Annual Report
2019 – 2020
Cover: Sydney, New South Wales
This page: Palm Island, Queensland
We acknowledge the Traditional Owners and Custodians of country throughout Australia and their continuing connection to the land, water and community. We pay our Respect to Aboriginal and Torres Strait Island Cultures and Elders past, present and emerging. At SeaLink we are dedicated to
connecting people, linking communities,
sharing experiences, and creating
brilliant memories.
SeaLink Travel Group
Five Year Financial Highlights
Our Global Operations
Our Australian Operations
Community and Sustainability
Chair Report
Review of Operations
Revenue History
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3
4
6
8
10
12
20
Key Results
Directors’ Report
Financial Report
Auditor’s Report
Auditor’s Independence Declaration
Remuneration Report
ASX Additional Information
Corporate Governance
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75
81
82
92
94
Adelaide, South Australia
S E A L I N K T R A V E L G R O U P
SeaLink provides innovative
and efficient transport
solutions that link people and
communities with places and
experiences. With a genuine
care for our customers,
people and the environment,
we believe in delivering safe,
convenient and sustainable
transport that keeps
people connected.
SeaLink Travel Group is Australia’s
largest land and marine tourism and
public transport service provider with
established international operations.
It is one of Australia’s most experienced
and diverse multi-modal transport
businesses, boasting performance-driven
capabilities across ferry, bus and light rail.
The Group is made up of SeaLink marine
and tourism operations and facilities, and
Transit Systems Group, with domestic
and international public transport
contracts, with operations in seven
Australian states and territories, as well
as Singapore and London.
The Group moves more than 280 million
customers per year, has over 8,600
employees and operates approximately
3,500 buses and 80 ferries.
SeaLink is a business with a focus on
innovation, and is leading the way in the
area of sustainable transport and tourism
experiences, with the introduction of
electric buses in Perth
and London underway, an electric bus
trial currently operating in NSW, on
demand services in Sydney, and is part
of the world’s first hydrogen consortium,
the H2OzBus Project. As well as
operating an eco-tourism resort on
the world heritage listed, Fraser Island
and eco experiences and tours in
Queensland and South Australia.
Headquartered in Adelaide since
1989, the business has experienced
a remarkable period of growth, the most
recent example being the acquisition of
Transit Systems Group in January 2020.
Together, SeaLink has emerged as a
leader in both public transport and local
tourism, bringing together Australia’s
most dynamic travel company and a
global transport leader.
Noteably, the Group was awarded
the Brisbane City Council contract for
the CityCat and CityFerry operation in
June 2020, signifying the success of
the acquisition and the union of the
two businesses.
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F I V E Y E A R F I N A N C I A L H I G H L I G H T S
SEALINK TRAVEL GROUP
PERFORMANCE
Total Revenue
Underlying* EBIT
EBIT margin
Underlying* NPAT
Underlying* EPS (basic)
Dividend per share (100% franked)
FINANCIAL STRENGTH
Net assets
NTA per share
Gearing
$m
$m
%
$m
cents
cents
$m
cents
%
2016
176.8
35.3
19.9
23.1
24.4
12.0
137.0
89.0
33
2017
201.4
37.5
18.6
23.6
23.6
14.0
147.7
100.0
31
2018
209.4
33.6
16.0
22.1
21.8
14.5
152.2
101.0
46
2019
251.3
31.5
12.5
23.4
23.0
15.0
157.9
106.0
36
2020
646.5
29.9
4.6
16.4
9.9
11.0
600.2
5.0
31
NET PROFIT/(LOSS) AFTER TAX
$25m
UNDERLYING EARNINGS PER SHARE UNDILUTED
25 cents
$20m
$15m
$10m
$5m
($5m)
($10m)
($15m)
20 cents
15 cents
10 cents
5 cents
FY16
FY17
FY18
FY19
FY20
FY16
FY17
FY18
FY19
FY20
Statutory NPAT
Underlying* NPAT
Underlying* Earnings per share (ave) – undiluted
*Adjusted for significant items for the period ending 30 June 2020 on a pre-AASB 16 basis. This is a non-IFRS measure and has not been audited.
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O U R G L O B A L O P E R A T I O N S
LON DON
LOS AN G EL ES
SI NGAPOR E
DARWI N
PE RTH
ADE LAI DE
TOWNSVI LLE
BRISB AN E
AUCK LAN D
SYDN EY
M EL BOU RN E
HOBART
OU R PU BLIC TRANSPOR T GOVE RN M EN T PARTN E RS
4
LON DON
LOS AN G EL ES
SI NGAPOR E
DARWI N
PE RTH
ADE LAI DE
AUCK LAN D
TOWNSVI LLE
BRISB AN E
SYDN EY
M EL BOU RN E
HOBART
OU R PU BLIC TRANSPOR T GOVE RN M EN T PARTN E RS
8,600
EMPLOYEES
280M
PASSENGERS / YEAR
3,500
BUSES
80
FERRIES
12
CITIES
14
ISLANDS
5
O U R A U S T R A L I A N O P E R A T I O N S
Tiwi Islands
DARWIN
Groote Eylandt
Ferries
Buses
Trams
Tourism
Rottnest
Island
Busselton
Swan River
PERTH
Bunbury
Albany
Kangaroo Island
6
Palm Island
Magnetic Island
TOWNSVILLE
BRIS BANE
Gladstone
Fraser Island
North Stradbroke
Island
South Moreton
Islands
ADELAIDE
Murray
River
SYDNEY
MEL BOURNE
HOBART
Bruny Island
WE STE R N AU STR AL IA
1561 STAFF, 12 VESSELS, 791 BUSES,
20 DEPOTS / PORTS, 10 CONTRACTS
25M PASSENGERS P.A.
VI CTO RI A
270 STAFF, 175 BUSES,
1 DEPOT, 1 CONTRACT
2M PASSENGERS P.A.
SO UTH AUSTR AL IA
Q U E EN S LAN D
1698 STAFF, 5 VESSELS, 24 TRAMS, 863 BUSES,
14 DEPOTS / PORTS, 5 CONTRACTS
33M PASSENGERS P.A.
654 STAFF, 36 VESSELS, 36 BUSES,
13 DEPOTS / PORTS, 8 CONTRACTS
3M PASSENGERS P.A.
N ORTH E R N TE R R ITORY
N E W SO UTH WAL ES
98 STAFF, 4 VESSELS, 38 BUSES,
2 DEPOTS / PORTS, 4 CONTRACTS
2M PASSENGERS P.A.
2132 STAFF, 19 VESSELS, 847 BUSES,
9 DEPOTS / PORTS, 6 CONTRACTS
60M PASSENGERS P.A.
TAS MAN IA
45 STAFF, 4 VESSELS,
2 PORTS, 1 CONTRACT
300,000 PASSENGERS P.A.
AUSTRALIA WI DE
6458 STAFF, 80 VE SS E LS,
2750 BU S ES, 24 TRAM S,
61 D E P OTS / P ORTS ,
35 CO NTR ACTS
125M PASS E N G ER S P.A.
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C O M M U N I T Y A N D S U S T A I N A B I L I T Y
SeaLink’s approach to corporate
social responsibility is through
Diversity, Reconciliation,
Teams, Community and
Sustainability actions.
D IVE R S IT Y
These pillars are important to our people and the communities
S U STAI NAB I L IT Y
R EC O N CI L IATIO N
in which we work and we believe by focusing on these we
will make a positive impact. By providing a safe and satisfying
workplace SeaLink can contribute to a healthier environment,
celebrate diversity, acknowledge our role in reconciliation and
improve regional economic opportunities.
This is a snapshot of some of the initiatives and programs SeaLink
CO M M U N IT Y
TEAM S
Travel Group has embarked on over the past financial year.
DIVERSITY
RECONCILIATION
This year, we revised our Group Diversity and Equity Policy,
SeaLink’s first Reconciliation Action Plan (RAP) was launched
focused on providing equal opportunities to all and fostering
in 2018 to provide a framework for SeaLink Travel Group to
inclusiveness. We believe that our business and the community
support reconciliation and engagement with Aboriginal and Torres
benefits by bringing together talented people of different gender
Strait people, employees and communities. This year SeaLink
and gender identity, sexual orientation, religious beliefs, age,
expanded relationships with traditional owners, Land Councils
ethnicity and cultural backgrounds, disability, marital or parental
and Regional Shire Councils in remote communities including
status, educational background and socioeconomic status.
agreeing to service contracts with the Groote Eylandt Aboriginal
Trust, the Anindilyakwa Land Council, the Palm Island Aboriginal
Shire Council and Quandamooka Yoolooburrabee Aboriginal
Corporation. With the acquisition of the Transit Systems Group,
SeaLink have embarked on renewing our Reconciliation
Action Plan to continue building an organisational culture that
embraces and incorporates recognition, acknowledgement and
understanding of Aboriginal and Torres Strait Islander peoples
and culture.
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TEAMS
Connecting and engaging with our predominantly deskless
workforce has always been a challenge and this year, we
committed to ensuring our entire team – globally, would have
access to information and a digitised employee experience
through a roll out of an employee app over the coming year.
Our focus on the safety and wellbeing of our staff during the last
year has also enabled a significant increase in our employees
capability to work from home and improved the focus on
communication that has improved the integration of our teams
with the acquisition of Transit Systems Group.
COMMUNITY
SUSTAINABILITY
Our significant commitment to the local communities was best
SeaLink has a strong record of innovation and is actively
demonstrated this year when extreme fires burnt more than
pursuing opportunities to deploy hydrogen fuel cell buses in
50% of Kangaroo Island. SeaLink staff, crew and vessels were
Australia and Singapore, supported by the extensive practical
immediately activated to assist with bushfire recovery and
experience gained from operating a fleet of Hydrogen
along with a huge staff volunteer support package more than
Fuel Cell buses in London as part of the Transport for
half-a-million dollars in immediate cash support for the local
London-led Clean Hydrogen in European Cities (CHIC) and
community was provided by SeaLink and its Directors to the
3Emotion projects. The Projects concluded earlier this year
Kangaroo Island’s Mayor’s Bushfire fund.
– after 7 years of successful operation in one of the world’s
In every community where we work, SeaLink has a bespoke
local content plan to capture the needs of the community
and empower our teams on the ground to take pride in the
outcomes. Support for local communities primarily takes the
shape of charitable donations, sponsorship support and the
provision of in-kind services. SeaLink are highly aware of
great cities. In May 2020, we joined forces with strategic
partners Ballard Power Systems, BOC Limited, Palisade
Investment Partners and ITM Power (‘Consortium’), by
signing a memorandum of understanding as a further step in
evaluating and demonstrating the concept of hydrogen fuel
cell electric buses for use in public bus transport in Australia.
our responsibility to local residents and local services.
In NSW, we also celebrated our one-year anniversary of
the Transit Systems’ electric buses in Region 6; part of the
Transport for NSW trial and in Tasmania we undertook a
feasibility project to consider building the new Tasmanian
ferries with electric power systems.
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C H A I R R E P O R T
Dear Shareholders,
It has been a very challenging year for many Australians,
from bushfires over the summer holiday period right the
way through the COVID-19 pandemic which we are still
experiencing. I do want to acknowledge the difficulty
many of our customers are suffering, particularly those
on Kangaroo Island and in Victoria, our broader operating
teams and of course the wider community.
From our perspective we’ve been very focused on doing
what we can, which is to continue running our business as
well as possible, responding and supporting our customers
and making sure that we are consistently executing our
strategy. Overall, our previously communicated strategy
of growth by acquisition of infrastructure like assets has
been well founded and impeccably timed.
The transformational acquisition of the Transit Systems Group
on 16 January 2020 has made the combined operations a
business with a very high proportion of contracted revenue,
high-quality recurring earnings and entrenched competitive
advantages.
The associated capital raising, and debt refinancing was a
monumental achievement for SeaLink and placed us in a
position of financial strength. We have continued our vision and
are building on the strong businesses and opening opportunities
for both companies to continue to lead a diverse land and sea
transport industry. The success of our multi-modal approach
can be seen by the recent winning of new bus contracts in
Western Australia and South Australia, the Brisbane ferry
contract and most recently a ferry contract to Hayman Island.
Our bus businesses have remained strong during this period
with government backed revenue supporting 85% of revenue
from our transport businesses.
Although the pandemic has had a devastating effect on many
of our tourism businesses, our outstanding management team
and the JobKeeper program have allowed us to keep our
teams together and engaged with the company ready for when
conditions recover.
As state borders reopen and consumer confidence grows, we
see good opportunity in the Australian tourism market to return
to strong sustainable earnings in our tourism businesses.
I take this opportunity to again thank our staff who have done
an amazing job adapting and changing our businesses to limit
the effect of the pandemic and seeking new opportunities to
reduce costs and build new revenue opportunities.
Regarding earnings, SeaLink Travel Group Ltd has produced
a Statutory Net Loss After Tax of $13.5 million for the full year.
This is after one-off pre-tax costs of $29.9 million relating to
the acquisition of Transit Systems Group and the impairment
of certain assets and goodwill to reflect their lower utilisation
levels due the coronavirus pandemic. Our Underlying Net Profit
after Tax and before Amortisation was $37.2 million, noting
this only includes five and half months contribution from the
Transit Systems business, is more reflective of our new
business strategy.
Shareholders will receive a 4.5 cents per share final dividend
combined with the interim dividend of 6.5 cents per share,
brings the full year dividend to 11.0 cents per share fully
franked. (2019 15.0 cents). The Board of course considered a
Fraser Island, Queensland
10
range of different scenarios regarding the final dividend.
he final decision is in line with our previous declared guidance
of between 50% to 70% of Underlying NPATA, industry outlook
and future business opportunities.
The economic outlook still remains highly uncertain, however
we at SeaLink feel we are very well positioned for a range of
different economic scenarios. We have a strong balance and
good cashflow, the majority of our earnings is contracted with
government and we have an excellent management team in place.
I am very pleased to acknowledge the appointment of Clint
Feuerherdt as the new Group CEO on 16 January 2020.
Clint was the former head of Transit Systems and brings with
him enormous experience in public transport, government
tendering, business growth and acquisition.
I would like to thank my fellow Board colleagues for their
continued commitment and adding value through offering their
diversity of skills and experience and active participation into
the governance of the Group. A special welcome to our two
new Board members, Neil Smith and Lance Hockridge, both of
whom bring enormous experience to the board. Also thank you
to our retiring Chairman Andrew McEvoy who provided great
support and insight during a period of strong growth.
Finally, I would like to express my thanks to the broader SeaLink
team of more than 8,600 employees all around Australia and
overseas for their hard work and contribution during the year,
and I look forward to our continuing success together.
Jeff Ellison
Chair
SeaLink Travel Group Limited
Clinton Feuerherdt (B.COM (HONS))
Group CEO
Clint joined SeaLink as Group CEO in 2020 following
the acquisition of the Transit Systems Group. Clint
was the CEO of Transit Systems Group for 10 years
and, under his guidance, Transit Systems Australia
was entrusted with more franchised bus service
contracts than any other company in Australia,
growing revenue by over 400%.
In 2012-2013 Clint led the expansion of Transit
Systems Group into the United Kingdom, making
Transit Systems Group the only Australian owned
multinational public transport operator and further
expanding into Singapore in 2015.
Clint has significant experience in managing a large
commuter transport business, developing and
fostering strong government relationships, tendering
for large scale public transport contracts, successful
international growth and a strong focus on employee
and commuter safety and service excellence.
Clint graduated from the University of Queensland
with an Honours Degree in Commerce and was
awarded the University Medal. Clint previously worked
in investment banking.
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R E V I E W O F O P E R A T I O N S
The successful acquisition and integration of the Transit Systems
Group during the 2020 financial year has transformed SeaLink
into an integrated, resilient, international multi-modal contracted
transport business. This has been achieved during a period
of unprecedented external events including overcoming the
challenges and impacts of both the devastating bushfires across
much of Australia during January 2020 and more recently the
COVID-19 pandemic.
The recent easing of restrictions has seen an improvement in
trading from the Marine and Tourism operations as Australians
begin travelling on an intra-state basis and we are well positioned
to capitalise on this increased demand while international borders
remain closed. The unique island destinations that we serve
are very popular with domestic tourists and we have launched
a national travel brand, Brilliant Travels, to promote all of our
destinations through one convenient channel.
The first half of the year was tracking very strongly, with most
marine and tourism operations ahead of forecast at the half-year
point, in what was shaping up to be a very active summer trading
period. The rationalisation and redeployment of vessels in Sydney
placed the New South Wales business in a strong position pre
COVID-19, evidenced by the half-year results in that segment.
During the post COVID-19 period, public commuter bus services
have remained resilient and consistent, providing an essential
service to the community in all geographies. Pleasingly, the Transit
Systems Group performed in line with the acquisition base case,
despite the pandemic. In addition, most of our ferry operations
were well supported by state governments to continue to operate
services to island communities, albeit on reduced frequency and
capacity to comply with restrictions in place.
The integration of the Transit Systems Group has progressed well
during this period. The broadening of the senior management
team has been very timely to enhance the success of navigating
through the pandemic. The new scale of our operations and deep
relationships with government bodies has been a valuable asset
as the effects of the pandemic were managed and cost base
efficiencies were pursued.
We remain focused on building a diverse geographic portfolio of
contracted essential services and leveraging the strong market
position we have in Australia serving a large number of iconic
island destinations.
The Company has prudently decided to move to the lower end
of the stated dividend pay-out range of 50-70% of underlying net
profit after tax and before amortisation and has declared a final
dividend of 4.5 cents per share, down from 8.5 cents in the prior
comparable period. This brings the full year dividend to 11.0 cents
per share, down from 15.0 cents per share last year.
Result Overview
The Company recorded a statutory Net Loss after Tax (NLAT)
of $13.5 million compared to a statutory Net Profit After Tax of
$21.5 million for the year ended June 2019. From a comparative
perspective, the Company reported an underlying Net Profit After
Tax and before Amortisation, excluding the impact of adoption of
the new lease accounting standard AASB 16 ‘Leases’ of $37.2
million compared with $25.3 million in the prior year.
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SeaLink’s achievements in its key business segments
for the year are:
• Underlying Net Profit After Tax and before Amortisation of
$37.2 million, excluding the impact of adoption of the new
lease accounting standard AASB 16 ‘Leases’, up 47.2% on
prior year with total revenue of $646.5 million
• Retained three existing bus contracts and awarded an
additional bus contract plus a further light rail component for
an 8+2 year term in South Australia
• Strengthening of the Board with the addition of Neil Smith
(16 January 2020) and Lance Hockridge (1 July 2020) and
their transport, infrastructure and international experience.
• Strong Gross Operating Cashflow
• Continued to modernise its asset base across the operations
with the launch of new vessels in Tasmania and Queensland
• Acquisition of Transit Systems Group – announced
8 October 2019, settled on 16 January 2020
• Successful capital raising of $154 million to facilitate the
Transit Systems Group acquisition
• Announcement of Mr Clint Feuerherdt as new Group CEO of
SeaLink from completion of the acquisition on 16 January 2020
• New multi tranche debt and revolving credit facilities with
three to five-year terms
• Contribution from Transit Systems Group business in line
with acquisition metrics
• Decisive action taken to cut costs, conserve cash and scale
back Marine and Tourism businesses as a consequence of
COVID-19 restrictions
• Awarded the 10+5 year contract as operator of Brisbane City
Council’s iconic ferry network
• Extension of Canning and Southern River bus contracts
in Western Australia to September 2024 and awarded the
Joondalup bus contract
• Retention of the Marmion and Claremont bus contracts in
Western Australia
• Extension of marine contracts in Gladstone, South East
Queensland and Northern Territory
The Company continues to focus on its strategy of growth
through acquisition as well as maximising organic revenue
growth and profitability from its existing businesses, including
the addition of new contracts, routes and products. We have
an ongoing focus and commitment to margin enhancement
initiatives, via pricing strategies as well as cost savings and
efficiency gains. We continue to develop our technology
knowledge base to provide data to better understand and
manage capacity, yield growth, variable pricing and the impacts
of passenger trends.
Our underlying cash flow profile and the cash position at year
end is strong with all financial covenants comfortably met during
the year. Gearing (net interest-bearing debt to net debt + equity)
at year end was 31.1%, which is well within target gearing levels
and positions us well for future investment and growth.
Following a comprehensive year-end review of the carrying
value of assets of the Group in light of the impact of COVID-19
has had on the business, a non-cash impairment totalling
$12.4 million was recognised. This relates to the write off of the
balance for the Group’s investment in UWAI, the impairment
of some of the goodwill associated with Fraser Island and the
write down of the carrying value of certain underutilised vessels
across the fleet, primarily those relating to lunch and dining
experiences.
The Company successfully applied for the Australian
Government’s JobKeeper payment. The JobKeeper payment
applied to all eligible employees within Australia in the three-
month period to June 2020 totalled $8.6 million. Payments
of a similar nature received in international jurisdictions
totalled $6.3m.
Management remain confident the Company has access to
enough funding to meet any liquidity challenges that may
arise in the 2020/21 financial year, including another severe
COVID-19 related contraction in demand.
Rottnest Island, Western Australia
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R E V I E W O F O P E R A T I O N S C O N T I N U E D
The majority of additional and ancillary costs associated with
dealing with the COVID-19 pandemic, like additional cleaning
of buses, physical barriers to ensure driver safety and complying
with social distancing requirements, were supported by the
state governments.
In addition to managing COVID-19, a considerable amount of
management time and effort was spent integrating the Australian
Bus division into the SeaLink business. The integration work is
substantially complete and the speed and progress that has been
made positions the business well for FY2021.
In terms of state by state performance, some of the
highlights include:
South Australia
During the period, Transit Systems successfully retained all three
of its existing Adelaide contracts and secured and transitioned
an additional bus contract in the northern suburbs of Adelaide.
As part of this contract success, Transit Systems retained its
North South contract, which included under the Torrens Connect
banner, a light rail/tram element in conjunction with our Joint
Venture partners John Holland Adelaide Trams and UGL Rail
Services. The successful transition of these two new contracts
resulted in 330 employees,118 vehicles, two new sites and
24 trams joining our operation. The Adelaide operation is now
very well placed with all contracts renewed for a minimum of
eight years, plus a further potential two-year extension period.
In early July 2020, the South Australian State Government
decided against introducing service changes later this year so the
curtailment of some services and introduction of new headway
management and demand responsive technology will not proceed.
There were minimal changes to the South Australian bus business
as a result of COVID-19. Some airport services were suspended
along with the city free service and after midnight services. These
changes did not have a material impact on our contracted revenue
and additional COVID-19 related cleaning costs were and continue
to be supported by the Government.
Review of operations – Australian Bus
The five and a half months of trading of the Australian Bus
division has been exceptionally pleasing. The period began with
the commencement of three new 10-year contracts in Perth on
19 January 2020. In March 2020, the retention of our Adelaide
contracts were announced along with the successful bid for
the tram network and an additional bus contract, taking market
share in Adelaide to more than 80%. In April 2020, two significant
contracts in Perth were extended for a further four year term.
In total, approximately $3.8 billion of contracted revenue has
been secured over the five and a half month period. Good cost
control and additional contracted revenue coming online saw all
businesses perform in line with expectations despite the impacts
of COVID-19.
Like all other parts of the SeaLink business, the Australian Bus
division required targeted COVID-19 management. This primarily
centred around managing the operational risk management
challenges associated with rapidly changing rules and regulations
across the capital cities in which we operate.
However, unlike most other parts of the business, the operating
environment generally improved for all of the Australian bus
operations as a result of reduced congestion on the roads leading
to lower accidents, improved on-time running performance, less
overtime from delays and higher speeds of delivery. In addition,
better fuel consumption due to lighter loads, lower levels of
sick leave and absenteeism, no cash handling or costs of cash
counting and lower security costs were all positives.
Offsetting these benefits, there were some negative revenue
effects including lower advertising revenue from on-bus
advertising, reduced patronage incentive payments with some
operations down on patronage by up to 70% and lower charter,
rail replacement and special event work. Although the business
benefited from a sharp decline in fuel price during the period, the
contracted fuel indexation mechanism ultimately flowed through
to lower contract revenue for this component. Fortunately, the
majority of contracted revenue is not linked to patronage so the
lower levels of patronage did not present any material downward
revenue pressure.
During the period, the Australian Bus division benefited from
some good cost control in reaction to a concerted campaign
following lower revenues for charter and other non-contracted
work. Fortunately, some of the charter and rail work started
to come back in May 2020 and schools resumed
to some extent in most States.
14
Western Australia
In the West, Transit Systems successfully retained its Marmion
and Claremont contracts and added the new Joondalup contract
that was transitioned from a competitor in January 2020. The
addition of the new contract resulted in 272 employees, 172
vehicles and three new sites joining our operation. Furthermore,
the business obtained a four-year extension to Canning and
Southern River contracts, all together considerably lengthening
the weighted average contract expiry profile in Perth. As a
result of these contract renewals and new contact win, we have
reached the Western Australian Government imposed legislative
market share cap. All operational aspects of our Western
Australian operations are performing well and with contract terms
of between four and ten years the business is well positioned for
the future.
Western Australia was the only state in Australia to reduce public
transport services under the effects of COVID-19. From the
period of 6 April 2020 to 29 April 2020, Transit Systems operated
approximately 60% of its contracted services, however, the only
contract revenue adjustment related to true variable cost savings
that needed to be remitted back to Government.
New South Wales
The Sydney Region 3 contract performed well during the period
and considerable cost improvements were realised in Region
6. Despite on road performance dramatically improving in
Region 6, this contract is still falling short of its contracted KPI
on-time running targets. This is resulting in ongoing monthly
contract abatements that will continue to be managed out over
the coming year with several new service changes planned.
Unfortunately, COVID-19 has exacerbated delays in the major
service change associated with the Sydney light rail. This service
change has been ready to go for some time but Transport for
New South Wales have continually delayed the implementation
due to light rail delays and other external factors. Once this
service change is implemented in the first half of FY2021, it is
expected to deliver a significant improvement in contribution from
this business.
The New South Wales business continues to lead the way in
terms of leveraging new technologies to enhance the delivery
of public transport. The electric bus trial in operation in Region
6 celebrated its first-year anniversary recently with operational
performance and cost of delivery exceeding all expectations.
This is paving the way for a further investment in electric buses
over the coming year. Additionally, the demand responsive
services in Sydney’s inner west underwent a technology upgrade
and a superior level of convenience and service delivery is
positioning that service for further expansion also.
The Sydney operations were most affected by COVID-19 with the
State Government imposing loading limits on buses. This had the
effect of limiting patronage to maintain social distancing and thus
the small patronage incentive payment was also suppressed.
This was offset by the Government requesting additional peak
services to help with loadings and facilitate commuters spreading
out over more bus assets. These additional services are expected
to continue into the first half of FY2021. Like the other states,
COVID-19 additional cleaning costs are being supported by
Government.
Victoria
The Sita Bus operations, acquired by Transit Systems in April
2019 provide services to the Victorian Department of Transport
and local schools. The bus operations performed well during
the period despite the decline in revenue experienced by the
school and charter operations. The Department of Transport
has confirmed that contract revenue will not be curtailed due to
COVID-19 and even under Stage 4 restrictions in Melbourne, Sita
continued to deliver a near full service. It is expected that schools,
charter and rail replacement will be quickly reinstated post the
Stage 4 restrictions lifting.
Further impacts of COVID-19 relate to lower on-bus advertising
revenue and additional cleaning. Like other states, the State
Government supported the costs of additional COVID-19 related
cleaning.
Future Pipeline of Tender opportunities
The effects of COVID-19 on state governments is likely to flow
into transport budgets. Our expectation is that lower levels of
organic contract service growth may result in the near term
but a much greater emphasis will be placed on government
outsourcing, potentially opening up new opportunities in the
medium to longer term.
In Australia there is a very strong pipeline of future bus tender
opportunities with Sydney’s Regions 7, 8 and 9 tender process
is already underway, the entire Darwin network is likely to be
released early in CY2021 and a large tender in Melbourne is
expected late this calendar year. We continue to be outspoken
about the benefits of competitive tendering in Queensland,
Tasmania and the Australian Capital Territory, the last remaining
markets that are to move to modern public bus service
contracting in Australia.
15
R E V I E W O F O P E R A T I O N S C O N T I N U E D
We continue to work with TfL on the delivery of their strategic
objectives for cost minimisation and air quality improvement
which is likely to result in further electric routes being awarded
in the coming years.
Singapore
The business in Singapore has entered the last year of the initial
term of the Bulim contract. Significant effort has been put into the
development and submission of a competitive bid for both the
existing Bulim operation and the Sembawang-Yishun contract
packages which are being tendered in the same timeframe by
the Land Transport Authority (LTA).
We are fully engaged with the LTA on their clean air projects,
leveraging our experience with hydrogen powered vehicles in
London, and have recently commenced a trial of 14 fully
electric vehicles.
Future developments
SeaLink is seeking to continually develop the business both in
scale and profitability terms, by the utilisation of current excess
capacity, the creation of further capacity within London and also
will evaluate appropriate synergistic transport activities both within
the UK and internationally. London is expected to experience
more extreme competitive pressure over the coming year. TfL is
suffering from severe budgetary constraints and further cutbacks
in the network are expected. All opportunities for maintaining or
increasing scale in London will be explored. In Singapore, we
are hopeful of an increased market share as tender results are
realised and more contracts continue to come to market.
Review of operations – Marine and Tourism
The period under review for the Marine and Tourism division
has been one characterised by two distinct halves. Trading
conditions in the first six months were good and all businesses
were showing improvements over the prior period with good
momentum leading into the peak summer period. However, the
last six months has been extremely challenging for SeaLink’s
tourism businesses, with visitation numbers heavily affected by
the severe Australian bushfires, particularly on Kangaroo Island,
followed by COVID-19.
Review of operations – International Bus
The period since the acquisition of the international businesses
in January 2020 has been overshadowed by assisting our public
sector clients in managing the industry response to COVID-19.
The endeavours of our management have been well recognised
by our clients, with forward planning and thought leadership
highlighted as key achievements in both London and Singapore.
Furthermore, our relationship with the relevant unions has been
strong as we have developed working practices appropriate to
the prevailing conditions.
The financial effects of COVID-19 on the international division
during the period have been largely neutral. Whilst additional
costs have been incurred through high levels of sick leave in
London and accommodating our Malaysian workforce in hotels
in Singapore, these costs have been offset through additional
government/client support.
Fuel price and consumption has been much lower during the
period, however the financial effect of this is neutral after taking
into account fuel indexation and hedging across the International
Bus division.
The tendering program has been unaffected in London and
Singapore with all tenders proceeding on previously
advertised timetables.
London
COVID-19 aside, the London market remains highly competitive,
with margins being reduced as competitors seek higher market
share, within a shrinking market as Transport for London (Tf L)
rationalises the London bus route network due to budgetary
constraints. While the business has lost contracts for two
routes, it has retained one and acquired another contract, and
significantly both routes are to be operated with 37 fully electric
double deck vehicles (due to be put into service in the first half of
FY2021). This has required investment in charging infrastructure
at the Westbourne Park depot and gives Tower Transit capacity
for further electrification at this site in due course.
During COVID-19, services in London have been curtailed to
align with the lock down periods. Tower Transit dropped back
to approximately 70% of its regular services from March and is
expected to be back to 100% by the end of August 2020. Over
100 vulnerable staff members were furloughed and sick leave has
been running at abnormally high levels. TfL and the unions have
been supportive throughout this time. Only variable cost savings
have been remitted back to TfL during COVID-19 reduced
services and additional costs of cleaning and sick leave have
continued to be covered by TfL.
1616
The bushfires saw international visitation reduce into key
destinations, with global media reporting that most of Australia
was on fire. The January 2020 fires on Kangaroo Island
devastated more than half of the island including SeaLink’s
own accommodation and dining facility at Vivonne Bay. Key
attractions were either destroyed or closed and visitation ceased.
COVID-19 followed, which saw the complete shutdown of all
tourism products and experiences in the Group for a period of
three months.
Our contracted ferry services in Gladstone and South East
Queensland continued to perform well throughout the COVID-19
shutdown period and the ‘essential service’ nature of other
contracted and uncontracted ferry services, to many of our
destinations set the base level of business and provided a
revenue stream that would not otherwise have been available.
In Queensland, New South Wales and Tasmania, state
governments have provided additional subsidies and assistance
to ensure good levels of service to remote island destinations
were maintained.
The overall impact on earnings since COVID-19 has been
minimised, with business units negotiating rental waivers, berthing
fees and charges relief and standing-down or reducing hours of
the majority of employees. Most businesses have been eligible
for the Government JobKeeper scheme which has assisted
in funding wage costs and ensuring valuable team members
continue to be employed by and engaged with our business.
JobKeeper also has the effect of lowering the breakeven point
for our products and assists with the re-start and ramp up of
these businesses.
Following an extremely strong performance of the Captain Cook
Cruises business in the first half, the Sydney business has been
the hardest hit by COVID-19 impacts, with over 75% of revenue
reliant on international and interstate visitors to the city. Like
many of our businesses we have adjusted the product offering
to attract the local market. However, with dining restrictions in
place and limited local visitors to the Sydney CBD, it is unlikely
this business will commence dining operations for a number of
months yet. Our commuter services to Lane Cove and Watsons
Bay have continued to operate throughout the pandemic.
Most other businesses were brought back into operation on
a limited scale over the course of June, with services and
product offerings in place to meet current demand and minimise
operational costs. Like Sydney, products which are heavily reliant
on international and interstate visitors will continue with limited
operations until borders open.
Whilst we continue to work through these challenges, the Marine
and Tourism division has had many successes over the past
12 months and continues to focus on business growth strategies
for the future.
Our government contracted services provide security and
strength to our business. During the period we were awarded
extensions to existing contracts such as the Mandorah, Tiwi
Islands and Groote Eylandt services in the Northern Territory, the
Curtis Island services in Gladstone, the Queensland Ambulance
Service contract in South East Queensland and the Lane Cove
contracted service on Sydney Harbour. In addition, four vessels
in Sydney are leased on a dry hire basis to Harbour City Ferries
and this has been extended through to mid FY2021. The
Kangaroo Island ferry service tender process also commenced
with a market sounding process, and negotiations for the
ongoing contract for Palm Island and Magnetic Island services
in North Queensland are also well advanced. Finally, winning the
10+5-year Brisbane City Ferries contract which commences in
November 2020 was a highlight.
The Group continues to invest for the future, with the building
of additional vessels for improved service and new product
offerings. A $7 million, 320 passenger fast ferry has recently
been launched for the Palm Island service and the second
newbuild catamaran vehicular ferry in Tasmania will be completed
in March 2021, with her sister vessel now in operation on the
Bruny Island service. A 31 passenger ‘adventure’ style vessel
utilised for adventure/eco touring experiences for our guests on
Fraser Island was built late 2019 and a 700 guest multi-purpose
restaurant dining, bar and private charter venue ‘superyacht’ is
currently under construction for delivery on Sydney Harbour
mid-2021. This vessel will position us well to take advantage
of the recovery in tourism.
The rebuilding of Kangaroo Island visitation is underway with the
rejuvenation of the bushfire affected areas as a key attraction and
we expect to see strong freight demand to the island continue
for several years as a result. The loss of Vivonne Bay Lodge
opens up redevelopment opportunities for SeaLink to create an
accommodation/dining facility for the future.
FY2020 saw the repositioning of a Sydney based passenger
ferry to Western Australia, allowing for the commencement of an
additional service from Perth’s CBD to popular Rottnest Island.
Accompanied with a newly developed coach transfer service
from CBD hotels, this innovation will grow our Western Australian
tourism offerings as business starts to rebuild.
Rottnest Island, Western Australia
17
R E V I E W O F O P E R A T I O N S C O N T I N U E D
Future developments
The immediate focus for the Marine and Tourism division remains
on navigating the business around COVID-19 restrictions and
maximising all revenue opportunities whilst balancing associated
operational costs. With domestic Australian travel being the key
market for the next 12 months, SeaLink is well placed to capture
good market share of this competitive market due to its unique
island destinations. To position for this opportunity, the business
has recently fast tracked the launch of our group-wide customer
facing brand – Brilliant Travels. The development of a website
for the promotion of all tourism products under one brand will
open national marketing and cross selling opportunities for all of
our island destinations and tourism. The development of tailored
products will target new markets who would normally have
travelled overseas and all marketing activities around the Group
will be focused on driving local business.
Outlook
The future outlook for SeaLink is positive with our solid base of
diversified businesses across Australia in the public bus, light rail
and marine transport, tourism and accommodation sectors. With
over 87% of our revenue fully contracted, we expect our balance
sheet strength and performance to be strong moving forward.
Overall, FY21 has started in line with expectations.
The coming year contains a significant number of organic
contract tendering opportunities with work already well underway
on proposals for multiple bus contracts in Sydney. In addition, we
expect that a large bus tender contract in Melbourne will be taken
to market in the second or third quarter of FY21.
The Marine and Tourism division is already well on the way to
re-building its revenue base from domestic travel, however
ongoing border closures, both domestically and internationally,
will limit the ability to fully return to pre COVID-19 levels.
In particular, we foresee an ongoing depressed market for
Sydney Harbour Cruises, touring on Kangaroo Island and
Captain Cook Cruises on the Swan River in Perth.
The International division will be cautiously managed as further
budgetary constraints in the London public transport market are
expected and the current Singapore contract expiring at the end
of May 2021. Acquisition activity is a possibility in the International
division as new markets are constantly being evaluated.
Further service improvements in the Sydney bus network will
improve the contribution of the New South Wales bus operations.
The Group will also be taking the opportunity to utilise the
favourable commercial negotiating environment and scale to
strike better terms for key inputs and drive margin expansion
across its existing portfolio.
18
In summary, SeaLink’s overall plan for sustainable
growth involves:
• Working with Governments to develop new routes, improve
frequency and drive efficiency within the public transport
networks
• Continuing to seek new business acquisition opportunities
that will enhance, leverage and complement our current
capabilities and growth strategies.
The Directors would like to thank our employees, customers,
suppliers and shareholders for their ongoing support and
commitment over the past year. The hard-working talented
people at SeaLink are central to our ongoing future growth
and success.
• Continuing to build a diverse geographic portfolio of
contracted essential services
• Developing further revenue and cost saving opportunities
and efficiencies from recent acquisitions
• Preparing for the anticipated resurgence of domestic tourism
once border restrictions are lifted
• Continuing to improve sales, yields and margins on transport
and tourism products
• Continue to add and grow additional services within existing
locations and routes
• Utilising existing sales and marketing skills to promote and
cross-sell existing and new products and services
• Utilising in-house technical skills to improve booking
processes and websites to drive increased sales and
productivity
Tower Transit, London
19
R E V E N U E H I S T O R Y
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
($M)
640
620
600
500
400
300
280
260
240
200
190
180
170
160
150
140
130
120
110
100
90
80
70
60
50
40
30
20
10
20
Kangaroo Island
Booking Centre retail
specialist agency
acquired.
SeaLink selected as
Facility Managers for
new Adelaide Central
Bus Station.
SkyLink Adelaide
Airport Shuttle Service
and fleet of coaches
acquired.
Vivonne Bay Eco
Adventures built Bistro
and Function Centre.
CJ’s by the Sea café
opened at Cape Jervis
Ferry Terminal.
2007
Australian Holiday
Centres Melbourne
and Sydney
acquired.
Luxury Kangaroo
Island ferry ‘Spirit
of KI’ built and
launched.
2003
Cape Jervis Ferry
Terminal built and
officially opened.
2005
2006
Kangaroo Island
Adventure Tours
soft adventure
business acquired.
2008
Big B Cartage
Limited – NZ
freight & trucking
company, majority
shareholding
acquired.
Premier Day Tour
business acquired.
2004
Auckland NZ based
ferry company, Subritzky
Ferries acquired. The Ski
Connection ski packaging
and express coach
transport company
acquired. Vivonne Bay
Outdoor Education
Centre, Kangaroo Island
acquired.
Adelaide Sightseeing
Day Tours and
City Centre Travel
acquired.
1999
1998
Luxury Kangaroo
Island ferry ‘Sealion
2000’ built and
launched.
($M)
640
620
600
500
400
300
280
260
240
200
190
180
170
160
150
140
130
120
110
100
90
80
70
60
50
40
30
20
10
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2020
Acquisition of
Transit Systems
Group
Commence
Tasmanian
operations with
Bruny Island contract
2019
2018
Acquisition of
Kingfisher Bay
Resort Group,
Fraser Island.
SeaLink Kangaroo Island ferry
21
Establishment of
SeaLink Northern
Territory and
commencement of ferry
services from Darwin.
Listed on the ASX.
2013
Acquisition of
Transit Systems
Marine Businesses.
2015
2016
Acquisition of Captain
Cook Cruises WA.
2014
Constructed
the Penneshaw
Terminal,
Kangaroo Island.
Kangaroo Island
Odysseys 4WD
Luxury Touring
business acquired.
2010
2011
Sunferries Townsville,
ferries to Magnetic
and Palm Island
acquired.
Captain Cook Cruises
and Matilda Cruises,
Sydney Harbour and
Murray River Cruises
acquired.
Sold SeaLink
New Zealand including
shareholding in Big B
Cartage Limited.
SkyLink Adelaide
Airport Shuttle
Service sold.
K E Y R E S U L T S
RESULTS IN BRIEF1
Normalised Results2
Revenue from Ordinary Activities
EBITDA 3 (excl significant items)
Significant items
Impairment of Investment (UWAI)
Acquisition related costs4
Asset impairment5
Depreciation
EBITA
Interest – net
Amortisation of Customer Contracts
Net Profit Before Tax
Tax
Profit After Tax and before Amortisation
Profit After Tax
JUNE 2020
$M
JUNE 2019
$M
623.7
71.7
–
–
–
(20.9)
50.7
(7.3)
(20.9)
22.6
(6.2)
37.2
16.4
248.8
47.9
–
–
–
(14.5)
33.4
(4.6)
(1.9)
26.9
(3.5)
25.3
23.4
CHANGE
%
150.7
49.6
n/a
n/a
n/a
44.2
51.9
58.7
998.2
(16.1)
77.3
47.2
(30.0)
1 Adjusted to reflect a pre-AASB 16 result (AASB 16 Depreciation and interest adjusted back to EBITDA)
2 Normalised Results have been adjusted for significant items for the period ending 30 June 2020 on a pre-AASB 16 basis. Normalised items are non-IFRS
measures and have not been audited.
3 EBITDA – Earnings Before Interest, Tax, Depreciation & Amortisation
4 Costs associated with the acquisition of Transit Systems Group including stamp duty, legal, accounting, tax and other professional costs
5 Impairment of the Book Value of certain vessels and Fraser Island Goodwill due to significant economic impacts in FY20;
Costs associated with the unsuccessful tender bid for Sydney Ferries in FY19
DIVIDEND INFORMATION
FINAL DIVIDEND DATES
AMOUNT
PER SHARE
(CENTS)
FRANKED
AMOUNT
PER SHARE
(CENTS)
TAX RATE FOR
FRANKING
CREDIT
Ex-dividend date
Record date
Payment date
30 June 2019
Interim Dividend
Final Dividend
30 June 2020
Interim Dividend
Final Dividend
6.5
8.5
6.5
4.5
6.5
8.5
6.5
4.5
30%
30%
30%
30%
NET TANGIBLE ASSETS
Net tangible assets
per ordinary share
4 September 2020
7 September 2020
2 October 2020
JUNE
2020
$0.05
JUNE
2019
$1.06
The report is based on the consolidated financial
statements which have been audited by Ernst & Young.
Additional Appendix 4E disclosure requirements can
be found in the Directors’ Report and the consolidated
financial statements.
22
D I R E C T O R S ’
R E P O R T
The Board of Directors of SeaLink Travel Group Limited
(“SeaLink” or “the Company’) has pleasure in submitting
its report for the year ended 30 June 2020.
Directors
The names and details of the Company’s Directors in office
during the financial year and until the date of this report are
set out below. Directors have been in office for the entire
period unless otherwise stated.
CHRISTOPHER
D. SMERDON
MAICD
NON-EXECUTIVE DIRECTOR
Mr Smerdon has extensive
experience in the Information
Technology and Cyber Security
field having established and built
companies with national and
international operations. He is
currently Managing Director of
Vectra Corporation, a company
that provides specialist Cyber
Security services to organisations
globally handling sensitive
data, financial information
and large volumes of credit
card transactions. Clients
include banks, telcos, payment
gateways, airlines and utilities.
Mr Smerdon joined the Board
in 2002 and is a member of
the Company’s Audit and Risk
Committee. Mr Smerdon has
previously held directorships on
both government and public
company boards. Mr Smerdon
is a Member of the Australian
Institute of Company Directors.
ANDREA J.P. STAINES OAM
MBA, B.EC, FAICD
NON-EXECUTIVE DIRECTOR
TERRY J. DODD
NON-EXECUTIVE DIRECTOR
Ms Staines has extensive
experience in the transport sector
and is a former CEO of Qantas
subsidiary, Australian Airlines (mk
II), which she co-launched. Ms
Staines currently sits on the Board
of Australia Post, UnitingCare,
Acumentis and Freightways (NZ).
Ms Staines has been a
professional non-executive
director for over a decade, and
has held previous directorships
with a range of entities in the
transport, tourism and care
sectors, including Tourism
Australia, Aurizon, Australian Rail
Track Corporation, Gladstone
Ports Corporation, North
Queensland Airports and NDIA.
Ms Staines joined the Board
in 2016 and is Chair of the
Company’s Remuneration and
Nomination Committee which
from July 2020 is now called the
People, Culture and Remuneration
Committee. Ms Staines was
a member of the Company’s
Audit and Risk Committee until
23 July 2020.
Mr Dodd has extensive
experience in business
management and the marine
industry. After qualifying as a
commercial diver in the USA and
working as a commercial diver
in the onshore and offshore oil
and gas industry, he successfully
established a recreational diving
business and a travel agency in
North Queensland.
Mr Dodd is Managing Director
and owner of Pacific Marine
Group Pty Ltd, one of Australia’s
largest marine construction and
commercial diving companies.
Mr Dodd was previously
Managing Director of Sunferries,
a ferry transport business based
in Townsville, prior to its sale to
SeaLink in March 2011 when
Mr Dodd joined the Board of
SeaLink.
Mr Dodd is a member of the
Company’s Remuneration and
Nomination Committee (now
called the People, Culture and
Remuneration Committee).
JEFFREY R. ELLISON
B. ACC, FCA, FAICD
MANAGING DIRECTOR AND CHIEF
EXECUTIVE OFFICER (RETIRED 16 JAN
2020) NON-EXECUTIVE DIRECTOR
(BECAME NON-EXECUTIVE DIRECTOR
17 FEB 2020) DEPUTY CHAIR
(APPOINTED 26 FEB 2020)
CHAIR (APPOINTED 1 JULY 2020)
Mr Ellison holds a Bachelor of
Arts Degree in Accounting from
the University of South Australia,
is a Fellow of the Chartered
Accountants Australia and New
Zealand and the Australian
Institute of Company Directors.
He has held the position of Chief
Executive Officer since 1997
and was appointed Managing
Director in 2008. Mr Ellison
retired as Managing Director and
CEO on 16 January 2020 and
following a month of transition
as an Executive Director,
became a non-executive director
from 17 February 2020. He
was subsequently appointed
Deputy Chair with effect from 26
February 2020 and Chair
on 1 July 2020.
Mr Ellison is a member on
Tourism Australia Board.
Mr Ellison is a former Board
member of the South Australian
Tourism Commission, Tourism
and Transport Forum Australia,
the Adelaide Convention Centre
and the South Australian Botanic
Gardens and State Herbarium
Board.
Mr Ellison was a member of the
Company’s Remuneration and
Nomination Committee for the
period March to June 2020.
The Swan River, Perth, Western Australia
23
D I R E C T O R S ’
R E P O R T C O N T I N U E D
NEIL E. SMITH
MTM, B.ARTS, FCILT
NON-EXECUTIVE DIRECTOR
(APPOINTED 16 JANUARY 2020)
Neil was one of the founding
shareholders and the former Chairman
of the Transit Systems Group prior to
the acquisition by SeaLink. He has over
30 years of commuter transport
operations experience.
Neil commenced his career within the
Sydney bus industry, before acquiring
a number of bus operations in rural
NSW and then Queensland. In 1995,
Neil joined with Graham Leishman and
Lance Francis to found Transit Systems
and in 2013, was a founding shareholder
of Tower Transit.
Neil holds a Bachelor of Arts Degree
and a Masters of Transport Management
from the University of Sydney and is
a Fellow of the Chartered Institute of
Transport and Logistics.
LANCE E. HOCKRIDGE
FCILT, FIML, MAICD
NON-EXECUTIVE DIRECTOR
(APPOINTED 1 JULY 2020)
Mr Hockridge has extensive international
experience in the transportation,
manufacturing and logistics sectors with
a focus on safety, operational and financial
transformation of businesses.
Mr Hockridge was previously the Managing
Director and CEO of Aurizon Holdings
Limited (2010 to 2016) following the
demerger of Queensland Rail and QR
National from a government owned railway
to an ASX50 company. Other notable
accomplishments as an executive include
the oversight of BHP’s global transport
business, together with key roles in
financial and operational reform in the
heavy industrial sector and leading a
major turnaround for BlueScope Steel’s
North American operations.
Mr Hockridge is also currently Chair of
the Salvation Army Queensland Advisory
Council, and an active advocate for
diversity in the workforce.
Mr Hockridge became a member of the
Audit and Risk Committee and People,
Culture and Remuneration Committee
in July 2020.
FIONA A. HELE
B.COM, FCA, FAICD
NON-EXECUTIVE DIRECTOR
Ms Hele is a Non-Executive Director
and an experienced Audit & Risk Chair
with a strong commercial and finance
background. Ms Hele is a Chartered
Accountant with over 25 years’
experience in both the private and public
sectors specialising in strategic business
advisory, mergers and acquisition, risk
management and corporate governance.
Ms Hele is a Fellow of the Institute
of Chartered Accountants, Australia
and New Zealand, and a Fellow of the
Australian Institute of Company Directors.
Ms Hele is also a director of Adelaide
Venue Management Corporation, Celsus
Securitisation Pty Ltd and the South
Australian Water Corporation. Past
Directorships include the South Australian
Tourism Commission and the Adelaide
Fringe Festival.
Ms Hele joined the Board in 2016 and
is Chair of the Company’s Audit and
Risk Committee.
24
ANDREW J. McEVOY
MA INT. COMMS, B. ARTS
CHAIR (RETIRED 30 JUNE 2020)
ANDREW D. MUIR
B.EC, MBA
JOINT COMPANY SECRETARY
Mr Muir (Chief Financial Officer) was
appointed Company Secretary on 1 June
2018. Mr Muir has also held a number of
similar financial positions with other ASX
listed and private companies. Mr Muir
holds a Bachelor of Economics and a
Master of Business Administration from
the University of Adelaide.
Mr McEvoy was appointed a Director
on 1 February 2015 and was appointed
Chair on 1 July 2015. Mr McEvoy
holds a Bachelor of Arts Degree from
the University of Melbourne and a
Masters in Communications from City
University in London.
Mr McEvoy has extensive experience in the
tourism sector and is a previous Managing
Director and CEO of both Tourism
Australia and the South Australian Tourism
Commission. Most recently he was
Managing Director, Life Media & Events at
Fairfax Media, where he managed the new
business portfolio, including events and
the key lifestyle titles. Mr McEvoy is Chair
of advocacy group Tourism and Transport
Forum (TTF) and a Director of the Lux
Group Ltd, Ingenia Communities Ltd and
Voyages Indigenous Tourism Australia.
Mr McEvoy was a member of the
Company’s Remuneration and
Nomination Committee.
JOANNE H. McDONALD
LLB, B.EC, GAICD
JOINT COMPANY SECRETARY
Ms McDonald was appointed
Company Secretary on 21 August
2018. Ms McDonald has over 25 years’
experience in commercial and corporate
law including company secretary for
ElectraNet Pty Ltd and holding senior
legal and commercial positions with
other listed and statutory corporations.
She holds a Bachelor of Laws (Hons)
and Bachelor of Economics from the
University of Adelaide as well as a
graduate of the Australian Institute
of Company Directors.
Swan Transit, Perth, Western Australia
25
D I R E C T O R S ’
R E P O R T C O N T I N U E D
INTEREST IN THE SHARES OF THE COMPANY
AND RELATED BODIES CORPORATE
As at the date of this report, the interests of the Directors
in the shares of the Company were:
N Smith
C Smerdon
T Dodd
J Ellison
F Hele
L Hockridge
A Staines
DIRECTORS’ MEETINGS
NUMBER OF ORDINARY SHARES
33,444,556
6,486,875
5,786,578
5,749,769
28,172
25,000
-
SHARES UNDER OPTION
Unissued shares / performance rights
At 30 June 2020, there were 299,130 (2019: 100,000) options/
performance rights outstanding to acquire ordinary shares in
the Company. No options to acquire shares or interests in the
Company or a controlled entity were granted since the end of
the financial year.
Shares issued as a result of the exercise of options
During the year, 100,000 options were exercised by Director
and Chair, Mr Andrew McEvoy. No options were exercised
by employees.
The number of meetings of the company’s Board of Directors (‘the Board’) and of each Board committee held during the year
ended 30 June 2020, and the number of meetings attended by each director were:
Number of meetings held:
A McEvoy (Chair)
C Smerdon
J Ellison*
T Dodd
A Staines
F Hele
N Smith
NUMBER OF BOARD
MEETINGS ATTENDED
19
19
19
19
19
19
19
8
NUMBER OF AUDIT AND RISK
COMMITTEE MEETINGS ATTENDED
6
–
6
–
–
6
6
–
NUMBER OF REMUNERATION
AND NOMINATIONS COMMITTEE
MEETINGS ATTENDED
6
6
–
1
6
6
–
–
* As CEO and Managing Director Mr Ellison attended the Board
Committee meetings by invitation only up to January 2020 and as
a NED after February 2020 was a member of the Remuneration
and Nomination Committee for a period in which one Committee
meeting occurred.
Held: represents the number of meetings held during the time the
director held office or was a member of the relevant committee.
To the extent that directors who are not members of the relevant
Committee attend Committee meetings as guests from time to
time their attendance is not recorded in the table above.
COMMITTEE MEMBERSHIP
PRINCIPAL ACTIVITIES
During the reporting period the Company had an Audit and Risk
Committee and a Remuneration and Nomination Committee.
Members acting on the committees of the Board during the
year:
Audit and Risk
Remuneration and Nomination
F Hele (Committee Chair)
A Staines (Committee Chair)
A Staines
C Smerdon
A McEvoy
T Dodd
J Ellison*
*Appointed 26 February 2020 to 30 June 2020
During the financial year the principal continuing activities of the
consolidated entity consisted of:
• domestic public bus transport operations
• international public bus transport operations
• domestic ferry services
• tourism cruises, charter cruises and accommodated cruising
• coach tours
• travel agency services and packaged holidays.
ENVIRONMENTAL REGULATION
The consolidated entity is not subject to any significant
environmental regulation under Australian Commonwealth
or State law.
From July 2020 membership and names of Committees are as follows:
Audit and Risk
People, Culture and
Remuneration
F Hele (Committee Chair)
A Staines (Committee Chair)
L Hockridge
C Smerdon
T Dodd
L Hockridge
26
DIVIDENDS
Dividends paid during the financial year were as follows:
Interim fully franked dividend for the year ended 30 June 2020 paid 31 March 2020 of
6.5 cents (2019: 6.5 cents) per ordinary share
Final fully franked dividend for the year ended 30 June 2019 paid 17 September 2019
of 8.5 cents (2018: 8.0 cents) per ordinary share
CONSOLIDATED
2020
($’000)
2019
($’000)
9,459
6,593
8,621
18,080
8,092
14,685
SeaLink’s Directors on 31 August 2020 declared a 4.5 cents per share fully franked final dividend payable on 2 October 2020
to shareholders registered on 7 September 2020. This represents a 51.0% return of underlying net profit after tax and before
amortisation to shareholders, which is in line with the Company’s policy of returning 50% – 70% of underlying net profit after tax and
before amortisation, subject to business needs and ability to pay. The interim dividend for the half-year ended 31 December 2019
was 6.5 cents per share.
The Board will continue to consider SeaLink’s growth requirements, its current cash position, market conditions and the need
to maintain a healthy balance sheet, when determining future dividends.
SIGNIFICANT CHANGES
IN THE STATE OF AFFAIRS
During the financial year, the consolidated entity acquired the
business and operations of the Transit Systems Group on 16
January 2020. This has changed the nature of SeaLink’s principal
business operations away from one focused on marine and
tourism to a predominantly government contracted public bus
transport business with operations throughout Australia and in
Singapore and London.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required
under Section 307C of the Corporations Act 2001 is set out
immediately after this Directors’ report.
NON-AUDIT SERVICES
There were no non-audit services provided during the financial
year by the auditor (2019:Nil).
There were no other significant changes in the state of affairs of
the consolidated entity during the financial year.
INDEMNITY AND INSURANCE
OF OFFICERS
MATTERS SUBSEQUENT TO
THE END OF THE FINANCIAL YEAR
A fully franked dividend of 4.5 cents per share was declared
by SeaLink’s Directors on 31 August 2020, representing a total
payment of $9,827,957 to be paid 2 October 2020 based on the
current number of ordinary shares.
Apart from the above, there are no significant events after the
end of the reporting period which have come to our attention.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the
Corporations Act 2001 for leave to bring proceedings on behalf
of the company, or to intervene in any proceedings to which the
company is a party for the purpose of taking responsibility on
behalf of the company for all or part of those proceedings.
ROUNDING OF AMOUNTS
The company is of a kind referred to in Corporations Instrument
2016/191, issued by the Australian Securities and Investments
Commission, relating to ‘rounding-off’. Amounts in this report
have been rounded off in accordance with that Corporations
Instrument to the nearest thousand dollars, or in certain cases,
the nearest dollar.
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 held personally liable,
except where there is a lack of good faith.
During the financial year, the company paid a premium in
respect of a contract to insure the Directors and Executives
of the company against a liability to the extent permitted by
the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of
the premium.
The Company is party to Deeds of Indemnity in favour of
each of the Directors, referred to in this report who held office
during the year and certain officeholders of the Company. The
indemnities operate to the full extent permitted by law and are
not subject to a monetary limit. SeaLink is not aware of any
liability having arisen, and no claims have been made, during or
since the financial year ending 30 June 2020 under the Deeds
of Indemnity.
INDEMNITY AND INSURANCE OF AUDITOR
To the extent permitted by law, the Company has agreed to
indemnify its auditors, Ernst & Young Australia, as part of the
terms of its audit engagement agreement against claims by
third parties arising from the audit (for an unspecified amount).
No payment has been made to indemnify Ernst & Young during
or since the financial year.
27
F I N A N C I A L R E P O R T
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES
Cape Jervis, South Australia
28
STATEMENT OF PROFIT OR LOSS CONSOLIDATED
FOR THE YEAR ENDED 30 JUNE 2020
Revenue from contracts with customers
Other income
Interest income
Total revenue and other income
EXPENSES
DIRECT OPERATING EXPENSES
Direct wages
Repairs and maintenance
Fuel
Commission
Meals and beverage
Tour costs
Depreciation
Depreciation – ROUA
Other direct expenses
ADMINISTRATION EXPENSES
Indirect wages
General and administration
Marketing
Financing charges
Amortisation of customer contracts and permits
Impairment on investment
Business acquisition expenses
Impairment of assets
Total expenses
PROFIT/(LOSS) BEFORE INCOME TAX EXPENSE
Income tax expense
Profit/(loss) after income tax expense for the year attributable to the owners of
SeaLink Travel Group Limited
EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
NOTE
4
5
2020
$’000
623,692
22,382
438
646,512
(318,875)
(37,095)
(44,165)
(9,068)
(10,982)
(7,132)
(20,915)
(18,654)
(25,134)
(58,878)
(37,497)
(4,868)
(9,768)
(20,865)
(1,637)
(17,510)
(10,797)
2019
$’000
248,774
2,576
38
251,388
(76,399)
(14,336)
(13,294)
(12,397)
(14,530)
(12,348)
(14,431)
–
(12,237)
(26,477)
(17,078)
(4,992)
(3,974)
(1,944)
(1,637)
(364)
–
(653,840)
(226,438)
6
27
40
40
(7,328)
(6,244)
(13,572)
CENTS
(8.2)
(8.2)
24,950
(3,407)
21,543
CENTS
21.2
21.2
STATEMENT OF OTHER COMPREHENSIVE INCOME (OCI) CONSOLIDATED
FOR THE YEAR ENDED 30 JUNE 2020
PROFIT/(LOSS) AFTER INCOME TAX EXPENSE FOR THE YEAR
ATTRIBUTABLE TO THE OWNERS OF SEALINK TRAVEL GROUP LIMITED
OTHER COMPREHENSIVE INCOME/(LOSS)
Items that may be reclassified subsequently to profit or loss
Net change in the fair value of cash flow hedges taken to equity, net of tax
Foreign currency translation
Other comprehensive income/(loss) for the year, net of tax
Total comprehensive profit/(loss) for the year attributable to the owners of
SeaLink Travel Group Limited
NOTE
27
2020
$’000
2019
$’000
(13,572)
21,543
(1,746)
(966)
(2,712)
(16,284)
(1,812)
–
(1,812)
19,731
THE ABOVE STATEMENT OF PROFIT OR LOSS AND STATEMENT OF OTHER COMPREHENSIVE INCOME SHOULD BE READ
IN CONJUNCTION WITH THE ACCOMPANYING NOTES
29
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIESFINANCIAL REPORT
STATEMENT OF FINANCIAL POSITION CONSOLIDATED
AS AT 30 JUNE 2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Income tax refund due
Other assets
Total Current Assets
NON-CURRENT ASSETS
Property, plant and equipment
Right-of-use assets
Intangibles
Deferred tax
Other assets
Total Non-Current Assets
Total Assets
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Contract liabilities
Lease liabilities
Other financial liabilities
Income tax
Employee benefits
Provisions
Other liabilities
Total Current Liabilities
NON-CURRENT LIABILITIES
Borrowings
Lease liabilities
Other financial liabilities
Deferred tax
Employee benefits
Other liabilities
Total Non-Current Liabilities
Total Liabilities
Net Assets
EQUITY
Issued capital
Reserves
Retained profits
Total Equity
NOTE
2020
$’000
2019
$’000
7
8
9
11
12
10
13
14
11
15
16
18
19
20
21
22
23
17
18
19
24
21
23
25
26
27
119,903
82,463
13,881
–
12,575
228,822
374,051
138,505
605,283
43,161
–
1,161,000
1,389,822
80,409
7,408
29,974
1,906
15,833
70,509
36,173
63,938
306,150
11,904
12,355
4,921
5,684
4,263
39,127
201,396
–
53,383
5,936
1,637
262,352
301,479
7,885
7,087
822
943
–
11,027
275
6,015
34,054
310,201
92,500
74,409
4,364
58,887
12,190
23,329
483,380
789,530
600,292
572,377
(3,991)
31,906
600,292
2,457
2,832
9,132
1,813
776
109,510
143,564
157,915
96,057
(1,700)
63,558
157,915
30
THE ABOVE STATEMENT OF FINANCIAL POSITION SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTES
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIESFINANCIAL REPORT STATEMENT OF CHANGES IN EQUITY CONSOLIDATED
BALANCE AT 1 JULY 2018
Profit after income tax expense for the year
Other comprehensive income/(loss)
for the year, net of tax
Total comprehensive profit/(loss) for the year
Transactions with owners in their capacity
as owners:
Contributions of equity, net of transaction costs
(note 25)
Share-based payments (note 41)
Dividends paid (note 28)
Balance at 30 June 2019
ISSUED
CAPITAL
$’000
95,557
–
–
–
500
–
–
RESERVES
$’000
(36)
–
(1,812)
(1,812)
–
148
–
96,057
(1,700)
ISSUED
CAPITAL
$’000
RESERVES
$’000
BALANCE AT 1 JULY 2019
96,057
(1,700)
Loss after income tax expense for the year
Other comprehensive income/(loss)
for the year, net of tax
Total comprehensive profit/(loss) for the year
Transactions with owners in their capacity
as owners:
Contributions of equity, net of transaction costs
(note 25)
Share-based payments (note 41)
Dividends paid (note 28)
Balance at 30 June 2020
–
–
–
476,320
–
–
–
(2,712)
(2,712)
–
421
–
572,377
(3,991)
RETAINED
PROFITS
$’000
56,700
21,543
–
21,543
–
–
(14,685)
63,558
RETAINED
PROFITS
$’000
63,558
(13,572)
–
(13,572)
–
–
(18,080)
31,906
NON-
CONTROLLING
INTEREST
$’000
–
–
–
–
–
–
–
–
NON-
CONTROLLING
INTEREST
$’000
–
–
–
–
–
–
–
–
TOTAL
EQUITY
$’000
152,221
21,543
(1,812)
19,731
500
148
(14,685)
157,915
TOTAL
EQUITY
$’000
157,915
(13,572)
(2,712)
(16,284)
476,320
421
(18,080)
600,292
THE ABOVE STATEMENT OF CHANGES IN EQUITY SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTES
31
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIESFINANCIAL REPORT
F I N A N C I A L R E P O R T
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020
NOTE
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Other revenue
Interest and other finance costs paid
Income taxes refunded/(paid)
Net cash from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of business, net of cash acquired
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Repayment of debt from share capital raising
Proceeds of refinancing
Repayment acquired debt
Payments for leases
Share issue transaction costs
Dividends paid
Repayment of borrowings
Net cash from/(used in) financing activities
Net increase in cash and cash equivalents
39
35
12
25
28
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
7
CONSOLIDATED
2020
$’000
2019
$’000
650,640
(579,896)
70,744
438
20,978
(9,768)
7,667
90,059
(119,810)
(29,458)
2,958
(146,310)
154,000
(92,500)
266,000
(100,300)
(37,818)
(7,052)
(18,080)
–
164,250
107,999
11,904
119,903
249,790
(202,879)
46,911
38
1,817
(4,582)
(3,539)
40,645
–
(17,645)
12,605
(5,040)
500
–
–
–
–
–
(14,685)
(12,758)
(26,943)
8,662
3,242
11,904
32
THE ABOVE STATEMENT OF CASH FLOWS SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTES
F I N A N C I A L R E P O R T
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES
Significant accounting policies
Critical accounting judgements, estimates and assumptions
Operating segments
Revenue from contracts with customers
Other income
Income tax expense
Cash and cash equivalents
Trade and other receivables
Inventories
Right-of-use assets
Other assets
Property, plant and equipment
Intangibles
Deferred tax assets
Trade and other payables
Contract liabilities
Borrowings
Lease liabilities
Other financial liabilities
Income tax
Employee benefits
Provisions
Other liabilities
Deferred tax liabilities
Issued capital
Reserves
Retained profits
Dividends
Financial instruments
Key management personnel disclosures
Remuneration of auditors
Commitments
Related party transactions
Parent entity information
Business combinations
Interests in subsidiaries
Deed of cross guarantee
Events after the reporting period
Reconciliation of profit/(loss) after income tax to net cash from operating activities
Earnings per share
Share-based payments
INDEX
NOTES
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
PAGE
34
41
43
45
46
46
47
47
48
48
49
49
50
52
53
53
54
55
56
56
56
57
57
58
58
59
60
60
60
64
65
65
66
66
67
69
71
71
72
72
73
33
NOTE 1 SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies
adopted in the preparation of the financial
statements are set out below. These
policies have been consistently applied
to all the years presented, unless
otherwise stated.
New or amended Accounting
Standards and Interpretations
adopted
The consolidated entity has adopted
all of the new or amended Accounting
Standards and Interpretations issued
by the Australian Accounting Standards
Board (‘AASB’) that are mandatory for
the current reporting period and relevant.
Any new or amended Accounting
Standards or Interpretations that are
not yet mandatory have not been
early adopted.
The adoption of these Accounting
Standards and Interpretations did not
have any significant impact on the
financial performance or position of
the consolidated entity other than
described below.
The following Accounting Standards and
Interpretations are most relevant to the
consolidated entity:
AASB 16 Leases
The consolidated entity has adopted
AASB 16 from 1 July 2019. The standard
replaces AASB 117 ‘Leases’ and
Interpretation 4 ‘determining whether
an arrangement contains a lease’ for
lessees and eliminates the classifications
of operating leases and finance leases.
Except for short-term leases and leases
of low-value assets, right-of-use assets
and corresponding lease liabilities are
recognised in the statement of financial
position at commencement date of
the lease when the asset is available
for use. Straight-line operating lease
expense recognition is replaced with a
depreciation charge for the right-of-use
assets (included in operating costs) and
an interest expense on the recognised
lease liabilities (included in finance costs).
In the earlier periods of the lease, the
expenses associated with the lease
under AASB 16 will be higher when
compared to lease expenses under
AASB 117. However, EBITDA (Earnings
Before Interest, Tax, Depreciation and
Amortisation) results improve as the
operating expense is now replaced
by interest expense and depreciation
in profit or loss. For classification
within the statement of cash flows, the
interest portion is disclosed in operating
activities and the principal portion of
the lease payments are separately
disclosed in financing activities using the
method where lease assets equal lease
liabilities at the start of the lease. For
lessor accounting, the standard does
not substantially change how a lessor
accounts for leases.
Impact of adoption
AASB 16 was adopted using the
modified retrospective approach where
the right of use asset is equal to the lease
liability and as such the comparatives
have not been restated. The impact of
adoption was as follows:
IMPACT ON CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1 JULY 2019
Right of use asset
Lease liability
Deferred tax expense
RECONCILIATION ONTO CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE
Operating lease commitments at 30 June 2019
Impact of discounting at the incremental borrowings rate
Lease assets that are not recognised as lease liabilities under AASB 16 (low value and short term)
Additional lease liabilities recognised on adoption of AASB 16 at 1 July 2019
Carrying value of existing finance leases at 30 June 2019
Balance of lease liabilities at 1 July 2019
Below the movement tables include leases that had previously been treated as finance lease assets and leases.
ROUA MOVEMENT YEAR ENDED 30 JUNE 2020
Transition adjustment
New leases acquired during the year
Depreciation
Business combinations
Exchange differences
Closing balance
34
$’000
16,889
(17,931)
(13)
16,085
(1,359)
(74)
–
3,279
17,931
$’000
16,889
1,753
(18,654)
141,827
(3,310)
138,505
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT LEASE LIABILITIES MOVEMENT FOR THE YEAR ENDED 30 JUNE 2020 $’000
Transition adjustment
Lease related interest
Lease payments
COVID-19 rental relief
Leases acquired by parent entity
Leases from business combinations
Exchange differences
Closing balance
When measuring the lease liabilities for
leases that were previously classified as
operating leases, the Group discounted
lease payments using its estimate for
an incremental borrowing rate. At 1 July
2019 the weighted average rate applied
was 3.3%.
The Group elected to apply the following
transitional provisions:
• Exemption for lease arrangements
with a short term less than 12 months
from the date of initial application
• Exemption for lease arrangements
where the value of the underlying
leased asset is deemed to be
low-value
• Reliance on the assessment of
whether a contract was a lease based
on the Interpretation 4 assessment;
and
• Used a single discount rate for
a portfolio of similar leases.
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 (‘AASB’) and the Corporations
Act 2001, as appropriate for for-
profit oriented entities. These financial
statements also comply with International
Financial Reporting Standards as
issued by the International Accounting
Standards Board (‘IASB’).
other comprehensive income, investment
properties, certain classes of property,
plant and equipment and derivative
financial instruments.
Critical accounting estimates
The preparation of the financial
statements requires the use of certain
critical accounting estimates. It also
requires management to exercise its
judgement in the process of applying the
consolidated entity’s accounting policies.
The areas involving a higher degree
of judgement or complexity, or areas
where assumptions and estimates are
significant to the financial statements,
are disclosed in note 2.
Funding and liquidity
The financial statements are prepared
on a going concern basis. As at 30 June
2020, the Consolidated Statement of
Financial Position reflected an excess
of current liabilities over current assets
of $77.3m. The amount of the deficit is
fully covered by the Company’s undrawn
banking facilities of $115.4m as at
30 June 2020. In addition there are
amounts included in current liabilities
which are not expected to be paid in the
next 12 months, despite the accounting
treatment requiring them to be disclosed
as current liabilities including leave
liabilities which historically have not
all been paid out within 12 months.
In addition, there is no indication the
future operating cashflows of the
business will be materially different to
those achieved historically.
Historical cost convention
PARENT ENTITY INFORMATION
The financial statements have been
prepared under the historical cost
convention, except for, where applicable,
the revaluation of financial assets and
liabilities at fair value through profit or
loss, financial assets at fair value through
In accordance with the Corporations Act
2001, these financial statements present
the results of the consolidated entity only.
Supplementary information about the
parent entity is disclosed in note 34.
17,931
3,425
(37,818)
(431)
510
123,651
(2,885)
104,383
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements
incorporate the assets and liabilities of
all subsidiaries of SeaLink Travel Group
Limited (‘company’ or ‘parent entity’)
as at 30 June 2020 and the results of
all subsidiaries for the year then ended.
SeaLink Travel Group Limited and its
subsidiaries together are referred to
in these financial statements as the
‘consolidated entity’.
Subsidiaries are all those entities over
which the consolidated entity has control.
The consolidated entity controls an entity
when the consolidated entity 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 consolidated entity.
They are de-consolidated from the date
that control ceases.
Intercompany transactions, balances
and unrealised gains on transactions
between entities in the consolidated
entity 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
consolidated entity.
The acquisition of subsidiaries is
accounted for using the acquisition
method of accounting. A change in
ownership interest, without the loss of
control, is accounted for as an equity
transaction, where the difference
between the consideration transferred
and the book value of the share of the
non-controlling interest acquired is
recognised directly in equity attributable
to the parent.
35
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT Where the consolidated entity
loses control over a subsidiary, it
derecognises the assets including
goodwill, liabilities and non-controlling
interest in the subsidiary together with
any cumulative translation differences
recognised in equity. The consolidated
entity recognises the fair value of the
consideration received and the fair value
of any investment retained together with
any gain or loss in profit or loss.
OPERATING SEGMENTS
Operating segments are presented using
the ‘management approach’, where the
information presented is on the same
basis as the internal reports provided
to the Chief Operating Decision Makers
(‘CODM’). The CODM is responsible
for the allocation of resources to
operating segments and assessing
their performance.
FOREIGN CURRENCY
TRANSLATION
The financial statements are presented
in Australian dollars, which is SeaLink
Travel Group Limited’s functional and
presentation currency.
Foreign currency transactions
Foreign currency transactions are
translated into Australian dollars using the
exchange rates prevailing at the dates of
the transactions. Foreign exchange gains
and losses resulting from the settlement
of such transactions and from the
translation at financial year-end exchange
rates of monetary assets and liabilities
denominated in foreign currencies are
recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign
operations are translated into Australian
dollars using the exchange rates at
the reporting date. The revenues and
expenses of foreign operations are
translated into Australian dollars using
the average exchange rates, which
approximate the rates at the dates
of the transactions, for the period. All
resulting foreign exchange differences
are recognised in other comprehensive
income through the foreign currency
reserve in equity.
The foreign currency reserve is
recognised in profit or loss when the
foreign operation or net investment is
disposed of.
36
REVENUE RECOGNITION
The consolidated entity recognises
revenue as follows:
Revenue from contracts with customers
Revenue from transport of passengers,
freight and accommodation is recognised
at the time of delivery of the service to
the customer, which is the time where
the control is transferred and when each
separate performance obligation in the
customer contract is fulfilled given the
short time services are provided (less
than a day). This typically occurs on a
departure date or booking date basis
whereby customers or groups who have
paid for services have actually departed
on those travel or accommodation
services. The revenue is recognised in
the month of the said departure date.
Some of the ferry and freight transports
have a series of performance obligations,
but as the duration of these transports
are short term the impact from splitting
these contract into “distinct services”
does not have material impact.
Revenue in relation to retailing of travel
services is recognised on a gross basis
when customers have paid for their travel
services.
Revenue is recognised at the amount
that reflects the consideration to which
the Group expects to be entitled in
exchange for transferring goods or
services to a customer, excluding
GST and after deduction of trade
discounts. Trade Receivables typically
do not contain a significant financing
component. The general credit terms are
overall short and are following market
terms.
Accounting estimates and judgements
are made in order to determine time of
delivery and account for income accruals
when it is deferred. These accounting
estimates and judgements are based on
experience and continuous follow-up on
service delivered.
Delivery of services
Revenue from bus contracts to provide
services is recognised over time as
the services are delivered based on
agreed contractual rates for delivery
of the defined services. If services
are increased or decreased, a pre-
determined contractual adjustment on
a per kilometre basis is made against
the contractual rates.
Contract revenue includes the revenue
from pre-operational phase, initial
amount agreed in the contract plus any
variations in contract work, claims and
incentive payments, to the extent that it
is probable that they will result in revenue
and can be measured reliably.
Given the impact from business
combinations during the period, we
have amended comparatives where
reasonable to align to the current
year classification and disclosure to
be consistent with the whole group
application of accounting policies. We
note $35 million of revenue previously
disclosed as “point in time” has been
more appropriately disclosed as services
delivered “over time”, to be consistent
with the updated group policies. The
contracts being reclassified from “point
in time” to “over time” have a very short
duration (i.e. days, hours) and therefore,
there is no difference in the timing of
recognition of revenue from
the change in classification.
Interest
Interest revenue is recognised as interest
accrues using the effective interest
method. This is a method of calculating
the amortised cost of a financial asset
and allocating the interest income over
the relevant period using the effective
interest rate, which is the rate that exactly
discounts estimated future cash receipts
through the expected life of the financial
asset to the net carrying amount of the
financial asset.
Other income
Other income is recognised when it is
received or when the right to receive
payment is established.
Government grants
Revenue for government grants is
recognised when you have reasonable
assurance that the obligations under
the government grant will be satisfied.
Government grants relating to costs are
deferred and recognised in profit or loss
over the period necessary to match them
with the costs that they are intended to
compensate.
Jobkeeper and similar payments from
governments received in the United
Kingdom and Singapore have been
accounted for using the net offset
method and have therefore been offset
against the costs they are intended
to support.
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT INCOME TAX
The income tax expense or benefit for the
period is the tax payable on that period’s
taxable income based on the applicable
income tax rate for each jurisdiction,
adjusted by the changes in deferred
tax assets and liabilities attributable to
temporary differences, unused tax losses
and the adjustment recognised for prior
periods, where applicable.
Deferred tax assets and liabilities are
recognised for temporary differences
at the tax rates expected to be applied
when the assets are recovered or
liabilities are settled, based on those tax
rates that are enacted or substantively
enacted, except for:
• When the deferred income tax
asset or liability arises from the initial
recognition of goodwill or an asset or
liability in a transaction that is not a
business combination and that, at the
time of the transaction, affects neither
the accounting nor taxable profits; or
• When the taxable temporary
difference is associated with interests
in subsidiaries, associates or joint
ventures, and the timing of the reversal
can be controlled and it is probable
that the temporary difference will not
reverse in the foreseeable future.
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.
The carrying amount of recognised and
unrecognised deferred tax assets are
reviewed at each reporting date. Deferred
tax assets recognised are reduced to the
extent that it is no longer probable that
future taxable profits will be available for
the carrying amount to be recovered.
Previously unrecognised deferred tax
assets are recognised to the extent that
it is probable that there are future taxable
profits available to recover the asset.
Deferred tax assets and liabilities are
offset only where there is a legally
enforceable right to offset current tax
assets against current tax liabilities and
deferred tax assets against deferred tax
liabilities; and they relate to the same
taxable authority on either the same
taxable entity or different taxable entities
which intend to settle simultaneously.
SeaLink Travel Group Limited (the
‘head entity’) and its wholly-owned
Australian subsidiaries have formed an
income tax consolidated group under
the tax consolidation regime. The head
entity and each subsidiary in the tax
consolidated group continue to account
for their own current and deferred tax
amounts. The tax consolidated group
has applied the ‘separate taxpayer
within group’ approach in determining
the appropriate amount of taxes
to allocate to members of the tax
consolidated group.
In addition to its own current and
deferred tax amounts, the head entity
also recognises the current tax liabilities
(or assets) and the deferred tax assets
arising from unused tax losses and
unused tax credits assumed from each
subsidiary in the tax consolidated group.
Assets or liabilities arising under tax
funding agreements with the tax
consolidated entities are recognised as
amounts receivable from or payable to
other entities in the tax consolidated
group. The tax funding arrangement
ensures that the intercompany charge
equals the current tax liability or benefit
of each tax consolidated group member,
resulting in neither a contribution by
the head entity to the subsidiaries nor
a distribution by the subsidiaries to the
head entity.
CURRENT AND NON-CURRENT
CLASSIFICATION
Assets and liabilities are presented in the
statement of financial position based on
current and non-current classification.
An asset is classified as current when:
it is either expected to be realised or
intended to be sold or consumed in the
consolidated entity’s normal operating
cycle; it is held primarily for the purpose
of trading; it is expected to be realised
within 12 months after the reporting
period; or the asset is cash or cash
equivalent unless restricted from being
exchanged or used to settle a liability for
at least 12 months after the reporting
period. All other assets are classified as
non-current.
A liability is classified as current when:
it is either expected to be settled in the
consolidated entity’s normal operating
cycle; it is held primarily for the purpose
of trading; it is due to be settled within
12 months after the reporting period; or
there is no unconditional right to defer
the settlement of the liability for at least
12 months after the reporting period.
All other liabilities are classified as
non-current.
Deferred tax assets and liabilities are
always classified as non-current.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes
cash on hand, deposits held at call with
financial institutions, other short-term,
highly liquid investments with original
maturities of three months or less that
are readily convertible to known amounts
of cash and which are subject to an
insignificant risk of changes in value.
TRADE AND OTHER
RECEIVABLES
Trade receivables are initially recognised
at transaction price and subsequently
measured at amortised cost using
the effective interest method, less any
allowance for expected credit losses.
Trade receivables are generally due for
settlement within 30 days.
The consolidated entity has established
a provision matrix that is based on it’s
historical loss experience, adjusted for
forward looking factors specific for the
debtors and the economic environment.
To measure the expected credit losses,
trade receivables have been grouped
based on days overdue.
Other receivables are recognised at
amortised cost, less any allowance for
expected credit losses.
CUSTOMER ACQUISITION
COSTS
Customer acquisition costs are
capitalised as an asset where such costs
are incremental to obtaining a contract
with a customer and are expected to be
recovered. Customer acquisition costs
are amortised on a straight-line basis
over the term of the contract.
Costs to obtain a contract that would
have been incurred regardless of whether
the contract was obtained or which
are not otherwise recoverable from a
customer are expensed as incurred
to profit or loss. Incremental costs of
obtaining a contract where the contract
term is less than one year is immediately
expensed to profit or loss.
INVENTORIES
Stock on hand is stated at the lower
of cost and net realisable value. Cost
comprises of purchase and delivery
costs, net of rebates and discounts
received or receivable.
37
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT Net realisable value is the estimated
selling price in the ordinary course of
business less the estimated costs of
completion and the estimated costs
necessary to make the sale.
DERIVATIVE FINANCIAL
INSTRUMENTS
Derivatives are initially recognised at fair
value on the date a derivative contract
is entered into and are subsequently
remeasured to their fair value at each
reporting date. The accounting for
subsequent changes in fair value
depends on whether the derivative is
designated as a hedging instrument,
and if so, the nature of the item being
hedged.
Derivatives are classified as current or
non-current depending on the expected
period of realisation.
Cash flow hedges
Cash flow hedges are used to cover
the consolidated entity’s exposure to
variability in cash flows that is attributable
to particular risks associated with a
recognised asset or liability or a firm
commitment which could affect profit
or loss. The effective portion of the
gain or loss on the hedging instrument
is recognised in other comprehensive
income through the cash flow hedges
reserve in equity, whilst the ineffective
portion is recognised in profit or loss.
Amounts taken to equity are transferred
out of equity and included in the
measurement of the hedged transaction
when the forecast transaction occurs.
Cash flow hedges are tested for
effectiveness on a regular basis
prospectively to ensure that each hedge
is highly effective and continues to be
designated as a cash flow hedge.
If the forecast transaction is no longer
expected to occur, the amounts
recognised in equity are transferred
to profit or loss.
If cashflow hedge accounting is
discontinued, the amount that has
been accumulated in OCI must remain
in accumulated OCI if the hedged
future cashflows are still expected to
occur and released to profit or loss
when the forecast transaction occurs.
Otherwise the amount will be immediately
reclassified to profit or loss as a
reclassification adjustment.
38
PROPERTY, PLANT AND
EQUIPMENT
subject to impairment or adjusted for any
remeasurement of lease liabilities.
Plant and equipment is stated at
historical cost less accumulated
depreciation and impairment.
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
(excluding land) over their expected
useful lives as follows:
14–60 years
Land and buildings
Leasehold improvements 4–22 years
3–30 years
Plant and equipment
5–25 years
Vessels
3–20 years
Motor vehicles
3–5 years
Leased motor vehicles
The residual values, useful lives and
depreciation methods are reviewed,
and adjusted if appropriate, at each
reporting date.
Leasehold improvements are depreciated
over the unexpired period of the lease
or the estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment
is derecognised upon disposal or when
there is no future economic benefit to
the consolidated entity. Gains and losses
between the carrying amount and the
disposal proceeds are taken to profit
or loss.
RIGHT-OF-USE ASSETS (ROUA)
A right-of-use asset is recognised at the
commencement date of a lease. The
right-of-use asset is initially measured at
cost, which comprises the initial amount
of the lease liability, adjusted for, as
applicable, any lease payments made
at or before the commencement date
net of any lease incentives received, any
initial direct costs incurred, and, except
where included in the cost of inventories,
an estimate of costs expected to be
incurred for dismantling and removing the
underlying asset, and restoring the site
or asset.
Right-of-use assets are depreciated on
a straight-line basis over the unexpired
period of the lease or the estimated
useful life of the asset, whichever is the
shorter. Where the consolidated entity
expects to obtain ownership of the
leased asset at the end of the lease term,
the depreciation is over its estimated
useful life. Right-of use assets are
The consolidated entity has elected not
to recognise a right-of-use asset and
corresponding lease liability for short-
term leases with terms of 12 months
or less and leases of low-value assets.
Lease payments on these assets are
expensed to profit or loss as incurred.
INTANGIBLE ASSETS
Intangible assets acquired as part of
a business combination, other than
goodwill, are initially measured at their
fair value at the date of the acquisition.
Intangible assets acquired separately
are initially recognised at cost. Indefinite
life intangible assets are not amortised
and are subsequently measured at
cost less any impairment. Finite life
intangible assets are subsequently
measured at cost less amortisation and
any impairment. The gains or losses
recognised in profit or loss arising from
the derecognition of intangible assets
are measured as the difference between
net disposal proceeds and the carrying
amount of the intangible asset. The
method and useful lives of finite life
intangible assets are reviewed annually.
Changes in the expected pattern of
consumption or useful life are accounted
for prospectively by changing the
amortisation method or period.
Goodwill
Goodwill arises on the acquisition of
a business. Goodwill is not amortised.
Instead, goodwill is tested annually for
impairment, or more frequently if events
or changes in circumstances indicate
that it might be impaired, and is carried
at cost less accumulated impairment
losses. Impairment losses on goodwill
are taken to profit or loss and are not
subsequently reversed.
Customer contracts
Customer contracts acquired in a
business combination are amortised
on a straight-line basis over the period
of their expected benefit, being their
estimated finite life of 1 to 10 years.
IMPAIRMENT OF NON-
FINANCIAL ASSETS
Goodwill and other 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
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
might be impaired. Other non-financial
assets including right of use 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.
Recoverable amount is the higher of an
asset’s fair value less costs of disposal
and value-in-use. The value-in-use is
the present value of the estimated future
cash flows relating to the asset using a
pre-tax discount rate specific to the asset
or cash-generating unit to which the
asset belongs. Assets that do not have
independent cash flows are grouped
together to form a cash-generating unit.
TRADE AND OTHER PAYABLES
These amounts represent liabilities for
goods and services provided to the
consolidated entity prior to the end of
the financial year and which are unpaid.
Due to their short-term nature they are
measured at amortised cost and are not
discounted. The amounts are unsecured
and are usually paid within 30 days of
recognition.
CONTRACT LIABILITIES
Contract liabilities represent the
consolidated entity’s obligation to transfer
goods or services to a customer and
are recognised when a customer pays
consideration, or when the consolidated
entity recognises a receivable to reflect
its unconditional right to consideration
(whichever is earlier) before the
consolidated entity has transferred the
goods or services to the customer.
BORROWINGS
Loans and borrowings are initially
recognised at the fair value of the
consideration received, net of transaction
costs. They are subsequently measured
at amortised cost using the effective
interest method.
LEASE LIABILITIES
A lease liability is recognised at the
commencement date of a lease. The
lease liability is initially recognised at the
present value of the lease payments to
be made over the term of the lease,
discounted using the interest rate implicit
in the lease or, if that rate cannot be
readily determined, the consolidated
entity’s incremental borrowing rate. Lease
payments comprise of fixed payments
less any lease incentives receivable,
variable lease payments that depend on
an index or a rate, amounts expected to
be paid under residual value guarantees,
exercise price of a purchase option when
the exercise of the option is reasonably
certain to occur, and any anticipated
termination penalties. The variable
lease payments that do not depend on
an index or a rate are expensed in the
period in which they are incurred.
Lease liabilities are measured at
amortised cost using the effective interest
method. The carrying amounts are
remeasured if there is a change in the
following: future lease payments arising
from a change in an index or a rate used;
residual guarantee; lease term; certainty
of a purchase option and termination
penalties. When a lease liability is
remeasured, an adjustment is made to
the corresponding right-of-use asset, or
to profit or loss if the carrying amount of
the right-of-use asset may fully written
down after taking into account remaining
lease term and any options to extend or
terminate the agreement.
EMPLOYEE BENEFITS
Short-term employee benefits
Liabilities for wages and salaries,
including non-monetary benefits,
annual leave, long service leave and
accumulating sick leave expected to
be settled wholly within 12 months of
the reporting date are measured at the
amounts expected to be paid when the
liabilities are settled. Non-accumulating
sick leave is expensed to profit or loss
when incurred.
Other long-term employee benefits
The liability for annual leave and long
service leave not expected to be settled
within 12 months of the reporting date
are measured at the present value
of expected future payments to be
made in respect of services provided
by employees up to the reporting date
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 reporting date on high quality
corporate bonds with terms to maturity
and currency that match, as closely
as possible, the estimated future cash
outflows.
FINANCE COSTS
Share-based payments
Finance costs attributable to qualifying
assets are capitalised as part of the
asset. All other finance costs are
expensed in the period in which they
are incurred.
PROVISIONS
Provisions are recognised when the
consolidated entity has a present
(legal or constructive) obligation as a
result of a past event, it is probable
the consolidated entity will be required
to settle the obligation, and a reliable
estimate can be made of the amount of
the obligation. The amount recognised
as a provision is the best estimate of
the consideration required to settle
the present obligation at the reporting
date, taking into account the risks and
uncertainties surrounding the obligation.
If the time value of money is material,
provisions are discounted using a current
pre-tax rate specific to the liability. The
increase in the provision resulting from
the passage of time is recognised as a
finance cost.
Equity-settled and cash-settled share-
based compensation benefits are
provided to employees.
Equity-settled transactions are awards of
shares, or options over shares, that are
provided to employees in exchange for
the rendering of services. Cash-settled
transactions are awards of cash for the
exchange of services, where the amount
of cash is determined by reference to the
share price.
The cost of equity-settled transactions
are measured at fair value on grant date.
Fair value is independently determined
using either the Binomial or Black-
Scholes option pricing model that takes
into account the exercise price, the term
of the option, the impact of dilution, 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,
together with non-vesting conditions
that do not determine whether the
consolidated entity receives the services
that entitle the employees to receive
payment. No account is taken of any
other vesting conditions.
39
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT The cost of equity-settled transactions
are recognised as an expense with a
corresponding increase in equity over the
vesting period. The cumulative charge to
profit or loss is calculated based on the
grant date fair value of the award, the
best estimate of the number of awards
that are likely to vest and the expired
portion of the vesting period. The amount
recognised in profit or loss for the period
is the cumulative amount calculated at
each reporting date less amounts already
recognised in previous periods.
The cost of cash-settled transactions is
initially, and at each reporting date until
vested, determined by applying either the
Binomial or Black-Scholes option pricing
model, taking into consideration the
terms and conditions on which the award
was granted. The cumulative charge to
profit or loss until settlement of the liability
is calculated as follows:
• during the vesting period, the liability
at each reporting date is the fair value
of the award at that date multiplied
by the expired portion of the vesting
period
• from the end of the vesting period until
settlement of the award, the liability is
the full fair value of the liability at the
reporting date.
All changes in the liability are recognised
in profit or loss. The ultimate cost of
cash-settled transactions is the cash paid
to settle the liability.
Market conditions are taken into
consideration in determining fair value.
Therefore any awards subject to market
conditions are considered to vest
irrespective of whether or not that market
condition has been met, provided all
other conditions are satisfied.
If equity-settled awards are modified, as
a minimum an expense is recognised as
if the modification has not been made.
An additional expense is recognised,
over the remaining vesting period, for any
modification that increases the total fair
value of the share-based compensation
benefit as at the date of modification.
If the non-vesting condition is within
the control of the consolidated entity
or employee, the failure to satisfy the
condition is treated as a cancellation.
If the condition is not within the control of
the consolidated entity or employee and
is not satisfied during the vesting period,
any remaining expense for the award is
recognised over the remaining vesting
period, unless the award is forfeited.
If equity-settled awards are cancelled,
40
it is treated as if it has vested on the
date of cancellation, and any remaining
expense is recognised immediately. If a
new replacement award is substituted for
the cancelled award, the cancelled and
new award is treated as if they were a
modification.
FAIR VALUE MEASUREMENT
When an asset or liability, financial or
non-financial, is measured at fair value
for recognition or disclosure purposes,
the fair value is based on the price that
would be received to sell an asset or
paid to transfer a liability in an orderly
transaction between market participants
at the measurement date; and assumes
that the transaction will take place either:
in the principal market; or in the absence
of a principal market, in the most
advantageous market.
Fair value is measured using the
assumptions that market participants
would use when pricing the asset
or liability, assuming they act in
their economic best interests. For
non-financial assets, the fair value
measurement is based on its highest
and best use. Valuation techniques that
are appropriate in the circumstances
and for which sufficient data are
available to measure fair value, are
used, maximising the use of relevant
observable inputs and minimising the
use of unobservable inputs.
ISSUED CAPITAL
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.
DIVIDENDS
Dividends are recognised when declared
during the financial year and no longer at
the discretion of the company.
BUSINESS COMBINATIONS
The acquisition method of accounting
is used to account for business
combinations regardless of whether
equity instruments or other assets
are acquired.
The consideration transferred is the sum
of the acquisition-date fair values of the
assets transferred, equity instruments
issued or liabilities incurred by the
acquirer to former owners of the
acquiree and the amount of any non-
controlling interest in the acquiree.
For each business combination, the
non-controlling interest in the acquiree
is measured at either fair value or at the
proportionate share of the acquiree’s
identifiable net assets. All acquisition
costs are expensed as incurred to
profit or loss.
On the acquisition of a business,
the consolidated entity assesses the
financial assets acquired and liabilities
assumed for appropriate classification
and designation in accordance with the
contractual terms, economic conditions,
the consolidated entity’s operating or
accounting policies and other pertinent
conditions in existence at the acquisition-
date.
Where the business combination is
achieved in stages, the consolidated
entity remeasures its previously held
equity interest in the acquiree at the
acquisition-date fair value and the
difference between the fair value and the
previous carrying amount is recognised in
profit or loss.
Contingent consideration to be
transferred by the acquirer is recognised
at the acquisition-date fair value.
Subsequent changes in the fair value of
the contingent consideration classified
as an asset or liability is recognised in
profit or loss. Contingent consideration
classified as equity is not remeasured
and its subsequent settlement is
accounted for within equity.
The difference between the acquisition-
date fair value of assets acquired,
liabilities assumed and any non-
controlling interest in the acquiree
and the fair value of the consideration
transferred and the fair value of any
pre-existing investment in the acquiree
is recognised as goodwill. If the
consideration transferred and the
pre-existing fair value is less than the
fair value of the identifiable net assets
acquired, being a bargain purchase to
the acquirer, the difference is recognised
as a gain directly in profit or loss by the
acquirer on the acquisition-date, but only
after a reassessment of the identification
and measurement of the net assets
acquired, the non-controlling interest in
the acquiree, if any, the consideration
transferred and the acquirer’s previously
held equity interest in the acquirer.
Business combinations are initially
accounted for on a provisional basis.
The acquirer retrospectively adjusts the
provisional amounts recognised and also
recognises additional assets or liabilities
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT during the measurement period, based
on new information obtained about the
facts and circumstances that existed at
the acquisition-date. The measurement
period ends on either the earlier of (i)
12 months from the date of the acquisition
or (ii) when the acquirer receives all the
information possible to determine fair value.
EARNINGS PER SHARE
Basic earnings per share
Basic earnings per share is calculated
by dividing the profit attributable to the
owners of SeaLink Travel Group Limited,
excluding any costs of servicing equity
other than ordinary shares, by the
weighted average number of ordinary
shares outstanding during the financial
year, adjusted for bonus elements
in ordinary shares issued during the
financial year.
Diluted earnings per share
Diluted earnings per share adjusts the
figures used in the determination of basic
earnings per share to take into account
the after income tax effect of interest
and other financing costs associated
with dilutive potential ordinary shares
and the weighted average number of
shares assumed to have been issued
for no consideration in relation to dilutive
potential ordinary shares.
GOODS AND SERVICES TAX
(‘GST’) AND OTHER SIMILAR
TAXES
Revenues, expenses and assets
are recognised net of the amount of
associated GST, unless the GST incurred
is not recoverable from the tax authority.
In this case it is recognised as part of the
cost of the acquisition of the asset or as
part of the expense.
Receivables and payables are stated
inclusive of the amount of GST receivable
or payable. The net amount of GST
recoverable from, or payable to, the tax
authority is included in other receivables
or other payables in the statement of
financial position.
Cash flows are presented on a gross
basis. The GST components of cash
flows arising from investing or financing
activities which are recoverable from,
or payable to the tax authority, are
presented as operating cash flows.
Commitments and contingencies are
disclosed net of the amount of GST
recoverable from, or payable to, the
tax authority.
ROUNDING OF AMOUNTS
The company is of a kind referred to
in Corporations Instrument 2016/191,
issued by the Australian Securities and
Investments Commission, relating to
‘rounding-off’. Amounts in this report
have been rounded off in accordance
with that Corporations Instrument to the
nearest thousand dollars, or in certain
cases, the nearest dollar.
NEW ACCOUNTING STANDARDS
AND INTERPRETATIONS NOT
YET MANDATORY OR EARLY
ADOPTED
Australian Accounting Standards and
Interpretations that have recently been
issued or amended but are not yet
mandatory, have not been early adopted
by the consolidated entity for the annual
reporting period ended 30 June 2020.
The consolidated entity has not yet
assessed the impact of these new or
amended Accounting Standards and
Interpretations.
NOTE 2 CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES & ASSUMPTIONS
The preparation of the financial
statements requires management
to make judgements, estimates and
assumptions that affect the reported
amounts in the financial statements.
Management continually evaluates its
judgements and estimates in relation to
assets, liabilities, contingent liabilities,
revenue and expenses. Management
bases its judgements, estimates and
assumptions on historical experience
and on other various factors, including
expectations of future events,
management believes to be reasonable
under the circumstances. The resulting
accounting judgements and estimates
will seldom equal the related actual
results. The judgements, estimates and
assumptions that have a significant risk
of causing a material adjustment to the
carrying amounts of assets and liabilities
(refer to the respective notes) within the
next financial year are discussed below.
CORONAVIRUS (COVID-19)
PANDEMIC
COVID-19, which is a respiratory illness
caused by a new virus, was declared
a world-wide pandemic by the World
Health Organisation in March 2020.
COVID-19, as well as measures to slow
the spread of the virus, have since had a
significant impact on global economies
and equity, debt and commodity
markets.
The Company is continuing to assess
the impact of the COVID-19 outbreak
on demand for SeaLink’s products
and services, customers and supply
chain. The Governments restrictions
on domestic and international borders,
travel generally and on gatherings
and social distancing measures have
impacted SeaLink’s sales in FY20 and
have the potential to impact them further
in FY21, however, at present and given
the uncertainty that exists, the financial
impact cannot be reasonably estimated.
The Company has considered the impact
of COVID-19 and other market volatility in
preparing its financial statements.
While COVID-19 did not result in the
identification of any further areas of
judgement and critical accounting
estimates in addition to those specifically
disclosed below it did result in the
application of additional judgement.
Given the dynamic and evolving nature
of COVID-19, limited recent experience
of the economic and financial impacts
of such a pandemic, changes to the
estimates and outcomes that have
been applied in the measurement of
the Company’s assets and liabilities
may arise in the future. Other than
adjusting events that provide evidence
of conditions that existed at the end
of the reporting period, the impact of
events that arise after the reporting
period will be accounted for in future
reporting periods.
41
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT As a consequence of COVID-19 and in
preparing these financial statements,
management:
COVID-19 as at 30 June 2020. Cost is
calculated using the weighted average
cost method.
• reviewed external market
Impairment of non-financial assets
communications to identify other
COVID-19 related impacts
• reviewed internal processes to ensure
consistency in the application of the
expected impact of COVID-19 across
all asset classes
• assessed the carrying values of its
assets and liabilities and determined
the impact thereon as a result of
market inputs and variables impacted
by COVID-19
• considered the impact of COVID-19
on the Company’s financial statement
disclosures
• considered SeaLink’s Marine and
Tourism operating segment’s eligibility
for Jobkeeper and implemented
accordingly, separate from the
remaining public transport bus
segments which were not considered
eligible.
Property, Plant & Equipment
The Company has assessed the
carrying value of its tangible assets
at the reporting date for indicators of
impairment and, where applicable,
reviewed the measurement of the
carrying value of such tangible assets.
Such assessment incorporated a
consideration of COVID-19 and an
impairment of the carrying value of
vessels was brought to account in the
period to reflect this. (refer Note 12)
Impairment of financial assets specifically
trade receivables
The Company has reviewed the
expected credit losses for its trade
receivables balances. AASB 9 requires
forward-looking information (including
macroeconomic information) to be
considered both when assessing whether
there has been a significant increase in
credit risk and when measuring expected
credit losses. There were no adjustments
required to the carrying values of trade
receivables from the impact of COVID-19
as at 30 June 2020.
Valuation of inventory
The Company has performed an
assessment of inventory on hand
at balance date to assess whether
inventories are valued at the lower of
cost and net realisable value. There were
no adjustments required to the carrying
values of inventories from the impact of
42
Intangible assets comprise of goodwill
and other intangible assets with both
finite and indefinite lives. Consistent with
the Company’s accounting policies, it
has evaluated the conditions specific
to the Company and the assets subject
to impairment to assess whether any
impairment triggers that may lead to
impairment have been identified. In
doing this, the Company has reviewed
the key assumptions in its previous
annual impairment assessment to assess
whether any changes to the assumptions
within that impairment assessment would
result in an impairment loss at 30 June
2020. Such assessment incorporated
a consideration of COVID-19 and an
impairment of the carrying value of
intangibles associated with the Fraser
Island CGU was brought to account in
the period to reflect this. (refer Note 13)
Investments
The Company has assessed the
carrying value of its investments at
the reporting date for indicators of
impairment and, where applicable,
reviewed the measurement of the
carrying value of such investments. This
assessment incorporated a consideration
of COVID-19 and an impairment of
the carrying value of the Company’s
investment in UWAI was brought to
account in the period to reflect this.
(refer Note 11)
Risk management
The Company’s risk management
framework continues to be applied
across the Operating Group and the
Company continues to monitor the
impact of COVID-19 on Company’s risk
profile. Non-financial risks emerging from
global and local movement restrictions,
liquidity, remote working by our staff,
counterparties, clients and suppliers, are
being identified, assessed, managed and
governed through timely application of
Company’s risk management framework.
Share-based payment transactions
The consolidated entity measures the
cost of equity-settled transactions with
employees by reference to the fair value
of the equity instruments at the date at
which they are granted. The fair value is
determined by using either the Binomial
or Black-Scholes model taking into
account the terms and conditions upon
which the instruments were granted. The
accounting estimates and assumptions
relating to equity-settled share-based
payments would have no impact on the
carrying amounts of assets and liabilities
within the next annual reporting period
but may impact profit or loss and equity.
Allowance for expected credit losses
The allowance for expected credit
losses assessment requires a degree of
estimation and judgement. It is based
on the lifetime expected credit loss,
grouped based on days overdue, and
makes assumptions to allocate an overall
expected credit loss rate for each group.
These assumptions include recent sales
experience and historical collection rates.
Provision for impairment of inventories
The provision for impairment of
inventories assessment requires a degree
of estimation and judgement. The level of
the provision is assessed by taking into
account the recent sales experience, the
ageing of inventories and other factors
that affect inventory obsolescence.
Fair value measurement hierarchy
The consolidated entity is required to
classify all assets and liabilities, measured
at fair value, using a three level hierarchy,
based on the lowest level of input that
is significant to the entire fair value
measurement, being: Level 1: Quoted
prices (unadjusted) in active markets
for identical assets or liabilities that the
entity can access at the measurement
date; Level 2: Inputs other than quoted
prices included within Level 1 that are
observable for the asset or liability,
either directly or indirectly; and Level
3: Unobservable inputs for the asset
or liability. Considerable judgement is
required to determine what is significant
to fair value and therefore which category
the asset or liability is placed in can be
subjective.
The fair value of assets and liabilities
classified as level 3 is determined by
the use of valuation models. These
include discounted cash flow analysis
or the use of observable inputs that
require significant adjustments based on
unobservable inputs.
Estimation of useful lives of assets
The consolidated entity determines
the estimated useful lives and related
depreciation and amortisation charges
for its property, plant and equipment and
finite life intangible assets. The useful
lives could change significantly as a result
of technical innovations or some other
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT event. The depreciation and amortisation
charge will increase where the useful lives
are less than previously estimated lives,
or technically obsolete or non-strategic
assets that have been abandoned or sold
will be written off or written down.
Goodwill and other indefinite life
intangible assets
The consolidated entity tests annually,
or more frequently if events or changes
in circumstances indicate impairment,
whether goodwill and other indefinite
life intangible assets have suffered
any impairment, in accordance with
the accounting policy stated in note
1. The recoverable amounts of cash-
generating units have been determined
based on value-in-use calculations.
These calculations require the use
of assumptions, including estimated
discount rates based on the current
cost of capital and growth rates of the
estimated future cash flows.
Impairment of non-financial assets other
than goodwill and other indefinite life
intangible assets
The consolidated entity assesses
impairment of non-financial assets other
than goodwill and other indefinite life
intangible assets at each reporting date
by evaluating conditions specific to the
consolidated entity and to the particular
asset that may lead to impairment. If an
impairment trigger exists, the recoverable
amount of the asset is determined. This
involves fair value less costs of disposal
or value-in-use calculations, which
incorporate a number of key estimates
and assumptions.
Income tax
The consolidated entity is subject to
income taxes in the jurisdictions in which
it operates. Significant judgement is
required in determining the provision for
income tax. There are many transactions
and calculations undertaken during the
ordinary course of business for which the
ultimate tax determination is uncertain.
The consolidated entity recognises
liabilities for anticipated tax audit issues
based on the consolidated entity’s
current understanding of the tax law.
Where the final tax outcome of these
matters is different from the carrying
amounts, such differences will impact
the current and deferred tax provisions in
the period in which such determination
is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for
deductible temporary differences only
if the consolidated entity considers it is
probable that future taxable amounts will
be available to utilise those temporary
differences and losses.
Employee benefits provision
As discussed in note 1, the liability for
employee benefits expected to be settled
more than 12 months from the reporting
date are recognised and measured
at the present value of the estimated
future cash flows to be made in respect
of all employees at the reporting date.
In determining the present value of the
liability, estimates of attrition rates and
pay increases through promotion and
inflation have been taken into account.
Lease make good provision
A provision has been made for the
present value of anticipated costs for
future restoration of leased premises.
The provision includes future cost
estimates associated with closure of the
premises. The calculation of this provision
NOTE 3 OPERATING SEGMENTS
requires assumptions such as application
of closure dates and cost estimates.
The provision recognised for each site is
periodically reviewed and updated based
on the facts and circumstances available
at the time. Changes to the estimated
future costs for sites are recognised in
the statement of financial position by
adjusting the asset and the provision.
Reductions in the provision that exceed
the carrying amount of the asset will be
recognised in profit or loss.
Warranty provision
In determining the level of provision
required for warranties the consolidated
entity has made judgements in respect
of the expected performance of the
products, the number of customers who
will actually claim under the warranty and
how often, and the costs of fulfilling the
conditions of the warranty. The provision
is based on estimates made from
historical warranty data associated with
similar products and services.
Business combinations
As discussed in note 1, business
combinations are initially accounted for
on a provisional basis. The fair value of
assets acquired, liabilities and contingent
liabilities assumed are initially estimated
by the consolidated entity taking into
consideration all available information at
the reporting date. Fair value adjustments
on the finalisation of the business
combination accounting is retrospective,
where applicable, to the period the
combination occurred and may have
an impact on the assets and liabilities,
depreciation and amortisation reported.
Identification of reportable operating
segments
For management purposes the
consolidated entity is organised into
four operating segments. The principal
products and services of each of these
operating segments are as follows:
Marine and Tourism – operates vehicle
and passenger ferry services, barging,
coach tours and package holidays,
lunch, dinner and charter cruises and
accommodation facilities throughout
Australia;
Australian Bus – operates metropolitan
public bus services on behalf of
governments in Sydney, Melbourne,
Perth, Adelaide and Darwin;
International Bus – operates
metropolitan public bus services on
behalf of governments in London and
Singapore; and
Corporate (Head Office) – provides
finance, domestic and international sales
and marketing, information and technology,
business development, fleet management,
health and safety and administration and
risk management support.
These operating segments are based
on the internal reports that are reviewed
and used by the Board of Directors and
Executive Committee (who are identified
as the Chief Operating Decision Makers
(‘CODM’)) in assessing performance and
in determining the allocation of resources.
There is no aggregation of operating
segments.
The CODM reviews EBITDA (earnings
before interest, tax, depreciation and
amortisation). The accounting policies
adopted for internal reporting to the
CODM are consistent with those adopted
43
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT in the financial statements. Finance
costs, finance income, and fair value
gains and losses on financial assets are
not allocated to the individual segments
below as the underlying instruments are
managed on a group basis.
Current taxes, deferred taxes and certain
financial assets and liabilities are not
allocated to the individual segments
below as the underlying instruments are
managed on a group basis.
The information reported to the CODM
is on a monthly basis.
Intersegment transactions
Transfer pricing between operating
segments is on an arm’s length basis in a
manner similar to transactions with third
parties and inter-segment revenues are
eliminated on consolidation.
Intersegment receivables, payables
and loans
Capital expenditure consists of additions
of property, plant and equipment,
intangible assets and investment
properties including assets from the
acquisition of subsidiaries.
Intersegment loans are initially
recognised at the consideration received.
Intersegment loans receivable and
loans payable that earn or incur non-
market interest are not adjusted to fair
value based on market interest rates.
Intersegment loans are eliminated on
consolidation.
Major customers
During the year ended 30 June 2020
approximately 64.7% (2019: 0.0%) of the
consolidated entity’s external revenue
was derived from sales to governments.
Operating segment information
CONSOLIDATED – 2020
REVENUE
Sales to external customers
Interest received
Total revenue
EBITDA
Depreciation
Depreciation ROUA
Impairment of assets
Amortisation of customer contracts
Finance costs
Business acquisition expenses
Revaluation of deferred consideration
Income tax expense
Loss after income tax expense
ASSETS
Segment assets
Unallocated assets:
Deferred tax asset
Total assets
LIABILITIES
Segment liabilities
Unallocated liabilities:
Deferred tax liability
Total liabilities
MARINE AND
TOURISM
$’000
AUSTRALIAN
BUS
$’000
INTERNATIONAL
BUS
$’000
CORPORATE
$’000
TOTAL
$’000
213,937
277,111
132,644
–
–
–
213,937
277,111
132,644
–
438
438
50,851
(13,299)
(3,750)
(10,797)
(1,877)
(385)
–
–
31,661
(5,018)
(2,142)
–
(13,248)
(819)
–
–
23,990
(1,476)
(12,762)
(15,079)
(1,122)
–
–
(1,637)
(5,740)
(1,467)
–
–
–
(7,097)
(17,510)
1,395
(41,050)
623,692
438
624,130
91,423
(20,915)
(18,654)
(12,434)
(20,865)
(9,768)
(17,510)
1,395
(7,328)
(6,244)
(13,572)
370,434
560,547
284,624
131,056
1,346,661
43,161
1,389,822
111,686
122,099
126,033
370,825
730,643
58,887
789,530
Profit/(loss) before income tax expense
20,743
10,434
2,545
The 2019 segment note is not comparable to the 2020 segment note due to the impact of depreciation in the current year,
which will make EBITDA look higher in 2020 by $18.6m based on depreciation of right of use assets.
44
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
CONSOLIDATED – 2019
REVENUE
Sales to external customers
Interest received
Total revenue
EBITDA (underlying)
Depreciation
Impairment of assets
Amortisation of customer contracts
Finance costs
Business acquisition expenses
Profit/(loss) before income tax expense
Income tax expense
Loss after income tax expense
ASSETS
Segment assets
Unallocated assets:
Total assets
LIABILITIES
Segment liabilities
Unallocated liabilities:
Deferred tax liability
Total liabilities
Geographical information
Australia
Singapore
United Kingdom
MARINE AND
TOURISM
$’000
AUSTRALIAN
BUS
$’000
INTERNATIONAL
BUS
$’000
CORPORATE
$’000
TOTAL
$’000
248,774
–
248,774
47,298
(14,295)
–
(1,942)
(3,974)
(364)
26,723
294,849
134,432
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
38
38
–
(136)
(1,637)
–
–
–
(1,773)
248,774
38
248,812
47,298
(14,431)
(1,637)
(1,942)
(3,974)
(364)
24,950
(3,407)
(21,543)
694
295,543
5,936
301,479
–
134,432
9,132
143,564
SALES TO EXTERNAL CUSTOMERS
GEOGRAPHICAL NON-CURRENT ASSETS
2020
$’000
2019
$’000
2020
$’000
2019
$’000
491,048
248,774
935,095
262,352
58,919
73,725
–
–
8,174
221,129
–
–
623,692
248,774
1,164,398
262,352
The geographical non-current assets above are exclusive of, where applicable, financial instruments and deferred tax assets.
NOTE 4 REVENUE FROM CONTRACTS WITH CUSTOMERS
Goods transferred at a point in time
Services transferred over time
Revenue from contracts with customers
2020
$’000
187,256
436,436
623,692
CONSOLIDATED
2019
$’000
213,511
35,263
248,774
45
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
NOTE 5 OTHER INCOME
Net foreign exchange gain
Gain on disposal of property, plant and equipment
Other income
Other income
NOTE 6 INCOME TAX EXPENSE
Income tax expense
Current tax
Deferred tax – origination and reversal of temporary differences
Adjustment recognised for prior periods
– s40-880 (off balance sheet)
Aggregate income tax expense
Deferred tax included in income tax expense comprises:
Decrease/(increase) in deferred tax assets (note 14)
Decrease in deferred tax liabilities (note 24)
Deferred tax – origination and reversal of temporary differences
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit/(loss) before income tax expense
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Entertainment expenses
Impairment of goodwill
Impairment of investment
Share-based payments
Non-taxable income
Acquisition costs
Net capital gain
Share issue expenses
NANE dividends
s408-880
Adjustment recognised for prior periods
Income tax expense
Amounts credited directly to equity
Deferred tax assets (note 14)
46
2020
$’000
1,395
9
20,978
22,382
2020
$’000
14,266
(7,606)
(287)
(129)
6,244
213
(7,819)
(7,606)
(7,328)
(2,198)
13
1,200
491
–
(3,882)
4,586
6,247
126
77
(129)
6,531
(287)
6,244
(748)
CONSOLIDATED
CONSOLIDATED
2019
$’000
–
687
1,889
2,576
2019
$’000
4,187
(782)
2
–
3,407
(621)
(161)
(782)
24,950
7,485
17
–
492
44
(4,633)
–
–
–
–
–
3,405
2
3,407
(776)
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT NOTE 7 CASH AND CASH EQUIVALENTS
Current assets
Cash on hand
Cash at bank
Cash on deposit
NOTE 8 TRADE AND OTHER RECEIVABLES
Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables
2020
$’000
469
77,645
41,789
119,903
2020
$’000
63,038
(356)
62,682
19,781
82,463
CONSOLIDATED
2019
$’000
154
6,162
5,588
11,904
CONSOLIDATED
2019
$’000
11,395
(12)
11,383
972
12,355
Allowance for expected credit losses
Trade receivables are non-interest bearing and are generally on 30-60 day terms. An allowance is made for trade receivables and
other receivables, as the Group applies a simplified approach in calculating expected credit losses (ECLs). Therefore, the Group
does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
EXPECTED CREDIT LOSS RATE
CARRYING AMOUNT
ALLOWANCE FOR EXPECTED
CREDIT LOSSES
CONSOLIDATED
Not overdue
0 to 1 month overdue
1 to 2 months overdue
2 to 3 months overdue
Over 3 months overdue
2020
%
–
–
–
–
30.89%
2019
%
–
0.02%
0.10%
0.25%
5.10%
2020
$’000
74,217
7,458
131
(139)
1,152
2019
$’000
972
9,130
1,679
449
137
82,819
12,367
Movements in the allowance for expected credit losses are as follows:
Opening balance
Additional provisions recognised
Additions through business combinations
Receivables written off during the year as uncollectable
Closing balance
2020
$’000
–
–
–
–
356
356
CONSOLIDATED
2019
$’000
–
2
2
1
7
12
2019
$’000
31
–
–
(19)
12
47
2020
$’000
12
205
139
–
356
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT NOTE 9 INVENTORIES
Current assets
Goods held for resale – at cost
Less: Provision for impairment
Fuel at cost
Spare parts at cost
Less: Provision for impairment
NOTE 10 RIGHT-OF-USE ASSETS
Non-current assets
Land and buildings – right-of-use
Less: Accumulated depreciation
Motor vehicles – right-of-use
Less: Accumulated depreciation
2020
$’000
2,051
(31)
2,020
2,250
10,017
(406)
13,881
2020
$’000
107,769
(5,392)
102,377
47,175
(11,047)
36,128
138,505
CONSOLIDATED
2019
$’000
1,881
(31)
1,850
438
2,633
–
4,921
CONSOLIDATED
2019
$’000
–
–
–
–
–
–
–
Reconciliations:
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
CONSOLIDATED
Balance at 1 July 2018
Balance at 30 June 2019
Additions (including 1 July 2019 takeup)
Additions through business combinations (note 35)
Exchange differences
Transfers in/(out)
Depreciation expense
Balance at 30 June 2020
LAND AND
BUILDINGS
$’000
–
–
15,162
94,901
(2,044)
–
(5,642)
102,377
MOTOR
VEHICLES
’000
–
–
1,066
46,926
(1,266)
2,414
(13,012)
36,128
TOTAL
$’000
–
–
16,228
141,827
(3,310)
2,414
(18,654)
138,505
Refer Note 1. Impact of Adoption AASB 16 for the reconciliation “ROUA movement year ended 30 June 2020” for split of opening
balance take up amounts on 1 July 2019 of $14.6m with the balance being additions during the year.
48
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT NOTE 11 OTHER ASSETS
Current assets
Prepayments
Customer acquisition costs
Non-Current assets
Other non-current assets
2020
$’000
10,824
1,751
12,575
–
12,575
CONSOLIDATED
2019
$’000
4,263
–
4,263
1,637
5,900
There are currently several bids in process for the Australian and International bus businesses and customer acquisition costs
reflects balances that will be brought to account once the successful bidder is announced by the governing body.
Other non-current assets is nil due to impairment of the remaining balance of the investment in UWAI Limited. This was a Simple
Agreement for Future Equity (“SAFE”) for $2.5M USD entered into 19 March 2018. The SAFE contains a debt contract with an
option to convert to equity however there with significant unobservable inputs at 30 June 2019 and 2020 it has now been fully
impaired based on fair market valuation.
NOTE 12 PROPERTY, PLANT AND EQUIPMENT
CONSOLIDATED
Non-current assets
Land and buildings – at cost
Less: Accumulated depreciation
Leasehold improvements – at cost
Less: Accumulated depreciation
Plant and equipment – at cost
Less: Accumulated depreciation
Motor vehicles – at cost
Less: Accumulated depreciation
Motor vehicles under lease
Less: Accumulated depreciation
Vessels – at cost
Less: Accumulated depreciation
Less: Impairment
Capital works in progress – at cost
2020
$’000
81,052
(5,172)
75,880
17,205
(409)
16,796
26,468
(8,827)
17,641
134,281
(9,759)
124,522
–
–
–
186,179
(56,756)
(6,797)
122,626
16,586
374,051
2019
$’000
46,454
(4,588)
41,866
712
(193)
519
19,101
(8,691)
10,410
13,259
(4,139)
9,120
3,238
(824)
2,414
178,469
(47,582)
–
130,887
6,180
201,396
49
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
LAND &
BUILDINGS
$’000
LEASEHOLD
IMPROVEMENTS
$’000
PLANT &
EQUIPMENT
$’000
MOTOR
VEHICLES
$’000
VEHICLES
UNDER LEASE
$’000
VESSELS
$’000
581
11,590
2,783
142,203
–
5,994
CWIP
$’000
2,256
8,465
TOTAL
$’000
210,101
17,645
CONSOLIDATED
Balance at 1 July 2018
Additions
Disposals
Transfers in/(out)
Depreciation expense
Balance at 30 June 2019
Additions
Additions through business
combinations (note 35)
Disposals
Exchange differences
Impairment of assets
Transfers in/(out)
Depreciation expense
42,426
284
–
–
(844)
41,866
651
(537)
(1,888)
–
590
(911)
–
–
–
(62)
519
392
–
(843)
–
42
645
(21)
879
(2,683)
10,410
1,746
9,148
(73)
(33)
–
683
(271)
(4,240)
8,262
2,257
(84)
–
(1,315)
9,120
3,400
116,687
(607)
(132)
–
2,234
(6,180)
36,109
16,957
(33)
(11,781)
–
(11,919)
–
(336)
3,662
(9,191)
(4,541)
–
–
(14,431)
2,414
130,887
6,180
201,396
570
–
22,699
29,458
90
178,991
(1,732)
–
(6,797)
–
–
–
(2,949)
(2,896)
(6,797)
(2,237)
(2,414)
9,011
(12,383)
–
–
(9,313)
–
(20,915)
122,626
16,586
374,051
–
–
–
–
–
Balance at 30 June 2020
75,880
16,796
17,641
124,522
At 30 June 2020 three vessels are under construction, seventy-two buses and four vehicles were under contract to be purchased
in Australia and thirty-seven buses and six vehicles are under contract internationally. Additionally we have committed to an
electrification project for the buses internationally.
At 30 June 2019, there were three vessels under construction, three bus refurbishments underway and the fitout for the upgrade
facilities in Queensland.
During the period following a review of the carrying value of certain underutilised vessels across the fleet, primarily those relating to
lunch and dining experiences, an impairment of $6.8m was recognised. This is a COVID-19 related impairment.
NOTE 13 INTANGIBLES
Non-current assets
Goodwill – at cost
Less: Impairment
Customer contracts – at cost
Less: Accumulated amortisation
Other intangible assets – at cost
Less: Accumulated amortisation
Customer relationships – Sita Coaches
50
2020
$’000
481,213
(4,000)
477,213
143,065
(26,191)
116,874
4,064
(1,568)
2,496
8,700
605,283
CONSOLIDATED
2019
$’000
47,800
–
47,800
8,414
(5,644)
2,770
3,199
(386)
2,813
–
53,383
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
CONSOLIDATED
Balance at 1 July 2018
Amortisation expense
Balance at 30 June 2019
Goodwill
$’000
47,800
–
47,800
Additions through business combinations
(note 35)
Impairment of assets
Amortisation expense
Balance at 30 June 2020
433,413
(4,000)
–
477,213
Customer
contracts
$’000
Other
intangibles
$’000
Customer
relationships
$’000
4,328
(1,558)
2,770
134,652
–
(20,548)
116,874
3,199
(386)
2,813
–
–
(317)
2,496
–
–
–
8,700
–
–
8,700
Total
$’000
55,327
(1,944)
53,383
576,765
(4,000)
(20,865)
605,283
The impairment of $4m against goodwill relates to Fraser Island resort which was reviewed for impairment. See commentary below.
Impairment testing
Goodwill acquired through business combinations have been allocated to the following cash-generating units:
CONSOLIDATED
KI Odysseys
SeaLink Queensland
Captain Cook Cruises WA
Transit Systems Marine business (South East Queensland)
Fraser Island (after impairment)
Transit – NSW
Transit – WA & NT
Transit – SA
Sita – Victoria
Tower Transit – Singapore
Tower Transit – London
2020
$’000
209
6,420
3,590
30,081
3,500
62,000
159,100
58,571
44,900
104,934
3,908
477,213
2019
$’000
209
6,420
3,590
30,081
7,500
–
–
–
–
–
47,800
The recoverable amount of the
consolidated entity’s goodwill (excluding
the goodwill associated with the recently
acquired Transit Systems Group) has
been determined by a value-in-use
calculation using a discounted cash
flow model. The cashflow projections
are based on annual financial budgets
approved by senior management and
the Board, extrapolated using the growth
rates below for a five-year period as
approved by management together with
a terminal value. The assumptions for
determining the recoverable amount are
based on past experience and Senior
Management’s expectation for the future
taking into consideration the impact of
COVID-19, travel restrictions that exist
and recent trading performance.
Management have assessed the recent
trading performance and outlook for each
of the Transit Systems Group CGU’s
against the financial metrics supporting
the acquisition and determined that there
were no indicators of impairment for the
goodwill recognised with the acquisition.
In the event the Singapore bus contract
is not retained in FY2021 there is the
potential for the goodwill to be impaired
for this CGU.
For all cash-generating units (CGU), an
EBITDA multiple of between 6 and 8
times five year earnings has been used
to determine the terminal value based
on comparable multiples for similar
businesses and Senior Management’s
expectations of market prices for these
types of businesses.
Key assumptions are those to which the
recoverable amount of an asset or CGU
is most sensitive.
The following key general assumptions
were used in the discounted cash flow
models and value in use calculations:
The discount rate of 9.4% (2019:10.5%)
pre-tax reflects management’s estimate
of the time value of money and the
consolidated entity’s weighted average
cost of capital adjusted for, the risk free
rate and the volatility of the share price
relative to market movements.
Management believes the projected
2.0% revenue growth rate is prudent and
justified, based on the current uncertainty
of the market. As a result of the updated
analysis, management did not identify an
impairment for any of the CGU’s except
for Fraser Island.
Sensitivity
As disclosed in note 2, the Directors
have made assumptions and estimates
in respect of impairment testing
of goodwill.
51
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
Should these assumptions and estimates
not occur the resulting goodwill carrying
amount may decrease. The assumptions
and estimates are as follows:
SeaLink Queensland
Passenger numbers to Magnetic Island –
An increase of 2%-3% in traffic has been
inbuilt into forecast sales based on strong
domestic growth as well as a growing
population base in Townsville. Vessel
repairs – These are estimated to increase
at 1.5% adjusted for significant expected
engine rebuilds and refurbishments.
KI Odysseys
Passengers for KIO – An increase of
2%-3% in traffic has been inbuilt to the
forecast based on increased demand for
small group touring , increased marketing
focus and higher online sales expected.
Captain Cook Cruises WA
Passenger revenue for CCC WA –
An increase of 2% in traffic based on
increased tourism flow and growth from
Elizabeth Quay and 7% growth
in the Rottnest Island operation.
Transit Systems Marine business
Revenue for the Transit Marine business
– An increase in revenue of 3% to reflect
small traffic growth as well as a 2%
pricing increase based on increased
tourism flow to Stradbroke Island, CPI
increases built into fixed contracts and
growth in vessel charter rates.
Fraser Island business
Revenue for the Fraser Island business
– While revenue growth is anticipated as
being 2%, which is lower than has been
forecasted in previous years, due to the
island being closed during COVID-19 and
the uncertainty as to when international
borders will open and international
tourists return, a $4.0 million impairment
has been recognised against the carrying
value of goodwill associated with
Fraser Island.
There has been no change to the current
level of capital expenditure assumed for
all CGU’s.
Management have reviewed the changes
to the key assumptions in the model and
based on those changes have assessed
there would not be an impairment of
goodwill for any of the CGU’s other than
Fraser Island.
Management believes that other
reasonable changes in the key
assumptions on which the recoverable
amount of the Marine and Tourism
division’s goodwill is based would not
cause the cash-generating unit’s carrying
amount to exceed its recoverable
amount.
CUSTOMER CONTRACTS
AND OTHER INTANGIBLES
(PERMITS AND CUSTOMER
RELATIONSHIPS)
Customer contracts of $7.4m are
associated with several government
contracts for ferry services in the
Southern Moreton Bay, Gladstone, Perth.
As part of the Transit Systems Group
acquisition, bus contracts in Australia
and Singapore were acquired with a fair
value of $134.7m.
As part of the Fraser acquisition in
2018, touring and access permits were
acquired with a fair value of $3.2m. In
addition $8.7m of intangible customer
relationships was recognised for Sita as
part of the Transit Systems acquisition.
As part of the Transit Systems Group
acquisition, during the period, the
Company recorded amortisation of
$19.4m associated with customer
contracts and permits with an associated
reduction in the Deferred Tax Liability
of $5.8m.
All customer contracts are amortised
over their estimated finite life and the
amortisation period ranges between
1 and 10 years.
NOTE 14 DEFERRED TAX ASSETS
Non-current assets
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Tax losses
Allowance for expected credit losses
Employee benefits
Accrued expenses
Revenue received in advance
Capital expense timing differences
Finance leases
Provisions
Finance costs
Amounts recognised in equity:
Derivative financial instruments
Deferred tax asset
52
CONSOLIDATED
2020
$’000
2019
$’000
1,760
102
20,040
1,382
233
165
13,370
3,694
534
41,280
1,881
43,161
–
3
3,852
179
412
357
–
–
–
4,803
1,133
5,936
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT Movements
Opening balance
Credited/(charged) to profit or loss (note 6)
Credited to equity (note 6)
Additions through business combinations (note 35)
Closing balance
NOTE 15 TRADE AND OTHER PAYABLES
Current liabilities
Trade payables
BAS payable
Other payables
Refer to note 29 for further information on financial instruments.
Trade creditors are non-interest bearing and are normally settled on 14-60 day terms.
NOTE 16 CONTRACT LIABILITIES
Current liabilities
Contract liabilities
Reconciliation
Reconciliation of the written down values at the beginning and
end of the current and previous financial year are set out below:
Opening balance
Payments received in advance
Closing balance
2020
$’000
5,936
(213)
748
36,690
43,161
2020
$’000
32,936
13,469
34,004
80,409
2020
$’000
7,408
7,087
321
7,408
CONSOLIDATED
CONSOLIDATED
CONSOLIDATED
2019
$’000
4,539
621
776
–
5,936
2019
$’000
6,150
766
969
7,885
2019
$’000
7,087
6,471
616
7,087
A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the
Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the
contract (i.e. transfers control of the related goods or services to the customer).
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the
reporting period was $3,696,954,000 as at 30 June 2020 ($73,130,000 as at 30 June 2019) and is expected to be recognised
as revenue in future periods as follows:
CONSOLIDATED
Within one year
More than one year
2020
$’000
976,117
2,720,837
3,696,954
2019
$’000
28,561
44,569
73,130
53
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT 2020
$’000
44,201
266,000
310,201
CONSOLIDATED
2019
$’000
–
92,500
92,500
The facilities are provided on a floating
rate basis referenced to the BBSY rate.
As at year end, the balance of Facility
A (fully drawn) $230,000,000 had an
average rate of 1.87% (2019: 3.85%) and
the balance of Facility B $36,000,000
had an average rate of 1.57%. All current
facilities are at floating rates (2019:
2.2%). Committed financing facilities of
$345,000,000 (2019: $118,000,000)
were available to the consolidated entity
at the end of the financial year. As at that
date, $266,000,000 (2019: $92,500,000)
of these facilities were in use.
During the current year, there were
no defaults or breaches.
NOTE 17 BORROWINGS
Non-current liabilities
Other loans
Commercial bills payable
Refer to note 29 for further information on financial instruments.
Total secured liabilities
Other loans are made up of vendor
financing relating to the acquisition
of the Sita bus business ($36.6m)
and separately an MRPS loan
instrument ($7.6m) as part of business
combinations. Both attract an interest
rate of 6% per annum. Repayments
for the Sita vendor financing are due in
equal instalments in April 2022 and April
2023. The MRPS has a rolling coupon
arrangement in place with no fixed future
repayment date.
Assets pledged as security
SeaLink and each borrower (which
includes members of the Transit Systems
Group), has provided security in respect
of all of their respective assets and
undertakings, including direct shares and
units in entities within the Transit Systems
Group other than those which cannot be
charged without third party consent and
real property mortgages over its freehold
real property (excluding the bus depot
at Westbourne Park, UK) and certain
leasehold property. Also registered ship
mortgages over all vessels in the fleet
that are not leased, except for the WA
vessels. SeaLink and certain guarantors
(which includes members of the
Transit Systems Group) has provided a
guarantee and indemnity to the Lenders
in respect of the new Financing Facilities.
Various guarantees /performance bonds
have been provided as surety on a range
of material operational contracts and
lease contracts. Guarantees provided
total $91.3 million (2019: $2.4 million),
the significant increase relates to the
acquisition of the Transit Systems Group
with significant government contractual
obligations.
Interest bearing loans and borrowings
have a fair value of $266,000,000 (2019:
$92,500,000) and a carrying value of
$266,000,000 (2019: $92,500,000).
During the year, interest bearing
borrowings of $228,102,000 were repaid
from funds raised through cashflow from
operations, new borrowings and capital
raising. During the year $266,000,000
were drawn down in order repay
borrowings, complete the acquisition
of Transit Systems Group and fund
operations.
As part of the Transit Systems Group
acquisition, SeaLink entered into the
following new three to five year facilities
with a panel of four financiers:
• Facility A: a multicurrency term loan
facility with a limit of $230 million and a
term of 5 years from commencement,
utilised primarily to fund the
Acquisition, associated transaction
costs and any repayment of debt of
the Transit Systems Group;
• Facility B1: a multicurrency revolving
credit facility with a limit of $50
million and a term of 3 years from
commencement, for general
corporate purposes;
• Facility B2: a multicurrency revolving
credit facility with a limit of $65
million and a term of 5 years from
commencement, for general corporate
purposes; and
• Facility C: a multicurrency revolving
letter of credit facility with a limit of
$125 million and a term of 5 years
from commencement, for the provision
of letters of credit for material contract
performance (including the provision of
new or refinanced performance bonds
and bank guarantees).
54
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT Financing arrangements
As part of Transit Systems Group acquisition, SeaLink entered into the following 3-5 year facilities with a panel of four financiers.
Unrestricted access was available at the reporting date to the following lines of credit:
CONSOLIDATED
Total facilities
Facility A – multi currency term loan
Facility B1 – revolving credit
Facility B2 – revolving credit
Facility C – revolving letter of credit
Interchangeable bill facility
Vendor financing facility
MRPS loan
Used at the reporting date
Facility A – multi currency term loan
Facility B1 – revolving credit
Facility B2 – revolving credit
Facility C – revolving letter of credit
Interchangeable bill facility
Vendor financing facility
MRPS loan
Unused at the reporting date
Facility A – multi currency term loan
Facility B1 – revolving credit
Facility B2 – revolving credit
Facility C – revolving letter of credit
Interchangeable bill facility
Vendor financing facility
MRPS loan
2020
$’000
230,000
50,000
65,000
125,000
–
36,601
7,600
514,201
230,000
36,000
–
88,647
–
36,601
7,600
398,848
–
14,000
65,000
36,353
–
–
–
2019
$’000
–
–
–
–
118,000
–
–
118,000
–
–
–
–
92,500
–
–
92,500
–
–
–
–
25,500
–
–
Financing cash flows
During the period $92.5m debt was repaid from $154m share capital raising proceeds (related share issue transaction cost
expended were $7.1m) and then a further $266m was drawndown through new finance facilities. Of this $135.6m was used to
repay debt of the acquired businesses at acquisition. A further $24.5m of repayments were made on leases and finally $18.1m
of dividends were paid during the year.
115,353
25,500
NOTE 18 LEASE LIABILITIES
Current liabilities
Lease liability – Current
Non-current liabilities
Lease liability – Non current
Refer to note 29 for further information on financial instruments.
CONSOLIDATED
2020
$’000
29,974
74,409
104,383
2019
$’000
822
2,457
3,279
55
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT 2020
$’000
1,167
739
1,906
4,284
80
4,364
6,270
2020
$’000
15,833
2020
$’000
41,305
27,725
1,117
362
70,509
12,190
82,699
2019
$’000
943
–
943
2,832
–
2,832
3,775
2019
$’000
–
CONSOLIDATED
CONSOLIDATED
CONSOLIDATED
2019
$’000
5,110
5,669
64
184
11,027
1,813
12,840
NOTE 19 OTHER FINANCIAL LIABILITIES
Current liabilities
Interest rate swap contracts – cash flow hedges
Fuel price swap contracts – cash flow hedges
Non-current liabilities
Interest rate swap contracts – cash flow hedges
Fuel price swap contracts – cash flow hedges
Refer to note 29 for further information on financial instruments.
NOTE 20 INCOME TAX
Current liabilities
Provision for income tax
NOTE 21 EMPLOYEE BENEFITS
Current liabilities
Annual leave
Long service leave
Sick leave
Employee benefits
Non-current liabilities
Long service leave
56
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT NOTE 22 PROVISIONS
Current liabilities
Deferred consideration
Other provisions
CONSOLIDATED
2020
$’000
25,005
11,168
36,173
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
CONSOLIDATED – 2020
Carrying amount at the start of the year
Additional provisions recognised
Additions through business combinations
(note 35)
Amounts used
Exchange differences
Carrying amount at the end of the year
Motor
claims
$’000
–
3,014
3,625
(1,714)
(176)
4,749
Make
good
$’000
–
42
3,406
(193)
(178)
3,077
Bus
parts
$’000
Deferred
consideration
$’000
–
–
3,190
(79)
(44)
3,067
–
–
26,400
–
(1,395)
25,005
NOTE 23 OTHER LIABILITIES
Current liabilities
Deferred consideration
Accrued expenses
Deferred revenue
Subsidies and grants received in advance
Non-current liabilities
Deferred consideration
Subsidies and grants received in advance
CONSOLIDATED
2020
$’000
18,850
36,637
8,137
314
63,938
22,867
462
23,329
87,267
Current deferred consideration includes $7.4m relating to a historical acquisition within the business combination acquired.
2019
$’000
–
275
275
Other
$’000
275
–
–
–
–
275
2019
$’000
–
5,418
–
597
6,015
–
776
776
6,791
57
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
CONSOLIDATED
2020
$’000
2019
$’000
21,433
876
35,071
90
1,417
58,887
9,132
(7,819)
57,574
58,887
8,111
48
830
143
–
9,132
9,293
(161)
–
9,132
2019
$’000
96,057
$’000
95,557
500
96,057
108,312
5,017
40,671
329,372
(7,052)
–
572,377
NOTE 24 DEFERRED TAX LIABILITIES
Non-current liabilities
Deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Property, plant and equipment
Prepayments
Customer contracts
Consumables
Other intangible assets
Deferred tax liability
Movements:
Opening balance
Credited to profit or loss (note 6)
Additions through business combinations (note 35)
Closing balance
NOTE 25 ISSUED CAPITAL
Ordinary shares – fully paid
218,399,048
101,429,103
572,377
2020
$’000
CONSOLIDATED
2019
$’000
2020
$’000
Movements in ordinary share capital
DETAILS
Balance
Conversion of options
Balance
Issue of shares
Issue of shares
Issue of shares
Issue of shares as consideration
Share raising costs
Issue of shares
Balance
DATE
1 July 2018
SHARES
101,154,103
275,000
30 June 2019
101,429,103
17 October 2019
5 November 2019
6 November 2019
16 January 2020
30,946,200
1,433,426
11,620,374
72,869,945
–
100,000
30 June 2020
218,399,048
Ordinary shares
Ordinary shares entitle the holder to
participate in dividends and the proceeds
on the winding up of the company in
proportion to the number of and amounts
paid on the shares held. The fully paid
ordinary shares have no par value and
the company does not have a limited
amount of authorised capital.
On a show of hands every member
present at a meeting in person or by
proxy shall have one vote and upon a poll
each share shall have one vote.
Share buy-back
There is no current on-market share
buy-back.
position, plus net debt. Net debt is
calculated as total borrowings less cash
and cash equivalents.
Capital risk management
The consolidated entity’s objectives when
managing capital is to safeguard its ability
to continue as a going concern, so that it
can provide returns for shareholders and
benefits for other stakeholders and to
maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as
recognised in the statement of financial
In order to maintain or adjust the capital
structure, the consolidated entity
may adjust the amount of dividends
paid to shareholders, return capital to
shareholders, issue new shares or sell
assets to reduce debt.
The consolidated entity would look to
raise capital when an opportunity to
invest in a business or company was
seen as value adding relative to the
58
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT current company’s share price at the
time of the investment. The consolidated
entity is not actively pursuing additional
investments in the short term as it
continues to integrate and grow its
existing businesses in order to maximise
synergies.
The consolidated entity is subject
to certain financing arrangements
covenants and meeting these is given
priority in all capital risk management
decisions. There have been no events
of default on the financing arrangements
during the financial year.
The capital risk management policy
remains unchanged from the 30 June
2019 Annual Report.
The consolidated entity 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 ‘trade
and other payables’ and ‘borrowings’
as shown in the statement of financial
position) less ‘cash and cash equivalents’
as shown in the statement of financial
position. Total capital is calculated as
‘total equity’ as shown in the statement
of financial position (including non-
controlling interest) plus net debt.
The gearing ratio at the reporting date was as follows:
CONSOLIDATED
Current liabilities – trade and other payables (note 15)
Non-current liabilities – borrowings (note 17)
Total borrowings
Current assets – cash and cash equivalents (note 7)
Net debt
Total equity
Total capital
Gearing ratio
NOTE 26 RESERVES
Foreign currency reserve
Hedging reserve – cash flow hedges
Options reserve
2020
$’000
80,409
310,201
390,610
(119,903)
270,707
600,292
870,999
2019
$’000
7,885
92,500
100,385
(11,904)
88,481
157,915
246,396
31%
36%
2020
$’000
(966)
(4,389)
1,364
(3,991)
CONSOLIDATED
2019
$’000
–
(2,643)
943
(1,700)
Hedging reserve – cash flow hedges
The reserve is used to recognise the
effective portion of the gain or loss of
cash flow hedge instruments that is
determined to be an effective hedge.
Share-based payments reserve
The reserve is used to recognise the
value of equity benefits provided to
employees and directors as part of their
remuneration, and other parties as part
of their compensation for services.
Movements in reserves
Movements in each class of reserve
during the current and previous financial
year are set out below:
CONSOLIDATED
Balance at 1 July 2018
Revaluation – gross
Deferred tax
Balance at 30 June 2019
Revaluation – gross
Deferred tax
Share option expense
Balance at 30 June 2020
Share option
surplus
$’000
Cash flow
hedging
$’000
Foreign
currency
$’000
795
–
148
943
–
–
421
1,364
(831)
(1,812)
–
(2,643)
(2,494)
748
–
(4,389)
Total
$’000
(36)
(1,812)
148
(1,700)
(3,460)
748
421
–
–
–
–
(966)
–
–
(966)
(3,991)
59
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
NOTE 27 RETAINED PROFITS
Retained profits at the beginning of the financial year
Profit/(loss) after income tax expense for the year
Dividends paid (note 28)
Retained profits at the end of the financial year
NOTE 28 DIVIDENDS
Dividends
Dividends paid during the financial year were as follows:
Interim fully franked dividend for the year ended 30 June 2020
paid 31 March 2020 of 6.5 cents (2019: 6.5 cents) per ordinary share
Final fully franked dividend for the year ended 30 June 2019
paid 17 September 2019 of 8.5 cents (2018: 8.0 cents) per ordinary share
Franking credits
Franking credits available at the reporting date based on a tax rate of 30%
Franking credits that will arise from the payment of the amount of the provision
for income tax at the reporting date based on a tax rate of 30%
Franking credits available for subsequent financial years based on a tax
rate of 30%
2020
$’000
63,558
(13,572)
(18,080)
31,906
CONSOLIDATED
2019
$’000
56,700
21,543
(14,685)
63,558
2020
$’000
9,459
8,621
18,080
2020
$’000
44,385
–
44,385
CONSOLIDATED
2019
$’000
6,593
8,092
14,685
CONSOLIDATED
2019
$’000
49,999
–
49,999
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for income tax.
NOTE 29 FINANCIAL INSTRUMENTS
Financial risk management objectives
The consolidated entity’s activities
expose it to a variety of financial
risks: market risk (including foreign
currency risk, price risk and interest
rate risk), credit risk and liquidity risk.
The consolidated entity’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 consolidated entity. The consolidated
entity uses derivative financial
instruments such as forward foreign
exchange contracts to hedge certain
risk exposures. Derivatives are exclusively
used for hedging purposes, i.e. not as
trading or other speculative instruments.
The consolidated entity uses different
methods to measure different types
of risk to which it is exposed. These
methods include sensitivity analysis in the
case of interest rate, foreign exchange
and other price risks, ageing analysis for
credit risk and beta analysis in respect
of investment portfolios to determine
market risk.
Risk management is carried out by
senior finance executives (‘finance’)
under policies approved by the Board
of Directors (‘the Board’). These policies
include identification and analysis of
the risk exposure of the consolidated
entity and appropriate procedures,
controls and risk limits. Finance identifies,
evaluates and hedges financial risks
within the consolidated entity’s operating
units. Finance reports to the Board on a
monthly basis.
60
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
MARKET RISK
Foreign currency risk
The consolidated entity undertakes
certain transactions denominated in
foreign currency and is exposed to
foreign currency risk through foreign
exchange rate fluctuations.Foreign
exchange risk arises from future
commercial transactions and recognised
financial assets and financial liabilities
denominated in a currency that is not the
entity’s functional currency. The risk is
measured using sensitivity analysis and
cash flow forecasting.
the ensuing financial year. Management
has a risk management policy to
hedge 100% of purchases and 50% of
anticipated foreign currency transactions
for the subsequent 6 months.
In order to protect against exchange rate
movements, the consolidated entity has
entered into forward foreign exchange
contracts. These contracts are hedging
highly probable forecasted cash flows for
The carrying amount of the consolidated
entity’s foreign currency denominated
financial assets and financial liabilities at
the reporting date were as follows:
CONSOLIDATED
US dollars
Pound Sterling
Singapore dollars
Assets
Liabilities
2020
$’000
14
14,484
37,882
52,380
2019
$’000
–
–
–
–
2020
$’000
–
49,300
19,260
68,560
2019
$’000
–
–
–
–
The consolidated entity had net
current liabilities denominated in
foreign currencies of $25,550,553
(assets of $63,688,792 less liabilities
of $89,239,345) as at 30 June 2020
(2019: $nil). Based on this exposure,
had the Australian dollar weakened
by 5%/strengthened by 5% (2019:
n/a) against these foreign currencies
with all other variables held constant,
the consolidated entity’s profit before
tax for the year would have been
$1,277,528 lower/$1,277,528 higher
(2019: n/a) and equity would have
been $894,270 lower/$894,270 higher
(2019: n/a). The percentage change
is the expected overall volatility of the
significant currencies, which is based
on management’s assessment of
reasonable possible fluctuations taking
into consideration movements over the
last 6 months each year and the spot
rate at each reporting date. The actual
foreign exchange gain for the year ended
30 June 2020 was $1.395m (2019: $nil).
Price risk
The consolidated entity is not exposed
to any significant price risk from
fluctuations in fuel price as this is
indexed in the bus contracts and
passed through to the customer.
Interest rate risk
The consolidated entity’s main
interest rate risk arises from long-term
borrowings. Borrowings obtained at
variable rates expose the consolidated
entity to interest rate risk. Borrowings
obtained at fixed rates expose the
consolidated entity to fair value interest
rate risk. The policy is to maintain
approximately 50% of current borrowings
at fixed rates using interest rate swaps to
achieve this when necessary.
As at the reporting date, the consolidated entity had the following average interest rate borrowings and interest rate swap
contracts outstanding:
CONSOLIDATED
Bank overdraft and bank loans – floating
Vendor financing – fixed
MRPS loan – fixed coupon rate
Net exposure to cash flow interest rate risk
Weighted
average
interest rate
%
1.83%
6.00%
6.00%
2020
2019
Weighted
average
interest rate
%
2.74%
–
–
–
Balance
$’000
266,000
36,601
7,600
310,201
Balance
$’000
92,500
–
–
92,500
61
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
The consolidated entity has entered into
an interest rate swap of $120m that
effectively hedges approximately 50% of
the company’s exposure to fluctuations in
interest rates.
An analysis by remaining contractual
maturities is shown in ‘liquidity and
interest rate risk management’ below.
For the consolidated entity the bank
loans outstanding, totalling $266 million
(2019: $92.5 million), are principal and
interest payment loans. Monthly cash
outlays of approximately $477,464
(2019: $114,583) per month are required
to service the interest payments. An
official increase in interest rates of 0.5%
and decrease 1% (2019: increase 0.5%,
decrease 1.0%) basis points would
have an adverse effect on profit before
tax of $1,330,000, decrease positive
effect $2,660,000 (2019: (increase rates
($462,500), decrease rates $925,000))
per annum. The percentage change
is based on the expected volatility of
interest rates using market data and
analysts forecasts. There are no minimum
principal repayments due (2019:nil).
CREDIT RISK
Credit risk refers to the risk that
a counterparty will default on its
contractual obligations resulting in
financial loss to the consolidated entity.
The consolidated entity has a strict code
of credit, including obtaining agency
credit information, confirming references
and setting appropriate credit limits. The
consolidated entity obtains guarantees
where appropriate to mitigate credit risk.
The maximum exposure to credit risk at
the reporting date to recognised financial
assets is the carrying amount, net of
any provisions for impairment of those
assets, as disclosed in the statement
of financial position and notes to the
Financing arrangements
Unused borrowing facilities at the reporting date:
Facility B1 – revolving credit
Facility B2 – revolving credit
Facility C – revolving letter of credit
Interchangeable bill facility
financial statements. The consolidated
entity does not hold any collateral.
LIQUIDITY RISK
Vigilant liquidity risk management
requires the consolidated entity to
maintain sufficient liquid assets (mainly
cash and cash equivalents) and available
borrowing facilities to be able to pay
debts as and when they become due
and payable.
The consolidated entity manages liquidity
risk using a liquidity planning tool and
by maintaining adequate cash reserves
and available borrowing facilities by
continuously monitoring actual and
forecast cash flows and matching the
maturity profiles of financial assets
and liabilities.
The Group’s objective is to maintain a
balance between continuity of funding
and flexibility through the use of bank
overdrafts, bank loans, interchangeable
limits, finance leases and hire purchase
contracts. The Group’s policy is to ensure
that the core funding limits have no less
than a 12 month maturity date. The
Group assessed the concentration of
risk with respect to refinancing its debt
and concluded it to be low. Access to
sources of funding is sufficiently available
and debt maturing within 12 months can
be rolled over with existing or alternative
lenders.
Customer credit risk is managed by
each business unit subject to the
Group’s established policy, procedures
and control relating to customer credit
risk management. Credit quality of
a customer is assessed based on
references, industry knowledge, ability to
pay and individual credit limits are defined
in accordance with this assessment.
Outstanding customer receivables are
regularly monitored with an analysis
reported to the Board monthly. Material
debtors are largely associated with
government agencies and are reviewed
by management taking into consideration
the associated credit ratings and risk
applicable to the relevant country for
(international operations) or state within
Australia and are generally considered
relatively low risk.
Generally, trade and other receivables are
written off when there is no reasonable
expectation of recovery. Indicators of
this include the failure of a debtor to
engage in a repayment plan, no active
enforcement activity and a failure to make
contractual payments for a period greater
than 1 year.
There were no exposures that comprised
more than 30% of trade receivables.
Collection of this debt is generally not
considered doubtful however some small
provisions have been made for debts
with the indicators of no reasonable
recovery, mainly businesses impacted
by COVID-19.
Financial instruments and cash deposits
Credit risk from balances with banks and
financial institutions is managed by the
Audit and Risk Committee in accordance
with the Group’s policy. Investments of
surplus funds are only placed with the
Group’s major bank.
2020
$’000
14,000
65,000
36,353
–
115,353
CONSOLIDATED
2019
$’000
–
–
–
25,500
25,500
Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time and have an average
maturity of 3.5 years (2019: 5 years).
62
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT Remaining contractual maturities
The following tables detail the consolidated entity’s remaining contractual maturity for its financial instrument liabilities. The
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
CONSOLIDATED – 2020
Non-derivatives
Non-interest bearing
Trade payables
BAS payables
Other payables
Financial guarantee contracts (on demand)
Interest-bearing variable
Commercial bills
Interest-bearing – fixed rate
Lease liability
Vendor financing
MRPS loan
Total non-derivatives
Derivatives
Interest rate swaps net settled
Fuel price swaps net settled
Total derivatives
CONSOLIDATED – 2019
Non-derivatives
Non-interest bearing
Trade payables
BAS payables
Other payables
Interest-bearing variable
Commercial bills
Interest-bearing – fixed rate
Commercial bills
Lease liability
Total non-derivatives
Derivatives
Interest rate swaps net settled
Total derivatives
Weighted
average
interest rate
%
–
–
–
–
1 year
or less
$’000
32,936
13,469
37,401
91,322
Between
1 and
5 years
$’000
Over
5 years
$’000
Remaining
contractural
maturities
$’000
–
–
–
–
–
–
–
–
32,936
13,469
37,401
91,322
1.83%
4,868
49,945
234,209
289,022
36,079
105,103
–
8,056
278,344
–
–
–
40,993
8,968
619,214
5,451
819
6,270
Between
1 and
5 years
$’000
Over
5 years
$’000
Remaining
contractural
maturities
$’000
2.97%
6.00%
6.00%
–
–
Weighted
average
interest rate
%
–
–
–
30,864
2,196
456
38,160
38,797
456
213,512
127,358
1,167
739
1,906
1 year
or less
$’000
6,150
766
969
4,284
80
4,364
–
–
–
2.20%
1,375
66,625
3.85%
3.71%
–
1,155
846
11,261
943
943
33,465
3,545
103,635
2,832
2,832
–
–
–
–
–
–
–
–
–
6,150
766
969
68,000
34,620
4,391
114,896
3,775
3,775
63
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
Details about the financial guarantee
contracts are provided in Note 17. The
amounts disclosed in the above tables
are the maximum amounts allocated to
the earliest period in which the guarantee
could be called upon.
The consolidated entity does not expect
these payments to eventuate.
The cash flows in the maturity analysis
above are not expected to occur
significantly earlier than contractually
disclosed above.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of financial assets and liabilities, together with their carrying amounts in the statement of financial position, for the
consolidated entity are as follows:
CONSOLIDATED
Assets
Cash on hand
Cash at bank
Cash on deposit
Trade receivables
Other receivables
Other financial assets
Liabilities
Trade payables
Other payables
BAS payable
Commercial bills
Lease liability
Interest rate swap
Vendor financing
MRPS loan
2020
2019
Carrying
amount
$’000
Fair value
$’000
Carrying
amount
$’000
Fair value
$’000
469
77,645
41,789
62,682
19,781
–
469
77,645
41,789
62,682
19,781
–
202,366
202,366
32,936
34,004
13,469
266,000
104,383
6,270
36,601
7,600
32,936
34,004
13,469
266,000
104,383
6,270
36,601
7,600
154
6,162
5,588
11,383
972
1,637
25,896
6,150
969
766
92,500
3,279
3,775
–
–
154
6,162
5,588
11,383
972
1,637
25,896
6,150
969
766
92,500
3,279
3,775
–
–
The fair value of the financial assets and liabilities is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date.
Management assessed that cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current
liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
501,263
501,263
107,439
107,439
NOTE 30 KEY MANAGEMENT PERSONNEL DISCLOSURES
Directors
The following persons were directors of SeaLink Travel Group Limited during the financial year:
Non-executive directors
A McEvoy
T Dodd
C Smerdon
A Staines
F Hele
N Smith
Chair
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Retired 30 June 2020
Appointed 16 January 2020
Executive director
J Ellison
64
CEO and Managing Director,
Deputy Chair and Non-Executive
Director
Retired as CEO 16 January 2020.
Non-Executive Director 17 February 2020
Appointed Deputy Chair 26 February 2020
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
Other key management personnel
The following personnel also had the authority and responsibility for planning, directing and controlling the major activities of the
consolidated entity, directly or indirectly, during the financial year:
CEO and Senior executives
C Feuerherdt
Group Chief Executive Officer
Appointed 16 January 2020
A Muir
G Legh
Chief Financial Officer & Joint SeaLink Secretary
Chief Development Officer
C Beaumont
Chief Operating Officer – International
Managing Director – Singapore
Chief Operating Officer – Marine and Tourism
Appointed 16 January 2020
Appointed 16 January 2020
Appointed 16 January 2020
W Toh
D Gauci
P Victory
C Benson
J McDonald
B Martlew
M Niemann
General Manager – Growth and Innovation
Ceased 16 January 2020
Chief Information Officer
Ceased 16 January 2020
General Counsel & Joint SeaLink Secretary
Ceased 16 January 2020
Chief People Officer
General Manager, Marine Fleet
Ceased 16 January 2020
Ceased 16 January 2020
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set
out below:
CONSOLIDATED
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
2020
$’000
4,426
–
160
375
4,961
2019
$’000
2,438
180
67
1
2,686
NOTE 31 REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by Ernst & Young, the auditor of the company,
and unrelated firms:
CONSOLIDATED
Audit services – Ernst & Young
Audit or review of the financial statements
Audit services – unrelated firms
Audit or review of the financial statements
Other services – unrelated firms
Other
NOTE 32 COMMITMENTS
Capital commitments
Committed at the reporting date but not recognised as liabilities, payable:
Vessels
Buses and motor vehicles
Other
2020
$’000
545
183
116
299
2020
$’000
9,844
59,989
3,225
2019
$’000
215
–
–
–
CONSOLIDATED
2019
$’000
19,914
965
170
65
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT NOTE 33 RELATED PARTY TRANSACTIONS
Parent entity
SeaLink Travel Group Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 36.
Key management personnel
Disclosures relating to key management personnel are set out in note 30 and the remuneration report
included in the directors’ report.
Transactions with related parties
The following transactions occurred with related parties at arms length prices:
Payment for goods and services:
Vectra Corporation Limited (associated with Mr C Smerdon)
– Software licensing in relation to cyber security products
Pacific Marine (associated with Mr T Dodd)
– Provision of marine piling services
ST Property Trust, ST Property Trust No. 2, Newton No. 2 Trust and
Bridj Pty Ltd (associated with Mr N Smith)
Rental for bus depots operated by Transit Systems Group in Australia
and “on demand” software licencing costs
2020
$’000
21
19
–
1,671
CONSOLIDATED
2019
$’000
101
13
–
–
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
NOTE 34 PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Profit after income tax
Total comprehensive income/(loss)
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Options reserve
Accumulated losses
Total equity
66
2020
$’000
18,081
18,081
15,919
574,268
–
2,206
572,377
1,364
(1,679)
572,062
PARENT
2019
$’000
14,685
14,685
15,919
97,525
–
2,206
96,055
943
(1,679)
95,319
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
Guarantees entered into by the parent
entity in relation to the debts of its
subsidiaries
The parent entity had no guarantees in
relation to the debts of its subsidiaries
as at 30 June 2020.
Capital commitments – Property,
plant and equipment
The parent entity had no capital
commitments for property, plant and
equipment as at 30 June 2020 and
30 June 2019.
Contingent liabilities
The parent entity had no contingent
liabilities as at 30 June 2020.
Significant accounting policies
The accounting policies of the parent
entity are consistent with those of the
consolidated entity, as disclosed in
note 1, except for the following:
• Investments in subsidiaries are
accounted for at cost, less any
impairment, in the parent entity.
• Investments in associates are
accounted for at cost, less any
impairment, in the parent entity.
• Dividends received from subsidiaries
are recognised as other income by
the parent entity and its receipt may
be an indicator of an impairment of
the investment.
NOTE 35 BUSINESS COMBINATIONS
Acquisition of Transit Systems Group
On 16 January 2020, the Group
acquired 100% of the voting shares of
Transit Systems Pty Ltd, Tower Transit
Group Ltd and their broader group of
entities (including trusts) (“the Transit
Systems Group”), a passenger transport
group operating in the bus segment in
exchange for cash consideration and
SeaLink ordinary shares.
Transit Systems Group is Australia’s
largest private operator of metropolitan
public bus services and an established
international bus operator in London
and Singapore. The acquisition creates
a large marine and bus multi-modal
transport provider and has diversified
and expanded SeaLink’s business
operations and geographic base
creating opportunities for expansion
both domestically and internationally.
The consolidated financial statements
include the results of Transit Systems
Group for the period from 16 January
2020 until 30 June 2020 and has
been accounted for using the
acquisition method.
The goodwill of $433.4m represents the
value of expected synergies and future
benefits arising from the acquisition
associated with the business track
record and experience to win and retain
future contracts that are not separately
recognised. Goodwill is allocated to
the Australian and International Bus
segments. The acquired business
contributed revenues of $409.8m
and profit after tax of $12.7m to the
consolidated entity for the period from
16 January 2020 to 30 June 2020.
If the acquisition occurred on 1 July
2019, the full year contributions would
have been revenues of $940.3m and
profit after tax of $55.2m. The values
identified in relation to the acquisition
of the Transit Systems Group are
provisional as at 31 August 2020.
The Group measured the acquired lease
liabilities using the present value of the
remaining lease payments at the date of
acquisition. The right-of-use assets were
measured at an amount equal to the
lease liabilities and adjusted to reflect the
favourable terms of the lease relative to
market terms.
The Company issued 72,869,945
ordinary shares as consideration for the
100% interest in Transit Systems Group.
The fair value of the shares is calculated
with reference to the quoted price of
the shares of the Company at the date
of completion, which was $4.52 per
share. The fair value of the consideration
paid by way of shares was therefore
$329,372,151.
Transaction costs of $17,510,000 were
expensed and are shown as a separate
line in the Profit and Loss Statement.
The attributable costs of the issuance
of the shares of $7,052,000 has been
charged directly to equity as a reduction
to issued capital.
CONTINGENT CONSIDERATION
As part of the purchase agreement with
the previous owners of Transit Systems
Group, a contingent consideration had
been agreed subject to achieving certain
financial performance milestones per the
purchase agreement.
There will be additional cash payments
to the previous owners of Transit
Systems Group of up to $63,000,000,
if Transit Systems Group generates up to
$7,000,000 of EBITDA above the FY20
proforma normalised EBITDA for Transit
Systems Group of $79,000,000. This
remains subject to final review audit sign
off by the vendors but it is managements
expectation that no additional payment
will be made as based on their
assessment the criteria has not been
met. In addition, a provision for deferred
consideration has been recognised
for the potential part sale of the
Westbourne Park property in London.
This is subject to an option held by
an unrelated third party.
67
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
As at the acquisition date, it was assessed that no contingent consideration would be paid and as a consequence, the fair value of
the contingent consideration was estimated to be nil.
Details of the Transit Systems Australia acquisition are as follows:
FAIR VALUE
$’000
13,390
89,195
10,207
9,873
178,991
141,827
143,352
36,690
(77,637)
(12,945)
(57,574)
(65,650)
(10,221)
(185,988)
(123,651)
89,859
433,413
523,272
133,200
329,372
34,300
26,400
523,272
17,510
523,272
(60,700)
(329,372)
133,200
Cash and cash equivalents
Trade receivables
Inventories
Prepayments
Property, plant and equipment
Right-of-use assets
Intangible assets (excl Goodwill)
Deferred tax asset
Trade payables
Provision for income tax
Deferred tax liability
Employee benefits
Provisions
Interest bearing loans and borrowings
Lease liability
Net assets acquired
Goodwill
Acquisition-date fair value of the total consideration transferred
Representing
Cash paid or payable to vendor
SeaLink Travel Group Limited shares issued to vendor
Deferred cash consideration
Deferred consideration
Acquisition costs expensed to profit or loss
Cash used to acquire business, net of cash acquired
Acquisition-date fair value of the total consideration transferred
Less: payments to be made in future periods
Less: shares issued by company as part of consideration
Net cash used
The amounts disclosed above are provisional pending finalisation.
68
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
NOTE 36 INTERESTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with
the accounting policy described in note 1:
Name
Australia Inbound Pty Ltd
Avonward Pty Ltd
Big Red Cat Pty Ltd
BITS Assets Pty Ltd
BITS Ferry Services Pty Ltd
Captain Cook Cruises Pty Ltd
Curtis Island Assets Pty Ltd
Curtis Island Services Pty Ltd
Kangaroo Island Adventure Tours Pty Ltd
Kangaroo Island Odysseys Pty Ltd
Kangaroo Island SeaLink Pty Ltd
KBRV Resort Operations Pty Ltd
KBRV Services Pty Ltd
Magnetic Island Cruise Corporation Pty Ltd
Pacific Transit Pty Ltd
PDW Pty Ltd
River City Ferries Pty Ltd
Sea Stradbroke Services Pty Ltd
SeaLink Ferries Pty Ltd
SeaLink Fraser Island Pty Ltd
SeaLink KI Ferries Pty Ltd
SeaLink Marina Pty Ltd
SeaLink Northern Territory Pty Ltd
SeaLink Queensland Pty Ltd
SeaLink Tasmania Pty Ltd
SeaLink Vessels Pty Ltd
Sita Bus Lines Pty Ltd
Sita Coaches Pty Ltd
Sita Tours Pty Ltd
STG Properties Pty Ltd
Stradbroke Assets Pty Ltd
Stradbroke Ferries Pty Ltd
Sunferries Travel Pty Ltd
Swan Transit Canning Pty Ltd
Swan Transit Group Pty Ltd
Swan Transit Kalamunda Pty Ltd
Swan Transit Marmion Pty Ltd
Swan Transit Midland Pty Ltd
Swan Transit Pty Ltd
Swan Transit Services (South West) Pty Ltd
Swan Transit Services (South) Pty Ltd
Principal place of business /
Country of incorporation
2020
%
2019
%
Ownership interest
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
New Zealand
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
–
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
–
–
–
100.00%
100.00%
100.00%
100.00%
–
–
–
–
–
–
–
–
69
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT Principal place of business /
Country of incorporation
2020
%
2019
%
Ownership interest
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
United Kingdom
Australia
United Kingdom
United States of America
United Kingdom
United Kingdom
United Kingdom
Singapore
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
55.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
–
–
–
–
–
–
100.00%
–
100.00%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
100.00%
100.00%
100.00%
100.00%
100.00%
Name
Swan Transit Services Pty Ltd
Swan Transit South West Pty Ltd
Swan Transit Southern River Pty Ltd
Swan Transit Trust
Territory Transit Holdings Pty Ltd
Territory Transit Pty Ltd
The Living Classroom Pty Ltd
The Port Jackson & Manly Steamship Company Pty Ltd
The South Australian Travel Company Pty Ltd
Torrens Connect Pty Ltd
Torrens Transit Group Pty Ltd
Torrens Transit Pty Ltd
Torrens Transit Services (North) Pty Ltd
Torrens Transit Services Pty Ltd
Torrens Transit Trust
Tower Transit Asset Holdings Ltd
Tower Transit Europe Pty Ltd
Tower Transit Group Ltd
Tower Transit Holdings USA Inc.
Tower Transit Ltd
Tower Transit Operations Ltd
Tower Transit Property Holdings Ltd
Tower Transit Singapore Pte Ltd
Tower Transit Training Singapore Pty Ltd
Transit (NSW) Group Pty Ltd
Transit (NSW) Liverpool Pty Ltd
Transit (NSW) Services Pty Ltd
Transit (NSW) Trust
Transit Systems NSW Pty Ltd
Transit Systems Pty Ltd
Transit Systems WA Pty Ltd
Transit Systems West Pty Ltd
Transit Systems West Services Pty Ltd
TravelLink Pty Ltd
TravelLink Technology Pty Ltd
TSA Ferry Group Pty Ltd
Vivonne Bay Outdoor Education Centre Pty Ltd
Vyscot Pty Ltd
70
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT NOTE 37 DEED OF CROSS GUARANTEE
The parent has entered into various
cross-guarantees with its subsidiaries
to support borrowings across the
Group. Pursuant to ASIC Corporations
(Wholly-owned Companies) Instrument
2016/785, SeaLink Travel Group
Limited and the following subsidiaries
have entered into a Deed of Cross
Guarantee on 3 June 2019: Kangaroo
Island SeaLink Pty Ltd, Captain Cook
Cruises Pty Ltd, SeaLink Queensland
Pty Ltd, Curtis Island Assets Pty Ltd,
Curtis Island Services Pty Ltd, TSA
Ferry Group Pty Ltd, Stradbroke Ferries
Pty Ltd, Stradbroke Assets Pty Ltd,
Sealink Ferries Pty Ltd, KBRV Resort
Operations Pty Ltd and SeaLink Fraser
Island Pty Ltd. On 9 June 2020 the
following subsidiaries entered into a deed
of assumption and also became parties
to that Deed of Cross Guarantee: Sita
Bus Lines Pty Ltd, Sita Coaches Pty Ltd,
Transit Systems Pty Ltd, Swan Transit
Pty Ltd, Swan Transit Services Pty Ltd,
Torrens Transit Pty Ltd, Torrens Transit
Services Pty Ltd, Transit (NSW) Services
Pty Ltd, Transit Systems West Pty Ltd,
Transit Systems West Services Pty Ltd,
Sita Tours Pty Ltd, Swan Transit Group
Pty Ltd and Transit (NSW) Group Pty Ltd.
The effect of the deed is that SeaLink
Travel Group Limited has guaranteed
to pay any deficiency in the event of
winding up any controlled entity or if
they do not meet their obligations under
the terms of overdrafts, loans, leases or
other liabilities subject to the guarantee.
The controlled entities have also given
a similar guarantee in the event SeaLink
Travel Group Limited is wound up or it
does not meet its obligations under the
terms of the overdrafts, loans, leases or
other liabilities subject to the guarantee.
In reliance on ASIC Corporations (Audit
Relief) Instrument 2016/784, subsidiary
companies in the closed group (as
described above) that are also large
proprietary companies have complied
with the terms of that instrument and
relied on it for relief from individual
auditing requirements for those
companies as separate entities.
The statement of profit or loss and other
comprehensive income and statement
of financial position are substantially
the same as the consolidated entity
and therefore have not been separately
disclosed.
NOTE 38 EVENTS AFTER THE REPORTING PERIOD
No matter or circumstance has arisen
since 30 June 2020 that has significantly
affected, or may significantly affect
the consolidated entity’s operations,
the results of those operations, or the
consolidated entity’s state of affairs in
future financial years.
71
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT NOTE 39 RECONCILIATION OF PROFIT/(LOSS) AFTER INCOME TAX
TO NET CASH FROM OPERATING ACTIVITIES
CONSOLIDATED
Profit/(loss) after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Impairment
Share-based payments
Net gain on disposal of non-current assets
Other revenue – non-cash
Foreign currency differences
Change in operating assets and liabilities:
Decrease in trade and other receivables
Decrease/(increase) in inventories
Decrease in income tax refund due
Decrease/(increase) in deferred tax assets
Decrease/(increase) in prepayments
Decrease in other operating assets
Increase/(decrease) in trade and other payables
Increase in contract liabilities
Increase in derivative liabilities
Increase in provision for income tax
Decrease in deferred tax liabilities
Increase in employee benefits
Increase in other provisions
Increase/(decrease) in other operating liabilities
Net cash from operating activities
NOTE 40 EARNINGS PER SHARE
Profit/(loss) after income tax attributable to the owners of
SeaLink Travel Group Limited
Weighted average number of ordinary shares used in
calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Options over ordinary shares
Performance rights
Weighted average number of ordinary shares used in
calculating diluted earnings per share
Basic earnings per share
Diluted earnings per share
72
2020
$’000
(13,572)
60,434
10,797
421
(9)
(1,395)
(966)
19,087
1,247
5,684
213
3,312
489
792
321
1
15,833
(7,819)
4,209
27,073
(36,093)
90,059
2020
$’000
(13,572)
NUMBER
2019
$’000
21,543
16,376
–
147
(687)
–
–
110
(183)
650
(621)
(2,263)
1,637
(232)
505
–
–
(161)
1,201
390
2,233
40,645
CONSOLIDATED
2019
$’000
21,543
NUMBER
165,498,000
101,412,000
32,000
24,000
–
–
165,554,000
101,412,000
CENTS
(8.2)
(8.2)
CENTS
21.2
21.2
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
NOTE 41 SHARE-BASED PAYMENTS
Recognised share-based payment expenses
Expense arising from performance rights issued in 2016
Expense arising from options issued in 2017
Expense arising from performance rights issued in 2020
TYPES OF SHARE OPTION PLANS
Employee Share Option Plan “ESOP”
Share options are generally granted
to senior executives with more than
12 months service. The ESOP is
designed to align participants interests
with those of shareholders. When a
participant ceases employment prior to
the vesting of their share options, the
share options are forfeited.
In November 2014, 200,000 share
options were granted to an employee
under the SeaLink Employee Option
Plan. The exercise price of the options
was $2.50 and the contractual life
5 years. The options vest after a period
of 1 year as long as the senior employee
is still employed on such date. The
fair value of the share option granted
was valued at $0.176 per share being
$35,200, the cost being expensed over
the vesting period.
In October 2016, 100,000 share options
were granted to the Chair under the
SeaLink Employee Option Plan. There
were no performance related conditions
attaching to the options. The options
vest after a period of 3 years as long as
the Chair remains in the role as Non-
Executive Director. The fair value of the
share option granted was valued at
$4.11 per share being $411,000,
the cost being expensed over the
vesting period.
Employee Performance Rights “EPRP”
Performance rights are generally granted
to senior executives with more than
12 months service. The EPRP is
designed to align participants interests
with those of shareholders. When a
participant ceases employment prior
to the vesting of their performance
rights or where the performance hurdle
is not met, the performance rights
lapse. Should all conditions be met,
one ordinary share is issued for each
performance right at no consideration.
The performance hurdle for the 2016
and 2017 issue is measured against
a minimum share price quoted on the
ASX. This future price hurdle targets a
10% compound growth rate from the
share price at the date of issue of the
performance rights.
For the 2020 EPR issue there are two
tranches of Performance Rights with the
following weighting:
a. 50% for earnings per share growth
(Tranche 1).
b. 50% for Total Shareholder Return
(TSR) measured against companies in
the ASX 300 (Tranche 2).
For the 2020 Performance Rights to
vest in total, SeaLink must achieve the
following conditions:
Tranche 1 – a target compound annual
growth rate (CAGR) of earnings per
2020
$’000
–
47
421
468
CONSOLIDATED
2019
$’000
11
137
–
148
share (EPS) of 10% for the three-year
measurement period, commencing
1 July 2019. A threshold CAGR over
that three-year period of 10% will
result in 50% of the Performance
Rights vesting, with pro rata vesting
for achievement for between 10%
and 12% of CAGR for the three-year
measurement period.
Tranche 2 – an Annualised Indexed
TSR measured against the ASX300
Accumulation Index for the three-year
measurement period, commencing
1 July 2019. A threshold annualised
TSR over that three year period meeting
the Index will result in 50% of the
Performance Rights vesting, with pro
rata vesting of the remaining remainder
of the tranche for achievement up to
10% above the Index TSR for the
three-year measurement period.
The amount recognised as an
expense is only adjusted when
performance rights do not vest due to
non-market-related conditions.
The fair value of the performance rights
granted is estimated at the date of grant
using a custom binomial lattice pricing
model, taking into account terms and
conditions upon which the performance
rights were granted.
EFFECTIVE DATE ISSUED
Number of Performance Rights issued
Minimum hurdle share price
Dividend yield
Expected volatility (as per valuation)
Risk free interest rate
Expected life (years)
Valuation per performance right (Tranche 1)
Valuation per performance right (Tranche 2)
2016 ISSUE
85,000
$3.20
3.35%
27.6%
3.35%
3.0
$0.618
n/a
2017 ISSUE
45,000
$5.94
2.69%
29.4%
1.61%
3.0
$1.72
n/a
2020 ISSUE
299,130
Nil
3.30%
40.0%
0.30%
2.0
$3.303
$4.227
73
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT Set out below are summaries of options granted under the plan:
Number of
options
2020
Weighted
average
exercise price
2020
Number of
options
2019
Weighted
average
exercise price
2019
Outstanding at the beginning of the financial year
Exercised
Outstanding at the end of the financial year
100
(100)
–
$1.67
$0.00
$0.00
300
(200)
100
The outstanding balance is represented by
Directors
CONSOLIDATED
2020
$’000
–
$1.67
$0.00
$0.00
2019
$’000
100
100,000 ordinary shares were issued during the year as a result of conversion of share options (2019: Nil).
PERFORMANCE RIGHTS
Outstanding at the beginning of the year
Granted (under the Employee Share Option Plan)
Forfeited
Exercised
Number
($000’s)
2020
Weighted
average
exercise price
2020
Number
($000’s)
2019
Weighted
average
exercise price
2019
190
299
(190)
–
299
n/a
$Nil
$Nil
n/a
265
(75)
–
–
190
n/a
$Nil
$Nil
n/a
74
SEALINK TRAVEL GROUP LIMITED AND ITS CONTROLLED ENTITIES – NOTES TO FINANCIAL STATEMENTS FOR YEAR END 30 JUNE 2020FINANCIAL REPORT
Ernst & Young
121 King William Street
Adelaide SA 5000 Australia
GPO Box 1271 Adelaide SA 5001
Tel: +61 8 8417 1600
Fax: +61 8 8417 1775
ey.com/au
Independent Auditor’s Report to the Members of SeaLink Travel Group limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of SeaLink Travel Group Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2020,
the consolidated statement of profit and loss, the consolidated statement of other comprehensive income,
the consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, notes to the financial statements, including a summary of significant accounting policies, and the
directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a) giving a true and fair view of the consolidated financial position of the Group as at 30 June 2020 and
of its consolidated financial performance for the year ended on that date; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards
Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the
Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial report of the current year. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on
these matters. For each matter below, our description of how our audit addressed the matter is provided in
that context.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement of
the financial report. The results of our audit procedures, including the procedures performed to address the
matters below, provide the basis for our audit opinion on the accompanying financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
75
AUDITOR’S REPORT Acquisition of Transit Systems Group (‘TSG’)
Why significant
How our audit addressed the key audit matter
On 16 January 2020, SeaLink acquired
the Transit Systems Group (‘TSG’) for
$523.3 million.
The acquisition resulted in the recognition
of goodwill of $433.4 million after the
allocation of the purchase price across the
identifiable assets acquired and liabilities
assumed. This preliminary allocation of the
purchase price is based on estimated fair
values for the assets acquired and liabilities
assumed, and will be finalised within twelve
months of the acquisition date. SeaLink
engaged an independent expert to assist in
the identification and valuation of the main
tangible and intangible assets and liabilities
of TSG.
We considered that this was a key audit
matter given the significance of the
transaction and the level of judgment
exercised by the Group to identify the
acquired assets and liabilities and to
assess their fair values.
Our audit procedures included the following:
• With the assistance of our valuation specialists we assessed whether the
methodologies used by the Group for the estimation of the fair value of assets
acquired and liabilities assumed are in accordance with the requirements of
Australian Accounting Standards and tested the mathematical accuracy of
those models.
• With the assistance of our valuation specialists, we assessed the key inputs and
assumptions used in the fair value determination prepared by the Group with
assistance from their third-party valuation experts.
• We assessed the competence, qualifications and objectivity of the third party
valuation experts used by the Group.
• With the assistance of our tax specialists, we assessed the provisional deferred
tax balances recorded by the Group.
• In relation to the fair value attributed to buses, which forms part of the acquired
property, plant and equipment, our valuation experts considered the valuation.
• With respect to the deferred consideration arrangements, we analysed the
contractual agreements and considered how the conditions were reflected in
the valuation of the estimated earn-out liabilities.
• Furthermore, we assessed the adequacy of the disclosures in Note 35 to the
Financial Statements.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
76
AUDITOR’S REPORT Goodwill Impairment
Why significant
How our audit addressed the key audit matter
Our audit procedures included the following:
• We agreed the projected cash flows for 2020 used in the impairment
model to Board approved budgets.
• We tested the mathematical accuracy of the cash flow models.
• We evaluated management’s key assumptions by analysing the extent to
which the outcome of the impairment test is most sensitive and assessed
the historical accuracy of management’s estimates.
• We involved our valuation specialists to assess the discount rate, growth
rates and terminal values used in the model for the identified higher
risk cash generating units (CGUs). This included an assessment of the
assumptions regarding recovery from COVID-19 by management.
• We compared the recoverable amount calculated within the value in use
models to the carrying value recorded at 30 June 2020 and agreed the
calculated impairment expense of $4 million to the financial statements.
• We considered the relationship between market capitalisation and net
assets of the Group.
• We considered multiple sensitivities over the forecasts and key estimates
for the higher risk CGUs, including possible changes in growth rates,
discount rates and budget accuracy.
• We considered the recoverability of the provisional goodwill recorded in
relation to the Transit Systems Group acquisition.
• Furthermore, we assessed the adequacy of the disclosures in Note 13
to the financial statements.
SeaLink holds a significant amount of goodwill
and other intangible assets.
As stated in Note 13 to the financial statements,
the carrying value of goodwill and other intangible
assets are tested annually for impairment. SeaLink
performed its annual impairment test in the fourth
quarter of 2020 and determined the recoverable
amount of its individual cash generating units
(CGUs) to which the goodwill was allocated, on
a value in use basis. The Group’s impairment
assessment resulted in an impairment charge
against goodwill of $4 million in relation to the
Fraser Island CGU.
Procedures over the annual impairment test were
significant to our audit because the assessment
process requires estimates. Key assumptions
relating to the impairment test are disclosed in
Note 13 to the consolidated financial statements.
The Group uses assumptions in respect of
future market and economic conditions such
as economic growth, expected inflation
rates, demographic developments, revenue
and margin development.
At 30 June 2020 the Group’s performance, the
tourism industry and the economy as a whole
were impacted by the restrictions and economic
uncertainty resulting from the COVID-19 pandemic,
with significant impact to date and unpredictable
impact on the tourism industry. Significant
assumptions used in the impairment testing
referred to above, such as the continuing impact
of COVID-19 on the tourism industry are inherently
subjective and in times of economic uncertainty
the degree of subjectivity is higher than it might
otherwise be. Changes in certain assumptions
can lead to significant changes in the recoverable
amount of these assets.
In this situation the disclosures in the financial
report provide particularly important information
about the assumptions made in the impairment
testing and the market conditions at 30 June
2020. As a result, we consider the impairment
testing of goodwill and other intangible assets and
the related disclosures in the financial report to be
particularly significant to our audit. For the same
reasons we consider it important that attention is
drawn to the information in Note 13.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
77
AUDITOR’S REPORT Vessel Valuation
Why significant
How our audit addressed the key audit matter
The accounting for vessels has a significant
impact on the Group’s financial statements
due to the cumulative value of the vessels
and the long-lived nature of these assets.
The Group carries owned ferries at cost
less accumulated depreciation and any
accumulated impairment losses. The
determination of the useful lives and residual
values of the vessels and the determination
of components of vessels requires judgment
to be exercised by the Group.
The carrying values of these assets are
reviewed annually for potential indicators
of impairment and where indicators are
identified an impairment assessment is
performed. This resulted in an impairment
expense of $6.7 million in the current year.
This was considered a key audit matter
due to the value of vessels relative to total
assets. In FY20 the COVID-19 pandemic
has been highly disruptive to vessel
operations due to the strict restrictions on
tourism and travel, which increased our
attention to the recoverability of the vessels.
Key assumptions relating to the vessels
are disclosed in Note 1 and 12 to the
financial statements.
Our audit procedures included the following:
• We analysed the performance of each vessel to determine whether any
indications of impairment were present.
• We assessed the recorded depreciation for each vessel taking into account
remaining useful life and the expected residual value determined by SeaLink.
• We assessed the residual values of vessels through consideration of the
Group’s evaluation of market information for similar assets.
• We involved our valuation specialists to assess the carrying value of the
vessels and to review the valuation methodology and the potential impact
of the COVID-19 pandemic on the individual vessel values.
• We analysed the planned and actual utilisation of each vessel and assessed
the impact of customer contracts associated with the planned usage of
individual vessels.
• We assessed the competence, capability and objectivity of the management
expert used by the Group and evaluated the appropriateness of his work to
support the recorded valuations.
• We agreed the calculated impairment expense of $6.7 million to the
consolidated financial statements.
• Furthermore, we assessed the adequacy of the disclosures in Note 1 and
12 to financial statements.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
78
AUDITOR’S REPORT Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information included in the
Company’s 2020 Annual Report other than the financial report and our auditor’s report thereon. We obtained the Directors’
Report that is to be included in the Annual Report, prior to the date of this auditor’s report, and we expect to obtain the
remaining sections of the Annual Report after the date of this auditor’s report.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of
assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in
the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the
directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free
from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going
concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian
Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
79
AUDITOR’S REPORT • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether
the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and
performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most significance
in the audit of the financial report of the current year and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Report on the Audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the Directors’ Report for the year ended 30 June 2020.
In our opinion, the Remuneration Report of SeaLink Travel Group Limited for the year ended 30 June 2020,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Ernst & Young
David Sanders
Partner
Adelaide
31 August 2020
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
80
AUDITOR’S REPORT A U D I T O R ’ S I N D E P E N D E N C E D E C L A R A T I O N
Ernst & Young
121 King William Street
Adelaide SA 5000 Australia
GPO Box 1271 Adelaide SA 5001
Tel: +61 8 8417 1600
Fax: +61 8 8417 1775
ey.com/au
Auditor’s Independence Declaration to the Directors of Sealink Travel Group Limited
As lead auditor for the audit of the financial report SeaLink Travel Group Limited for the financial year ended 30 June
2020, I declare to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of SeaLink Travel Group Limited and the entities it controlled during the financial year.
Ernst & Young
David Sanders
Partner
Adelaide
31 August 2020
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
81
This Remuneration Report forms
part of the Directors’ Report and
sets out the remuneration framework
and arrangements of SeaLink Travel
Group Limited (‘Group’ or ‘SeaLink’)
for the Key Management Personnel
(KMP) of the consolidated entity, for
the purposes of the Corporations Act
2001 and Accounting Standards for
the financial year ended 30 June 2020.
This information has been audited as
required by Section 308 (3A) of the
Corporations Act 2001.
Table of Contents:
1. Key Management Personnel (KMP)
2. Remuneration Governance
3. Remuneration Framework and
Details of KMP
4. Executive KMP Contracts
5. Overview of Financial Performance
6. Options, Shareholdings and
Performance Rights of KMP
1. KEY MANAGEMENT PERSONNEL (KMP)
The KMP for the purposes of this Report are those Executives having the authority and responsibility for planning, directing and
controlling major activities of the Group, directly or indirectly, including any Director (whether Executive or otherwise) of SeaLink.
The term Executive includes the Group Chief Executive Officer and other Senior Executives of the Group. Following the acquisition
of Transit Systems Group on 16 January 2020, the KMP have been reviewed and are set out in the table below.
TABLE 1.1: KMP FROM 1 JULY 2019 TO 30 JUNE 2020
NON-EXECUTIVE DIRECTORS (NEDs)
A McEvoy
T Dodd
C Smerdon
A Staines
F Hele
N Smith
Chair
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Retired 30 June 2020
Appointed 16 January 2020
EXECUTIVE DIRECTOR
J Ellison *
CEO and Managing Director
Deputy Chair and Non-Executive Director
Retired as CEO 16 January 2020
Appointed Deputy Chair 26 February 2020
CEO & SENIOR EXECUTIVES
C Feuerherdt
A Muir
G Legh
C Beaumont
W Toh
D Gauci
P Victory**
C Benson**
J McDonald**
B Martlew**
M Niemann**
Group Chief Executive Officer
Chief Financial Officer & Joint SeaLink Secretary
Chief Development Officer
Chief Operating Officer – International
Managing Director – Singapore
Chief Operating Officer – Marine and Tourism
General Manager – Growth and Innovation
Chief Information Officer
General Counsel & Joint SeaLink Secretary
Chief People Officer
General Manager, Marine Fleet
Appointed 16 January 2020
Appointed 16 January 2020
Appointed 16 January 2020
Appointed 16 January 2020
Ceased as KMP 16 January 2020
Ceased as KMP 16 January 2020
Ceased as KMP 16 January 2020
Ceased as KMP 16 January 2020
Ceased as KMP 16 January 2020
* became a NED on 17 February 2020, ** Classification of KMP’s revised following Transit Systems Group acquisition on 16 January 2020
82
REMUNERATION REPORT
2. REMUNERATION GOVERNANCE
The Remuneration and Nomination
Committee was comprised of three
independent NEDs and chaired by
an independent NED.
The Remuneration and Nomination
Committee had responsibility throughout
the reporting period for supporting
and advising the Board of Directors
of SeaLink Travel Group Limited (“the
Board”) on remuneration practices
and implementation for Directors and
Executives and required to make
recommendations to the Board on
these matters. Specifically, the Board
approves the remuneration arrangements
of the Group Chief Executive Officer and
direct reports to the CEO, following a
recommendation from the Committee.
The Board also sets the remuneration
of all NEDs, which is subject to
shareholder approval of the total
maximum aggregate remuneration
amount per annum for NEDs.
The Remuneration and Nomination
Committee met regularly throughout the
year. The Group Chief Executive Officer
(and previously the Managing Director)
attends certain Committee meetings by
invitation, where Management input is
required. However, the
Group Chief Executive Officer (and
previously the Managing Director) is not
present during discussions related to
their own remuneration arrangements.
During the financial year ended
30 June 2020, SeaLink, through the
Remuneration and Nomination
Committee, engaged Godfrey
Remuneration Group (GRG),
remuneration consultants, to review
its existing remuneration strategy
and framework and provide
recommendations on how to improve
the short and long term incentive
programs. GRG were paid $16,500
for the work undertaken. During July
2020, the Remuneration and Nomination
Committee was renamed as the People,
Culture and Remuneration Committee
with consequential changes to its
responsibilities. As remuneration matters
during the whole of the financial year
the subject of this report were the
responsibility of the Remuneration and
Nomination Committee, this report
refers to the Committee by that name.
3. REMUNERATION FRAMEWORK AND DETAILS OF KMP
REMUNERATION FRAMEWORK AND
DETAILS FOR NEDs
(i) Objectives
The key objectives of SeaLink’s NED
Remuneration Framework are to:
• secure and retain talented and
qualified Directors – fee levels are set
with regard to time commitment and
workload, experience and expertise,
risk and responsibility of the role,
and market benchmarking of listed
companies with a similar market
capitalisation;
• promote independence and
impartiality – fee levels do not vary
according to the performance of
the Group; and
• align Director and shareholder
interests – SeaLink encourages its
NEDs to build a long-term stake in
the Group and Directors can acquire
shares through acquisition on market
during trading windows.
(ii) Details
NEDs fees are reviewed annually by
the Remuneration and Nomination
Committee. The Remuneration and
Nomination Committee may, from time
to time, receive advice from independent
remuneration consultants to ensure NED
fees and payments are appropriate and
in line with the market.
NEDs do not receive share options,
other incentives or retirement benefits
and there are no additional fees for
chairing or serving on a sub-committee
of the Board.
(‘pool’) for NEDs was at the General
Meeting of shareholders held on
18 December 2019, where the
shareholders approved a pool of
$1.25 million.
NEDs are entitled to be reimbursed for
all business-related expenses.
The remuneration of NEDs consists
of Director fees, inclusive of statutory
superannuation, which are currently set
as follows, on an annualised basis.
• The Chair receives $220,000;
• The Deputy Chair role, in existence
from 1 March 2020 to 30 June 2020,
received fees based on $150,000 per
annum; and
• All other NEDs receive $120,000.
No increase in NED fees is proposed
for FY2021.
With effect from 26 February 2020, the
Board appointed Jeffrey Ellison, former
CEO and Managing Director, to the
position of Deputy Chair. Mr Ellison was
appointed Acting Chair with effect from
1 July 2020.
In accordance with SeaLink’s
Constitution and ASX listing rules, the
aggregate amount paid to all NEDs must
not exceed the maximum determined
by shareholders in a General Meeting.
The most recent determination of the
maximum aggregate remuneration
83
REMUNERATION REPORT In light of current global events in relation to the impact of COVID-19, NEDs volunteered to take a reduction of 20% in their
remuneration for the three-month period 1 April 2020 to 30 June 2020 and this is reflected in Table 3.1 below.
TABLE 3.1: NED REMUNERATION FOR THE YEARS ENDED 30 JUNE 2019 AND 30 JUNE 2020
NON-EXECUTIVE
DIRECTOR
A McEvoy
A Staines
C Smerdon
T Dodd
F Hele
J Ellison*
N Smith**
DIRECTOR
FEE
148,118
136,577
76,307
68,288
76,307
68,288
76,307
68,288
76,307
68,288
36,401
–
45,391
–
YEAR
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
SHORT
TERM
INCENTIVE
NON-
MONETARY
BENEFITS
OTHER
SUPER
LONG TERM
BENEFIT LSL
PERFORM.
RIGHTS/
OPTIONS
TOTAL
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
14,071
12,975
7,249
6,487
7,249
6,487
7,249
6,487
7,249
6,487
3,458
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
45,667
207,856
137,000
286,552
–
–
–
–
–
–
–
–
–
–
–
–
83,556
74,775
83,556
74,775
83,556
74,775
83,556
74,775
39,859
–
45,391
–
* Became a NED on 17 February 2020; **Appointed 16 January 2020
REMUNERATION FRAMEWORK AND
DETAILS FOR EXECUTIVES
(i) Objectives
SeaLink’s approach to remunerating and
rewarding Executives ensures that:
• Remuneration is at levels that are
competitive with market rates to
attract, motivate and retain high
calibre candidates;
• Parity exists for similar roles to maintain
stability within the Executive group; and
• Executives are incentivised to drive and
sustain long term growth and increase
shareholder value.
The objective of SeaLink’s Executive
Remuneration Framework is to ensure
it aligns Executive reward with the
achievement of strategic objectives and
the creation of value for shareholders, and
it is considered to conform to the market
best practice for the delivery of reward.
The Board ensures that Executive reward
satisfies the following key criteria for good
reward governance practices:
• Competitiveness and reasonableness;
• Acceptability to shareholders;
• Performance linkage / alignment of
Executive compensation; and
• Transparency.
84
The reward framework for Executives
is designed to align executive reward
to shareholders’ interests. The Board
have considered that it should seek to
enhance shareholders’ interests by:
• having economic profit as a core
component of the reward framework
design;
• focusing on sustained growth in
shareholder wealth, consisting of
dividends and growth in share price,
and delivering constant or increasing
return on assets as well as focusing
the executive on key non-financial
drivers of value; and
• attracting and retaining high calibre
executives.
(ii) Components
The Executive remuneration and reward
framework has three components:
• fixed remuneration;
• short-term performance incentives
(STI); and
• long-term performance incentives
The combination of these comprises
the Executive’s total remuneration.
SeaLink does not adopt a philosophy
of excessive “at risk components” for
Executive remuneration and, while it is
encouraged, there is no requirement
for KMP to hold shares in SeaLink.
Fixed remuneration, consisting of
base salary, superannuation and non-
monetary benefits, is reviewed annually
by the Remuneration and Nomination
Committee on behalf of the Board. This
is based on individual responsibility
and contribution, business unit
performance, the overall performance of
the consolidated entity and comparable
market remuneration taking into account
the scale of SeaLink’s business and
responsibilities. Executives may receive
their fixed remuneration in the form
of cash or other fringe benefits (for
example motor vehicle benefits) where it
does not create any additional costs to
SeaLink and provides additional value to
the Executive.
The short-term performance incentives
(‘STI’) program is designed to align
the targets of SeaLink and operating
business units with the performance
hurdles of Executives. STI payments
are granted to Executives based on
specific annual financial and operational
targets and key performance indicators
(‘KPI’s’) being achieved include stretch
targets and both financial and non-
financial goals. These are chosen to
drive outcomes and behaviours that
support the safe operation and delivery
of SeaLink’s objectives and lead to
long term growth in shareholder value.
KPI’s include financial and operational
performance, safety, customer
REMUNERATION REPORT
satisfaction and leadership contribution
to achieve the overall Group strategic
goals and values. STI payments are “at-
risk” cash components paid to KMPs
when agreed stretch targets have been
met, they are discretionary and do not
form part of the employment contract.
To align the interests of Executives with
the creation of long-term shareholder
value, SeaLink generally awards its
longterm incentives (LTI) as Performance
Rights (PR). PRs are granted at no cost
to the Executive and only vest if SeaLink
meets a number of performance
hurdles. If a KMP resigns before the
PR has vested then any unvested
rights are forfeited, unless and to the
extent otherwise determined by the
Board. The LTI plan is discretionary and
does not form part of the employment
contract. Vesting conditions for rights
are determined by the Board annually
as part of each invitation with the
conditions selected for PR being
intended to create alignment with
indicators of shareholder value creation
over the measurement period.
The SeaLink LTI Rights Plan was
approved by shareholders at the
October 2019 Annual General Meeting
and a summary can be found in the
SeaLink 2019 AGM Notice of Meeting
refer:
https://www.sealinktravelgroup.com.au/
investor-centre/company-reporting/
TABLE 3.2: EXECUTIVE KMP REMUNERATION FOR THE YEARS ENDED 30 JUNE 2019 AND 30 JUNE 2020
YEAR
SALARY
SHORT
TERM
INCENTIVE
NON-
MONETARY
BENEFITS
2020
558,893
650,000
2019
526,547
68,629
–
–
OTHER
SUPER
2,882
19,378
1,770
23,000
299,757
504,000
23,781
787
7,990
EXECUTIVE
J Ellison ***
C Feuerherdt **
D Gauci
–
–
–
–
–
–
–
2020
2019
–
2020
353,299
2019
297,057
–
34,000
31,933
43,660
–
C Beaumont **
2020
165,486
2019
–
A Muir
2020
311,360
246,400
2019
300,269
22,500
G Legh **
2020
197,880
175,000
14,690
W Toh **
2020
222,427
64,521
2019
–
–
P Victory*
2019
–
2020
119,290
–
–
2019
202,827
12,179
C Benson *
2020
120,577
J McDonald *
B Martlew *
2019
2020
2019
2020
2019
195,000
111,731
168,269
95,731
129,808
M Niemann *
2020
113,382
2019
192,782
–
4,875
–
8,750
–
5,200
–
6,270
–
–
–
–
–
–
–
–
–
–
–
–
–
LONG TERM
BENEFIT LSL
PERFORM.
RIGHTS
TOTAL
7,350
19,735
69,307
–
7,948
21,956
–
–
4,400
2,802
– 1,238,503
–
639,681
196,272
1,101,894
–
–
26,693
446,940
515
376,461
–
–
219,075
–
40,040
627,631
–
350,588
34,666
98,136
525,623
–
–
–
3,655
8,112
1,161
497
516
211
3,156
3,348
3,813
–
–
–
–
–
300,139
–
134,203
515
243,201
–
–
133,097
218,897
7,654
130,852
–
193,215
6,614
115,047
–
–
150,688
128,198
10,188
343
228,110
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
25,000
25,000
9,929
–
25,432
25,017
5,251
–
13,191
–
11,258
19,568
11,269
18,525
10,951
15,986
9,546
12,332
11,003
18,527
* Ceased as KMP 16 January 2020; ** Became KMP on 16 January 2020 following Transit Systems Group acquisition; *** Ceased to be an Executive 16 February 2020
85
REMUNERATION REPORT SHORT TERM PERFORMANCE
INCENTIVES
SeaLink measures key performance
indicators (KPI) covering financial and
non-financial measures, at both Group
and business unit levels. For each KPI, a
target and stretch objective is set.
Group Net Profit After Tax (NPAT) and
business unit Earnings Before Interest
and Tax (EBIT) are the primary financial
measures against which management
and the Board assess the short-term
financial performance of the Group.
achievement of defined business goals,
achievement of specific Business Unit
EBIT targets as well as the extent to
which the Group achieved the Board-
approved budget for the year.
For KMP, STI remuneration paid varies
by Executive depending on the influence
on the Group and the Business Unit,
TABLE 3.3: SHORT-TERM OBJECTIVES FOR STIs AND THEIR RATIONALE
Individual KMP goals reflect their position and may include the following:
MEASURE
REASON CHOSEN
FINANCIAL
up to 70% depending on role
up to 30% depending on role
Achieve target Group net profit after
tax (NPAT) including stretch target;
Included to deliver improved earnings performance for the
business at the Group level, which aligns with shareholder
interests
Achieve target business unit earnings
before interest and tax (EBIT)
including stretch target
Included to deliver improved earnings performance for the
Group at the individual business unit level, which aligns with
shareholder interests
BUSINESS UNIT STRATEGIC GOALS INCLUDE
up to 30% depending on role Delivery of Development Pipeline
Key driver of future growth
Safety
Environmental
Leadership & Culture
Strategic Plan Priorities
Company committed to providing a workplace without injury
or illness
Manage the impact of business on the environment
People are the core of SeaLink’s business.
Develop the capability of our employees
Focus on increasing the value of the Company’s core
asset portfolio through delivery of commercial, operational
and efficiency improvements, which aligns with
shareholder interests
TABLE 3.4: STI REMUNERATION PAYABLE TO KMP FOR THE CURRENT REPORTING PERIOD
EXECUTIVE
STI REMUNERATION
AT RISK (MAXIMUM)
ACHIEVEMENT
OF GOALS
J Ellison
$650,000
• Contractual commitment – retention related
C Feuerherdt $800,000
• Met 82.5% of KPI’s in relation to integration of Transit Systems
Group into SeaLink including safety, accounting, synergies and
culture
• Discretionary payment in recognition of response to COVID-19
pandemic
DISCRETIONARY
STI
TOTAL STI
PAYABLE
–
$650,000
$240,000
$504,000
G Legh
$250,000
• Discretionary payment in recognition of contract renewals and
$175,000
$175,000
contract wins
A Muir
$277,000
• Met 100% of KPI’s in relation to acquisition of Transit Systems
$30,600
$246,400
Group
• Met 80% of KPIs in relation to finance function strategic objectives
• Discretionary payment in recognition of response to COVID-19
pandemic
D Gauci
$68,000
• Met 60% of KPI’s in relation to business unit strategic objectives
• Discretionary payment in recognition of response to COVID-19
$13,600
$34,000
pandemic
C Beaumont $57,245
• Met KPI’s in relation to strategic objectives
• Discretionary payment in recognition of response to COVID-19
$43,660
$43,660
pandemic
W Toh
$64,521
• Met 100% of KPI’s in relation to Financial objectives
• Met 100% of KPI’s in relation to business unit strategic objectives
–
$64,521
* Discretionary amount assessed based on revised objectives for part of the year as a result of COVID-19 impacts
86
REMUNERATION REPORT
4. EXECUTIVE KMP CONTRACTS
GROUP CHIEF EXECUTIVE OFFICER
• SeaLink Travel Group achieving
OTHER EXECUTIVE KMP
Remuneration arrangements for all
other KMP are formalised in individual
employment contracts.
On 16 January 2020, Mr Clint Feuerherdt
was appointed to the position of Group
Chief Executive Officer following the
acquisition of Transit Systems Group.
Under his employment contract,
Mr Feuerherdt receives a total fixed
remuneration package of $800,000
per annum (including salary and
superannuation) for his position as
Group CEO of SeaLink.
Mr Feuerherdt is also eligible to
participate in short term incentives
and long-term incentives which are
reviewed annually and may be changed
or withdrawn at the discretion of the
Board. For the reporting period
Mr Feuerherdt was eligible for a
maximum STI performance bonus for the
reporting period of up to 100% of annual
salary. The actual performance bonus
paid is conditional on:
Group budget NPAT;
• SeaLink Travel Group exceeding
Group budgeted NPAT on a sliding
scale up to 15%; and
• Achieving specifically defined
Key Performance Indicators.
In addition, Mr Feuerherdt was granted
a LTI for the reporting period of 156,392
PR under SeaLink’s LTI Rights Plan.
Mr Feuerherdt’s remuneration package
including incentives is reviewed on an
annual basis.
In light of current global events in relation
to the impact of COVID-19, the CEO
volunteered to take a reduction in his
remuneration of 20% for the three-month
period 1 April 2020 to 30 June 2020.
This is reflected in the remuneration
reported in Table 3.2.
TABLE 4.1: STANDARD KMP TERMINATION CONDITIONS
NOTICE
PERIOD
PAYMENT IN
LIEU OF NOTICE
TREATMENT OF STI ON
TERMINATION
TREATMENT OF LTI ON
TERMINATION
Resignation
8 weeks or 12 weeks
8 weeks or 12 weeks
Termination for cause
None
None
Termination in cases of death,
disablement, redundancy or
notice without cause
4 weeks or 8 weeks
4 weeks or 8 weeks
Unvested awards
forfeited
Unvested awards
forfeited
Subject to Board
discretion
Unvested awards
forfeited
Unvested awards
forfeited
Subject to Board
discretion
5. OVERVIEW OF FINANCIAL PERFORMANCE
TABLE 5.1: SEALINK’S FINANCIAL PERFORMANCE AS MEASURED BY NET PROFIT AFTER TAX (NPAT)
FROM CONTINUING OPERATIONS, EARNINGS PER SHARE, GROSS DIVIDENDS PAID, DIVIDEND PAID
PER SHARE AND SHARE PRICE AT YEAR END
30 JUNE 2015
$’000
30 JUNE 2016
$’000
30 JUNE 2017
$’000
30 JUNE 2018
$’000
30 JUNE 2019
$’000
30 JUNE 2020
$’000
Revenue
NPAT
Gross Dividend paid
Earnings per share (cents)
Dividend paid per share (cents)
Share Price ($)
111,748
177,459
201,407
209,436
251,388
9,349
5,761
12.6
7.8
2.19
22,349
7,624
23.6
12.0
4.08
23,832
13,654
23.6
14.0
4.07
19,565
14,667
19.3
14.5
4.43
21,543
15,214
21.3
15.0
3.81
646,512
(13,572)
18,080
(8.2)
11.0
4.42
87
REMUNERATION REPORT TABLE 5.2: SEALINK’S SHARE PRICE PERFORMANCE SINCE IT WAS LISTED RELATIVE
TO S&P ASX300:
The Compound Annual Growth Rate (CAGR) of SeaLink’s share price during the 2013-2020 period was 17.57% compared with the
CAGR of the S&P ASX 300 which was 4.08%.
6. OPTIONS, SHAREHOLDINGS AND PERFORMANCE RIGHTS OF KMP
TABLE 6.1: OPTIONS HELD BY KMP IN PREVIOUS AND CURRENT REPORTING YEARS:
YEAR END
30/06/2019
BALANCE
01/07/2018
GRANT
DATE
AWARDED/
(FORFEITED)
EXERCISED
BALANCE
30/06/2019
FAIR VALUE
PER OPTION
AT AWARD
DATE
INTRINSIC
VALUE
OF OPTIONS
EXERCISED/
SOLD
EXPIRY
DATE
DIRECTORS
A McEvoy
Total
100,000 25/10/2016
100,000
–
–
–
–
100,000
100,000
$4.11
26/10/2019
–
–
–
YEAR END
30/06/2020
BALANCE
01/07/2019
GRANT
DATE
AWARDED/
(FORFEITED)
EXERCISED
BALANCE
30/06/2020
FAIR VALUE
PER OPTION
AT AWARD
DATE
INTRINSIC
VALUE OF
OPTIONS
EXERCISED/
SOLD
EXPIRY
DATE
DIRECTORS
A McEvoy
100,000
25/10/2016
100,000
26/10/2019
Total
100,000
–
100,000
–
–
–
$ 4.11
–
–
–
$411,000
$411,000
88
REMUNERATION REPORT
TABLE 6.2: SHAREHOLDINGS HELD BY KMP IN PREVIOUS AND CURRENT REPORTING YEARS
YEAR END 30/06/2019
BALANCE
01/07/2018
EXERCISE
OF OPTIONS
ACQUIRED/
(SOLD)
BALANCE
30/06/2019
AMOUNT PAID PER
SHARE ON OPTION
EXERCISE
DIRECTORS
A McEvoy
J Ellison
T Dodd
F Hele
A Staines
C Smerdon
19,579
5,524,769
5,035,990
10,000
–
6,104,500
OTHER KEY MANAGEMENT PERSONNEL
D Gauci
A Muir
P Victory
C Benson
J McDonald
B Martlew
M Niemann
10,000
–
59,889
–
–
4,500
–
Total
16,769,227
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(249,412)
–
–
–
8,000
–
17,236
9,324
–
–
10,000
19,579
5,524,769
4,786,578
10,000
–
6,104,500
18,000
–
77,125
9,324
–
4,500
10,000
(204,852)
16,564,375
–
–
–
–
–
–
–
–
–
–
–
–
–
–
YEAR END 30/06/2020
BALANCE
01/07/2019
EXERCISE
OF OPTIONS
ACQUIRED/
(SOLD)
BALANCE
30/06/2020#
AMOUNT PAID PER
SHARE ON OPTION
EXERCISE
DIRECTORS
A McEvoy
J Ellison
T Dodd
F Hele
A Staines
N Smith
C Smerdon
19,579
5,524,769
4,786,578
10,000
–
–
6,104,500
100,000
–
–
–
–
–
–
OTHER KEY MANAGEMENT PERSONNEL
C Feuerherdt
D Gauci
C Beaumont **
A Muir
G Legh **
W Toh **
P Victory *
C Benson *
J McDonald *
B Martlew *
M Niemann *
–
18,000
–
–
–
–
77,125
9,324
–
4,500
10,000
–
–
–
–
–
–
–
–
–
–
–
17,326
225,000
1,000,000
18,172
–
33,444,556
382,375
5,744,171
13,250
223,418
100,000
40,000
30,000
32,010
9,461
6,000
–
2,500
136,905
5,749,769
5,786,578
28,172
–
33,444,556
6,486,875
5,744,171
31,250
223,418
100,000
40,000
30,000
109,135
18,785
6,000
4,500
12,500
Total
16,564,375
100,000
41,288,239
57,952,614
*Ceased to be KMP on 16 January 2020; ** Became a KMP on 16 January 2020
# The balance reflects the number of shares held as at 30 June 2020 or the date on which the Executive ceased to hold the KMP position.
Refer to Section 1 for further information.
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
89
REMUNERATION REPORT All equity transactions with KMP have been entered into under terms and conditions no more favourable than those SeaLink would
have adopted if dealing on an arm’s length basis.
TABLE 6.3
Performance Rights (PR) are generally granted to Senior Executives as part of a LTI plan. When a participant ceases employment
prior to the vesting of their PR or where the performance hurdle is not met, the PR are forfeited, unless and to the extent that the
Board determines otherwise. Should all conditions be met, one Ordinary Share is issued for each PR at no consideration.
There were 299,130 PR issued in the 12-month period to 30 June 2020.
At 30 June 2020, 287,761 PR to KMP remained outstanding. In addition to the above, 11,369 PR (2019: Nil) were held
by senior staff.
Table 6.3 The following Performance Rights have been issued to KMP:
KEY MANAGEMENT
PERSONNEL
BALANCE
01/07/2019
AWARDED/
(FORFEITED)
BALANCE
30/06/2020
HURDLE
PRICE
FAIR VALUE PER
PERF. RIGHT AT
AWARD DATE
ISSUE
DATE
VESTING
DATE
DIRECTORS
J Ellison
A Muir
C Feuerherdt
A Muir
G Legh
D Gauci
160,000
15,000
–
–
–
–
(160,000)
(15,000)
156,392
31,904
78,196
21,269
–
–
156,392
31,904
78,196
21,269
25/10/2016
09/01/2017
12/06/2020
12/06/2020
12/06/2020
12/06/2020
$6.08
*
*
*
*
$4.11
$1.72
$3.77
$3.77
$3.77
$3.77
25/10/2019
07/01/2020
31/08/2022
31/08/2022
31/08/2022
31/08/2022
* The plan under which the Performance Rights were granted was approved at the SeaLink AGM in October 2019 and under that plan the rights
have conditions as follows:
1)
Executive must remain in continuous employment with SeaLink until the third anniversary of the date of grant of the Performance Rights; and
2)
There are two tranches of Performance Rights with the following weighting:
a.
b. 50% for Total Shareholder Return (TSR) measured against companies in the ASX 300.
50% for earnings per share growth.
3)
For the Performance Rights to vest in total, SeaLink must achieve the following conditions for each tranche:
a. A target compound annual growth rate (CAGR) of earnings per share (EPS) of 10% for the three-year measurement period, commencing
1 July 2019.
A threshold CAGR over that three-year period of 10% will result in 50% of the Performance Rights vesting, with pro rata vesting for
achievement for between 10% and 12% of CAGR for the three-year measurement period.
b. An Annualised Indexed TSR measured against the ASX300 Accumulation Index for the three-year measurement period, commencing
1 July 2019.
A threshold annualised TSR over that three year period meeting the Index will result in 50% of the Performance Rights vesting, with pro rata
vesting of the remaining remainder of the tranche for achievement up to 10% above the Index TSR for the three-year measurement period.
Disclosures required in the remuneration report by the Corporations Act, particularly the inclusion of accounting values for LTI performance rights
awarded but not vested, can vary significantly from the remuneration actually paid to senior executives. This is because the accounting standards
require a value to be placed on a right at the time it is granted to a senior executive and then reported as remuneration even if ultimately the senior
executive does not receive any actual value, for example, because performance conditions are not met and the rights do not vest.
Signed in accordance with a resolution of the Directors.
On behalf of the Directors
Andrea Staines OAM
Chair, Remuneration & Nomination Committee
SeaLink Travel Group Limited
Adelaide
Date: 31 August 2020
90
REMUNERATION REPORT
D I R E C T O R S ’
D E C L A R A T I O N
DIRECTORS’ DECLARATION
In the directors’ opinion:
• the attached financial statements and notes 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 comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 1 to the financial statements;
• the attached financial statements and notes give a true and fair view of the consolidated entity’s financial position as at
30 June 2020 and of its performance for the financial year ended on that date;
• there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and
payable; and
• at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group
will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross
guarantee described in note 37 to the financial statements.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf
of the directors
Jeffrey R Ellison
Chair
31 August 2020
91
ASX
ADDITIONAL INFORMATION
Additional information required by the Australian Securities
Exchange and not shown elsewhere in this report is as follows.
The information is current as of 31 August 2020.
A DISTRIBUTION OF EQUITY SECURITIES
(i) Ordinary share capital
218,399,048 fully paid ordinary shares are held by 3,404 individual shareholders. All issued ordinary shares carry one vote per share
and carry the right to dividends.
72,869,945 of these fully paid ordinary shares are subject to voluntary escrow arrangements whereby half of those shares are
subject to voluntary escrow until 15 January 2021 and the other half are subject to voluntary escrow until 15 January 2022
(both dates inclusive).
(ii) Performance Rights
299,130 performance rights are held by six employees of the Company. Pursuant to the Rules of the SeaLink Rights Plan,
performance rights do not carry voting or dividend entitlements. Shares issued when performance rights vest rank equally with
fully paid ordinary shares.
The number of holders of equity securities, by size of holding, in each class are:
FULLY PAID ORDINARY SHARES
PERFORMANCE RIGHTS
NUMBER OF
HOLDERS
NUMBER OF
SECURITIES
925
1,198
603
601
77
3,404
191
344,279
3,391,950
4,481,146
13,891,207
196,290,466
218,399,048
1692
% OF
CLASS
0.158
1.553
2.052
6.360
89.877
100
(0.0008)
NUMBER OF
HOLDERS
NUMBER OF
SECURITIES
0
0
2
3
1
6
N/A
0
0
11,369
131,369
156,392
299,130
N/A
% OF
CLASS
0
0
3.800
43.917
52.282
100
N/A
HOLDING RANGES
1–1,000
1,001–5,000
5,001–10,000
10,001–100,000
100,001 and over
Total
Holdings less than a
marketable parcel
(based on a closing
price of $4.75 on
31 August 2020)
92
B SUBSTANTIAL SHAREHOLDERS
Substantial shareholders as disclosed by notices received by the
Company as at 31 August 2020
SUBSTANTIAL SHAREHOLDERS^
ASSOCIATED SCRIP VENDORS^^
SEALINK TRAVEL GROUP LIMITED AND ITS SUBSIDIARIES^^
NUMBER OF VOTING SHARES IN WHICH THE
SUBSTANTIAL HOLDER OR AN ASSOCIATE HAD
A RELEVANT INTEREST AS THE DATE OF NOTICE
72,127,329
72,869,945
DATE OF NOTICE
16/01/2020
16/01/2020
^ Sarto Pty Ltd provided a notice on 21/06/2019 stating that it had a relevant interest in 5,331,000 voting shares.
No notice of ceasing to be a substantial holder has been received from Sarto Pty Ltd as at 31/08/2020. However, as at 31/08/2020 Sarto Pty Ltd and
associate held a relevant interest of approximately 3.0% based on details of the previous notice and accordingly has not been listed a substantial holder in
the table above.
^^ As at 16 January 2020,
• the Associated Scrip Vendors held approximately 33% of the Company’s voting shares. The details of the Associated Scrip Vendors are listed in the Form
603 (Notice of initial substantial holder) released to the ASX on 17/01/2020;
• the registered holders of the voting shares in which the Associated Scrip Vendors had a relevant interest were: (i) Leishman Australia Pty Ltd as trustee
for the Leishman Enterprises Trust; (ii) Finchton Enterprises Pty Ltd as trustee for the Leishman Family Trust No 2; (iii) Windfury Pty Ltd as trustee for
the Cleveland Transport Trust; (iv) Pacific Transit Pty Limited as trustee for the Pacific Transit Trust; (v) Accuro Trustees (Jersey) Ltd as trustee for the
Inubia Paulista Trust; and (vi) Smith Feuerherdt Holdings Pty Ltd as trustee for the Rubicon Trust. Those entities were issued shares by the Company as
consideration for the purchase of the Transit Systems Group as announced by SeaLink on 8 October 2019; and
• SeaLink had a relevant interest in approximately 33% of its voting shares by reason of the voluntary escrow arrangements associated with the purchase
of the Transit Systems Group announced by SeaLink on 8 October 2019.
C TWENTY LARGEST HOLDERS OF QUOTED EQUITY SECURITIES
ORDINARY SHAREHOLDERS
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
FINCHTON ENTERPRISES PTY LTD – THE LEISHMAN FAMILY NO 2 A/C
PACIFIC TRANSIT PTY LIMITED – THE PACIFIC TRANSIT A/C
NATIONAL NOMINEES LIMITED
ACCURO TRUSTEES (JERSEY) LTD – THE INUBIA PAULISTA A/C
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
BALANCE
AS AT
27/08/2020
23,630,272
18,671,572
18,671,572
14,877,583
14,772,984
13,185,210
10,855,063
CITICORP NOMINEES PTY LIMITED
9,210,194
WINDFURY PTY LIMITED – THE CLEVELAND TRANSPORT A/C
6,326,960
SARTO PTY LTD – R ZAPPIA & SONS P/FUND A/C
5,744,171
SMITH FEUERHERDT HOLDINGS PTY LTD – THE RUBICON A/C
5,056,836
LEISHMAN AUSTRALIA PTY LTD – THE LEISHMAN ENTERPRISES A/C
4,937,000
PRESCOTT NO 22 PTY LTD – THE PRESCOTT NO 22 A/C
4,602,503
SUNROP PTY LTD – SUNROP UNIT A/C
3,721,000
EQUILINK PTY LTD – F A MANN FAMILY A/C
3,582,601
BNP PARIBAS NOMINEES PTY LTD – AGENCY LENDING DRP A/C
3,563,692
ARISTOS NOMINEES PTY LTD – BJ MAYFIELD FAMILY A/C
2,724,769
HEBDEN PTY LTD – J R ELLISON FAMILY A/C
2,716,565
BNP PARIBAS NOMS PTY LTD – DRP
2,460,714
BELAHVILLE PTY LTD
1,942,133
WITRON PTY LTD – WITTMANN RETIRE FUND A/C
Total of Securities 171,253,394
%
10.820%
8.549%
8.549%
6.812%
6.764%
6.037%
4.970%
4.217%
2.897%
2.630%
2.315%
2.261%
2.107%
1.704%
1.640%
1.632%
1.248%
1.244%
1.127%
0.889%
78.413%
93
Head Office
Level 3, 26 Flinders Street
Adelaide SA 5000
Web www.sealinktravelgroup.com.au
Email info@sealinktravelgroup.com.au
Phone +61 8 8202 8688
ABN 49 109 078 257
ACN 109 078 257
ASX Code SLK
CORPORATE GOVERNANCE
The Board of Directors of SeaLink Travel Group Limited (“SeaLink”)
is responsible for the corporate governance of the Company and
its controlled entities (the Group), monitoring the operational and
financial performance of the Group, overseeing its business strategy
and approving its strategic direction.
The ASX Listing Rules require listed entities to disclose the extent to
which they have followed the best practice recommendations set by
the ASX Corporate Governance Council during a reporting period.
Our Corporate Governance Statement is available at
sealinktravelgroup.com.au/corporate-governance