ANNUAL REPORT
30 June 2015
ABN 99 098 390 991
Corporate Directory and Information
Directors
Harvey Parker, Chairman
Craig Baker, Managing Director and CEO
Steve Ferris, Executive Director
Andrew Kemp, Non-executive Director
Nicholas Bolton, Non-executive Director
Company Secretary
Daniel Zgrajewski
Registered Office and Principal
Administrative Office
22 Orient Avenue
PINKENBA QLD 4008
Mailing Address
PO Box 90
PINKENBA QLD 4008
Telephone: +61 7 3637 7000
Facsimile: +61 7 3260 1180
Share Registry
Link Market Services
Level 15, 324 Queen Street
BRISBANE QLD 4000
Telephone: 1300 554 474
Facsimile: +61 7 3228 4999
Bankers
Commonwealth Bank
Business and Private Banking
Lvl 3, Tower B, 799 Pacific Highway
CHATSWOOD NSW 2067
Solicitors
Talbot Sayer Lawyers
4/293 Queen Street
Brisbane QLD 4000
Auditor
Williams Hall Chadwick
Level 19
144 Edward Street
BRISBANE QLD 4000
Stock Exchange Listing
The Company is listed on the
Australian Securities Exchange
ASX Code: PTB
Internet address
www.pacificturbine.com.au
ANNUAL REPORT
30 June 2015
Annual Report
for the year ended 30 June 2015
Table of Contents
Corporate Directory and Information
Inside Cover
Chairman and Managing Director’s Review
Directors’ Report
Auditor’s Independence Declaration
Corporate Governance Statement
Financial Statements and Notes
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Company Statistics
2
8
19
20
31
85
86
88
89
This financial report covers PTB Group Limited a consolidated entity consisting of PTB Group Limited and its controlled
entities. The financial report is presented in the Australian currency.
PTB Group Limited is a public company limited by shares, incorporated and domiciled in Australia.
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Chairman and Managing Director’s Review
for the year ended 30 June 2015
1.
Results
Net profit after tax for the Group is $1.963 million in 2015 compared to a loss of $11.137 million in 2014. Profit
per share is 5.33 cents (2014: loss per share of 30.44 cents). Net tangible assets per share (NTA) are $0.73 (2014:
$0.80).
An interim fully franked dividend of 5 cents per share was paid in the year ended 30 June 2015 (2014: Nil).
An analysis of the operational earnings is set out below and on the following pages.
2.
The 2015 Year in Review
A summary of the divisional contributions for the year is as follows:
PTB Business
Corporate Overheads
PTB : Engine Write-down
PTB : Foreign Exchange (FX)
IAP Business
IAP : Inventory Write-down
IAP : Aircraft Write-down
IAP : FX
Emerald Assets
Emerald : FX
Emerald : Inventory Write-down
Emerald : Aircraft Write-down
Emerald : Impairment of Extended Credit Receivables
Emerald : Discount on asset realisation transactions
Actual
2015
$’000
2,579
(863)
-
(499)
(2,073)
Actual
2014
$’000
3,339
(993)
(100)
(17)
575
-
(6,475)
(819)
(132)
533
(54)
(741)
(8,370)
(2,653)
(286)
44
3,966
(174)
-
-
(4)
-
Actual
2013
$’000
4,099
Actual
2012
$’000
3,504
(1,275)
(1,443)
-
(313)
280
-
-
52
(42)
(357)
-
-
-
-
(135)
(205)
-
-
(43)
(286)
341
-
-
-
40
-
(1,859)
Profit/(Loss) before Income Tax Expense
2,690 (15,907)
585
1,773
Profit/(Loss) before Income Tax Expense
(excluding non-cash asset write-downs)
2,980
3,251
2,444
1,773
The PTB Business had a solid year contributing $2.579
million to the Group result. The consistent results for this
business are driven by long-term engine maintenance
contracts.
The IAP Business returned a net loss before tax of
$2.073 million. This loss was mainly driven by lower
than expected aircraft leasing revenue, redundancy
costs, a provision for remediation work on one of our
properties and a provision for impairment of a receivable
from the 2014 year. A further provision for the write-
down of two aircraft has also been included in the 2015
results.
The Emerald Assets Business had a very good year with
a net profit before tax of $3.966 million. The result
was boosted by the gain on disposal of an ATP aircraft
following an incident in Indonesia this year. The aircraft
was written-off by the lessee’s insurers and the full
proceeds have been received by Emerald.
The PTB Business is expected to return a better result
for 2016 with incremental gains in productivity.
The 2016 results for IAP are expected to improve
significantly with a return to overall profits. Increased
revenues from three Jetstream aircraft that were
placed on leases from June 2015 and ongoing labour
savings following the transfer of the accounting and
administration functions to the head office in Brisbane
will be the main drivers.
The Emerald Assets Business is expected to make small,
consistent profits from ATP aircraft in Indonesia for
the next three to four years. All of the legacy issues
regarding aircraft have now all been addressed with no
idle aircraft remaining.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Chairman and Managing Director’s Review
for the year ended 30 June 2015 (Continued)
3
Managing cash flow to pay down debt, build
working capital and provide cash to pay
dividends
continues to be organic growth opportunities for the
PT6A Brisbane shop and the Group continues to invest
in plant, people and processes that improve efficiencies
and profitability.
The Group’s cash position has improved significantly
compared to the prior year. This is mainly due to
proceeds on disposal of aircraft assets during the year.
A portion of these proceeds have already been used to
fund loan repayments and the payment of a dividend.
The Group has paid down $1.372 million of debt in the
2015 financial year (2014: $1.574 million). The Group
will continue to pay down loans in the Emerald Assets
business and maintain an appropriate level of debt in the
other businesses.
The Company paid a 5 cents per share dividend in June
2015 with $0.418 million being paid out in cash and
the remainder in shares under the company’s dividend
reinvestment plan.
PTB (Brisbane) business
PTB is a focused engine business concentrating on
the PT6 and TPE331 engines. The TPE331 engine is a
significant contributor to Brisbane’s profitability but it is
a mature engine with a slowly declining operator base.
PTB has a number of TPE331 engine management
contracts, which will assist the business to maintain
profitability in line with the declining operator base.
The small PT6A engine is the cornerstone of the PTB
engine business and will remain so into the future. Over
time we expect to become a major player in this global
market. Our PT6A engine overhaul shop is geared to
produce engines for our contract customers. Due to
growth in our contract customer base, the shop does
not currently have the capacity to meet all of the
demand of both contract and non-contract customers.
In order to meet the increased demand, we currently
have a number of engines in work in the USA.
The PT6A contribution continues to grow. The bigger
Pratt & Whitney approved shops have difficulty making
a return in the small PT6A space as there is insufficient
margin to cover their overhead costs. This continues
to provide opportunities for the smaller, highly skilled,
proactive shops with minimal overheads, such as ours.
Our emphasis on customer service also provides a
competitive advantage.
The Group’s focus on the PT6A small engine means it
continues to build knowledge in repairs and procurement
enabling the business to reduce the cost of rebuilding and
maintaining the engine. With the established production
plan that contract customers provide, the business
can extract maximum value from any opportunist bulk
parts buys or engine opportunities that may arise. There
In addition to this, the Group is planning to partner
with or purchase a PT6A engine overhaul facility in
the USA. This will allow the business to market its
engine maintenance programs to customers across the
world. The USA capacity will also provide operational
efficiencies and cost reduction opportunities through
reduced freight and repair costs.
The USA is the home of turbine engines and the cost of
labour, market access and the regulatory environment
makes it the favoured option to increase capacity and
open new markets. A USA facility would have a further
advantage, in that the PTB business would not need to
invest in a test cell or EASA and FAA approvals.
The business model has been built around managing
the life cycle of customers’ engines and providing
shared benefits across the life of those engines. These
programs could be expanded if the Company had the
ability to finance and lease aircraft powered by small
PT6A engines. This would enable PTB Brisbane to access
the profit opportunities from engines as well as a net
return from financing. The key is low cost finance and we
continue to investigate possible funding opportunities.
The business will also continue to search out one-off
trading opportunities in engines, aircraft and parts.
These deals have led to significant profits in past years
and are expected to continue to contribute into the
future.
IAP Businesss
The IAP business had a difficult year with idle aircraft
and one-off costs leading to a significant operating loss
for the year.
Three of the idle aircraft were placed on operating leases
from June 2015. These aircraft will drive a significant
improvement in results for 2015-16.
The structure of the IAP Business was reviewed during
the year. It was decided that while the core businesses
need to continue to improve returns, the high overheads
costs were a major factor in the poor overall results.
It was decided that the administration and accounting
functions would be combined with the head office
in Brisbane. The majority of existing accounting and
administration staff in the Sydney office were made
redundant in the second half of the financial year. There
have been no increases in staff in Brisbane in relation to
this leading to an ongoing staff saving for IAP and the
Group.
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 4
Chairman and Managing Director’s Review
for the year ended 30 June 2015 (Continued)
The engine division continues to provide solid margins.
The division is mainly focused on Rolls Royce engines and
there has been a steady flow of work since Rolls Royce
announced that it was discontinuing its Dart support.
The knowledge in the engine division enables them to
work across a number of turbine engine types and this
knowledge will be valuable in evaluating future engine
and product line opportunities.
The Airframe division has focused on Fokker and British
Aerospace airframes. It also has a major role in supporting
the lease customers of Emerald and IAP. The airframe
segment is not expected to grow in future years and
will continue to extract returns from a sell down of the
existing stock, while maintaining an appropriate level of
stock to support lease customers.
Idle aircraft has been a major issue for the IAP Business.
The IAP business has four Jetstream aircraft and two
Metro aircraft available for lease with all but one of these
having been idle for the majority of the financial year.
The three idle Jetstreams were returned to service in
June 2015 and will provide a significant improvement to
results for 2016. The IAP business continues to look for
opportunities to get the two Metros back into service.
Emerald Assets Business
The 2015 results for the Emerald Assets business were
boosted by the gain on disposal of an ATP aircraft. The
aircraft was damaged due to an excursion from the
runway during a landing in poor weather conditions. No
one was injured in the incident but there was significant
damage to the landing gear, a wing and one of the
engines. The lessee’s insurers deemed it a total write-off
and the insurance proceeds have been received.
During the year, the business also negotiated a cash
deal to close-out the lease of an HS748 to an African
customer.
This leaves the Emerald business with one owned ATP
aircraft on lease to a long-term customer and another
customer owned ATP on a maintenance agreement. The
remaining idle ATP aircraft in England has been reduced
to spares and will be used to support the other ATP’s.
Emerald will make a modest profit and a significant
EBITDA contribution in the upcoming years, with the
funds used to pay down debt.
3.
Commentary on Operations during the Year
A summary of operational results (excluding tax, FX and non-cash asset write-downs) for each business is included
below:
PTB Business
IAP Business
Emerald Assets
Corporate Overheads
Operational results
(excluding non-cash asset write-downs and FX)
PTB Business Performance
Actual
2015
$’000
2,579
(2,073)
3,966
(863)
Actual
2014
$’000
3,339
575
533
Actual
2013
$’000
4,099
280
(42)
Actual
2012
$’000
3,504
(205)
(286)
(993)
(1,275)
(1,443)
3,609
3,454
3,062
1,570
The PTB Business generated an operational profit of
$2.579 million. The consistent results for the business
continue to be underwritten by the long-term engine
maintenance contracts. The PT6 Workshop had a
reasonable year but fell $0.710 million short of the
margins that were achieved in the prior year.
and were designed to align Australia with the European
(EASA) and USA (FAA) rules that have been in place
for decades. We believe that the new rules have added
additional layers of complexity above the equivalent
FAA rules, which leaves the USA shops with a significant
competitive advantage.
Additional requirements under the Civil Aviation Safety
Authority (CASA) Part 145 approval, compared to the
previous CAR30 approval, led to additional costs and a
reduction in productivity. The new Part 145 rules for
maintenance organisations commenced in June 2013
The business started to come to grips with the
additional requirements from the Part 145 maintenance
approval in the final quarter, leading to a corresponding
improvement in productivity. The business will continue
to work on this and further improvements are expected
in 2016.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Chairman and Managing Director’s Review
for the year ended 30 June 2015 (Continued)
5
Availability of suitable staff also had an impact on
productivity during peak periods.
Despite the reduced margins compared to the prior year,
the PT6 Workshop was still the largest contributor to
the overall result.
Engine sales had a very good year. Excellent margins
were made from a batch of PT6 engines that were
purchased during the year and drove a significant
increase in margins compared to the prior year.
Parts sales to non-contract customers were $0.306
million lower than the previous year. This was a
disappointing result and the business is focused on
improving results in this area in 2016.
Parts sales to contract customers were in line with the
prior year and were a significant contributor to the
overall margin.
Engine rental income for the year was slightly higher
than the prior year. While there are opportunities in this
area into the future, it will depend on the availability of
capital to purchase additional engines for lease. There
may also be opportunities for the rental or leasing of
engines from stock where a surplus becomes available.
IAP Business performance
The IAP Business finished the year with a net operational
loss (excluding tax, non-cash asset write-downs and
FX) of $2.073 million.
The overall loss was driven by:
Provisions were taken up for possible impairments to
debtors. This was made up of two large engine sales
where the engines are still in IAP’s possession. While it is
likely that these debts will either be paid, or the engines
sold to another party, it was felt that it was prudent to
take up the provision.
Depreciation costs were higher in 2015 due to the
idle aircraft. For operating aircraft, the depreciation is
charged as part of the cost of sales, rather than as an
overhead. This will reduce in the upcoming year in line
with the aircraft returning to service. The increased
rental returns mentioned previously are net of the
depreciation costs.
The core airframe parts and engine sales businesses
of IAP returned similar results to the prior year and are
forecast to produce similar results for next financial
year. These businesses are now well set up to produce
consistent returns without a reliance on one-off deals.
Overall, the IAP Business is well positioned to deliver a
solid profit for the 2016 year.
Emerald Assets
The Emerald 2015 operating result (excluding tax, non-
cash asset write-downs and FX) was a profit of $3.966
million (2014: $0.533 million). The gain on disposal of
an ATP aircraft was a significant contributor to the result.
Movements in aircraft during the year were:
■■ One ATP was delivered on a long-term lease;
■■ One leased ATP was damaged in a landing incident
■■
■■
■■
Reduced aircraft rentals
and has been written-off;
Redundancy costs
■■ One ATP was broken down into parts to support
the leased aircraft;
Property rehabilitation provision
Emerald now owns just one aircraft, which is attached
to a long-term lease. In addition to this, Emerald has a
maintenance contract for a second ATP that is owned by
the same customer.
For the next three to four years the Emerald Assets
business will provide modest profits from this lease,
interest from a hire purchase agreement and the ATP
maintenance contract. Funds will primarily be used to
pay down debt.
■■ Debtor impairment provision
■■
Additional depreciation costs.
Aircraft rentals were $0.489 million lower than the prior
year due to all but one aircraft remaining idle for the
majority of the year. As at June 2015, all four of the
Jetstream aircraft are now operating on leases. This is
forecast to deliver a $0.592 million increase in returns
for 2016. This could be further improved if leases or
sales of the two remaining Metro aircraft are found.
The majority of the accounting and administrative
functions for IAP were moved to the head office in the
final quarter of the 2015 year. This led to the payment of
redundancy costs but will deliver a significant reduction
in overhead costs for the upcoming year.
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 6
Chairman and Managing Director’s Review
for the year ended 30 June 2015 (Continued)
Corporate Overheads
The Group’s corporate overheads were $0.863 million
(2014: $0.993 million). The Group is continually looking
for ways to make savings in overheads and this is
reflected in the below budget result.
4. Debt and Equity Finance
Note: The land, buildings and associated plant and
equipment for Pinkenba (Brisbane) were transferred
from IAP to PTB during the year.
There is also a significant future tax asset balance related
to carry forward tax losses for the Group.
These assets are offset by borrowings, including bank
overdrafts, of $15.675 million (2014: $16.650 million).
The Group has met all of its loan repayments and the
CBA’s covenant requirements during the year.
6.
Cash Flows
2015
$’000
3,389
7,540
929
(2,206)
(4,268)
(1,372)
(418)
3,594
There was a net increase in cash during 2015 of $3.594
million, compared to a decrease of $1.398 million in
2014. The broad sources and applications of funds are
set out below:
The Group refinanced a large proportion of its debt with
the CBA during the 2015 financial year. These debts
were previously included in current liabilities in 2014
and have now been reclassified as non-current for this
report.
Total debt as at June 2015 has reduced to $15.675
million (2014: $16.650 million) with the weighted
average interest rate also dropping to 5.77% (2014:
7.58%). Net debt is $11.875 million (2014: $15.508
million).
5.
Statement of Financial Position and Net
Assets
Sources
Operating (excluding PTB stock)
Insurance proceeds – Emerald ATP
Jetstream & other sale proceeds
The net asset position as at June 2015 has increased
to $35.101 million (2014: $33.556 million). Included
in net assets are:
Applications
Additional stock & engines – PTB
Capital spend (mainly aircraft & engines)
2015
$’000
2014
$’000
Net Loan Repayments
Dividend – cash portion
Net Movements in Cash
Emerald Assets Business
Aircraft assets
3,979
6,563
Extended credit receivables
2,789
2,479
The business will continue to focus on improving cash
generated from operating activities with a view to using
these funds to pay dividends and reduce debt.
IAP Business
Land and buildings
Aircraft
Other fixed assets
3,813
6,618
5,878
6,946
57
311
Spare parts inventory
6,029
5,281
PTB Business
Land and buildings
Other fixed assets
Spare parts
Engines
Work in progress
3,184
617
319
370
6,283
6,014
9,278
6,919
2,815
2,467
The PTB Business has continued to build capacity and
improve the productivity of the PT6 workshop. This
has included an investment additional spare parts and
engines.
The Group has invested $4.268 million during the year
on assets. This included preparing ATP and Jetstream
aircraft for lease, overhauling of rental engines and
minor investments in tools and facilities.
The Group has continued to pay down loans during the
year with all repayment and covenant requirements
having been met. This will continue to be a focus for the
Group as improvements in cash generation from each
business flow through.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Chairman and Managing Director’s Review
for the year ended 30 June 2015 (Continued)
7
7. PTB Group’s Outlook
■■ Developing
new
(or
renewing)
engine
management programs;
The Group is now in a significantly better position to
move forward and provide greater returns to investors.
The PTB business will continue to make consistent
profits from the existing maintenance contracts while
continuing to take advantage of one-off trading
opportunities.
The IAP business is also in a very good position to provide
a solid profit in 2016. The return of three Jetstream
aircraft to service will provide a significant boost to the
results. The saving in overhead costs from merging the
IAP administration and accounting with the Head Office
will also boost the results for the business.
The Emerald business will also return a modest profit
from the remaining ATP lease and maintenance contract
in 2016.
■■
■■
■■
Continuing to focus on turning inventory into
cash.
Investigate
funding of aircraft and engines
funding opportunities to allow
Building a USA PT6A capability,
including
management of USA engine production, a sales
presence for engines, PT6A parts and engine
management programs.
For the next 12 months we will be focused on:
Harvey Parker
Chairman
Craig Baker
Managing Director
■■ Managing cash flow to pay down debt and build
working capital in each business;
■■ Managing cash flow to pay regular cash dividends;
■■
■■
Continue building the capacity of the PT6A repair
and overhaul facility;
Promote profitability in IAP by managing costs
and focusing on sales;
■■ Deploying remaining idle aircraft through sale or
lease;
■■
Continuing to travel the globe to unearth
possible purchase opportunities in the Group’s
core product lines and possible one-off trading
opportunities;
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 8
Directors’ Report
for the year ended 30 June 2015
Your Directors present the financial report of PTB Group
Limited and its controlled entities (“the Group”) for the
year ended 30 June 2015.
■■
The provision of finance for PT6A and TPE331
turbine engines for customers.
The Company listed on the Stock Exchange of Newcastle
Ltd (NSX) in March 2005. In September 2006 it acquired
IAP Group for $13.8 million. IAP Group is a Sydney based
niche aviation asset management company providing
aircraft inventory support, encompassing:
■■
■■
Global supply of aviation parts; and
Global aircraft and engine financing and sales.
Its business operations were highly complementary
to PTB Group’s business. Steve Ferris, the founder of
IAP Group, took approximately 80 per cent of the
consideration as PTB Group shares and now holds
approximately 22 per cent of the expanded Group.
In October 2006 the Company announced it had
acquired the aircraft and associated parts of the UK
companies, Emerald Airways Ltd and Emerald Airways
Engineering Ltd, for approximately $16.25 million.
In December 2006 the Company moved from the NSX
to the ASX. In conjunction with this move the Company
issued 2.5 million shares at $2 each to raise $5 million.
This followed capital raisings totalling $7.9 million earlier
in the period to fund part of the IAP Group and Emerald
assets acquisitions.
In June 2007 a USD 40 million financing and rental fund
was created with debt provided by an Australian financial
institution. The purpose of the fund was to acquire and
refurbish a diverse array of aviation assets for resale or
lease. By this time, PTB Emerald had also refurbished
and delivered one of the ATP and three of the HS748
freighters to European customers.
A brief summary of the years ended June 2008 to June
2013 as the Company dealt with the global financial
crisis and its aftermath is set out below:
FY 2008:
■■
Global financial crisis;
■■ Decision made to sell aircraft rather than use the
rental fund and
■■ Delay in settlement by a Middle Eastern customer
on two of the LFD ATP aircraft impacted on the
interest and holding costs of the Emerald project.
Directors
The following persons were Directors in office at any
time during or since the end of the year:
Name
H Parker
CL Baker
RS Ferris
Position
Director (non-executive), Chairman
Managing Director (Group)
Managing Director (IAP Division)
APS Kemp
Director (non-executive)
NFJ Bolton
Director (non-executive) –
appointed 11 November 2014
Principal Activities
The principal activities of the Group during the financial
year were the provision of the following services in
relation to aviation assets:
■■
■■
■■
■■
A specialist Pratt & Whitney PT6A and Honeywell
TPE331 turbine engine repair and overhaul
business based at Brisbane, Australia;
Trading operations in Australia and internationally
in aircraft airframes, turbine engines, and related
parts;
The provision of finance for aircraft and turbine
engines sold to customers; and
The lease, rental, or hire of aircraft and turbine
engines to customers.
There have been no significant changes in the nature of
these activities during the year not otherwise disclosed
in this report.
Review of Operations
Background
PTB Group Limited (“PTB”) was established in 2001,
when it was incorporated to acquire the Brisbane assets
of Pacific Turbine Pty Ltd ACN: 079 166 653. It focused
on providing services in relation to the Pratt & Whitney
PT6A and Honeywell TPE331 light turbine engines.
The Company performed:
■■
■■
Specialist turbine engine repair and overhaul
based at Brisbane, Australia;
Trading operations in Australia and internationally
in aircraft turbine engines and related parts; and
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Directors’ Report
for the year ended 30 June 2015 (Continued)
9
FY 2009:
■■
Continued strengthening of Australian dollar.
■■
■■
■■
■■
■■
■■
■■
The effect of the financial crisis continued to
impact on global passenger and freight activity,
creating a fall in aircraft values, the inability to
source financing, and significant oversupply
leasing
of aircraft which
opportunities;
limited sale and
FY 2011:
■■
■■
Substantial increase in operating performance of
PTB Division;
Good IAP Division result with one-off trading
events contributing strongly;
The sale of the two LFD ATP aircraft did not
proceed as the customer defaulted;
■■ Debt of $4.5 million paid down; and
The Group was forced to renegotiate the $14.7
million Emerald loan to an amortising facility over
four years at a more expensive interest rate;
The facility was moved to AUD at request of the
Financier causing a $2.4 million currency loss;
The USD $40 million facility was lapsed as the
Group was unable to secure profitable projects
within its risk profile;
As part of the strategic consolidation of its
operations, the Company settled on the Belmont
Land resulting in a profit of $1.9m (booked in the
2008 year); subsidiary Aeropelican Air Services
an RPT operator based at Newcastle Airport was
sold; the $4.5 million Unsecured Note facility
was rolled over; and, a purpose built workshop
and office complex in Brisbane was completed;
and the existing ANZ financing facilities were
extended;
Prior to the 2009 year end, the two LFD
ATP aircraft were also sold to an Indonesian
freight operator on an extended credit type of
arrangement; and
■■ Decision made to reduce the scope of the UK
refurbishment facility.
■■
Refinanced $4.6 million of Note finance by $4
million CBA Bank facility.
FY 2012:
■■
■■
■■
Good operational progress made with the PTB
Business and progress made in refocussing the IAP
Business;
Cash flow from operations up to $5.4 million; and
$3.5 million of debt paid down and $8.4 million of
debt converted to USD to better match with USD
receivables.
FY 2013:
■■
■■
■■
■■
■■
PTB Business signed a 5 year extension to the engine
maintenance contract with its largest customer;
Improved operating results from core businesses
across the Group;
Sale of ATP aircraft to existing customer. Accounting
loss offset by cash benefit;
$4.1 million of debt paid down; and
Fully franked 5.1 cent per share dividend paid.
FY 2010:
FY 2014:
■■
Emerald financier debt refinanced by CBA leading
to a profit on settlement of approximately $3.6
million;
■■ MD 90 project in Indonesia (purchase of aircraft
for part-out and sale) was settled, financed on
a profit share basis by an international aviation
group;
■■ One of the Metro aircraft leased into South
Korea; fourth J32 aircraft deployed with NSW
RPT operator;
■■
■■
■■
■■
$19.8 million write-down of assets in IAP and
Emerald;
Rationalisation of aircraft assets in Emerald with four
sold, one broken down into parts and one placed on
lease;
Focus on building PT6 overhaul capacity to service
contracts;
$1.6 million of debt paid down.
■■
PTB engine maintenance contracts expanded;
and
A detailed discussion and analysis of the 2015 year’s
performance has been provided in the Chairman and
Managing Director’s Review included in this annual report.
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 10
Directors’ Report
for the year ended 30 June 2015 (Continued)
Operating Results
The consolidated profit for the financial year after
providing for income tax was $1.963 million (2014:
$11.137 million loss). Operating profit before tax for
the year was $2.690 million (2014: $15.907 million
loss).
Financial Position
The net assets of the Group are $35.101 million as at
30 June 2015 (2014: $33.556 million).
Dividends
A fully franked dividend of 5 cents per share was declared
and paid for the 30 June 2015 financial year (2014: Nil).
Franking Credits
Franking credits available for subsequent financial years
based on a tax rate of 30 per cent are $10.236 million
(2014: $11.020 million).
Significant Changes in State of Affairs
There were no significant changes in the state of affairs
of the Group not otherwise disclosed in this report.
After Balance Date Events
No matters or circumstances have arisen since the end
of the financial year which have significantly affected or
may significantly affect the operations of the Group, the
results of those operations, or the state of affairs of the
Group in future.
Future Developments, Prospects and
Business Strategies
Small operators in the global aviation industry continue
to experience difficult trading conditions with lower
passenger and freight demand, and a shortage of
Increased regulation within the
available funding.
industry has also had a notable impact on small operators.
This has provided both challenges and opportunities to
the Group.
In response to this, the Group has focused on improving
the profitability of
its core businesses through
rationalising underperforming assets and building on
existing long-term, mutually beneficial relationships
with customers.
■■
■■
IAP: Spare parts supply and the continued
acquisition of aircraft and redundant spares as
well as trading in aircraft. All aircraft are acquired
at a price underwritten by their parts value with
a view to resell or reduce to parts; and
Financing and Rentals: Purchase of engines and
aircraft for lease, rental or hire purchase and
sale of engines and aircraft from the aircraft and
engine pool.
information on the
Other than as detailed in the Chairman and Managing
Director’s Review, the Directors have excluded from
this report any further
likely
developments in the operations of the Group and the
expected results of those operations in future financial
years, as the Directors have reasonable grounds to
believe that it would be likely to result in unreasonable
prejudice to the Group.
Environmental Issues
the Commonwealth’s Airports
The Group operates from Brisbane, Sydney, and
Bankstown Airports in Australia. It is required to meet
Brisbane Airport Corporation environment regulations
and
(Environment
Protection) Regulations 1997. The Group also has
administration and warehouse facilities in a number of
locations subject to relevant legislation. There have
been no non-compliances to date while the Group has
operated from these various locations.
Information on Current Directors
Harvey Parker Dip P.A, B.A. MBA (Melb) (Non-
Executive Chairman)
Harvey Parker was born in 1943 and has had a
distinguished career spanning several industries. He has
experience in the aviation industry as Managing Director
of New Zealand Post and the Airpost Joint Venture.
Presently he is the Chairman and also serves on the audit
and remuneration committees of the Company.
He was formerly Chairman of Jumbuck Entertainment
(resigned October 2014), Chairman of
Limited
Australian Natural Proteins Ltd (resigned October 2013)
and Chairman of DWS Limited (resigned February
2014). He has held no other Director positions with
listed companies in the last three years.
The Group has three broad business groupings under its
aviation asset management operations:
Craig Louis Baker CA, BCA (Managing Director –
Group)
■■
PTB: TPE331 together with PT6A turbine engine
repair and overhaul at the repair facility in
Brisbane; trading in spare parts for engines and
aircraft parts primarily for contract customers.
Craig Baker was born in 1946 in New Zealand. He has
had extensive experience in the aviation industry and is
a qualified accountant having been involved in aviation
businesses as a General Manager, Director and Finance
Manager for over 35 years.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Directors’ Report
for the year ended 30 June 2015 (Continued)
11
Craig’s duties involve the overall management of the
Group. He has held no Director positions with other
listed companies in the last three years.
Nicholas is focused on delivering superior risk adjusted
returns through active management and innovative
solutions to challenging issues.
Royston Stephen (Steve) Ferris B.Sc (Managing
Director – IAP Division)
Nicholas is a member of the remuneration committee of
the Company.
Steve Ferris was born in the UK in 1960. He graduated
from Bristol University in 1981 with a Bachelor of
Science. He incorporated the IAP Group in 1987 and has
grown the company in a successful manner by utilising
his vast knowledge of the aviation industry.
Steve is based in Sydney and is the Managing Director of
the IAP business. He has held no Director positions with
other listed companies in the last three years.
Andrew Kemp B.Com, CA (Non-Executive
Director)
Andrew graduated in Commerce from the University of
Melbourne and is a Chartered Accountant. After working
for KPMG and Littlewoods Chartered Accountants in
Melbourne and Sydney, he joined AIFC, the merchant
banking affiliate of the ANZ Banking Group, in Sydney in
1978. From 1979 until 1985, Andrew was Queensland
Manager of AIFC.
Andrew joined the North Queensland based Coutts
in 1985, and
Group as General Manager early
continued with this group until January 1987 when he
formed Huntington Group. Since 1980, Andrew has
been involved in a range of listings, acquisitions and
divestments. He has structured and implemented the
ASX listing of eleven companies. He has also advised
clients on a wide range of investments and divestments
over the last 25 years.
Andrew is currently a Director of Silver Chef Limited
(from April 2005). He was a director of G8 Education
Limited (March 2011 to March 2015) and Trojan Equity
Limited (May 2005 to March 2013).
Andrew is a member of the audit and remuneration
committees of the Company.
Nicholas Bolton (Non-Executive Director)
Nicholas Bolton was appointed as a Non-Executive
Director on 11 November 2014. Nicholas is the
Managing Director of Keybridge Capital Limited, a
significant shareholder of PTB Group Limited, and a
director of Australian Style Group Pty Ltd. Over the
past 13 years, Nicholas has managed and restructured
approximately $1 Billion of assets in the aviation, finance,
property, shipping, infrastructure and IT sectors.
Company Secretary
Daniel Zgrajewski was appointed as the Chief Financial
Officer and Company Secretary effective from 27
November 2013. Daniel holds a Bachelor of Business
from Queensland University of Technology and is a
Certified Practicing Accountant.
Daniel has over 20 years of experience in finance and
has worked in a number of roles in commercialised
segments of Brisbane City Council. These roles included
Commercial Accountant for Brisbane CityWorks and
Principal Financial Accountant for Brisbane Water.
Audit & Risk Management Committee Chairman
Russell Cole B.Com, FCA is the independent Chairman
of the Audit and Risk Management Committee. Russell
graduated from the University of Queensland with a
Bachelor of Commerce and is a Chartered Accountant
and Registered Company Auditor.
Russell has over 25 years’ experience in public practice
as a Chartered Accountant specialising in the corporate
sector with significant experience
in audit, risk
management and corporate governance. He has spent
15 years as an audit & assurance partner of national
accounting firms with a particular focus on emerging
listed companies.
Remuneration Report (Audited)
The remuneration report is set out under the following
main headings:
A Key management personnel
B Principles used to determine the nature and
amount of remuneration
C Details of remuneration
D Service contracts
E Share-based payment compensation
F Additional information
The information provided in this remuneration report
has been audited as required by section 308(3C) of the
Corporations Act 2001.
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 12
Directors’ Report
for the year ended 30 June 2015 (Continued)
A.
Key management personnel
Executive and Key Management Pay
The remuneration committee is responsible for advising
the Board on remuneration and issues relevant to
remuneration policies and practices including those
of senior management and executive Directors. The
committee has responsibility for reviewing and evaluating
market practices and trends in relation to remuneration,
recommending
remuneration policies, overseeing
the performance and making recommendations on
remuneration of members of senior management and
executive Directors.
Remuneration in each case is taken as including not
only monetary payments (salaries), but all other non-
monetary emoluments and benefits, retirement benefits,
superannuation and incentive programs.
In each case the committee refers to the general
market and industry practice (as far as directly relevant
benchmarks can be identified for comparative purposes)
and the need to attract and retain high caliber personnel.
in the form of cash bonuses for
Compensation
executives and key management personnel is designed
to ensure reward for performance is competitive and
appropriate for the results delivered. The framework
aligns executive and key management reward with
achievement of strategic objectives and creation of
value for shareholders in terms of return on equity, and
conforms to market practice for delivery of reward. The
Board ensures that executive and key management
reward satisfies the following key criteria for good
reward governance practices:
■■
■■
■■
■■
■■
Competitiveness and reasonableness;
Acceptability to shareholders;
Performance alignment of compensation;
Transparency; and
Capital management.
The directors and other key management personnel of
the consolidated entity during or since the end of the
financial year were:
Non-executive directors
Mr H Parker
Chairman, Non-executive director
Mr A P S Kemp
Non-executive director
Mr N F J Bolton
Non-executive director from 11
November 2014
Executive officers
Mr C L Baker
Executive Director
Mr R S Ferris
Executive Director
Mr D Zgrajewski
Company Secretary and CFO
Except as noted, the named persons held their current
position for the whole of the financial year and since
the end of the financial year.
Principles used to determine the nature
B.
and amount of remuneration
Non-executive Directors
Non-executive Directors are to be paid out of Company
funds as remuneration for their services, such sum as
accrues on a daily basis as the Company determines to
be divided among them as agreed, or failing agreement,
equally. The maximum aggregate amount which has
been approved by shareholders for payment to non-
executive Directors is $100,000 per annum.
Directors’ remuneration for their services as Directors
is by a fixed sum and not a commission or a percentage
of profits or operating revenue. It may not be increased
except at a general meeting in which particulars of the
proposed increase have been provided in the notice
convening the meeting of shareholders. There is
provision for Directors who devote special attention to
the business of the Company or who perform services
which are regarded as being outside the scope of their
ordinary duties as Directors, or who at the request of
the Board engage in any journey on Company business,
to be paid extra remuneration determined by the Board.
Directors are also entitled to their reasonable travel,
in
accommodation and other expenses
attending Company or Board meetings, or meetings of
any committee engaged in the Company’s business. Any
Director may be paid a retirement benefit as determined
by the Board, consistent with the Corporations Act
2001 and the ASX Listing Rules.
incurred
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Directors’ Report
for the year ended 30 June 2015 (Continued)
13
benefit to the Company in encouraging the commitment
and continuity of service of the recipients. By providing
executives and employees with a personal financial
interest in the Company, the Company will be able to
attract and retain Executive Directors, key Executives
and employees in a highly competitive market. This is
expected to result in future benefits accruing to the
shareholders of the Company.
The establishment of the Scheme was approved by
shareholders on 3 June 2005. All staff are eligible to
participate in the scheme, including Executive Directors
(since they take part in the management of the
Company).
As advised in the following “Section E Share-Based
Payment Compensation” no options were issued under
the scheme during the year (2014: Nil).
Company Performance, Shareholder Wealth and
Directors’ and Executive Remuneration
The base salaries for the executives are substantially in
accordance with the market for executives of similar
levels.
Executive Directors
The Executive Directors’ pay and reward framework has
the following components:
■■
■■
Base pay and benefits, including superannuation;
and
Short-term performance incentives.
Base pay: Structured as a total employment cost package
which may be delivered as a combination of cash and
prescribed non-financial benefits at the Executive
Director’s discretion. Base pay is reviewed annually and
benchmarked against inflation.
Superannuation:
Executive Directors’ base pay
includes statutory and salary sacrificed superannuation
contributions.
incentives:
Short-term performance
Cash bonus
incentives are based on pre-determined after tax return
on equity and operational targets based on the criteria
detailed above, as set by the remuneration committee.
The bonuses are paid in October each year. The pre-
determined targets ensure that variable reward is only
available when value has been created for shareholders,
and when profit and operational objectives are
consistent with the business plan. Each Executive
Director has a target short-term incentive opportunity
depending on the accountabilities of the role and impact
on the organisation or business unit performance. The
maximum target bonus opportunity is 33 per cent of
base pay.
As advised in the following “Section C. Details of
Remuneration”, no short term incentives were paid to
Executive Directors during the financial year (2014: Nil).
Other Executives and Key Management Personnel
Other Executives and key management personnel’s
pay and reward framework includes base pay and
short-term incentives. There are no fixed performance
criteria for the cash bonuses. After the end of the
financial year the remuneration committee assesses
the performance of individuals and, where appropriate,
approves discretionary cash bonuses to be paid to the
individuals. Cash bonuses are paid following approval by
the remuneration committee.
Long-term incentives to Executives and
Employees
In order to provide a long-term incentive to the
executives and employees of the Company, an Employee
Share Option Scheme (“the Scheme”) is in place. The
incentive provided by the scheme will be of material
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 14
Directors’ Report
for the year ended 30 June 2015 (Continued)
C. Details of Remuneration
The remuneration for each Director and other key management personnel of the Company and the Group was as follows:
Short - term benefits
Post -
employment
Other
Total
Share-
based
payment
Cash
salary
and fees
$
Cash
bonus
$
Non-
monetary
benefits
Super-
annuation
Long-
term
benefits*
Termination
Benefits
Options
$
$
$
$
$
$
33,000
-
-
-
-
- -
33,000
284,071
-
-
31,424
16,091
- - 331,586
357,270
-
-
34,386
24,570
- - 416,226
21,800
-
-
- -
- -
21,800
13,827
-
-
-
-
-
-
13,827
2015 Year Directors
H Parker
(Non-Executive Director)
CL Baker
(Managing Director -
Group)
RS Ferris
(Managing Director -
IAP)
APS Kemp
(Non-Executive Director)
NFJ Bolton
(Non-Executive
Director – 11/11/14 to
30/06/15) **
Total Directors
709,968
-
-
65,810
40,661
-
- 816,439
Other Key Management Personnel
D Zgrajewski (Company
Secretary and CFO)
177,879
4,000 -
17,254 -
- - 199,133
Total Other Key
Management Personnel 177,879
4,000
-
17,254
-
-
- 199,133
2014 Year Directors
H Parker (Non-Executive
Director)
CL Baker ( Managing
Director - Group)
RS Ferris ( Managing
Director - IAP)
APS Kemp (Non-
Executive Director)
30,000
-
-
3,000 -
-
-
33,000
-
-
35,000
4,279
-
- 275,693
-
-
23,761
4,268
- - 294,729
236,414
266,700
21,800
-
-
-
-
-
-
21,800
Total Directors
554,914
-
-
61,761
8,547
-
- 625,222
Other Key Management Personnel
P Kapel (Company
Secretary and CFO -
1/07/13 to 27/11/13)
D Zgrajewski (Company
Secretary and CFO –
27/11/13 to 30/06/14)
81,394
-
104,685
2,400
-
-
10,417
1,318
99,404
- 192,533
9,876
-
-
- 116,961
Total Other Key
Management Personnel 186,079
* Comprising accrued long service leave
* Paid to Keybridge Capital Limited
2,400
-
20,293
1,318
99,404
- 309,494
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Directors’ Report
for the year ended 30 June 2015 (Continued)
15
D Zgrajewski (Company Secretary and Chief
Financial Officer)
■■
■■
■■
Term of agreement – Three years commencing
22 November 2013;
Base annual salary – $180,250 excluding
superannuation; and
Notice period – Termination by three months’
notice in writing by either party other than for
gross misconduct.
No other key management personnel are subject to
service agreements.
E.
Share-based Payment Compensation
remuneration options were granted to key
No
management personnel, exercised or lapsed during this
or the prior financial year.
There were no other executives in the current or prior
year. All Directors and other key management personnel
are employed by PTB Group Limited except Mr. S Ferris
who is employed by IAP Group Australia Pty Ltd. Cash
bonuses were paid during the current and prior year to
non-key management personnel. No specific service
or performance criteria were used to determine the
amount of the bonuses.
D.
Service Contracts
Major provisions of service agreements with Executive
Directors and other key management personnel as at 30
June 2015 are set out below:
C L Baker (Managing Director – Group)
■■
■■
■■
Term of agreement – 19 December 2013 to 31
December 2015;
Base annual salary – $310,000 excluding
superannuation effective from 1 July 2014 and
$319,300 excluding superannuation effective
from 1 January 2015; and
Notice period – Termination by three months’
notice in writing by either party other than for
gross misconduct.
R S Ferris (Managing Director – IAP)
■■
■■
■■
Term of agreement – 19 December 2013 to 31
December 2015;
Base annual salary – $310,000 excluding
superannuation effective from 1 July 2014 and
$319,300 excluding superannuation effective
from 1 January 2015; and
Notice period – Termination by three months’
notice in writing by either party other than for
gross misconduct.
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 16
Directors’ Report
for the year ended 30 June 2015 (Continued)
F.
Additional Information
The number of shares in the company held during the financial year by each Director of PTB Group Limited and other
key management personnel of the Group, including their personally related parties, are set out below. There were no
shares granted during the current or previous year as compensation.
Balance at
the start of
the year
Issued as
purchase
consideration
Received
during the
year on the
exercise of
options
Other
changes
(on-market
purchases
& DRP)
Balance
at date of
appointment
/
resignation
Balance at
the end of
the year
Number
Number
Number
Number
Number
Number
2015 Directors
H Parker
CL Baker
RS Ferris
APS Kemp
NFJ Bolton*
343,175
2,356,505
7,733,783
649,635
-
-
-
-
-
-
-
-
-
-
-
65,996
477,022
1,487,266
178,587
-
-
-
-
409,171
2,833,527
9,221,049
828,222
1,345,775
6,998,027
8,343,802
-
-
-
-
-
50,077
343,175
2,356,505
7,733,783
649,635
Other Key management personnel of the Group
D Zgrajewski
-
2014 Directors
H Parker
CL Baker
RS Ferris
APS Kemp
343,175
2,324,205
7,733,783
593,545
-
-
-
-
-
Other Key management personnel of the Group
P Kapel
D Zgrajewski
14,318
-
-
-
-
50,077
-
32,300
-
56,090
-
-
-
-
-
-
10,000
24,318
-
-
N/A
-
* Shares are held by Keybridge Capital Limited, of which NFJ Bolton is Managing Director.
Loans to key management personnel
There were no loans to Directors of PTB Group Limited or other key management personnel of the Group during the
current or previous reporting period.
Other transactions with key management personnel and/or their related parties
During 2007 PTB (Emerald) Pty Ltd (subsidiary) obtained a loan of $2,000,000 from Steve Ferris (Director). The
loan was repaid in full during the year ended 30 June 2015. Interest of 9% (2014: 9%) per annum (fixed) was
payable monthly in arrears. The loan was unsecured and the balance outstanding at 30 June 2015 was nil (2014:
$2,600,000).
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Directors’ Report
for the year ended 30 June 2015 (Continued)
17
During 2015, Steve Ferris advanced funds to IAP to fund the purchase of a package of parts. There is no interest
payable on this advance and the full amount is to be repaid in the 2016 year. The balance outstanding as at 30 June
2015 for this advance is $270,615.
All transactions were under normal commercial terms and conditions, unless otherwise stated. No bad or doubtful
debts expense has been, or is likely to occur, from transactions with related parties.
A Director, Mr. R S Ferris, is the major shareholder of Skyforce Aviation Pty Ltd (Skyforce). Mr. R S Ferris is not a
Director or employee of Skyforce and did not receive any remuneration from Skyforce during the year (2014: Nil).
During 2015 IAP sold parts and provided aircraft maintenance services to Skyforce and Skyforce provided aircraft
maintenance services to IAP. The parts sold and services provided were invoiced at market rates.
Aggregate amounts of each of the above types of other transactions with key management personnel of the Group
are as follows:
Amounts invoiced by IAP to Skyforce
Rental Income for Aircraft
Sale of parts to Skyforce
Provision of aircraft maintenance services to Skyforce
Amounts invoiced by Skyforce to IAP
2015
$’000
2014
$’000
-
80,808
-
80,808
130,581
139,096
85,743
355,420
Provision of aircraft maintenance services to IAP
132,812
247,411
Interest paid on Director’s loan
205,272
236,705
Aggregate amounts receivable/payable arising from the above types of transactions with key management
personnel of the Group:
– current borrowings
– non-current borrowings
270,615
-
-
2,600,000
There were no other transactions conducted between the Group and KMP or their related parties, other than those
disclosed above relating to equity, compensation and loans, that were conducted other than in accordance with
normal employee, customer or supplier relationships on terms no more favourable than those expected under arm’s
length dealings with unrelated persons.
Details of remuneration: cash bonuses and options
Any grant of options and cash bonuses are discretionary. No options or bonuses were granted during the year.
Share-based compensation: options
There were no options granted during the year. As at 30 June 2015 there are no options on issue.
Share Options
Shares Issued on Exercise of Options
There were no options outstanding as at the commencement of the financial year and no options were issued during
the year ending 30 June 2015. No options were issued subsequent to year end.
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 18
Directors’ Report
for the year ended 30 June 2015 (Continued)
Shares Under Option
Proceedings on Behalf of the Company
At the date of this report, PTB Group Limited has no
unissued ordinary shares under option.
Loans to Directors and Executives
There are no loans to Directors and executives.
Meetings of Directors
Attendances by each Director during the financial year
were as follows:
Number of
Meetings Held
While a Director
Number of
Meetings
Attended
Full Board
H Parker
CL Baker
APS Kemp
RS Ferris
NFJ Bolton
Remuneration Committee
H Parker
APS Kemp
NFJ Bolton
Audit and Risk
Management Committee
H Parker
APS Kemp
13
13
13
13
8
2
2
1
4
4
11
13
13
12
8
2
2
1
3
4
Indemnification and Insurance of Directors,
Officers and Auditors
During or since the end of the financial year, the
Company has not given any indemnity or entered into
any agreement to indemnify, or paid or agreed to pay
insurance premiums in relation to an officer or auditor,
except as detailed below.
The Company has Directors and Officers insurance in
place for all Directors and officers of the Company.
This insurance insures any person who is or has been
an officer of the Company against certain liabilities in
respect of their duties as an officer of the Company, and
any other payments arising from or in connection with
such proceedings, other than where such liabilities arise
from conduct involving a willful breach of duty.
The policy prohibits disclosure of details of the cover and
the amount of the premium paid.
No person has applied to the Court under section
237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to intervene
in any proceedings to which the Company is a party,
for the purpose of taking responsibility on behalf of the
Company for all or part of those proceedings.
No proceedings have been brought or intervened in on
behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001
Non-Audit Services
The Company may decide to employ the auditor
on assignments additional to statutory audit duties
where the auditor’s expertise and experience with the
Company are important.
The Board of Directors has considered the position and,
in accordance with the advice received from the audit
committee is satisfied that the provision of non-audit
services, if any, during the year is compatible with the
general standard of independence for auditors imposed
by the Corporations Act 2001.
During the year no non-audit service fees were paid
or payable for services provided by the auditor of the
company (2014: Nil).
The lead auditor’s independence declaration is set out on
page 19 and forms part of the Directors’ Report for the
year ended 30 June 2015.
Williams Hall Chadwick continues in office in accordance
with Section 327 of the Corporations Act 2001.
Rounding of Amounts
The Company is of a kind referred to in class order
98/100,
issued by the Australian Securities and
Investments Commission, relating to the “rounding off”
of amounts in the Directors’ report. Amounts in the
Directors’ report have been rounded off in accordance
with that class order to the nearest thousand dollars, or
in certain cases, the nearest dollar.
This report is made in accordance with a resolution of
the Directors.
H Parker
Chairman
Brisbane
21 August 2015
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Auditor’s Independence Declaration
for the year ended 30 June 2015
19
Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 to the directors
of PTB Group Limited
I declare that, to the best of my knowledge and belief during the year ended 30 June 2015 there have been no
contraventions of:
(i) the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Geoffrey Stephens
Director
Williams Hall Chadwick
Dated this 21st day of August 2015
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 20
Corporate Governance Statement
for the year ended 30 June 2015
Corporate Governance describes the framework of
rules, relationships, systems and processes within
and by which authority is exercised and controlled
within corporations. It encompasses the mechanisms
by which companies, and those in control, are held to
account. Good corporate governance promotes investor
confidence which is crucial to the ability of the group to
compete for capital.
The ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations 3rd Edition
recommends eight core corporate governance principles
for entities listed on the ASX that, in the Council’s view
are likely to achieve good governance outcomes and
meet the reasonable expectations of most investors
in most situations. The Recommendations are not
mandatory and do not seek to prescribe the corporate
governance practices that a listed entity must adopt.
Under Listing Rule 4.10.3 PTB is required to provide a
statement disclosing the extent to which it has followed
the Recommendations. Where a Recommendation has
not been followed, this fact must be disclosed together
with the reasons for the departure.
This PTB Group Corporate Governance Statement is
structured with reference to the Council’s Principles and
Recommendations.
Principle 1: Lay solid foundations for
management and oversight.
A
listed entity should establish and disclose the
respective roles and responsibilities of its board and
management and how their performance is monitored
and evaluated.
Recommendation 1.1
A listed entity should disclose:
Complies:
YES
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the board
and those delegated to management.
Recommendation 1.2
A listed entity should:
Complies:
YES
(a) undertake appropriate checks before appointing
a person, or putting forward to security holders
a candidate for election, as a director; and
(b) provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-elect a
director.
Recommendation 1.3
Complies:
YES
A listed entity should have a written agreement with
each director and senior executive setting out the
terms of their appointment.
Recommendation 1.4
Complies:
YES
The company secretary of a listed entity should be
accountable directly to the board, through the chair,
on all matters to do with the proper functioning of the
board.
Recommendation 1.5
A listed entity should:
Complies:
NO
(a) have a diversity policy which
includes
requirements for the board or a relevant
committee of the board to set measurable
objectives for achieving gender diversity and
to assess annually both the objectives and the
entity’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period
the measurable objectives
for achieving
gender diversity set by the board or a relevant
committee of the board in accordance with the
entity’s diversity policy and its progress towards
achieving them, and either:
(1) the
respective proportions of men
and women on the board,
in senior
executive positions and across the whole
organisation (including how the entity
has defined “senior executive” for these
purposes); or
(2) if the entity is a “relevant employer”
under the Workplace Gender Equality Act,
the entity’s most recent “Gender Equality
Indicators”, as defined in and published
under that Act.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Corporate Governance Statement
for the year ended 30 June 2015 (Continued)
21
Recommendation 1.6
A listed entity should:
Complies:
YES
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose, in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in accordance
with that process.
risk management and internal compliance and
control, codes of ethics and conduct, and legal
and statutory compliance;
(e) Monitoring senior management’s performance
and implementation of strategy;
(f) Approving and monitoring the progress of major
capital expenditure, capital management, and
acquisitions and divestures; and
(g) Approving and monitoring financial and other
reporting and the operation of committees.
Recommendation 1.7
A listed entity should:
Complies:
YES
Responsibilities of the Managing Director and
Senior Management
The Managing Director and other senior executives are
responsible for:
(a) have and disclose a process for periodically
its senior
evaluating the performance of
executives; and
(b) disclose, in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in accordance
with that process.
Responsibility of the Board
Responsibility for the Company’s corporate governance
rests with the Board. The Board’s guiding principle
in meeting this responsibility
is to act honestly,
conscientiously and fairly, in accordance with the law, in
the interests of PTB Group’s shareholders (with a view
to building sustainable value for them) and those of
employees and other stakeholders.
The Board’s broad function is to:
a) Chart strategy and set financial targets for the
Company;
b) Monitor the
implementation and execution
of strategy and performance against financial
targets; and
c) Appoint and oversee the performance of
executive management and generally to take and
fulfil an effective leadership role in relation to the
Company.
Power and authority in certain areas is specifically
reserved to the Board – consistent with its function as
outlined above. These areas include:
(a) Composition of the Board itself including the
appointment and removal of Directors;
(b) Oversight of
its
the Company
strategy, operational performance, controls and
accountability systems;
including
a) Developing corporate strategy, performance
targets, budgets, and business and operational
plans for review and ratification by the Board;
b) Developing,
implementing, and maintaining
appropriate policies, procedures, and practices for
the management and control of the business; and
c) Execution of the overall corporate strategy and
business plans, and the day to day management
of operations.
Board Charter and Policy
The Board has adopted a charter which will be kept under
review and amended from time to time as the Board
may consider appropriate to give formal recognition to
the matters outlined above. The last amendment was in
June 2015. This charter sets out various other matters
that are important for effective corporate governance
including the following:
a) A detailed definition of ‘independence’;
b) A framework for the identification of candidates
for appointment to the Board and their selection;
c) A framework for individual performance review
and evaluation;
d) Proper training to be made available to Directors
both at the time of their appointment and on an
on-going basis;
e) Basic procedures for meetings of the Board and
its committees: frequency, agenda, minutes and
private discussion of management issues among
non-executive Directors;
(c) Appointment and removal of senior executives
and the Company Secretary;
f) Ethical standards and values: formalised in a
(d) Reviewing, ratifying, and monitoring systems of
detailed code of ethics and values;
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 22
Corporate Governance Statement
for the year ended 30 June 2015 (Continued)
g) Dealings in securities: as per the Group’s Securities
Trading Policy last updated on 22 December
2010 that is lodged with the ASX; and
h) Communications with shareholders and the
market.
Appointment of Board Members
When a vacancy exists, through whatever cause, or
where the Board considers that it would benefit from
the services of a new member with particular skills, the
Board considers a panel of candidates identified and
selected by the Board having regard to:
a) what may be appropriate for the Company and
the Group;
b) the skills, expertise and experience of the
candidates;
c) the mix of those skills, expertise and experience
with those of the existing Directors; and
d) the perceived compatibility of the candidates
with the Group and with the existing Directors.
Potential candidates to be appointed as Directors are
considered by the Board with advice from an external
consultant as considered by the Board to be appropriate.
The Board then appoints the most suitable candidates
who (assuming that they consent to act as Directors)
continue in office only until the next AGM and are then
eligible for re-election but are not taken into account
in determining the number of Directors to retire by
rotation at the AGM. Security holders are provided with
all material information in the company’s possession
relevant to a decision on whether or not to elect or re-
elect a director
The terms and conditions of the appointment of all new
members of the Board must be specified in a letter of
appointment.
Diversity Policy
The Board aims to create a corporate culture that
embraces diversity by applying transparent merit
based principles to recruitment, training and promotion
opportunities.
It supports employment flexibility and employee career
development and recognises the importance of creating
an environment that is conducive to the appointment of
suitably qualified employees, management and Board
candidates who will maximise the achievement of the
corporate goals.
recommendations
issued by ASX
Best practice
recommend a separate disclosure of measurable
objectives
for measuring gender diversity and
the proportion of women employees in the whole
organisation, in senior positions and on the Board.
The Board is of the view that given the size of the
Company and of the Board, it is considered that setting
diversity targets and measurement systems are not
appropriate and hence PTB Group does not fully comply
with this guideline.
Board and Committee Evaluation Process
The performance of the Board, its committees, and
individual Directors
is evaluated annually by the
Chairman in accordance with the Company’s Corporate
Governance Charter. This review includes the mix and
experience and skills represented, the effectiveness of
Board processes, and the performance and contribution
of individual members in terms of the execution of the
required Board functions as described above, for the
relevant year. Members of the Board whose performance
is unsatisfactory are asked to retire. The Charter is
available on the Company’s website. It is considered
that an informal annual evaluation of the performance
of the Board, its committees and the Directors by the
Chairman is appropriate given the size and complexity
of the business.
Service Agreements with Senior Management
and Company Secretary
Senior Management Evaluation Process
The terms of appointment of senior management are
documented in a service agreement. Key details of
service agreements with key management personnel are
detailed in the remuneration report forming part of the
Directors’ report in the annual report
The terms of appointment of the company secretary are
documented in a service agreement including that the
company secretary is accountable directly to the board,
through the chair, on all matters to do with the proper
functioning of the board.
The process for evaluating the performance of senior
management includes a process of annual appraisals
measuring performance against goals and key
performance indicators including contributions to the
overall outcomes of the business.
Performance evaluations have taken place in accordance
with the process disclosed.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Corporate Governance Statement
for the year ended 30 June 2015 (Continued)
23
Principle 2: Structure the board to add value.
A listed entity should have a board of an appropriate
size, composition, skills and commitment to enable it to
discharge its duties effectively.
Recommendation 2.1
The board of a listed entity should:
Complies:
YES
(a) have a nomination committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director, and
disclose:
(3) the charter of the committee;
(4) the members of the committee; and
Recommendation 2.3
A listed entity should disclose:
Complies:
YES
(a) the names of the directors considered by the
board to be independent directors;
(b) if a director has an interest, position, association
or relationship of the type described in Box 2.3
but the board is of the opinion that it does not
compromise the independence of the director,
the nature of the interest, position, association
or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
Recommendation 2.4
Complies:
NO
A majority of the board of a listed entity should be
independent directors.
(5) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
Recommendation 2.5
Complies:
YES
The chair of the board of a listed entity should be an
independent director and, in particular, should not be
the same person as the CEO of the entity.
(b) if it does not have a nomination committee,
disclose that fact and the processes it employs
to address board succession issues and to ensure
that the board has the appropriate balance of
skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and
responsibilities effectively.
Recommendation 2.6
Complies:
YES
A listed entity should have a program for inducting
new directors and provide appropriate professional
development opportunities for directors to develop
and maintain the skills and knowledge needed to
perform their role as directors effectively.
Recommendation 2.2
Complies:
YES
A listed entity should have and disclose a board skills
matrix setting out the mix of skills and diversity that
the board currently has or is looking to achieve in its
membership.
Nominations Committee
recommendations
issued by ASX
Best practice
recommend a separate Nominations Committee to
assist the Board and report to it on selection and
appointment issues and practices including those for
senior management and non-executive Directors.
Given the size of the Company and of the Board
the separate Nominations Committee has not been
continued and the responsibility for this function now
rests with the Board.
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 24
Corporate Governance Statement
for the year ended 30 June 2015 (Continued)
Composition of the Board
The Board performs its role and function in accordance
with the following principles:
a) The Board should comprise at least three and no
more than 10 Directors;
b) The Board must comprise of members with
a broad range of experience, expertise, skills
and contacts relevant to the Company and its
business;
notwithstanding their position as a professional
advisor due to the fact that fees payable by
the Company to the advisor’s firm represent an
insignificant component of its overall revenue;
d) is not a significant supplier or customer of the
Company or another Group member, or an officer
of or otherwise associated, directly or indirectly,
with a significant supplier or customer;
e) has no significant contractual relationship with
the Company or another Group member other
than as a Director;
c) At least half of the Board should be non-executive
Directors independent from management; and
f)
d) The Chairman of the Board should be one of the
independent non-executive Directors.
At 30 June 2015 the Board comprised five members
including H Parker (appointed 10/10/2001), an
independent non-executive Chairman, APS Kemp
(appointed 25/08/2006) an
independent non-
executive Director, NFJ Bolton (appointed 11/11/2014)
a non-executive director and C Baker (appointed
9/10/2001) and RS Ferris (appointed 21/09/2006)
who are executive Directors.
The Board is of the view that the current composition
of the Board is adequate to ensure the best interests of
shareholders given the size and nature of the Company’s
operations. In addition, the Chairman has the deciding
vote at any meetings where a vote is initially tied.
Independence of Board Members
The Board has adopted the following definition of an
Independent Director:
An independent Director is a Director who is not a
member of management (a non-executive Director)
and who:
a)
is not a substantial shareholder of the Company
or an officer of, or otherwise associated, directly
or indirectly, with a substantial shareholder of the
Company;
b) has not, within the last three years, been employed
in an executive capacity by the Company or
another Group member, or been a Director after
ceasing to hold any such employment;
c)
is not a principal of a professional advisor to
the Company or another Group member, or an
employee materially associated with the service
provided, except in circumstances where the
advisor might be considered to be independent
is free from any interest and any business or other
relationship, which could, or could reasonably
be perceived to, materially interfere with the
Director’s ability to act in the best interests of the
Company; and
g) has not served on the Board for a period which
could, or could reasonably be perceived to,
materially interfere with the Director’s ability to
act in the best interests of the Company.
The Board regularly assesses the independence of each
Director in the light of the interests disclosed by them.
The independence of Directors is disclosed in the annual
report. Where the independence of a Director is lost,
this will be immediately disclosed to the market.
Of the five Company Directors, Harvey Parker and
Andrew Kemp are independent non-executive Directors.
Together the Directors have a broad range of experience,
expertise, skills, qualifications and contacts relevant to
the business of the Company.
The Board composition does not comply with
recommendation 2.4 of the ASX Corporate Governance
Guidelines as the majority of Directors are not
independent Directors.
The Board has adopted the following measures to ensure
that independent judgement is achieved and maintained
in respect of its decision-making processes:
■■
The Chairman is an independent non-executive
Director;
■■ Directors are entitled to seek
independent
professional advice at the Company’s expense,
subject to the approval of the Chairman;
■■ Directors having a conflict of interest in relation
to a particular item of business must absent
themselves from the Board meeting before
commencement of discussion on the topic; and
Non-executive Directors confer on a needs basis
without management in attendance.
■■
The size and complexity of the business does not warrant
additional Directors at the present time.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Corporate Governance Statement
for the year ended 30 June 2015 (Continued)
25
Board Skills Matrix
Best practice commitment
A Board skills matrix has been adopted by the board of
PTB Group Limited (PTB) to ensure the board maintains
an appropriate mix of skills, knowledge, experience,
personal attributes and other criteria appropriate for the
governance of the Group.
The PTB Board is a skills-based board comprising
directors who collectively have the skills, knowledge
and experience to effectively govern and direct the
organisation including governance skills, industry skills
and personal attributes.
The Board skills matrix is reviewed and assessed annually
as part of the board evaluation process. Individual board
member skills are updated annually as part of the
director evaluation process.
A summary of skills, experience and special responsibilities
of each director is disclosed in the Directors’ Report
included in the annual report.
Induction of New Directors, Training and
Advice
Directors are provided with relevant information in
relation to the Company and the Group before accepting
appointment, and also with a relevant induction package
on accepting appointment, in each case appropriate for
them to discharge their responsibilities in office.
Directors are provided with access to continuing
education
in relation to the Group extending to
its business, the industry in which it operates, and
generally information required by them to discharge the
responsibilities of their office.
Each Director has the right to seek independent legal
or other professional advice at the Company’s expense.
Prior approval from the Chairman is required but may
not be unreasonably withheld or delayed.
Principle 3: Act ethically and responsibly
A listed entity should act ethically and responsibly
Recommendation 3.1
A listed entity should:
Complies:
YES
(a) have a code of conduct for its directors, senior
executives and employees; and
(b) disclose that code or a summary of it.
The Company is committed to achieving and maintaining
the highest standards of conduct and has undertaken
various initiatives that are designed to achieve this
objective. The PTB Group’s Corporate Governance
Charter is intended to ‘institutionalise’ good corporate
governance and, generally, to build a culture of best
practice both in the Company’s own internal practices
and in its dealings with others. The Charter is available
on the Company’s website.
The following are a tangible demonstration of the
Company’s corporate governance commitment:
Independent professional advice
With the prior approval of the Chairman, which
may not be unreasonably withheld or delayed, each
Director has the right to seek independent legal and
other professional advice concerning any aspect of the
Company’s operations or undertakings in order to fulfil
their duties and responsibilities as Directors. Any costs
incurred are borne by the Company.
Code of conduct for transactions in securities
The Company has developed and adopted a Securities
Trading Policy (lodged with the ASX) to regulate
dealings in securities by Directors, senior management,
employees and their associates. This is designed to
ensure fair and transparent trading in accordance with
both the law and best practice.
Charter
The Board has adopted a Code of Ethics in its Corporate
Governance Charter that sets out the principles and
standards with which all Group officers and employees
are expected to comply in the performance of their
respective functions. Officers and employees are
expected to:
■■
■■
■■
■■
■■
Comply with the law;
Act honestly and with integrity;
Reduce the opportunity for situations to arise
which result in divided loyalties or conflicts of
interest;
Use PTB Group’s assets responsibly and in the
best interests of its shareholders; and
Be responsible and accountable for their actions.
Senior management immediately investigates possible
failures to comply with the principles of ethical and
responsible conduct, employing the use of third party
expertise where necessary. The appropriate level of
disciplinary action is applied where departures from
these principles are confirmed.
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES 26
Corporate Governance Statement
for the year ended 30 June 2015 (Continued)
Principle 4: Safeguard integrity in corporate
reporting
Recommendation 4.3
Complies:
YES
A listed entity should have formal and rigorous processes
that independently verify and safeguard the integrity of
its corporate reporting.
A listed entity that has an AGM should ensure that its
external auditor attends its AGM and is available to
answer questions from security holders relevant to the
audit.
Complies:
No, 4.1(a)
(1) and
4.1(a)
(2) not
complied
with)
Recommendation 4.1
The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom
are non-executive directors and a majority
of whom are independent directors; and.
(2) is chaired by an independent director, who
is not the chair of the board, and disclose:
Audit and Risk Management Committee
(‘ARM Committee’)
The purpose of this Committee is to advise on the
establishment and maintenance of a framework of
internal control and appropriate ethical standards for
the management of the Company. Its current members
are Russell Cole (Independent External Chairman of
ARM Committee), Harvey Parker (Independent Non-
Executive Director) and Andrew Kemp (Independent
Non-Executive Director).
The Committee performs a variety of functions relevant
to risk management and internal and external reporting
and reports to the Board following each meeting. Other
matters for which the Committee is responsible include
the following:
(3) the charter of the committee;
a) Board and committee structure to facilitate a
(4) the relevant qualifications and experience
of the members of the committee; and
(5) in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and
the
integrity of its corporate reporting, including the
processes for the appointment and removal of
the external auditor and the rotation of the audit
engagement partner.
safeguard
Recommendation 4.2
Complies:
YES
The board of a listed entity should, before it approves
the entity’s financial statements for a financial period,
receive from its CEO and CFO a declaration that, in their
opinion, the financial records of the entity have been
properly maintained and that the financial statements
comply with the appropriate accounting standards and
give a true and fair view of the financial position and
performance of the entity and that the opinion has
been formed on the basis of a sound system of risk
management and internal control which is operating
effectively.
proper review function by the Board;
b) Internal control framework including management
information systems;
c) Corporate risk assessment and compliance with
internal controls;
d) Management processes supporting external
reporting;
e) Review of financial statements and other financial
information distributed externally;
f) Review of the effectiveness of the audit function;
g) Review of the performance and independence of
the external auditors;
h) Review of the external audit function to ensure
prompt remedial action by management, where
appropriate, in relation to any deficiency in, or
breakdown of, controls;
i) Assessing the adequacy of external reporting for
the needs of shareholders;
j) Overseeing business continuity planning and risk
mitigation arrangements.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Corporate Governance Statement
for the year ended 30 June 2015 (Continued)
27
Meetings are held four times each year. A broad agenda
is laid down for each regular meeting according to
an annual cycle. The Committee invites the external
auditors to attend each of its meetings.
PTB Group’s Managing Director and Chief Financial
Officer report in writing to the ARM Committee that:
■■
■■
■■
the
The Company’s financial reports are complete
and present a true and fair view, in all material
financial condition and
respects, of
operational results of the Company and Group,
and are in accordance with relevant accounting
standards;
The above statement is founded on a sound
system of
internal
compliance and control which implements the
policies adopted by the Board; and
The Company’s risk management and internal
compliance and control framework is operating
efficiently and effectively in all material respects.
risk management and
While recommendation 4.1 requires all members to
be non-executive directors, the chairman of the ARM
Committee is not a director of the company but has been
appointed because of his specialist expertise in financial
reporting, governance and audit related matters and for
his independence.
The Charter is available on the Company’s website and
the names, qualifications, and the number of meetings
attended has been disclosed in the Directors’ Report
included in the annual report.
The Company’s auditor attends the AGM of the
Company and is available to answer questions in relation
to the audit of the financial report.
Continuous Disclosure Obligations
in accordance with the
Documented procedures
Corporate Governance Charter are in place to identify
matters that are likely to have a material effect on the
price of the Company’s securities and to ensure those
matters are notified to the ASX in accordance with
the Company’s Listing Rule disclosure requirements.
The Managing Director and Chief Financial Officer are
responsible for monitoring the Company’s activities in
light of its continuous disclosure policy. The Company’s
continuous disclosure obligations are also reviewed as a
standing item on the agenda for each regular meeting
of the Board. Each Director is required at every such
meeting to confirm details of any matter within their
knowledge that might require disclosure to the market.
is
responsible
The Company Secretary
for all
communications with the ASX. All communications with
external stakeholders in respect of sensitive company
information are subject to the relevant safeguarding
and confidentiality procedures. These communications
are undertaken
light of continuous disclosure
requirements of the ASX and the broad principles of
ensuring the market is fully informed of price sensitive
information.
in
Principle 6: Respect the rights of security
holders
A listed entity should respect the rights of its security
holders by providing them with appropriate information
and facilities to allow them to exercise those rights
effectively.
Recommendation 6.1
Complies:
YES
Principle 5: Make timely and balanced
disclosure
A listed entity should provide information about itself
and its governance to investors via its website.
A
listed entity should make timely and balanced
disclosure of all matters concerning it that a reasonable
person would expect to have a material effect on the
price or value of its securities.
Recommendation 5.1
A listed entity should:
Complies:
YES
(a) have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b) disclose that policy or a summary of it.
Recommendation 6.2
Complies:
YES
A listed entity should design and implement an investor
relations program to facilitate effective two-way
communication with investors.
Recommendation 6.3
Complies:
YES
A listed entity should disclose the policies and processes
it has in place to facilitate and encourage participation
at meetings of security holders.
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES Corporate Governance Statement
for the year ended 30 June 2015 (Continued)
28
Recommendation 6.4
Complies:
YES
A
listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security registry
electronically.
Shareholder Communications
The Board recognises the importance of this principle
and strives to communicate with shareholders both
regularly and clearly, both by electronic means and using
more traditional communication methods. Company
information, news, announcements, reporting results and
main corporate governance documents are available on
the Company’s website. Shareholders are encouraged to
attend and participate at general meetings and are given
an opportunity to put forward questions they would like
addressed at annual general meetings. The Company’s
auditors will always attend the annual general meeting
and will be available to answer shareholders’ questions.
Principle 7: Recognise and manage risk
A listed entity should establish a sound risk management
framework and periodically review the effectiveness of
that framework.
Recommendation 7.1
Complies:
No, (7.1(a)
(1) &
(2) not
complied
with refer
disclosure
under Rec-
ommenda-
tion (4)
The board of a listed entity should:
(a) have a committee or committees to oversee
risk, each of which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director, and
disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if
it does not have a risk committee or
committees that satisfy (a) above, disclose that
fact and the processes it employs for overseeing
the entity’s risk management framework.
Recommendation 7.2
The board or a committee of the board
should:
Complies:
YES
(a) review the entity’s risk management framework
at least annually to satisfy itself that it continues
to be sound; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place.
Recommendation 7.3
A listed entity should disclose:
Complies:
YES
(a) if it has an internal audit function, how the
function is structured and what role it performs;
or
(b) ) if it does not have an internal audit function,
that fact and the processes it employs for
evaluating and continually
the
its risk management and
effectiveness of
internal control processes.
improving
Recommendation 7.4
Complies:
YES
A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and, if it does, how it manages
or intends to manage those risks.
Risk Management
The Board is responsible for oversight of the Group’s
risk management and control
framework. The
ARM Committee assists the Board in fulfilling its
responsibilities in this regard by reviewing the financial
and reporting aspects of the Group’s risk management
and control framework. The Group has implemented a
policy framework included in the Corporate Governance
Charter, designed to ensure that the Group’s risks are
identified and that controls are adequate, in place, and
functioning effectively.
This framework
incorporates the maintenance of
comprehensive policies, procedures and guidelines that
encompass the Group’s activities. It addresses areas
such as, occupational health and safety, environmental
management, trade practices, IT disaster recovery and
business continuity planning. Responsibility for control
and risk management is delegated to the appropriate
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Corporate Governance Statement
for the year ended 30 June 2015 (Continued)
level of management within the Group with the
Managing Director and Chief Financial Officer having
ultimate responsibility to the Board for the Group’s risk
management and internal control activities.
Arrangements put in place by the Board to monitor risk
management include:
■■
■■
■■
■■
Regular monthly reporting to the Board in respect
of operations and the financial position of the
Group;
Reports by the Chairman of the ARM Committee
and circulation to the Board of the minutes of
each meeting held by the ARM Committee;
Presentations made to the Board throughout
the year by appropriate members of the Group’s
management
independent
advisers, where necessary) on the nature of
particular risks and details of the measures which
are either in place or can be adopted to manage
or mitigate the risk; and
Any Director may request that operational and
project audits be undertaken by management.
(and/or
team
The risk management framework included in the Audit
and Risk Management Committee Charter is available on
the Company’s website and is reviewed at least annually.
The last review was in June 2015.
29
Recommendation 8.1
Complies:
YES
The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director, and
disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings;43 or
(b) if it does not have a remuneration committee,
disclose that fact and the processes
it
employs for setting the level and composition
of remuneration for directors and senior
executives and ensuring that such remuneration
is appropriate and not excessive.
Internal Audit
Recommendation 8.2
Complies:
YES
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive
directors and the remuneration of executive directors
and other senior executives.
Recommendation 8.3
Complies:
YES
A listed entity which has an equity-based remuneration
scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating in
the scheme; and
(b) disclose that policy or a summary of it.
importance
The company currently does not have an internal
audit function. Considerable
is placed
on maintaining a strong control environment both
financially and operationally. The audit committee and
the board continue to monitor the need for an internal
audit function as the business grows and through the
independent expertise on the audit committee in
conjunction with reporting from external auditors and
industry certification audits which regularly evaluate
the effectiveness of its risk management and internal
control processes.
Economic,
Sustainability Risks
Environmental
and
Social
The group is not subject to any material exposure to
economic, environmental and social sustainability risks.
Principle 8: Remunerate fairly and
responsibly
listed entity should pay director remuneration
A
sufficient to attract and retain high quality directors and
design its executive remuneration to attract, retain and
motivate high quality senior executives and to align their
interests with the creation of value for security holders.
ANNUAL REPORT 2015 PTB GROUP LIMITED AND CONTROLLED ENTITIES
30
Corporate Governance Statement
for the year ended 30 June 2015 (Continued)
Remuneration Committee
The purpose of this Committee is to assist the Board
and report to it on remuneration and issues relevant
to remuneration policies and practices including those
for senior management and non-executive Directors.
These policies are included in the Company’s Corporate
Governance Charter. Its current members are Harvey
Parker (Chairman), Andrew Kemp and Nicholas Bolton.
Among the functions performed by the Committee are
the following:
a) Review and evaluation of market practices and
trends on remuneration matters;
b) Recommendations to the Board in relation to the
Company’s remuneration policies and procedures;
the performance of senior
c) Oversight of
management and non-executive Directors; and
d) Recommendations to the Board in relation to the
remuneration of senior management and non-
executive Directors.
The Company’s polices relating to Non-Executive
Directors’ and Executive Directors and Senior Executives’
remuneration are set out in the annual report.
It is the Company’s objective to provide maximum
stakeholder benefit from the retention of a high quality
Board and executive team by remunerating Directors
and key executives fairly.
Equity-Based Remuneration Scheme
The Company does not currently operate an equity-
based remuneration scheme.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Consolidated Statement Of Profit or Loss and Other Comprehensive Income
for the year ended 30 June 2015
31
Revenue
Total Revenue
Note
2
2015
$’000
2014
$’000
35,996
35,996
34,732
34,732
Changes in inventories of finished goods and work in progress
2,296
(2,504)
Raw materials and consumables used and finished goods purchased
for sale
(24,603)
(16,008)
Employee benefits expense
Depreciation and amortisation
Repairs and maintenance
Bad and doubtful debts
Finance costs
Net foreign exchange gain/(loss)
Net gain/(loss) on sale of property, plant and equipment
Impairment of aircraft
Impairment of extended credit receivables
Impairment of inventory
Other expenses
Total expenses
Profit/(Loss) before income tax expense
Income tax benefit/(expense)
Profit/(Loss) for the year attributable to the owners of the
parent entity
Other comprehensive income net of tax
Total comprehensive income/(loss) for the year attributable to
the owners of the parent entity
Basic earnings per share
Diluted earnings per share
3
4
21
21
(6,161)
(1,445)
(52)
(1,518)
(1,286)
(629)
4,060
(286)
-
-
(3,682)
(33,306)
2,690
(727)
1,963
-
(5,858)
(1,619)
(76)
(227)
(1,540)
(203)
(2)
(9,289)
(2,653)
(7,216)
(3,444)
(50,639)
(15,907)
4,770
368
-
1,963
(11,137)
Cents
5.33
5.33
Cents
(30.44)
(30.44)
The consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
32
Consolidated Statement Of Financial Position
as at 30 June 2015
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Total Current Assets
Non-Current Assets
Trade and other receivables
Property, plant and equipment
Deferred tax assets
Intangible assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Borrowings
Derivative financial instruments
Current tax liabilities
Provisions
Other current liabilities
Total Current Liabilities
Non-Current Liabilities
Borrowings
Deferred tax liabilities
Provisions
Other non-current liabilities
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
Reserves
Retained earnings
Total Equity
Note
20(a)
5
6
8
5
9
10
11
12
13
14
7
16
17
13
15
16
17
18
19
2015
$’000
2014
$’000
3,800
5,616
21,113
444
30,973
1,955
20,820
4,970
4,334
32,079
63,052
6,249
3,535
-
-
849
1,447
12,080
12,412
2,388
509
562
15,871
27,951
35,101
1,142
6,242
18,817
230
26,431
2,027
22,992
5,866
4,334
35,219
61,650
5,408
12,364
55
-
821
1,573
20,221
4,284
2,558
100
931
7,873
28,094
33,556
31,778
13,956
(10,633)
35,101
30,367
13,956
(10,767)
33,556
The consolidated statement of financial position should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Consolidated Statement Of Changes in Equity
for the year ended 30 June 2015
33
Issued Capital
Reserves
Note
Share
Capital
Other
Equity
Securities
Total
Issued
Capital
Dividend
Appropriation
Reserve
Retained
Earnings
Total
Equity
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2013
30,184
183
30,367
13,956
370
44,693
Total comprehensive income:
Loss for the year
Other comprehensive income
Total comprehensive income
for the year
Transactions with owners in
their capacity as owners and
other transfers
Contributions of equity net of
transaction cost
Transfer to reserves
Dividend recognised for the year
18
19
19
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(11,137)
(11,137)
-
-
(11,137)
(11,137)
-
-
-
-
-
-
Balance at 30 June 2014
30,184
183
30,367
13,956 (10,767)
33,556
Balance at 1 July 2014
30,184
183
30,367
13,956 (10,767)
33,556
Total comprehensive income:
Profit for the year
Other comprehensive income
Total comprehensive income
for the year
Transactions with owners in
their capacity as owners and
other transfers
Contributions of equity net of
transaction cost
Transfer to reserves
Dividend recognised for the year
-
-
-
18
19
19
1,411
-
-
-
-
-
-
-
-
-
-
-
1,411
-
-
-
-
-
-
-
-
1,963
1,963
-
-
1,963
1,963
-
-
1,411
-
(1,829)
(1,829)
Balance at 30 June 2015
31,595
183
31,778
13,956 (10,633)
35,101
The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
34
Consolidated Statement Of Cashflows
for the year ended 30 June 2015
Cash Flow From Operating Activities
Cash receipts from customers
Cash payments to suppliers and employees
Interest received
Finance costs
Income tax (paid)/ refund
2015
Note
$’000
2014
$’000
36,997
38,741
(34,813)
(34,862)
285
876
(1,286)
(1,540)
-
-
Net cash provided by operating activities
20(b)
1,183
3,215
Cash Flow From Investing Activities
Payments for property, plant and equipment
Proceeds on disposal of property, plant and equipment
Net cash (used in)/ provided by investing activities
Cash Flow From Financing Activities
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities
Payment of dividends
28
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents held
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
20(a)
The consolidated statement of cash flows should be
read in conjunction with the accompanying notes.
(4,268)
(3,039)
8,469
4,201
-
(3,039)
3,257
479
(4,595)
(1,915)
(34)
(418)
(138)
-
(1,790)
(1,574)
3,594 (1,398)
(240)
3,354
1,158
(240)
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015
35
1.
Summary of Significant Accounting
Policies
(b) Principles of consolidation
The principal accounting policies adopted
in the
preparation of the financial report are set out below.
These policies have been consistently applied to all the
years presented, unless otherwise stated. The financial
report includes the financial statements for PTB Group
Limited as the consolidated entity consisting of PTB
Group Limited and its subsidiaries.
(a) Basis of preparation
These general purpose financial statements have been
prepared in accordance with the Corporations Act 2001,
Australian Accounting Standards and Interpretations
of the Australian Accounting Standards Board and
International Financial Reporting Standards as issued
by the
International Accounting Standards Board.
This Group is a for-profit entity for financial reporting
purposes under Australian Accounting Standards.
Material accounting policies adopted in the preparation
of these financial statements are presented below and
have been consistently applied unless stated otherwise.
Except for cash flow
information, the financial
statements have been prepared on an accruals basis and
are based on historical costs, modified, where applicable,
by the measurement at fair value of selected non-
current assets, financial assets and financial liabilities.
The Financial Statements were authorised by the Board
of Directors for issue on 21 August 2015.
Historical cost convention
These financial statements have been prepared under the
historical cost convention, as modified by the revaluation
of available-for-sale financial assets, financial assets
and liabilities (including derivative instruments) at fair
value through the statement of profit or loss and other
comprehensive income, and certain classes of property,
plant and equipment.
Critical accounting estimates
The preparation of financial statements in conformity
with AIFRS requires the use of certain critical accounting
estimates. It also requires management to exercise
its judgement in the process of applying the Group’s
accounting policies. The areas involving a higher degree
of judgement or complexity, or areas where assumptions
and estimates are significant to the financial statements
are disclosed in note 1(ad).
The consolidated financial statements incorporate the
assets and liabilities of all subsidiaries of PTB Group
Limited (“company” or “parent entity”) as at 30 June
2015 and the results of all subsidiaries for the year then
ended. PTB Group Limited and its subsidiaries together
are referred to in this financial report as the Group or the
consolidated entity. The parent controls an entity when
it is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to
affect those returns through its power over the entity.
For details of the subsidiaries refer note 29.
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
The acquisition method of accounting is used to account
for business combinations by the Group (refer note 1(i)).
Intercompany transactions, balances and unrealised
gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless
the transaction provides evidence of the impairment of
the asset transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure
consistency with the policies adopted by the Group.
(c) Segment reporting
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief
operating decision maker. The chief operating decision
maker, who is responsible for allocating resources and
assessing performance of the operating segments, has
been identified as the Executive Directors.
(d) Foreign currency translation
(i)
Functional and presentation currency
Items included in the financial statements of each of
the Group’s entities are measured using the currency of
the primary economic environment in which the entity
operates (‘functional currency’). The consolidated
financial statements are presented in Australian dollars,
which is PTB Group Limited’s functional and presentation
currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such
transactions and from the translation at year-end
exchange rates of monetary assets and liabilities
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 36
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
1.
Summary of Significant
Accounting Policies(continued)
(h) Foreign currency translation
(continued)
denominated in foreign currencies are recognised in the
statement of profit or loss and other comprehensive
income, except when deferred in equity as qualifying
cash flow hedges and qualifying net investment hedges,
or are attributable to part of the net investment in a
foreign operation.
Non-monetary items that are measured at fair value in
a foreign currency are translated using the exchange
rates at the date when the fair value was determined.
Translation differences on assets and liabilities carried
at fair value are reported as part of the fair value gain
or loss. Translation differences on non-monetary assets
and liabilities such as equities held at fair value through
the statement of profit or loss and other comprehensive
income are recognised in the statement as part of the
fair value gain or loss. Translation differences on non-
monetary financial assets such as equities classified as
available-for-sale financial assets are included in the fair
value reserve in equity.
(iii) Group companies
The results and financial position of all the Group entities
(none of which has the currency of a hyperinflationary
economy) that have a functional currency different
from the presentation currency are translated into the
presentation currency as follows:
■■
■■
■■
Assets and liabilities for each statement of
financial position presented are translated at
the closing rate at the date of that statement of
financial position;
Income and expenses for each statement of
profit or loss and other comprehensive income
are translated at average exchange rates (unless
this is not a reasonable approximation of the
cumulative effect of the rates prevailing on
the transaction dates, in which case income
and expenses are translated at the dates of the
transactions); and
All resulting exchange differences are recognised
in the Consolidated Statement of Profit or Loss.
On consolidation, exchange differences arising from the
translation of any net investment in foreign entities, and
of borrowings and other financial instruments designated
as hedges of such investments, are recognised in other
comprehensive income. When a foreign operation is sold
or any borrowings forming part of the net investment
are repaid, a proportionate share of such exchange
differences are recognised in the statement of profit
or loss and other comprehensive income statement, as
part of the gain or loss on sale where applicable.
(e) Revenue recognition
is measured at the fair value of the
Revenue
consideration received or receivable. Amounts disclosed
as revenue are net of returns, trade allowances, rebates,
and amounts collected on behalf of third parties.
The Group recognises revenue when the amount of
revenue can be reliably measured, it is probable that
future economic benefits will flow to the entity and
specific criteria have been met for each of the Group’s
activities as described below. The Group bases its
estimates on historical results, taking into consideration
the type of customer, the type of transaction and the
specifics of each arrangement. The amount of revenue
is not considered to be reliably measurable until all
contingencies relating to the sale have been resolved.
Revenue is recognised for the major business activities
as follows:
■■
■■
■■
■■
■■
Revenue from the sale of goods is recognised
when persuasive evidence exists that the
significant risks and rewards of ownership of the
goods have passed to the buyer, the consideration
can be measured reliably and collectability is
probable. Risks and rewards are considered
passed to the buyer at time of delivery to the
customer or where an executed sales agreement,
or an arrangement exists, indicating there has
been a transfer of the risks and rewards to the
customer, the goods are complete and available
to be dispatched;
Revenue from repairs is recognised at the time
the service is performed;
Revenue from the sale of goods and provision
of services under maintenance contracts
is
recognised in accordance with the stage of
completion method unless the outcome of the
contract cannot be reliably estimated. When
the outcome of the contract cannot be reliably
estimated, contract costs are recognised as an
expense as incurred, and where it is probable that
costs will be recovered, revenue is recognised to
the extent of costs incurred;
Interest on extended credit receivables (under
hire purchase agreements)
recognised
progressively by the Group over the hire purchase
term to achieve a constant periodic rate of return
on the carrying amount of the receivable (being
the Group’s net investment in the hire purchase
arrangement);
recognised on a basis
Rental
representative of the time pattern in which
the benefit of use derived from the asset
is diminished. For engines rental, income is
recognised based on an hourly rate and hours of
usage. For aircraft rental, income is recognised
on a straight-line basis over the lease term;
income
is
is
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
37
(f) Unearned revenue
Tax consolidation legislation
includes amounts received
in
Unearned revenue
advance from customers. Such amounts are recorded
as revenue in the statement of profit or loss and
other comprehensive income when the above revenue
recognition criteria are met.
(g)
Income tax
The income tax expense for the year is the tax payable
on the current year’s taxable income based on the
national income tax rate for each jurisdiction adjusted by
changes in deferred tax assets and liabilities attributable
to temporary differences and to unused tax losses.
Deferred tax assets and liabilities are recognised for
temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are
settled, based on those tax rates which are enacted
or substantively enacted for each jurisdiction. The
relevant tax rates are applied to the cumulative amounts
of deductible and taxable temporary differences to
measure the deferred tax asset or liability. An exception
is made for certain temporary differences arising from
the initial recognition of an asset or a liability. No deferred
tax asset or liability is recognised in relation to these
temporary differences 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 or loss.
the
implemented
PTB Group Limited and its wholly-owned Australian
controlled entities have
tax
consolidation legislation effective 1 July 2008. The head
entity, PTB Group Limited, and the controlled entities
in the tax consolidated group account for their own
current and deferred tax amounts. These tax amounts
are measured as if each entity in the tax consolidated
group continues to be a standalone taxpayer in its own
right.
In addition to its own current and deferred tax amounts,
PTB Group Limited also recognises the current tax
liabilities (or assets) and the deferred tax assets arising
from unused tax losses and unused tax credits assumed
from controlled entities in the tax consolidated group.
Assets or liabilities arising under tax funding agreements
with the tax consolidated entities are recognised as
amounts receivable from, or payable to, other entities
in the Group.
Any difference between the amounts assumed and
amounts receivable or payable under the tax funding
agreement are recognised as a contribution to (or
distribution from) wholly-owned tax consolidated
entities. PTB Group limited may also require payment of
interim funding amounts to assist with its obligations to
pay tax instalments. The funding amounts are recognised
as current intercompany receivables or payables.
(h) Leased assets
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to
utilise those temporary differences and losses.
Leases are classified as finance leases whenever the
terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are
classified as operating leases.
Deferred tax liabilities and assets are not recognised for
temporary differences between the carrying amount and
tax bases of investments in controlled entities 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.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate
to the same taxation authority. Current tax assets and
tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle
on a net basis, or to realise the asset and settle the
liability simultaneously.
Current and deferred tax is recognised in profit or loss,
except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this
case, the tax is also recognised in other comprehensive
income or directly in equity respectively.
As lessor
Amounts due from lessees under finance leases are
recorded as receivables. Finance lease receivables
are initially recognised at amounts equal to the net
investment in the lease. Finance lease payments
receivable are allocated between interest revenue and
reduction of the lease receivable over the term of the
lease in order to reflect a constant periodic rate of return
on the net investment outstanding in respect of the
lease.
For operating leases, the leased asset (rental engines
and aircraft) is classified as a non-current asset and
depreciated in accordance with the depreciation policy
set out in note 1(p). Rental income from operating
leases is recognised as set out in note 1(e).
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 38
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
1.
Summary of Significant
Accounting Policies (continued)
(h) Leased assets
(continued)
As lessee
Assets held under finance leases are initially recognised
at their fair value or, if lower, at amounts equal to present
value of the minimum lease payments, each determined
at the inception of the lease. The corresponding liability
to the lessor is included in the statement of financial
position as a finance lease obligation, net of finance
charges.
Lease payments are apportioned between finance
charges and reduction of the lease obligation so as to
achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are charged
income, unless they are directly
directly against
attributable to qualifying assets, in which case they are
capitalised in accordance with the consolidated entity’s
general policy on borrowing costs. Refer to note 1(t).
Finance leased assets are amortised on a diminishing
value basis over the estimated useful life of the asset.
Refer note 1(p).
Operating lease payments are recognised as an expense
on a straight-line basis over the lease term, except
where another systematic basis is more representative
of the time pattern in which economic benefits from the
leased asset are consumed.
(i) Business combinations
The acquisition method of accounting is used to account
for all business combinations regardless of whether
equity
instruments or other assets are acquired.
The consideration transferred for the acquisition of
a subsidiary comprises the fair value of the assets
transferred, equity
liabilities
instruments
incurred or assumed at the date of exchange. The
consideration transferred also includes the fair value of
any contingent consideration arrangement and the fair
value of any pre-existing equity interest in the subsidiary.
issued or
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values
at the acquisition date. On an acquisition-by-acquisition
basis, the Group recognises any non-controlling
interest in the acquiree either at fair value or at the
non-controlling interest’s proportionate share of the
acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount
of any non-controlling interest in the acquiree, and
the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the Group’s
share of the net identifiable assets acquired is recorded
as goodwill. If those amounts are less than the fair value
of the net identifiable assets of the subsidiary acquired
and the measurement of all amounts has been reviewed,
the difference is recognised directly in profit and loss as
a bargain purchase.
Where settlement of any part of cash consideration
is deferred, the amounts payable in the future are
discounted to their present value as at the date of
exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a
similar borrowing could be obtained from an independent
financier under comparable terms and conditions.
(j)
Impairment of assets
Goodwill and intangible assets that have an indefinite
useful life are not subject to amortisation and are tested
annually for impairment or more frequently if events or
changes in circumstances indicate that they might be
impaired. Other assets are reviewed for impairment
whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which
the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an
asset’s fair value less costs to sell and value in use. For the
purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately
identifiable cash inflows (cash generating units).
(k) Cash and cash equivalents
For the purpose of presentation in the statement of
cash flows, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original
maturities of three months or less that are readily
convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and
bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the statement of
financial position.
(l)
Trade and other receivables
Trade and other receivables are recognised initially at
fair value and subsequently measured at amortised cost
using the effective interest method, less provision for
impairment. Trade receivables are due for settlement in
30 to 90 days.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
39
Collectability of receivables is reviewed on an ongoing
basis. Debts which are known to be uncollectible are
written off by reducing the carrying amount directly.
A provision for impairment is established when there
is objective evidence that the Group will not be able to
collect all amounts due according to the original terms
of receivables. The amount of the provision is the
difference between the asset’s carrying amount and the
present value of estimated future cash flows, discounted
at the original effective interest rate. The amount of the
provision is recognised in the statement of profit or loss
and other comprehensive income. Cash flows relating to
short-term receivables are not discounted if the effect
of discounting is immaterial.
(m)
Inventories
Loans and receivables are initially recognised at fair
value plus transaction costs and subsequently carried at
amortised cost using the effective interest method.
The Group assesses at each balance date whether there
is objective evidence that a financial asset or group of
financial assets is impaired. Losses are recognised in the
statement of profit or loss and other comprehensive
income and reflected in an allowance account. When an
event occurring after the impairment was recognised
causes the amount of the impairment loss to decrease
the decrease in impairment loss is reversed through the
statement of profit or loss and other comprehensive
income. When the Directors are of the view that
collection is no longer possible and the recovery action
has ceased the amount in the allowance account is
offset against the loan or receivable.
Raw materials, work in progress, and finished
goods
Fair value estimation
Inventories are stated at the lower of cost and net
realisable value. Costs are assigned to individual items
of stock by specific identification. Net realisable value
is the estimated selling price in the ordinary course of
business less the estimated costs of completion and the
estimated costs necessary to make the sale.
Inventories are classified as non-current assets if the
asset is expected to be realised in a period greater than
twelve months from balance date.
(n) Other financial assets
loans and
The Group classifies its financial assets in the following
categories: financial assets at fair value through the
statement of profit or loss and other comprehensive
receivables, held-to-maturity
income,
investments, and available-for-sale financial assets.
The classification depends on the purpose for which the
investments were acquired. Management determines
the classification of its investments at initial recognition
and re-evaluates this designation at each reporting date.
The Group has no financial assets at fair value through
investments or
profit and
available-for-sale financial assets.
loss, held-to-maturity
Loans and receivables
Loans and receivables are non-derivative financial assets
with fixed or determinable payments that are not quoted
in an active market. They arise when the Group provides
money, goods or services directly to a debtor with no
intention of selling the receivable. They are included in
current assets, except for those with maturities greater
than 12 months after the balance date which are
classified as non-current assets. Loans and receivables
are included in trade and other receivables in the
statement of financial position.
The fair value of financial assets and financial liabilities
must be estimated for recognition and measurement or
for disclosure purposes.
The fair value of financial instruments traded in active
markets (such as publicly traded derivatives, and trading
and available-for-sale securities) is based on quoted
market prices at the reporting date. The quoted market
price used for financial assets held by the Group is the
current bid price; the appropriate quoted market price
for financial liabilities is the current ask price.
The fair value of financial instruments that are not
traded in an active market is determined using valuation
techniques. The Group uses a variety of methods and
makes assumptions that are based on market conditions
existing at each reporting date. Quoted market prices or
dealer quotes for similar instruments are used for long-
term debt instruments held. Other techniques, such as
estimated discounted cash flows, are used to determine
fair value for the remaining financial instruments.
The nominal value less estimated credit adjustments
of trade receivables and payables are assumed to
approximate their fair values due to their short-term
nature. The fair value of financial liabilities for disclosure
purposes
is estimated by discounting the future
contractual cash flows at the current market interest
rate that is available to the Group for similar financial
instruments.
(o) Leasehold improvements
The cost of improvements to or on leasehold properties
is amortised over the unexpired period of the lease or
the estimated useful life of the improvement to the
Group, whichever is the shorter. Refer note 1(p).
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 40
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
1.
Summary of Significant
Accounting Policies (continued)
(p) Property, plant and equipment
Property, plant and equipment is stated at historical
cost less accumulated depreciation. Historical cost
includes expenditure that is directly attributable to the
acquisition of the items. Cost may also include transfers
from equity of any gains/losses on qualifying cash flow
hedges of foreign currency purchases of property, plant
and equipment.
Subsequent costs are included in the asset’s carrying
amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits
associated with the item will flow to the Group and the
cost of the item can be measured reliably. All other
repairs and maintenance are charged to the statement
of profit or loss and other comprehensive income during
the financial period in which they are incurred.
Increases in the carrying amounts arising on revaluation
of land and buildings are credited, net of tax, in other
comprehensive income and to the revaluation reserve in
shareholders’ equity. Decreases that reverse previous
increases of the same asset are first recognised in other
comprehensive income to the extent of the remaining
surplus attributable to the asset, all other decreases are
to profit or loss.
Land is not depreciated. Depreciation on other assets
is generally calculated on a straight-line (SL) or
diminishing value (DV) basis so as to allocate the cost,
net of residual values, of each item of property, plant
and equipment (excluding land and rental engines) over
its estimated useful life to the Group. For rental engines,
depreciation is based on the estimated operating hours.
The line item in the statement of profit or loss and
other comprehensive income in which the depreciation
and amortisation of property, plant and equipment is
included is ‘depreciation and amortisation’.
The estimated useful lives are as follows:
Class
Buildings
Leasehold improvements
Leasehold improvements - leased
Plant and equipment
Plant and equipment – leased
Rental engines
Airframes
Life
40 years
5 years
6 years
3 - 10 years
6 - 8 years
Basis
SL
SL
SL
DV
DV
5,500 - 7,000 hours
Actual hours as a proportion of
estimated total operating hours
6-10 years
SL
Certain items of plant and equipment, primarily rental
engines, are required to be overhauled on a regular basis.
This is managed as part of an ongoing major cyclical
maintenance program. The costs of this maintenance
are charged as expenses as incurred, except where they
relate to the replacement of a component of an asset, in
which case the costs are capitalised and depreciated in
accordance with the above. The carrying amount of the
replaced part is de-recognised. Other routine operating
maintenance, repair and minor renewal costs are also
charged as expenses as incurred.
An asset’s carrying amount is written down immediately
to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount (note
1 (j)).
Gains and losses on disposals are determined by
comparing proceeds with the carrying amount. These
are included in the statement of profit or loss and other
comprehensive income. When re-valued assets are
sold, it is Group policy to transfer the amounts included
in revaluation reserves in respect of those assets to
retained earnings
The assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at each balance date.
.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
41
(q)
Intangibles
Goodwill
Goodwill represents the excess of the cost of an
acquisition over the fair value of the Group’s share of
the net identifiable assets of the acquired subsidiary at
the date of the acquisition. Goodwill on acquisitions of
subsidiaries is included in intangible assets. Goodwill
is not amortised. Instead it is tested for impairment
annually or more frequently if events or changes in
circumstances indicate that it might be impaired, and
is carried at cost less accumulated impairment losses.
Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to the cash generating units for
the purpose of impairment testing. The allocation is
made to those cash-generating units or groups of cash-
generating units that are expected to benefit from
the business combination in which the goodwill arose,
identified according to operating segments (note 27).
Computer software
incurred
in acquiring software and
Costs
licenses
that will contribute to future period financial benefits
through revenue generation and/or cost reduction are
capitalised to software and systems. Costs capitalised
include external direct costs of materials and service,
direct payroll and payroll related costs of employees’
time spent on the project. Computer software has a
finite life and is carried at cost less any accumulated
amortisation and any impairment losses. Computer
software is amortised on a straight-line basis over its
estimated useful life. The line item in the statement of
profit or loss and other comprehensive income in which
the amortisation of computer software is included is
‘depreciation and amortisation’ expense.
(r) Trade and other payables
Trade and other payables are recognised initially at fair
value and subsequently measured at amortised cost.
These amounts represent liabilities for goods and services
provided to the Group prior to the end of the financial
year which are unpaid. The amounts are unsecured and
are usually paid within 30 days of recognition.
(s) Borrowings
paid on the establishment of loan facilities, which are
not an incremental cost relating to the actual draw-
down of the facility, are recognised as prepayments and
amortised on a straight-line basis over the term of the
facility.
Borrowings are removed from the statement of financial
position when the obligation specified in the contract
is discharged, cancelled or expired. The difference
between the carrying amount of a financial liability that
has been extinguished or transferred to another party
and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in
‘other income’ or ‘other expense’.
Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of
the liability for at least 12 months after the balance date.
(t) Borrowing costs
Borrowing costs incurred for the construction of any
qualifying asset are capitalised during the period of
time that is required to complete and prepare the asset
for its intended use or sale. Other borrowing costs are
expensed. The amount of borrowing costs capitalised
is determined as the actual borrowing costs incurred
as funds are borrowed specifically for the purpose of
obtaining a qualifying asset.
(u) Derivatives and hedging activities
Derivatives are initially recognised at fair value on
the date a derivative contract is entered into and are
subsequently remeasured to their fair value at each
reporting date. The accounting for subsequent changes
in fair value depends on whether the derivative is
designated as a hedging instrument, and if so, the nature
of the item being hedged. The Group designates certain
derivatives as either:
■■
■■
■■
Hedges of the fair value of recognised assets
and liabilities or a firm commitment (fair value
hedges);
Hedges of the cash flows of recognised assets
and
liabilities and highly probable forecast
transactions (cash flow hedges); or
Hedges of a net investment in a foreign operation
(net investment hedges).
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 statement of profit or loss
and other comprehensive income over the period of the
borrowings using the effective interest method. Fees
At the
inception of the hedging transaction the
Group documents the relationship between hedging
instruments and hedged items, as well as its risk
management objective and strategy for undertaking
various hedge transactions. The Group also documents
its assessment, both at hedge inception and on an
ongoing basis, of whether the derivatives that are used
in hedging transactions have been and will continue to
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 42
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
1.
Summary of Significant
Accounting Policies (continued)
(u) Derivatives and hedging activities
(continued)
be highly effective in offsetting changes in fair values or
cash flows of hedged items.
The fair values of various derivative financial instruments
used for hedging purposes are disclosed in note 14.
Movements in the hedging reserve in shareholders’
equity are shown in note 18. The full fair value of a
hedging derivative is classified as a non-current asset
or liability when the remaining maturity of the hedged
item is more than 12 months. If the remaining maturity
of the hedged item is less than 12 months it is classified
as a current asset or liability. Trading derivatives are
classified as a current asset or liability.
Fair value hedge
Changes in the fair value of derivatives that are
designated and qualify as fair value hedges are
recorded in the statement of profit or loss and other
comprehensive income, together with any changes in
the fair value of the hedged asset or liability that are
attributable to the hedged risk. The gain or loss relating
to the effective portion of interest rate swaps hedging
fixed rate borrowings is recognised in the statement of
profit or loss and other comprehensive income within
‘finance costs’, together with changes in the fair value of
the hedged fixed rate borrowings attributable to interest
rate risk. The gain or loss relating to the ineffective
portion is recognised in the statement of profit or loss
and other comprehensive income within ‘other income’
or ‘other expenses’.
If the hedge no longer meets the criteria for hedge
accounting, the adjustment to the carrying amount of
a hedged item for which the effective interest method
is used is amortised to the statement of comprehensive
income over the period to maturity using a recalculated
effective interest rate.
Cash flow hedge
The effective portion of changes in the fair value of
derivatives that are designated and qualify as cash
flow hedges is recognised in the statement of profit
or loss and other comprehensive income and in the
hedging reserve in equity. The gain or loss relating to
the ineffective portion is recognised immediately in the
statement of profit or loss and other comprehensive
income within ‘other income’ or ‘other expense’.
Amounts accumulated in equity are recycled in the
statement of profit or loss and other comprehensive
income in the periods when the hedged item affects
profit or loss. The gain or loss relating to the effective
portion of interest rate swaps hedging variable rate
borrowings is recognised in the statement of profit or
loss and other comprehensive income within ‘finance
costs’. The gain or loss relating to the effective portion
of forward foreign exchange contracts hedging export
sales is recognised in the statement of profit or loss and
other comprehensive income within ‘sales’.
However when the forecast transaction that is hedged
results in the recognition of a non-financial asset
the gains and losses previously deferred in equity
are transferred from equity and included in the initial
measurement of the cost of the asset. The deferred
amounts are ultimately recognised in the statement of
profit or loss and other comprehensive income as costs
of goods sold in the case of inventory, or as depreciation
in the case of property, plant and equipment.
When a hedging instrument expires or is sold or
terminated, or when a hedge no longer meets the
criteria for hedge accounting, any cumulative gain or
loss existing in equity at that time remains in equity and
is recognised when the forecast transaction is ultimately
recognised in the statement of comprehensive income.
When a forecast transaction is no longer expected to
occur, the cumulative gain or loss that was reported in
equity is immediately transferred to the statement of
profit or loss and other comprehensive income.
Net investment hedges
Hedges of net investments in foreign operations are
accounted for similarly to cash flow hedges. Any
gain or loss on the hedging instrument relating to the
effective portion of the hedges is recognised in other
comprehensive income and accumulated reserves in
equity. The gain or loss relating to the ineffective
portion is recognised immediately in the statement of
profit or loss and other comprehensive income, within
‘other income’ or ‘other expense’. Gains or losses
accumulated in equity are included in the statement of
comprehensive income when the foreign operation is
partially disposed of or sold.
Derivatives that do not qualify for hedge
accounting
Certain derivative instruments do not qualify for hedge
accounting. Changes in the fair value of any derivative
instrument that does not qualify for hedge accounting
are recognised immediately in the statement of profit or
loss and other comprehensive income and are included in
‘other income’ or ‘other expenses’.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
43
(v) Employee benefits
Share-based payments
Wages and salaries, annual leave and sick leave
including non-
Liabilities for wages and salaries,
monetary benefits, annual
leave and accumulating
sick leave expected to be settled within 12 months
of the reporting date are recognised in the employee
benefits provision in respect of employees’ services up
to the reporting date and are measured at the amounts
expected to be paid when the liabilities are settled. The
liability for annual leave and accumulating sick leave is
recognised in the provision for employee benefits. All
other short-term employee benefit obligations are
presented as payables.
Long service leave
The liability for long service leave is recognised in the
employee benefits provision and measured as the
present value of expected future payments to be made
in respect of services provided by employees up to
the reporting date. Consideration is given to expected
future wage and salary levels, experience of employee
departures and periods of service. Expected future
payments are discounted using market yields at the
reporting date on national government bonds with
terms to maturity and currency that match, as closely as
possible, the estimated future cash outflows.
Superannuation
The Group makes contributions to defined contribution
superannuation funds. Contributions are recognised
as an expense as they become payable. Prepaid
contributions are recognised as an asset to the extent
that a cash refund or a reduction in the future payments
is available.
Termination benefits
When applicable, the Group recognises a liability and
expense for termination benefits at the earlier of; (a)
the date when the Group can no longer withdraw the
offer for termination benefits; and (b) when the Group
recognises costs for restructuring pursuant to AASB137:
Provisions, Contingent Liabilities and Contingent Assets
and the costs include termination benefits. In either case,
unless the number of employees affected is known,
the obligation for termination benefits is measured on
the basis of the number of employees expected to be
affected. Termination benefits that are expected to
be settled wholly before 12 months after the annual
reporting period in which the benefits are recognised
at the (undiscounted) amounts expected to be paid.
All other termination benefits are accounted for on the
same basis as other long term employee benefits.
Share based compensation benefits are provided to
employees via the PTB Group Limited Employee Share
Option Scheme as detailed in note 23.
The fair value of options granted under the PTB Group
Limited Employee Share Option Scheme is recognised
as an employee benefit expense with a corresponding
increase in equity. The fair value is measured at grant
date and recognised over the period during which the
employees become unconditionally entitled to the
options.
The fair value at grant date is determined using a
Binomial option pricing model that takes into account
the exercise price, the term of the option, the share
price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the
risk free interest rate for the term of the option.
The fair value of the options granted excludes the impact
of any non market vesting conditions (for example,
profitability and sales growth targets and performance
and service criteria). Non market vesting conditions are
included in assumptions about the number of options
that are expected to become exercisable. At each balance
sheet date, the entity revises its estimate of the number
of options that are expected to become exercisable. The
employee benefit expense recognised each period takes
into account the most recent estimate.
Profit sharing and bonus plans
The Group recognises a provision where contractually
obliged or where there is a past practice that has
created a constructive obligation. Bonus payments are
discretionary and subject to Board approval.
(w) Provisions
Provisions for service warranties and make good
obligations are recognised when the Group has a present
legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will
be required to settle the obligation and the amount has
been reliably estimated.
Provisions are measured at the present value of
management’s best estimate of the expenditure
required to settle the present obligation at the reporting
date. The discount rate used to determine the present
value reflects current market assessments of the time
value of money and the risks specific to the liability.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 44
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
1.
Summary of Significant
Accounting Policies (continued)
(ab) Rounding of amounts
(x) Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue
of new shares or options are shown in equity as a
deduction, net of tax, from proceeds.
The company is of a kind referred to in class order
98/100,
issued by the Australian Securities and
Investments Commission, relating to the “rounding
off” of amounts in the financial statements. Amounts
in the financial statements have been rounded off in
accordance with that class order to the nearest thousand
dollars, or in certain cases, the nearest dollar.
(y) Dividends
(ac) General
Provision is made for the amount of any dividend
declared, being appropriately authorised and no longer
at the discretion of the entity, on or before the end of
the year but not distributed at balance date.
PTB Group Limited is a public company limited by shares,
incorporated and domiciled in Australia. Listed below is
the registered office, principal place of business, and its
principal administrative office:
(z) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the
profit attributable to equity holders of the company,
excluding any costs of servicing equity other than
ordinary shares, by the weighted average number of
ordinary shares outstanding during the year, adjusted
for bonus elements in ordinary shares issued during the
year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in
the determination of basic earnings per share to take
into account the after income tax effect of interest and
other financing costs associated with dilutive potential
ordinary shares and the weighted average number of
shares that would have been outstanding assuming the
conversion of all dilutive potential ordinary shares.
(aa) Goods and services tax
Revenues, expenses and assets are recognised net of
the amount of goods and services tax (GST), except:
■■
■■ Where the amount of GST incurred is not
recoverable from the taxation authority, it is
recognised as part of the cost of acquisition of an
asset or as part of an item of expense;
receivables and payables which are
For
recognised inclusive of GST. The net amounts of
GST recoverable from, or payable to, the taxation
authority is included as part of receivables or
payables; or
Cash flows are presented on a gross basis and
the GST components of cash flows arising
from investing or financing activities which are
recoverable from, or payable to the taxation
authority, are presented as operating cash flows.
■■
22 Orient Avenue
Pinkenba QLD 4007
(ad) Critical accounting estimates and
judgements
judgements
The Group evaluates estimates and
incorporated into the financial report based on historical
knowledge and best available current
information.
Estimates assume a reasonable expectation of future
events and are based on current trends and economic
data, obtained both externally and within the company.
Key estimates and judgements impacting the financial
statements are as follows:
Impairment
impairment
The Group tests six monthly whether goodwill has
suffered any
in accordance with the
accounting policy stated in note 1(j). The recoverable
amounts of cash-generating units have been determined
based on value-in-use calculations. These calculations
require the use of assumptions. Refer to note 11 for
details of these assumptions and the potential impact of
changes to the assumptions.
Long Service Leave (LSL)
The Group estimates the pattern of LSL taken based
on history and utilises management’s judgement in
determining the cash flow estimates of payments of
LSL. These estimates are then utilised to determine the
NPV of these expected LSL payments and the adequacy
of the provision.
Hire Purchase Receivables
judgement
Management applies
in assessing the
recoverability of its hire purchase receivables The
Group assesses both the current payment performance
and operational knowledge of the debtor’s business
operation as the Group is in regular contact with the
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
45
debtor as it is responsible for undertaking scheduled
engine maintenance and is a supplier of spare parts for
the aircraft under lease to the LT HP debtors maintenance
department.
(ae) Fair value of assets and liabilities
The Group measures some of its assets and liabilities
at fair value on either a recurring or non-recurring
basis, depending on the requirements of the applicable
Accounting Standard.
Fair value is the price the Group would receive to sell an
asset or would have to pay to transfer a liability in an
orderly (i.e. unforced) transaction between independent,
knowledgeable and willing market participants at the
measurement date.
As fair value is a market based measure, the closest
equivalent observable market pricing information is used
to determine fair value. Adjustments to market values
may be made having regard to the characteristics of
the specific asset or liability. The fair values of assets
and liabilities that are not traded in an active market
are determined using one or more valuation techniques.
These valuation techniques maximise, to the extent
possible the use of the observable market data.
To the extent possible, the market information is
extracted from either the principal market for the asset
or liability (i.e. the market with the greatest volume
and level of activity for the asset or liability) or, in the
absence of such a market, the most advantageous
market available to the entity at the end of the reporting
period (i.e. the market that maximises the receipts
from the sale of the asset or minimises the payments
made to transfer the liability, after taking into account
transaction costs and transport costs).
For non-financial assets, the fair value measurement
also takes into account a market participants ability to
use the asset in its highest and best use or to sell it to
another market participant that would use the asset in
its highest and best use.
The fair value of liabilities and the entity’s own equity
instruments (excluding those related to share-based
payment arrangements) may be valued, where there is
no observable market price in relation to the transfer of
such financial instrument, by reference to observable
market information where such instruments are held
as assets. Where this information is not available, other
valuation techniques are adopted and, where significant,
are detailed in the respective note to the financial
statements.
(af) New accounting standards and
interpretations
The following new standards, amendments to standards
and interpretations are effective for annual periods
beginning after 1 July 2014. The following standards
have been identified as those which impact the entity
in the current reporting period. There is no significant
impact to the group on adoption of these standards.
(i) AASB 2012-3: Amendments to Australian
Accounting Standards – Offsetting Financial
Assets and Financial Liabilities. This standard
applies application guidance to AASB 132 to
address inconsistencies identified in applying
some of the offsetting criteria of AASB 132,
including clarifying the meaning of ‘currently has
a legal enforceable right of set-off’ and that some
gross settlement systems may be considered
equivalent to net settlement.
(ii) AASB 2013-3 Amendments to AASB 136
– Recoverable Amount Disclosures for Non-
Financial Assets. This standard amends AASB
136 to require additional disclosures about the
fair value measurement when the recoverable
amount of impaired assets is based on fair value
less costs of disposal. In addition, a further
requirement has been included to disclose the
discount rates that have been used in the current
and previous measurements if the recoverable
amount of impaired assets based on fair value
less costs of disposal was measured using a
present value technique.
Certain new accounting standards and interpretations
have been published that are not mandatory for 30
June 2015 reporting periods and have not been early
adopted by the Group. The following new standards to
be applied in future periods are not expected to have a
significant impact on the Group:
(i) AASB 9 Financial instruments (application date 1
January 2018). This standard makes significant
changes to the way financial assets are classified
for the purpose of determining their measurement
basis and also to the amounts relating to fair value
changes, which are to be taken directly to equity.
This standard also makes significant changes to
hedge accounting requirements and disclosures.
(ii) IFRS 15 Revenue from Contracts with Customers
(application date 1 January 2018). Establishes
principles for reporting useful information to
users of financial statements about the nature,
amount, timing and uncertainty of revenue and
cash flows arising from an entity’s contracts with
customers.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
46
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
2.
Revenue
Sales revenue
Sale of goods
Services
Rental of engines/aircraft
- Minimum lease payments
- Contingent rentals
Other revenue
Interest
- Extended credit receivables (hire purchase agreements)
- Other
Other
Total revenue
3.
Profit/(Loss) before income tax expense
Profit/(Loss) before income tax expense includes the following specific items:
Depreciation
- Buildings
- Plant and equipment
- Rental engines/aircraft
- Leasehold improvements
Amortisation
- Leased engines/aircraft
- Leased plant and equipment
Operating lease rentals – minimum lease payments
- Premises
- Equipment and software
Impairment losses
- Trade debtors
- Extended credit receivables
- Inventories
- Aircraft
Net foreign exchange (gain)/loss
Superannuation expense
Finance costs
2015
$’000
2014
$’000
28,802
4,875
921
1,028
35,626
282
2
86
24,552
5,959
1,077
1,275
32,863
855
21
993
35,996
34,732
117
137
1,105
8
78
-
124
62
1,518
-
-
286
629
506
110
123
1,126
9
251
-
109
68
227
2,653
7,216
9,289
203
462
- Interests and finance charges paid/payable
1,286
1,540
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
47
4.
Income Tax Expense
(a)
Income tax expense
Current tax
Deferred tax arising from origination or reversal of temporary differences
Under/(over) provided in prior years
(b)
Numerical reconciliation of income tax expense
to prima facie tax
Profit/(loss) before income tax expense
Tax at the Australian tax rate of 30% (2014: 30%)
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
- Sundry items
Under/(over) provided in prior years
Income tax expense/(benefit)
5.
Trade and Other Receivables
Current
Trade receivables
Provision for impairment
Maintenance contract receivables
Extended credit receivables
Provision for impairment – extended credit receivables
Other receivables
Non-Current
Extended credit receivables
Maintenance contract receivables
Impaired trade receivables
2015
$’000
2014
$’000
-
809
(82)
727
-
(4,770)
-
(4,770)
2,690
807
(15,907)
(4,772)
2
809
(82)
727
2
(4,770)
-
(4,770)
2015
$’000
2014
$’000
5,829
(1,525)
4,304
176
1,136
-
-
5,616
1,653
302
1,955
5,143
(123)
5,020
287
1,786
(1,048)
197
6,242
1,741
286
2,027
As at 30 June 2015 current trade receivables and extended credit receivables of the Group with a nominal value of
$1,525,465 (2014: $1,171,482) were impaired.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
48
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
5.
Trade and Other Receivables (continued)
The ageing of trade receivables is as follows:
Current
30+ Days
60+ Days
90+ Days
Total
Group – 2015
Trade receivables
Impaired trade receivables
Unimpaired receivables
Group – 2014
Trade receivables
Impaired trade receivables
Unimpaired receivables
Past due but not impaired
2,427
-
2,427
2,818
-
2,818
890
(7)
883
709
(2)
707
729
(386)
343
281
(31)
250
1,783
(1,132)
651
5,829
(1,525)
4,304
1,335
(90)
1,245
5,143
(123)
5,020
As at 30 June 2015, unimpaired trade receivables greater than 30 days represent amounts past due but not impaired.
Based on the credit history of these other classes, it is expected that these amounts will be received when due. The
Group holds retention of title over goods sold until cash is received.
Movements in the provision for impairment of receivables are as follows:
At 1 July
Provision for impairment recognised during the year
Receivables written off during the year as uncollectable
At 30 June
Maintenance contract receivables
2015
$’000
2014
$’000
(1,171)
(1,504)
1,150
(1,525)
(5)
(1,244)
78
(1,171)
Maintenance contract receivables are generally unsecured. The relevant agreements require fixed monthly payments
over the term of the contracts which are generally up to 5 years.
Extended credit receivables
Extended credit receivables represent amounts owed by customers for engines and aircraft sold to those customers.
The amounts owed by customers are secured under hire purchase agreements between the Group and the customer.
The amounts are repayable by the customers by monthly instalments of principal and fixed interest over periods of 1
to 5 years. Furthermore, the agreements do not include any contingent rentals. The receivables are secured as the
rights to the engine and/or aircraft revert to the Group in event of default. The engines and aircraft are maintained
and insured by the customers and at the end of the term of the agreement are expected to be retained by the
customers.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
49
5.
Trade and Other Receivables (continued)
Payments in relation to the extended credit receivables are receivable as follows:
Within one year
Later than one year but not later than five years
Later than five years
Minimum hire purchase payments receivable
Future finance revenue
Within one year
Later than one year but not later than five years
Later than five years
Total extended credit receivables
Representing receivables:
Current
Non-current
2015
$’000
2014
$’000
1,290
1,859
-
3,149
(153)
(207)
-
(360)
2,789
1,136
1,653
2,789
1,012
2,034
-
3,046
(274)
(293)
-
(567)
2,479
738
1,741
2,479
Refer note 31 for information on amounts receivable from controlled entities.
Risk exposure
Information concerning the exposure to credit risk, foreign exchange and interest rate risk is set out in note 26.
6.
Inventories
Current
Work in progress – at cost
Finished goods – at cost
2,815
18,298
21,113
2,467
16,350
18,817
Finished goods include aircraft, engines and parts held for sale. Work in progress includes engines and aircraft
undergoing reconditioning in preparation for sale as well as incomplete repair jobs.
7.
Tax balances – Current
Current tax liabilities
8. Other Assets
Current
Prepayments
Deposits
-
-
436
8
444
223
7
230
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
50
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
9.
Property, Plant and Equipment
Rental arrangements – aircraft and engines
The Group rents aircraft and engines under two general arrangements:
■■
■■
Contingent rentals - rented to customers under agreements with rentals payable monthly and no fixed term.
As such, the agreements are cancellable. The rent is calculated on the basis of an hourly rate and hours of
usage. There are no minimum hours of usage or minimum lease payments set out in the relevant agreements.
As such, in accordance with AASB 117 “Leases” the rental income comprises of contingent rentals not
minimum lease payments. Accordingly, there are no fixed lease commitments receivable; and
Set or minimum rentals - the operating leases relate to aircraft and/or engines leased to third parties with
lease terms of between 3-7 years. The monthly rental payments are either set or per hour of usage with
minimum hours per annum. In addition, a contingent rental may be receivable based upon hours of usage. The
lessee may have an option to purchase the aircraft/engine at the expiry of the lease period. However, the
final purchase price is determined on a case by case basis in negotiation between the Group and the lessee.
Minimum lease payments in relation to aircraft and engine operating leases are receivable as follows:
No later than one year
Later than one year but not later than five years
Non-current assets pledged as security
Refer note 13 for information on non-current assets pledged as security.
2015
$’000
2014
$’000
1,781
3,182
4,963
983
2,157
3,140
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
51
9.
Property, Plant and Equipment (continued)
Leasehold
Land &
Buildings
Improvements
Owned Owned Under
Lease
Plant &
Equipment
Owned Under
Lease
Rental Engines/
Aircraft
Owned Under
Lease
Assets Under
Construction
Owned Under
Lease
Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
623
183
-
(2)
-
- 17,572 2,092 4,081
348 31,727
- 3,295
-
-
(759)
-
-
550
- (1,159)
-
-
20 4,093
- (1,918)
-
(2)
- (5,549)
- (3,422)
(318) (9,289)
(123)
- (1,126)
(251)
681
- 13,433 1,841
-
50
50
-
50
- (1,619)
50 22,992
50 32,566
- (9,574)
50 22,992
7,547
93
- 1,499
- 20,534 2,793
(818)
- (7,101)
(952)
681
- 13,433 1,841
6,960
51
45
-
-
-
(110)
6,895
-
-
-
-
(9)
42
-
-
-
-
-
-
-
(652)
(51)
6,895
42
6,895
42
186
-
-
-
(117)
6,964
-
-
-
-
(8)
34
-
-
-
-
-
-
-
-
-
Year ended
30 June 2014
Opening net
book value
Additions
Transfers 1
Disposals
Impairment 3
Depreciation/
amortisation
Closing net
book value
At 30 June 2014
Cost
Accumulated
depreciation
Net book value
Year ended
30 June 2015
Opening net
book value
Additions
Transfers 2
Disposals
Impairment 4
Depreciation/
amortisation
Closing net
book value
At 30 June 2015
Cost
Accumulated
depreciation
- 13,433 1,841
50
50 22,992
681
129
-
-
-
- 3,271
1
- 1,221
(847)
- (3,491)
(917)
-
(286)
-
(137)
- (1,105)
(78)
673
- 13,043
6
-
-
-
-
- 3,593
-
374
- (4,408)
-
(286)
- (1,445)
56
50 20,820
56
-
56
50 30,304
- (9,484)
50 20,820
-
-
-
-
7,733
93
- 1,623
22 20,727
Net book value
6,964
34
(769)
(59)
-
-
(950)
(22) (7,684)
673
- 13,043
1
2
3
4
2014: Net Transfers of $1,918,000 represents transfer of engine cores and aircraft frames to inventory.
2015: Net Transfers of $374,000 represents transfer of engine cores and aircraft frames from inventory.
2014: Impairments of $9,289,000 represents a write-down of aircraft in the IAP and Emerald Assets businesses. These
write-downs were primarily driven by a change in strategy.
2015: Impairments of $286,000 represents a provision for write-down of idle aircraft in IAP. Carrying value was determined
to be in excess of the net realisable value.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
52
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
10. Deferred Tax Assets
The balance comprises temporary differences attributable to:
Tax losses
Accruals
Employee benefits
Doubtful debts
Other
Total deferred tax assets
2015
$’000
2014
$’000
3,099
4,116
27
284
458
1,102
4,970
60
276
351
1,063
5,866
Movements
Tax losses Accruals
Employee
benefits
Doubtful
debts
Other
Total
$’000
$’000
$’000
$’000
$’000
$’000
At 1 July 2013
563
95
250
1
867
1,776
(Charged)/credited to statement
of profit or loss and
other comprehensive income
3,553
(35)
26
350
196
4,090
At 30 June 2014
4,116
60
276
351
1,063
5,866
(Charged)/credited to statement
of profit or loss and other
comprehensive income
(1,017)
(33)
8
107
39
(896)
At 30 June 2015
3,099
27
284
458
1,102
4,970
A deferred tax asset of $4.97 million (2014: $5.866 million) has been recognised at 30 June 2015.This includes
$3.099 million attributable to prior years’ income tax losses carried forward (2014: $4.116 million). Based
on management forecast of expected future taxable profits and the reversal of the temporary differences, it is
considered probable that these deferred tax assets will be recovered in the future.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
53
11. Intangible Assets
Goodwill - cost
Total Goodwill
Impairment tests for goodwill
2015
$’000
2014
$’000
4,334
4,334
4,334
4,334
Goodwill is allocated to the IAP operations as a single cash-generating unit (CGU) which is included in the IAP business
segment. The recoverable amount of the CGU is determined based on value in use calculations. These calculations
use cash flow projections based on financial budgets approved by management covering a five-year period and
include a terminal value adjusted for the perpetual growth rate.
Key assumptions used for value-in-use calculations
The calculations utilise a pre-tax risk adjusted discount rate of 11.7% (2014: 12.6%). An average growth rate of 3%
(2014: 3%) has been used. Management determined budgeted net profit based on past performance and Directors’
best estimates of profit estimates over a five year period. The discount rate reflects Directors’ best estimates of the
specific risks relating to the relevant segment in which IAP operates.
Impact of possible changes in key assumptions
The Directors consider that there is no reasonably possible change in key assumptions which management has based
its determination of IAP’s recoverable amount which would cause the carrying amount of IAP’s CGU to exceed its
recoverable amount.
12. Trade and Other Payables
2015
$’000
2014
$’000
Trade payables and accruals
6,249
5,408
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 54
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
13. Borrowings
Current
Secured
Bank overdraft
Bank loans
Lease liabilities
Unsecured
Other loans – related parties
Non-Current
Secured
Bank loans
Lease liabilities
Unsecured
Other loans – related parties
2015
$’000
2014
$’000
446
2,818
-
1,382
10,964
18
3,264
12,364
271
3,535
-
12,364
12,412
-
12,412
-
12,412
1,668
16
1,684
2,600
4,284
Information concerning the effective interest rates is set out in note 26.
Bank Overdraft, Bank Loans and Bills Payable
The bank overdraft and bank loans including bills payable are secured by way of a registered company charge over
the whole of the assets and undertakings of the parent entity and that of its subsidiaries PTB Emerald Pty Ltd and
IAP Group Australia Pty Ltd of $34.786 million (2014: $33.242 million). Included in the above are bank loans and
finance leases in the subsidiaries that are secured by the relevant aviation assets included in plant and equipment
and inventory of the relevant subsidiary. In addition the Group has complied with the requirement that, while there is
money owed to the lender, no return of capital, dividends or payments can be made to ordinary shareholders in PTB
or related parties without the bank’s approval.
PTB Group refinanced a significant portion of its existing loans with the Commonwealth Bank in October 2014. This
included: the refinancing of a group of loans for a further three years; the conversion of $1 million of overdrafts to
loans; and the conversion of a portion of loans from USD to AUD.
In addition to this, PTB Group took out an additional loan to fund the purchase of a batch of engines for stock.
Lease Liabilities
Lease liabilities and finance company loans are effectively secured as the rights to the leased assets revert to the
lessor in the event of default.
Other Loans – Related Parties
Refer to section F of the Remuneration Report for information on other loans from related parties.
Effective Interest Rates
Information concerning the effective interest rates is set out in note 26.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
55
Finance Facilities
Information concerning available facilities including used and unused portion of the finance facilities is set out in note 26.
Assets Pledged as Security
All assets of the Group are pledged as security for the facilities as noted above.
14. Derivative Financial Instruments
2015
$’000
2014
$’000
Current Liabilities
Forward foreign exchange contracts –cash flow hedges
-
55
15. Deferred Tax Liabilities
The balance comprises temporary differences attributable to:
Property, plant and equipment
Inventory
Other
Total deferred tax liabilities
Movements
2,098
12
278
2,388
2,267
12
279
2,558
Property, plant
and equipment
Inventory
Other
Total
$’000
$’000
$’000
$’000
At 1 July 2013
Charged/(credited) to statement of profit
& loss and other comprehensive income
At 30 June 2014
Charged/(credited) to statement of profit
or loss and other comprehensive income
At 30 June 2015
2,926
(659)
2,267
(169)
2,098
103
(91)
12
-
12
209
70
279
(1)
278
3,238
(680)
2,558
(170)
2,388
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
56
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
16. Provisions
Current
Employee benefits
Service warranties
Non-Current
Employee benefits
Remediation provisions
Movements in Provisions
Balance 1 July 2013
Provisions made during the year
Provisions used during the year
Balance at 30 June 2014
Provisions made during the year
Provisions used during the year
Balance at 30 June 2015
(a) Service warranties
2015
$’000
2014
$’000
849
-
849
98
411
509
821
-
821
100
-
100
Employee
Benefits
Remediation
Provisions
Service
Warranties
Total
$’000
$’000
$’000
$’000
834
437
(350)
921
457
(431)
947
-
-
-
-
411
-
411
-
-
-
-
-
-
-
834
437
(350)
921
868
(431)
1,358
Provision is made for the estimated warranty claims in respect of products sold which are still under warranty at
the end of the reporting period. Historically there have been no material warranty claims and this is not expected to
change in the future.
(b) Remediation Provisions
Provision is made for the estimated expenditure required to restore the leasehold premises to an acceptable standard
at the end of the lease term.
(c) Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes accrued annual leave, vesting sick leave and long service
leave. For long service leave it covers all unconditional entitlements where employees have completed the required
period of service and also those where employees are entitled to pro-rata payments in certain circumstances. All
of these amounts 2015: $849,000 (2014: $821,000) are presented as current, since the group does not have
an unconditional right to defer settlement for any of these obligations. However, based on past experience, the
group does not expect all employees to take the full amount of accrued leave or require payment within the next 12
months. Leave obligations expected to be settled after 12 months 2015: $390K (2014: $350K).
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
57
17. Other Liabilities
Current
Deferred revenue
Deposits in advance
Non-Current
Deferred revenue
Deferred revenue relates to maintenance contract revenue received in advance.
18. Contributed Equity
Share capital
42,007,656 ordinary shares fully paid
(2014: 36,581,727 ordinary shares fully paid)
Other equity securities
Value of conversion rights (net of tax)
2015
$’000
2014
$’000
908
539
1,447
965
608
1,573
562
931
2015
$’000
2014
$’000
31,595
30,184
183
183
31,778
30,367
Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par
value shares. Accordingly, the parent does not have authorised capital nor par value in respect of its issued shares.
All shares rank equally with regards to the Company’s residual assets. The holders of ordinary shares are entitled to
one vote per share at meetings of the Company.
Movements in ordinary share capital
No. of Shares
$’000
Closing balance 30 June 2013
36,581,727
30,184
Share issues 2014*
Closing balance 30 June 2014
Share issues 2015 (under dividend reinvestment plan refer note 28)
Closing balance 30 June 2015
-
-
36,581,727
30,184
5,425,929
42,007,656
1,411
31,595
Options
As at balance date there are no outstanding options to purchase ordinary shares in the parent entity. All options
previously outstanding expired without being exercised in the year ended 30 June 2011.
An employee share option scheme was approved by shareholders on 3 June 2005. Refer to note 23 for details.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
58
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
18. Contributed Equity (continued)
Capital Risk Management
The Group’s and the parent entity’s objectives when managing capital are to safeguard their ability to continue as
a going concern, so that they can continue to provide returns to shareholders, benefits to other stakeholders, and
to maintain an optimal capital structure to reduce the cost of capital. The group defines capital as its equity and net
debt. There has been no change to capital risk management policies during the year.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt. The Board of Directors monitors the
return on capital, which the Group defines as net profit after tax divided by average shareholders’ equity.
19. Reserves
Dividend Appropriation Reserve
Movements
Reserve balance 1 July
Transfer from retained earnings
Reserve balance 30 June
2015
$’000
2014
$’000
13,956
13,956
13,956
13,956
-
-
13,956
13,956
The dividend appropriation reserve is used to record the retained earnings which can be used for future
dividend payments. A fully franked dividend of 5 cents per share (2014: NIL) was paid directly from
retained earnings.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
59
20. Cash Flow Information
(a) Reconciliation of Cash and Cash Equivalents
Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows is reconciled to
items in the statement of financial position as follows:
Cash and cash equivalents assets – cash at bank and on hand
Bank overdraft (note 13)
2015
$’000
2014
$’000
3,800
(446)
3,354
1,142
(1,382)
(240)
(b) Reconciliation of Net Cash Flow from Operating Activities to Profit/(Loss) for the Year
Profit/(loss) for the year
Depreciation and amortisation
Impairment of aircraft
Impairment of inventory
(Gain)/loss on disposal of property, plant and equipment
Movement in impairment of trade receivables
Unrealised foreign currency movements
Changes in operating assets and liabilities
Increase)/decrease in:
Trade and other receivables
Inventories *
Deferred tax assets
Other assets
Increase/(decrease) in:
Trade payables, accruals, and other liabilities
Employee benefits
Current tax liabilities
Deferred tax liabilities
Net cash flow from operating activities
* Net of transfers to/from property, plant and equipment
2015
$’000
2014
$’000
1,963
1,445
286
-
(4,060)
354
413
1,538
(2,670)
896
(215)
966
437
-
(170)
1,183
(11,137)
1,619
9,289
7,216
2
1,166
(995)
4,926
(2,794)
(4,090)
(31)
(1,363)
87
-
(680)
3,215
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
60
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
21. Earnings Per Share
Basic earnings per share
Diluted earnings per share
Earnings used to calculate basic and diluted earnings per share
- (loss)/profit after tax for the year
Weighted average number of ordinary shares used in
calculating basic earnings per share
Effect of dilutive securities:
- Director and employee share options
2015
cents
2014
cents
5.33
5.33
(30.44)
(30.44)
$’000
$’000
1,963
(11,137)
Number
Number
36,804,710
36,581,727
-
-
Weighted average number of ordinary shares and potential ordinary shares used in
calculating diluted earnings per share
36,804,710
36,581,727
22. Key Management Personnel Disclosures
Directors
The following persons were Directors of PTB Group Limited during the financial year:
Chairman – non-executive
H Parker
Executive Directors
CL Baker, Managing Director (Group)
RS Ferris, Managing Director (IAP Division)
Non-executive Directors
APS Kemp
NFJ Bolton (appointed 11 November 2014)
Other key management personnel
The following person also had authority and responsibility for planning, directing and controlling the activities of the
Group, directly or indirectly, during the financial year:
Name
Position
Employer
D Zgrajewski
Company Secretary and CFO
PTB Group Limited
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Termination benefits
2015
$
2014
$
891,847
746,393
83,064
40,661
-
79,054
9,865
99,404
1,015,572
934,716
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
61
22. Key Management Personnel Disclosures (continued)
Short-term employee benefits
These amounts include fees and benefits paid to the non-executive directors as well as all salary, paid leave benefits
and fringe benefits awarded to executive directors and other KMP.
Post-employment benefits
These amounts represent superannuation contributions made during the year.
Other long-term benefits
These amounts represent long service leave benefits accrued during the year.
Further information in relation to the KMP disclosures can be found in the remuneration report contained in the
Directors’ report.
23. Share-based Payments
Employee Share Option Scheme
The establishment of the Employee Share Option Scheme was approved by shareholders on 3 June 2005. All staff
are eligible to participate in the scheme, including executive Directors.
Options are granted under the scheme for no consideration. The exercise price will be the amount specified by
the remuneration committee at the time of issue. The exercise period is the period specified by the remuneration
committee at the time of issue. Options under the plan may not exceed 5% of the total number of issued shares of
the company at the date of issue.
Options lapse if prior to or during the exercise period the employee is terminated or resigns. If a person dies, becomes
disabled, or is made redundant prior to the exercise period the option lapses. If a person dies, becomes disabled, or is
made redundant during the exercise period special rules apply that allow options to be exercised.
Options granted under the scheme carry no dividend or voting rights. When exercisable, each option is convertible
into one ordinary share for cash. Amounts received on the exercise of options are recognised as share capital.
There were no options granted or exercised during the financial year and no options were outstanding at the current
or prior financial year end.
24. Remuneration of Auditors
During the year the following fees were paid or payable for services provided by the auditor of the parent entity:
2015
2014
$
$
Audit Services – Williams Hall Chadwick
Audit or review of the financial reports
130,000
129,641
Total remuneration for audit services
130,000
129,641
There was no other remuneration paid to related practices of the auditor, or other non-related audit firms.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
62
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
25. Commitments
(a) Finance leases
Commitments in relation to finance leases are payable as follows:
- Within one year
- Later than one year but not later than five years
- Later than five years
Minimum lease payments
Future finance charges
- Within one year
- Later than one year but not later than five years
- Later than five years
Representing lease liabilities:
Current
Non-current
2015
$’000
2014
$’000
-
-
-
-
-
-
-
-
-
-
-
20
17
-
37
(2)
(1)
-
34
18
16
34
Finance leases comprise leases of property, plant and equipment, under normal commercial finance lease terms and
conditions.
(b) Operating leases
Commitments in relation to non-cancellable operating leases contracted for at the reporting date but not recognised
as liabilities are payable as follows:
Within one year
Later than one year but not later than five years
Later than five years
181
534
-
715
177
698
21
896
Operating leases mainly comprise leases of equipment and premises in Australia (Bankstown, Sydney). These leases
are under normal commercial terms and conditions including rentals, in certain cases, being subject to periodic review
for market and/or CPI increases as well as options for renewal.
(c) Remuneration commitments
Commitments for payment of salaries and other remuneration under long-term employment contracts in in place at
the reporting date but not recognised as liabilities payable:
Less than one year
Greater than one year but not later than five years
(d) Capital commitments
No Capital expenditure contracted for at balance date.
499
71
570
804
563
1,367
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
63
26. Financial Risk Management and Other Financial Instrument Disclosures
Financial Risk Management
The Group’s activities expose it to a variety of financial risks; market risk (including foreign exchange risk, price risk,
and cash flow and fair value interest rate risk), credit risk, and liquidity risk. The Group’s overall risk management
program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
financial performance of the Group.
Risk management is carried out by management under policies approved by the Board of Directors. Management
identifies, evaluates and addresses financial risks and uses different methods to measure different types of risk to
which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and
other price risks, and ageing analysis for credit risk. The Board provides principles for overall risk management, as
well as policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of
derivative financial instruments and investing excess liquidity.
(a)
Market risk
(i)
Foreign exchange risk
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated
in a currency that is not the entity’s functional currency.
The Group operates internationally and is exposed to foreign exchange risk primarily arising from sale and purchase
transactions denominated in US dollars and UK pounds. The risk is measured using sensitivity analysis and cash flow
forecasting.
Where derivatives are used they are exclusively used for hedging purposes to minimise foreign exchange risk on
relevant transactions and the Group does not speculate on foreign currency. The Group manages this risk through
matching, to the extent possible, of US dollar denominated receivables and payables. All transactions which are
exposed to foreign exchange risk are authorised by senior management.
The Group’s exposure to foreign currency risk at the reporting date was as follows:
Cash and cash equivalents
Trade and other receivables
Other assets
Forward exchange contracts
Trade and other payables
Borrowings
Other liabilities
30-Jun-15
30-Jun-14
USD
GBP
USD
GBP
$’000
£’000
$’000
£’000
2,719
6,090
181
-
(4,136)
(7,815)
(182)
7
2
-
-
-
-
-
1,057
6,334
31
3,000
(3,535)
(8,254)
(606)
6
-
-
-
(263)
-
-
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 64
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
26. Financial Risk Management and Other Financial Instrument Disclosures (continued)
(a) Market risk (continued)
Group sensitivity
Based on the financial instruments held at 30 June 2015, had the Australian dollar weakened/strengthened by 10%
against the USD dollar, with all other variables held constant, the Group’s post tax position for the year would have
been $320,000 lower/$262,000 higher (2014: profit $164,000 lower/$134,000 higher), mainly as a result of
foreign exchange gains and losses on translation of US dollar denominated financial instruments as detailed in the
above table.
Equity would have been $320,000 lower/$262,000 higher (2014: $164,000 lower/$134,000 higher) had the
Australian dollar weakened/strengthened by 10% against the US dollar due to the reasons noted above.
It is worth noting that the company undertakes the majority of its sales and purchases in US dollars. Therefore, the
majority of profit is generated in US dollars, with the reported AUD profit positively impacted by any weakening of
the Australian dollar.
As per above, the Group’s exposure to other foreign exchange movements is not material.
(ii)
Price risk
The Group is not directly exposed to material equity securities price risk or commodity price risk.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
65
26. Financial Risk Management and Other Financial Instrument Disclosures (continued)
(a) Market risk (continued)
(iii)
Cash flow and fair value interest rate risk
The Group has significant interest bearing liabilities, as detailed below. The majority of these liabilities bear fixed
interest rates. The fair value interest rate risk is not hedged. However, as noted above, the fixed interest rate bank
loans are generally used to fund extended credit receivables. Loans from financial institutions are used to purchase
and refurbish aviation assets. Although the fair value interest rate risk is not hedged, where possible the loans are
matched against receivables in currencies that match the interest rate risk.
Variable rate debt (primarily the bank overdraft) is also not hedged.
The Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial
assets and financial liabilities is set out in the following table:
Fixed Interest Rate Maturing
Effective
Weighted
Average
Interest
Rate
Floating
Interest
Rate
1 year
or less
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
Over 5
years
Non-
Interest
Bearing
Total
%
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
$’000
2015
Financial assets
Cash and cash
equivalents
Trade and other
receivables
Extended credit
receivables
0.00%
3,796
-
-
-
-
-
-
-
-
-
-
6.12%
-
482
522
566
565
-
-
-
-
4 3,800
-
4,782 4,782
-
654 2,789
Total financial assets
3,796
482
522
566
565
-
-
5,440 11,371
Financial liabilities
Trade and other
payables
Bank overdraft
Bank Loans
Bills payable
Lease liabilities
Insurance Loan
Related party loans
-
-
4.20%
5.60%
446
-
-
-
-
-
-
- 2,761
991 3,784
6.03%
3,450
-
3.93%
-
-
-
-
-
-
56
-
- 4,188
-
-
-
-
-
-
Total financial liabilities
3,896 2,817
991 7,972
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,249 6,249
-
-
-
-
-
-
-
-
446
- 7,536
- 7,638
-
-
-
56
271
271
6,520 22,196
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
66
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
26. Financial Risk Management and Other Financial Instrument Disclosures (continued)
(a) Market risk (continued)
Fixed Interest Rate Maturing
Effective
Weighted
Average
Interest
Rate
Floating
Interest
Rate
1 year
or less
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
Over 5
years
Non-
Interest
Bearing
Total
%
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
$’000
2014
Financial assets
Cash and cash
equivalents
Trade and other
receivables
Extended credit
receivables
0.00%
1,134
-
8.51%
-
-
-
-
-
-
738 1,741
Total financial assets
1,134
738 1,741
Financial liabilities
Trade and other
payables
Bank overdraft
Bank loans
Bills payable
Lease liabilities
Insurance Loan
Related party loans
7.41%
- 7,235 1,555
99
14
-
-
7.16%
1,382
-
-
-
-
7.17%
1,400 2,275
7.68%
4.58%
9.00%
-
-
-
-
15
-
18
54
- 2,600
Total financial liabilities
2,782 9,582 4,170
100
14
There are no other interest bearing financial assets and liabilities.
Group sensitivity
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8
1,142
5,790
5,790
-
2,479
5,798
9,411
5,408
5,408
-
-
-
-
-
-
1,382
8,903
3,675
34
54
2,600
5,408 22,056
As the majority of the interest rates are fixed, at 30 June 2015 if interest rates had changed by -/+100 basis points
from year-end rates with all other variables held constant, post tax profit and equity for the year would not be
materially impacted (2014: immaterial).
Net Fair Values
The net fair values of financial assets and financial liabilities approximate their carrying values.
Derivative Financial Instruments
The Group does not normally use derivative financial instruments except as noted above.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
67
(b) Credit risk
The Group trades only with recognised, creditworthy third parties.
The main credit risk arises from receivables balances. These balances are monitored on an ongoing basis with the
result that the Group’s exposure to bad debts is not considered significant by the Directors. Management review the
credit rating of each customer, taking into account any previous trading history with the Group, its financial position,
and external credit reports where appropriate. Individual risk limits are set based on internal ratings and compliance
is regularly monitored by management.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to
recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed
in the balance sheet and notes to the financial statements.
The Group does not have any material credit risk exposure to any single debtor or group of debtors under financial
instruments at balance date except as follows:
■■
■■
The Group’s customers are involved in the airline passenger and freight operation industry;
There are a number of individually significant receivables. For example at 30 June 2015 the largest 10 debtors
comprised approximately 71% (2014: 73%) of total receivables. It should be noted that the largest debtor is an
extended credit receivable to a customer in Indonesia which accounts for 29% (2014: 28%) of total receivables.
The Group has security over the underlying asset in the event of a default, in conjunction with guarantees of
$5 million USD from the parent entity of the customer. Other trade receivables comprise 29% (2014: 27%)
of total receivables; and
■■
The receivables are concentrated in six main geographical areas. Refer to note 27 for further information.
At balance date cash was held with the Commonwealth Bank of Australia.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
68
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
26. Financial Risk Management and Other Financial Instrument Disclosures (continued)
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an
adequate amount of committed credit facilities. The Group manages liquidity risk by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The Group also ensures that adequate unutilised borrowing facilities and cash reserves are maintained. The Group’s
objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts,
bank loans, unsecured notes, finance leases and finance company loans.
Finance Facilities
Available facilities
Bank overdraft
Bank loans - chattel mortgage
- other
Bills payable - multi option
Finance Company Leases & Loans
Related party facilities
Amounts utilised
Bank overdraft
Bank loans - chattel mortgage
- other
Bills payable - multi option
Finance Company Leases & Loans
Related party facilities
Unused facilities
Bank overdraft
Bank loans - other
Consolidated
2015
$’000
2014
$’000
654
188
7,486
7,638
-
271
16,237
446
188
7,404
7,638
-
271
15,947
208
82
290
1,533
423
8,578
3,675
34
2,600
16,843
1,382
423
8,534
3,675
34
2,600
16,648
151
44
195
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
69
Maturities of financial liabilities
The tables below analyse the Group’s financial liabilities and net and gross settled derivative financial instruments into
relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date.
The amounts disclosed in the table are the contractual undiscounted cash flows.
1 year
or less
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
Over 5
years
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Group 2015
Non-derivatives
Non-interest bearing
Variable rate
Fixed rate
Total financial liabilities
Group 2014
Non-derivatives
6,520
446
2,817
9,783
-
-
991
991
-
3,450
7,972
11,422
-
-
-
-
-
-
-
-
-
-
-
-
6,520
3,896
11,780
22,196
Non-interest bearing
5,408
-
-
-
-
-
-
-
-
-
4,171
4,171
100
100
14
14
-
5,408
2,782
13,866
-
-
-
-
22,056
Variable rate
Fixed rate
Total financial liabilities
2,782
9,581
17,771
Bank overdraft
The bank overdraft facilities are subject to annual review and may be drawn at any time. The interest rate is variable
and is based on prevailing market rates.
Bank loans
The chattel mortgage loans are repayable by monthly instalments of principal and fixed interest over a period of 2 to
4 years from each draw down date.
Related party loans
No interest is payable on the related party loan of $271,000 (2014: NIL). The prior year related party loan of
$2,600,000 was repaid in full during the year and was at an interest rate of 9.0%.
Bills payable
The multi-option facility includes variable rate commercial bills of $7,638,000 (2014: $3,675,000) at a weighted
average interest rate of 6.03% (2014: 7.17%). For each drawing of a bill, a rate is quoted by the bank at the time of
draw down. The bills have terms between one and two years from drawdown date.
Maturities of financial liabilities
The previous tables analyse the Group’s financial liabilities, net and gross settled derivative financial instruments into
relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date.
The amounts disclosed in the table are the contractual undiscounted cash flows.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
70
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
27. Segment Information
The Group has three reportable segments:
■■
■■
■■
PTB: Covering the operations of the holding company PTB Group Limited specialising in PT6 and TPE331
Turboprop engines. The business repairs, sells, hires and leases PT6 and TPE331 engines, maintains under
contract related engines, and trades in related engine and airframe parts.
IAP: Covering the operations of the IAP Group Australia Pty Ltd trading in aircraft, jet aircraft engines,
airframes and related parts. This business is an aircraft owner and leases aircraft to airline operators under
both operating and finance leases.
Emerald: Covers the operation of PTB (Emerald) Pty Ltd the owner of the aircraft acquired from Emerald
Airways UK which are leased to airline operators under both operating and finance leases.
Geographical Segments (Secondary Reporting)
The Group’s management and operations are based in Brisbane and Sydney, Australia. Its customers, however, are
located in six main geographical markets – Australia/PNG/New Zealand, Pacific Islands, America, Asia, Africa, and
Europe.
Segment assets include rental engines and aircraft which are attributed either to the geographic market in which the
customer who rents the engine or aircraft at year-end is based or, for non-rented engines and aircraft, where they
are physically located.
The following tables outline the distribution of the Group’s sales, adjusted EBITDA, assets and liabilities by those
geographical markets by business segment.
.
.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
71
27. Segment Information (continued)
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
2015
(i) Revenue
PTB
Total Segment Revenue
5,138 3,925
4,862
13,566
Inter-segment Revenue
(23)
-
-
-
Revenue from external
customers
5,115 3,925
4,862
13,566
27
-
27
178
-
178
424
-
424
78
-
78
(19)
-
(19)
898
-
898
-
-
-
-
-
-
-
-
-
794
-
794
1,663
(340)
1,323
498
1,576
2,751
-
-
-
498
1,576
2,751
-
-
-
-
-
-
6,438 4,423
6,438
17,111
629
957
- 35,996
Emerald
Total Segment Revenue
Inter-segment Revenue
Revenue from external
customers
IAP
Total Segment Revenue
Inter-segment Revenue
Revenue from external
customers
Unallocated
Total Unallocated
Revenue
Total revenue from
external customers
(ii) Adjusted EBITDA
PTB
Emerald
IAP
Unallocated
415
422
-
-
523
-
(150)
(61)
(193)
1,459
4,050
(337)
3
162
(52)
8
(19)
(110)
Adjusted EBITDA
265
361
330
5,172
113
(121)
- 27,596
-
(23)
- 27,573
-
-
-
-
-
-
-
953
-
953
7,810
(340)
7,470
-
-
-
-
-
2,830
4,193
(903)
6,120
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
72
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
27. Segment Information (continued)
2015
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000 $’000 $’000
$’000
$’000
$’000
(iii) Segment Disclosure Items
Depreciation & Amortisation
PTB
Emerald
IAP
Total
Impairment of Goodwill
PTB
Total
Impairment of Assets
PTB
Emerald
IAP
Total
438
-
584
1,022
-
-
120
120
-
-
-
-
286
286
-
-
-
-
-
-
Unrealised (Gain)/Loss on Foreign Currency
-
-
-
-
-
-
-
-
-
-
228
-
228
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
PTB
Emerald
IAP
Total
-
-
-
-
105
-
(5)
100
130
364
- (122)
(16)
114
(28)
214
1
(5)
(4)
(8)
-
75
-
75
-
-
-
-
-
-
2
-
(9)
(7)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
438
303
704
1,445
-
-
-
-
286
286
602
(127)
(62)
413
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
73
27. Segment Information (continued)
2015
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Capital Expenditure
PTB
Emerald
IAP
Total
961
-
764
1,725
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,868
-
1,868
-
-
-
-
961
1,868
764
3,593
Total Segment Assets
PTB
Emerald
IAP
Unallocated
Total
27,340
725
710 2,784
2,116
-
- 6,173
14,135 2,071
148
806
-
-
-
-
265
654
112
-
43,591 2,796
858 9,763
1,031
Total Assets Includes
Non-current Assets (other than financial assets and deferred tax)
PTB
Emerald
IAP
Total
12,038
-
67
-
7,733 2,015
19,771 2,082
-
80
- 5,176
-
-
- 5,256
Total Segment Liabilities
PTB
Emerald
IAP
Total
2,073
986
3,209 1,116
10
1,105
-
81
652
87
(25)
196
3,188 1,067
3,948 1,287
-
-
-
-
11
33
-
44
-
13
30
-
43
-
-
-
-
1
-
81
82
20,257 52,081
(10,904)
(1,948)
(9,353)
7,949
-
-
- 58,082
20,257 32,442
(10,904)
(5,728)
(9,353)
395
- 27,109
-
-
-
-
7,396
670
1,550
9,616
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
74
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
27. Segment Information (continued)
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
2014
(i) Revenue
PTB
Total Segment Revenue
6,272 1,934
729 13,494
Inter-segment Revenue
(401)
-
-
-
Revenue from external
customers
5,871 1,934
729 13,494
4
-
4
6
-
6
19
-
19
- 22,439
-
(401)
- 22,038
-
-
-
2,120
-
2,120
- 1,482
-
-
- 1,482
619
-
619
Emerald
Total Segment Revenue
Inter-segment Revenue
Revenue from external
customers
-
-
-
IAP
Total Segment Revenue
Inter-segment Revenue
Revenue from external
customers
2,724
(303)
2,421
Unallocated
Total Unallocated
Revenue
Total revenue from
external customers
(ii) Adjusted EBITDA
-
-
-
-
-
-
-
-
3,209 3,734
122
1,088
-
-
-
-
3,209 3,734
122
1,088
- 10,877
-
(303)
- 10,574
-
-
-
-
-
-
8,292 1,934
3,938 18,710
745
1,113
- 34,732
PTB
Emerald
IAP
Unallocated
1,060
267
100 1,860
-
413
-
-
-
-
-
610
-
115
710
-
Adjusted EBITDA
1,473
267
710 2,685
-
48
23
-
71
1
1
207
-
209
-
-
-
-
-
3,288
164
1,963
-
5,415
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
75
27. Segment Information (continued)
2014
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000
$’000 $’000
$’000
$’000
$’000
(iii) Segment Disclosure Items
Depreciation & Amortisation
PTB
Emerald
IAP
Total
Impairment of Goodwill
PTB
Total
Impairment of Assets
PTB
Emerald
IAP
Total
440
-
654
1,094
-
-
100
-
7,056
7,156
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
26
-
-
26
-
-
-
-
247
250
497
-
-
-
-
2
-
2
-
-
-
- 2,346
1,048
8,370
-
-
238
-
- 2,346
1,286
8,370
Unrealised (Gain)/Loss on Foreign Currency
PTB
Emerald
IAP
Total
-
-
-
-
(30)
(11)
(210)
-
-
-
(30)
-
(630)
(263)
62
51
72
2
(768)
(261)
-
(8)
21
13
-
-
-
-
-
-
466
249
904
1,619
-
-
-
100
- 11,764
-
7,294
- 19,158
-
-
-
-
(251)
(901)
157
(995)
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
76
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
27. Segment Information (continued)
2014
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Capital Expenditure
PTB
Emerald
IAP
Total
677
-
617
1,294
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,799
-
2,799
-
-
-
-
677
2,799
617
4,093
Total Segment Assets
PTB
Emerald
IAP
Unallocated
Total
21,462
454
434
1,294
735
-
-
5,988
19,184
720
772
640
-
-
-
-
181
854
107
-
41,381 1,174
1,206
7,922
1,142
2,959
3
20,243 44,071
2,857
(11,193)
(759)
99
-
(9,050) 12,472
-
-
- 55,784
Total assets includes:
Non-current Assets (other than financial assets and deferred tax)
PTB
Emerald
IAP
Total
8,190
-
13,154
21,344
39
-
720
759
-
-
-
-
60
5,401
-
5,461
-
-
-
-
-
20,243 28,532
1,789
(11,193)
(4,003)
-
(9,050)
4,824
1,789
- 29,353
Total Segment Liabilities
PTB
Emerald
IAP
Total
2,019
745
1,665
31
-
1,129
1,139
3,189
128
873
200
2,994
1,069
519
186
364
4
328
-
332
33
222
121
376
-
-
-
-
4,985
1,896
1,952
8,833
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
77
27. Segment Information (continued)
Other segment information
(i) Segment revenue
Sales between segments are carried out at cost and are eliminated on consolidation. The revenue from external
parties reported to the Board is measured in a manner consistent with that in the income statement.
Revenues from external customers of PTB are derived from repairing, selling, leasing and maintaining PT6 and
TPE331 turbo prop aircraft engines under contract and trading in related engine and airframe parts. For IAP revenue
is derived from trading in aircraft, jet aircraft engines, airframes and related parts as well as leasing aircraft under
operating and finance leases. Emerald’s revenue is interest income from finance leases and revenue from operating
leases and sale of aircraft.
A breakdown of revenue and results is provided in the preceding tables.
Total Segment revenue
Intersegment eliminations
Interest revenue
2015
$’000
2014
$’000
36,359
(363)
-
35,436
(704)
-
Total revenue from continuing operations (note 2)
35,996
34,732
The Group is domiciled in Australia. The amount of its revenue from external customers in Australia is $6.438 million
(2014: $8.292 million) and the total revenue from external customers in other countries is $29.558 million (2014:
$26.440 million). Segment revenues are allocated based on the country in which the customer is located.
(ii) Adjusted EBITDA
The Board assesses the performance of the operating segments based on a measure of adjusted EBITDA.
This measurement basis excludes the effects of non recurring expenditure from the operating segments such as,
unrealised gains / (losses) on foreign currency movements, impairments of aircraft, inventory and extended credit
receivables. Interest income and interest income on long term HP receivables is allocated to segments whereas
finance costs and depreciation and amortisation expenses are not allocated to segments.
A reconciliation of adjusted EBITDA to operating profit before income tax is provided as follows:
Adjusted EBITDA
Unrealised gain/(loss) on foreign Currency
Impairment of inventory
Impairment of extended credit receivables
Impairment of aircraft
Depreciation and amortisation
Finance Costs
2015
$’000
2014
$’000
6,120
(413)
-
-
(286)
(1,445)
(1,286)
5,415
995
(7,216)
(2,653)
(9,289)
(1,619)
(1,540)
Profit/(Loss) before income tax from continuing operations
2,690
(15,907)
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 78
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
27. Segment Information (continued)
(iii) Segment assets
The amounts provided to the Board with respect to total assets are measured in a manner consistent with that of the
financial statements. These assets are allocated based on the operations of the segment and the physical location
of the asset.
Reportable segments’ assets are reconciled to total assets as follows:
Segment Assets
Unallocated:
Deferred tax assets
Total assets as per the statement of financial position
2015
$’000
2014
$’000
58,082
55,784
4,970
63,052
5,866
61,650
The total of non current assets other than financial instruments and deferred tax assets located in Australia is $19.771
million (2014: $21.344 million), and the total of these non current assets located in other countries is $7.338 million
(2014: $8.009 million). Segment assets are allocated to countries based on where the assets are located.
(iv) Segment liabilities
The amounts provided to the board with respect to total liabilities are measured in a manner consistent with that of
the financial statements. These liabilities are allocated based on the operations of the segment.
The group’s borrowings and derivative financial instruments are not considered to be segment liabilities but rather
managed by the treasury function. Reportable segments’ liabilities are reconciled to total liabilities as follows:
Segment Liabilities
Unallocated:
Derivative financial instruments
Deferred tax liabilities
Current borrowings
Non-current borrowings
Total liabilities as per the statement of financial position
2015
$’000
2014
$’000
9,616
8,833
-
2,388
3,535
12,412
27,951
55
2,558
12,364
4,284
28,094
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
79
28. Dividends
2015
$’000
2014
$’000
Dividends paid during the year
Interim dividend for 30 June 2015 of 5 cents per share (2014: Nil) fully franked
(at 30%) paid on 16 June 2015
1,829
Dividends paid in cash or satisfied by the issue of shares under dividend reinvestment scheme during the year
were as follows:
Paid in cash
Satisfied by the issue of shares
418
1,411
1,829
-
-
-
-
Consolidated
Parent Entity
2015
$’000
2014
$’000
2015
$’000
2014
$’000
Franking credits
Franking credits available for subsequent financial
years based on a tax rate of 30% (2014: 30%)
10,236
11,020
10,236
11,020
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 amount of the provision for income tax;
b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and
c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
The consolidated amounts include franking credits that would be available to the parent entity if distributable profits
of subsidiaries were paid as dividends.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 80
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
29. Subsidiaries
Name
Country of Incorporation
2015
2014
Equity Holding
PTB Finance Limited (1)
PTB Rentals Australia Pty Ltd (1)
Pacific Turbine, Inc (2)
PTB (Emerald) Pty Ltd (3)
Australia
Australia
USA
Australia
Aircraft Maintenance Services Ltd (4)
United Kingdom
IAP Group Australia Pty Ltd (5)
International Air Parts UK Limited (6)
PTB Emerald Limited (7)
748 Cargo Pty Ltd (8)
Australia
United Kingdom
United Kingdom
Australia
(1) Incorporated 14 October 2005
(2) Incorporated 29 September 2005
(3) Incorporated 4 October 2006
(4) Incorporated 6 November 2006
(5) Purchased as part of business combination on 21 September 2006.
Aeropelican Air Services disposed 30 September 2008.
(6) Incorporated 18 October 2006
(7) Incorporated 13 October 2006
(8) Incorporated 21 June 2007 (Previously PTB Asset Management Pty Ltd)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
All subsidiaries are 100% owned by PTB Group Limited which is incorporated in Australia. All share capital consists of
ordinary shares in each company and the proportion of ownership interest is equal to the proportion of voting power
held. All subsidiaries were established by the parent except for those acquired as part of the business combination
in prior years.
There are no significant restrictions over the Group’s ability to access these assets, and settle liabilities, of the Group.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
81
30. Deed of Cross Guarantee
On 29 June 2007, PTB Group Limited and all of its subsidiaries, excluding PTB Finance Limited and Pacific Turbine
Inc, entered into an arrangement as parties to a deed of cross guarantee under which each company guarantees the
debts of the others. By entering into the deed, the wholly owned entities have been relieved from the requirements
to prepare a financial report and Directors’ report under Class Order 98/1418 (as amended) issued by the Australian
Securities and Investments Commission.
(a)
Consolidated statement of profit & loss and other comprehensive income and summary
of movements in consolidated retained earnings
PTB Group Limited and its subsidiaries, excluding PTB Finance Limited and Pacific Turbine Inc, represent a ‘Closed
Group’ for the purposes of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are
controlled by PTB Group Limited, they also represent the ‘Extended Closed Group’.
Set out below is a consolidated statement of profit & loss and other comprehensive income and a summary
of movements in consolidated retained profits for the year ended 30 June 2015 of the Closed Group:
Revenue
Total Revenue
2015
$’000
2014
$’000
35,996
35,996
34,732
34,732
Changes in inventories of finished goods and work in progress
2,296
(2,504)
Raw materials and consumables used and finished goods purchased for sale
(24,603)
(16,008)
Employee benefits expense
Depreciation and amortisation
Repairs and maintenance
Bad and doubtful debts
Finance costs
Net foreign exchange loss
Net gain / (loss) on sale of property, plant and equipment
Impairment of aircraft
Impairment of extended credit receivables
Impairment of inventory
Other expenses
Total expenses
Profit/(Loss) before income tax expense
Income tax expense
Profit/(Loss) for the year
Statement of Comprehensive Income
Profit/(Loss) for the year
Other comprehensive income net of tax
Total comprehensive income for the year attributable to the owners of
the parent entity
Summary of movements in consolidated retained profits/(losses)
Retained (losses)/profits at the beginning of the financial year
Transfer to dividend appropriation reserve
Profit/(loss) for the year
Dividend paid during the year
Retained (losses)/profits at the end of the financial year
(6,161)
(1,445)
(52)
(1,518)
(1,286)
(629)
4,060
(286)
-
-
(3,682)
(33,306)
2,690
(727)
1,963
(5,858)
(1,619)
(76)
(227)
(1,540)
(203)
(2)
(9,289)
(2,653)
(7,216)
(3,444)
(50,639)
(15,907)
4,770
(11,137)
1,963
(11,137)
-
-
1,963
(11,137)
(10,893)
-
244
-
1,963
(11,137)
(1,829)
-
(10,759)
(10,893)
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
82
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
30. Deed of Cross Guarantee (continued)
(b) Consolidated Statement of Financial Position
Set out below is a consolidated statement of financial position as at 30 June 2015 of the Closed Group:
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Current tax assets
Other current assets
Total Current Assets
Non-Current Assets
Trade and other receivables
Inventories
Other financial assets
Property, plant and equipment
Deferred tax assets
Intangible assets
Other non-current assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Borrowings
Derivative financial instruments
Current tax liabilities
Provisions
Other current liabilities
Total Current Liabilities
Non Current Liabilities
Borrowings
Deferred tax liabilities
Provisions
Other non-current liabilities
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Reserves
Retained earnings
Total Equity
2015
$’000
2014
$’000
3,800
5,616
1,142
6,242
21,113
18,817
-
444
-
230
30,973
26,431
1,641
-
265
1,713
-
265
20,820
22,992
4,970
4,334
-
32,030
63,003
6,249
3,535
-
-
849
1,447
5,866
4,334
-
35,170
61,601
5,408
12,364
55
-
821
1,573
12,080
20,221
12,412
2,388
509
562
15,871
27,951
35,052
31,855
13,956
4,284
2,558
100
931
7,873
28,094
33,507
30,444
13,956
(10,759)
(10,893)
35,052
33,507
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
83
31. Related Party Balances and Transactions
a)
Parent entity and subsidiaries
The ultimate parent entity of the Group is PTB Group Limited. Interests in subsidiaries are set out in note 29.
b)
Key management personnel
Disclosures relating to key management personnel are set out in the Directors’ Report and note 22.
c) Other Transactions with Subsidiaries
The following transactions occurred with subsidiaries:
Parent Entity
Revenue - sale of engines
Revenue - sale of goods and services
Revenue - engine rentals
Revenue - dividend
Purchase of goods and services
Rent and property related expenses
Parent Entity
2015
$
2014
$
-
303,322
35,714
-
-
-
38,251
58,676
-
-
168,281
364,959
In addition to the above sales, the parent has also provided, free of charge, other administrative and
accounting assistance to the subsidiaries.
d) Outstanding balances of Loans to Subsidiaries
Loans to subsidiaries
19,939,917
19,925,633
The loans are non-interest bearing, unsecured, at call and repayable in cash.
e) Outstanding balances arising from sales/purchases of goods and services
Trade and extended credit receivables
Trade payables
-
-
-
-
No provisions for doubtful debts have been raised in relation to any outstanding balances, and no expense has been
recognised in respect of bad or doubtful debts due from related parties.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 84
Notes to the Financial Statements
for the year ended 30 June 2015 (Continued)
32. Parent Entity Financial Information
a)
Summary financial information
Statement of Financial Position
Current assets
Total Assets
Current liabilities
Total Liabilities
Shareholder’s equity
Issued Capital
Reserves
Retained earnings
Profit or loss for the year
Total comprehensive income
b) Guarantees entered into by the parent entity
Carrying amount included in current liabilities
33. Events after the Balance Date
2015
$’000
2014
$’000
19,639
15,539
65,513
58,160
7,187
8,228
17,025
10,165
31,855
12,127
4,506
48,488
30,444
13,956
3,595
47,995
911
1,429
911
1,429
-
-
-
-
No matters or circumstances have arisen since the end of the financial year which have significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group
in future years.
34. Contingent liabilities
The Group had the following bank guarantees as at 30 June:
Favouree
Bank
Date
The President of Islamic Republic of
Pakistan
Bankstown Airport Limited
CBA
CBA
5/03/2014
27/03/2007
2015
$’000
2014
$’000
-
18
18
21
18
39
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
Directors’ Declaration
for the year ended 30 June 2015
The Directors of the Company declare that:
85
(a) the attached financial statements and notes, as set out on pages 31 to 84 are in accordance with the
Corporations Act 2001 and:
(i) comply with Australian Accounting Standards and the Corporations Regulations 2001; and
(ii) give a true and fair view of the financial position as at 30 June 2015 and of the performance for the year
ended on that date of the consolidated entity;
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable; and
(c) at the date of this declaration, there are reasonable grounds to believe that the members of the Extended
Closed Group identified in note 30 will be able to meet any obligations or liabilities to which they are, or may
become, subject by virtue of the deed of cross guarantee described in note 29; and
(d) the financial statements also comply with International Financial Reporting Standards as disclosed in note 1.
The Directors have been given the declarations by the Managing Director and Chief Financial Officer for the financial
year ended 30 June 2015 required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
H Parker
Chairman
Brisbane
21 August 2015
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES
86
Independent Auditor’s Report
for the year ended 30 June 2015
Independent Auditor’s Report
To the members of PTB Group Limited
Report on the Financial Statements
We have audited the accompanying financial report of PTB Group Limited, which comprises the consolidated statement
of financial position as at 30 June 2015, the consolidated statement of profit or loss and other comprehensive
income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, notes comprising a summary of significant accounting policies and other explanatory information, and
the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the
year’s end or from time to time during the financial year.
Directors Responsibility for the Financial Statements
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 is free from material
misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting
Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International
Financial Reporting Standards (IFRS).
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical
requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about
whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating
the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Independent Auditor’s Report
for the year ended 30 June 2015 (Continued)
87
Auditor’s Opinion
In our opinion:
a. the financial report of PTB Group Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2015
and of their performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included on pages 11 to 16 of the directors’ report for the year
ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to
express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
Auditor’s Opinion
In our opinion the Remuneration Report of PTB Group Limited for the year ended 30 June 2015, complies with
section 300A of the Corporations Act 2001.
Geoffrey Stephens
Director
Williams Hall Chadwick
Dated this 21st day of August 2015
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 88
Shareholders’ Information
for the year ended 30 June 2015
The shareholder
applicable as at 13 August 2015.
information set out below was
(c)
The names of the substantial shareholders
(including related entities) listed in the
company’s register are:
(a) Distribution of Shareholders:
Category
(size of Holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Class of equity security
Ordinary
Shares
Options
22
99
39
88
41
289
RS Ferris
Keybridge Capital
River Capital
CL Baker
SG Smith
(d) Voting Rights
-
-
-
-
-
-
Number of
Ordinary
Shares Held
Percentage
%
9,221,049
8,343,802
4,548,266
2,833,527
2,209,317
21.95%
19.86%
10.83%
6.75%
5.26%
(b)
The number of ordinary shareholdings held
in less than marketable parcels is 34.
On a show of hands every member present at a meeting in
person or by proxy shall have one vote and upon a poll each
share shall have one vote. Options carry no voting rights.
(e) 20 Largest Shareholders — Ordinary Shares (Quoted):
Number of Ordinary
Fully Paid Shares Held
Percentage
%
MR ROYSTON STEPHEN FERRIS
KEYBRIDGE CAPITAL LIMITED
RIVER CAPITAL ALTERNATE FUND MANAGEMENT PTY LTD
BAKER SUPERANNUATION PTY LTD
MR STEPHEN GARRY SMITH & MRS JUDITH ANN FLINTOFT
MILTON YANNIS
GRAEME HILLS
MARGARET HILLS
ROCKET SCIENCE PTY LTD
JUDITH FLINTOFT
ROSS GEORGE YANNIS
MR GEORGE YANNIS & MRS THELMA YANNIS
MS CECILIA HAMILTON CROAKER
M R & S J GORDON PTY LTD
DAVID FAMILY SUPERANNUATION FUND PTY LTD
MR EDWARD JAMES DALLY & MRS SELINA DALLY
HARVEY PARKER
HUGH JONES
MRS SUSAN DEBORAH MARTIN-BAKER
HUNTINGTON GROUP PTY LIMITED
9,221,049
8,205,568
4,548,266
2,188,708
1,321,317
1,206,002
1,061,066
999,038
897,261
888,000
864,370
644,649
481,621
478,669
465,847
435,207
409,171
381,525
380,721
370,924
35,449,029
21.95%
19.53%
10.83%
5.21%
3.15%
2.87%
2.53%
2.38%
2.14%
2.11%
2.06%
1.53%
1.15%
1.14%
1.11%
1.04%
0.97%
0.91%
0.91%
0.88%
84.39%
Unquoted equity securities
Number on issue
Number of holders
Options issued under the PTB Group Ltd Share Option Scheme
to take up ordinary shares
-
-
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Company Statistics
for the year ended 30 June 2015
89
Revenue ($’000)
+-Net (loss)/profit
($’000)
Net Assets ($’000)
Cash Flow from Operating
Activities ($’000)
Ordinary Shares fully paid
(‘000)
Return on average
shareholders’ funds (%)
Share price at year-end ($)
NTA backing per Share
(Cents)
Dividend paid (Cents) per
share in respect of each
financial year
Average AUD/USD
exchange rate
2015
2014
2013
2012
2011
35,996
1,963
35,101
1,183
34,732
(11,137)
33,556
3,215
27,704
368
44,693
6,496
32,275
1,375
45,575
5,413
31,347
657
43,200
2,079
42,008
36,582
36,582
32,225
32,225
4.92
0.30
73
5
(28.47)
0.29
80
Nil
0.82
0.40
110
5.1
3.13
0.23
125
Nil
1.53
0.25
121
Nil
$0.84
$0.92
$1.03
$1.03
$0.99
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 90
Notes:
Notes:
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES Notes:
91
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES 92
Notes:
ANNUAL REPORT 2015PTB GROUP LIMITED AND CONTROLLED ENTITIES PO Box 90 PINKENBA QLD 4008
22 Orient Avenue PINKENBA QLD 4008
t 61 7 3637 7000
f 61 7 3260 1180