transaction costs
47,743
34,541
34,765
-
-
-
1,045
(2,607)
1,338
34,541
34,541
6,028
6,633
541
-
-
-
47,743
$000
3,535
161
3,374
2,750
96
2,654
6,028
46
NOTE 27 SHARE CAPITAL (continued)
Issued on acquisition of AICIC 17
Less transaction costs for issued share capital
Issued from dividend reinvestment plan
Less transaction costs for issued share capital
$000
6,650
17
6,633
548
7
541
The shares have no par value and each share is entitled to one vote at shareholder meetings. Ordinary shares participate in dividends and the
proceeds on winding up of the parent entity in proportion to the number of shares held.
At the Annual General Meeting of Shareholders on 20 November 2017, the Shareholders approved by special resolution the selective buy
back of 15.500M shares that were issued to Key Management Personnel on 28 April 2014 at the 10 day Volume Weighted Average Price for
the shares being $0.1682. The Shareholders also approved the issuance of 4,181,928 shares to Directors in lieu of outstanding fees owing
to Directors’ that had been accrued to 30 September 2017, in the amount of $1.045M, and that the shares be issued at a price of $0.25 per
share.
27.3 Share movements
Movements in number of ordinary shares
Balance at the beginning of the financial year
New shares issued
Shares repurchased under approved buy back scheme
Shares issued in lieu of accrued fees to Directors
27.4 Treasury share movements
Opening balance of treasury shares
Shares purchased
Shares purchased in the Dividend Reinvestment Plan
Shares transferred to employees
Shares sold
Closing balance of treasury shares
27.5 Capital risk management
61,996,498
20,491,576
-
-
82,488,074
73,314,570
-
(15,500,000)
4,181,928
61,996,498
2019
No. of Shares
1,398,371
66,629
10,651
(591,590)
(188,939)
695,122
2019
$000
(389)
(21)
(9)
139
60
(220)
2018
No. of Shares
268,426
1,129,945
-
-
-
1,398,371
2018
$000
(140)
(249)
-
-
-
(389)
The Group considers its capital to comprise its ordinary shares, treasury shares, reserves and retained earnings.
In managing its capital, the Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity shareholders
through capital growth and distributions and through the payment of annual dividends to its shareholders. In order to achieve this objective, the
Group seeks to maintain a gearing ratio that balances risks and returns at an acceptable level and to maintain a sufficient funding base to
enable the Group to meet its working capital and strategic investment needs. In making decisions to adjust its capital structure to achieve these
aims, either through altering its dividend policy, new share issues, share buy-backs, or the reduction of debt, the Group considers not only its
short-term position but also its long-term operational and strategic objectives.
It is the Group’s policy to maintain its gearing ratio within the range of 20% - 50% (2018: 20% - 50%). The Group’s gearing ratio at the balance
sheet date is shown below:
Gearing ratios
Total borrowings
Less cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
Notes
Consolidated Entity
2019
$000
2,256
(1,047)
1,209
30,264
30,264
4%
2018
$000
2,209
(1,312)
897
15,490
15,490
6%
There have been no significant changes to the Group’s capital management objectives, policies and processes in the year nor has there
been any change in what the Group considers to be its capital.
47
NOTE 28 RESERVES
Reserves
Movement in reserves
Share options
Opening balance
Issue of performance rights
Elimination of options reserve from approved buy back
Closing balance
28.1 Share options
Notes
3.1, 4
Consolidated Entity
2018
$000
-
2019
$000
671
-
321
-
321
1,338
-
(1,338)
-
The share options reserve is used to recognise the value of equity settled share-based payments provided to employees, including
key management personnel, as part of their remuneration and business vendors as part of business combination agreements.
The fair value of the options at issue date is deemed to represent the value of employee services received over the vesting period,
recognised as a proportional share-based payment expense during each reporting period, with the corresponding credit taken to a
Share Option Reserve.
Asset revaluation surplus
Opening balance
Revaluation of land and buildings
Closing balance
28.2 Asset revaluation surplus
-
350
350
-
-
-
The asset revaluation surplus is used to recognise the fair value movement of land and buildings upon revaluation.
NOTE 29 FINANCIAL INSTRUMENTS RISK
The Group’s financial instruments include investments in deposits with banks, receivables, payables and interest bearing liabilities. The
accounting classifications of each category of financial instruments, as defined in Note 2.15, Note 2.16, Note 2.21 and Note 2.22 and their
carrying amounts are set out below.
Weighted
Average
Interest
Rate
Floating
Interest
Rate
$000
Notes
Within 1
Year
$000
1 to 5
Years
$000
Non-
Interest
Bearing
$000
Consolidated 2019
Financial assets
Receivables
Cash and cash equivalents
Total financial assets
Financial liabilities
Other loans
Trade and other payables - current
Total financial liabilities at amortised cost
Fair value through profit or loss
Contingent consideration
Total fair value through profit or loss
Consolidated 2018
Financial assets
Receivables
Loans and receivables
Cash and cash equivalents
Financial assets at fair value through profit or
loss
Total financial assets
Financial liabilities
Other loans
Trade and other payables - current
Total financial liabilities at amortised cost
0.0%
0.0%
13
12
9.73%
0.0%
23
22
4.36%
26
0.0%
13
12
0.0%
0.0%
12.0%
0.0%
23,25
22
-
459
459
-
-
-
-
-
-
-
101
-
101
-
-
-
-
-
-
2,256
-
2,256
-
-
-
-
-
-
-
-
-
-
Total
$000
8.655
1,047
9,243
2,256
4,932
7,188
-
-
-
-
-
-
8,655
588
9,243
-
4,932
4,932
9,041
9,041
-
-
9,041
9,041
-
--
-
-
-
7,233
7,233
1,211
118
7,233
7,233
1,312
118
8,562
8,663
2,013
-
2,013
196
3,870
4,066
2,209
3,870
6,079
48
NOTE 29 FINANCIAL INSTRUMENTS RISK (continued)
Financial risk management
The Board of Directors have overall responsibility for the establishment and oversight of the financial risk management framework. The
Group's activities expose it to a range of financial risks including market risk, credit risk and liquidity risk. The Group's risk management
policies and objectives are therefore designed to minimise the potential impacts of these risks on the results of the Group where such impacts
may be material. The Board receives monthly reports, which it reviews and regularly discuss the effectiveness of the processes put in place
and the appropriateness of the objectives and policies to support the delivery of the Group's financial targets while protecting future financial
security. The Group does not use derivatives.
29.1 Market risk
Market risk is the risk that the fair value of future cash flows of the Group's and parent entity's financial instruments will fluctuate because of
changes in market prices.
Market risk comprises two types of risk: interest rate risk and currency risk.
(i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a security will fluctuate due to changes in interest rates. Exposure to
interest risk arises due to holding floating rate interest bearing liabilities, investments in cash and cash equivalents and loans to related
parties and other persons. Although a change in the current market interest rate may impact the fair value of the Group's fixed interest
financial liabilities and other receivables, it does not impact the Group’s profit after tax or equity as these financial liabilities and other
receivables are carried at amortised cost and not fair value through profit or loss. Floating interest rates attached to the Group's financial
assets and liabilities give rise to cash flow interest rate risk.
Sensitivity disclosure analysis
The Group's exposure to its floating interest rate financial assets and liabilities follows:
Financial assets
Cash
Receivables
Financial liabilities
Interest bearing liabilities
Net Exposure
Notes
Consolidated Entity
2019
$000
459
-
459
-
-
459
2018
$000
101
-
101
-
-
101
The Group has performed sensitivity analysis relating to its interest rate risk based on the Group's year end exposure. This sensitivity
demonstrates the effect on after tax results and equity which could result from a movement in interest rates of +/- 1%.
Change in after tax profit
- increase in interest rate by 1%
- decrease in interest rate by 1%
(ii) Currency Risk
(4)
4
(1)
1
Currency risk is the risk that the fair value or future cash flows of a financial item will fluctuate as a result of movements in international
exchange rates. The Group was not exposed to exchange rate transaction risk on foreign currency sales or foreign currency purchases
during the year. Sales revenue for the Group for the year was all denominated in Australian dollars (2018: 100%). The Group does not take
forward cover or hedge its risk exposure.
29.2 Credit risk
The Group's maximum exposure to credit risk is generally the carrying amount net of any allowance for credit losses. The Group's
exposure is minimised by the fact that the trade receivables balance is with a diverse range of Australian and multi-national customers. The
Group has in place formal policies for establishing credit approval and limits so as to manage the risk. The Group also has a credit risk
exposure in relation to cash at bank. The Group's policy is to ensure funds are placed only with major Australian banks thus minimising the
Group's exposure to this credit risk. Refer to note 12 for detail on the Group's trade and other receivables.
The geographic location of customers, relating to these trade receivables, is disclosed in Note 13.1 of these accounts.
Australia
8,655
8,655
7,233
7,233
49
NOTE 29 FINANCIAL INSTRUMENTS RISK (continued)
29.3 Liquidity risk
Liquidity risk is the risk that the Group and parent will encounter difficulty in meeting obligations associated with financial liabilities. The
Group’s objective to mitigate liquidity risk is to maintain a balance between continuity of funding and flexibility through the use of bank loans,
other loans and lease agreements. The Group and parent's exposure to liquidity risk is not significant based on available funding facilities
and cash flow forecasts. Details of the Group’s financing facilities are set-out in note 25.
Financial liabilities maturity analysis
The tables below reflect the undiscounted contractual settlement terms for the Group’s financial liabilities of a fixed period of maturity, as
well as the earliest possible settlement period for all other financial liabilities. As such the amounts may not reconcile to the balance sheet.
Carrying
amount
<6 months
$000
$000
6-12
months
$000
1-3 years
>3 years
Contractual
Cash flows
$000
$000
$000
3,732
2,284
-
6,016
3,732
2,284
-
6,016
3,870
2,209
6,079
3,870
2,209
6,079
-
-
-
-
-
-
-
-
-
10,000
10,000
-
2,013
2,013
-
-
-
-
-
-
-
3,732
2,284
10,000
16,016
3,870
2,209
6,079
Consolidated 2019
Financial liabilities (current & non-current)
Trade and other payables
Non bank loans
Contingent consideration
Total financial liabilities
Consolidated 2018
Financial liabilities (current & non-current)
Trade and other payables
Non bank loans
Total financial liabilities
NOTE 30 FAIR VALUE MEASUREMENT
Fair value
The carrying values of financial assets and liabilities listed above approximate their fair value.
Estimated discounted cash flows were used to measure fair value, except for fair values of financial assets that were traded in active markets that are
based on quoted market prices.
The Group's and parent's investments and obligations expose it to market, liquidity and credit risks. The nature of the risks and the policies the Group
and parent has for controlling them and any concentrations of exposure are discussed as follows:
Hierarchy
The following tables classify financial instruments recognised in the statement of financial position of the Group according to the hierarchy stipulated
in AASB13 as follows:
- Level 1 – the instrument has quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 – a valuation technique is used using inputs other than quoted prices within Level 1 that are observable for financial instruments, either
directly (i.e. as prices), or indirectly (i.e. derived from prices); or
- Level 3 – a valuation technique is used using inputs that are not based on observable market data (unobservable inputs).
Assets
Group 2019
Listed equity securities
Liabilities
Contingent consideration
Group 2018
Listed equity securities
Note
Level 1
$000
Level 2
$000
Level 3
$000
17
26
17
-
-
-
-
118
118
-
-
-
-
-
-
-
-
9,041
9,041
-
-
Total
$000
-
-
9,041
9,041
118
118
50
NOTE 31 CONTINGENT ASSETS AND LIABILITIES
The Group has the following bank guarantees which are secured against cash of the same amounts:
•
•
$0.359M (2018: $0.359M) for property leases; and
$0.100M (2018: $0.100M) for completion of a property development.
Non-bank guarantees and indemnities include:
•
•
the Group has a debtor facility finance from a non-bank lender that enables the Group to borrow up to 80% of the value of its
receivables from its international publicly listed mining companies to facilitate working capital management which is secured
against the total receivables of PPK Mining Equipment Pty Ltd. The amount that can be drawn down will vary from day-to-day
depending on invoices raised and payments received. At 30 June 2019, the debtors balance for this group of debtors was
$6.300M and at 30 June 2019, the Group has drawn down $1.900M of this facility; and
the lease motor vehicle fleet provider has a Guarantee and Indemnity from PPK Group Limited in relation to the leased motor
vehicle fleet.
As a consideration of the acquisition of AICIC, the Group has a contingent consideration of $10.000M to the vendor if AICIC’s EBIT for the two
financial years commencing subsequent to the acquisition is greater than $10.000M. The vendor is entitled to a payment of 50% of the amount of
the EBIT over the $10.000M to a maximum payment of $10.000M.
The Group has a contingent liability to the previous AICIC owners that should the value of the 6.633M consideration shares, calculated based on the
5 day VWAP share price of PPK immediately prior to the release of the consideration shares from escrow, be less than $6.650M then PPK will be
obligated to pay the previous AICIC owners the difference in cash as an adjustment to the purchase price.
In June 2017, Glegra Pty Ltd ATF The CoalTram Trust had an unlimited Guarantee and Indemnity from PPK Group Limited, PPK Mining Equipment
Group Pty Ltd and PPK Mining Equipment Pty Ltd in relation to seven CoalTrams leased from the Trust. On 29 June 2018, PPK Mining Equipment
Pty Ltd purchased three of the CoalTrams for $0.250M each from the Trust. As a condition of purchasing these CoalTrams, the unlimited
Guarantee and Indemnity have been removed from PPK Group Limited, PPK Mining Equipment Group Pty Ltd and PPK Mining Equipment Pty Ltd
and the contingent liability for the rental arrears and all rent reductions have been waived. In addition, PPK Mining Equipment Pty Ltd has an
exclusive agency agreement to promote, market and sell the four CoalTrams that are leased by the Group. At the reporting date, the Group no
longer had any leased CoalTrams and the unlimited Guarantee and Indemnity from PPK Group Limited, PPK Mining Equipment Group Pty Ltd and
PPK Mining Equipment Pty Ltd has been removed.
The Group has a contingent liability of $0.594M being the rental arrears owing under a previous property lease. The Group signed a new five year
lease to 31 July 2022 and, as a condition of this lease, the Lessor has agreed to waive its right to recover the rent arrears if the Group complies with
all obligations and pays all amounts due and payable under the lease.
The Group is defending a claim in the Supreme Court of NSW in relation to a dispute pertaining to the vesting conditions of a business acquired in
2014 with a vendor employee for the second tranche of $0.500 of share plus interest and costs. As advised in the 2016 Annual Report, the Group
does not believe the vesting conditions were met and still maintains this position.
51
NOTE 32 RELATED PARTIES
For details on transactions between related parties refer to Note 8.1, Note 18.3, Note 20, Note 25.3, 27.3 and Note 31.
Details of the nature and amount of each element of the remuneration of each key management personnel (‘KMP”) of PPK Group Limited are shown
in the table below:
2019
Short term benefits
Salary&
fees
($)
Cash
bonus
($)
Non-
Monetary
($)
Post
employment
Super-
annuation
($)
Long
Term
Benefits
($)
Terminat-
ion
Payments
($)
[1]Share
based
payments
($)
Total
($)
Perform-
ance
Related
(%)
Directors
Non –
Executive
G Webb
A McDonald
Executive
R Levison
G Molloy
D McNamara
Total
Directors
40,000
40,000
170,000
39,600
200,000
489,600
-
-
-
-
-
-
Other Key Management Personnel
K Hostland[1]
325,000
115,529
Total Other
325,000
115,529
Total Key Management Personnel
814,600
115,529
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25,000
25,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40,000
40,000
-
-
108,864
170,000
39,600
308,864
108,864
598,464
-
-
87,091
552,620
87,091
552,620
-
-
-
35
-
37
25,000
-
-
195,955
1,151,084
-
[1] Equity settled share based payments. Performance rights granted are expensed over the performance period, which includes the year to which the bonus relates and
the subsequent vesting period of the rights.
Amounts reported above include both paid and unpaid entitlements.
2018
Short term benefits
Salary&
fees
($)
Cash
bonus
($)
Non-
Monetary
($)
Post
employment
Super-
annuation
($)
Directors
Non –Executive
G Webb
A McDonald
Executive
R Levison
G Molloy
D McNamara
Total
Directors
30,000
31,888
130,013
29,700
178,098
399,699
-
-
-
-
-
-
6,000
-
30,000
36,000
-
72,000
-
-
2,375
-
2,375
4,750
Other Key Management Personnel
K Hostland [1]
250,921
32,500
85,160
22,500
Total Other
250,921
32,500
85,160
22,500
Total Key Management Personnel
650,620
32,500
157,160
27,250
Long
Term
Benefits
($)
Terminat-
ion
Payments
($)
Share
based
payments
($)
Total
($)
Perform-
ance
Related
(%)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
36,000
31,888
162,388
65,700
180,473
476,449
-
-
-
-
-
-
391,081
8%
391,081
-
867,530
-
-
Amounts reported above include both paid and unpaid entitlements. A number of PPK directors voluntarily elected to temporarily defer payment of their consulting fee
entitlements. At the Annual General Meeting on 20 November 2017, shareholders approved a resolution to repay these outstanding fees by way of the issue of shares to
the Directors at $0.25 per share. That portion of their 2018 outstanding fees, which were paid by an issuance of shares, are disclosed as Non-Cash Benefits.
The table below shows a reconciliation of performance rights held by each KMP from the beginning to 30 June 2019. There were no performance
rights granted in previous years.
Name and
Grant dates
D McNamara
Tranche 1
Tranche 2
Tranche 3
Tranche 4
K Hostland
Tranche 1
Tranche 2
Tranche 3
Tranche 4
Balance at the
start of year
Granted
during year
Vested
Exercised
Forfeited
Balance at the end of the year
(unvested)
Unvested
No.
%
No.
%
No.
Maximum $ value to vest[1]
-
-
-
-
-
-
-
-
100,000
100,000
100,000
100,000
75,000
75,000
75,000
75,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
125,000
125,000
121,500
107,500
100,000
100,000
97,200
86,000
[1] The maximum value of the performance rights yet to vest has been determined as the amount of the grant date fair value of the performance rights that is yet to be
expensed which was calculated using the original number of performance rights that were going to be granted.
52
NOTE 33 INVESTMENTS IN SUBSIDIARIES
Subsidiaries of PPK Group Limited:
Rutuba Pty Limited
Seven Hills Property Holdings Pty Ltd
PPK Properties Pty Ltd
Dandenong South Property Pty Ltd
PPK Willoughby Holdings Pty Ltd
PPK Willoughby Pty Ltd
PPK Aust. Pty Ltd
PPK Investment Holdings Pty Ltd
PPK Finance Pty Ltd
PPK Southport Pty Ltd
York Group Limited
Rambor Pty Ltd
Rambor Manufacturing Pty Ltd
Rambor Logistics & Asset Management Pty Ltd
PPK Firefly Pty Ltd
PPK Electrics Pty Ltd
Exlec Holdings Pty Ltd
QES Air Pty Ltd
PPK Mining Equipment Group Pty Ltd
PPK Mining Equipment Pty Limited
PPK Mining Repairs Alternators Pty Ltd
PPK Mining Equipment Hire Pty Ltd
Coaltec Pty Ltd
PPK IP Pty Ltd
PPK China Pty Ltd
PPK (Beijing) Mining Equipment Co., Ltd
PPK Plans Pty Ltd
PPK (CC) Pty Ltd
BNNT Ballistics Pty Ltd
AIC Investment Corporation Pty Ltd
Country of
Incorporation
Notes
Percentage Owned
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
China
Australia
Australia
Australia
Australia
33.1
33.2
33.3
33.4
33.5
2019
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2018
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
33.1 PPK Willoughby Holdings Pty Ltd acts as the trustee company of the PPK Willoughby Funding Unit Trust. The Group holds 22.86% of
issued units of this trust which is considered an associate of the Group.
33.2 PPK Willoughby Pty Ltd acts as the trustee company of the PPK Willoughby Purchaser Unit Trust. PPK Willoughby Funding Unit Trust
holds 80% of issued units of this trust.
33.3 The shares in PPK Southport Pty Ltd acts and the units in the Nerang Street Southport Project Trust were sold in August 2018.
33.4 PPK Plans Pty Ltd is the trustee for the PPK Long Term Incentive Plan.
33.5 Subsequent to the end of the financial year, PPK Couran Cove Pty Ltd changed its name to BNNT Ballistics Pty Ltd.
As at reporting date the Group includes no subsidiaries with Non-Controlling interests.
NOTE 34 EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD
In July 2019, the Board offered amended performance rights to the executive director, executives and senior managers as explained in Note 4.
In August 2019, the Board declared a 1 cent final ordinary fully franked dividend for the 2019 financial year.
No other matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this report or in the Consolidated
Financial Statements that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those
operations or the state of affairs of the consolidated entity in subsequent financial years.
53
DIRECTORS' DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
1.
In the opinion of the Directors of PPK Group Limited;
a) The consolidated financial statements and notes of PPK Group Limited are in accordance with the
Corporations Act 2001, including
(i) Giving a true and fair view of is financial position as at 30 June 2019 and of its performance for
the financial year ended on that date; and
(ii) Complying with Australia Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001; and
b) There are reasonable grounds to believe that PPK Group Limited will be able to pay its debts as and
when they become due and payable.
2. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001
from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2019.
3. Note 2 confirms that the consolidation financial statements also comply with International Financial
Reporting Standards.
Signed in accordance with a resolution of the Directors:
ROBIN LEVISON
Executive Chairman
GLENN MOLLOY
Executive Director
Dated this 29th day of August 2019
54
Level 18
King George Central
145 Ann Street
Brisbane QLD 4000
Correspondence to:
GPO Box 1008
Brisbane QLD 4001
T + 61 7 3222 0200
F + 61 7 3222 0444
E info.qld@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of PPK Group Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of PPK Group Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2019, the consolidated statement of profit or loss
and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows
for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies, and the Directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
a giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the year
ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and
the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
55
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Inventory obsolescence provision – Note 2.17, Note 2.27,
and Note 15
The Group is required to carry its inventory at the lower of cost or net
realisable value in accordance with AASB 102 Inventories.
Our procedures included, amongst others:
Performing testing on a sample of inventory
The following factors add complexity or increase the likelihood of
errors in the determination of the value of inventory:
large inventory holdings and slower inventory turnover
indicate that there may be obsolete stock on hand; and
methods of estimating inventory provisions involve
significant management judgment, including predictions
about market conditions and future sales.
This area is a key audit matter due to the materiality of inventory to
the Statement of Financial Position, and the significant level of
estimation involved in applying the “lower of cost and net realisable
value” measurement methodology.
Revenue – Note 2.10, Note 2.27 and Note 3.1
Revenue is a key item in the Statement of Profit or Loss and Other
Comprehensive Income.
The Group earns revenue from different business streams, with each
stream having differing revenue recognition points under the Group’s
revenue recognition policies and Accounting Standards.
The Group early adopted AASB 15 Revenue from Contracts with
Customers in the prior financial year.
This area is a key audit matter due to the nature of revenue
arrangements, the systems and processes used to transact sales and
the importance of the revenue balance to stakeholders.
items to assess the cost basis and net realisable value of
inventories;
Assessing whether the recorded cost, after factoring in valuation
adjustments, was at the lower of cost and net realisable value;
Comparing management’s assessment to the Group’s accounting
policy and Accounting Standard requirements;
Evaluating the reasonableness of the Group’s judgement by
assessing the estimation model applied, the inputs to that model,
and the mathematical accuracy of the model;
Comparing the data underlying the model to the accounting system
or other sources; and
Assessing the adequacy of the related disclosures within the
financial statements.
Our procedures included, amongst others:
Documenting the design of the key systems and processes;
Reviewing revenue recognition polices for compliance with AASB
15 and evaluating that position and associated calculations against
the requirements of the standard;
Testing a sample of revenue transactions to assess appropriate
revenue recognition under the Group’s accounting policies and
accounting standards;
Performing trend analysis by revenue stream; and
Assessing the adequacy of the related disclosures within the
financial statements.
56
Key audit matter
Going concern – Note 2.30
The Directors have concluded that in their opinion there are
reasonable grounds to believe that the Group has the ability to pay its
debts as and when they fall due and realise the value of the assets in
the ordinary course of business. Accordingly, they have prepared the
financial statements on a going concern basis as disclosed in Note
2.30. Estimated future cash flows, the availability of financing and the
requirements of the Group’s financiers have all been considered by
the Directors in reaching their conclusion. The going concern
assumption is fundamental to the basis of preparation of the financial
statements. Accordingly, our consideration of this matter and the
related disclosures was one of the significant matters addressed by
our audit, particularly as our report for the 2017 financial period
contained a paragraph highlighting a material uncertainty relating to
Going Concern.
How our audit addressed the key audit matter
Our procedures included, amongst others:
Analysing the cash flow model used by the Group to understand
the inputs and process underpinning the cash flow model prepared
for the purpose of the going concern assessment;
Assessing whether the cash flow model accurately reflected the
Board approved FY20 budget and that the assumptions
underpinning the FY20 cash flows were based upon current and
expected performance;
Considering the historical reliability of the Group’s cash flow
forecasting process;
Considering the impact of a range of cash flow sensitivities to the
model and to the conclusion reached by the Directors;
Assessing the external inputs and assumptions within the cash
flow forecasting model by comparing them to assumptions and
estimates used elsewhere in the preparation of the financial
statements;
Assessing the possible mitigating actions identified by the Group in
the event that actual cash flows are below forecast; and
Assessing the adequacy of the disclosures made by the Directors
regarding the going concern assumption and available financing.
Business combination - AICIC Acquisition – Note 18
During the current financial year PPK Group Limited acquired 100% of
the shares of AIC Investment Corporation (AICIC)
In relation to the acquisition, our procedures included, amongst
others:
Accounting for this transaction is complex and requires Management
to exercise judgement in determining the fair value of acquired assets
and liabilities, the fair value of the purchase consideration, and the
allocation of purchase consideration to separately identifiable
intangible assets and goodwill.
Business combinations are a key audit matter due to:
The size of the acquisition and its materiality to the Group;
The level of judgement required in evaluating the Group’s
purchase price allocation including the assessment of identifiable
intangible assets arising on acquisition; and
The level of judgement required in evaluating the Group’s
estimates pertaining to the measurement of deferred consideration
arrangements.
Considering the legal documents and Management’s position
paper on the acquisition to obtain an understanding of the
transaction;
Assessing the acquisition against the criteria of a business
combination as defined in AASB 3 Business Combinations and the
Group’s determination of the acquisition date and other key
assumptions by reference to the transaction documents;
Assessing Management’s determination of the fair value of the
assets and liabilities acquired, including consideration of any
previously unrecognised intangible assets;
Assessing the fair value of the purchase consideration;
Considering any tax implications related to the purchase
accounting in consultation with our Tax Specialists;
Testing the group’s accounting for the transaction including
checking the mathematical accuracy of the calculations, and
associated journal entries; and
Assessing the adequacy of the Group's disclosures in the financial
statements in respect of AASB 3 and the requirements therein.
57
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the
Group’s annual report for the year ended 30 June 2019, but does not include the financial report and our auditor’s report
thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors 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 preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our
auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 8 to 15 of the Directors’ report for the year ended 30 June
2019.
In our opinion, the Remuneration Report of PPK Group Limited, for the year ended 30 June 2019 complies with section
300A of the Corporations Act 2001.
58
Responsibilities
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.
Grant Thornton Audit Pty Ltd
Chartered Accountants
A F Newman
Partner – Audit & Assurance
Brisbane, 29 August 2019
59
SHAREHOLDER INFORMATION
AS AT 23 August 2019
(a) Number of PPK shareholders: 1,447
(b) Total shares issued: 82,488,074
(c) Percentage of total holdings by or on behalf of the 20 largest shareholders: 71.05%
(d) Distribution schedule of holdings
Holdings Ranges
Holders
1-1,000
1,001-5,000
5,001-10,000
10,001-100,000
100,001 and over
Less than a marketable parcel
292
545
248
293
69
231
Total Units
153,776
1,419,462
1,960,491
8,815,660
70,138,685
5,945
(e) Voting rights: Every member present personally or by proxy or attorney etc, shall, on a show of hands, have one vote and on a poll shall have
one vote for every share held.
(f) TOP 20 HOLDERS OF ORDINARY FULLY PAID SHARES
Rank Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Wavet Fund No 2 Pty Ltd
Equipment Company Of Australia Pty Limited
Australian Innovation Centre Pty Ltd
McNamara Super Group Pty Ltd
Contemplator Pty Ltd
SMN Holdings Pty Ltd
Ignition Capital Pty Ltd
NN Capital Pty Ltd
Ignition Capital No 2 Pty Ltd
Minoan Corporation Limited
John E Gill Operations Pty Ltd
Mr Leslie John Field + Mrs Eve Field
Sash Investment Group Pty Ltd
Allcare Investments Pty Ltd
PPK Plans Pty Ltd
Mr Francesco Mario Napoli
Citicorp Nominees Pty Limited
Ruminator Pty Ltd
Mr David Anthony O'Brien
Mr Barry Silverstein
Shares
13,900,890
9,676,585
8,624,482
4,232,927
3,452,690
3,200,000
2,857,763
2,500,000
1,582,398
1,312,195
1,077,993
1,005,200
1,000,000
720,000
695,122
591,176
563,066
562,710
538,032
512,660
%
16.85
11.73
10.46
5.13
4.19
3.88
3.46
3.03
1.92
1.59
1.31
1.22
1.21
0.87
0.84
0.72
0.68
0.68
0.65
0.62
TOTAL Top 20 holders of Ordinary Fully Paid
58,605,889
71.05
(g) SUBSTANTIAL HOLDERS
Wavet Holdings Pty Ltd
Equipment Company of Australia Pty Ltd
Australian Innovation Centre Pty Ltd
McNamara Super Group Pty Ltd and Associates
Ignition Capital Pty Ltd and Associates
Shares to Which Entitled
% of Issued
Capital
13,951,499
9,676,585
8,624,482
4,593,063
4,460,404
16.92
11.73
10.46
5.57
5.41
(h) During the year ended 30 June 2019 – 66,629 shares were purchased on-market at an average price of $0.31 for the purposes of an employee
incentive scheme.
(i) The Company’s Corporate Governance Statement can be found at:
http://www.ppkgroup.com.au/irm/content/corporate-governance.aspx?RID=305
60
CORPORATE DIRECTORY
PPK Group Limited ABN 65 003 964 181
A public company incorporated in New South Wales and listed on the Australian Securities Exchange
(ASX Code: PPK)
Directors
Robin Levison
Glenn Robert Molloy
Graeme Douglas Webb
Dale William McNamara
Anthony John McDonald
Company Secretary
Andrew John Cooke
(Executive Chairman)
(Executive Director)
(Non-Executive Director)
(Executive Director)
(Non-Executive, Independent Director)
Registered Office and Principal Place of Business
PPK Group Limited
Level 27, 10 Eagle Street
Brisbane QLD 4000 Australia
Telephone:
Email:
Web Site:
+61 7 3054 4500
info@ppkgroup.com.au
www.ppkgroup.com.au
Share Register
Computershare Investor Services Pty Ltd
Level 3
60 Carrington Street
Sydney NSW 2000
Australia
Telephone:
Fax:
International
Telephone:
Fax:
1300 556 161
+61 2 8235 8150
+61 2 8234 5000
+61 2 8235 8150
www.investorcentre.com/contact
Solicitors
Mills Oakley
Level 14, 145 Ann Street
Brisbane QLD 4000 Australia
Telephone
+61 7 3228 0422
Bankers
Commonwealth Bank of Australia Limited
National Australia Bank Limited
Auditors
Grant Thornton Audit Pty Limited
Level 18, 145 Ann Street
Brisbane QLD 4000 Australia
Telephone:
+61 7 3222 0200
61