PTB Group Limited
Annual Report 2020

Plain-text annual report

ANNUAL REPORT 2020 PTB GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE DIRECTORY AND INFORMATION Directors Craig Baker, Chairman Stephen Smith, Managing Director and CEO Prince Gunasekara, Non-executive Director Andrew Kemp, Non-executive Director Russell Cole, 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 1185 Share Registry Link Market Services Level 21, 10 Eagle Street BRISBANE QLD 4000 Telephone: +61 1300 554 474 Bankers Commonwealth Bank Business and Private Banking Level 21, 180 Ann Street Brisbane QLD 4000 Solicitors Talbot Sayer Level 27, Riverside Centre 123 Eagle Street Brisbane QLD 4000 Auditor Hall Chadwick Qld Level 4, 240 Queen 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 For the year ended 30 June 2020 Table of Contents Corporate Directory and Information Inside cover Chairman’s Report Managing Director’s Report About PTB Group Acquisition of Prime Turbines COVID-19 Impacts and Response Directors’ Report Auditor’s Independence Declaration Corporate Governance Statement Financial Statements and Notes Directors’ Declaration Independent Auditor’s Report Shareholder Information Company Statistics 2 3 6 12 14 15 27 28 37 95 96 101 Inside back cover 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. 1 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020CHAIRMAN’S REPORT For the year ended 30 June 2020 “2020 was a landmark year for PTB Group” Craig Baker, Chairman This year PTB Group delivered a record financial result, achieving sales revenue of $78 million, up 52% on the prior year. This included a four-month contribution from our acquisition of Prime Turbines. Profit Before Tax, Foreign Exchange and Acquisition Costs was also a record result, up 50% on the prior period to $7.959 million. On the back of this record result and the strong level of liquidity, the Board has declared a fully franked final dividend of $0.025 per share, thereby taking the full year dividend to $0.05 per share. 2020 was a landmark year for PTB Group, not only for the record financial results, but also due to the acquisition of Prime Turbines. This acquisition significantly strengthens our position in the United States, the largest market in the world, adding further diversity to the end markets and customers which PTB serves. The management team, led by Stephen Smith, have done a tremendous job of successfully integrating the operations of Prime Turbines and I would like to take this opportunity to welcome all of our newest employees and customers to the PTB Group family. As we enter FY2021 we continue to see the effects of COVID-19 unfold in global aviation markets. While we are not immune to those effects, the resilience of our business model and the strength of our balance sheet ensures we are well placed to respond to the challenges that may present. Craig Baker Chairman 2 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 MANAGING DIRECTOR’S REPORT For the year ended 30 June 2020 Stephen Smith, Managing Director FY2020 was a significant year of growth in our company, fuelled by the acquisition of Prime Turbines and the continued strong performance from the existing PTB Group. This financial year we recorded our highest ever revenues and earnings and we finished the year with a robust balance sheet with over $15 million of cash on hand. This result was extremely pleasing in the face of unprecedented market conditions and is a testament to the resilience of the operations of the Group and our people. BUSINESS UPDATE The past 12 months have represented a landmark year in the history of our business. FY2020 saw PTB Group deliver a record financial result, complete the acquisition of Prime Turbines, successfully raise $34.9 million of new equity, welcome a suite of new and supportive investors to the register and successfully navigate the challenges presented by the outbreak of COVID-19. ACQUISITION UPDATE On 31 January 2020 we announced our intention to acquire Prime Turbines, along with selected CT Aerospace inventory from VSE Corporation (VSEC.NASDAQ). This acquisition was completed on 26 February 2020 and the results incorporated under PTB ownership from 1 March 2020. To fund the acquisition, PTB Group raised $34.9 million of new equity from new and existing shareholders. The equity issuance was oversubscribed, reflecting the growth platforms available to the business and the strong strategic rationale underpinning the acquisition. With the acquisition complete, we welcome to the PTB family our newest members from Prime Turbines. Prime Turbines conducts the same type of business as PTB, with a strong focus on the Pratt and Whitney PT6 series of engines. The business is led by Bruce Weaver and John Waldrop, with whom I share professional relationships of over 15 years. This talented management team, in combination with the seamless overlap of operational footprint, has resulted in a smooth and efficient integration. FINANCIAL UPDATE FY2020 marked another year of continued growth for PTB Group with all the business units continuing to perform at or above expectations, culminating in a record financial result. PTB Group posted revenues of $78 million, up 52% on last financial year. At an earnings level, PTB Group posted Net Profit Before Tax (excluding foreign exchange gains and acquisition costs) (“NPBTFX”) of $7.959 million, up 50% on the previous corresponding period. The FY2020 results include $331,500 from payments received under the JobKeeper Payment scheme. Importantly, our balance sheet remains liquid, ending the year with a cash balance of $15.207 million. This positions the business to selectively pursue further growth initiatives as they arise. The management team have delivered under demanding conditions and continue to implement growth strategies which augur well for future financial years. 3 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020MANAGING DIRECTOR’S REPORT For the year ended 30 June 2020 GROUP HIGHLIGHTS Several financial milestones were achieved throughout the year, a few of which are highlighted below: » Record revenues of $78 million, up 52% on the previous year » Record NPBTFX of $7.959 million, up 50% on the previous year » Ending cash balance of $15.207m, up $8.033m over the previous year » Sale and lease back of three test cells acquired as part of the Prime Turbines transaction, increasing available cash by $3.659 million » Extension of the USD component of the CBA loan facilities by $3.162m and for a further 3 years with a reduced fixed rate » A four-month contribution from Prime Turbines (from 1 March) PACIFIC TURBINE BRISBANE Pacific Turbine Brisbane delivered a NPBTFX of $5.596 million (2019: $3.928 million). Increased volumes of engine overhaul work completed by the workshop was the main driver of this result. The part sales team also contributed an improved result, building on the deep customer relationships and proving to be a valued partner in the supply of parts and equipment. PACIFIC TURBINE USA GROUP Pacific Turbine USA Group returned a NPBTFX of $2.145 million (2019: $0.549 million). Prime Turbines has been included in this division since 1 March 2020 and was the main driver of the improved result. The existing PTUSA operations continue to supply a large portion of the parts used by the PT6 workshop in Brisbane, and now also supplies the three workshops acquired as part of the Prime Turbines acquisition. The inventory acquired from CT Aerospace has now been relocated to the Miami facility. PACIFIC TURBINE LEASING Pacific Turbine Leasing delivered a NPBTFX of $0.288 million (2019: $0.641 million). The business continues to generate stable returns from its customers, leasing engines and/or aircraft. The business has a number of additional leasing deals being negotiated at present that are expected to add to future returns. The addition of Prime Turbines and the addition of EASA and FAA certification positions this division well for future growth opportunities. INTERNATIONAL AIR PARTS The IAP business posted a NPBTFX of $1.969 million (2019: $1.855 million). The business continues to invest in stock for the engine parts business and is expected to continue to provide consistent results into the future. OPERATIONAL RESULTS BY BUSINESS Pacific Turbine Brisbane Pacific Turbine USA Group Pacific Turbine Leasing International Air Parts Corporate Overheads 2020 $’000 2019 $’000 2018 $’000 $5,596 $3,928 $4,142 $2,145 $288 $549 $641 ($74) $565 $1,969 $1,855 $1,393 ($2,039) ($1,659) ($1,598) Profit/(Loss) excluding FX & Acquisition Costs $7,959 $5,314 $4,428 Foreign Exchange (FX) Gains/(Losses) Acquisition Costs ($1,097) $263 ($949) – $246 – Profit/(Loss) before Income Tax Expense $5,913 $5,577 $4,674 4 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 MANAGING DIRECTOR’S REPORT For the year ended 30 June 2020 CORPORATE OVERHEADS Costs relating to corporate overheads were $2.039 million (2019: $1.659 million). These costs include all head office and corporate costs, including group management, the board and the central finance function. These costs are expected to continue to increase in line with the increase in the size and complexity of the Group’s operations. BALANCE SHEET ITEMS PTB Group ended the financial year with a robust Balance Sheet. Cash on hand was the highest ever at $15.207 million and net debt was $25.531 million (2019: $13.143 million). Total debt increased from $20.317 million to $40.738 million mainly due to: » » » sale and lease back of the 3 test cells extension of the CBA facility vendor loan for CT Aerospace inventory Net assets increased from $50.966 million to $86.312 million mainly due to the acquisition of Prime Turbines, which was fully funded via new equity issues of $34.9 million. CASH FLOWS The cash balance at the end of the year was $15.207 million (2019: $7.174 million). Cash flows from operating activities were ($8.414) million (2019: $4.193 million). Operating cash flows were reduced due to the acquisition of the $12.177 million of inventory from CT Aerospace. Cash flows from financing activities were $49.203 million. This included the issuance of new equity and the additional loan facilities. These were partly offset by principal repayments of $4.015 million and $1.873 million of dividend payments. FY2020 REVENUE BY DIVISION FY2020 REVENUE BY SERVICE IAP 14% PT Leasing 5% Rental of engines/aircraft 3% Hire Purchase Agreements 1% Services 25% Sale of goods 39% PTB 50% Note: Excludes Other Revenue Note: Excludes Other Revenue Maintenance contract revenue 32% PT USA 31% OUTLOOK I remain confident in the outlook for FY2021 and beyond as we are well positioned to grow our share of global markets. Stephen Smith Managing Director 5 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020ANNUAL REPORT For the year ended 30 June 2020 ABOUT PTB GROUP OVERVIEW OF PTB GROUP PTB Group is an ASX listed aviation company which provides the following services globally: » Maintenance, repair and overhaul (“MRO”) services for turboprop aircraft engines » Aircraft and engine leasing » Aircraft and engine spare parts PTB Group provides these services through its four operating divisions. Pacific Turbine Brisbane specialises in PT6 and TPE331 Turboprop engines. It repairs and sells PT6 and TPE331 engines, maintains related engines under contract, and trades related engine and airframe parts. Pacific Turbine USA Group, including Prime Turbines and Pacific Turbine USA, provides MRO services on turboprop engines including PT6A, PT6T and T53, as well as Bell drivetrain components. It operates from locations in Texas, Arizona, Miami and Pennsylvania. The division also supplies and manages spare parts. Pacific Turbine Leasing owns aircraft and engines and leases these to operators under both operating and finance leases (PT6, TPE331, Rolls Royce). The division trades in aircraft, aircraft engines, airframe parts and engine parts. 6 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020ANNUAL REPORT For the year ended 30 June 2020 PTB Group’s Integrated business model aims to provide multiple touchpoints over the asset lifecycle. PTB Group’s leasing division provides an initial entrée into life of an engine or airframe, thereafter allowing the provision of further ancillary support services such as Maintenance Repair and Overhaul (“MRO”) services and the sale of engines or spare parts. At the end of the engine or airframe’s serviceable life, PTB Group again has an opportunity to remarket the asset or derive value from component sales. PTB’s INTEGRATED BUSINESS MODEL PTB Group offers a range of services over the asset lifecycle from the arranging and provision of financing services in the form of: » Finance or operating leases (either on balance sheet or through one of PTB’s global financing partners) » Power By The Hour programs: engine management programs which provide an agreed rate per flying hour over an asset’s life (engine or airframe) » Spare parts sales » End of lease remarketing and tear down services 7 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020ANNUAL REPORT For the year ended 30 June 2020 An Aviair plane flies over the Kununurra region of Western Australia 8 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020ANNUAL REPORT For the year ended 30 June 2020 ABOUT PTB GROUP ANNUAL REPORT For the year ended 30 June 2020 PTB Group provides its services to predominantly two turboprop engine types, being the Pratt and Whitney PT6 series and the Honeywell TPE331 engines that are used on narrow bodied planes of less than 25 seat capacity. PTB Group also retains capability to service Bell helicopter components and to tear down and sell spare parts for other engine variants. PTB Group provides its services to predominantly two turboprop engine types, being the Pratt and Whitney PT6 series and the Honeywell TPE331 engines that are used on narrow bodied planes of less than 25 seat capacity. PTB Group also retains capability to service Bell helicopter components and to tear down and sell spare parts for other engine variants. PTB Group operates out of its workshop facilities in Australia (Pacific Turbine Brisbane) and the USA (Arizona, Texas and Pennsylvania). Spare parts services are provided out of the Warriewood facility in Australia and the Miami facility in the US. PTB Group operates out of its workshop facilities in Australia (Pacific Turbine Brisbane) and the USA (Arizona, Texas and Pennsylvania). Spare parts services are provided out of the Warriewood facility in Australia and the Miami facility in the US. USA Operating Footprint Australian Operating Footprint Australian Operating Footprint USA Operating Footprint Butler, Pennsylvania Pinkenba Brisbane Warriewood, Sydney Mesa, Arizona Dallas, Texas Miami, Florida MRO Operations Spare Parts Facility PTB Group maintains a diverse customer base throughout the world including Australia, North and South America, Asia and the Pacific Islands. PTB’s diversified business model provides operational resilience. PTB provides MRO, sales and support services to its customers in essential end markets such as fly-in fly-out (“FIFO”) services, aero-medical evacuations, regional transportation between Pacific Island communities, agricultural crop spraying markets, corporate travel, government and tourism markets. PTB Group maintains a diverse customer base throughout the world including Australia, North and South America, Asia and the Pacific Islands. PTB’s diversified business model provides operational resilience. PTB provides MRO, sales and support services to its customers in essential end markets such as fly-in fly-out (“FIFO”) services, aero-medical evacuations, regional transportation between Pacific Island communities, agricultural crop spraying markets, corporate travel, government and tourism markets. 9 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 Sales Revenue Ending Cash Balance ANNUAL REPORT For the year ended 30 June 2020 FINANCIAL HIGHLIGHTS 78,144 43,170 46,551 40,611 51,481 6 1 Y F 7 1 Y F 8 1 Y F 9 1 Y F 0 2 Y F Sales Revenue SALES REVENUE NPBTFX NPBTFX Ending Cash Balance 78,144 43,170 46,551 40,611 51,481 4,193 4,115 4,428 6 1 Y F 7 1 Y F 8 1 Y F 9 1 Y F 0 2 Y F 6 6 1 1 Y Y F F 7 1 Y F 1,982 6 1 Y F 8 1 Y 2,427 F 7 1 Y F NPBTFX CASH BALANCE DIVIDENDS PER SHARE 15,207 7,959 5,314 4,184 9 1 Y F 8 1 Y F 7,174 0 2 Y F 9 1 Y F 0 2 Y F 7,959 15,207 7,174 1,982 6 1 Y F 2,427 7 1 Y F 4,184 8 1 Y F 9 1 Y F 0 2 Y F Sales Revenue Ending Cash Balance 78,144 4,193 4,115 4,428 43,170 46,551 40,611 51,481 6 6 1 1 Y Y F F 7 1 Y F 6 1 Y F 7 1 Y F 8 1 Y F 9 1 Y F 0 2 Y F NPBTFX 7,959 4,193 4,115 4,428 5,314 6 6 1 1 Y Y F F 7 1 Y F 8 1 Y F 9 1 Y F 0 2 Y F 7,959 Dividends Per Share 5,314 15,207 2016 2017 2018 2019 2020 9 1 Y 7,174 F $0.05 $0.05 $0.05 $0.07 $0.05 0 2 $0.27 Y F 3,319 $0.05 5 1 0 2 4,193 4,115 5,314 4,428 $0.07 $0.05 6 1 0 2 $0.05 7 1 0 2 8 1 0 2 $0.05 9 1 0 2 0 2 0 2 CAGR 19% 9 1 Y F 7,959 0 2 Y F 6 1 Y F 7 1 Y F 8 1 Y F 9 1 Y F 0 2 Y F 8 1 Y F 4,184 8 1 Y F 2,427 7 1 Y F 1,982 6 1 Y F 3,319 4,193 4,115 4,428 5,314 5 1 0 2 6 1 0 2 7 1 0 2 Dividend Amount Share Price 8 1 0 2 Cash Rate 9 1 0 PTB Yield 2 PTB Gross Yield $0.05 0.69 0.25% 0 2 0 7.25% 2 10.35% CAGR 19% 7.25% 10.35% 0.25% Cash Rate PTB Yield PTB Gross Yield 7,959 5,314 4,193 4,115 4,428 3,319 5 1 0 2 6 1 0 2 7 1 0 2 8 1 0 2 9 1 0 2 0 2 0 2 CAGR 19% 10 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020ANNUAL REPORT For the year ended 30 June 2020 GLOBAL AND GROWING MARKET PTB Group is a relatively small player in a global and growing market. It is estimated there are in excess of 20,000 PT6 engines in global circulation, with PTB’s market share currently estimated to be less than 2%. The acquisition of Prime Turbines brings with it FAA and EASA accreditation which positions PTB Group well to grow its global market share. The global population of turboprop engines is estimated to be in excess of 25,000 residing in over 180 different countries More than one-third of the world’s commercial airports rely exclusively on planes with turboprop engines Turboprop aircraft connect remote locations and therefore play an essential role in regional economic development. Pacific, Caribbean, Asian and other regional markets depend on turboprop aircraft as a key mode of transportation Global sales of turboprop aircraft continue to display upward momentum over the long term growing at a CAGR of 6.3% over the 2010 to 2018 period 2018 GAMA Annual Report: https://gama.aero/facts-and-statistics/ consensus-standards/publications/ 11 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020ANNUAL REPORT For the year ended 30 June 2020 ACQUISITION OF PRIME TURBINES PTB Group announced its intention to acquire Prime Turbines from VSE Corporation on 31 January 2020 and subsequently completed the transaction on 26 February 2020. Prime Turbines is a US based Maintenance Repair and Overhaul provider supplying services to ostensibly the same engine types as PTB’s existing business. The merger extended the service offering of the Group for selected Pratt and Whitney and Honeywell engine variants. ENGINE MANUFACTURER ENGINE TYPE COMBINED PT6A – Small PT6A – Medium PT6A – Large PT6T TPE331 T53 Pratt and Whitney Honeywell GE Aviation M601 and H Series Bell / Textron Bell Helicopter Components 12 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020ANNUAL REPORT For the year ended 30 June 2020 Prime Turbines offices in Dallas, Texas Prime Turbines Dallas, Texas maintenance repair and overhaul facilities span over 65,000 square feet Prime operates out of three facilities in the USA Dallas, Texas » 65,000 sq. ft. » PT6A independent – GE M601 and H Series Licensed » PT6A test cell (PWC Correlated) Mesa, Arizona » 30,000 sq. ft. » Honeywell T53 Licensed – PT6A & T independent » Light & Medium Bell Helicopter static component repair » Two test cells Butler, Pennsylvania » 2,500 sq. ft. » PT6A independent quick turn shop for Hot Sections/ Power Sections Prime Turbines is an independent Maintenance, Repair and Overhaul (MRO) company specialising in Pratt & Whitney Canada PT6A & PT6T, Honeywell T53, Bell Drivetrain and GE M601 & H series engines. Prime offers more than three decades of expertise on major turboprop and turboshaft engine platforms used on business and general aviation, military and agricultural fixed and rotor wing aircraft. 13 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 ANNUAL REPORT For the year ended 30 June 2020 COVID-19 Impacts and Response The effects of COVID-19 on PTB’s operations were mainly contained to those customers impacted by slowing tourism markets, with other customers generally maintaining, and in some cases increasing, their demand for services. PTB’s main exposure to tourism markets lies within the Maldives, which closed to international visitors and saw very limited hours flown during the fourth quarter of FY2020. However, as of 15 July 2020, the Maldives reopened its borders and recommenced accepting international tourists. While we expect the rate of recovery to full operations in the Maldives to be slow, PTB should experience growing revenues from this region in FY2021. The increased customer and end market diversification delivered by the acquisition of Prime Turbines (management estimates 2% of Prime’s revenues are derived from tourism) also assisted to cushion the impacts of COVID-19 on PTB Group overall. In addition to its increased customer and end market diversification, PTB’s strategy of focusing on the whole of asset lifecycle value chain allowed it to pivot its strategy to focus on other revenue streams including engine and parts sales. Further to this, the reduced demand from contract customers in the Maldives allowed the workshops to focus on higher margin non-contract services. The graphs below demonstrate the shift in revenue streams. FY2019 REVENUE BY TYPE FY2020 REVENUE BY TYPE Rental of engines/aircraft 5% Hire Purchase Agreements 1% Services 10% Rental of engines/aircraft 3% Hire Purchase Agreements 1% Services 25% Sale of goods 43% Sale of goods 39% Maintenance contract revenue 41% Maintenance contract revenue 32% Note: Excludes Other Revenue Note: Excludes Other Revenue Overall, PTB’s focus on the narrow-bodied sub-25 seat capacity aviation market, in conjunction with its integrated business model and diverse customer base, allowed it to deliver a record financial result despite the challenging market conditions. 14 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020DIRECTORS’ REPORT For the year ended 30 June 2020 Your directors present the financial report of PTB Group Limited and its controlled entities (“the Group”) for the year ended 30 June 2020. Directors The following persons were directors in office at any time during or since the end of the year: Name CL Baker SG Smith APS Kemp RQ Cole Position Director (non-executive), Chairman Managing Director Director (non-executive) Director (non-executive) PP Gunasekara Director (non-executive) Principal Activities The principal activities of the Group during the financial year were the provision of the following services in relation to aviation assets: » Specialist Pratt & Whitney PT6A/PT6T and Honeywell TPE331/T53 turbine engine repair and overhaul businesses based in Brisbane, Australia and three locations in the USA; » 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. Operating Results The consolidated net profit after tax was $4.020 million (2019: $3.974 million profit). Financial Position The net assets of the Group are $86.312 million as at 30 June 2020 (2019: $50.966 million). Dividends An interim fully franked dividend of 2.5 cents per share was declared and paid for the 30 June 2020 financial year (2019: nil). A final dividend of 2.5 cents per share has also been declared but not yet paid (2019: 7 cents per share). Franking Credits Franking credits available for subsequent financial years based on a tax rate of 30 per cent are $4.661 million (2019: $5.167 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 years. Future Developments, Prospects and Business Strategies The acquisition of Prime Turbines was identified as a key building block for the long-term growth of PTB Group, providing increased workshop capacity and the ability to access the US and global markets. Over the next few years, the Group will be focusing on selling engine management programs and other services into the expanded markets. This will include aircraft leasing with engine management programs attached. 15 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020DIRECTORS’ REPORT For the year ended 30 June 2020 Other than as detailed in the Chairman and Managing Director’s Reviews, the directors have excluded from this report any further information on the 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 Group operates from Brisbane and Sydney in Australia as well as Texas, Arizona, Florida and Pennsylvania in the USA. It is required to meet the Commonwealth’s Airports (Environment Protection) Regulations 1997 as well as other legislation relevant to the various locations. There have been no non-compliances while the Group has operated from these various locations. Information on Current Directors and Company Secretary Craig Baker - Founder, Chairman Craig is a founding shareholder and director of PTB Group Ltd and was the Managing Director until 2017. Craig is a qualified accountant and has worked as General Manager, Director and Finance Manager in a range of aviation businesses for over 35 years. Craig was also involved in the development of Airwork (NZ) Limited. Craig is the Chairman of the Remuneration Committee and a member of the Audit and Risk Management Committee. He has held no director positions with other listed companies in the last three years. Stephen Smith - Founder, Managing Director Stephen is a founding shareholder and director of PTB Group Ltd and has fulfilled a number of key roles within the Group including Commercial Sales Manager and Director of Sales and Marketing. Through these roles, Stephen’s extensive knowledge of the business provides unique insight into the strategic direction and growth of the company. Stephen has significant experience in the aviation industry as both a helicopter and fixed wing operator. Stephen has held no director positions with other listed companies in the last three years. Andrew Kemp - Independent Non-Executive Director Andrew is a Chartered Accountant and has worked for KPMG, Littlewoods Chartered Accountants, Coutts Group and as Qld Manager of AIFC, the merchant banking affiliate of the ANZ Banking Group. Andrew formed Huntington Group in 1987 and has been involved in a range of listings, acquisitions and divestments. He is a member of the Audit and Risk Management and Remuneration Committees of the Company. Andrew is currently Chairman of SIV Capital Ltd (from November 2019). He had previously been a director of the company (from April 2005). Andrew is also a director of the unlisted Firstmac Limited (home loans) and Investors Central Limited (second tier motor vehicle finance). 16 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020DIRECTORS’ REPORT For the year ended 30 June 2020 Russell Cole - Independent Non-Executive Director Russell has over 25 years of experience in public practice as a Chartered Accountant specialising in the corporate sector with significant experience in audit, risk management and corporate governance. He spent 15 years as an audit & assurance partner of national accounting firms with a particular focus on emerging listed companies. Russell is the Chairman of the Audit and Risk Management Committee and a member of the Remuneration Committee. Russell has held no director positions with other listed companies in the last three years. Prince Gunasekara - Non-Executive Director Prince is an aviation expert with over 20 years of experience, particularly within Japanese aviation. Prince has worked across many areas of the industry, including but not limited to procurement of aircraft parts and aircraft engines for Japanese aircraft operators. Since joining PTB Group in 2013 Prince has been instrumental in introducing key Japanese investors and business partners. Prince has held no director positions with other listed companies in the last three years. Daniel Zgrajewski - Company Secretary Daniel was appointed Chief Financial Officer and Company Secretary effective 27 November 2013. Daniel holds a Bachelor of Business from Queensland University of Technology and is a Certified Practicing Accountant. Daniel has over 25 years of experience in finance and has worked in a number of roles. This includes a range of commercial and financial accounting roles within commercialised business units of Brisbane City Council. 17 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020DIRECTORS’ REPORT For the year ended 30 June 2020 Remuneration Report (Audited) The remuneration report is set out under the following main headings: A B Key management personnel Principles used to determine the nature and amount of remuneration C Details of remuneration D E F Service contracts Share-based payment compensation Additional information The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. A. Key management personnel 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 CL Baker (Chairman, Non-Executive Director) Mr APS Kemp (Non-Executive Director) Mr RQ Cole (Non-Executive Director) Mr PP Gunasekara (Non-Executive Director) Executive officers Mr SG Smith (Managing 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. B. Principles used to determine the nature and amount of remuneration Non-executive Directors Non-executive directors are to be paid out of Group funds as remuneration for their services, such sum as accrues on a daily basis as the Group 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 $200,000 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. The maximum aggregate amount 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 Group 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 Group business, to be paid extra remuneration determined by the Board. Directors are also entitled to their reasonable travel, accommodation and other expenses incurred in attending Group or Board meetings, or meetings of any committee engaged in the Group’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. 18 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020DIRECTORS’ REPORT For the year ended 30 June 2020 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. Compensation in the form of cash bonuses for 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. 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 may include statutory and salary sacrificed superannuation contributions. Short-term performance incentives: 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 (2019: 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 Group, an Employee Share Option Scheme (“the Scheme”) is in place. The incentive provided by the scheme will be of material benefit to the Group in encouraging the commitment and continuity of service of the recipients. By providing executives 19 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020DIRECTORS’ REPORT For the year ended 30 June 2020 and employees with a personal financial interest in the Group, the Group 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 Group. 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 Group). As advised in the following “Section E Share-Based Payment Compensation” no options were issued under the scheme during the year (2019: 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. C. Details of Remuneration The remuneration for each director and other key management personnel of the Group was as follows: Short-term benefits Post- employ- ment Share- based payment Total Other Cash salary and fees $ Non- monetary benefits $ Cash bonus $ Super- annu- ation $ Long- term benefits $ Termin- ation Benefits $ Options $ $ 2020 Year Directors CL Baker (Chairman, Non-Executive Director) SG Smith (Managing Director) APS Kemp (Non-Executive Director) RQ Cole (Non-Executive Director) PP Gunasekara (Non-Executive Director) 21,139 579,990 21,800 30,000 190,000 Total Directors 842,929 – – – – – – Other Key Management Personnel D Zgrajewski (Company Secretary and CFO) 235,952 10,000 Total Other Key Management Personnel 235,952 10,000 – 22,661 – – – – – – – – – – – 22,661 22,781 22,781 – – – – – – – – – – – – – – – – – 43,800 – 579,990 – 21,800 – – – – – 30,000 190,000 865,590 268,733 268,733 20 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 DIRECTORS’ REPORT For the year ended 30 June 2020 Short-term benefits Post- employ- ment Share- based payment Total Other Cash salary and fees $ Non- monetary benefits $ Cash bonus $ Super- annu- ation $ Long- term benefits $ Termin- ation Benefits $ Options $ $ 2019 Year Directors CL Baker (Chairman, Non-Executive Director) SG Smith (Managing Director) APS Kemp (Non-Executive Director) RQ Cole (Non-Executive Director) PP Gunasekara (Non-Executive Director) 21,139 439,980 21,800 30,000 190,000 Total Directors 702,919 – – – – – – – 22,661 – – – – – – – – – 22,661 Other Key Management Personnel D Zgrajewski (Company Secretary and CFO) Total Other Key Management Personnel 210,509 5,000 – 23,648 210,509 5,000 – 23,648 There were no other executives in the current or prior year. – – – – – – – – – – – – – – – – – 43,800 – 439,980 – 21,800 – – – – – 30,000 190,000 725,580 239,157 239,157 21 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 DIRECTORS’ REPORT For the year ended 30 June 2020 D. Service Contracts Major provisions of service agreements with executive directors and other key management personnel as at 30 June 2020 are set out below: S G Smith (Managing Director) » Commencement date of consultancy agreement – 1 May 2017; » Service fee – $750,000 p.a.; and » Notice period – Termination by three months’ notice in writing by either party other than for gross misconduct. P P Gunasekara (Director) » Commencement date of consultancy agreement – 1 August 2017; » Service fee – $190,000 p.a. ($20,000 of this relates to non-executive director fees and the remainder is for other activities); and » Notice period – Termination by three months’ notice in writing by either party other than for gross misconduct. D Zgrajewski (Company Secretary and Chief Financial Officer) » Term of agreement – Three years commencing 22 November 2019; » Base annual salary – $260,000 excluding superannuation; and » Notice period – Termination by six 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 No remuneration options were granted to key management personnel, exercised or lapsed during this or the prior financial year. 22 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020Name 2020 Directors CL Baker SG Smith DIRECTORS’ REPORT For the year ended 30 June 2020 F. Additional Information The number of shares in the Group 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 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 2,531,069 6,568,966 APS Kemp 1,472,698 RQ Cole 77,631 PP Gunasekara 2,719,137 Other key management personnel of the Group D Zgrajewski 77,056 2019 Directors CL Baker SG Smith APS Kemp RQ Cole 2,274,293 5,992,635 1,329,314 69,755 PP Gunasekara 2,443,282 Other key management personnel of the Group D Zgrajewski 69,238 Loans to key management personnel – – – – – – – – – – – – 402,461 – 626,683 – 1,157,080 70,724 256,776 576,331 143,384 7,876 275,855 7,818 – – – – – – – – – – – – 2,933,530 6,568,966 2,099,381 77,631 3,876,217 147,780 2,531,069 6,568,966 1,472,698 77,631 2,719,137 77,056 On 21 June 2017, the Group provided a limited recourse loan of $1.65 million to SG Smith at an interest rate of 5% per annum to pay for the subscription price of 3 million fully paid ordinary shares. These shares were issued to him in accordance with the shareholder approval on 9 June 2017 and the terms of his engagement as the Group’s Managing Director. The maximum term of this loan is 5 years and interest will be capitalised throughout the term of the loan. The interest capitalised during the year was $92,146. A voluntary escrow applies to these shares until money owing under the loan is repaid. Any cash dividends paid in relation to these shares are paid against any remaining loan balance. There were no other loans to directors of PTB Group Limited or other key management personnel of the Group during the previous reporting period. 23 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020DIRECTORS’ REPORT For the year ended 30 June 2020 Other transactions with key management personnel (KMP) and/or their related parties All transactions were under normal commercial terms and conditions, unless otherwise stated. No bad or doubtful debt expenses have been, or are likely to occur, from transactions with related parties. Aggregate amounts receivable/payable arising from the above types of transactions with key management personnel of the Group: – Non-current receivables (Loan to SG Smith) 2020 $ 2019 $ 1,826,351 1,825,401 There were no other transactions between the Group and KMP or their related parties 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 2020 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 2020. No options were issued subsequent to year end. Shares Under Option At the date of this report, PTB Group Limited has no unissued ordinary shares under option. Loans to Directors and Executives On 21 June 2017, the Group provided a limited recourse loan of $1.65 million to SG Smith at an interest rate of 5% per annum to pay for the subscription price of 3 million fully paid ordinary shares. These shares were issued to him in accordance with the shareholder approval on 9 June 2017 and the terms of his engagement as the Group’s Managing Director. The maximum term of this loan is 5 years and interest will be capitalised throughout the term of the loan. The interest capitalised during the year was $92,146. A voluntary escrow applies to these shares until money owing under the loan is repaid. Any cash dividends paid in relation to these shares are paid against any remaining loan balance. There were no other loans to directors of PTB Group Limited or other key management personnel of the Group during the previous reporting period. 24 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 DIRECTORS’ REPORT For the year ended 30 June 2020 Meetings of Directors Attendances by each director during the financial year were as follows: Full Board CL Baker SG Smith APS Kemp RQ Cole PP Gunasekara Remuneration Committee CL Baker APS Kemp RQ Cole Audit and Risk Management Committee RQ Cole CL Baker APS Kemp Number of Meetings Held While a Director Number of Meetings Attended 12 12 12 12 12 2 2 2 4 4 4 12 12 11 12 11 2 2 2 4 4 4 Indemnification and Insurance of Directors, Officers and Auditors During or since the end of the financial year, the Group 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 Group has Directors and Officers insurance in place for all directors and officers of the Group. This insurance insures any person who is or has been an officer of the Group against certain liabilities in respect of their duties as an officer of the Group, 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. Proceedings on Behalf of the Company 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 Group may decide to employ the auditor on assignments additional to statutory audit duties where the auditor’s expertise and experience with the Group 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. 25 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020DIRECTORS’ REPORT For the year ended 30 June 2020 During the year no non-audit service fees were paid or payable for services provided by the auditor of the Group (2019: Nil). The lead auditor’s independence declaration is set out on page 27 and forms part of the Directors’ Report for the year ended 30 June 2020. Hall Chadwick Qld 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 legislative instrument 2016/191, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that legislative instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. This report is made in accordance with a resolution of the directors. CL Baker Chairman Brisbane 28 August 2020 26 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 AUDITOR’S INDEPENDENCE DECLARATION For the year ended 30 June 2020 Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 to the directors of PTB Group Limited As lead auditor for the audit of the financial report of PTB Group Limited for the financial year ended 30 June 2020, I declare to the best of my knowledge and belief, 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. This declaration is in respect of PTB Group Limited and the entities it controlled during the financial period. Clive Massingham Director HALL CHADWICK QLD Dated this 28th day of August 2020 Limited Liability by a scheme approved under the Professional Standards Legislation National Association | Hall Chadwick International Association | Prime Global Associations of Independent Firms 27 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2020 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 in most situations. The of most Recommendations are not mandatory and do not seek to prescribe the corporate governance practices that a listed entity must adopt. investors Under Listing Rule 4.10.3 PTB is required to provide a statement disclosing the extent to which it has followed a Recommendation has not been followed, this fact must be disclosed together with the reasons for the departure. Recommendations. Where the 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 Complies: YES 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 Complies: NO A listed entity should: (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. A listed entity should disclose: Recommendation 1.6 Complies: YES (a) the respective roles and responsibilities of its A listed entity should: board and management; and (b) those matters expressly reserved to the board and those delegated to management. Recommendation 1.2 Complies: YES A listed entity should: (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. (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. Recommendation 1.7 Complies: YES A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken 28 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2020 in the reporting period in accordance with that process. appropriate policies, procedures, and practices for the management and control of the business; and Responsibility of the Board for the Company’s Responsibility 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 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: Group; a) A detailed definition of ‘independence’; b) Monitor the implementation and execution of strategy and performance against financial targets; and b) A framework for the identification of candidates for appointment to the Board and their selection; c) A framework for individual performance review c) Appoint and oversee the performance of executive management and generally to take and fulfil an effective leadership role in relation to the Group. 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 the Group including its strategy, and performance, controls operational accountability systems; (c) Appointment and removal of senior executives and the Company Secretary; (d) Reviewing, ratifying, and monitoring systems of 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. Responsibilities of the Managing Director and Senior Management The Managing Director and other senior executives are responsible for: a) Developing corporate strategy, performance targets, budgets, and business and operational plans for review and ratification by the Board; b) Developing, implementing, and maintaining 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; f ) Ethical standards and values: formalised in a detailed code of ethics and values; 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 29 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2020 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 Group’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. Service Agreements with Senior Management and Company Secretary 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. 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. Senior Management Evaluation Process 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. 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. Diversity Policy Recommendation 2.1 Complies: YES The Board aims to create a corporate culture that embraces diversity by applying transparent merit based principles training and promotion opportunities. recruitment, to It supports employment flexibility and employee career development and recognises the importance of creating an environment that is conducive to the suitably qualified employees, appointment of management and Board candidates who will maximise the achievement of the corporate goals. issued by ASX Best practice recommendations 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 Group 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 Group’s Corporate Governance Charter. This review includes the mix and experience and skills represented, the effectiveness of the performance and Board processes, and 30 The board of a listed entity should: (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 (5) as at the end of each reporting period, the number of the committee met throughout the period and the individual attendances of those meetings; or the members at times (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 2.2 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. PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2020 Recommendation 2.3 Complies: YES A listed entity should disclose: (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. Recommendation 2.5 Complies: NO 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. 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. Nominations Committee Best practice recommendations issued by ASX 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 Group and of the Board the responsibility for this function rests with the Board. 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 Group and its business; c) At least half of the Board should be non-executive directors independent from management; and d) The Chairman of the Board should be one of the independent non-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 Group’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 Group or an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Group; 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 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; f ) 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 Group; 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 Group. 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. The Board composition does not comply with recommendation 2.4 and 2.5 of the ASX Corporate Governance Guidelines as the majority of directors are not independent directors and the Chairman is not an independent director as discussed below. 31 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2020 At 30 June 2020, the Board comprised five members including CL Baker (appointed 09/10/2001), a non- (appointed executive Chairman, APS Kemp 25/08/2006), an independent non-executive director, RQ Cole (appointed 28/02/2017), an independent non-executive director), PP Gunasekara (appointed 01/09/2017), a non-executive director and SG Smith (appointed 23/05/16) who is an executive director (Managing Director). The board comprises only two out of five directors who meet the definition of independent directors. There are however four non-executive directors. The chairman is non-executive but does not meet the definition of independent director. The board is satisfied the mix of skills within the board far outweigh the benefits of simply complying with the guidelines. This position will continue to be monitored over time. The Board has adopted the following measures to ensure that independent judgement is achieved and maintained its decision-making processes: respect of in 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 their for responsibilities in office. to discharge them 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 Group’s expense. Prior approval from the Chairman is required but may not be unreasonably withheld or delayed. » Two members of the Board are independent non- executive directors with significant experience in corporate governance; » The majority of the Board are non-executive directors; Principle 3: Act ethically and responsibly A listed entity should act ethically and responsibly. Recommendation 3.1 Complies: YES » The Chairman is a non-executive director; A listed entity should: » Directors are entitled independent professional advice at the Group’s expense, subject to the approval of the Chairman; to seek » 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. Board Skills Matrix 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. 32 (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it. Best practice commitment The Group 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 Group’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 Group’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 Group’s operations or undertakings in order to fulfil their duties and responsibilities as directors. Any costs incurred are borne by the Group. PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2020 Code of conduct for transactions in securities The Group 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. (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard 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. 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. Principle 4: Safeguard integrity in corporate reporting A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting. Recommendation 4.1 Complies: YES 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: 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. Recommendation 4.3 Complies: YES 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. 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 Group. Its current members are Russell Cole (independent non-executive director - Chairman of ARM Committee), Craig Baker (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: a) Board and committee structure to facilitate a proper review function by the Board; b) Internal control framework including management information systems; c) Corporate risk assessment and compliance with (3) the charter of the committee; internal controls; (4) the relevant qualifications and experience of the members of the committee; and d) Management processes supporting external reporting; (5) in relation to each reporting period, the number of the committee met throughout the period and the individual those attendances of meetings; or the members at times e) Review of financial statements and other financial information distributed externally; f ) Review of the effectiveness of the audit function; 33 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2020 g) Review of the performance and independence of Continuous Disclosure Obligations 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. 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 Group’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and 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 risk management and » The Group’s risk management and internal compliance and control framework is operating efficiently and effectively in all material respects. 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 Group’s auditor attends the AGM of the Company and is available to answer questions in relation to the audit of the financial report. Principle 5: Make timely and balanced disclosure 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 Complies: YES A listed entity should: (a) have a written policy for complying with its the continuous disclosure obligations under Listing Rules; and (b) disclose that policy or a summary of it. Documented procedures in accordance with the Corporate Governance Charter are in place to identify matters that are likely to have a material effect on the price of the Group’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 Group’s activities in light of its continuous disclosure policy. The Group’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 in light of continuous disclosure requirements of the ASX and the broad principles of ensuring the market is fully informed of price sensitive information. 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 A listed entity should provide information about itself and its governance to investors via its website. 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. Recommendation 6.4 Complies: YES receive communications A listed entity should give security holders the option from, and send to communications to, the entity and its security registry electronically. 34 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2020 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 announcements, reporting results and main corporate governance documents are available on the Company’s website. information, news, 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 Group’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: YES 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 the committee met number of throughout the period and the individual attendances of those meetings; or the members at times (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 Complies: YES The board or a committee of the board should: (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 Complies: YES A listed entity should disclose: (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 improving the effectiveness of its risk management and internal control processes. 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 in fulfilling the Board The Board is responsible for oversight of the Group’s risk management and control framework. The ARM its Committee assists 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 the Corporate included policy Governance Charter, designed to ensure that the Group’s risks are identified and that controls are adequate, in place, and functioning effectively. framework in 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, IT environmental management, disaster recovery and business continuity planning. Responsibility for control and risk management is delegated to the appropriate 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. trade practices, 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 team (and/or 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. 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 2020. 35 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2020 Internal Audit The Group currently does not have an internal audit function. Considerable importance 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, Environmental and Social Sustainability Risks The Group is not subject to any material exposure to economic, environmental and social sustainability risks. Principle 8: Remunerate fairly and responsibly A listed entity should pay director remuneration 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. Recommendation 8.1 Complies: NO 8.1(a)(2) not complied with 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 the committee met number of throughout the period and the individual attendances of those meetings; or the members at times (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. Recommendation 8.2 Complies: YES A listed entity should separately disclose its policies and practices regarding the remuneration of non- 36 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. 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 Group’s Corporate Governance Charter. Its current members are Craig Baker (Chairman), Russell Cole and Andrew Kemp. Russell Cole and Andrew Kemp are independent directors and its composition does not fully comply with the recommendations in 8.1 of the ASX Corporate Governance Guidelines as it is not chaired by an independent director. The Board believes this is acceptable given the size of the Group, the nature of its business and the commercial experience of the members. 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 Group’s remuneration policies and procedures; c) Oversight of the performance of senior management and non-executive directors; and d) Recommendations to the Board in relation to the remuneration of senior management and non- executive directors. relating The Group’s polices to non-executive directors’ and executive directors’ and senior executives’ remuneration are set out in the annual report. It is the Group’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 Group does not currently operate an equity-based remuneration scheme. PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2020 Consolidated Statement of Profit or Loss and Other Comprehensive Income Revenue Total Revenue Changes in inventories of finished goods and work in progress Raw materials and consumables used and finished goods purchased for sale 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 Acquisition costs Other expenses Total expenses Profit/(Loss) before income tax expense Income tax (expense)/benefit Profit/(Loss) for the year attributable to the owners of the parent entity Other comprehensive income net of tax: Exchange differences on translation of foreign operations Total comprehensive income/(loss) for the year attributable to the owners of the parent entity Note 2 9 5 3 4 2020 $’000 78,144 78,144 2019 $’000 51,481 51,481 31,670 (1,201) (78,417) (31,031) (11,230) (3,085) (270) (1,080) (1,271) (1,097) – (949) (6,487) (2,106) (151) 131 (957) 263 (1) – (6,502) (4,364) (72,231) (45,904) 5,913 (1,893) 4,020 5,577 (1,603) 3,974 (201) 3,819 2 3,976 Basic earnings per share Diluted earnings per share Cents Cents 4.32 4.32 5.71 5.71 21 21 The consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 37 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2020 Consolidated Statement of Financial Position 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 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 liabilities 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 19(a) 5 6 7 8 5 6 9 10 11 8 12 13 7 15 16 13 14 15 16 17 18 2020 $’000 2019 $’000 15,207 20,234 54,872 – 1,698 92,011 11,321 2,662 28,522 3,644 12,673 – 58,822 150,833 9,529 9,437 7 1,168 1,387 3,039 7,174 13,376 23,202 144 1,242 45,138 11,319 2,687 18,752 1,618 4,334 – 38,710 83,848 4,856 2,455 – 47 804 2,141 24,567 10,303 31,301 6,645 148 1,860 39,954 64,521 86,312 81,038 13,514 (8,240) 86,312 17,862 4,332 146 239 22,579 32,882 50,966 47,638 13,312 (9,984) 50,966 The consolidated statement of financial position should be read in conjunction with the accompanying notes. 38 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2020 Consolidated Statement of Changes in Equity Issued Capital Reserves Note Share Capital Other Equity Securities Total Issued Capital Dividend Approp -riation Reserve Foreign Currency Trans -lation Retained Earnings Total Equity Balance at 1 July 2018 42,938 183 43,121 14,367 (7) (10,166) 47,315 $’000 $’000 $’000 $’000 $’000 $’000 $’000 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 Dividends recognised for the year 17 18 18 4,517 - - Balance at 30 June 2019 47,455 Balance at 1 July 2019 47,455 Total comprehensive income Profit for the year Other comprehensive income Total comprehensive income for the year - - - - - - 183 183 - - - Transactions with owners in their capacity as owners and other transfers Contributions of equity net of transaction cost Transfer to reserves Dividends recognised for the year 17 18 18 33,400 - - - - - - - - 4,517 - - - - - - 3,792 (4,842) - 2 2 - - - 3,974 3,974 - 2 3,974 3,976 - 4,517 (3,792) - - (4,842) 47,638 13,317 (5) (9,984) 50,966 47,638 13,317 (5) (9,984) 50,966 - - - 33,400 - - - - - - 2,276 (1,873) - 4,020 4,020 (201) - (201) (201) 4,020 3,819 - - - - 33,400 (2,276) - - (1,873) Balance at 30 June 2020 80,855 183 81,038 13,720 (206) (8,240) 86,312 The consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 39 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2020 Consolidated Statement of Cash Flows Cash Flow From Operating Activities Cash receipts from customers (inclusive of GST) Cash payments to suppliers and employees (inclusive of GST)* Interest received Finance costs Income tax refunded/(paid) Note 2020 $’000 2019 $’000 70,710 45,434 (78,103) (40,707) 547 (1,271) (297) 567 (957) (144) Net cash provided by/(used in) operating activities* 19(b) (8,414) 4,193 Cash Flow From Investing Activities Payments for property, plant and equipment (1,566) (3,329) Proceeds on disposal of property, plant and equipment – Payments relating to acquisition of subsidiary 20 (31,190) – – Net cash provided by/(used in) investing activities (32,756) (3,329) Cash Flow From Financing Activities Proceeds from borrowings Proceeds from issue of shares Repayment of borrowings Repayment of lease liabilities Payment of dividends 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 19(a) 21,692 33,399 5,614 – (3,602) (2,194) (413) – (1,873) (1,294) 49,203 8,033 7,174 15,207 2,126 2,990 4,184 7,174 The consolidated statement of cash flows should be read in conjunction with the accompanying notes. * Note that these amounts include acquisition of $12,177 million of inventory from CT Aerospace, LLC in February 2020. The acquisition was funded by a loan from the vendor. 40 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 Notes to the Financial Statements 1. Summary of Significant Accounting Policies 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 Company 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 28 August 2020. 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 IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’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). (b) Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of PTB Group Limited (“company” or “parent entity”) as at 30 June 2020 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 currency’). The (‘functional consolidated financial statements are presented in Australian dollars, which is PTB Group Limited’s functional and presentation currency. operates (ii) Transactions and balances Foreign currency transactions are translated into the rates functional currency using prevailing at the dates of the transactions. Foreign the exchange 41 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 » 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. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and foreign liabilities denominated 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. in 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 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. income are recognised in (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: 42 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (e) Revenue recognition The Group recognises revenue when it transfers control over a product or service to a customer. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The following table provides further information about the major business activities of the Group, including the nature and timing of the satisfaction of performance obligations in contracts with customers and the related revenue recognition policies of the Group: Type of product/service Revenue recognition including nature and timing of satisfaction of performance obligations and significant payment terms Sale of goods, including turbine engines, aircraft and related parts. The Group recognises revenue once a customer takes control of the part, engine or aircraft. For parts sales, this is deemed to occur once the items have been dispatched to the customer. While this is also generally the case for engine and aircraft sales, there are occasions where customers are deemed to have taken control of these goods prior to shipment. In these cases, appropriately completed sales documents demonstrate the transfer of control to the customer. Payment terms will vary depending on the relationship with the customer. These can include prepayment and credit terms (usually 30 days). Repair and overhaul of turbine engines and related parts. The services performed can range from minor part repairs to engine overhauls. With repairs and overhauls, the Group is enhancing the state of the engine/part, however the asset remains under the customer’s control. Engine maintenance contracts. Revenue is recognised in line with the Group’s satisfaction of performance obligations. In many cases, this is at the completion of the job, however for larger jobs, revenue is taken up progressively in line with the percentage of completion. Payment terms will vary depending on the relationship with the customer. These can include prepayment and credit terms (usually 30 days). The Group enters into engine maintenance agreements with customers. While the detailed terms of each contract vary, they all include the supply of a combination of parts, engines and workshop services over the term of the agreement. The Group invoices customers monthly across the term of the contracts. The monthly invoices are usually based on engine utilisation for the prior month and are payable on credit terms of up to 30 days. Revenue recognition is based on the timing of the supply of goods and services under these agreements rather the timing of the invoicing. The Group uses the same approaches explained above to determine when to recognise revenue for parts, engines and workshop services supplied under engine maintenance agreements. Lease, hire or rental of aircraft and turbine engines. Revenue from the lease, hire or rental of engines and aircraft is recognised as the services are provided. These may include a combination of fixed monthly charges and variable charges based on engine/aircraft utilisation each month. These are billed and paid on a monthly basis and can include credit terms of up to 30 days. Provision of finance for aircraft and turbine engines and related Interest income. The Group recognises interest revenue in relation to financing arrangements provided on aircraft and engines. This interest revenue is recognised by the Group on a progressive basis over the term of the contract. Monthly instalments including interest and principal repayments are paid by the customer as per the terms of the finance agreement. 43 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (f) Unearned revenue Tax consolidation legislation Unearned revenue includes amounts received in 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 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. taxable 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. 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 in other this case, the tax comprehensive income or directly in equity respectively. is also recognised 44 the implemented PTB Group Limited and its wholly-owned Australian tax controlled entities have 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 its interim funding amounts to assist with obligations to pay tax instalments. The funding amounts are recognised as current intercompany receivables or payables. (h) Leased assets 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). As lessee Rental contracts are typically made for fixed periods, but may have extension options. Lease agreements do not impose any covenants other than the security interests in the leased assets held by the lessor. Leased assets may not be used as security for borrowing purposes. From 1 July 2019, the Group accounts for leases with the recognition of a right-of-use (ROU) asset and a PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 corresponding lease liability at the date of which the lease is available for use by the Group. recognised directly in profit and loss as a bargain purchase. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: » Fixed payments, less any lease incentives available » Amounts expected to be payable under residual value guarantees » Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. Lease payments to be made under reasonably certain the extension options are also measurement of the liability. included in Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case, the Group’s incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. (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 instruments issued or liabilities 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. liabilities assumed Acquisition-related costs are expensed as incurred. liabilities and Identifiable assets acquired and contingent in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On the Group an acquisition-by-acquisition basis, 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 is amounts has been reviewed, the difference 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 the in current statement of financial position. liabilities on (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. 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 recognised in accordance with AASB 9: Financial Instruments. Refer to note 1(n) for further details on the Group’s financial asset impairment policy. The amount of the provision is recognised in the statement of profit or loss and other comprehensive income. 45 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (m) Inventories Raw materials, work in progress, and finished goods 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) Financial instruments Initial recognition and measurement Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Trade receivables that do not contain a significant financing component are initially measured at the transaction price. Classification and subsequent measurement of financial assets Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories: » Amortised cost Fair value through profit and loss (FVTPL) » » The Group currently has no financial assets at FVTPL or FVOCI. Impairment of financial assets In relation to the impairment of financial assets, an expected credit loss model is adopted where expected credit losses and changes in those expected credit losses are accounted for at each reporting date to reflect changes in credit risk since initial recognition of the financial asset. The Group measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses (ECL) if the credit risk on that financial instrument has increased significantly since initial recognition. However, if the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12 months ECL. The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that may affect the expected collectability of the future cash flows of the instrument. A more detailed analysis is performed on the outstanding trade receivables listing as at 30 June to ensure the predicted current exposure is adequately covered by the calculated ECL. Classification and subsequent measurement of financial liabilities The Group’s financial liabilities include borrowings, trade and other payables. Financial liabilities are subsequently measured at amortised cost using the effective interest method except liabilities for derivatives and financial designated at FVTPL, which are carried subsequently at their fair value with gains or losses recognised in profit or loss. Fair value through other comprehensive income (FVOCI) Derecognition The classification is determined by both the entity’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. the Financial assets are derecognised when contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. Financial assets that meet the following conditions are measured subsequently at amortised cost: A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. » » the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. (o) Leasehold improvements The cost of improvements to or on leasehold properties is amortised over the unexpired period of the life of the improvement to the Group, whichever is the shorter. Refer note 1(p). lease or the estimated useful 46 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (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 Life 40 years 5 years Leasehold improvements - leased 6 years Plant and equipment 3 - 15 years Plant and equipment – leased 6–8 years Basis SL SL SL DV DV Rental engines 3,600 - 7,000 hours Actual hours as a proportion of estimated total operating hours Airframes 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. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date. 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 revalued assets are sold, it is Group policy to transfer the amounts included in revaluation reserves in respect of those assets to retained earnings. (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 47 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in ‘other income’ or ‘other expense’. 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 Costs incurred in acquiring software and 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 costs incurred. Borrowings Borrowings are initially recognised at fair value, net of transaction 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 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. interest method. Fees paid on 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 48 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 forecast liabilities and highly probable and transactions (cash flow hedges); or » Hedges of a net investment in a foreign operation (net investment hedges). the At the inception of the hedging transaction the Group documents 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 be highly effective in offsetting changes in fair values or cash flows of hedged items. 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 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 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. 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. Cash flow hedge Derivatives that do not qualify for hedge accounting 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 of in ultimately recognised statement the 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’. (v) Employee benefits Wages and salaries, annual leave and sick leave Liabilities for wages and salaries, including non- 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 corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. 49 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 Superannuation Profit sharing and bonus plans 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 for restructuring pursuant 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 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 payments 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. 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. (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. (y) Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the year but not distributed at balance date. (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. 50 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (aa) Goods and services tax Long Service Leave (LSL) 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; » For receivables and payables which are 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. (ab) Rounding of amounts The company is of a kind referred to in legislative instrument 2016/191 relating to the “rounding off” of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with that legislative instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. (ac) General 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: 22 Orient Avenue Pinkenba QLD 4008 (ad) Critical accounting estimates and judgements The Group evaluates estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates 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: assume a Impairment of goodwill The Group tests six monthly whether goodwill has suffered any impairment 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. 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 Management applies judgement 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 debtor. Allowance for expected credit losses The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience and historical collection rates. Provision for impairment of inventories. for impairment of inventories The provision assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence. Estimation of useful lives of assets The Group determines the estimated useful lives and related depreciation and amortisation charges for its plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non- strategic assets that have been abandoned or sold will be written off or written down as the Group considers this to be a better estimation of likely useful life. Business combinations Business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are into initially estimated by consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and the Group taking 51 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 liabilities, depreciation and amortisation reported. (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 applicable Accounting Standard. the requirements of 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 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. regard to 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 participant’s 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 to of such financial observable market 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. instrument, by reference information where (af) Changes in significant accounting policies AASB 16 Leases: The Group has adopted AASB 16 Leases from 1 July 2019. The standard replaces existing accounting requirements under AASB 117 Leases and eliminates the classification between operating and finance leases, introducing a single lessee accounting model. 52 Previously, leases were classified based on their nature as either finance leases or operating leases. Finance leases were recognised in the Consolidated Statement of Financial Position and operating leases were recognised on a straight-line basis over the term of the lease. Under AASB 16, the Group’s accounting for operating leases as a lessee will now result in the recognition of a right-of-use (ROU) asset and a corresponding lease liability, with the exception of short term leases under 12 months and where the underlying ROU asset is of a low value. The lease liability will represent the present value of future lease payments. There will be a separate recognition of the depreciation charge on the ROU asset and interest expense on the lease liability. The Group adopted AASB 16 using the modified retrospective method of adoption. The reclassifications and adjustments arising from the new leasing standard are therefore recognised in the opening statement of financial position on 1 July 2019. As the Group adopted there was no this approach, restatement of previous financial statements required. When applying this modified approach, the Group has elected to apply practical expedients allowed under the standard, including the use of hindsight in determining the lease term where the contract contains options to extend the lease. The group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the group relied on its assessment made applying AASB 117. On adoption of AASB 16, the Group recognised lease liabilities in relation to leases which had previously been classified as operating leases under AASB 117 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the incremental borrowing rate at date of transition. The change in accounting policy affected the following items in the balance sheet at 1 July 2019: » Right-of-use assets – increase $179,000 » Borrowings – increase $179,000 There was no impact to retained earnings. The Group has recognised a charge of $470,000 in relation to depreciation of right-of-use assets (note 9), and additional finance costs of $80,000 due to interest expense on the lease liability. The Group did not need to make any adjustments to the accounting for assets held as lessor under operating leases as a result of the adoption of AASB 16. PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (ag) New accounting standards and interpretations Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2020 reporting periods and have not been early adopted by the group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. 2. Revenue The Group generates revenue primarily from the sale of goods (turbine engines, aircraft and related parts), provision of services (repair services and maintenance), rental of engines/aircraft and interest income from financing arrangements on the same. Other sources of revenue include other interest income and freight collected. Revenue from contracts with customers Sale of goods Services Maintenance contract revenue Rental of engines/aircraft Interest on extended credit receivables (hire purchase agreements) Other revenue Total revenue 2020 $’000 2019 $’000 30,130 24,622 19,825 2,604 528 77,709 435 22,149 4,974 20,887 2,855 509 51,374 107 78,144 51,481 53 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (a) Disaggregation of revenue from contracts with customers In the following table, revenue from contracts with customers is disaggregated by primary geographical market, major business activities and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Group’s reportable segments (see Note 27). Note that the PT USA segment includes revenues for the Prime Turbines, LLC business that was acquired in February 2020. PTB PT USA PT Leasing IAP Total 2020 $’000 2019 $’000 2020 $’000 2019 $’000 2020 $’000 2019 $’000 2020 $’000 2019 $’000 2020 $’000 2019 $’000 Geographical markets AUS, PNG, NZ 8,439 5,305 Pacific America Asia Africa Europe Total Major business activities 8 - 453 3,033 2,073 1,529 1,338 13,009 9,169 5,656 7,120 - 2,820 828 23,222 3,654 48 - 290 41 30 5,745 7,440 (8) 4,983 2,925 31,025 7,399 18,550 18,721 13 115 2,940 2,211 87 745 333 652 581 693 4,438 2,998 23,656 23,064 4 49 36 - 40 - 4 39 798 198 203 1,844 3,476 4,104 38,418 34,300 24,395 4,812 3,698 3,088 11,198 9,174 77,709 51,374 Sale of goods 9,785 8,167 8,101 4,808 1,046 Services 8,534 4,970 16,088 Maintenance contract revenue Rental of engines/ aircraft Interest on hire purchase agreements 19,825 20,887 - - - 206 274 276 - 4 - - - - - - - - 2,398 2,855 254 233 11,198 9,174 30,130 22,149 - - - - - 24,622 4,974 - - - 19,825 20,887 2,604 2,855 528 509 Total 38,418 34,300 24,395 4,812 3,698 3,088 11,198 9,174 77,709 51,374 Timing of recognition Point in time 38,144 34,024 24,395 4,812 3,444 2,855 11,198 9,174 77,181 50,865 Over-time Total 274 276 - - 254 233 - - 528 509 38,418 34,300 24,395 4,812 3,698 3,088 11,198 9,174 77,709 51,374 Other revenue 315 46 3 16 19 27 98 18 435 107 External revenue as reported in Note 27 38,733 34,346 24,398 4,828 3,717 3,115 11,296 9,192 78,144 51,481 54 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 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 – Right-of-use assets – Leased engines/aircraft Short-term/low value leases – Premises – Equipment and software Impairment losses/(write back) – Trade debtors Superannuation expense 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% (2019: 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: - Acquisition costs - Non-deductible expenses - Foreign income tax rate - Adjustments for deferred tax assets of prior periods 2020 $’000 2019 $’000 129 1,016 1,445 10 470 15 – 53 1,080 641 124 169 1,755 8 – 50 180 33 (131) 503 2020 $’000 2019 $’000 1,609 264 20 1,893 5,913 1,774 286 7 (193) 19 47 1,576 (20) 1,603 5,577 1,673 – 3 (53) (20) Income tax expense/(benefit) 1,893 1,603 55 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 5. Trade and Other Receivables Current Trade receivables Provision for impairment Maintenance contract receivables Contract receivables Extended credit receivables Non-Current Trade receivables Maintenance contract receivables Contract receivables Extended credit receivables Loan to related party 2020 $’000 2019 $’000 17,773 (2,357) 15,416 2,099 704 2,015 10,312 (158) 10,154 1,646 641 935 20,234 13,376 260 5,349 2,722 1,164 1,826 11,321 275 4,232 2,976 2,011 1,825 11,319 Impaired trade receivables In relation to the impairment of trade receivables, as at 30 June 2020, the Group had recognised an expected loss allowance of $2,357,000 (2019: $158,000). This includes $1,186,000 that was included in the balance sheet for Prime Turbines at acquisition date. Movements in the provision for impairment of receivables are as follows: At 1 July Provision for impairment written back/(recognised) during the year Acquisition of subsidiary balance Exchange movements Receivables written off during the year as uncollectable 2020 $’000 (158) (1,080) (1,186) 46 21 2019 $’000 (299) 131 – – 10 At 30 June (2,357) (158) Further information on the Group’s policy concerning the impairment of financial assets are set out in Note 1(n). Maintenance contract receivables 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. 56 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 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. 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 2020 $’000 2019 $’000 2,213 1,247 - 1,174 2,249 - Minimum hire purchase payments receivable 3,460 3,423 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 Risk exposure (198) (83) - (281) 3,179 2,015 1,164 3,179 (239) (238) - (477) 2,946 935 2,011 2,946 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 Non-current Finished goods – at cost 2020 $’000 2019 $’000 6,521 48,351 54,872 2,662 2,662 4,097 19,105 23,202 2,687 2,687 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. 57 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 7. Tax balances – Current Current tax assets Current tax liabilities 8. Other Assets Current Prepayments Deposits 2020 $’000 – 1,168 2019 $’000 144 47 2020 $’000 2019 $’000 1,444 254 1,698 1,024 218 1,242 – 9. Property, Plant and Equipment Leases Lessor 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 16 “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. 2020 $’000 826 888 1,714 2019 $’000 1,375 1,527 2,902 58 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 Lessee arrangements The balance sheet shows the following amounts relating to leases: Right-of-use assets Buildings Lease liabilities Current Non-current 2020 $’000 2019* $’000 3,764 3,764 1,049 2,772 3,821 – – – – – – – *In the previous year, the Group only recognised lease assets and lease liability in relation to leases that were classified as ‘finance leases’ under AASB 117 Leases. The assets were presented in property, plant and equipment and the liabilities as part of the Group’s borrowings. For adjustments recognised on adoption of AASB 16 on 1 July 2019, please refer to Note 1(af). Additions to the right-of-use assets during the 2020 financial year were $590,000. The statement of profit or loss shows the following amounts relating to leases: Depreciation charge of right-of-use assets Buildings Interest expenses included in finance costs Expense relating to short-term leases 2020 $’000 2019* $’000 470 470 80 46 – – – – – 59 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 9. Property, Plant and Equipment (continued) Land & Buildings Leasehold Improvements Plant & Equipment Rental Engines/ Aircraft Assets Under Con- struction Total Owned $’000 Under Lease $’000 Owned $’000 Under Lease $’000 Owned $’000 Under Lease $’000 Owned $’000 Under Lease $’000 Owned $’000 $’000 Year ended 30 June 2019 Opening net book value Additions 6,643 112 Transfers1 Disposals Impairment Depreciation/ amortisation FX translation Closing net book value At 30 June 2019 Cost Accumulated depreciation - - - (124) - 6,631 7,893 (1,262) Net book value 6,631 Year ended 30 June 2020 - - - - - - - - - - - Opening net book value Adjustment for change in accounting policy Adjusted opening net book value Additions Acquisition of subsidiary Transfers1 Disposals Impairment Depreciation/ amortisation FX translation Closing net book value At 30 June 2020 6,631 - - 179 6,631 179 590 3,447 396 - - - - - (129) (470) - 18 6,502 3,764 371 9 - - (1) - (8) - - - - - - - - - - - - (10) (15) - - - - - - - - - - - - - - - - - - - - - - 736 1,639 1,994 - - (169) 5 4,205 5,730 (1,525) 4,205 4,205 - 4,205 431 7,409 - - - (1,016) (273) 10,756 Cost 7,893 4,191 381 - 13,260 Accumulated depreciation (1,391) (427) Net book value 6,502 3,764 (10) 371 - (2,504) - 10,756 1 Represents transfer of engine cores and aircraft frames (to)/from inventory. 60 - - - - - - - - - - - - - - - - - - - - - - - - - 9,774 174 2,049 19,385 1,578 (1,805) - - - - - (1,755) (50) - - 7,792 124 15,941 263 (8,149) (139) 7,792 124 7,792 124 - - 7,792 124 1,135 - (462) - - - - - - (1,445) (15) - - 7,020 109 16,431 263 (9,411) (154) 7,020 109 - 3,329 (2,049) (1,860) - - - - - - - - - - - - - - - - - - - - - - (1) - (2,106) 5 18,752 29,827 (11,075) 18,752 18,752 179 18,931 2,156 11,252 (462) - - (3,085) (270) 28,522 42,419 (13,897) 28,522 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 10. Deferred Tax Assets The balance comprises temporary differences attributable to: 2020 $’000 2019 $’000 398 110 297 598 366 1,875 3,644 530 47 285 47 – 709 1,618 Accruals $’000 Employee benefits $’000 Doubtful debts $’000 Acquisition costs $’000 Other Total $’000 $’000 43 4 47 63 250 35 77 (30) 285 47 – – – 1,095 (386) 2,472 (854) 709 1,618 12 551 366 1,166 2,026 Tax losses Accruals Employee benefits Doubtful debts Acquisition costs Other Total deferred tax assets Movements At 1 July 2018 (Charged)/credited to statement of profit or loss and other comprehensive income Tax losses $’000 1,007 (477) At 30 June 2019 530 (132) (Charged)/credited to statement of profit or loss and other comprehensive income At 30 June 2020 398 110 297 598 366 1,875 3,644 A deferred tax asset of $3.644 million (2019: $1.618 million) has been recognised at 30 June 2020. This includes $0.398 million attributable to prior years’ income tax losses carried forward (2019: $0.530 million) as based on management forecast of expected future taxable profits and the reversal of the temporary differences, it was considered probable that these deferred tax assets would be recovered in the future. 61 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 11. Intangible Assets Goodwill – IAP Goodwill – Prime Turbines Total Goodwill Impairment tests for goodwill 2020 $’000 4,334 8,339 12,673 2019 $’000 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, and to Prime Turbines following the acquisition (see note 20) as a single cash-generating unit included in the PT USA 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 IAP: The calculations utilise a pre-tax risk adjusted discount rate of 12.7% (2019: 13.4%) based on the Group’s weighted average cost of capital of 8.9% (2019: 9.4%). A perpetual growth rate beyond the forecast period of 3% (2019: 3%) has been used. Management determined budgeted cash flows based on past performance and directors’ best estimates over a five-year period. Prime Turbines: The calculations utilise a pre-tax risk adjusted discount rate of 12.7% (2019: n/a) based on the Group’s weighted average cost of capital of 8.9% (2019: 9.4%). A perpetual growth rate beyond the forecast period of 3% (2019: n/a) has been used. Management determined budgeted cash flows based on past performance and directors’ best estimates over a five-year period. Impact of possible changes in key assumptions The directors consider that there are no reasonably possible changes in key assumptions, which management has based its determination of recoverable amounts, which would cause the carrying amount of the CGU’s to exceed their recoverable amounts. 12. Trade and Other Payables Trade payables and accruals 2020 $’000 9,529 2019 $’000 4,856 62 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 13. Borrowings Current Secured Bank overdraft Bank loans Test cell loans Inventory loan Lease liabilities Non-Current Secured Bank loans Test cell loans Inventory loan Lease liabilities 2020 $’000 2019 $’000 – 3,461 774 2,040 3,162 9,437 13,431 5,381 7,819 4,670 31,301 – 1,704 276 – 475 2,455 11,134 2,806 – 3,922 17,862 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 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 Pacific Turbine Leasing Pty Ltd, Pacific Turbine USA Pty Ltd and IAP Group Australia Pty Ltd of $84.364 million (2019: $50.472 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. 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. Effective Interest Rates Information concerning the effective interest rates is set out in note 26. 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. 63 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 14. Deferred Tax Liabilities The balance comprises temporary differences attributable to: Property, plant and equipment Other Total deferred tax liabilities Movements At 1 July 2018 Charged/(credited) to statement of profit & loss and other comprehensive income At 30 June 2019 Charged/(credited) to statement of profit & loss and other comprehensive income At 30 June 2020 15. Provisions Current Employee benefits Service warranties Non-Current Employee benefits Remediation provisions Movements in Provisions Balance 1 July 2018 Provisions made during the year Provisions used during the year Balance at 30 June 2019 Acquisition of subsidiary Provisions made during the year Provisions used during the year Balance at 30 June 2020 64 2020 $’000 2019 $’000 3,453 3,192 6,645 1,282 3,050 4,332 Other Total $’000 2,112 938 3,050 142 $’000 3,630 702 4,332 2,313 Property, plant and equipment $’000 1,518 (236) 1,282 2,171 3,453 3,192 6,645 2020 $’000 2019 $’000 1,224 163 1,387 148 – 148 Employee Benefits Service warranties $’000 $’000 Remed -iation Provisions $’000 833 488 (371) 950 318 625 (521) 1,372 – – – – 151 56 (44) 163 340 – (340) – – – – – 804 – 804 146 – 146 Total $’000 1,173 488 (711) 950 469 681 (565) 1,535 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (a) Remediation Provisions Provision was made for the estimated expenditure required to restore the leasehold premises to an acceptable standard at the end of the lease term. This lease was terminated during the 2019 year and a payment was made as full and final settlement of the Group’s obligations under the lease. (b) Warranty Provisions General provision was made for potential future claims against work carried out to 30 June 2020. (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 2020: $349,000 (2019: $314,000) 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. 16. Other Liabilities Current Deferred revenue Deposits in advance Non-Current Deferred revenue Deferred revenue Deferred revenue relates to maintenance contract revenue received in advance. 17. Contributed Equity 2020 $’000 2019 $’000 1,539 1,500 3,039 1,111 1,030 2,141 1,860 239 2020 $’000 2019 $’000 Share capital 125,475,728 ordinary shares fully paid (2019: 74,904,990 ordinary shares fully paid) 80,855 47,455 Other equity securities Value of conversion rights (net of tax) 183 183 81,038 47,638 65 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 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 Closing balance 30 June 2018 Shares issued 2019 - under dividend reinvestment plan refer note 28 - share placement Closing balance 30 June 2019 Shares issued 2020 - under dividend reinvestment plan refer note 28 - rights issue - share placements Closing balance 30 June 2020 No. of Shares $’000 67,311,853 42,938 5,741,285 1,851,852 3,547 970 74,904,990 47,455 – 31,875,086 18,695,652 – 21,058 12,342 125,475,728 80,855 The purpose of the rights issue and share placements were to fund the acquisition of Prime Turbines, LLC (see note 20), plus associated costs and additional working capital. Note that the Group received net funds of $977,500 on 29 June 2018, which was in advance of the placement of 1,851,852 shares on 2 July 2018. These proceeds were recorded in the 2018 accounts under payables. 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. 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. 66 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 18. Reserves Foreign currency translation reserve Dividend appropriation reserve Movements in Foreign Currency Translation Reserve: Reserve balance 1 July Translation of controlled entity Reserve balance 30 June Movements in Dividend Appropriation Reserve: Reserve balance 1 July Transfer from retained earnings Dividend payment Reserve balance 30 June 2020 $’000 (206) 13,720 13,514 (5) (201) (206) 2019 $’000 (5) 13,317 13,312 (7) 2 (5) 13,317 2,276 14,367 3,792 (1,873) (4,842) 13,720 13,317 The dividend appropriation reserve is used to record the retained earnings which can be used for future dividend payments. A fully franked interim dividend of 2.5 cents per share (2019: nil) was paid from the dividend appropriation reserve. A final dividend of 2.5 cents per share has also been declared (2019: 7 cents per share) and will be paid from the reserve. 19. 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) 2020 $’000 15,207 – 15,207 2019 $’000 7,174 – 7,174 67 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (b) Reconciliation of Net Cash Flow from Operating Activities to Profit/(Loss) for the Year Profit/(loss) for the year Depreciation and amortisation (Gain)/loss on disposal of property, plant and equipment Movement in impairment of trade receivables Unrealised foreign currency movements Acquisition costs included in expenses 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 2020 $’000 4,020 3,085 – 1,013 865 949 2019 $’000 3,974 2,106 1 (141) (87) – (8,773) (6,664) (13,892) (2,026) (312) 2,638 585 1,121 2,313 2,913 854 (802) 1,513 (223) 47 702 Net cash flow from operating activities (8,414) 4,193 *net of transfers to/from property, plant and equipment. Note that this includes the acquisition of $12.177 million of inventory from CT Aerospace, LLC in February 2020. The acquisition was funded by a loan from the vendor. 68 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 20. Business combinations On 26 February 2020, the Group acquired 100% of the issued share capital of Prime Turbines LLC, an established US based independent aircraft engine maintenance, repair and overhaul company, from VSE Corporation following the raising of $34.9m via a Placement and an Entitlement Offer (refer note 17). The acquisition has further strengthened the Group’s position in the aviation services market. Details of the purchase consideration, the fair value of net assets acquired and goodwill are as follows: Purchase consideration Cash paid Net assets acquired Cash Trade receivables Prepayments Inventories Property, Plant and Equipment Right-of-use assets Trade and other payables Employee benefits Lease liabilities Net identifiable assets acquired: Add: goodwill Net assets acquired $’000 30,241 – 1,461 494 17,022 7,805 3,447 (4,562) (318) (3,447) 21,902 8,339 30,241 The goodwill is attributable to the expected synergies from the combined operations and the existing profitability of Prime Turbines. It will not be deductible for tax purposes. The fair value of acquired trade receivables is $1.461 million. The gross contractual amount for trade receivables is $2.647 million, with a loss allowance of $1.186 million recognised. Prime Turbines, LLC contributed revenues of $16.825 million and net profit of $1.215 million to the Group for the period 1 March 2020 to 30 June 2020. Had the acquisition occurred at 1 July 2019, Prime Turbines would have contributed revenues of $48.086 million to the Group. Acquisition costs of $0.949 million that were not attributable to the issue of shares are included within expenses in the statement of profit and loss and as part of the payments relating to acquisition of subsidiary in the statement of cash flows. 69 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 21. Earnings Per Share Basic earnings per share Diluted earnings per share Earnings used to calculate basic and diluted earnings per share – Profit/(loss) after tax for the year Weighted average number of ordinary shares used in calculating basic earnings per share Effect of dilutive securities Weighted average number of ordinary shares and potential ordinary shares used in calculating diluted earnings per share 2020 cents 4.32 4.32 2019 cents 5.71 5.71 $’000 $’000 4,020 3,974 Number Number 92,978,642 69,646,247 – – 92,978,642 69,646,247 22. Key Management Personnel Disclosures Directors The following persons were directors of PTB Group Limited during the financial year: Chairman – non-executive CL Baker Executive directors SG Smith, Managing Director Non-executive directors APS Kemp RQ Cole PP Gunasekara 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 D Zgrajewski Position Company Secretary and CFO Employer PTB Group Limited 70 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 Key management personnel compensation Short-term employee benefits Post-employment benefits Other long-term benefits Short-term employee benefits 2020 $ 2019 $ 1,088,881 918,428 45,442 46,309 – – 1,134,323 964,737 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. 71 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 24. Remuneration of Auditors During the year the following fees were paid or payable for services provided by the auditor of the parent entity: Audit Services – Hall Chadwick Qld Audit or review of the financial reports Total remuneration for audit services 2020 $ 2019 $ 195,000 145,000 195,000 145,000 There was no other remuneration paid to related practices of the auditor, or other non-related audit firms. 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 2020 $’000 2019 $’000 3,483 4,913 - 8,396 (321) (243) - 667 4,147 – 4,814 (192) (225) – 7,832 4,397 3,162 4,670 7,832 475 3,922 4,397 Finance leases comprise aircraft and aircraft engines leased under commercial terms and conditions, as well as property leases 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. (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 72 2020 $’000 2019 $’000 41 30 - 71 110 26 - 136 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 Operating leases mainly comprise leases of equipment. 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. Leases for premises previously disclosed as operating leases are now disclosed in accordance with note 1 (h). (c) Capital commitments The Group’s commitments for capital expenditure as at 30 June 2020 were nil (2019: Nil). 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. 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. The Group holds a fair value foreign exchange hedge for JPY193.7 million maturing October 2021. 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 Inventories Other assets Property, plant and equipment Trade and other payables Borrowings Financial derivatives Other liabilities 30 JUN 2020 30 JUN 2019 USD $’000 8,892 11,756 20,909 1,037 7,492 (5,906) JPY ¥’000 – – – – – – (20,128) (242,163) (4) (3,106) – – USD $’000 3,926 9,660 3,949 601 55 (3,015) (8,774) – (1,240) JPY ¥’000 – – – – – – – – – 73 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 Group sensitivity Based on the financial instruments held at 30 June 2020, 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 $2,380,000 higher/$1,947,000 lower (2019: $574,000 higher/$470,000 lower), 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 $2,380,000 higher/$1,947,000 lower (2019: $574,000 higher/$470,000 lower) 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. (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 Australian dollar denominated bank loans) is also not hedged. 74 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 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: 2020 Effective Weighted Average Interest Rate % Fixed Interest Maturing 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 Total Non- interest Bearing $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Financial Assets Cash and cash equivalents Trade and other receivables Loan to related party Contract receivables Extended credit receivables 0.00% 15,203 – – – 8.00% – 84 99 26 5.00% – – 1,826 – – – – 5.00% – 704 1,052 1,105 565 9.77% – 2,015 822 342 – Total financial assets 15,203 2,803 3,799 1,473 565 Financial liabilities Trade and other payables – Bank overdraft – – – – – – – – – Bank loans 3.24% 7,649 1,394 1,659 4,135 – – – – Finance Lease liabilities Operating lease liabilities Test cell loans Vendor financed inventory loan Paycheck Protection Program loans (USA) 4.73% 5.00% 4.36% 4.00% – Insurance loan 8.20% – – – – – – 2,113 1,227 671 1,049 1,138 774 3,105 1,191 308 443 318 328 1,322 2,040 2,124 2,210 2,300 1,185 1,949 106 – – – – – – – – – – – – – – – – – – – – – – – 4 15,207 – 22,915 23,124 – – – – – – – – – – 1,826 – 3,426 – 3,179 22,919 46,762 9,529 9,529 – – – – - - 14,837 4,011 3,821 6,155 – 9,859 – – 1,949 106 Total financial liabilities 7,649 9,425 9,253 8,515 3,061 1,513 1,322 9,529 50,267 75 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 26. Financial Risk Management and Other Financial Instrument Disclosures (continued) 2019 Effective Weighted Average Interest Rate % Fixed Interest Maturing 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 Total Non- interest Bearing $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 0.00% 7,171 – – – – – – 3 7,174 Financial Assets Cash and cash equivalents Trade and other receivables Loan to related party Contract receivables 8.00% 5.00% 5.00% Extended credit receivables 10.28% – – – – 95 93 101 – – 1,825 – – – – 642 824 866 910 375 935 938 738 335 – – – – – – 16,018 16,307 – – – 1,825 3,617 2,946 16,021 31,869 Total financial assets 7,171 1,672 1,855 3,530 1,245 375 Financial liabilities Trade and other payables – Bank overdraft – – – – – – – Bank loans 4.94% 7,649 1,570 3,496 – – – – – – Lease liabilities 4.73% Test cell loan Insurance loan 3.00% 8.20% – – – 475 276 123 2,063 1,201 284 293 – – 658 302 – Total financial liabilities 7,649 2,444 5,843 1,494 960 – – – – 311 – 311 – 4,856 4,856 – – – 1,616 – – – – 12,715 – – – 4,397 3,082 123 1,616 4,856 25,173 There are no other interest-bearing financial assets and liabilities. Group sensitivity As the majority of the interest rates are fixed, at 30 June 2020 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 (2019: 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. 76 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (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 industries; » There are a number of individually significant receivables. For example, at 30 June 2020 the largest 10 debtors made up approximately 65% (2019: 73%) of total receivables. The largest debtor is a long-term customer in the Maldives and includes trade receivables and maintenance contract receivables. This customer accounts for 33% (2019: 32%) of total receivables. » 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, Chase Bank and Citizen’s Bank. 77 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (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. Consolidated 2020 $’000 2019 $’000 731 - 716 – 15,088 12,969 4,011 3,821 9,859 1,949 6,155 41,614 – – – 4,397 – – 3,082 21,164 – – 14,943 12,838 4,011 3,821 9,859 1,949 6,155 40,738 731 145 876 – 4,397 – – 3,082 20,317 716 131 847 Finance Facilities Available facilities Bank overdraft Bank loans – chattel mortgage – other Finance lease liabilities Operating lease liabilities Vendor financed inventory loan Paycheck Protection Program loans (USA) Test cell loans Amounts utilised Bank overdraft Bank loans – chattel mortgage – other Finance lease liabilities Operating lease liabilities Vendor financed inventory loan Paycheck Protection Program loans (USA) Test cell loans Unused facilities Bank overdraft Bank loans – other 78 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 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 $’000 1 to 2 years $’000 2 to 3 years $’000 3 to 4 years $’000 4 to 5 years $’000 Over 5 years $’000 Total $’000 Group 2020 Non-derivatives Non-interest bearing Variable rate 9,529 11 – – Fixed rate 9,426 9,252 – 7,638 8,516 – – – – – – 9,529 7,649 3,061 1,513 1,321 33,089 18,966 9,252 16,154 3,061 1,513 1,321 50,267 Total financial liabilities Group 2019 Non-derivatives Non-interest bearing Variable rate 4,856 12 – – – – – 7,637 960 Fixed rate 2,444 5,843 1,494 Total financial liabilities Bank overdraft 7,312 5,843 1,494 8,597 – – 311 311 – – 4,856 7,649 1,616 12,668 1,616 25,173 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 loans are repayable by monthly instalments of principal and interest over a period of 2 to 4 years from each draw down 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. 79 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 27. Segment Information The Group has four reportable segments: » PTB: Covering the operations of the holding company PTB Group Limited specialising in PT6 and TPE331 turboprop engines. The business repairs and sells PT6 and TPE331 engines, maintains related engines under contract, and trades in related engine and airframe parts. » PT USA: This covers the operations of Prime Turbines LLC, Pacific Turbine USA, LLC and Pacific Turbine USA Pty Ltd specialising in PT6 and T53 turboprop engines. The businesses repair and sell PT6 and T53 engines, maintain related engines under contract and trade in related engine parts. » PT Leasing: Covers the operations of Pacific Turbine Leasing Pty Ltd. This business is an aircraft and engine owner and leases aircraft and engines to operators under both operating and finance leases. » IAP: Covering the operations of IAP Group Australia Pty Ltd trading in aircraft, aircraft engines, airframes and related parts. Geographical Segments (Secondary Reporting) The Group’s management and operations are based in Brisbane and Sydney, Australia. The company also operates facilities in the USA in Florida, Arizona, Texas and Pennsylvania. 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. 80 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020AUS, PNG & NZ $’000 Pacific $’000 America North & South $’000 Asia Africa Europe Unallo -cated Total $’000 $’000 $’000 $’000 $’000 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 Revenue from External customers 8 2020 i) Revenue PTB Total Segment Revenue Inter-segment Revenue Revenue from External customers PT USA Total Segment Revenue Inter-segment Revenue PT Leasing 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 13,117 5,673 3,653 18,555 13 2,940 (4,395) – (823) – – – 8,722 5,673 2,830 18,555 13 2,940 18,689 (18,681) 3,601 (552) 3,049 – – – 48 – 48 25,031 (1,806) 23,225 – – – 87 – 87 581 – 581 1,670 41 5,007 4,445 (72) – (4) – 1,598 41 5,003 4,445 – – – – 745 333 – – 745 333 39 – 39 5 – 5 – – – – 204 – 204 – 13,377 5,762 31,058 23,668 802 3,477 – – – – – – – – – – – – – – 43,951 (5,218) 38,733 44,885 (20,487) 24,398 4,269 (552) 3,717 11,372 (76) 11,296 – 78,144 81 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 27. Segment Information (continued) 2020 AUS, PNG & NZ $’000 Pacific $’000 America North & South $’000 Asia Africa Europe Unallo -cated Total $’000 $’000 $’000 $’000 $’000 ii) Adjusted EBITDA PTB PT USA PT Leasing IAP Unallocated 541 1 1,768 306 – 486 243 1,590 – 22 9 – 3,369 – 1,058 – 12 270 940 – 1 144 18 1 – 252 59 – 43 – Adjusted EBITDA 2,616 517 4,670 2,812 164 354 iii) Segment Disclosure Items Depreciation & Amortisation PTB PT USA PT Leasing IAP Total Unrealised (Gain)/ Loss on Foreign Currency PTB PT USA PT Leasing IAP Total 439 – 1,035 64 1,538 – – – – – – – 16 – 16 134 – (6) 1 129 – 1,122 – – 1,122 68 40 – 100 208 – – 409 – 409 438 – (66) 88 460 – – – – – – – (5) – (5) – – – – – 69 – – 4 73 – – – – – – – – – – – – – – – – 3,113 3,585 2,078 2,357 - 11,133 439 1,122 1,460 64 3,085 709 40 (77) 193 865 82 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 2020 AUS, PNG & NZ $’000 Pacific $’000 America North & South $’000 Asia Africa Europe Unallo -cated Total $’000 $’000 $’000 $’000 $’000 Capital Expenditure PTB PT USA PT Leasing IAP Total Total Segment Assets PTB PT USA PT Leasing IAP Unallocated Total 190 – 1,135 2 1,327 – – – – – – 829 – – 829 – – – – – 41,518 3,433 973 11,432 – – 59,362 9,832 15,454 – 329 12 – – 571 – – 1,795 1,737 – – – – – – 16 4 236 1 – – – – – – 316 154 – 14 – 66,804 3,774 60,906 14,964 257 484 Total assets includes: Non-current Assets (other than financial assets and deferred tax) PTB PT USA PT Leasing IAP Total 9,786 234 – 6,762 – – 19,287 321 – – – – 977 – 555 19,287 7,739 7,027 10,556 27,369 Total Segment Liabilities PTB PT USA PT Leasing IAP Total 1,942 269 1 2,008 887 441 – – 1,654 6,251 – 765 783 13 589 5 3,271 2,277 8,670 1,390 – – 228 – 228 22 2 9 – 33 – – – – – 25 1 – 296 322 – – – – – 190 829 1,135 2 2,156 36,435 94,123 (34,777) 24,743 960 13,152 (2,618) 15,171 – – - 147,189 36,435 53,217 (34,777) (15,490) 960 9,513 (2,618) 7,938 – – – – – – 55,178 4,695 8,276 1,485 1,507 15,963 83 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 27. Segment Information (continued) 11,139 (10,683) – – – 3,654 664 – – 3,654 664 Revenue from External customers 456 AUS, PNG & NZ $’000 Pacific $’000 America North & South $’000 Asia Africa Europe Unallo -cated Total $’000 $’000 $’000 $’000 $’000 12,770 7,132 1,488 18,741 115 2,212 (7,456) – (656) – – – 5,314 7,132 832 18,741 115 2,212 4 – 4 41 – 41 50 – 50 – – – 3,627 290 346 694 (1,529) – (354) – 2,098 290 (8) 694 1,466 32 2,932 3,004 40 1,845 (127) – – – – – 1,339 32 2,932 3,004 40 1,845 – – – – – – 9,207 7,454 7,410 23,103 200 4,107 – – - – – – – – – – – – – - 42,458 (8,112) 34,346 15,511 (10,683) 4,828 4,998 (1,883) 3,115 9,319 (127) 9,192 – 51,481 2019 i) Revenue PTB Total Segment Revenue Inter-segment Revenue Revenue from External customers PT USA Total Segment Revenue Inter-segment Revenue PT Leasing 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 84 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 2019 AUS, PNG & NZ $’000 Pacific $’000 America North & South $’000 Asia Africa Europe Unallo -cated Total $’000 $’000 $’000 $’000 $’000 ii) Adjusted EBITDA PTB PT USA PT Leasing IAP Unallocated 492 58 1,722 333 – 574 – 326 8 – 67 439 (9) 724 – 1,508 84 778 742 – Adjusted EBITDA 2,605 908 1,221 3,112 iii) Segment Disclosure Items – – 632 – 632 Depreciation & Amortisation PTB PT USA PT Leasing IAP Total Unrealised (Gain)/ Loss on Foreign Currency PTB PT USA PT Leasing IAP Total 195 – 1,091 73 1,359 – – – – – – – 60 – 60 (87) – 87 – – – 32 20 – 52 (10) (26) (2) (5) (43) 9 1 46 10 – 66 – – 3 – 3 178 6 – 456 – 640 – – – – – (228) (1) (27) – 209 (7) (26) – 12 – 11 – – (3) (30) – – – – – – – – – – – – – – – – 2,828 588 2,863 2,273 – 8,552 195 32 1,806 73 2,106 (353) (26) 306 (15) (88) 85 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 Pacific $’000 America North & South $’000 Asia Africa Europe Unallo -cated Total $’000 $’000 $’000 $’000 $’000 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 2019 Capital Expenditure PTB PT USA PT Leasing IAP Total AUS, PNG & NZ $’000 1,744 – 1,578 7 3,329 – – – – – – – – – – – – – – – – – – – – 1 – Total Segment Assets PTB PT USA 31,730 3,361 370 8,417 141 – 6,359 841 PT Leasing 12,864 357 – 2,091 267 IAP Unallocated Total 11,878 – 12 – 1,298 2,010 – – 4 – 56,613 3,730 8,027 13,359 272 Total assets includes: Non-current Assets (other than financial assets and deferred tax) PTB PT USA PT Leasing IAP Total 14,325 – 7,891 6,308 912 – 336 – – 79 – – 5,348 – – – 1,665 228 – – 28,524 1,248 79 7,013 228 Total Segment Liabilities PTB PT USA PT Leasing IAP Total 2,112 179 722 240 – 669 469 – – – 1,889 – 85 – 845 261 3,250 179 2,696 1,346 – – 9 – 9 86 – – – – – – – – – – 1,744 – 1,578 7 3,329 3 10,249 54,131 – – (5,099) 2,242 (830) 14,749 82 (4,320) 10,964 – 85 – – – 82,086 – – – – – 17 11 487 191 706 10,249 30,834 (5,099) (5,020) (830) 9,290 (4,320) 1,988 – – – – – – 37,092 3,270 1,900 2,010 1,006 8,186 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 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 and PT USA are derived from repairing, selling, and maintaining PT6, T53 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. PT Leasing’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 Inter-segment eliminations Interest revenue Total revenue from continuing operations (note 2) 2020 $’000 2019 $’000 104,477 72,286 (26,333) (20,805) – – 78,144 51,481 The Group is predominantly domiciled in Australia. The amount of its revenue from external customers in Australia is $13.377 million (2019: $9.207 million) and the total revenue from external customers in other countries is $64.767 million (2019: $42.274 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 and 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 Depreciation and amortisation Finance costs Profit/(Loss) before income tax from continuing operations 2020 $’000 11,133 (865) (3,085) (1,270) 5,913 2019 $’000 8,552 88 (2,106) (957) 5,577 87 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (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: Current tax assets Deferred tax assets Total assets as per the statement of financial position 2020 $’000 2019 $’000 147,189 82,086 – 3,644 144 1,618 150,833 83,848 The total of non-current assets other than financial instruments and deferred tax assets located in Australia is $27.369 million (2019: $28.524 million), and the total of these non-current assets located in other countries is $27.809 million (2019: $8.568 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: Current tax liabilities Deferred tax liabilities Derivative financial liabilities Current borrowings Non-current borrowings 2020 $’000 15,963 1,168 6,645 7 9,437 31,301 2019 $’000 8,186 47 4,332 – 2,455 17,862 Total liabilities as per the statement of financial position 64,521 32,882 88 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 28. Dividends The directors have determined a fully franked (at 30%) final dividend of 2.5 cents per share amounting to $3.137 million. The dividend will be payable on 30 October 2020 to shareholders on the register at 5.00pm AEST on 2 October 2020. Dividends paid during the year Interim dividend for 30 June 2020 of 2.5 cents per share (2019: 7 cents per share) fully franked (at 30%) paid on 2 March 2020. 2020 $’000 1,873 2019 $’000 4,842 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 Franking credits Franking credits available for subsequent financial years based on a tax rate of 30% (2019: 30%) 2020 $’000 1,873 – 1,873 2019 $’000 1,294 3,548 4,842 Consolidated Parent Entity 2020 $’000 2019 $’000 2020 $’000 2019 $’000 4,661 5,167 4,661 5,167 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. 89 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 29. Subsidiaries Name PTB Finance Limited(1) Pacific Turbine USA Pty Ltd(1)(5) Pacific Turbine Leasing Pty Ltd(2) IAP Group Australia Pty Ltd(3) 748 Cargo Pty Ltd(4) Pacific Turbine USA, LLC(6) PTB USA Holdings, LLC(7) Prime Turbines, LLC(8) (1) Incorporated 14 October 2005 Country of Incorporation 2020 Equity Holding Australia Australia Australia Australia Australia USA USA USA 100% 100% 100% 100% 100% 100% 100% 100% 2019 100% 100% 100% 100% 100% 100% – – (2) Incorporated 4 October 2006 (previously PTB (Emerald) Pty Ltd) (3) Purchased as part of business combination on 21 September 2006 (4) Incorporated 21 June 2007 (Previously PTB Asset Management Pty Ltd) (5) Change of name on 1 February 2016 (Previously PTB Rentals Australia Pty Ltd) (6) Incorporated 27 March 2017 (7) Incorporated 6 January 2020 (8) Purchased as business combination on 26 February 2020 All subsidiaries are 100% owned by PTB Group Limited. 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 current and prior years. There are no significant restrictions over the Group’s ability to access these assets, and settle liabilities, of the Group. 90 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 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 (dissolved), 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 legislative instrument 2016/785 (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, represent a ‘Closed Group’ for the purposes of the legislative instrument, 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 2020 of the Closed Group: Revenue Total Revenue 2020 $’000 78,144 78,144 2019 $’000 51,481 51,481 Changes in inventories of finished goods and work in progress 31,670 (1,201) Raw materials and consumables used and finished goods purchased for sale (78,417) (31,031) 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 Acquisition costs 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 Retained (losses)/profits at the end of the financial year (11,230) (3,085) (270) (1,080) (1,271) (1,097) - (949) (6,487) (2,106) (151) 131 (957) 263 (1) – (6,502) (4,364) (72,231) (45,904) 5,913 (1,893) 4,020 4,020 (201) 5,577 (1,603) 3,974 3,974 2 3,819 3,976 (10,110) (10,292) (2,276) (3,792) 4,020 3,974 (8,366) (10,110) 91 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 (b) Consolidated Statement of Financial Position Set out below is a consolidated statement of financial position as at 30 June 2020 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 92 2020 $’000 2019 $’000 15,207 20,234 54,872 - 1,698 92,011 11,007 2,662 265 28,522 3,644 12,673 – 58,773 150,784 9,529 9,437 7 1,168 1,387 3,039 7,174 13,376 23,202 144 1,242 45,138 11,005 2,687 265 18,752 1,618 4,334 – 38,661 83,799 4,856 2,455 – 47 804 2,141 24,567 10,303 31,301 6,645 148 1,860 39,954 64,521 86,263 81,115 13,514 (8,366) 86,263 17,862 4,332 146 239 22,579 32,882 50,917 47,715 13,312 (10,110) 50,917 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 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 All transactions with subsidiaries are eliminated for the purposes of this report. d) Outstanding balances of loans to subsidiaries There are no outstanding, uneliminated loans to subsidiaries as at 30 June 2020 (2019: nil). e) Outstanding balances arising from sales/purchases of goods and services There are no outstanding other related party transactions or balances as at 30 June 2020 (2019: nil). 32. Parent Entity Financial Information a) Summary financial information Statement of Financial Position Current assets Total Assets Current liabilities Total Liabilities Shareholders’ equity Issued Capital Reserves Retained earnings Profit / (loss) for the year Total comprehensive income b) Guarantees entered into by the parent entity Carrying amount included in current liabilities 2020 $’000 2019 $’000 40,905 122,431 7,630 25,247 81,115 14,410 1,659 97,184 2,615 2,615 23,299 78,123 4,307 16,412 47,716 12,463 1,532 61,711 7,648 7,648 2020 $’000 – 2019 $’000 – 93 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 33. Events after the Balance Date 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 Bankstown Airport Limited CBA 27/03/2007 2020 $’000 2019 $’000 – – 18 18 94 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 DIRECTORS’ DECLARATION For the year ended 30 June 2020 The directors of the Company declare that: (a) the attached financial statements and notes, as set out on pages 37 to 94 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 2020 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 30; 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 2020 required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the directors. CL Baker Chairman Brisbane 28 August 2020 95 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020INDEPENDENT AUDITOR’S REPORT For the year ended 30 June 2020 INDEPENDENT AUDITOR’S REPORT – TO THE MEMBERS OF PTB GROUP LIMITED Report on the Audit of the Financial Report Opinion We have audited the accompanying financial report of PTB Group Ltd and controlled entities (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, 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 and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its financial performance for the year then ended; and (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the year ended 30 June 2020. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Limited Liability by a scheme approved under the Professional Standards Legislation National Association | Hall Chadwick International Association | Prime Global Associations of Independent Firms 96 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 INDEPENDENT AUDITOR’S REPORT For the year ended 30 June 2020 Key Audit Matter How our audit addressed the key audit matter Business Combinations Our procedures limited to, the following: included, but were not Refer to Note 1 (i) and Note 20 – Business Combinations During the year the Group acquired 100% of the Turbines LLC, an issued capital of Prime independent aircraft established US based engine maintenance, repair and overhaul company. result of As a the business combination transactions, the Group recognised goodwill of $8.34m. The Business combination is considered a key audit matter due to the significant judgement involved in the recognition and measurement of identifiable assets and liabilities at their fair value. Key Audit Matter Value of Goodwill Refer to Note 1 (q), Note 11 and Note 1 (ad) – Intangible Assets from recognised Goodwill of $12.67m the acquisition of Prime Turbines LLC in 2020 and International Air Parts (IAP) acquired in 2006 has been considered as a key audit matter due to the carrying value of goodwill at year-end and the impairment. Conditions giving rise to our focus on this area included the significant level of judgement in respect of factors such as: calculations regarding • budgeted future revenue and costs; • discount rates; and • the terminal growth rate 2 • Reading the sale and purchase agreements to understand the key terms and conditions. • Considering the Group’s assessment of the application of AASB 3 Business Combinations. • Reviewing the provisional accounting entries associated with the business combination. • Assessing the methodology applied to recognise the fair value of identifiable assets and liabilities and agreeing to supporting documentation. • Assessing the adequacy of the related financial the disclosures within statements. How our audit addressed the key audit matter Our procedures limited to, the following: included, but were not • Evaluation of management’s goodwill impairment assessment process. • Testing of internal controls, including the review of forecasts by management. • Obtaining the Group’s value in use models and agreeing amounts to the Group’s FY21 budget. • Testing key inputs to the value in use model included forecast revenue, costs, capital expenditure, discount rates and terminal growth rates. We challenged these inputs by corroborating the key market-based assumptions to external published rates and industry growth industry reports. For non-market-based assumptions, we corroborated those assumptions by comparing forecasts to historical costs incurred or margins on similar projects. We also assessed the revenue inclusion of key ongoing 97 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 INDEPENDENT AUDITOR’S REPORT For the year ended 30 June 2020 Key Audit Matter Key Audit Matter How our audit addressed the key audit matter contracts by comparing the margins in the to historical contract margins. impairment model • Assessment of the accuracy of previous forecasts as part of our evaluation of forecasts included in the value in use model. We applied scepticism to current period forecasts in areas where previous forecasts were not achieved and/or where future uncertainty is greater, or volatility is expected. • Performing sensitivity analysis on the Cash Generating Unit (CGU) in two main areas being the discount rate and the terminal growth rate assumptions. How our audit addressed the key audit matter Valuation of trade and other receivables Our procedures limited to, the following: included, but were not Refer to Note 1 (l) and Note 5 – Trade and other receivables Net trade receivables total $31.55m, including an impairment provision of $2.36m, and includes $11.32m in long-term trade receivables. receivables are their Trade anticipated realisable value, which is the original invoiced amount less an estimated provision allowance. recognised at Valuation of trade receivables is a key audit matter in the audit due to the size of the trade receivable balance, the challenging conditions currently in the aviation industry and the high level of management in determining the impairment provision. judgement used • Obtained trade receivables balance confirmations. • Analysed the aging of trade receivables. • Obtained a list of long outstanding receivables the and recoverability of these through inquiry with management and by obtaining sufficient corroborative evidence to support the conclusions. assessed • Performed subsequent receipts testing on a sample of trade and other debtors. • impairment of Scrutinised managements’ provision for in conjunction with detailed assessment. receivables our Information Other Than the Financial Report and Auditor’s Report Thereon The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2020 but does not include the financial report and our auditor’s report thereon. 3 98 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 INDEPENDENT AUDITOR’S REPORT For the year ended 30 June 2020 Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud of error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. • Obtain an understanding of internal controls relevant to the audit 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 Group’s internal controls. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial 4 99 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 INDEPENDENT AUDITOR’S REPORT For the year ended 30 June 2020 report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the remuneration report included in pages 18 to 24 of the directors’ report for the year ended 30 June 2020. In our opinion the remuneration report of PTB Group Limited for the year ended 30 June 2020 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Clive Massingham Director Hall Chadwick Qld, Chartered Accountants Dated at Brisbane this 28th August 2020 5 100 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020SHAREHOLDER INFORMATION For the year ended 30 June 2020 The shareholder information set out below was applicable as at 7 August 2020. (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 87 359 242 617 161 1,466 – – – – – – (b) The number of ordinary shareholdings held in less than marketable parcels is 60. (c) The names of the substantial shareholders (including related entities) listed in the company’s register are: Asir & Nek Private Limited Kiowa Two Thousand Corporate Trustee Company Limited SG Smith and Judith Flintoft (d) Voting Rights Percentage Number of Ordinary Shares Held 19,505,232 15.55% 12,731,650 6,568,966 10.15% 5.24% 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. 101 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 SHAREHOLDER INFORMATION For the year ended 30 June 2020 (e) 20 Largest Shareholders — Ordinary Shares (Quoted): ASIR & NEK PRIVATE LIMITED KIOWA TWO THOUSAND CORPORATE TRUSTEE COMPANY LIMITED KIOWA TWO THOUSAND CORPORATE TRUSTEE COMPANY LIMITED J P MORGAN NOMINEES AUSTRALIA PTY LIMITED NATIONAL NOMINEES LIMITED PRINCE PRIYANTHA GUNASEKARA JUDITH ANN MARGARET FLINTOFT THREE HUNDRED CAPITAL PTY LTD BAKER SUPERANNUATION PTY LTD MILTON YANNIS MR STEPHEN GARRY SMITH & MRS JUDITH ANN FLINTOFT HACKETT CP NOMINEES PTY LTD MR ROSS GEORGE YANNIS MR WENDELL FLETCHER PHILLIPS & MRS BAILEY BAKER & MR SIMON JEREMEY KEMBER COSELL PTY LIMITED EST GEORGE YANNIS & MRS THELMA YANNIS PROF ALAN JONATHAN BERRICK LORNETTE PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED JUDITH FLINTOFT Unquoted equity securities Options issued under the PTB Group Ltd Share Option Scheme to take up ordinary shares Percentage Number of Ordinary Fully Paid Shares Held 19,505,232 15.55% 6,945,115 5,786,535 4,650,316 4,579,401 3,876,217 3,647,850 3,417,782 2,857,095 2,322,854 2,033,116 1,830,640 1,714,205 1,449,275 1,031,213 991,924 948,627 926,878 900,101 888,000 5.54% 4.61% 3.71% 3.65% 3.09% 2.91% 2.72% 2.28% 1.85% 1.62% 1.46% 1.37% 1.16% 0.82% 0.79% 0.76% 0.74% 0.72% 0.71% 70,302,376 56.03% Number on issue Number of holders – – 102 PTB GROUP LIMITED AND CONTROLLED ENTITIES | ANNUAL REPORT 2020 COMPANY STATISTICS For the year ended 30 June 2020 Revenue ($’000) +-Net profit/(loss) ($’000) 2020 78,144 4,020 2019 51,481 3,974 2018 40,611 3,243 2017 46,551 2,948 2016 43,170 2,567 Net Assets ($’000) 86,312 50,966 47,315 44,753 37,686 Cash Flow from Operating Activities ($’000) (8,414) 4,193 3,910 (3,210) 1,671 Ordinary Shares fully paid (‘000) 125,476 74,905 67,312 62,749 47,891 Return on average shareholders’ funds (%) 5.86 8.09 7.04 7.38 7.21 Share price at year-end ($) 0.68 0.677 0.56 0.485 0.42 NTA backing per Share (Cents) Dividend (Cents) per share in respect of each financial year 59 5 62 7 64 5 64 5 70 5 Average AUD/USD exchange rate $0.67 $0.72 $0.76 $0.79 $0.73 ABN 99 098 390 991 PO Box 90 PINKENBA QLD 4008 22 Orient Avenue PINKENBA QLD 4008 t +61 7 3637 7000 f +61 7 3260 1185 

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