ANNUAL REPORT
2015
For personal use only
CONTENTS
Chairman’s Report ……………………………………………………………………………………………………………………..
Managing Director’s Report ……………………………………………………………………………………….………………
Directors' Report …………………………………………………………………………………………..…………………..…….…
Auditor’s Independence declaration………………………………………………………..………………………………….
Consolidated Statement of Comprehensive Income …………………………………..……………………...………
Consolidated Statement of Financial Position ………………………………………………………………….…………
Consolidated Statement of Changes in Equity ……………………………………………………………...……………
Consolidated Statement of Cashflows …………………………………………………………………..……………………
Notes on the Financial Statements …..………………………………………………………………………………………..
Directors’ Declaration …………………………………………………………………………………..…..…..…………………..
Independent Auditor's Report …………………………………………………………………….…………………..…………
Corporate Governance Statement ……………………………………………………..……….…………………..…..……
Shareholder Information ……………………………………………………………………………………………………………
Corporate Directory ……………………………………………………………………………………………….…………….….…
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CHAIRMAN’S REPORT
Dear Fellow Shareholders,
The past twelve months have again been
challenging for the industry in which the
Company operates. Whilst
the software
business has had an outstanding year and the
GeoGAS business has been steady, our
Advisory business has been negatively
impacted once again.
The fallout from the recent mining boom,
which saw a significant increase in the supply
of resources from both new mines and
extensions to existing mines, has continued.
During the last financial year, the price of Iron
Ore and Oil dropped dramatically as a result
of the current and forecasted increases in
supply and the continued drop in growth in
China. The export price for both Thermal and
Coking Coal again dropped during the year as
initiatives
mining companies’ productivity
resulted in increased supply at cheaper overall
operating costs.
imperative
for mining
The overriding
companies continues to be to reduce their
cost of mining. In this regard, the low hanging
fruit was harvested during the 2013 and 2014
years which has meant that
incremental
savings are now coming from larger and more
strategic economic decisions like whether or
not to mothball operating mines, place them
into care and maintenance or alternatively
put them up for sale.
We believe that the next wave of productivity
improvements will come through software
innovation and integration between the major
system providers to the mining industry and
we have positioned ourselves at the forefront
of this endeavour.
There has been little activity in the area of
in the mining
Mergers and Acquisitions
industry over the last twelve months which
suggests that potential buyers believe that the
bottom of the market has not yet been
reached. We do however expect to see more
activity in this area in the upcoming year given
the number of assets which have been put up
for sale.
The significant pull back in capital investment
by mining companies continued throughout
the 2015 financial year which has really hurt
the upstream services companies and has
resulted in the value of their business being
heavily impacted.
The junior miners continue to focus on cash
preservation rather than exploration. There
has been little to no new equity investment
into the resources sector over the past twelve
months and the analysts are predicting this to
continue for the foreseeable future.
In last year’s Annual Report, we assured
shareholders that we would continue to
closely monitor the industry changes and if
needed respond swiftly and decisively, which
we have. As we did last year, we have reduced
the ongoing operational costs of the Advisory
and GeoGAS divisions.
This downsizing cost the Company $1.3
million in redundancy costs as more highly
remunerated employees left the business this
year than in previous years. The annualised
savings in employment costs as a result of this
restructure is $3.8 million
We also moved into smaller and cheaper
office accommodation in Brisbane, Sydney,
Jakarta, Toronto and Gillette, with similar
changes planned this year in Denver and
Santiago, which significantly reduces our
ongoing fixed costs.
As a result of the premises restructure, the
Company booked $1.5 million in once-off
accelerated depreciation (2014: $0.2 million)
and onerous lease obligations of $1.9 million
(2014: $0.5 million) this financial year. The
annualised savings in premises costs as a
result of these accommodation changes is
$1.4 million.
While the Board believes that the Company’s
cost structure is now appropriate for our
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |1
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CHAIRMAN’S REPORT
current
revenue expectations, we will
continue to remain vigilant and monitor the
industry situation closely.
acquired the exclusive rights in the mining
industry to a copy of the FlexSim Software
Products, Inc. (FlexSim) simulation software.
While 2015 has been another difficult year for
suppliers to the mining industry, we have
really started to see the benefit of our
software strategy on the performance of the
business. We are not aware of any other
industry
software provider to the mining
growing their software license revenue by
anywhere near the growth we have seen over
the last two years. It is clear to us that the
Company’s strategic move from providing
desktop applications to enterprise systems
has the support of the world’s major mining
companies. This is evidenced not only by the
growth in our software business during a time
of severe austerity in the mining industry, but
more
importantly the relevance of the
conversations we are having with the senior
management teams at our current customers
and potential new customers.
As per our stated strategy, we have continued
to invest in our technology products. During
the year we released a QUARRY commodity
based solution and XECUTE the Company’s
new ultra-short term planning solution.
The new products which have been released
over the last 24 months laid the foundation
for the Company’s impressive 63% increase in
software license sales in 2015.
As reported last year, the Company executed
an Institutional Share Placement Scheme and
a Share Purchase Plan for retail shareholders.
to
rights
Following this capital raise, the Company
the
acquired
three software
products.
In August 2014, the Company
acquired a non-exclusive right to the software
code of the Mine 2-4D software design
product from MineRP. In December 2014, we
acquired the non-exclusive right to the
software code of Geospatial management
software from South African based software
company PrimeThought. In June 2015, we
In August 2015, we received notification that
our ASX Global Industry Classification had
been changed from “Commercial Services &
Supplies” under the “Industrials” sector to
“Software & Services” under the “Information
reclassification
sector. This
Technology”
accurately
continued
reflects
transformation and evolution of our Company
as predominantly an innovative provider of
software solutions. This change will enable
investors to better assess and evaluate RPM
against comparable companies in the market.
the
The near term outlook of the Advisory
business remains constrained, with no clear
indicators that the market is about to turn any
time soon. Because of this the Company has
recognised a non-cash impairment of $2.5
million to the Goodwill of the Advisory
division.
The Board has resolved not to pay a dividend
this financial year.
I would again like to acknowledge the effort
and commitment of our staff who continue to
perform especially well during this challenging
period.
The Board thanks its shareholders for their
ongoing support of the Company’s software
strategy. The Board remains firmly of the
opinion that these investments, along with
the products that were released in 2015, will
provide the growth engine for the business in
2016.
Allan Brackin
Chairman
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MANAGING DIRECTOR’S REPORT
FINANCIAL RESULTS
OPERATIONAL RESTRUCTURING
The Company’s financial performance in 2015
was much
improved on the back of a
significant growth (63%) in software license
fees. This increase resulted in an EBITDA for
the year of $2.6 million (2014: loss $1 million)
before restructure costs.
Our software business now makes up 59% of
the net revenue of our business (up from 48%
in 2014).
Demand for mining advisory services, desktop
software products and coal gas exploration
testing were again negatively impacted by
weak commodity prices, lack of investment by
mining companies and a restriction on capital
to the industry.
Revenue increased by 1% to $61.3 million
(2014: $60.4 million) with net Advisory
revenue decreasing by 22% to $20.1 million
(2014: $25.8 million). Software
license
revenue finished the year at $15.9 million,
63% ahead of the previous year’s result (2014:
$9.8 million). Software maintenance revenue
increased by 9% to $13.7 million (2014: $12.6
million). Laboratory testing and consulting
revenue from GeoGAS finished the year at
$4.2 million (2014: $4.6 million) an 8%
reduction from the previous year.
The Advisory business was again impacted by
the continuing contraction throughout the
industry which was the overwhelming reason
for a net loss after tax of $6.8 million (2014:
$7.4 million), which
staff
restructuring costs of $1.3 million (2014: $1.1
million), premises restructuring costs of $3.4
million (2014: $0.7 million) and an Advisory
goodwill write-down of $2.5 million (2014:
$3.0 million).
included
Basic earnings per share was a loss of 3.9
cents per share (2014: 5.2 cents per share).
During the year, the Company’s customers
continued their drive to reduce capital and
operating costs as quickly as possible. This
directly impacted the revenue opportunities
of their suppliers which of course included our
Company.
Our Advisory business and GeoGAS business
are both sensitive
to coal exploration
activities which continued to be severely
curtailed.
In the Advisory space, there was less work
available due to mining companies cutting
back on exploration, capacity expansions and
mine planning. The work that was available
was hotly contested resulting
lower
margins.
in
From a competitor standpoint, the 2015
financial year saw a number of mining
advisory companies either reduced in size or
close entirely.
Many of the larger international Engineering,
Procurement, and Construction Management
(EPCM) companies severely cut back their
mining advisory headcount as they moved
back to their principal areas of expertise.
Most of our competitors with coal advisory
businesses have either been pared back to
skeleton staff levels or have left the market
completely.
We are very pleased with the way the ethos
of the Company has changed over the last
three years, from a slow moving engineering
focused business to a fast moving sales and
marketing led business.
cost
the Company’s
Over the last three years we have aggressively
structure
reduced
wherever possible. In 2015, a number of fixed
cost contracts came up for renewal (including
software support and office leases). In each
case we have reduced these fixed costs of the
business having committed to either fewer
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |3
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MANAGING DIRECTOR’S REPORT
users of the software or less office space or
renegotiated the applicable rate.
GROUP SALES AND MARKETING
The work that we did in 2014 to build a sales
team capable of winning larger software deals
really paid off in 2015. This was evidenced by
the 63% growth in Software License revenue
year on year. During 2015, we filled in the
regional management and software sales gaps
nicely to enter the 2016 year with a full
playing roster.
We also continued our investment in product
management assigning dedicated product
managers to our new products. As a result of
our successful move
into the enterprise
software domain, we have hired professional
enterprise software project managers to
manage the large global customer rollouts
which we are currently undertaking.
Our relationship with SAP continues to
strengthen. We finalised and announced the
signing of an SAP Application Development
Cooperation Agreement during the year. We
also had our software integrations with SAP
certified. For many of our large customers,
this certification was important given support
of
is often
SAP environments
outsourced.
their
corporate
XERAS for Enterprise had a particularly good
year as mining companies looked to bring
and
their
technical mining solutions together so that
they achieve better visibility of the financial
impacts to changes in their operations.
financial
systems
really
seeing
The Company’s new simulation products had
a breakthrough year with many of our
simulation customers
the
financial benefits of accurate operational
simulation. As the number of companies using
our simulation products grows, so does our
understanding of the relationship between
different variables within the mine which we
then build back into our products. The growth
in our simulation products was the key reason
for the Company purchasing a copy of the
FlexSim product code. Owning a copy of all of
the software intellectual property gives us full
control over both the direction and support of
these products.
SOFTWARE DEVELOPMENT
The Software Development team had a
fantastic 2015. They released two brand new
products along with meaningful upgrades to
all of our products.
of
We continued to extend the features and
functions
Product
Framework (EPF) to such an extent that this
platform can now be sold separately from our
other products.
Enterprise
our
We significantly increased the size of the
development team during the last twelve
months, firstly to support the 2015 software
acquisitions and secondly to extend the
functionality of the nine new products which
we have released over the past 24 months.
The new Product Development focus in 2016
will be centred on Coal. Twenty years ago we
were the dominant provider of software to
the Coal sector. However, over the last 6 to 7
years we have let competitors build niche
products which in some cases have been
extended across our customers’ businesses.
to once again have
By the end of the 2016 financial year, we
intend
the most
competitive and innovative Coal applications
in the market which we believe will set us up
for renewed success in Coal in the coming
years.
EMPLOYEES
It was another tough year for our Advisory
team which again saw many of their friends
and colleagues leave the business as we
continued to downsize that division due to
the reduction in available work.
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MANAGING DIRECTOR’S REPORT
The reduction in Advisory staff has been
offset by the increase in the number of
software sales and development staff.
Whilst we will continue to carefully review the
shape of our business, we are not expecting
to see further headcount reductions in 2016
as we believe our current cost structures
support our revenue projections.
OUTLOOK
We are expecting mining companies to
continue
productivity
improvements in the year ahead.
focus
on
to
The GeoGAS business has now stabilised and
we expect to see a return to slow and steady
contribution improvement from that division.
While we see little change in the demand for
desktop products, we remain enthusiastic
about the potential growth in our enterprise
applications and simulation products. FY15
foundations of our enterprise
saw
products completed. FY16 will be about
extending the number of mining companies
that use our products and rejuvenating our
reputation in coal.
the
structure
in
accelerated
Our
cost
and
sales
investments
development position us well for the year
ahead.
and
software
Richard Mathews
Managing Director and Chief Executive Officer
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DIRECTORS’ REPORT
Your Directors present their report on RungePincockMinarco Limited (the “Company”) and its subsidiaries
(referred to hereafter as the “Group”) for the year ended 30 June 2015.
1.
Directors
The Directors of RungePincockMinarco Limited at any time during or since the end of the period were:
Non-executive
Allan Brackin – Chairman
Dr Ian Runge
Ross Walker
Executive
Richard Mathews - Managing Director
2.
Principal Activities
The Group’s principal activities during the financial year consisted of:
a)
b)
c)
Software licensing, consulting, implementation and maintenance;
Technical, advisory and training services to the resources industry; and
Laboratory gas testing.
There were no significant changes in the nature of the Group’s principal activities during the financial year.
3.
Dividends
No dividends were paid or declared during the financial year.
4.
Review and Results of Operations
Gross revenue in the 2015 financial year increased by 4% to $67.6 million (2014: $65.2 million). As shown below,
the Group achieved strong growth in software license fees (63%) and software support revenue (9%) while
Advisory revenue (-18%) and Laboratory services (-9%) declined again as miners limited their investments in
exploration activity and project extensions while continuing to reduce their capital and operational costs.
Software
-
Licence sales
- Maintenance
-
Consulting
Advisory
GeoGAS
Other Revenue
Total Revenue
Direct Costs
Net Revenue
2015
$m
15.9
13.7
7.8
24.5
4.3
1.4
67.6
(5.6)
62.0
2014
$m
9.8
12.6
7.3
29.7
4.7
1.1
65.2
(4.8)
60.4
Change
%
63%
9%
7%
-18%
-9%
27%
4%
17%
3%
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DIRECTORS’ REPORT
Review and Results of Operations (Continued)
4.
Reconciliation between IFRS and non-IFRS financial performance items used in the Directors Report is presented
below:
Net Revenue
Operating Expenses
EBITDA1
Accelerated depreciation – Brisbane Office
Depreciation and Amortisation – other
Restructure – staff
Restructure – office leases
Goodwill impairment costs
Net Finance (costs)/income
Loss before income tax
Income tax benefit/(expense)
Loss
Earnings Per Share (cents per share)
2015
$m
62.0
(59.4)
2.6
(1.5)
(2.6)
(1.3)
(1.9)
(2.5)
0.3
(6.9)
0.1
(6.8)
(3.9)
2014
$m
60.4
(61.4)
(1.0)
(0.2)
(3.2)
(1.0)
(0.5)
(3.0)
(0.1)
(9.1)
1.7
(7.4)
(5.2)
Change
%
3%
-3%
n/a
-19%
n/a
24%
94%
8%
25%
1 Earnings before Interest, Tax, Depreciation, Amortisation, Impairment and Restructure
The Group undertook further Advisory and GeoGAS restructuring during the year in response to declining
revenues, with Advisory operating costs down 21% to $19.3 million (2014: $24.5 million) and GeoGAS operating
costs down 17% to $2.9 million (2014: $3.5 million).
Redundancy costs associated with these changes in the 2015 financial year were $1.3 million (2014: $1.0 million).
While fewer employees were made redundant in 2015 those who left were generally remunerated higher and
had been with the company longer than employees retrenched in previous years. The staff restructuring which
was undertaken in FY15 will result in annualised savings in employee costs of $3.8 million.
The Group reduced its accommodation costs significantly during the 2015 financial year. As a result of
restructuring its office leases in Brisbane, Sydney and Perth the Company reported onerous lease obligations of
$1.2 million, fit out impairments of $0.7 million and accelerated depreciation of $1.7 million. The annualised
savings in premises costs as a result of these accommodation changes is $1.4 million.
The Group has recognised a non-cash impairment charge of $2.5 million (2014: $3.0 million) against goodwill
allocated to the Advisory division which reduced the carrying value of Advisory goodwill to $4.1 million. The
impairment reflects continued difficult trading conditions for the Advisory division, with revenue down 18% in
FY2015.
The Group recorded a foreign exchange gain of $0.7 million (2014: loss $0.4 million).
The fall in Advisory revenue was offset by the increase in software license fee revenue and reduction in operating
costs which resulted in an EBITDA (Earnings before Interest, Tax, Depreciation, Amortisation, Restructure and
Impairment) of $2.6 million (2014: loss $1.0 million).
The Group had cash reserves of $22.6 million (2014: $7.5 million) and no bank debt at the end of the financial
year.
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DIRECTORS’ REPORT
4.
Review and Results of Operations (Continued)
Software Division
The Software division provides mine scheduling, financial costing/budgeting and simulation software solutions to
the mining industry. It also provides software consulting, implementation, training and support for these
products.
The Software division contributed 59% of Group revenue in 2015, up from 48% in the 2014 financial year.
Two new software products were released during the 2015 financial year and the nine software products which
were released in the 2014 financial year all received significant upgrades. These enterprise enabled applications
contributed significantly to a 63% increase in software license revenue.
Software sales in the traditionally strong fourth quarter of the year were $7.1 million, an increase from the prior
comparative quarter of $3.3 million. These license sales occurred too late in the year to impact software
consulting revenue which remained flat at $6.8 million (2014: $6.7 million) but will ensure a strong start to the
year for the software consulting team.
Recurring revenue for software support grew by 9% to $13.7 million (2014: $12.6 million). Interestingly most of
our competitor mining advisory companies who use our software to provide services to the industry did not
renew their annual maintenance as they either downsized their business or pulled out of the market altogether.
While this approach had a negative impact on our support revenue it also reduced the Advisory competitiveness
of these companies– particularly in Coal.
Advisory Division
The Advisory division provides independent consulting and advisory services which cover technical and economic
analysis and assessment of mining activities and resources on behalf of mining companies, financial institutions,
government agencies and suppliers to mining projects. The market for advisory services is heavily reliant on
expansion, development, financing and transacting of mining assets and projects.
The Advisory division contributed 33% of Group revenue in 2015, down from 43% in the 2014 financial year.
Revenue from Advisory services decreased by $5.6 million (22%) to $20.3 million (2014: $25.9 million). More than
half of this reduction ($3.1 million) came from our Asian Advisory business which was negatively impact by the
almost complete drop off in Chinese companies listing on either the Hong Kong or Singapore Stock Exchanges.
Operating expenses for the division reduced by 21% to $19.3 million (2014: $24.5 million), primarily as a result of
a 28% reduction in divisional staff numbers. This reduction in staff numbers resulted in an increase in the use of
sub-contractors on Advisory projects throughout the year (2015: $4.1 million, 2014: $2.8 million).
GeoGAS
The GeoGAS business provides mine gas consulting and laboratory testing services to the coal industry on the
East Coast of Australia.
The GeoGAS division contributed 7% of Group revenue in 2015, down from 8% in the 2014 financial year.
The Australian coal industry experienced further cutbacks in 2015 to exploration budgets and forward planning
activity. Revenue was down by 8% to $4.2 million (2014: $4.6 million); however, the division increased its
segment contribution to $1.3 million (2013: $1.1 million).
Operating expenses
Operating expenses decreased by 3% ($1.6 million) to $59.4 million during the year (2014: $61 million).
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DIRECTORS’ REPORT
4.
Review and Results of Operations (Continued)
The reduction in employee costs in both the Advisory ($3.6 million), GeoGAS ($0.5 million) and Corporate ($0.4
million) divisions was partly offset by the Software Development employee salary costs jumping by 30% ($1.6
million) to $7.1 million (2014: $5.5 million) as the Group hired additional software developers to support the
three new software applications acquired during the year and its new product releases.
Due to the large increase in software license sales during the year the Group paid out $3.5 million in commissions
and bonuses to our software team and senior management (2014: 1.1 million).
The Group also recorded $0.4 million in options expenses in 2015 (2014: $0.04 million).
5.
Likely Future Developments - Business Strategies and Prospects for Future Financial Years
Software Division
In 2015 revenue from Software license fees increased by 63% as a result of increases in enterprise product sales
(e.g. XERAS for Enterprise) and new product sales (e.g. XECUTE). Implementation of these solutions into our
customers operating environments will provide additional product proof points which we believe will enhance
our creditably and competitiveness.
Acceptance of the Group’s enterprise products and innovative new products is lifting the quality of the
conversations held with customers and prospects which is providing better insight into the requirements of the
industry.
We will again invest heavily in our enterprise architecture and commodity based scheduling products. 2016 will
see the launch of a number of new simulation applications as well as release of our first mine design products
which will initially be incorporated into our coal solutions.
During 2015 we purchased three third party software products to fill product gaps in our product suite. This
approach of identifying the leading products in specific product niches and then acquiring the rights to the
products or the products themselves will continue in 2016.
Advisory and GeoGAS
The near term outlook for these businesses remains tough; however, longer term fundamentals remain positive.
We believe both businesses will return positive contributions to the Group during 2016 on reduced revenue
expectations. We are pleased with the structure and skills contained within both divisions and believe there is
considerable upside available (without additional expenses being required) once commodity prices begin to rise
and investment starts to return to the industry.
6.
Legal Proceedings on Behalf of the Group
No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any
proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or
any part of those proceedings, other than for Group pursuing outstanding accounts receivable through courts.
7.
Significant Changes in the State of Affairs
There was no matter or circumstance during the financial year that has significantly affected the state of affairs of
the Group not otherwise disclosed.
8.
Matters Subsequent to the End of the Financial Year
No matter or circumstance has arisen since 30 June 2015 that has significantly affected the Group’s operations,
results or state of affairs, or may do so in the future years.
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DIRECTORS’ REPORT
9.
Information on Current Directors and Company Secretary
Directors
Allan
Brackin
Experience
Chairman, Non-executive Director. Joined the Board in November 2011. Allan
was formerly Director and Chief Executive Officer of Volante Group Limited,
and prior to this, co-founder of Applied Micro Systems (AMS), Netbridge
Systems Integration, Prion Technology Distribution, Quadriga Consulting
Group and Affinity Recruitment.
Qualifications: Bachelor of Applied Science.
Other listed company directorships in last three years: Director of GBST
Holdings Limited since 2005
Dr Ian
Runge
Non-executive Director, company founder. Director since December 1986.
Qualifications: M.E.(Mining Engineering), Ph D. (Economics), FAusIMM, FAICD
Other listed company directorships in last three years: None
Ross
Walker
Non–executive Director. Joined the Board in March 2007.
Joined Pitcher Partners Brisbane (previously Johnston Rorke) in 1985,
Managing Partner in 1992 – 2008 and again from 2014-to date. Predominantly
involved in corporate finance, auditing, valuations, capital raisings and
mergers and acquisitions for the past 20 years.
Qualifications: Bachelor of Commerce, FCA
Other listed company directorships in last three years: None
Richard
Mathews
Appointed Managing Director 28 August 2012.
Richard was previously the Non-Executive Chairman and Chief Executive
Officer of eServGlobal Limited. He has more than 20 years’ of management
experience in telecommunications, software and investment. He is a founding
partner of MHB Holdings Pty Ltd. Richard was formerly CEO of Mincom,
Australia’s largest enterprise software company. Richard has also held the role
of Senior Vice President, International at J D Edwards and Director of
TransLink Transport Authority.
Qualifications: Bachelor of Commerce, Bachelor of Science, ACA
Other listed company directorships in last three years: Non-executive
chairman and director of eServGlobal Ltd in 2009 - 2014.
Special
responsibilities
Chairman
Member and
Chairman – HR and
Remuneration
Committee
Member of Audit
and Risk
Committee
Non-executive
Director
Member – Audit
and Risk
Committee
Non-executive
Director
Member and
Chairman – Audit
and Risk
Committee
Member – HR and
Remuneration
Committee
Executive
Managing Director
Member – HR and
Remuneration
Committee
Company Secretary
James O’Neill, Group General Counsel and Company Secretary. Joined RungePincockMinarco Limited in
December 2012. Qualifications: Bachelor of Laws and Bachelor of Information Technology from Queensland
University of Technology, Graduate Diploma in Applied Corporate Governance from the Governance institute of
Australia, Solicitor and Member of the Queensland Law Society and Associate Member of the Governance
Institute of Australia (AGIA) and Chartered Institute of Secretaries (ACIS).
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DIRECTORS’ REPORT
10. Meetings of Directors
The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year
ended 30 June 2015 and the number of meetings attended by each Director were:
Full meetings
of Board of Directors
Audit & Risk
Committee
HR & Remuneration
Committee
Attended
Held
Attended
Held
Attended
Held
Allan Brackin
Dr Ian Runge
Ross Walker
Richard Mathews
12
10
12
12
11.
Insurance of Officers
12
12
12
12
4
3
4
-
4
4
4
-
1
-
1
1
1
-
1
1
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as
a Director or executive, for which they may be personally liable, except where there is a lack of good faith.
During the financial year, the Company paid insurance premiums to insure the Directors and Officers of the
Company against certain risks associated with their activities as officers of the Company. The terms of that policy
prohibit disclosure of the nature of liability covered, the limit of such liability and the premium paid.
12.
Shares Under Option
Unissued ordinary shares of RungePincockMinarco Limited under option at the date of this report are as follows:
Date options granted
29/11/20131
19/02/2014
31/03/2014
31/10/2014
03/03/20151
15/07/2015
Expiry date
29/11/2018
19/02/2019
31/03/2019
31/10/2019
03/03/2020
15/07/2020
Issue price of shares
$0.68
$0.67
$0.73
$0.61
$0.59
$0.57
Number under option
1,713,000
350,000
250,000
100,000
5,002,000
250,000
7,665,000
1 Included in these options were options granted as remuneration to the five highest remunerated officers during
the year. Details of options granted to the five highest remunerated officers who are also key management
personnel are disclosed in section 20E of the Remuneration report. There are no Officers in the Company who are
not also identified as key management personnel.
No option holder has any right under the options to participate in any other share issue of the Company or any
other entity.
13.
Shares issued on the exercise of options
The following ordinary shares in the Company were issued during the year on the exercise of options granted
under the Company’s Employee Shares Option Plan. No further shares have been issued under the plan since 30
June 2015. No amounts are unpaid on any of the shares.
Date options granted
14/12/2010
Expiry date
30/09/2014
Issue price of shares
Number of shares issued
$0.57
165,600
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DIRECTORS’ REPORT
14.
Environmental Legislation
RungePincockMinarco Limited and its controlled entities are not subject to any particular and significant
environmental regulation under a law of the Commonwealth or of a State or Territory.
15.
Non-audit services
Details of the amounts paid or payable to the Company’s auditor and related practices of the auditor for audit
and non-audit services provided during the year are set out below.
The Board has considered the position and in accordance with advice received from the Audit Committee, is
satisfied that the provision of non-audit services is compatible with the general standard of independence of
auditors imposed by the Corporations Act 2001.
BDO (QLD) Pty Ltd
2015
$
2014
$
Preparation of Income tax return and other taxation services
5,600
-
16.
Indemnity of Auditors
The Company has agreed to indemnify and hold harmless its auditors, BDO Audit Pty Ltd, against any and all
losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings whatsoever
incurred by the auditors in respect of any claim by a third party arising from or connected to any breach by the
Company.
17.
Auditor’s Independence Declaration
In accordance with Section 307C of the Corporations Act 2001, a copy of the auditor’s independence declaration
is enclosed on page 30.
18.
Directors’ Interests
The relevant interest of each director in the shares and options issued by the Company, as notified by the
Directors to the ASX in accordance with section 205G(1) of the Corporations Act 2001, at the date of this report is
as follows:
A Brackin
Dr I Runge
R Walker
R Mathews 1
1 Includes 175,560 shares held by R Mathews as trustee under a bare trust arrangement for a third party.
Options over
ordinary shares
RungePincockMinarco Limited
Ordinary
shares
1,064,978
16,335,484
925,000
7,847,003
-
-
-
-
19.
Rounding of Amounts
The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that
Class Order amounts in the financial report and Directors’ report have been rounded off to the nearest thousand
dollars, unless otherwise stated.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |12
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DIRECTORS’ REPORT
20.
Remuneration Report - Audited
The remuneration report is set out under the following main headings:
A.
B.
C.
D.
E.
F.
20A.
Principles used to determine the nature and amount of remuneration;
Service agreements;
Details of remuneration;
Bonus and share-based compensation benefits;
Equity instruments held by key management personnel; and
Other transactions with key management personnel.
Principles Used to Determine the Nature and Amount of Remuneration
Remuneration and compensation have the same meaning in this report.
This report discusses the Group’s policies in regard to compensation of key management personnel (KMP). The
identified KMP have authority and responsibility for planning, directing and controlling the activities of the Group.
In addition to the Directors, the Company assessed the Chief Financial Officer, Group General Counsel &
Company Secretary, the Executive General Managers of the Software Division and Advisory Division and the
previous Corporate Services manager within the Group as having authority and responsibility for planning,
directing and controlling all activities of the Group, directly or indirectly, during the 2015 financial year. The EGM
Corporate Services manager ceased being a Key Management Personnel during the financial year.
The Board has established an HR and Remuneration Committee to assist with remuneration and incentive policies
enabling the Group to attract and retain KMP and Directors who will create value for shareholders and support
the Group’s mission. The HR and Remuneration Committee obtains independent advice if required on the
appropriateness of compensation packages given trends in comparative companies. In the 2015 financial year
the Committee did not use a remuneration consultant. The Group’s Corporate Governance Statement provides
further information on the role of this Committee.
The compensation structures explained below are designed to attract suitably qualified candidates, reward the
achievement of strategic, operational objectives and achieve the broader outcome of creation of value for
shareholders.
The compensation structures take into account:
The capability and experience of the KMP;
Their ability to control the relevant segment’s performance; and
The segment or Group earnings.
Compensation packages include a mix of fixed and short-term and long-term performance-based incentives. In
addition to their salaries, the Group also provides non-cash benefits to its KMP and contributes to a defined
contribution superannuation plan (or equivalent pension plan) on their behalf.
Fixed Compensation
Fixed compensation is calculated on a total cost basis and includes salary, allowances, non-cash benefits,
employer contributions to superannuation funds and any fringe benefits tax charges related to employee
benefits, including motor vehicles.
Compensation levels are reviewed using an individual approach, based on evaluation of the individual, and a
comparison to the market. A KMP’s compensation is also reviewed on promotion.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |13
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DIRECTORS’ REPORT
20.
Remuneration Report - Audited (Continued)
20A.
Principles Used to Determine the Nature and Amount of Remuneration (Continued)
Performance Linked Compensation
Performance linked compensation includes both short-term and long-term incentives and is designed to reward
KMP for meeting and exceeding their Key Performance Objectives (KPOs). The Short-term Incentive (STI) is an ‘at
risk’ bonus provided in the form of cash, while the Long-term Incentive (LTI) is provided as options over ordinary
shares of the Company under the rules of the Employee Share Option Plan (ESOP) (see note 24 to the financial
statements). The current long-term performance incentive structure was implemented in the 2008 year and
amended in 2010, 2012 and 2013 years.
The table below sets out the performance based compensation paid to KMP together with earnings for the same
period. Performance based compensation consists of STI cash bonus and LTI share-based payments.
Performance based compensation
Year ended
30 June
STI
$’000
2011
2012
2013
2014
2015
75
56
-
-
1,072
LTI
$’000
-
68
(71)
33
90
Total
$’000
75
124
(71)
33
1,162
EBITDA1
$’000
10,261
12,064
1,850
(945)
2,600
Dividends
$’000
Share price
$
1,241
2,482
2,482
-
-
0.37
0.35
0.47
0.58
0.56
1 Earnings before Interest, Tax, Depreciation, Restructure and Impairment costs
Short-term Incentive Bonus
Effective 1 July 2012, the Group implemented a variable pay structure, referred to as the Executive General
Manager Incentive Plan (EGMIP). Each of the identified KMP’s has a portion of their remuneration linked to the
EGMIP. The key objective of the EGMIP is to create clear alignment between individual and business performance
and remuneration by providing a performance-based reward to participants in line with their relative
contribution to the Group. The EGMIP achieves the alignment by focusing participants on achieving goals which
contribute to sustainable shareholder value, and providing a clear link between performance and the Group
financial result. In 2015 100% of the KMP’s STI incentive pool was based on the Company adjusted EBITDA
performance. Allocation of this pool was based on both individual performance metrics and divisional results.
Cash bonuses are paid, provided for or forfeited in the year to which they relate.
The Board has assessed performance of the KMP’s against the EGMIP for the 2015 Financial Year and STI’s were
awarded to the KMP as detailed below.
Fixed Compensation
R Mathews
M Kochanowski
J O’Neill
C Halliday
P Baudry
50%
83%
83%
50%
67%
Variable
Compensation
50%
17%
17%
50%
33%
STI awarded
STI forfeited
100%
100%
100%
100%
14%
-
-
-
-
86%
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DIRECTORS’ REPORT
20.
Remuneration Report - Audited (Continued)
20A.
Principles Used to Determine the Nature and Amount of Remuneration (Continued)
Long-term Incentive
Options were issued in the 2012, 2013, 2014 and 2015 financial years under the Company’s Employee Share
Option Plan (ESOP) to KMP’s at the discretion of the Board. Consistent with the current ESOP plan terms
approved by shareholders at the Company’s 2013 Annual General Meeting, the rules of the ESOP Plan enable the
Board to determine the applicable vesting criteria and to set a timetable for vesting of options in the Offer
Document, including vesting in tranches over a defined period. The Board has the discretion on whether or not to
set performance hurdles for vesting or to link vesting solely to a defined service period in order to drive key staff
retention and reward longevity of service. The options issued since November 2013 vest in tranches over a three
year period from the date of grant, have vesting conditions linked to the holder maintaining employment with
the Group over that period and are issued at an exercise price based on the volume weighted average price of
the Company’s shares in the five days prior to each grant. The options issued in 2012 and 2013 vested in
accordance with the table below if the Company’s average annual earnings per share (EPS) growth (Average EPS
Growth) over the performance period comprising the 2012, 2013 and 2014 financial years (Performance Period),
is at least 10 percentage points above the Average Australian Consumer Price Index (CPI) Increase for the
corresponding period.
EPS Vesting Condition
Average EPS Growth over the Performance Period above Average
Australian CPI Increase in the corresponding period
% of Options which vest
Less than 10 percentage points
0%
10 percentage points or more, but less than
20 percentage points
50% plus an additional 5% for each
1% increment
20 percentage points or more
100%
The options issued in 2011 included vesting conditions related to Earnings per Share growth, EBITA margin and
TSR peer comparison. The performance hurdles for each condition are as follows:
Vesting Condition
EPS average annual growth from the year preceding
grant to the year following grant above average annual
Australian CPI increase in the corresponding period.
EBITA margin in the year following grant
Hurdle
Less than 4%
% of Options which vest if vesting
condition satisfied
0%
4% or more, but less than 8%
20% plus an additional 5% for each 1%
increment
8% or more
Less than 15%
40%
0%
15% or more but less than 20%
20% plus an additional 4% for each 1%
increment
TSR growth above peer comparison group
50
th
20% or more
Less than 50th percentile
percentile or higher but lower
th
than 75
th
75
percentile or higher
40%
0%
st
10% plus, from 51
to 75
th
percentile
percentile
0.4% for every 1 percentile
20%
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |15
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DIRECTORS’ REPORT
20.
Remuneration Report - Audited (Continued)
20A.
Principles Used to Determine the Nature and Amount of Remuneration (Continued)
The Board has a Margin Loan policy that restricts Directors and executives of the Group from entering into
financial contracts secured by shares and other securities of the Company. This policy requires the approval of
the Chairman of the Board for any financial arrangements or facilities related to Company shares held by the
Directors and executives.
Non-executive Directors
Fees and payments to Non-executive Directors reflect the demands which are made on, and the responsibilities
of the Directors. Non-executive Directors’ fees and payments are reviewed periodically by the Board and are
determined within an aggregate Directors’ fee pool limit, which is periodically recommended for approval by
shareholders. The pool currently stands $500,000, unchanged since it was approved in the 2009 Annual General
Meeting.
Non-executive Directors’ base remuneration was last reviewed with effect from 31 December 2014. Both the
Chairman’s and Non-executive Directors’ remuneration is inclusive of committee fees.
20B.
Service Agreements
Details of contracts with Directors and KMP of the Group are set out below.
Notice Period
Termination benefit
Terms of agreement
Base salary including
superannuation
A Brackin
$100,000
Dr I Runge
$80,000
R Walker
$70,000
R Mathews
$501,250
K Wallis
$360,525
M Kochanowski
$250,574
J O’Neill
$250,574
C Halliday 1
$454,545
P Baudry 1
$402,763
1 Australian dollar equivalent, salaries of C Halliday are set and paid in US Dollars and P Baudry are set and paid in Chinese Yuan and
Russian ruble.
Unlimited in term
Unlimited in term
Unlimited in term
Unlimited in term
Unlimited in term
Unlimited in term
Unlimited in term
Unlimited in term
Unlimited in term
Nil
Nil
Nil
6 months
6 months
3 months
2 months
1 month
1 month
Nil
Nil
Nil
6 months
3 months
3 months
2 months
1 month
1 month
The KMP’s are also entitled to receive upon termination of employment their statutory entitlements of accrued
annual and long service leave (where applicable), together with any superannuation benefits (where applicable).
Compensation levels are reviewed each year to meet the principles of the remuneration policy.
20C. Details of Remuneration
Directors
Chairman (Non-executive)
Allan Brackin
Executive Directors
Richard Mathews - Managing Director
Non-executive Directors
Dr Ian Runge
Ross Walker
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DIRECTORS’ REPORT
20.
Remuneration Report - Audited (Continued)
20C. Details of Remuneration (Continued)
Other Key Management Personnel
In addition to executive Directors mentioned above, the following persons were assessed by the Company as the
executives who had the greatest authority and responsibility for planning, directing and controlling all activities of
the Group, directly or indirectly, during the 2015 financial year:
Name
Position
Michael Kochanowski
Chief Financial Officer
James O’Neill
Craig Halliday
Group General Counsel and Company Secretary
Executive General Manager – Software Division
Philippe Baudry
Executive General Manager - Advisory Division
Kieran Wallis
Executive General Manager – Corporate Services (ceased to be key management personnel during the year)
Details of remuneration of each Director of RungePincockMinarco Limited and each of the other KMP of the
Group are set out in the following tables.
Short-term benefits
Cash salary and
fees
STI
cash bonus
Non –
monetary
benefits 1
Post -
employm
ent
benefits
Termin-
ation
benefits
Total
Share-
based
payment
Options
Proportion
of remun-
eration
perform-
ance
related
$
$
$
$
$
$
$
%
2015
Directors
A Brackin
Dr I Runge
R Walker
R Mathews
100,457
80,000
75,000
467,293
722,750
-
-
-
500,000
500,000
Other Key Management Personnel
M Kochanowski
J O’Neill
C Halliday
P Baudry
K Wallis2
227,798
229,358
421,259
422,718
213,653
1,514,786
2,237,536
Total
44,000
45,872
454,545
27,500
-
571,917
1,071,917
-
-
-
11,150
11,150
11,150
11,150
24,037
10,384
7,433
64,154
75,304
9,543
-
-
35,000
44,543
21,641
21,789
22,978
-
20,297
86,705
131,248
-
-
-
-
-
-
-
-
-
-
-
-
-
-
237,790
237,790
237,790
11,391
11,909
45,901
23,305
(2,753)
89,753
89,753
110,000
80,000
75,000
1,013,443
1,278,443
315,980
320,078
968,720
483,907
476,420
2,565,105
3,843,548
-
-
-
49.3
39.1
17.5
18.1
51.7
10.5
(0.6)
25.8
30.2
Value of
options
as
propor-
tion of
remun-
eration
%
-
-
-
-
-
3.6
3.7
4.7
4.8
(0.6)
3.5
2.3
1 Includes car park and health insurance
2 ceased to be key management personnel during the year
The termination benefit includes contractual termination benefit and superannuation (where applicable).
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |17
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DIRECTORS’ REPORT
20.
Remuneration Report - Audited (Continued)
20C. Details of Remuneration (Continued)
Short-term benefits
Cash salary and
fees
STI
cash bonus
Non –
monetary
benefits1
Post -
employm
ent
benefits
Termin-
ation
benefits
Total
Share-
based
payment
Options
Proportion
of remun-
eration
perform-
ance
related
$
$
$
$
$
$
$
%
2014
Directors
A Brackin
Dr I Runge
R Walker
R Mathews
109,840
80,000
80,000
471,373
741,213
-
-
-
-
-
-
-
-
10,075
10,075
10,160
-
-
29,878
40,038
-
-
-
-
-
-
-
-
-
-
Other Key Management Personnel
M Kochanowski
J O’Neill
C Halliday2
P Baudry2
K Wallis
222,293
229,358
244,301
382,524
330,369
1,408,845
2,150,058
Total
1 Includes car park and health insurance
-
-
-
-
-
-
-
10,075
10,075
12,674
8,498
10,075
51,397
61,472
18,056
21,216
9,723
-
30,156
79,151
119,189
2 Became Key Management Personnel during the year
2,148
1,335
32,500
(1,913)
(1,211)
32,859
32,859
-
-
-
-
-
-
-
120,000
80,000
80,000
511,326
791,326
252,572
261,984
299,198
389,109
369,389
1,572,252
2,363,578
-
-
-
-
-
0.9
0.5
10.9
(0.5)
(0.3)
2.0
1.3
Value of
options
as
propor-
tion of
remun-
eration
%
-
-
-
-
-
0.9
0.5
10.9
(0.5)
(0.3)
2.0
1.3
20D.
Bonuses and Share-based Compensation Benefits
All options refer to options over ordinary shares of RungePincockMinarco Limited, which are exercised on a one-
for-one basis under the ESOP Plan.
The assessed fair value at grant date of options granted to the individuals is allocated equally over the period
from grant date to vesting date, based on an estimate of the number of options likely to vest, and the amount is
included in the remuneration tables above. Fair values at grant date are determined using Trinominal Lattice and
Hoadley’s Hybrid models that take 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. Model inputs for options granted during the year are disclosed in note 24 in the
financial report.
Details of options over ordinary shares in the Company provided as remuneration to each director and each of
the KMP’s and the Group are set out below. When exercisable, each option is convertible into one ordinary share
of RungePincockMinarco Limited. Further information on the options is set out in note 24 to the financial
statements.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |18
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DIRECTORS’ REPORT
20.
Remuneration Report - Audited (Continued)
20D.
Bonuses and Share-based Compensation Benefits (Continued)
Number of options
granted during the year
Number of options
vested during the year 2
Value of options at
grant date 1
$
-
-
-
-
-
44,640
50,220
22,320
122,760
A Brackin
Dr I Runge
R Walker
R Mathews
K Wallis
M Kochanowski
J O’Neill
C Halliday
P Baudry
1 The value at grant date calculated in accordance with AASB 2 Share-based Payment of options granted during the year as
-
-
-
-
32,399
27,199
16,666
166,666
27,199
-
-
-
-
-
200,000
225,000
100,000
550,000
part of remuneration.
2 Options granted in 2010 vested and were either exercised or expired in September 2014 with an exercise price of $0.57.
Options granted in November 2013 vested in November 2014 with an exercise price of $0.68 cents expiring in November
2018 and to-date no options in this grant have been exercised.
Options granted under the ESOP plan carry no dividend or voting rights until the options vest, are exercised and
converted to ordinary shares whereupon those ordinary shares carry dividend and voting rights consistent with
all other ordinary shares of the Company.
The assessed fair value at grant date of options granted to the individuals is allocated equally over the period
from grant date to vesting date, and the amount is included in the remuneration tables above.
Details of remuneration: Bonuses and share-based compensation benefits
The terms and conditions of each grant of options affecting remuneration in the current or a future reporting
period are as follows:
Grant date
14/12/2010
14/12/2010
14/12/2010
29/05/2012
03/05/2013
26/08/2013
29/11/2013
29/11/2013
29/11/2013
03/03/2015
03/03/2015
03/03/2015
Vesting and exercise
date
31/08/2012
31/08/2013
31/08/2014
1/09/2014
1/09/2014
01/09/2014
30/11/2014
30/11/2015
30/11/2016
03/03/2016
03/03/2017
03/03/2018
Expiry date
30/09/2014
30/09/2014
30/09/2014
31/08/2016
31/08/2016
31/08/2016
29/11/2018
29/11/2018
29/11/2018
03/03/2020
03/03/2020
03/03/2020
Exercise
Price
$
0.57
0.57
0.57
0.40
0.55
0.55
0.68
0.68
0.68
0.59
0.59
0.59
Value per
option at grant date
$0.20
$0.19
$0.19
$0.12
$0.20
$0.10
$0.21
$0.23
$0.25
$0.19
$0.23
$0.25
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |19
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DIRECTORS’ REPORT
20.
Remuneration Report - Audited (Continued)
20D.
Bonuses and Share-based Compensation Benefits (Continued)
Details of options over ordinary shares in the Company provided as remuneration to key management personnel
are shown below. When exercisable, each option is convertible into one ordinary share of RungePincockMinarco
Limited. The vesting conditions are set out in Section 20A.
The table also shows the percentages of the options granted that vested and were forfeited during the year.
Further information on the options is set out in note 24 to the financial statements.
Year
(FY) of
grant
Years in
which
option may
vest
Number of
options
granted
Value of
option at
grant date 1
Number
of
options
vested
during
the year
Veste
d
%
Number
of options
forfeited
during
the year
Value at
date of
forfeiture 2
Forfeited
%
A Brackin
Dr I Runge
R Walker
R Mathews
K Wallis
M Kochanowski
J O’Neill
C Halliday
P Baudry
-
-
-
-
2011
2012
2013
2014
2014
2011
2012
2013
2014
2014
2015
2013
2014
2014
2015
2014
2015
2011
2012
2013
2014
2014
2015
-
-
-
-
2013-2015
2015
2015
2015
2015-2017
2013-2015
2015
2015
2015
2015-2017
2016-2018
2015
2015
2015-2017
2016-2018
2015-2017
2016-2018
2013-2015
2015
2015
2015
2015-2017
2016-2018
-
-
-
-
118,000
150,000
2,800
165,734
50,000
79,000
50,000
33,400
35,000
50,000
200,000
115,000
35,000
50,000
225,000
500,000
100,000
79,000
135,000
33,400
250,000
50,000
550,000
-
-
-
-
$0.19 - $0.20
$0.12
$0.20
$0.10
$0.21 - $0.25
$0.19 - $0.20
$0.12
$0.20
$0.10
$0.21 - $0.25
$0.19 - $0.25
$0.20
$0.10
$0.21 - $0.25
$0.19 - $0.25
$0.21-$0.25
$0.19 - $0.25
$0.19 - $0.20
$0.12
$0.20
$0.10
$0.21 - $0.25
$0.19 - $0.25
-
-
-
-
15,733
-
-
-
16,666
10,533
-
-
-
16,666
-
-
-
16,666
-
166,666
-
10,533
-
-
-
16,666
-
-
-
-
-
13%
-
-
-
33%
13%
-
-
-
33%
-
-
-
33%
-
33%
-
13%
-
-
-
33%
-
-
-
-
-
21,466
150,000
2,800
165,734
-
-
50,000
33,400
35,000
-
-
115,000
35,000
-
-
-
-
-
135,000
33,400
250,000
-
-
-
-
-
-
$1,932
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
58%
100%
100%
100%
-
-
100%
100%
100%
-
-
100%
100%
-
-
-
-
-
100%
100%
100%
-
-
1 The value at grant date calculated in accordance with AASB 2 Share-based Payment of options granted during the year as part of remuneration
2 The value of the options that were granted as part of remuneration and that were forfeited (lapsed) during the year because a vesting condition was not
satisfied was determined at the time of lapsing, but assuming the condition was satisfied.
20E.
Equity Instruments held by Key Management Personnel
No shares were granted as compensation in 2015 (2014: nil). The number of shares and options over shares in
the Company held during the financial year by each Director of RungePincockMinarco Limited and each of the
other key management personnel of the Group, including their personally-related entities, is set out below:
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |20
For personal use only
DIRECTORS’ REPORT
20.
Remuneration Report - Audited (Continued)
20E.
Equity Instruments held by Key Management Personnel (Continued)
(i)
Options
Name
Balance at the
start of the year
Granted as
compensation
Forfeited,
exercised and
expired
Balance at the
end of the year
Vested and
exercisable
A Brackin
Dr I Runge
R Walker
R Mathews
K Wallis 2
M Kochanowski
J O’Neill
C Halliday
P Baudry
(ii)
Ordinary Shares
-
-
-
-
400,000
200,000
200,000
500,000
500,000
-
-
-
-
-
200,000
225,000
100,000
550,000
-
-
-
-
(350,000)
(150,000)
(150,000)
-
(450,000)
-
-
-
-
50,000
250,000
275,000
600,000
600,000
-
-
-
-
16,666
16,666
16,666
166,666
16,666
Balance at
the start of
the year
Sold during
the year
Acquired during the
year (Share Purchase
Plan 5 Sept 2014)
Exercise
of
Options
Acquired during
the year (on
market)
Balance at the
end of the year
Directors
A Brackin
Dr I Runge
927,528
16,310,484
-
-
900,000
R Walker
R Mathews 1
Other key management personnel of the Group
K Wallis 2
M Kochanowski
7,052,003
17,552
69,371
-
-
-
-
25,000
25,000
25,000
25,000
16,666
-
-
-
-
10,000
31,600
2,000
2,216,574
J O’Neill
C Halliday 1
P Baudry
1 Includes 175,560 shares held by R Mathews as trustee under a bare trust arrangement for C Halliday.
2 Number at the date K Wallis ceased being key management personnel.
182,976
31,600
4,000
8,333
-
-
-
-
-
112,450
-
-
770,000
-
-
4,000
274,541
-
1,064,978
16,335,484
925,000
7,847,003
44,218
100,971
10,000
2,491,115
222,909
Details of ordinary shares the Company provided as a result of the exercise of the options by key management
personnel of the Group are set out below. No amounts were unpaid on any shares issued on the exercise of
options.
Date of exercise
Number of shares issued Amount paid per share Value at exercise date 1
Name
K Wallis
M Kochanowski
30/09/2014
30/09/2014
10,000
31,600
P Baudry
1 the value of options was determined as the intrinsic value of the options on that date.
30/09/2014
31,600
$0.57
$0.57
$0.57
900
2,844
2,844
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |21
For personal use only
DIRECTORS’ REPORT
20.
Remuneration Report - Audited (Continued)
20F. Other Transactions with Key Management Personnel
The Group employs the services of Pitcher Partners Chartered Accountants, an entity associated with Ross
Walker. Pitcher Partners received $3,400 (2014: $9,100) for taxation and advisory services. Amount payable at
year end is nil (2014: $3,740).
During the year the Group employed services of Dr Ian Runge to present a training course to a client. The Group
paid $5,000 for the services rendered to Runge International Pty Ltd, an entity associated with Dr Ian Runge.
Aggregate amounts of each of the above types of other transactions with key management personnel of
RungePincockMinarco Limited:
Amounts recognised as direct cost
Rechargeable expenses
Amounts recognised as expense
Professional fees
2014 Annual General Meeting (AGM)
5,000
5,000
3,400
3,400
-
-
9,100
9,100
The Company’s 2014 remuneration report was unanimously adopted by show of hands at 2014 AGM. The
Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
Remuneration report - End
This report is made in accordance with a resolution of the Directors.
Allan Brackin
Chairman
Dated: 12 August 2015
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |22
For personal use only
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
DECLARATION OF INDEPENDENCE BY P A GALLAGHER TO THE DIRECTORS OF
RUNGEPINCOCKMINARCO LIMITED
As lead auditor of RungePincockMinarco Limited for the year ended 30 June 2015, I declare that, to the
best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of RungePincockMinarco Limited and the entities it controlled during the
period.
P A Gallagher
Director
BDO Audit Pty Ltd
Brisbane, 12 August 2015
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050
110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited
by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional
Standards Legislation, other than for the acts or omissions of financial services licensees.
For personal use only
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2015
Notes
2015
$’000
2014
$’000
Revenue from continuing operations
Services
Licence sales
Software maintenance
Other revenue
Revenue
Rechargeable expenses
Net Revenue
Expenses
Amortisation
Depreciation – Other
Depreciation - Brisbane Office
Employee benefits expense
Other employee costs
Office expenses
Professional services
Rent
Restructure and Impairment costs
Travel expenses
Other expenses
Loss before finance costs and income tax
Finance income
Finance costs
Net finance costs
Loss before income tax
Income tax benefit/(expense)
Loss
36,428
15,944
13,701
1,558
67,631
(5,612)
62,019
(1,060)
(1,275)
(1,805)
(44,287)
(772)
(3,146)
(1,318)
(5,948)
(5,680)
(2,112)
(1,835)
(69,238)
(7,219)
523
(173)
350
(6,869)
112
(6,757)
41,462
9,779
12,570
1,420
65,231
(4,794)
60,437
(1,381)
(1,588)
(546)
(43,993)
(979)
(3,141)
(1,625)
(6,740)
(4,459)
(1,714)
(3,191)
(69,357)
(8,920)
110
(244)
(134)
(9,054)
1,703
(7,351)
12
11
11
4
5
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |24
For personal use only
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2015
Notes
2015
$’000
2014
$’000
Loss
Other comprehensive income
Items that may be classified subsequently to profit or loss:
Foreign currency translation differences
Other comprehensive income / (loss), net of tax
Total comprehensive income
Earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
23
23
(6,757)
(7,351)
42
42
(6,715)
(3.9)
(3.9)
(341)
(341)
(7,692)
(5.2)
(5.2)
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |25
For personal use only
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2015
Notes
2015
$’000
2014
$’000
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Work in progress
Current tax receivable
Other assets
Total current assets
Non-current assets
Trade and other receivables
Investments accounted for using the equity method
Property, plant and equipment
Deferred tax assets
Intangible assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Provisions
Current tax liabilities
Other Liabilities
Total current liabilities
Non-current liabilities
Provisions
Deferred tax liabilities
Other Liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Retained earnings
Total equity
7
8
9
10
8
27(c)
11
6
12
13
14
15
14
6
15
16
17
17
22,557
17,449
1,148
105
1,658
42,917
351
26
2,564
8,639
22,257
33,837
76,754
8,003
3,113
73
8,508
19,697
1,953
-
185
2,138
21,835
54,919
69,894
(3,857)
(11,118)
54,919
7,521
11,372
2,700
669
1,464
23,726
386
26
6,361
7,949
23,257
37,979
61,705
5,111
4,951
22
9,501
19,585
1,034
69
982
2,085
21,671
40,034
48,678
(4,283)
(4,361)
40,034
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |26
For personal use only
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2015
Contributed
equity
Reserves
Retained profits
Total equity
$'000
48,678
$'000
(4,283)
$'000
$'000
Balance at 1 July 2014
Loss for the year
Other comprehensive income
Total comprehensive income
Transactions with owners in their capacity as owners
Contributions of equity, net of transaction costs
Employee share options
Balance at 30 June 2015
Balance at 1 July 2013
Loss for the year
Other comprehensive income
Total comprehensive income
Transactions with owners in their capacity as owners
Contributions of equity, net of transaction costs
Employee share options
-
42
42
-
384
384
(4,361)
(6,757)
-
(6,757)
-
-
-
-
-
-
21,216
-
21,216
69,894
(3,857)
(11,118)
48,664
(3,986)
-
-
-
14
-
14
-
(341)
(341)
-
44
44
2,990
(7,351)
-
(7,351)
-
-
-
40,034
(6,757)
42
(6,715)
21,216
384
21,600
54,919
47,668
(7,351)
(341)
(7,692)
14
44
58
Balance at 30 June 2014
48,678
(4,283)
(4,361)
40,034
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |27
For personal use only
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 JUNE 2015
Notes
2015
$'000
2014
$'000
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Finance costs
Restructure costs - Redundancies
Restructure costs – Onerous leases
Make good - Brisbane office
Income taxes refunded
Income taxes paid
Net cash (outflow) / inflow from operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Proceeds from sale of property, plant and equipment
Payments for intangible assets
Net cash outflow from investing activities
Cash flows from financing activities
Contributions of equity
Transaction costs
Net cash inflow/(outflow) from financing activities
14
21
Net increase/(decrease) in cash and cash equivalents held
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
7
66,055
(66,870)
(815)
523
(173)
(1,018)
(1,453)
(988)
846
(532)
(3,610)
(352)
4
(2,559)
(2,907)
21,778
(796)
20,982
14,465
7,521
571
22,557
73,191
(70,350)
2,841
110
(219)
(935)
(510)
-
530
(357)
1,460
(261)
170
(379)
(470)
14
-
14
1,004
6,928
(411)
7,521
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |28
For personal use only
NOTES ON 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.
RungePincockMinarco Limited is a listed public company, incorporated and domiciled in Australia.
The financial report comprises the consolidated entity (“Group”) consisting of RungePincockMinarco Limited
and its subsidiaries.
(a)
Basis of Preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and interpretations issued by the Australian Accounting Standards Board and the Corporations Act
2001. RungePincockMinarco Limited is a for-profit entity for the purposes of preparing the financial
statements.
Compliance with IFRS
The consolidated financial statements of RungePincockMinarco Limited also comply with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Historical cost convention
These financial statements have been prepared under the historical cost convention.
(b)
Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by
RungePincockMinarco Limited as at 30 June 2015 and the results of all controlled entities for the year then
ended. RungePincockMinarco Limited and its controlled entities together are referred to in this financial report
as the “consolidated entity” or the “Group”.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls
an entity when the Group 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 to direct the activities of the entity.
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 the acquisition of subsidiaries by the Group (refer
to note 1(k)).
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.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |29
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
1.
(c)
Summary of Significant Accounting Policies (Continued)
Income Tax
The income tax expense or revenue for the period is the tax payable on the current period’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 income tax is provided in full, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However,
the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither accounting nor
taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the balance sheet date and are expected to apply when the related deferred income
tax asset is realised or the deferred income tax liability is settled.
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 in the
tax jurisdiction in which they arose.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in controlled entities where the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and
tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a
net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
Tax consolidation legislation
RungePincockMinarco Limited and its wholly owned Australian controlled entities have implemented the tax
consolidation legislation.
The head entity, RungePincockMinarco 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, RungePincockMinarco Limited also recognises the
current tax liabilities or assets and the deferred tax assets arising from the 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 or payable to other entities in the Group. Details about the tax funding agreements are
disclosed in note 5.
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.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |30
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
1.
(d)
Summary of Significant Accounting Policies (Continued)
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operational 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 Managing Director.
The assets and liabilities of the Group are regularly reviewed on a consolidated basis but are not regularly
reported to the chief operating decision maker at a segment level. As such this information has not been
included in the Operating Segment note 2.
(e)
i)
Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (‘the functional currency’).
is
The
RungePincockMinarco Limited’s functional and presentation currency.
in Australian dollars, which
statements are presented
consolidated
financial
ii)
Transactions and balances
Foreign currency transactions are initially translated into the functional currency using the exchange
rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are
deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are
attributable to part of the net investment in a foreign operation.
Non-monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined. Translation differences on assets and
liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation
differences on non-monetary assets and liabilities such as equities held at fair value through profit or
loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on
non-monetary assets such as equities whose changes in the fair value are presented in other
comprehensive income are recognized in other comprehensive income.
iii)
Group entities
The results and financial position of all the Group entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet;
income and expenses for each income statement and statement of comprehensive income are
translated at daily exchange rates; and
all resulting exchange differences are recognised in other comprehensive income.
Fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities
of the foreign entities and translated at the closing rate.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |31
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
1.
(f)
i)
Summary of Significant Accounting Policies (Continued)
Revenue Recognition
Sale of licences
Revenue from the sale of licences is recognised when the amount can be reliably measured and all
significant risks and rewards of ownership have been transferred to the buyer. In most cases this
coincides with the transfer of legal title or the passing of possession to the buyer.
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed
as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third
parties.
ii)
Consulting
Revenue from the provision of consulting services is recognised on an accruals basis in the period in
which the consulting service is provided. Revenue from the provision of these services is calculated
with reference to the professional staff hours incurred on each client assignment adjusted for any time
that may not be recoverable.
iii)
Software maintenance
When the outcome of a transaction involving software maintenance can be estimated reliably, revenue
associated with the transaction is recognised on a straight-line basis over the service period.
iv)
Interest revenue
Interest revenue is recognised using the effective interest method. It includes the amortisation of any
discount or premium.
(g)
Trade Receivables
Trade 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 generally due for settlement
within 30 days. They are presented as current assets unless collection is not expected for more than 12 months
after the reporting date.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible
are written off by reducing the carrying amount directly. An allowance for impairment of trade receivables is
established when there is objective evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that
the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments are
considered indicators that the trade receivable may be impaired. The amount of the provision is the difference
between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the
original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of
discounting is immaterial. The amount of the allowance is recognised in other expenses in profit or loss.
Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss.
(h) Work in Progress
Work in progress represents costs incurred and profit recognised on client assignments and services that are in
progress at balance date. Work in progress is valued at net realisable value after providing for any foreseeable
losses.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |32
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
1.
(i)
Summary of Significant Accounting Policies (Continued)
Investments and Other Financial Assets
Equity investments that are held for trading are measured at fair value through profit or loss. For all other
equity investments, the group can make an irrevocable election at initial recognition of each investment to
recognise changes in fair value through other comprehensive income (OCI) rather than profit or loss.
All current investments in equity investments are classified as at fair value through other comprehensive
income. Such investments are initially and subsequently measured at fair value, with the initial fair value being
cost.
Unrealised gains or losses on investments in an equity instrument are recognised in a reserve until the
investment is sold, collected or otherwise disposed of, at which time the cumulative gain or loss is transferred
to the Asset Realisation Reserve.
The Company derecognises an investment in an equity instrument when it is sold or it transfers the investment
and the transfer qualifies for derecognition in accordance with AASB 9. Upon derecognition, unrealised
gains/losses net of tax relating to the investment are transferred from the revaluation reserve to the realisation
reserve.
Interest bearing investments are recognised initially at fair value and are subsequently measured at amortised
cost. Amortised cost is calculated with any difference between cost and redemption value being recognised in
the statement of comprehensive income over the period of the investment on an effective interest basis.
(j)
Leases
Leases of property, plant and equipment, where the Group as lessee has substantially all the risks and rewards
of ownership, are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair
value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding
rental obligations, net of finance charges, are included in other short-term and long-term borrowings. Each
lease payment is allocated between the liability and finance cost.
The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate
of interest on the remaining balance of the liability for each period. The property, plant and equipment
acquired under finance leases is depreciated over the shorter of the asset’s useful life and the lease term.
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as
lessee are classified as operating leases. Payments made under operating leases (net of any incentives received
from the lessor) are charged to the profit or loss on a straight line basis over the period of the lease.
Lease income from operating leases where the Group is a lessor is recognised in income on a straight line basis
over the lease term.
(k)
Business Combinations
The acquisition method of accounting is used to account for all business combinations, including business
combinations involving entities or businesses under common control, regardless of whether equity instruments
or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair
values of the assets transferred, the liabilities incurred and the equity interests issued by the Group.
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.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |33
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
1.
Summary of Significant Accounting Policies (Continued)
(k)
Business Combinations (Continued)
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values
at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling
interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the
acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the
acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share
of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of
the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed,
the difference is recognised directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental
borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier
under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial
liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
(l)
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 of disposal 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 which are largely independent of the cash inflows from other assets or
groups of assets (cash generating units). Non-financial assets other than goodwill that suffered an impairment
are reviewed for possible reversal of the impairment at each reporting date.
(m)
Cash and Cash Equivalents
For cash flow statement presentation purposes, cash and cash equivalents include 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 converted to known amounts of cash and which are subject to an insignificant
risk of changes in value and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities
on the consolidated statement of financial position.
(n)
Property, Plant and Equipment
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure
that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight line basis to
write off the net cost of each item of property, plant and equipment over its estimated useful life to the
consolidated entity, or in case of lease hold improvements, the shorter lease term. Estimates of remaining
useful lives are made on a regular basis for all assets.
The estimated useful lives for plant and equipment is ranging between 2 and 20 years.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |34
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
1.
Summary of Significant Accounting Policies (Continued)
(n)
Property, Plant and Equipment (Continued)
Gains and losses on disposals are determined by comparing proceeds with the carrying amount of the assets.
These are included in profit or loss.
(o)
i)
Intangible Assets
Software developed or acquired for sales and licensing
Research expenditure is recognised as an expense as incurred. Costs incurred on development projects
(relating to the design and testing of new areas of products) are recognised as intangible assets when it
is probable that the project will, after considering its commercial and technical feasibility, be completed
and generate future economic benefits and its costs can be measured reliably. The expenditure
capitalised comprises all directly attributable costs, including costs of materials, services, direct labour
and an appropriate proportion of overheads. Other development expenditures that do not meet these
criteria are recognised as an expense as incurred. Development costs previously recognised as an
expense are not recognised as an asset in a subsequent period. Capitalised development costs and
acquired software are recorded as intangible assets and amortised from the point at which the asset is
ready for use on a straight line basis over its useful life, which varies from three to five years.
ii)
Software – internal management systems
Software licences used in internal management systems, whether acquired or internally developed are
stated at cost less amortisation. They are amortised on a straight line basis over the useful life from 2.5
to 5 years.
iii)
Patents and trademarks
Costs associated with patents and trademarks are expensed as incurred.
iv)
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/business at the date of acquisition. Goodwill on
acquisition is included in intangible assets. Goodwill is not amortised. Instead, goodwill is tested for
impairment annually or more frequently if events or circumstances indicate that it might be impaired
and is carried at cost less accumulated impairment losses.
Goodwill is allocated to cash generating units for the purposes of impairment testing. The allocation is
made to those cash generating units or groups of cash generating units that are expected to benefit
from business combination in which goodwill arose, identified according to operating segments or
components of operating assets (note 2).
(p)
Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |35
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NOTES ON THE FINANCIAL STATEMENTS
1.
(q)
Summary of Significant Accounting Policies (Continued)
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest
method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the
extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred
until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility
will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period
of the facility to which it relates.
Borrowings are removed from the statement of financial position when the obligation specified in the contract
is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has
been extinguished or transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.
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 sheet date.
(r)
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.
(s)
i)
Employee Benefits
Short term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave
expected to be settled within 12 months after the end of the period in which the employees render the
related service are recognised in respect of employees' services up to the end of the reporting period and
are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual
leave and long service leave is recognised in the provision for employee benefits.
Other long-term employee benefit obligations
The liability for long service leave and other benefits which is not expected to be settled within 12 months
after the end of the period in which the employees render the related service is recognised in the
provision for employee benefits and measured as the present value of expected future payments to be
made in respect of services provided by employees up to the end of the reporting period using the
projected unit credit method. 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 end of the reporting period on national government bonds with terms to
maturity and currency that match, as closely as possible, the estimated future cash outflows.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an
unconditional right to defer settlement for at least twelve months after the reporting period, regardless of
when the actual settlement is expected to occur.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |36
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
1.
(s)
ii)
Summary of Significant Accounting Policies (Continued)
Employee Benefits (Continued)
Bonus plans
The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that
takes into consideration the profit attributable to the Company’s shareholders after certain adjustments.
The Group recognises a provision where contractually obliged or where there is a past practice that has
created a constructive obligation.
Liabilities for bonus plans are expected to be settled within 12 months and are measured at the amounts
expected to be paid when they are settled.
iii)
Superannuation
The Group has a defined contribution superannuation plan for its eligible employees. Contributions to
the defined contribution fund 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 future
payments is available.
iv)
Share-based payments
Share-based compensation benefits are provided to employees via the RungePincockMinarco Limited
employee share option plan (ESOP) and an employee share purchase plan. Information relating to these
schemes is set out in note 24.
The fair value of options granted under the ESOP is recognised as an employee benefit expense with a
corresponding increase in equity. The total amount to be expensed is determined by reference to the fair
value of the options granted, which includes any market performance conditions, but excludes the impact
of any service and non-market performance vesting conditions. Non-market vesting conditions are
included in assumptions about the number of options that are expected to vest. The total expense is
recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting conditions. It recognises the impact of the
revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
(t)
Value Added Taxes (Including Goods and Services Tax)
Revenues, expenses and assets are recognised net of the amount of Value Added Tax (VAT), except where the
amount of VAT is not recoverable from the relevant tax authority. In these circumstances the VAT is recognised
as part of the cost of acquisition of the asset or as part of the item as expense.
Receivables and payables are stated with the amount of VAT included. The net amount of VAT recoverable
from, or payable to, the relevant tax authority is included as a current asset or liability in the consolidated
statement of financial position.
Cash flows are presented on a gross basis. The VAT components of the cash flows arising from investing and
financing activities which are recoverable from, or payable to, the relevant tax authority are classified as
operating cash flows.
(u)
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 the proceeds.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |37
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NOTES ON THE FINANCIAL STATEMENTS
1.
(v)
i)
Summary of Significant Accounting Policies (Continued)
Earnings per Share
Basic earnings per share
Basic earnings per share is calculated by dividing:
the profit attributable to owners of the Company, excluding any costs of servicing equity other than
ordinary shares
by the weighted average number of ordinary shares outstanding during the financial year.
ii)
Diluted earnings per share
Dilutive earnings per share adjusts the figures used in 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
the weighted average number of additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
(w)
Financial Guarantee Contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The
liability is initially measured at fair value and subsequently at the higher of the amount determined in
accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets and the amount initially
recognised less cumulative amortisation, where appropriate.
(x)
Rounding of Amounts
The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that
Class Order amounts in the financial report and Directors’ report have been rounded off to the nearest
thousand dollars, unless otherwise stated.
(y)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(z)
Critical Accounting Estimates and Significant Judgments
The preparation of the financial report in conformity with Australian Accounting Standards requires the use of
certain critical accounting estimates. It also requires management to exercise judgment in the process of
applying the accounting policies. The notes in the financial statements set out areas involving a higher degree
of judgment or complexity, or areas where assumptions are significant to the financial report such as:
intangible assets, including goodwill (note 12),
impairment of receivables (note 8, 22(a) and note 1(g)),
deferred tax assets (note 6).
Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including reasonable expectations of future events. Management believes the estimates used in preparation of
the financial report are reasonable.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |38
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
1.
Summary of Significant Accounting Policies (Continued)
(aa)
Parent Entity Financial Information
The financial information for the parent entity, RungePincockMinarco Limited, disclosed in note 26 has been
prepared on the same basis as the consolidated financial statements, except as set out below:
(i)
Investments in subsidiaries
Investment in subsidiaries are accounted for at cost in the financial statements of RungePincockMinarco
Limited.
(bb) New Accounting Standards and Interpretations Not Yet Adopted
Relevant accounting standards and interpretations that have recently been issued or amended but are not yet
effective and have not been adopted for the annual reporting period ended 30 June 2015, are as follows:
(i)
IFRS 15 Revenue from Contracts with Customers
This standard and its consequential amendments are currently applicable to annual reporting periods beginning
on or after 1 January 2018. This standard requires recognised revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. This means that revenue will be recognised when control of goods or
services is transferred, rather than on transfer of risks and rewards as is currently the case under IAS 18 Revenue.
The Group has not yet evaluated the impact adoption of this standard will have
(cc)
New and amended standards adopted by the Group
The Group has applied the following standards and amendments for the first time for their annual reporting
period commencing 1 July 2014:
AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets;
and
AASB 2014-1 Amendments to Australian Accounting Standards
The adoption of these standards did not have any material impact on the current or any prior period and is not
likely to materially affect future periods.
Early adoption of standards
The Group has not elected to apply any pronouncements before their operative date.
2.
Operating Segments
Operating segments are reported in a manner consistent with the internal reporting provided to the CEO in
order to make decisions about resource allocations and to assess performance of the Group. The reports are
split into functional divisions: Software Division, Advisory Division and GeoGAS.
Software Division provides all of the Group’s Software offerings, including maintenance (support), training and
implementation services to mining companies.
Advisory Division provides consulting and advisory services which cover technical and economic analysis and
assessment of mining activities and resources on behalf of mining companies, financial institutions, customers
of mining companies (e.g. coal fired electricity generators), lessors and potential lessors of mineral rights to
mining companies, government departments and agencies and suppliers to mining companies and projects.
GeoGAS provides services to coal mining clients in respect of gas content testing and relevant consulting
services. Segment revenue, expenses and results include transfers between segments. Such transfers are priced
on an “arms-length” basis and are eliminated on consolidation.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |39
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NOTES ON THE FINANCIAL STATEMENTS
2.
Operating Segments (Continued)
Information about reportable segments
2015
2014
Software
Division
Advisory
Division
GeoGAS
Total
Software
Division
Advisory
Division
GeoGAS
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Revenue
External Sales
Inter-segment sales
Total Revenue
Inter-segment expenses
Rechargeable expenses
Net revenue
Total Expenses
36,803
1,739
38,542
(1,163)
(1,200)
36,179
25,223
1,171
26,394
(1,864)
(4,250)
20,280
4,222
125
4,347
(8)
(162)
4,177
66,248
3,035
69,283
(3,035)
(5,612)
60,636
29,215
1,281
30,496
(785)
(868)
28,842
30,224
4,669
802
31,026
(1,281)
(3,825)
25,921
4,669
(17)
(101)
4,551
64,108
2,083
66,191
(2,083)
(4,794)
59,314
(19,253)
(19,389)
(2,929)
(41,571)
(17,634)
(24,528)
(3,480)
(45,642)
Software Development
Segment profit/(loss)
(7,734)
9,192
-
891
-
1,248
(7,734)
11,331
(5,918)
5,290
-
-
(5,918)
1,393
1,071
7,754
Reconciliation of segment profit to reported net profit:
Segment result
Adjustments:
Foreign exchange gains/(losses)
Employment benefits – corporate and IT
Other unallocated costs – corporate and IT
Restructure and impairment costs
Depreciation and amortisation
Net finance costs
Unallocated income
Loss before income tax
Income tax benefit
Net loss
Geographical Information
2015
$'000
2014
$'000
11,331
7,754
713
(4,454)
(5,659)
(5,680)
(4,140)
350
670
(6,869)
112
(6,757)
(363)
(3,859)
(5,601)
(4,459)
(3,515)
(134)
1,123
(9,054)
1,703
(7,351)
Segment revenue is based on the geographical location of customers and segment assets are based on the
geographical location of the assets.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |40
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NOTES ON THE FINANCIAL STATEMENTS
2.
Operating Segments (Continued)
2015
2014
Revenues
$’000
Non-current
assets1
$’000
Revenues
$’000
Non-current
assets1
$’000
Australia
Asia
Americas
Africa & Europe
Operating Segment
Unallocated Revenue
Foreign Exchange Gains
Reported
1Excludes financial instruments and deferred tax assets.
3.
Loss Before Income Tax
26,542
14,388
14,285
11,033
66,248
670
713
24,472
361
154
211
25,198
-
-
20,993
18,735
15,171
9,209
64,108
1,123
-
27,517
424
1,787
302
30,030
-
-
67,631
25,198
65,231
30,030
Loss before income tax includes the following specific expenses / (income)
Defined contributions superannuation expense – related party
Rental expense relating to operating leases - Minimum lease payments
Foreign exchange (gains) / losses
4.
Restructure and Impairment Costs
2015
$'000
2014
$'000
2,118
6,900
(713)
2,510
6,649
363
In 2015 the Group continued a program of cost reduction and restructuring initiatives to better align the
business with the change in the operating environment. The costs incurred in these activities include:
Impairment costs:
Goodwill – Advisory Division
Plant and Equipment – Sydney Office Fitout
Other Restructure costs:
Employment termination costs
Onerous lease obligations
Other closure costs
2,500
711
3,211
1,206
1,203
60
2,469
5,680
3,000
-
3,000
933
488
38
1,459
4,459
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |41
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NOTES ON THE FINANCIAL STATEMENTS
5.
Income Tax Benefit
Tax Recognised in profit or loss
Income tax expense
Current tax
Deferred tax
Adjustments to prior periods
Income tax benefit
Numerical reconciliation of income tax expense to prima facie tax
Loss before income tax
Tax at the Australian tax rate of 30% (2014: 30%)
Tax effect of amounts which are not taxable/(deductible)
in calculating taxable income:
Attributed income
Non-deductible expense/non-assessable income
Research and development deduction
Unutilised foreign tax credits
Unrecognised deferred tax assets
Difference in overseas tax rates
Foreign Exchange movements
Over/(under) provision in prior years
Income tax benefit
Tax consolidation legislation
2015
$'000
2014
$'000
(556)
603
65
112
(6,869)
2,061
(19)
377
400
(167)
(2,879)
(227)
18
256
65
112
(360)
1,415
648
1,703
(9,054)
2,716
(7)
(925)
351
(11)
(1,062)
1,062
(7)
648
1,703
RungePincockMinarco Limited and its wholly-owned Australian controlled entities implemented the tax
consolidation regime from 13 March 2007. On adoption of the tax consolidation legislation, the entities in the
tax consolidated Group entered into a tax sharing agreement which, in the opinion of the Directors, limits the
joint and several liabilities of the wholly-owned entities in the case of a default by the head entity,
RungePincockMinarco Limited.
The entities have also entered into a tax funding agreement under which the wholly-owned entities fully
compensate RungePincockMinarco Limited for any current tax payable assumed and are compensated for any
current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are
transferred to RungePincockMinarco Limited under the tax consolidated legislation. The funding amounts are
determined by reference to the amounts recognised in the wholly-owned entities’ financial statements.
Significant Estimates – Deferred Tax Assets
An assessment of the recoverability of the net deferred tax assets has been made to determine the carrying
value. Completion of restructure in Australia significantly lowers the Company’s cost base and it is expected to
have taxable profits in the future. At each reporting period, the recoverability of the net deferred tax assets will
be reassessed. This may lead to the recognition of this unrecognized tax benefit in future reporting periods.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |42
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NOTES ON THE FINANCIAL STATEMENTS
Deferred Tax Assets and Liabilities
6.
Deferred tax assets and liabilities are attributable to the following:
Provision for impairment of receivables
Employee benefits provision
Lease incentive liabilities
Tax loss
Unearned income
Accrued expenses
Share capital raising costs
Financial assets at fair value
Intangibles
Work in progress
Property, plant and equipment
Prepayments
Unrealised foreign exchange
Other deferred tax liabilities
Deferred tax assets
Deferred tax liabilities
Net Deferred tax assets
Movements
Balance at 1 July
Recognised in profit or loss
Recognised in other comprehensive income
Recognised in equity
Reclassified from current
Over/(under) provision in prior years
Balance at 30 June
Unrecognised deferred tax assets
Foreign tax credits
Tax losses
Capital losses
Deductible temporary differences
Unrecognised deferred tax assets
Unrecognised gross temporary differences
2015
$'000
195
1,846
611
4,628
490
162
259
3
1,319
(36)
(39)
(234)
(528)
(37)
8,639
-
8,639
7,880
603
70
234
-
(147)
8,639
2014
$'000
277
1,228
1,350
5,398
465
29
112
3
(310)
(27)
(389)
(212)
(15)
(29)
7,949
(69)
7,880
5,907
1,415
-
(61)
76
543
7,880
298
3,124
485
1,811
5,719
23,428
270
877
485
1,086
2,718
10,494
The group has derecognised deferred tax assets in its subsidiaries located in China, Russia, Chile, Brazil and
USA because it is not probable that sufficient future taxable profit will be available. Foreign tax credits will
expire in 2017. Capital losses do not expire, however, it is not probable that the Group would generate
capital gains to utilise the benefit. Deductible temporary differences for have not been recognised because it
is not probable that sufficient future taxable profit will be available.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |43
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NOTES ON THE FINANCIAL STATEMENTS
7.
Cash and Cash Equivalents
Cash at bank
Deposits
8.
Trade and Other Receivables
Current
Trade receivables
Provision for impairment of receivables
Other receivables
Non-current
Other receivables and deposits
9.
Work in Progress
Work in progress
10.
Other Assets
Prepayments
11.
Property, Plant and Equipment
Plant and equipment - at cost
Less: accumulated depreciation
Balance at 1 July
Exchange differences
Additions
Impairment
Disposals
Depreciation*
Balance at 30 June
Note
2015
$'000
2014
$'000
8,939
13,617
22,557
19,356
(1,909)
17,447
2
17,449
351
351
4,935
2,586
7,521
12,500
(1,336)
11,164
208
11,372
386
386
1,148
2,700
1,658
1,464
6,652
(4,088)
2,564
6,361
52
352
(711)
(411)
(3,080)
2,564
17,766
(11,405)
6,361
8,200
(26)
672
-
(351)
(2,134)
6,361
4
* Depreciation charge includes accelerated depreciation for the Brisbane office fitout and make good of $1,487,000 (2014:
$227,000) following a decision by the Company to move its Brisbane Head office. Total depreciation for the Brisbane office
was $1,805,000 (2014: $546,000 and 2013: $319,000).
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |44
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NOTES ON THE FINANCIAL STATEMENTS
12.
Intangible Assets
Software for sale and licensing – at cost
Less: accumulated amortisation
Software for internal use – at cost
Less: accumulated amortisation
Customer relationships and contracts – at cost
Less: accumulated amortisation
Goodwill – at cost
Less: impairment losses
2015
$'000
2014
$'000
5,459
(2,141)
3,318
4,598
(4,191)
407
-
-
-
24,764
(6,232)
18,532
22,257
5,756
(4,432)
1,324
7,001
(6,100)
901
1,494
(1,494)
-
24,032
(3,000)
21,032
23,257
Software For Sales to
Customers 1
At Cost
$'000
Accumulated
amortisation
$'000
Software For Internal Use
Goodwill
Total
At Cost
$'000
Accumulated
amortisation
Carrying Value
Carrying Value
$'000
$'000
$'000
Balance at 1 July 2014
Additions
Exchange differences
Write-off2
Impairment 3
Amortisation
(2,766)
2,766
(2,494)
2,494
5,756
2,469
-
-
-
(4,432)
7,001
(6,100)
21,032
-
-
90
1
-
-
-
-
-
-
(475)
(2,141)
-
-
4,598
-
(2,500)
(585)
(4,191)
-
18,532
23,257
2,559
1
-
(2,500)
(1,060)
22,257
Balance at 30 June 2015
5,459
Balance at 1 July 2013
Additions
Disposal
Exchange differences
Impairment 2
Amortisation
5,624
132
-
-
-
Balance at 30 June 2014
5,756
(4,040)
6,755
(5,072)
24,066
27,333
-
-
-
-
(392)
(4,432)
219
(3)
30
-
-
-
-
(39)
-
(989)
-
-
(34)
(3,000)
-
7,001
(6,100)
21,032
351
(3)
(43)
(3,000)
(1,381)
23,257
1 Software consists of capitalised development costs.
2 Write-off includes fully amortised software acquired by the group and is no longer utilised in internal use or external
sales.
3 The carrying amount of intangible assets has been reduced to its recoverable amount through recognition of an
impairment loss against goodwill. This loss has been disclosed in note 4.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |45
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
12.
(a)
Intangible Assets (Continued)
Impairment Tests for Goodwill
Goodwill is allocated to the Group's cash generating units (CGUs) according to business unit. A segment level
summary of the goodwill is presented below.
Advisory Division
Software Division
GeoGAS
2015
$'000
4,055
9,556
4,921
18,532
2014
$'000
6,555
9,556
4,921
21,032
(b)
Key assumptions used for value-in-use calculations
In the current and prior years the recoverable amount of the CGUs has been determined by value-in-use
calculations. These calculations were based on the following key assumptions:
Margin1
Growth Rate2
Discount Rate3
Advisory Division
Software Division
2015
7%
50%
2014
14%
49%
2015
2.5%
2.5%
2014
2.5%
2.5%
2015
15%
15%
2014
17%
17%
35%
GeoGAS
1 Budgeted gross margin
2 Weighted average growth rate used to extrapolate cash flows beyond the budget period
3 In performing the value-in-use calculations for each CGU, the group has applied post-tax discount rates to discount the
forecast future attributable post-tax cash flows. The equivalent pre-tax discount rates are disclosed above
3.0%
2.5%
21%
13%
15%
These assumptions have been used for the analysis of each CGU. Cash flows were projected based on approved
financial budgets and management projections over a five year period. Management determined budgeted
gross margin based on past performance and its expectations for the future. The weighted average growth rates
used are consistent with forecasts included in industry reports. The discount rates used reflect specific risks
relating to the relevant segments.
(c)
Impairment charges
Based on the above assumptions and calculations, an impairment of $2,500,000 (2014: $3,000,000) has been
applied to goodwill in the Advisory division as the carrying amount of goodwill exceeded its recoverable
amount.
(d)
Impact of possible changes in key assumptions
Impairment calculations for GeoGAS and Software divisions are not sensitive to major changes in key
assumptions.
Sensitivity of value in use calculations for the Advisory Division would result in further impairment summarised
below:
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |46
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
12.
(d)
Intangible Assets (Continued)
Impact of possible changes in key assumptions (Continued)
Assumption
Margin
Growth Rate
Discount Rate
13.
Trade and Other Payables
Current
Trade payables
Other payables and accruals
Provisions
14.
Current
Make good obligations *
Onerous sublease contracts
Employee benefits
Non-current
Make good obligations
Onerous sublease contracts
Employee benefits
* During the year the Group settled in cash its make good obligations for the Brisbane Head office.
15.
Other Liabilities
Current
Unearned income - software maintenance
Unearned income - consulting and other
Property lease incentives and straightlining
Non-current
Change
Basis points
Impact on
impairment
$'000
-100
-100
+100
104
796
1,043
2015
$'000
2014
$'000
2,507
5,496
8,003
31
620
2,462
3,113
343
897
713
1,953
6,787
1,691
30
8,508
2,066
3,045
5,111
1,105
1,242
2,604
4,951
353
-
681
1,034
6,053
2,515
933
9,501
Property lease incentives and straightlining
185
983
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |47
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
16.
Contributed Equity
Share capital
2015
Number
2014
Number
2015
$'000
2014
$'000
Ordinary shares
- fully paid
177,653,062
141,380,950
69,894
48,678
Movements in Share Capital:
Date
30/06/2013
Balance
Exercise of employee options at $0.57 per share
Costs of issue
30/06/2014
Balance
Placement at $0.60 per share
Costs of issue
Share Purchase Plan at $0.60 per share
Costs of issue
Exercise of Options at $0.57 per share
Costs of issue
30/06/2015
Balance
Ordinary Shares
Ordinary shares
Number
$’000
141,345,216
48,664
35,734
-
141,380,950
35,000,000
1,106,512
-
165,600
20
(6)
48,678
21,000
(509)
664
(30)
94
(3)
177,653,062
69,894
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in
proportion to the number of and amounts paid on the shares held. On a showing of hands every holder of
ordinary shares present at a meeting, in person or by proxy, is entitled to one vote and upon a poll each share is
entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of
authorised capital.
Options
Information relating to the RungePincockMinarco Employee Share Option Plan (ESOP), including details of
options issued, exercised and lapsed during the financial year and options outstanding at the end of financial
year, is set out in note 24.
Capital Risk Management
The Group’s objectives when managing capital include safeguarding the ability to continue as a going concern,
so they continue to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
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 Group does not
have any externally imposed capital requirements.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |48
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
16.
Contributed Equity (Continued)
Consistent with the industry practice, the Group monitors capital on the basis of the gearing ratio. This ratio is
calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘borrowings’
and ‘trade and other payables’ as shown in the consolidated statement of financial position) less cash and cash
equivalents. Total capital is calculated as ‘equity’ as shown in the statement of financial position plus net debt.
The gearing ratios at 30 June 2015 and 30 June 2014 were as follows:
Total borrowings, trade and other payables
Less: cash and cash equivalents
Net (cash) / debt
Total equity
Total capital
Gearing ratio
17.
Reserves and Retained Profits
Reserves
Share-based payments (i)
Foreign currency translation (ii)
Financial assets revaluation reserve (iii)
Revaluation surplus
Reserve arising from an equity transaction (iv)
Nature and Purpose of Reserves
(i)
Share-based payments
Notes
7
2015
$'000
8,003
(22,557)
(14,553)
54,919
40,366
n/a
2014
$'000
5,111
(7,521)
(2,410)
40,034
37,624
n/a
1,125
(1,846)
(1,601)
18
(1,553)
(3,857)
741
(1,888)
(1,601)
18
(1,553)
(4,283)
The fair value of options issued to employees is recognised as an employment cost during the option vesting
period with corresponding increase in equity recognised in this reserve.
(ii)
Foreign currency translation
Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency
translation reserve, as described in accounting policy note 1(e).
(iii) Financial assets revaluation reserve
Changes in the fair value of investments are recognized in equity securities in other comprehensive income.
These changes are accumulated in a separate reserve within equity. The entity has a policy on transferring
amounts from this reserve to an asset realization reserve.
(iv) Reserve arising from an equity transaction
Arose from the acquisition of an additional interest in the controlled entity, MRM Mining Services (Pty) Ltd.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |49
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
17.
Reserves and Retained Profits (Continued)
Movement in Reserves
Share-based payments
2015
$'000
2014
$'000
Foreign Currency
Translation
2015
$'000
2014
$'000
741
384
-
-
1,125
697
44
-
-
741
(1,888)
-
-
42
(1,846)
(1,547)
-
-
(342)
(1,889)
Balance at 1 July
Options expensed
Income tax
Foreign currency translation
Balance at 30 June
There were no other movements in reserves in 2015 and 2014.
Retained Profits
Balance at 1 July
Net profit / (loss) for the year
Balance at 30 June
18.
Dividends
Fully paid ordinary shares
2015
$'000
2014
$'000
(4,361)
(6,757)
(11,118)
2,990
(7,351)
(4,361)
Cents per share
Total
2015
Cents
2014
Cents
2015
$'000
2014
$'000
-
-
-
-
No dividend was declared in respect of the current financial year.
19.
Remuneration of Auditors
During the year the following fees were paid or payable for services provided by the auditors of the Group, its
related entities, its network forms and unrelated firms.
Audit services - Audit and review of the financial reports:
2014
2015
Auditor of the parent entity:
BDO Audit Pty Ltd
Auditors of subsidiaries:
PKF Malaysia (unrelated firm)
BDO South Africa (network firm)
BDO Hong Kong (network firm)
BDO Indonesia (network firm)
Unistar – Mongolia (unrelated firm)
$
$
159,445
157,000
-
25,335
21,006
17,250
4,423
977
21,336
17,787
14,650
3,058
227,459
214,808
During the year the company related to the Auditor of the parent entity BDO (QLD) Pty Ltd provided the
following services and received the following fees:
Preparation of Income tax return and other taxation services
5,600
-
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |50
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
20.
(a)
Commitments
Non-cancellable Operating Leases
The Group leases various offices under non-cancellable operating leases expiring within one to seven years. The
leases have varying terms, escalation clauses and renewal rights. On renewal the terms of the lease are
generally renegotiated. Excess office space is sub-let to third parties also under non-cancellable operating
leases.
Commitments for minimum lease payments in relation to non-cancellable operating leases are payable:
2015
$'000
2014
$'000
Within one year
Later than one year but not later than 5 years
Later than 5 years
Commitments not recognised in the financial statements
2,651
6,807
255
9,713
Sub-lease payments
Future minimum lease payments to be received in relation to non-cancellable sub-leases of operating leases:
Within one year
Later than one year but not later than 5 years
194
164
358
21.
Reconciliation of Net Profit to Net Cash Inflow / (outflow) from Operating Activities
Net loss
Depreciation and amortisation
Disposal of property, plant and equipment
Impairment
Deferred tax recognised in equity
Net exchange differences
Employee share options
Change in operating assets and liabilities
Decrease / (increase) in trade and other receivables
Decrease / (increase) in current tax asset
Decrease / (increase) in deferred tax asset
Decrease / (increase) in work in progress
Decrease / (increase) in other assets
Increase / (decrease) in trade and other payables
Increase / (decrease) in provision for impairment of receivables
Increase / (decrease) in other liabilities
Increase / (decrease) in current tax liabilities
Increase / (decrease) in deferred tax liability
Increase / (decrease) in provisions
Net cash inflow / (outflow) from operating activities
(6,757)
4,140
(362)
3,211
(234)
571
384
(6,043)
564
(690)
1,552
(196)
2,892
86
(1,791)
51
(69)
(919)
(3,610)
6,470
9,614
1,312
17,396
174
-
174
(7,351)
3,515
90
3,000
-
247
44
4,541
532
(1,806)
(702)
(38)
(753)
734
94
(89)
(167)
(431)
1,460
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |51
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
22.
Financial Risk Management
The Group has exposure to the following risks from its use of financial instruments:
credit risk;
liquidity risk; and
market risk.
This note presents information about the Group’s exposure to each of the above risks, the objectives, policies
and processes for measuring and managing risk.
The Board of Directors is ultimately responsible for reviewing, ratifying and monitoring systems of internal
controls and risk management. The Board has established an Audit and Risk Committee, which is responsible
for overseeing risk management systems. 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. The Group’s finance division is responsible for development and maintenance of
policies which deal with each type of risk related to use of financial instruments.
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Trade and other receivables 1
Financial liabilities
Trade and other payables 2
1 Loans and receivables
2 At amortised cost
(a)
Credit Risk
2015
$'000
22,557
17,449
40,006
2014
$'000
7,521
11,758
19,279
8,003
5,111
Credit risk is the risk of financial loss to the Group if a customer or a counter party to a financial instrument fails
to meet its contractual obligations and arises principally from the Group’s cash and cash equivalents and its
receivables from customers.
The Group does not require guarantees or collateral of its trade and other receivables. In some foreign regions
the Group works on a prepayment basis to avoid credit risk.
The Group has established an allowance for impairment that represents an estimate of incurred losses in
respect of trade receivables. This allowance is determined based on the specific information regarding
conditions of a particular individual debt. The information regarding the receivables ageing is monitored by
both finance and operations management.
The maximum credit risk exposure of financial assets of the Group is represented by the carrying amounts of
financial assets set out above. The Group had no significant concentrations of credit risk with any single
counterparty or group of counterparties, other than banks or financial institutions.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |52
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
22.
(a)
Financial Risk Management (Continued)
Credit Risk (Continued)
The Group assesses the credit risk by the country where the debt is located. The maximum exposure to credit
risk for trade receivables at the reporting date by geographic region was:
Australia
Americas
Asia
Africa and Europe
2015
$'000
2014
$'000
9,058
3,908
2,010
1,976
3,866
3,887
2,515
1,601
17,449
11,372
As at 30 June 2015, trade receivables of $5,148,000 (2014: $4,815,000) were past due but not impaired. These
relate to a number of independent customers for whom there is no recent history of default. The ageing of the
trade receivables past due at the reporting date but not impaired was:
Past due less than 30 days
Past due between 31-90 days
Past due more than 90 days
The movement in the provision for impairment of trade receivables was as follows:
Balance at 1 July
Provision no longer required
Unearned Income moved to provision
Impairment loss recognised
Effect of foreign exchange
Balance at 30 June
1,154
1,412
2,694
5,148
1,336
(107)
381
193
106
1,909
1,358
1,247
2,210
4,815
602
(12)
(78)
892
(68)
1,336
The provision for impairment of trade receivables in 2015 and 2014 relates to receivables that are past due for
more than 90 days.
(b)
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due without incurring unacceptable losses or risking damage to the Group’s
reputation.
The Group regularly reviews cashflow forecasts, maintains sufficient cash on demand and has unutilised
borrowing facilities disclosed in note 22(c) below.
Contractual maturities of the Group’s financial liabilities, including interest thereon, are as follows:
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |53
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
22.
(b)
2015
Financial Risk Management (Continued)
Liquidity Risk (Continued)
Carrying
amount
Contractual
cash flows
6 mths or
less
6-12 mths
1-2 years
2-5 years
$'000
$'000
$'000
$'000
$'000
$'000
Trade and other payables
8,003
8,003
8,003
2014
Trade and other payables
5,111
5,111
5,111
-
-
-
-
-
-
More
than 5
years
$'000
-
-
The Group manages its exposure to interest rate and foreign currency fluctuations through a policy approved by
the Board of Directors. There are no other significant market risks affecting the Group.
(c)
Market Risk
Currency Risk
The current policy is not to take any forward positions. At 30 June 2015 and 2014 the Group had not entered
into any derivative contracts to hedge these exposures. The Group does not engage in any significant
transactions which are speculative in nature.
As a multinational corporation, the Group maintains operations in foreign countries and as a result of these
activities, the Group is exposed to changes in exchange rates which affect its results of operations and cash
flows.
The Group’s exposure to foreign currency risk at balance date expressed in Australian Dollars was as follows:
2015
Cash and deposits
Trade and other receivables
Trade and other payables
Net balance sheet exposure
2014
Cash and deposits
Trade and other receivables
Trade and other payables
Net balance sheet exposure
USD
$’000
CAD
$’000
ZAR
$’000
Other
$’000
Total
$’000
7,226
4,548
(715)
11,059
2,919
4,672
(661)
6,930
377
241
(42)
576
334
767
(94)
1,007
1,229
846
(228)
1,847
578
1,462
(396)
1,644
827
2,328
(886)
2,269
1,417
573
(729)
1,261
9,659
7,963
(1,871)
15,751
5,248
7,474
(1,880)
10,842
A 10 percent strengthening of the Australian dollar against the above currencies at 30 June 2015 based on
assets and liabilities at 30 June 2015 would have increased/(decreased) equity and profit and loss by the
amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain
constant. The analysis is performed on the same basis for 2014.
2015
2014
Equity
$'000
Profit/(Loss)
$'000
Equity
$'000
Profit/(Loss)
$'000
(547)
(885)
(966)
(118)
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |54
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
22.
(c)
Financial Risk Management (Continued)
Market Risk (Continued)
A 10 percent weakening of the Australian dollar against the above currencies at 30 June 2015 would have had
equal but opposite effect on the above currencies to the amounts shown above.
Interest rate risk
Details of the Group’s borrowing facilities are presented below.
Borrowing
facilities
Currency
Nominal
interest
rate
2015
2014
Maturity
Facility
$’000
Utilised
$’000
Facility
$’000
Utilised
$’000
Bank overdraft
AUD
7.04%
n/a
Loans and Borrowings
Other facilities
Bank guarantee
Bank guarantee
AUD
AUD
2.35%
2.50%
n/a
n/a
-
-
1,800
-
-
-
912
-
5,000
5,000
-
3,112
-
-
-
1,633
In 2015 bank guarantees were secured by the Group’s term deposits. The Australian dollar loan facilities
including the bank guarantee in 2014 were secured by a first registered equitable mortgage over the Group’s
assets, including uncalled capital.
Net Fair Values
(d)
The net fair values of financial assets and liabilities approximate their carrying value. No financial assets or
liabilities are readily traded on organised markets in standardised form.
23.
Earnings Per Share
Basic earnings per share
Diluted earnings per share
Earnings used in Calculating Earnings Per Share
Profit / (loss) attributable to the ordinary equity holders used in calculating
earnings per share
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share
Dilutive options
Weighted average number of ordinary shares used as the
denominator in calculating diluted earnings per share
2015
Cents
(3.9)
(3.9)
2015
$’000
2014
Cents
(5.2)
(5.2)
2014
$’000
(6,757)
(7,351)
174,439
141,353
-
174,439
141,353
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |55
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
24.
Share Based Payments
Tax Exempt Share Plan
The Employee Share Scheme enables the Board to issue up to $1,000 of shares tax free per employee of the
Group each year.
There were no shares issued under the $1,000 Share Purchase Plan in 2015 or 2014.
Eligibility for the tax exempt share plan is approved by the board having regard to individual circumstances and
performance. No directors or key management personnel are eligible for the Tax Exempt Share Plan.
Employee Share Option Plan (ESOP)
The Employee Share Option Plan (ESOP) was approved by the Board of Directors on 5 February 2008, amended
on 7 October 2009, 28 October 2011 and most recently on 29 October 2013 following approval of shareholders
at the Company’s 2013 Annual General Meeting.
Eligible participants of the ESOP include any person who is employed by, or is a director, officer or executive (or
their approved permitted nominee), of the Group and whom the Board or its nominee determines is eligible to
participate in the Option Plan. A permitted nominee includes a company controlled by the employee, a trust in
which the employee has, or may have entitlements or such other entity as approved by the Board. Options are
granted at the discretion of the Board of Directors.
All options under the ESOP are to be offered to eligible employees for no consideration. The offer to the eligible
participant must be in writing and specify amongst other things, the number of options for which the eligible
employee may apply, the period within which the options may be exercised, any conditions to be satisfied
before exercise, the option expiry date and the exercise price of the options, as determined by the Board. The
Board can impose any restrictions on the exercise of options as it considers fit.
The rules of the ESOP plan enable the Board to determine the applicable vesting criteria and to set a timetable
for vesting of options in the offer document, including vesting in tranches over a defined period. The Board has
the discretion on whether or not to set performance hurdles for vesting or to link vesting solely to a defined
service period in order to drive key staff retention and reward longevity of service.
The options may be exercised, in part or full, subject to the employee continuing to be employed at the relevant
vesting dates, by the participant giving a signed notice to the Company and paying the exercise price in full. The
Company will apply for official quotation of any Shares issued on exercise of any options.
The rules of the plan allow the Board to set the exercise price per Option in the offer document.
Subject to the accelerated expiry terms set out in the ESOP plan (explained further below), options will expire
five years after the date of grant subject to the option holder remaining employed by the Group. Unexercised
options will automatically lapse upon expiry. Unless determined otherwise by the Board, in the event of stated
events detailed in the plan, including termination of employment or resignation, redundancy, death or
disablement or in the event of a change of control of an employee’s permitted nominee, unvested options shall
lapse and the expiry date of any vested options will be adjusted in accordance with the accelerated timetables
set out in the ESOP plan rules (subject to the Board’s discretion to extend the term of exercise in restricted
cases).
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |56
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
24.
Share Based Payments (Continued)
Once shares are allotted upon exercise of the options the participant will hold the shares free of restrictions.
The shares will rank equally for dividends declared on or after the date of issue but will carry no right to receive
any dividend before the date of issue. Should the Company undergo a reorganisation or reconstruction of
capital or any other such change, the terms of the options (including number or exercise price or both) will be
correspondingly changed to the extent necessary to comply with the Listing Rules. With this exception, the
terms for the exercise of each Option remains unchanged. In the event of a change of control of the Company,
all options will vest immediately and may be exercised by the employee (regardless of whether the vesting
conditions have been satisfied). A holder of options is not entitled to participate in dividends, a new or bonus
issue of Shares or other securities made by the Company to Shareholders merely because he or she holds
options.
The Options are not transferable, assignable or able to be encumbered, without Board consent and the options
will immediately lapse upon any assignment, transfer or encumbrance, with the exception of certain dealings in
the event of death of the option holder.
The ESOP plan will be administered by the Board which has an absolute discretion to determine appropriate
procedures for its administration and resolve questions of fact or interpretation and formulate terms and
conditions (subject to the Listing Rules) in addition to those set out in the ESOP plan.
The ESOP plan may be terminated or suspended at any time by the Board. The ESOP plan may be amended or
modified at any time by the Board except where the amendment reduces the rights of the holders of options,
unless required by the Corporations Act or the Listing Rules, to correct any manifest error or mistake or for
which the option holder consents. The Board may waive or vary the application of the ESOP plan rules in
relation to any eligible employee at any time.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |57
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
24.
Share Based Payments (Continued)
The vesting conditions attached to the options are set out in the Remuneration Report (20A) of the Directors’
Report.
The number and weighted average exercise prices of share options are as follows:
Grant
date
Vesting
Expiry
Exercise Number Granted
Forfeited
Exercised Weighted Number
date
date
Price
beginning
$
of year
at end
of year
Average
Share
Price
at the exer-
cise date
(60,538)
(70,672)
(32,532)
(53,864)
(36,265)
(41,064)
0.66
0.66
0.66
2015
Options granted to management
14/12/10 31/08/12 30/09/14
14/12/10 31/08/13 30/09/14
14/12/10 31/08/14 30/09/14
29/05/12
1/09/14 31/08/16
3/05/13
1/09/14 31/08/16
26/08/13
1/09/14 31/08/16
29/11/13 30/11/14 29/11/18
29/11/13 30/11/15 29/11/18
29/11/13 30/11/16 29/11/18
19/02/14 19/02/15 19/02/19
19/02/14 19/02/16 19/02/19
19/02/14 19/02/17 19/02/19
31/03/14 31/03/15 31/03/19
31/03/14 31/03/16 31/03/19
31/03/14 31/03/17 31/03/19
31/10/14 31/10/15 31/10/19
31/10/14 31/10/16 31/10/19
31/10/14 31/10/17 31/10/19
3/03/15
3/03/16
3/03/20
3/03/15
3/03/17
3/03/20
3/03/15
3/03/18
3/03/20
0.57
0.57
0.57
0.4
0.55
0.55
0.68
0.68
0.68
0.67
0.67
0.67
0.73
0.73
0.73
0.61
0.61
0.61
0.59
0.59
0.59
131,210
86,396
77,329
1,796,000
578,600
1,539,734
580,987
581,004
581,009
116,666
116,666
116,668
83,333
83,333
83,334
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
33,332
33,334
33,334
- 1,692,308
- 1,692,308
- 1,692,384
(1,796,000)
(578,600)
(1,539,734)
(5,000)
(10,000)
(10,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
6,552,269 5,177,000
(4,068,669)
(165,600)
Weighted average exercise price
0.56
0.59
0.49
0.57
-
-
-
-
-
-
575,987
571,004
571,009
116,666
116,666
116,668
83,333
83,333
83,334
33,332
33,334
33,334
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 1,692,308
- 1,692,308
- 1,692,384
- 7,495,000
0.62
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |58
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
24.
Share Based Payments (Continued)
Grant
Date
Vesting
Expiry
Exercise Number
Granted
Forfeited
Exercised Weighted Number
date
date
Price
beginning
$
of year
Average
at end
Share Price
of year
at the exer-
cise date
2014
Options granted to management
14/12/10 31/08/12 30/09/14
14/12/10 31/08/13 30/09/14
14/12/10 31/08/14 30/09/14
29/05/12
1/09/14 31/08/16
3/05/13
1/09/14 31/08/16
26/08/13
1/09/14 31/08/16
29/11/13 30/11/14 29/11/18
29/11/13 30/11/15 29/11/18
29/11/13 30/11/16 29/11/18
19/02/14 19/02/15 19/02/19
19/02/14 19/02/16 19/02/19
19/02/14 19/02/17 19/02/19
31/03/14 31/03/15 31/03/19
31/03/14 31/03/16 31/03/19
31/03/14 31/03/17 31/03/19
0.57
0.57
0.57
0.4
0.55
0.55
0.68
0.68
0.68
0.67
0.67
0.67
0.73
0.73
0.73
160,278
93,062
93,062
1,956,000
578,600
-
-
-
-
-
- 1,539,734
-
-
-
-
-
-
-
-
-
580,987
581,004
581,009
116,666
116,666
116,668
83,333
83,333
83,334
-
-
(29,068)
(6,666)
(15,733)
(160,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
2,881,002 3,882,734
(175,733)
(35,734)
Weighted average exercise price
0.45
0.63
0.42
0.57
0.61
0.61
-
131,210
86,396
77,329
- 1,796,000
-
578,600
- 1,539,734
-
-
-
-
-
-
-
-
-
580,987
581,004
581,009
116,666
116,666
116,668
83,333
83,333
83,334
- 6,552,269
0.56
-
The weighted average remaining contractual life of share options outstanding at the end of the period was 3.3
years (2014: 2.9 years).
The fair values at grant date for non-market options (EBITA & EPS and Service vesting conditions) were
estimated using a Trinomial Lattice model which defines the conditions under which employees are expected to
exercise their options after vesting in terms of the stock price reaching a specified multiple of the exercise price.
The fair values at grant date for market options (TSR vesting condition) were estimated using a Monte Carlo
simulation and a trinomial tree (Hoadley’s Hybrid Employee Share Option model - outperform index).
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |59
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
24.
Share Based Payments (Continued)
The model inputs for options granted during the 2015, 2014, 2013, 2012 and 2011 financial years included:
Options
with
market
hurdles
Dec
Dec
Nov
2010
2010
2012
with non-market hurdles
May
2013
Aug
2013
Nov
Feb
Mar
Oct
Mar
2013
2014
2014
2014
2015
Fair value of share options at grant date:
Option vesting date
31/08/2012
31/08/2013
31/08/2014
1/09/2014
1/09/2014
1/09/2014
30/11/2014
30/11/2015
30/11/2016
19/02/2015
19/02/2016
19/02/2017
31/03/2015
31/03/2016
31/03/2017
31/10/2015
31/10/2016
31/10/2017
3/03/2016
3/03/2017
3/03/2018
$0.20
$0.19
$0.19
$0.24
$0.25
$0.24
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$0.12
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$0.20
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$0.10
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$0.21
$0.23
$0.25
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$0.22
$0.25
$0.27
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$0.24
$0.27
$0.30
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.21
0.25
0.27
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.19
0.23
0.25
Assumptions:
Share price
Exercise price
Expected volatility
(weighted average
volatility)
Option weighted
average life
Expected dividends
Risk-free interest
rate1
$0.57
$0.57
$0.57
$0.57
$0.40
$0.40
$0.60
$0.55
$0.50
$0.68
$0.65
$0.72
$0.60
$0.56
$0.55
$0.68
$0.67
$0.73
$0.61
$0.59
70%
70%
50%
50% 37.50%
40%
50%
50%
55%
55%
3.8
years
5%
3.8
years
5%
3.8
years
6%
3.3
years
3.50%
3 years
4%
5
years
0%
5
years
0%
5
years
0%
5
years
0%
5
years
0%
5.31%
5.31%
2.60%
2.50%
2.75% 3.44% 3.42% 3.44% 2.81% 1.84%
1 based on government bonds
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |60
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
24.
Share Based Payments (Continued)
The expected price volatility is based on the historic volatility compared to that of similar listed companies and
the remaining life of the options. This has been adjusted to take into consideration the recent extreme market
movements using a mean reversion tendency of volatilities (the concept of volatility returning to normal levels
after going to an extreme).
Employee Benefits expense
Share-based payment expense recognised during the financial year
Options issued under employee option plan
2015
$’000
2014
$’000
384
384
44
44
25. Contingent liabilities and contingent assets
There are no contingent liabilities or contingent assets that require disclosure in the financial report.
26. Parent Entity Disclosures
As at and throughout the financial year ending 30 June 2015 the parent entity of the Group was
RungePincockMinarco Limited.
Summary financial information
The individual financial statements for the parent entity show the following aggregation:
Result of parent entity
Profit/(loss)
Other comprehensive income
Total comprehensive income
Financial position of parent entity at year end
Current assets
Total assets
Current liabilities
Total liabilities
Total equity of the parent entity comprising of:
Issued capital
Share-based Payments Reserve
Revaluation Surplus Reserve
Reserve Arising From an Equity Transaction
Retained profits
Total equity
Contingent liabilities
Contractual commitments for the acquisition or property, plant or equipment
(6,766)
-
(6,766)
31,783
70,923
13,362
15,074
69,894
1,125
18
(600)
(14,588)
55,849
-
-
(7,553)
-
(7,553)
12,392
55,818
10,095
14,802
48,678
741
18
(600)
(7,821)
41,016
-
-
The parent entity has provided guarantees to third parties in relation to the performance and obligations of its
subsidiary, GeoGAS Pty Ltd in respect of property lease rentals. The guarantees are for the terms of the leases
and total $98,000 (2014: $98,000). The periods covered by the guarantees range from two to three years.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |61
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
26.
Parent Entity Disclosures (Continued)
No deficiency of net assets existed in the controlled entities covered by guarantees at 30 June 2015 or 30 June
2014. No liability was recognised by the parent entity in relation to these guarantees, as the fair value of the
guarantee is immaterial.
27. Interests in other entities
(a) Material subsidiaries
The Group’s principal subsidiaries at 30 June 2015 are set out below. All subsidiaries have share capital
consisting solely of ordinary shares that are 100% held directly by the Group, and the proportions of ownership
interests held equals the voting rights held by the Group. The country of incorporation or registration is also
their principal place of business.
Name of entity
GeoGAS Pty Ltd
Runge Indonesia Technology Pty Ltd
Runge Inc
RungePincockMinarco (Canada) Ltd
PT RungePincockMinarco
Runge Asia Ltd
Core Global Mining Solutions Beijing Co. Ltd
RungePincockMinarco LLC
CJSC Runge
MRM Mining Services (Pty) Ltd
Place of
business/incorpo
ration
Australia
Australia
USA
Canada
Indonesia
Hong Kong
China
Mongolia
Russia
Principal Activities
Laboratory Services
Software Sales and Services
Software and Advisory Services
Software Sales and Services
Advisory Services
Advisory Services
Advisory Services
Advisory Services
Software and Advisory Services
South Africa
Software Sales and Services
RungePincockMinarco Limited Latin America Limitada
Runge Servicos de Consultoria do Brasil Ltda
Chile
Brazil
Software Sales and Services
Software Sales and Services
All entities other than GeoGAS Pty Ltd trade as RungePincockMinarco.
(b) Significant Restrictions
Cash and Short term deposits held in Chile, Brazil, South Africa, China, Indonesia, Mongolia and Russia are
subject to local exchange control regulations. These regulation provide restrictions on exporting capital from
those countries other than through normal trading transactions or dividends.
The carrying amount of cash included within the consolidated financial statements to which these restrictions
apply is $3,644,000 (2014: $3,091,000).
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |62
For personal use only
NOTES ON THE FINANCIAL STATEMENTS
27.
Interest in other entities (Continued)
(c) Interests in joint ventures
The Group has a 49% interest in RungePincockMinarco India Pte Ltd, an entity registered in India, which is
accounted for using the equity method. The summary of amounts in the reports for this entity is disclosed
below:
Carrying Amount
Group’s share of:
Profit/(loss) from continuing operations
Other comprehensive income
Total comprehensive income
28. Key Management Personnel Disclosures
(a) Compensation
Short term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
2015
$'000
2014
$'000
26
-
-
-
26
-
-
-
2015
$
3,384,757
131,248
237,790
89,753
3,843,548
2014
$
2,211,530
119,189
-
32,859
2,363,578
(b) Other Transactions with Key Management Personnel
The Group employs the services of Pitcher Partners Chartered Accountants, an entity associated with Ross
Walker. Pitcher Partners received $3,400 (2014: $9,100) for taxation and advisory services. Amount payable at
year end is nil (2014: $3,740).
During the year the Group employed services of Dr Ian Runge to present a training course to a client. The Group
paid $5,000 for the services rendered to Runge International Pty Ltd, an entity associated with Dr Ian Runge.
Aggregate amounts of each of the above types of other transactions with key management personnel of
RungePincockMinarco Limited:
Amounts recognised as direct cost
Rechargeable expenses
Amounts recognised as expense
Professional fees
5,000
5,000
3,400
3,400
-
-
9,100
9,100
29. Events occurring after the reporting period
No matter or circumstance has arisen since 30 June 2015 that has significantly affected the Group’s operations,
results or state of affairs, or may do so in the future years.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |63
For personal use only
DIRECTORS’ DECLARATION
In the directors' opinion:
the attached financial statements and notes thereto comply with the Corporations Act 2001, the
Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements;
the attached financial statements and notes thereto comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board as described in note 1 (a) to the
financial statements;
the attached financial statements and notes thereto give a true and fair view of the consolidated
entity's financial position as at 30 June 2015 and of its performance for the financial year ended on that
date;
the remuneration disclosures included in pages 13 to 22 of the directors’ report (as part of audited
Remuneration Report), for the year ended 30 June 2015, comply with section 300A of the Corporations
Act 2001; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors
Allan Brackin,
Chairman
Dated this 12th day of August 2015
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |64
For personal use only
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
INDEPENDENT AUDITOR’S REPORT
To the members of RungePincockMinarco Limited
Report on the Financial Report
We have audited the accompanying financial report of RungePincockMinarco Limited, which comprises
the consolidated statement of financial position as at 30 June 2015, the consolidated statement
comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, notes comprising a summary of significant accounting
policies and other explanatory information, and the directors’ declaration of the consolidated entity
comprising the company and the entities it controlled at the year’s end or from time to time during the
financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101
Presentation of Financial Statements, that the financial statements comply with International
Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial report. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the company’s
preparation of the financial report that gives a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050
110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited
by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional
Standards Legislation, other than for the acts or omissions of financial services licensees.
For personal use only
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which
has been given to the directors of RungePincockMinarco Limited, would be in the same terms if given
to the directors as at the time of this auditor’s report.
Opinion
In our opinion:
(a) the financial report of RungePincockMinarco Limited is in accordance with the Corporations Act
2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015
and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in
Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 13 to 22 of the directors’ report for the
year ended 30 June 2015. The directors of the company are responsible for the preparation and
presentation of the Remuneration Report in accordance with section 300A of the Corporations Act
2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit
conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of RungePincockMinarco Limited for the year ended 30 June
2015 complies with section 300A of the Corporations Act 2001.
BDO Audit Pty Ltd
P A Gallagher
Director
Brisbane, 12 August 2015
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an
Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form
part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the
acts or omissions of financial services licensees.
For personal use only
CORPORATE GOVERNANCE STATEMENT
Corporate Governance Statement – Year Ended 30 June 2015
The Board and Management consider that it is crucial to the Group’s long term performance and sustainability
and to protect and enhance the interests of the Company’s shareholders and other stakeholders, that it adopts
an appropriate corporate governance framework pursuant to which the Company and its related companies
globally will conduct its operations in Australia and internationally with integrity, accountability and in a
transparent and open manner.
The Company regularly reviews its governance arrangements as well as developments in market practice,
expectations and regulation.
The Company’s Corporate Governance Statement has been approved by the Board of RungePincockMinarco
Limited and explains how the Group addresses the requirements of the Corporations Act 2001, the ASX Listing
‘Corporate Governance Principles and
Rules 2001 and the ASX Corporate Governance Council’s
Recommendations - 3rd Edition’ (the ‘ASX Principles and Recommendations’) and is current as at 30 June 2015.
The Company’s ASX Appendix 4G, which
is a checklist cross-referencing the ASX Principles and
Recommendations to the relevant disclosures in the statement Corporate Governance Statement, the
Company’s 2015 Annual Report and other relevance governance documents and materials on the Company’s
website, are provided
the Company’s website at
http://www.rpmglobal.com/about-us/investor-centre/corporate-governance/. The Company’s Corporate
Governance Statement together with the ASX Appendix 4G and this Annual Report, were also lodged with the
ASX on 13 August 2015.
the corporate governance
section of
in
The Board of the Company strives to meet the highest standards of Corporate Governance, but recognises that
it is also crucial that the Company’s governance framework reflects the current size, operations and industry in
which the Company operates.
The Company has complied with the majority of recommendations of the ASX Principles and Recommendations
with the exception of a few. The Board believes the areas of non-conformance, which are explained in the
Corporate Governance Statement and the ASX Appendix 4G do not materially impact on the Company’s ability
to achieve the highest standards of Corporate Governance, whilst at the same time ensuring the Company is
able to achieve the expectations of its shareholders and other stakeholders.
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |67
For personal use only
SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 31 July 2015.
A.
Distribution of Equity Securities
Analysis of number of equity security holders by size of holding:
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Ordinary Shares
Options
100
217
118
221
101
757
-
2
4
47
17
70
The number of shareholdings held in less than marketable parcels of 925 shares is 82.
B.
Equity Security Holders
The names of the twenty largest holders of quoted equity securities are listed below:
Name
NATIONAL NOMINEES LIMITED
J P MORGAN NOMINEES AUSTRALIA LIMITED
RUNGE INTERNATIONAL PTY LTD
CITICORP NOMINEES PTY LIMITED
PAUA PTY LTD
BNP PARIBAS NOMS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED
UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD
MR STEPHEN JOHN BALDWIN + MRS ANDREA MAREE BALDWIN
MR DAVID BRIAN MELDRUM
THE RIDGE NZ PTY LTD
MS TRACY ROWLANDS
MRS ANDRE JOAN PHILLIPS
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BOND STREET CUSTODIANS LIMITED
MRS DONNA MARGARET LUXTON
MR OLAF WYBERNEIT
MR IAN JAMES LUXTON
Unquoted equity securities
7,665,000 options over unissued shares: for further details see note 24.
Number held
54,487,794
18,751,310
15,810,389
11,257,487
6,552,003
5,457,844
5,042,305
4,101,311
3,757,889
2,778,421
2,642,511
1,900,211
1,295,000
1,245,889
1,173,508
1,146,452
1,128,471
1,123,001
1,009,243
982,934
Percentage
of issued
shares
30.67
10.56
8.90
6.34
3.69
3.07
2.84
2.31
2.12
1.56
1.49
1.07
0.73
0.70
0.66
0.65
0.64
0.63
0.57
0.55
141,643,973
79.75
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |68
For personal use only
SHAREHOLDER INFORMATION
C.
Substantial Holders
The names of the substantial shareholders listed in the holding register are:
Estimated beneficial holdings as at 31 July 2015
IOOF Holdings Limited (Perennial Value)
Ruffer LLP
Runge International Pty Ltd
Accorn Capital Limited
Commonwealth Bank of Australia (Colonial)
Discovery Asset Management Pty Ltd
Northcape Capital Pty Ltd
D.
Voting Rights
Refer to note 16 for voting rights attached to ordinary shares.
Number held
Percentage
22,188,649
20,336,726
16,310,484
11,166,470
11,115,818
11,015,595
8,945,050
12.49
11.45
9.20
6.29
6.26
6.20
5.03
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |69
For personal use only
CORPORATE DIRECTORY
Directors
Allan Brackin
Chairman
Richard Mathews
Managing Director
Dr Ian Runge
Non-executive Director
Ross Walker
Non-executive Director
Company Secretary
Registered Office
Level 2, 295 Ann Street
Brisbane QLD 4000
Ph:
+61 7 3100 7200
Fax: +61 7 3100 7297
Web: www.rpmglobal.com
Auditor
BDO Audit Pty Ltd
Level 10, 12 Creek St
Brisbane QLD 4000
Share Registry
Computershare Investor Services Pty Limited
117 Victoria Street
West End QLD 4101
James O’Neill
Group General Counsel and Company Secretary
Stock Exchange Listing
The Company is listed on the Australian Securities
Exchange Limited (ASX: RUL)
ABN 17 010 672 321
RUNGEPINCOCKMINARCO LIMITED // ANNUAL REPORT 2015 |70
For personal use only
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For personal use only
Level 2, 295 Ann St, Brisbane QLD 4000
P: +61 7 3100 7200 F: +61 7 3100 7297
www.rpmglobal.com
For personal use only