Washington H. Soul Pattinson and Company Limited ABN 49 000 002 728 ASX Code: SOL Annual R '162018 e p o r t Profile Calendar Corporate Directory Contents Final Dividend Record date 19 November 2018 Payment date 10 December 2018 Annual General Meeting AGM date AGM venue 7 December 2018 The Wesley Theatre Wesley Conference Centre 220 Pitt Street, Sydney Directors Robert D Millner Todd J Barlow Tiffany L Fuller Chairman and Non-Executive Director Key Highlights Chairman’s Review Managing Director and Chief Executive Officer Review of Group Entities Non-Executive Director Michael J Hawker Lead Independent Director and Non-Executive Director Thomas C D Millner Warwick M Negus Robert G Westphal Company Secretary Non-Executive Director Non-Executive Director Non-Executive Director Washington H. Soul Pattinson and Company Limited (WHSP) was incorporated on 21 January 1903 having previously traded as two separate companies, Pattinson and Co. and Washington H. Soul and Co. Following a public offering of shares, WHSP was listed on the Sydney Stock Exchange (now the Australian Securities Exchange) on 21 January 1903. Over 100 years as a listed public company When Caleb Soul and his son Washington opened their first store at 177 Pitt Street, Sydney, in 1872 neither of them could have envisaged that 146 years later their single pharmacy would have evolved into a company as prominent and diversified as WHSP. WHSP is now a significant investment house with a portfolio encompassing many industries including its traditional field of pharmaceuticals, as well as coal mining, building materials, copper and gold mining and refining, equity investments, property investment, telecommunications and financial services. DIVERSIFIED PORTFOLIO LONG TERM INVESTOR CONSERVATIVE AND VALUE FOCUSED OVER THE LAST 15 YEARS WHSP HAS CONTINUALLY INCREASED DIVIDENDS GROWING AT A COMPOUND ANNUAL GROWTH RATE OF 8.3% PA DELIVERED A TSR OF 13.0% PER ANNUM OUTPERFORMING THE ALL ORDS ACCUMULATION INDEX BY 3.6% PA Group Company displays open 10.45am Ian D Bloodworth AGM commences 12.00 noon Auditors Pitcher Partners Sydney For more information visit our website www.whsp.com.au 160 Pitt Street, Sydney Circa 1950 TPG Telecom Limited Brickworks Limited New Hope Corporation Limited Financial Services Portfolio Australian Pharmaceutical Industries Limited Round Oak Minerals Pty Limited Apex Healthcare Berhad Other Investments Property Directors’ report Remuneration report Auditor’s independence declaration Financial report Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors’ declaration Independent auditor’s report ASX additional information 2 3 9 10 12 14 17 18 19 21 22 22 23 30 53 54 56 57 58 59 60 61 142 143 147 1 Key Highlights Chairman’s Review HIGHEST EVER PORTFOLIO VALUE TO $5.4b REGULAR PROFIT1 $331m PORTFOLIO VALUE2 INCREASE $972m 17.4% 1 21.8% 1 18th YEAR OF INCREASE SHAREHOLDER WEALTH FULLY FRANKED DIVIDENDS 56 cps 3.7% 1 MARKET CAP GROWTH AND DIVIDENDS ADDED $1.1b TO SHAREHOLDER WEALTH3 12 MONTH TOTAL SHAREHOLDER RETURN 27.5 % INVESTMENT IN WHSP OVER 15 YEARS GREW 525 % 12.6% above Index4 vs 286% for the Index4 1. 2. 3. 4. Regular profit after tax is a non-statutory profit measure and represents profit from continuing operations before non-regular items. A reconciliation to statutory profit is included in the Consolidated Financial Statements – Note 3, Segment information. Refer to page 4 for details of the portfolio valuation. For the year ended 31 July 2018 Index refers to the All Ordinaries Accumulation Index. 2 Washington H. Soul Pattinson and Company Limited Annual Report 2018 REGULAR PROFIT AFTER TAX INCREASED 17% Dear Shareholders, I am pleased to present the 2018 Annual Report for Washington H. Soul Pattinson and Company Limited (WHSP, Company) on behalf of the Board of Directors of the Company. Consolidated Financial Performance The regular profit after tax* increased by 17.4% to $331.1 million. This is the Group’s highest ever regular profit and was primarily attributable to: 4 New Hope Corporation Limited (New Hope) up by 74.7%, continued to capitalise on the recovery in coal prices and its Bengalla joint venture; 4 Apex Healthcare Berhad was up 33.6%. Its share price also performed well, increasing by 50.4%; 4 The Financial Services Portfolio was up 19.3%, driven by the performance of the merged Pengana Capital Group; and 4 Brickworks Limited was up 8.0% due to strong building activity on the east coast and growth of its property trust. The profit after tax attributable to shareholders for the year ended 31 July 2018 was $266.8 million, down 20.0% on the previous corresponding period. Profit after tax was impacted by non-regular losses of $64.3 million (2017: $51.6 million profit) predominantly relating to New Hope’s impairment of an undeveloped exploration project in Queensland. During the year, WHSP reduced its holding in New Hope from 59.6% to 50.0%. The sale provided proceeds of $175.7 million and a pre-tax gain of $172.8 million to WHSP. It should be noted that this gain is not reflect- ed in the consolidated results because New Hope is a member of the WHSP consolidated group. Comparisons with the prior year are as follows: Regular profit after tax* attributable to shareholders Profit after tax attributable to shareholders Interim Dividend (paid in May each year) Final Dividend (payable 10 December 2018) 2018 $’000 331,143 266,846 23 cents 33 cents 2017 $’000 282,019 333,611 22 cents 32 cents Total Dividends 56 cents 54 cents * Regular profit after tax is a non-statutory profit measure and represents profit from continuing operations before non-regular items. A reconciliation to statutory profit is included in the Consolidated Financial Statements – Note 3, Segment information. % Change +17.4% –20.0% +4.5% +3.1% +3.7% 3 Chairman’s Review Net Assets of the Parent Company – WHSP The assets of WHSP are summarised below. The net asset value as at 31 July 2018 was $5.4 billion, an increase of $972 million or 21.8% compared to $4.5 billion as at 31 July 2017. This increase was mainly attributable to strong share price performances by New Hope Corporation and Brickworks. As at 31 July 2018 TPG Telecom1 New Hope Corporation1 (59.6% held 31 July 2017) Brickworks1 Financial Services Portfolio1 & 2 Australian Pharmaceutical Industries1 Round Oak Minerals2 formerly CopperChem and Exco Resources Apex Healthcare Berhad1 TPI Enterprises1 (18.9% held 31 July 2017) Other Listed Equities Portfolio1 Other Unlisted Equities Portfolio2 Property Portfolio2 (net of borrowings) Cash and other net assets WHSP’s Holding % Value of WHSP’s Holding $m 12 month Movement % $m 25.3% 50.0% 43.9% – 19.3% 100% 30.3% 19.9% 1,350 1,326 1,023 414 161 154 83 21 515 93 183 116 45 533 156 5 (6) 71 34 (20) 68 21 (25) 90 3.5% 67.2% 18.0% 1.2% (3.7%) 84.3% 70.0% (48.7%) 15.3% 28.4% (12.2%) 354.9% 21.8% Net asset value (pre-tax)3 & 4 5,439 972 1 At market value. 2 At Directors’ valuations. 3 4 The tax payable if all of these assets had been disposed of on 31 July 2018 would have been approximately $1,082 million. Net asset value (pre-tax) is the value of all of WHSP’s assets less all of its liabilities (other than the tax payable upon the sale of its assets). Assets are valued at market value or Directors’ valuation as shown. 3 YEAR TOTAL SHAREHOLDER RETURN OVER 20% PER ANNUM In November 2017, we reduced our holding in New Hope from 59.6% to 50.0% in order to assist the free float and liquidity of its shares. The sale provided proceeds of $175.7 million and a pre-tax gain of $172.8 million. The financial services portfolio consists of BKI Investment Company, Milton Corporation, Pengana Capital Group, Pengana International Equities and URB Investments which are listed on the ASX and Contact Asset Management, Ironbark Asset Management (Ironbark) and Pitt Capital Partners which are unlisted. The Company acquired a 14.5% holding in Ironbark during the period. WHSP invested further in the 100% owned Round Oak Minerals (formerly CopperChem and Exco Resources). This investment funded Round Oak’s acquisition of the Stockman copper-zinc project in north-east Victoria and the Jaguar underground copper-zinc operation in Western Australia. During the year, the Company agreed the sale of two properties, one of which was the head office building at 160 Pitt Street. As this sale was completed in August 2018 it will be accounted for in the 2019 financial year. Washington H. Soul Pattinson and Company Limited WHSP is a long-term investor with a strong focus on providing its shareholders with capital growth and increasing fully franked dividends. WHSP has consistently outperformed the ASX All Ordinaries Accumulation Index over the long-term. Total shareholder return (TSR) measures share price movement and assumes the reinvestment of all dividends. It does not account for franking credits also passed onto shareholders. The table below shows the TSRs for WHSP shares for various periods and compares them to the ASX All Ordinaries Accumulation Index which also includes the reinvestment of dividends. Total Shareholder Returns to 31 July 2018 Annual Return WHSP 1 Year 3 Years p.a. 5 Years p.a. 10 Years p.a. 15 Years p.a. 27.5% 20.5% 13.7% 11.3% 13.0% All Ordinaries Accumulation Index 14.9% 8.4% 9.4% 6.9% 9.4% Out Performance 12.6% 12.1% 4.3% 4.4% 3.6% 4 Washington H. Soul Pattinson and Company Limited Annual Report 2018 Brickworks Limited 5 Chairman’s Review 600% 500% 400% 300% 200% 100% 0% The following chart shows the 15 year total shareholder return of an investment made in WHSP shares in July 2003 compared to the ASX All Ordinaries Accumulation Index. An investment in WHSP over this period has increased by more than five times while the index has increased by less than three times. 15 Year Total Shareholder Return WHSP All Ordinaries Accumulation Index WHSP +525% +286% All Ordinaries Accumulation Index 3 0 0 2 4 0 0 2 5 0 0 2 6 0 0 2 7 0 0 2 8 0 0 2 9 0 0 2 0 1 0 2 1 1 0 2 2 1 0 2 3 1 0 2 4 1 0 2 5 1 0 2 6 1 0 2 7 1 0 2 8 1 0 2 Includes the re-investment of dividends. The following chart shows the wealth created over a 40 year period. If a shareholder had invested $1,000 in 1978 and reinvested all dividends, the shareholding would have appreciated to over $484,000 as at 31 July 2018. This equates to a compound annual growth rate of 16.7% year on year for 40 years and does not include the franking credits which have also been passed on to shareholders by WHSP. Wealth Creation over 40 years 4 $1,000 invested in 1978 worth $484,310 in 2018 4 Compound annual return of 16.7% for 40 years $600,000 $550,000 $500,000 $450,000 $400,000 $350,000 $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $0 8 7 9 1 3 8 9 1 8 8 9 1 3 9 9 1 8 9 9 1 3 0 0 2 8 0 0 2 3 1 0 2 8 1 0 2 Includes the re-investment of dividends. Dividends The chart below demonstrates WHSP’s exceptional history of paying dividends to shareholders. The compound annual growth rate of the Company’s ordinary dividends is 8.34% PA over the last 15 years. WHSP has not missed paying a dividend since listing in 1903, including during the Great Depression of the 1930s and the Global Financial Crisis of 2007–08. 20 Year Dividend History Cents per Share Total Ordinary Dividends Special Dividends 25 12.5 15 15 50 52 48 56 54 46 44 40 5 5 20 17 27 28.5 30 25 32 34 3 0 0 2 4 0 0 2 5 0 0 2 6 0 0 2 7 0 0 2 8 0 0 2 9 0 0 2 0 1 0 2 1 1 0 2 2 1 0 2 3 1 0 2 4 1 0 2 5 1 0 2 6 1 0 2 7 1 0 2 8 1 0 2 4 3.5 10 11 0 0 0 2 1 0 0 2 12 9 9 9 1 5 14 2 0 0 2 6 Washington H. Soul Pattinson and Company Limited Annual Report 2018 New Hope 7 Chairman’s Review TOTAL DIVIDEND FOR THE YEAR 56¢ Final Dividend The Directors have declared a fully franked final dividend of 33 cents per share in respect of the year ended 31 July 2018 (2017: 32 cents fully franked). This brings total dividends for the year to 56 cents fully franked (2017: 54 cents fully franked). The record date for the final dividend will be 19 November 2018 with payment due on 10 December 2018. The last day to purchase shares and be eligible for the final dividend is 16 November 2018. WHSP’s diversified portfolio continues to deliver reliable cash returns enabling it to provide increasing fully franked dividends to its shareholders. WHSP is one of only two companies in the ASX All Ordinaries Index to have increased its dividend every year for the last 18 years. The Company receives dividends and distributions from its investments, interest income and gains on property assets. The Directors declare interim and final dividends based on the Company’s regular cash inflows less regular operating costs. This year it will pay out, as dividends, 93.4% of its net regular cash inflows from operations (2017: 90.0%). Closure of the 160 Pitt Street Pharmacy During the year, WHSP entered into an agreement to sell its head office building at 160 Pitt Street. As a conse- quence the Company’s last remaining pharmacy, which had operated out of the building for 145 years, ceased trading in May 2018. In 1872, Caleb Soul and his son, Washington Hanley Soul, opened their first shop at 177 Pitt Street offering general pharmaceutical goods. The shop traded under the name Washington H Soul and Co. Within a year, larger premises were needed and the shop moved down the road to 160 Pitt Street. The building caught fire in 1886 and a new building was erected in its place and named the Phoenix Building. In 2000, WHSP sold its pharmaceutical operations to Australian Pharmaceutical Industries (API), and WHSP remains a major shareholder of API. The chemist at 160 Pitt Street was the only store retained by WHSP. While the Company’s foundations are as a pharmacy, today WHSP has evolved to become an investment house with a range of investments across diverse industries, including coal mining, building materials, copper and gold mining and refining, equity investments, property investment, telecommunications and financial services. As at 31 July 2018 the portfolio had grown in value to more than $5 billion and pharmaceutical investments represented less than 5% of that total value. This is the end of a chapter in the Company’s history. While it was sad to see the pharmacy closing its doors after 145 years, we are immensely proud of what it achieved. WHSP thanks the many staff who have provided diligent service throughout the years and our many loyal customers. Review of Group Entities as at 31 July 2018 TPG Telecom Limited ASX:TPM 10 Brickworks Limited ASX:BKW 12 New Hope Corporation Limited ASX:NHC 14 Milton CORPORATION LIMITED Financial Services Portfolio 17 Australian Pharmaceutical Industries Limited ASX:API 18 Round Oak Minerals Pty Limited (formerly CopperChem and Exco Resources) 19 R D Millner Chairman Apex Healthcare Berhad Bursa Malaysia: APEX MK 21 8 Washington H. Soul Pattinson and Company Limited Annual Report 2018 Other Investments Property 22 22 9 Review of Group Entities TPG Telecom Limited Associated entity: 25.3% held Dividends paid to WHSP: $9.3 million Total Market Capitalisation: $5.34 billion Value of WHSP’s Holding: $1.35 billion ASX code: TPM TPG reported the following results for the year ended 31 July 2018 (FY18): 4 Earnings before interest, tax, depreciation and amortisation (EBITDA) of $841.1 million; 4 Net profit after tax (NPAT) attributable to shareholders of $396.9 million; and 4 Earnings per share (EPS) of 42.8 cents. Underlying Results The FY18 EBITDA result includes no material irregular items and is therefore representative of underlying EBITDA for the period. By contrast the FY17 EBITDA result benefitted from $55.8 million of favourable non-recurring items (predominantly a profit realised on sale of an investment). Therefore, although there is a $49.7 million decrease in reported EBITDA between FY17 and FY18, underlying EBITDA increased by $6.1 million in FY18 from $835.0 million to $841.1 million, making FY18 the 10th consecutive year of underlying EBITDA growth for TPG. As shown in the chart below, this modest underlying EBITDA increase in FY18 has been achieved despite the significant headwinds that were experienced during the year from: the migration of DSL customers to lower margin NBN services; loss of gross profit from home phone services as customers migrate to NBN bundled services; and electricity price increases. Bridge between underlying FY17 and FY18 EBITDA $835m ($43m) ($18m) ($5m) $72m $841m FY17 Underlying EBITDA DSL to NBN GP margin reduction iiNet fixed voice GP decrease Increased electricity prices Other growth FY18 Underlying EBITDA REGULAR PROFIT CONTRIBUTED TO THE GROUP $109 MILLION The adverse profit impacts of the headwinds shown in the chart above were all in line with, or slightly less than expectations, whilst the strong $72 million of other EBITDA growth achieved relative to FY17 was pleasing. The main contributions to this growth were the Corporate Segment, TPG fibre to the building services and cost savings from the ongoing integration of iiNet. Segment Results The Consumer Segment’s EBITDA for FY18 was $513.1 million compared to $530.4 million for FY17. The Corporate Segment achieved EBITDA of $330.1 million for FY18 compared to $312.8 million for FY17, a $17.3 million year-on-year growth. Cash Flow, Capital Expenditure and Gearing TPG delivered another strong cash flow result in FY18 with $868.3 million of cash generated from operations (pre-tax). TPG’s capital expenditure for the year of $956.3 million included $597.3 million of spectrum payments (includes a $594.8 million instalment for the 2x10MHz of 700MHz spectrum acquired at auction last year) and $101.0 million invested in the mobile network builds in Singapore and Australia. The remaining ‘business as usual’ capital expenditure of $258.0 million was $104.5 million lower than FY17 as the fibre expansion for the Vodafone fibre contract was substantially completed during the year. At the end of year TPG had net debt of $1,266.4 million, which represents a leverage ratio of approximately 1.5 times EBITDA, and had undrawn headroom of over $1 billion in its debt facilities to fund its remaining planned mobile network investments in Australia and Singapore. Dividend TPG has declared a final dividend of 2 cents fully franked, in line with the interim dividend. Merger of Equals with Vodafone Hutchison Australia On 30 August 2018 TPG announced a planned merger of equals with Vodafone Hutchison Australia which, subject to satisfaction of certain conditions precedent, including the approval of the Australian Competition and Consumer Commission, is expected to complete in 2019. Contribution to WHSP TPG contributed a net profit of $100.0 million to the Group (2017: $104.1 million). Its contribution to regular profit was $109.0 million (2017: $105.0 million). 10 Washington H. Soul Pattinson and Company Limited Annual Report 2018 11 Review of Group Entities Brickworks Limited Associated entity: 43.9% held Dividends paid to WHSP: $34.1 million Total Market Capitalisation: $2.33 billion Value of WHSP’s Holding: $1.02 billion ASX code: BKW RECORD UNDERLYING NET PROFIT AFTER TAX UP 13.9% Brickworks posted a statutory net profit after tax (NPAT) for the year ended 31 July 2018 of $175.4 million, down 5.8% on the prior year. Record underlying NPAT of $223.7 million was up 13.9% from $196.4 million for the year ended 31 July 2017. Statutory earnings per share was $1.17, down 6.0% on the prior year, and underlying EPS was $1.50, up 13.7%. Brickworks has declared a fully franked final dividend of 36 cents per share, up 5.9% on the prior year. This brings total dividends for the year to 54 cents per share, up 3 cents or 5.9% on the prior year. Building Products Building Products’ earnings before interest and tax (EBIT) was $76.0 million, up 16.8% on the prior year. Austral Bricks earnings were significantly higher on the back of a strong performance in New South Wales and Victoria. Performance in Western Australia also improved following prior period restructuring initiatives. Austral Bricks delivered a 12.8% increase in earnings for the year, with sales revenue up 8.1% to $447.3 million. Austral Masonry earnings were in line with the prior year, on a 23.2% increase in sales revenue to $109.7 million. Excluding UrbanStone, revenue was up 5.5% on a like-for-like basis. Bristile Roofing earnings increased on the prior year, with sales revenue up 6.7% to $136.4 million. Austral Precast and Auswest Timbers earnings were higher than last year. Property Property delivered an EBIT before significant items of $94.0 million for the year ended 31 July 2018, up 3.8% from $90.6 million for the prior year. This improved result was due to higher earnings from the Property Trust. The total value of assets held within the Property Trust at 31 July 2018 was $1.527 billion. This includes a 33% increase in the value of leased assets, to $1.168 billion, due primarily to the completion of the Oakdale Central Estate in the second half. The Property Trust also holds a further $360 million in land to be developed. Borrowings of $451 million are held within the Property Trust, giving a total net asset value of $1.076 billion. Brickworks’ 50% share of this net asset value was $538 million, up $58 million from $480 million at 31 July 2017. Outlook The Building Products division faces mixed market conditions across the country, with the timing and extent of any sustained decline in building materials demand difficult to predict. Development activity within the Property Trust remains strong. The completion of new facilities at Oakdale South and Rochedale will drive growth in rent and asset value over both the short and longer term. The sale of the Punchbowl property is due to complete in October 2018. With a sale price of $41 million, and total costs of approximately $8 million, this transaction will deliver a profit of around $33 million to Brickworks. Contribution Brickworks contributed a net profit of $40.5 million (2017: $36.3 million) to the Group. These contributions exclude the WHSP profit taken up by Brickworks under the equity accounting method. 12 Washington H. Soul Pattinson and Company Limited Annual Report 2018 Brickworks Limited 13 Review of Group Entities New Hope Corporation Limited Controlled entity: 50.0% held Dividends paid to WHSP: $54.7 million Total Market Capitalisation: $2.65 billion Value of WHSP’s Holding: $1.33 billion ASX code: NHC REGULAR PROFIT AFTER TAX INCREASED 96% New Hope reported a net profit after tax and before non-regular items of $252.6 million for the year ended 31 July 2018. The result comprised: a profit of $252.8 million from coal mining, marketing and logistics operations; and a loss of $0.2 million from oil operations. This result is 96% higher than the 2017 result of $128.7 million. The net profit after tax, including non-regular items, was $149.5 million, 7% higher than the 2017 result of $140.6 million. Compared to 2017, the full year result benefited from: 4 Increased production and sales driven by performance of the Bengalla Joint Venture; 4 Increased coal prices in US Dollar terms; and 4 A lower AUD:USD exchange rate. Partially offset by: 4 Increased cost of sales as the Acland Mine nears the end of the Stage 2 life; 4 Increased cost of sales arising from higher strip ratios at Bengalla; and 4 A non-regular impairment loss and associated costs relating to the Colton exploration project. During the year, New Hope generated a strong operating cash surplus of $433.9 million (before interest and tax) which is an increase of 39% on the 2017 result of $313.0 million. Before non-regular items, basic earnings for 2018 were 30.4 cents per share, compared to 15.4 cents per share in 2017. After non-regular items, basic earnings per share were 18.0 cents per share for 2018 against 16.9 cents in 2017. New Hope has declared a fully franked final dividend of 8 cents per share (2017: 6 cents). Together with the interim dividend of 6 cents per share, this brings the total dividends for the year to 14 cents per share (2017: 10 cents). Coal Operations New Hope’s two operating mines in South East Queensland (New Acland and Jeebropilly) combined to produce 5.2 million tonnes of saleable coal during the year. Bengalla (New Hope’s 40% interest) produced 3.8 million tonnes for the year. The New Hope Group produced 9.0 million tonnes of saleable coal in 2018 which is an increase of 5% on 2017 production. The total quantity of coal sold in 2018 was 8.9 million tonnes which exceeded the 8.5 million tonnes sold in 2017. Bengalla Joint Venture (New Hope share 40%) The Bengalla joint venture mine (100% basis) produced 9.4 million tonnes of coal in 2018 which is an increase of 10% on 2017 production. The Bengalla mine is operated by the Bengalla Mining Company Pty. Limited of which New Hope has a 40% interest. On 7 August 2018, New Hope announced it had reached agreement with Wesfarmers to acquire their 40% interest in the Bengalla mine (subject to the pre-emptive rights of the other Joint Venture parties) for $860 million. This acquisition demonstrates New Hope’s long term commitment to the Bengalla mine and a positive outlook for the global export thermal coal market. The acquisition is expected to settle early in the 2019 calendar year. Queensland Bulk Handling (QBH) QBH, New Hope’s 100% owned coal terminal at the Port of Brisbane, exported 7.2 million tonnes of coal on 93 vessels in 2018, which is slightly higher than 2017. QBH remains essentially a demurrage free port. Pastoral Operations Acland Pastoral continued to build its breeding herd throughout the year. The year end herd consisted of 2,529 breeders, 400 weaners and 76 bulls with 2,511 cattle sold during the year. The cropping operation produced and sold 13,930 tonnes of sorghum and 794 tonnes of corn silage with an additional barley silage crop grown to support the weaning operation. A further 180 hectares of rehabilitated land from the New Acland Mining Lease was fenced and transferred back to pastoral operations for grazing activities during the year. The majority of boundary fencing upgrades were completed through the year as part of a strategic fencing project. Bridgeport Energy Limited Oil production totalled 373,875 barrels for the year, a 21% increase on 2017. This significant increase in production was the result of the full year impact of the Greater Kenmore Bodalla assets and improved production perfor- mance at the principal assets. Sales revenue for the year was $29.1 million compared to $18.7 million for the prior year, an increase of 56%. Realised oil sale prices averaged $88 per barrel against the previous year of $65 per barrel. Bridgeport’s earnings before interest, tax, depreciation and amortisation were $8.0 million for the year. 14 Washington H. Soul Pattinson and Company Limited Annual Report 2018 New Hope continued >>> 15 Review of Group Entities New Hope Corporation Limited (continued) Outlook In 2019, New Hope expects its coal operations to produce at similar levels to the 2018 financial year. Continuing global demand for high quality Australian thermal coal is likely and with the limited scope for increased supply prices are expected to remain firm. This will continue to underpin strong results from this business segment. New Hope expects the coal reserves at Jeebropilly Mine to be exhausted late in the 2019 calendar year. The focus will then transition to optimising the post mining land use. Jeebropilly is ideally located in close proximity to the city of Ipswich which provides attractive sale or development opportunities for industrial, commercial and residential use. Timely New Acland Stage 3 approvals will be critical to enabling production to continue at current levels beyond the 2019 financial year. While current prices may support mining additional coal within the Stage 2 lease area (subject to social and environmental approvals), the receipt of the Environmental Authority, Mining Lease and Associated Water License for the Stage 3 lease area are critical to the production outcomes for 2020 and beyond. Bridgeport operations will continue to focus on incremental growth in the producing fields as well as targeted exploration activities. Interest in the oil and gas sector has continued to grow over the last 12 months and may present opportunities for Bridgeport over the coming year. With global demand for high quality Australian coals continuing to rise, New Hope’s strong balance sheet and quality portfolio of operational and development assets represent a unique opportunity over the short, medium and long term. Contribution to WHSP New Hope contributed $133.0 million to regular profit (2017: $76.7 million, 59.6% held). A non-regular expense of $51.5 million attributable to the impairment of New Hope’s Colton reserve and associated costs reduced contribu- tion to the Group’s net profit to $81.5 million (2017: $83.8 million, 59.6% held). In November 2017, WHSP reduced its holding in New Hope from 59.6% to 50.0% in order to assist the free float and liquidity of New Hopes’ shares. Financial Services Portfolio Dividends paid to WHSP: $15.4 million Value of WHSP’s Holding: $414 million Milton CORPORATION LIMITED DIVIDENDS PAID TO WHSP $15.4 million The assets in the Financial Services Portfolio include investments in funds management, corporate advisory and Listed Investment Companies (LICs). The valuation of the assets in this portfolio at 31 July 2018 was $414 million while the cost base of these assets was just over $250 million. In June 2017, WHSP’s investments in Pengana and Hunter Hall were merged to form the Pengana Capital Group (PCG). WHSP became the biggest shareholder in PCG with a 39.2% shareholding. For the year ended 30 June 2018, PCG continued to add funds under management and delivered strong returns to its investors. WHSP’s shareholding in PCG increased in value by 7.7% during the year. WHSP added to the portfolio during the year by purchasing shares in an unlisted business in the financial services industry, Ironbark Asset Management. Ironbark provides asset management solutions for investors and financial advisers by partnering with best in class investment managers across a range of asset classes. WHSP realised part of its investment in Milton Corporation during the year producing proceeds of $17.8 million and a gain of $7.3 million. This portfolio provides WHSP with exposure to both Australian and international equities. WHSP will continue to look for investments in the financial services sector where it sees long-term growth and attractive industry dynamics. As at 31 July 2018 BKI Investment Company Limited (ASX: BKI) Contact Asset Management Pty Limited Ironbark Asset Management Milton Corporation Limited (ASX: MLT) Pengana Capital Group Limited (ASX: PCG) Pengana International Equities Limited (ASX: PIA) formerly Hunter Hall Global Value Limited (ASX: HHV) Pitt Capital Partners Limited URB Investments Limited (ASX: URB) WHSP’s Holding % 8.6% 20.0% 13.9% 3.8% 39.2% 9.8% 100% 12.4% The financial services portfolio contributed a net profit of $16.4 million to the Group (2017: $13.1 million). 16 Washington H. Soul Pattinson and Company Limited Annual Report 2018 New Hope 17 Review of Group Entities Australian Pharmaceutical Industries Limited Associated entity: 19.3% held Dividends paid to WHSP: $6.7 million Total Market Capitalisation: $832 million Value of WHSP’s Holding: $161 million ASX code: API API’s financial year ended on 31 August 2018. The results for the full year are not expected to be released to the market until late October 2018. For the six months ended 28 February 2018, API reported the following results which are compared to those of the first half last year: 4 Underlying net profit after tax (NPAT) of $26.8 million, decrease of 8%, slightly ahead of revised guidance; 4 Reported NPAT was $24.9 million, down 14.4%; 4 Underlying earnings before interest and tax of $44.6 million, down 8%; 4 Pharmacy Distribution continued to perform well with underlying sales growth of 9.8%; and 4 Priceline/Priceline Pharmacy total network sales growth of 2.1% with 466 stores, and comparable retail store sales decline of 1.7%. In June API paid a fully franked interim dividend of 3.5 cents per share, unchanged from last year. API commented that its prior capital investments provide it with the ability to reduce operational costs in the second half of the year. On 25 June 2018, API announced that it had entered into agreements to acquire the assets of Clearskincare Clinics, a leading provider of non-invasive aesthetic services such as laser hair removal, skin treatments and cosmetic injectables. Clearskincare has 44 clinics (42 in Australia and two in New Zealand) and an exclusive skincare product range. API advised that Clearskincare has a demonstrated track record of growth, generates strong cash flow and it is anticipated to be earnings per share accretive for API in its 2019 financial year, with ongoing earnings’ growth in future years from current and new clinics. In July, API announced that the first stage of the acquisition had been completed as anticipated with API taking up an initial 50.1% controlling interest in the clinics and 100% of the skincare product business. API will move to 75.1% ownership of the clinics in September 2020 and then 100% in September 2021. The acquisition has been well received by the market with API’s share price rising from $1.355 on 22 June to $1.845 on 31 August, a 36.2% increase. This increase added $46.6 million to the market value of WHSP’s investment in API over that period. WHSP has equity accounted API’s result for the 12 months to 28 February 2018. API contributed a net profit of $9.3 million (2017: $14.2 million) to the Group. The contribution was impacted by WHSP reducing its holding in API from 24.5% to 19.4% in early May 2017. Round Oak Minerals Pty Limited (formerly CopperChem and Exco Resources) Controlled entities: 100% held Value of WHSP’s Holding: $154 million* Unlisted entity * Directors’ valuation Round Oak is a mining and exploration company which produces zinc and copper concentrates (both containing silver) and gold ore from its mining and processing facilities. Round Oak has further processing facilities capable of producing copper sulphate which are currently on care and maintenance. Round Oak acquired the Jaguar underground copper-zinc operation in Western Australia from Independence Group Limited in May 2018 and assumed operational management of Jaguar on 1 June 2018. This was a separate transaction to the acquisition of the Stockman project in north-east Victoria which was also purchased from Independence Group Limited during the year. The transaction to acquire the Stockman copper-zinc project was completed in December 2017. The final approval and permitting phase of the project is underway and an Infrastructure Mining Licence (IML) covering the project’s tailings dam was granted to Round Oak in July 2018. The granting of the IML was a critical step in the approvals process and allows Round Oak to submit the Work Plan for the project in the second half of 2018. The Work Plan is the final step in the primary approvals phase for the project. The integration of existing crushing and grinding circuits at the Cloncurry plant into the new gold processing facilities was completed during the year with first gold production expected in the second half of 2018. This facility will be utilised to process Round Oak’s portfolio of gold resources with a number of satellite open pit mines feeding the plant over an initial 2-3 year period. The first of these, Wallace South, commenced mining activities in June 2018. Additional gold projects are being evaluated to increase the production life of the facilities. 18 Washington H. Soul Pattinson and Company Limited Annual Report 2018 api Round Oak Minerals 19 Review of Group Entities Round Oak Minerals Pty Limited (continued) The Mt Colin underground copper mine commenced development in July 2018 with portal access established from the existing open pit. Copper ore from Mt Colin will be toll treated at Glencore’s Earnest Henry operation, with first ore expected to be produced in the first half of 2019. Production activities continued at the White Dam mine in South Australia during the year with gold production now forecast to continue until the end of 2019. Exploration activities are continuing in north-west Queensland on a number of prospective targets for the purpose of identifying additional copper and gold resources for future mining activities within the operating radius of the Cloncurry processing facilities. An exploration drilling programme was completed at Stockman in the first half of 2018 with further drilling planned for late 2018. The aim of the exploration is to increase the mineral resource bases for the project. Revenue from gold sales for the year was $18.7 million, an increase over the $18.4 million for previous financial year. Revenue from zinc concentrate (also containing silver credits) from the Jaguar operation was $15.2 million for the period since the acquisition in May 2018. Round Oak contributed a net loss of $12.6 million to the Group (2017: $2.8 million loss). Significant expenses were associated with the acquisition of the Jaguar asset and with Round Oak transitioning a number of its assets into production which impacted the regular result. in addition, this year’s contribution included non-regular expenses of $2.9 million. Apex Healthcare Berhad Associated entity: 30.3% held Dividends paid to WHSP: $1.4 million Total Market Capitalisation: $275 million Value of WHSP’s Holding: $83 million Listed on Bursa Malaysia, code: APEX MK NET PROFIT CONTRIBUTED TO THE GROUP $5m Apex’s operations include the development and manufacturing of generic pharmaceuticals and orthopaedic devices, and the sale, marketing and distribution of pharmaceuticals, consumer healthcare products and diagnostic products. It has over 1,100 employees at its facilities in Malaysia, Singapore, Vietnam and Myanmar. Apex was established in 1962 and is publicly listed on the Main Board of Bursa Malaysia. Apex’s results are converted from Malaysian Ringgit (MYR) to Australian dollars (AUD). The appreciation of the MYR has positively affected Apex’s results when restated in AUD. For this reason the percentage movements shown below are based on MYR movements. For the six months ended 30 June 2018 Apex generated revenue of $104.4 million, an increase of 0.2% in MYR over the previous corresponding six month period. The net profit after tax attributable to shareholders was $9.0 million, a substantial increase of 48.1% in MYR over the first half of 2017. Apex has declared an interim dividend of 2.2 cents per share for the six months ended 30 June 2018. This is an increase of 18.2% over last year in MYR and 30.1% in AUD. Apex’s share price has performed particularly well over the 12 months to 31 July 2018 rising by 50.4% in MYR and 70.3% in AUD. This increase added $34.4 million to the market value of WHSP’s investment in Apex over the year. WHSP has equity accounted Apex’s result for the 12 months to 30 June 2018. Apex contributed a net profit of $5.0 million to the Group (2017: $3.3 million). 20 Washington H. Soul Pattinson and Company Limited Annual Report 2018 Round Oak Minerals 21 Review of Group Entities Other Investments Directors’ Report As at 31 July 2018 Listed Bailador Technology Investments Limited Clover Corporation Limited Heritage Brands Limited Lindsay Australia Limited Quickstep Holdings Limited Verdant Minerals Limited Unlisted Ampcontrol Pty Limited Seven Miles Coffee Roasters Pty Limited Specialist Oncology Property Pty Limited WHSP Aquatic Achievers Pty Limited (acquired February 2018) WHSP’s Holding % 19.1% 22.6% 25.1% 18.9% 15.9% 33.4% 43.3% 40.0% 23.3% 100% Property During the year, redevelopment of the Kingsgrove property continued and works commenced at the Prestons site. WHSP sold one of its two commercial office buildings in Pennant Hills and has maintained the asset at 1 City View, Pennant Hills. The Company also agreed the sale of the head office building at 160 Pitt Street and the industrial property at Prestons. The head office sale was completed in August 2018 and will be accounted for in the 2019 financial year. The sale of Prestons is expected to complete in November 2018. Pitt Street Real Estate Partners continues to investigate opportunities to add to WHSP’s property portfolio, whilst also considering the sale of mature assets. The Directors of Washington H. Soul Pattinson and Company Limited (WHSP, Parent Company) present their report and the financial statements of the Consolidated Entity, being the Parent Company and its subsidiaries (the Group), for the financial year ended 31 July 2018. Directors Chairman Managing Director The following persons were Directors of WHSP for the whole of the financial year and up to the date of this report: 4 Mr R D Millner 4 Mr T J Barlow 4 Mr M J Hawker 4 Mr T C D Millner 4 Mr W M Negus 4 Mr R G Westphal 4 Mr D E Wills was a Director of WHSP from the commencement of the financial year until his retirement on Lead Independent Director 31 October 2017. 4 Mrs T L Fuller was appointed as a Director of WHSP on 1 December 2017. She remained a Director for the rest of the financial year and up to the date of this report. 4 Ms M R Roderick was an Executive Director of WHSP from the commencement of the financial year until 12 April 2018 when she ceased employment and consequentially ceased to be a Director under the Company’s Constitution. Principal Activities The principal activities of the entities in the Consolidated Entity during the course of the financial year were: ownership of shares; coal mining; gold and copper mining and refining; property investment; and consulting. There were no significant changes in the nature of the Consolidated Entity’s principal activities during the year. Dividends Dividends paid or declared by the Parent Company since the end of the previous financial year were: Cents Per Share cents Total Amount $’000 Franking % Date of Payment Declared and paid during the year Final ordinary dividend 2017 Interim ordinary dividend 2018 Dealt with in the financial report as dividends Declared after the end of the year Final ordinary dividend 2018 32 23 55 33 76,607 55,061 131,668 100% 100% 11 December 2017 10 May 2018 79,000 100% 10 December 2018 22 Washington H. Soul Pattinson and Company Limited Annual Report 2018 23 Directors' Report Review of Operations Environmental Compliance The profit after tax attributable to shareholders for the year ended 31 July 2018 was $266.8 million, down $66.8 million on the previous corresponding period. This result includes expenses of $51.5 million from New Hope’s impairment of an undeveloped exploration project in Queensland and associated costs. Comparison with the prior year is as follows: Revenue from continuing operations Profit after tax attributable to shareholders Interim Dividend (paid in May each year) Final Dividend (payable 10 December 2018) Total Dividends 2018 $000 1,174,882 266,846 23 cents 33 cents 56 cents 2017 $000 967,570 333,611 22 cents 32 cents 54 cents Change % + 21.4% – 20.0% + 4.5% + 3.2% + 3.7% For further information regarding the operations of the Group refer to the Chairman’s Review and the Review of Group Entities on pages 3 to 22 of this annual report. State of Affairs In the opinion of the Directors there were no significant changes in the state of affairs of the Consolidated Entity that occurred during the financial year under review not otherwise disclosed in this report or the Consolidated Entity’s financial statements. Financial Position, Financial Instruments and Going Concern The Directors believe the Group is in a strong and stable position to grow its current operations. Details of financial risk management objectives and policies are set out in note 20 of the consolidated financial statements. The Directors, having made appropriate enquiries, consider that the Group has adequate resources to continue in its operational businesses for the foreseeable future and have therefore continued to adopt the going concern basis in preparing the financial statements. Events Subsequent to the Reporting Date The Directors are not aware of any other event or circumstance since the end of the financial year not otherwise dealt with in this report or the consolidated financial statements that has or may significantly affect the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity in subsequent years. Refer to note 7 of the consolidated financial statements. Likely Developments, Business Strategy and Prospects Other than as discussed in the Review of Group Entities, information about likely developments, business strategy and prospects and the expected results in subsequent financial years have not been disclosed because the Directors believe, on reasonable grounds, that to include such information would be likely to result in unreason- able prejudice to the Consolidated Entity. Corporate Governance Statement The Parent Company’s Corporate Governance Statement may be viewed in the Corporate Governance section of the Company’s web site at http://www.whsp.com.au/whsp/wp-content/uploads/2018/10/WHSP-Corporate- Governance-Statement.pdf Workplace Gender Equality In accordance with the requirements of the Workplace Gender Equality Act 2012, WHSP lodged its annual public report for the year ended 31 March 2018 with the Workplace Gender Equality Agency on 10 May 2018. The report may be viewed in the Employment section of the Company’s web site at www.whsp.com.au. 24 The Group was subject to the reporting requirements of the National Greenhouse and Energy Reporting Act 2007 during the year. This Act requires the Group to report its annual greenhouse gas emissions and energy use. The Group has implemented systems and processes for the collection and calculation of the data required and submitted its 2016/17 report to the Greenhouse and Energy Data Officer on 30 October 2017. New Hope Group (NHG) NHG was not prosecuted for any breach of environmental laws during the 2018 financial year. It did receive two Penalty Infringement Notices during 2018 for separate environmental compliance matters at its New Acland operations. The Penalty Infringement Notices were both issued for minor technical infringements of approval requirements. While no environmental harm was caused by either environmental compliance matter, NHG has taken corrective actions to ensure they are not repeated in the future. Environmental performance The majority of NHG’s operations, which include: coal mining operations and exploration tenements; the Jondaryan rail loading facility; the Queensland Bulk Handling coal export port facility; and oil and gas operations, are in Queensland. The key pieces of Queensland environmental legislation are: the Environmental Protection Act 1994; the Water Act 2000; and the Nature Conservation Act 1992. The main Commonwealth environmental legislation is the Environment Protection and Biodiversity Conservation Act 1999. NHG’s operations continue to undertake proactive initiatives to improve their environmental performance. For example, during 2018 it commenced the process for official certification for 376.9 hectares of rehabilitated land at its New Acland operations. Environmental systems During the year NHG adhered to its Environmental policy which is aligned with the requirements of the ISO 14001 standard and its operations have continued improvement of the Environmental Management System (EMS). The EMS enables NHG’s operations to effectively manage their environmental performance by increasing environmental awareness, optimising operational control, monitoring compliance and facilitating continuous improvement. Environmental reporting NHG’s operational sites have submitted reports under the National Pollutant Inventory program. Round Oak Minerals Pty Limited (Round Oak) CopperChem Limited was renamed Round Oak Minerals Pty Limited in 2018, with Exco Resources Limited becoming a 100% owned subsidiary of Round Oak. Round Oak operates in four state government jurisdictions regulated under each state’s environmental legislation and polices. Round Oak’s Queensland Operations consist of 24 EPMs (exploration tenements) and 11 Mining Leases (MLs), with one ML in application at year end. The mining operations and exploration tenements are environmentally regulated by the Department of Environment and Science (DES) under Queensland’s Environmental Protection Act (1994). Mining operations and exploration tenements each function under an Environmental Authority (EA) that permit and condition site activities. All activities on code compliant licensed EPMs have been reported as compliant in the past year. Two Queensland sites transitioned to operation during 2018: Great Australia Operations (including the Wallace South gold mine and Cloncurry processing facilities); and the Mt Colin underground copper mine. The tailings storage facility (TSF) at Cloncurry was expanded during the year as part of recommencing operational activities. DES has concerns over the Great Australia Operations legacy groundwater quality. Round Oak continues to manage and consult with DES regarding these concerns. Round Oak conducted dewatering of the impacted groundwater system and successfully closed out an Environmental Protection Order for groundwater quality during 2018. Round Oak also implemented monitoring and management actions in response to an unplanned water release that occurred at its Mt Colin operations. Water remains a key management and compliance aspect for the Queensland Operations. Round Oak’s White Dam Gold Mine, in South Australia, is regulated by the Department of Premier and Cabinet and the Environmental Protection Authority S.A. under state legislation. Mining activities were completed in 2017 with only processing and rehabilitation activities being undertaken in 2018. Round Oak received approval for its updated Program of Environmental Protection and Rehabilitation (PEPR) which details closure and rehabilitation activities. Round Oak conducts environmental monitoring and annual compliance reporting in accordance 25 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report with its MLs and PEPR, and the operation has complied with all conditions of approval, applicable compliance standards and required outcomes in 2018. The Jaguar base metals operation in Western Australia was acquired by Round Oak in June 2018. These operations are regulated by the Department of Mines, Industry Regulation and Safety and the Department of Water and Environment Regulation under state legislation. The Jaguar operation has an application pending for the permitting of a raise on its TSF with approval anticipated in late 2018. Round Oak acquired the Stockman base metals project in north-east Victoria in December 2017. The project is regulated by the Earth Resources Regulation (ERR) branch of the Department of Economic Development, Transport and Resources, the Environmental Protection Authority Victoria and the Department of Environment, Land, Water and Planning. Following Round Oak being granted an Infrastructure Mining Licence over the historic tailings facility in July 2018, the Stockman Project is now in the final stages of permitting with the Work Plan and associated envi- ronmental management plans currently being assessed by ERR and referral agencies. Round Oak is now focused on commencing baseline activities and engaging with agencies on supplementary licences prior to construction. Directors Information regarding the Directors of the Parent Company. Robert Dobson Millner FAICD Chairman Non-executive Director since 1984, appointed Chairman 1998. Chairman of the Investment Committee and member of the Nomination, Remuneration and Risk Committees Mr Millner has extensive experience in the investment industry. Other current listed company directorships: 4 Apex Healthcare Berhad – Appointed 2000 4 Australian Pharmaceutical Industries Limited – Appointed 2000 4 Brickworks Limited – Appointed 1997 Chairman since 1999 4 BKI Investment Company Limited – Appointed Chairman 2003 4 Milton Corporation Limited – Appointed 1998 Chairman since 2002 4 New Hope Corporation Limited – Appointed 1995 Chairman since 1998 4 TPG Telecom Limited – Appointed 2000 Former listed company directorships in the past three years: 4 Hunter Hall Global Value Limited – Appointed as an interim Director April 2017. Resigned June 2017 Todd James Barlow B.Bus, LLB(Hons)(UTS) Managing Director since 2015 Member of the Investment and Risk Committees Mr Barlow was appointed Chief Executive Officer of the Company in April 2014 having previously been the Managing Director of Pitt Capital Partners Limited for five years. Mr Barlow has extensive experience in mergers and acquisitions, equity capital markets and investing and has been responsible for a number of WHSP’s investments since joining the WHSP Group in 2004. His career has spanned positions in law and investment banking in Sydney and Hong Kong. Mr Barlow has a Bachelor of Business and Bachelor of Laws (Honours) from the University of Technology, Sydney. Other current listed company directorships: 4 TPI Enterprises Limited – Appointed 2015 4 New Hope Corporation Limited – Appointed 2015 Former listed company directorships in the past three years: 4 PM Capital Asian Opportunities Fund Limited – Appointed 2015. Resigned 2017 Tiffany Lee Fuller B.Com(UniMelb), CA, GAICD Non-executive Director since 2017 Member of the Audit, Nomination, Remuneration and Risk Committees. Mrs Fuller is an experienced public company director with a background in Chartered Accounting, Private Equity and Investment Banking. Her experience includes: financial advisory; corporate finance; management consulting; and mergers and acquisitions. Mrs Fuller holds a Bachelor of Commerce Degree from the University of Melbourne and is a member of both Chartered Accountants Australia and New Zealand and the Australian Institute of Company Directors. Other current listed company directorships: 4 Computershare Limited – Appointed 2014 4 Smart Parking Limited – Appointed 2011 Former listed company directorships in the past three years: 4 Costa Group Holdings Limited – Appointed 2015. Resigned September 2018 Michael John Hawker AM B.Sc(Sydney), FAICD, SFFin Lead Independent Director Non-executive Director since 2012 Chairman of the Nomination and Risk Committees, member of the Audit and Remuneration Committees Mr Hawker is a professional company director with over 30 years experience in financial markets and investment. He was Chief Executive Officer and Managing Director of Insurance Australia Group from 2001 to 2008. From 1995 to 2001, Mr Hawker held a range of positions at Westpac, including Group Executive of Business and Consumer Banking and General Manager of Financial Markets. Prior to this, he held a number of positions at Citibank, including Deputy Managing Director for Australia and subsequently Executive Director, Head of Derivatives, Europe. Mr Hawker has been: Chairman of the Insurance Council of Australia; Chairman of the Australian Financial Markets Association; a member of the Australian Governments Financial Sector Advisory Committee; and a member of the Business Council of Australia. Other current listed company directorships: 4 Aviva PLC – Appointed 2010 4 Macquarie Group Limited – Appointed 2010 Thomas Charles Dobson Millner B.Des(Industrial), GDipAppFin(Finsia), FFin, GAICD Non-executive Director since 2011 Member of the Investment, Nomination, Remuneration and Risk Committees Mr Millner is a Director and Co-Portfolio Manager of Contact Asset Management Pty. Limited which is the manager of Listed Investment Companies BKI Investment Company Limited (ASX: BKI) and URB Investments Limited (ASX: URB). Mr Millner’s experience includes: 16 years within the financial services industry, including 14 years in active portfolio management of Australian equities; 8 years as a CEO of an Australian listed company, BKI; and 7 years as a Director of Australian listed companies. Mr Millner has a Bachelor of Industrial Design degree and a Graduate Diploma in Applied Finance. He is a Fellow of the Financial Services Institute of Australasia and a Graduate of the Australian Institute of Company Directors. Other current listed company directorships: 4 New Hope Corporation Limited – Appointed 2015 Former listed company directorships in the past three years: 4 PM Capital Global Opportunities Fund Limited – Appointed 2013, Resigned 2017 26 27 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report Mr Warwick Martin Negus B.Bus(UTS), M.Com(UNSW), SFFin Non-executive Director since 2014 Chairman of the Remuneration Committee, member of the Audit, Investment, Nomination, and Risk Committees Mr Negus has over 30 years experience in the banking and finance sectors including both senior management and director roles. He has extensive experience in managing equity and property portfolios. He has a Bachelor of Business Degree from the University of Technology Sydney and a Master of Commerce from the University of New South Wales. He is a Senior Fellow of the Financial Services Institute of Australasia (FINSIA). Mr Negus is a Director of Terrace Tower Group Pty. Limited and a Member of the Council of UNSW. Other current listed company directorships: 4 Bank of Queensland Limited – Appointed 2016 4 Pengana Capital Group Limited – Chairman Appointed 2017 4 URB Investments Limited – Chairman Appointed 2016 4 Virgin Australia Holdings Limited – Appointed 2017 Robert Gordon Westphal B.Com(UNSW), FCA, FFin, MAICD Non-executive Director since 2006 Chairman of the Audit Committee and member of the Nomination, Remuneration and Risk Committees. Mr Westphal is a Chartered Accountant and was a partner of Ernst & Young for 25 years. He has many years of experience in corporate transactions with particular emphasis on mergers and acquisitions, due diligence and valuation across a variety of industry sectors. Mr Westphal was formerly the Chairman of the Board of Governors of Queenwood School for Girls Limited for 10 years. Company Secretary Ian David Bloodworth Mr Bloodworth is a Chartered Accountant with more than 30 years accounting and company secretarial expe- rience and was appointed Company Secretary of WHSP in 2007. He was also the Company Secretary of Clover Corporation Limited from 2007 to 2012. Prior to joining the Company, Mr Bloodworth was Company Secretary of the Garratts Limited Group of Companies for 2 years and Chief Financial Officer of the Group for 6 years. 28 Directors’ Meetings The number of Board meetings and meetings of committees of Directors and the number of meetings attended by each of the Directors of the Company during the financial year were: e e t t i m m o C r e b m e M I,N,Re,Ri I,Ri A,N,Re,Ri A,N,Re,Ri I,N,Re,Ri A,I,N,Re,Ri Ri A,N,Re,Ri A,N,Re,Ri Mr R D Millner Mr T J Barlow Mrs T L Fuller Mr M J Hawker Mr T C D Millner Mr W M Negus Ms M R Roderick Mr R G Westphal Mr D E Wills Board r e b m u N d e d n e t t a d n e t t a o t e b g l i i l E Audit Committee Investment Committee Nomination Committee Remuneration Committee Risk Committee o t e b g l i i l E r e b m u N d e d n e t t a d n e t t a o t e b g l i i l E r e b m u N d e d n e t t a d n e t t a o t e b g l i i l E r e b m u N d e d n e t t a d n e t t a o t e b g l i i l E r e b m u N d e d n e t t a d n e t t a o t e b g l i i l E r e b m u N d e d n e t t a d n e t t a 14 14 8 14 14 14 11 14 5 14 14 7 14 14 12 11 14 4 – – 3 8 – 8 – 8 5 – – 3 8 – 6 – 8 4 9 9 – – 9 9 – – – 9 9 – – 9 8 – – – 1 – – 1 1 1 – 1 1 1 – – 1 1 1 – 1 1 4 – 1 4 4 4 – 4 3 4 – 1 4 4 4 – 4 3 6 6 4 6 6 6 5 6 2 6 6 3 6 6 5 5 6 1 A Member of the Audit Committee of Directors during the year. I Member of the Investment Committee of Directors during the year. N Member of the Nomination Committee of Directors during the year. Re Member of the Remuneration Committee of Directors during the year. Ri Member of the Risk Committee of Directors during the year. Directors’ Interests Ordinary Shares The relevant interest of each Director in the share capital of the Company, as notified to the Australian Securities Exchange in accordance with section 205G of the Corporations Act 2001, at the date of this report is as follows: Mr R D Millner Mr T J Barlow Mrs T L Fuller Mr M J Hawker Mr T C D Millner Mr W M Negus Mr R G Westphal Rights to Deferred Shares Mr T J Barlow Ordinary Shares 19,465,093 5,000 1,800 35,300 18,762,977 47,000 28,739 Rights to Deferred Shares 185,282 Refer to the following Remuneration Report for further information. Interests in Contracts The Company has entered into a co-investment agreement with URB Investments Limited (URB) (ASX: URB), Contact Asset Management Pty Limited (Contact) (in its capacity as investment manager of URB) and Pitt Street Real Estate Partners Pty Limited (PSRE). Mr W M Negus is a director of both WHSP and URB. Mr R D Millner is a director of both WHSP and Contact. Mr T C D Millner is a director of both WHSP and Contact and is a 40% shareholder of Contact. No fees are paid to Contact by WHSP. For further information regarding the above contract refer to note 34 of the consolidated financial statements. 29 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report – Remuneration Report Remuneration Report Letter from the Chair of the Remuneration Committee Dear Shareholders, On behalf of the Remuneration Committee I am pleased to present to you WHSP’s Remuneration Report for the financial year ended 31 July 2018. The Company’s remuneration policy is designed with a number of things in mind: 1. Align management incentives with the outcomes desired by our shareholders 2. Attract and retain our key executives over the long term 3. Establish objectives that can be easily and independently measured 4. Reinforce a standard of ethical behaviour, compliance with laws and risk culture that are in line with community expectations The headline results for WHSP in the financial year were extremely positive. Market capitalisation grew in excess of $1 billion from $4.2 billion to over $5.2 billion. Our Net Asset Value grew by 21.8% against a market that grew by 14.9%. Dividends of $132 million were paid which was a rise of 3.7% over the previous year. At the end of the last financial year we made a series of changes to remuneration which became operational in the year ended 31 July 2018. STI objectives focus management on cash flow growth and the growth of our Net Asset Value (NAV) relative to the market (ASX200 Accum). Cash flow growth is used to fund an increasing dividend. WHSP has consistently grown its dividends over many years and we reinforce the importance of this in our STI. Equally, we would like to see the growth in the value of WHSP keeping pace with the market. We especially reward management when our NAV grows ahead of the market. In 2018, achievements against our STI measures were strong and a direct reflection of management’s focus on cash flow and growth in value. At last year’s Annual General Meeting shareholders endorsed a change to our LTI plan which also became operational in the year just ended. LTI now rewards achievement in two areas: Total Shareholder Return (TSR) and long term absolute growth in our NAV. Over the long term our shareholders want their TSR to be no worse than the performance of the market. LTI requires this to be achieved over the measurement period (3 years). We have also set management a hurdle of growing the overall value of the Company at a rate that is consistent with the risk taken. LTI rewards an achievement over the measurement period that is 3% greater than the risk free rate. The first vesting, if these hurdles are met, will be shortly after the end of the 2020 financial year. If vesting occurs then the shareholder outcomes will have been positive. The Company has used the All Ordinaries Accumulation Index as the relevant hurdle for assessing LTI performance. We have selected this benchmark because it is a proxy for the whole of the market and given WHSP’s diverse invest- ment across a range of industries, our aim is to beat the whole of the market. Additionally, we have not identified a narrower set of companies that would provide an adequate comparison for assessing WHSP’s TSR performance. The LTI plan does allow for re-testing. However, this is only permissible if none of the Performance Rights vest in the initial three-year testing period. In this instance, the testing period is extended for another year and the necessary hurdles are also extended for that extra year. The rationale for this approach is to avoid short-term market factors eliminating vesting of Performance Rights issued under the LTI plan. We operate in an environment where community expectations for remuneration are shifting. As a result, we will continue to review our remuneration structure to ensure that WHSP responds positively when necessary. For the time being, we believe we have structured our remuneration in a way that is fair, transparent and independently measured, all areas of great importance to all of our stakeholders. Yours sincerely, Scope of Report This Remuneration Report considers the key management personnel of the Parent Company and the Consolidated Entity. New Hope Corporation Limited (New Hope) forms part of the Consolidated Entity and the remuneration of certain key management personnel of New Hope is included in this Report. New Hope is publicly listed and, accordingly, has its own Remuneration Committee and produces its own Remuneration Report in accordance with the Corporations Act 2001 to be voted on by its shareholders. Abbreviations used in this report ASX CAGR EPS KMP KPI LTI Australian Securities Exchange Compound annual growth rate Earnings per share Key management personnel Key performance indicator Long-term incentive NAPSG Net assets per share growth New Hope New Hope Corporation Limited NHRC New Hope Remuneration Committee STI TSR Short-term incentive Total shareholder return VWAP Volume weighted average price WHSPRP Washington H. Soul Pattinson and Company Limited Rights Plan Structure of Report This report is structured as follows: 1. KMP included in this report 2. Remuneration policy and framework 3. Elements of remuneration 4. Performance indicators 5. Remuneration expenses for KMP (statutory remuneration) 6. KMP remuneration received or available in the financial year 7. Contractual arrangements for executive KMP 8. Share-based compensation 9. Other statutory information W M Negus Non-Executive Director Chair of the Remuneration Committee 30 31 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report – Remuneration Report 1. KMP included in this report Non-executive Directors Mr Robert D Millner Chairman Mrs Tiffany L Fuller Appointed 1 December 2017 Mr Michael J Hawker Mr Warwick M Negus Mr Thomas C D Millner Mr Robert G Westphal The Remuneration Committee is responsible for assessing performance against KPIs and determining the extent to which the STI and LTI is to be paid. The STI and LTI have been designed to be payable when value has been created for shareholders. To assist in this assessment, the Committee receives detailed reports on performance from management which are based on independently verifiable data. In the event of serious misconduct or a material misstatement in the Company’s financial statements, the Board may cancel LTI based remuneration and recover LTI remuneration paid in previous financial years. Target remuneration mix (based on entitlement to 100% of the target STIs and LTIs which are at risk and subject to performance hurdles) for the year ended 31 July 2018 was: Mr David E Wills Retired 31 October 2017 Target Remuneration Mix Executive Directors Mr Todd J Barlow Managing Director and Chief Executive Officer Ms Melinda R Roderick Finance Director and Chief Financial Officer (ceased 12 April 2018) Other key management personnel of the Parent Company and Consolidated Entity Mr Ian D Bloodworth Company Secretary Mr David R Grbin Chief Financial Officer (appointed 16 April 2018) Key management personnel of the Consolidated Entity Mr Shane O Stephan Managing Director, New Hope Mr Andrew L Boyd Chief Operating Officer, New Hope Mr Matthew J Busch Chief Financial Officer, New Hope 2. Remuneration policy and framework Remuneration Governance The Remuneration Committee of WHSP consists of Non-executive Directors. The Committee’s role is to make recommendations to the full Board on remuneration matters and other terms of employment for the Executive Directors, senior executives and Non-executive Directors. The Remuneration Committee ensures that remuneration levels for Directors and senior executives are competi- tively set to attract and retain qualified and experienced personnel. The Remuneration Committee is authorised by the Board to obtain independent professional advice on the appropriateness of remuneration packages if deemed necessary. Advice was received from Godfrey Remuneration Group Pty. Limited during the year. Refer to page 50 for further information. New Hope has its own Remuneration Committee which reports to the Board of New Hope. Non-executive Directors Board policy is to remunerate Non-executive Directors at comparable market rates. Remuneration levels are reviewed annually by the Remuneration Committee and are not subject to performance based incentives. Executive Directors and Senior Executives Parent Company Remuneration levels are reviewed annually by the Remuneration Committee to reflect individual performance, the overall performance of the Parent Company and Consolidated Entity and prevailing employment market conditions. The Executive KMP of the Parent Company are remunerated by way of fixed remuneration, STIs and LTIs. Annual STIs are set in order to drive performance without encouraging undue risk taking. LTIs are assessed over a three and/or four year period and are designed to promote long-term stability in shareholder returns. The Remuneration Committee attempts to benchmark remuneration against the 50th percentile for ASX listed companies with a market capitalisation between $3.5 billion and $7.5 billion. To the extent that an executive’s remuneration is materially below the benchmark data, the Remuneration Committee will consider increases based on increasing levels of performance, responsibilities and experience. Managing Director 45% 22% 33% Chief Financial Officer 56% 22% 22% Company Secretary 72% 14% 14% 0% 20% 40% 60% 80% 100% Fixed Remuneration STI LTI New Hope Corporation Limited New Hope aims to ensure that remuneration packages properly reflect the person’s duties, experience and responsibilities and are aligned so that management is rewarded in creating value for shareholders. Remuneration of senior executives is reviewed annually after taking into consideration the executives’ performance, the New Hope Group’s performance, market rates and level of responsibility. Executive remuneration comprises a mix of fixed remuneration, STIs and LTIs. Target remuneration mix (based on the entitlement to 100% of the available STIs and LTIs which are at risk and subject to performance hurdles) for the year ended 31 July 2018 was: New Hope Target Remuneration Mix Managing Director Chief Operating Officer Chief Financial Officer 58% 58% 62% 21% 21% 21% 21% 19% 19% 0% 20% 40% 60% 80% 100% Fixed Remuneration STI LTI 32 33 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report – Remuneration Report 3. Elements of remuneration Non-executive Directors Non-executive Directors receive fixed remuneration based on their position on the Board and the Committees on which they sit or chair, at comparable market rates. Remuneration levels are reviewed annually by the Remuneration Committee and are not subject to performance based incentives. The Remuneration Committee reviews market data annually to assist in setting Non-executive Director remuner- ation. Based on this data the remuneration received by Non-executive Directors for the year ended 31 July 2018 was in line with the 50th percentile for ASX listed Companies with a market capitalisation between $3.5 billion and $7.5 billion. The aggregate amount of fees which may be paid to Non-executive Directors by the Parent Company is subject to the approval of Shareholders in general meeting and is currently set at $2,000,000 per annum. Approval for this aggregate amount was given at the 2016 Annual General Meeting. During the year ended 31 July 2018 remuneration of the Non-executive Directors by the Parent Company amounted to $1,282,463. With effect from 31 July 2004 the retiring allowance for Non-executive Directors was frozen at three times the average annual fees for the three years prior to that date. Non-executive Directors appointed after 31 July 2004 do not qualify for a retiring allowance. Executive Directors and Senior Executives Parent Company Total Remuneration Package The total value of each remuneration package is approved by the Remuneration Committee and reflects the executive’s role, responsibilities and market data. Based on this data the remuneration packages of Executive KMP for the year ended 31 July 2018 were below or in line with the 50th percentile for ASX listed Companies with a market capitalisation between $3.5 billion and $7.5 billion. Fixed Remuneration Fixed remuneration for senior executives is set annually (or on promotion if applicable) by the Remuneration Committee. It is benchmarked against market data for comparable roles in companies with similar characteristics and market capitalisation. Fixed remuneration comprises a cash salary, superannuation and other non-cash benefits where taken. STIs Structure of STIs for the KMP of the Parent Company Feature STI pool Description Based on target performance 50% of Managing Director’s fixed remuneration 40% of Chief Financial Officer’s fixed remuneration 20% of Company Secretary’s fixed remuneration 10% of the fixed remuneration of other participants in the plan The size of the pool is determined by the performance metrics below, in the event that the targets are exceeded (performance metrics exceed 100%) the pool will be increased as set out below. Performance metrics The STI metrics align with WHSP’s strategic goals to maximise shareholders’ returns. Objective Weighting Threshold (80%) Target (100%) Outperformance 50% Regular cash to the parent company net of regular expenses > 0% and < 4% higher than previous year 4% to < 5% higher than previous year 5% to < 6% = 110% 6% to < 7% = 120% 7% to < 8% = 130% 8% to < 9% = 140% 9% and higher = 150% As dividends are paid out of parent company cash, increasing net cash inflows enable the payment of increasing dividends. Adjusted net asset value (post tax) per share (adjusted by adding back dividends paid by the parent company) 50% > 0% and < 2% higher than ASX200 Accumulation Index 2% to < 3% higher than ASX200 Accumulation Index 3% to <4% = 110% 4% to < 5% = 120% 5% to < 6% = 130% 6% to < 7% = 140% 7% and higher = 150% Increases in net asset value per share drive increases in the WHSP share price. Entitlement to the STI pool Each participant’s entitlement to the STI pool is determined by the Remuneration Committee based on the performance of their duties and their contribution to meeting the objectives of the parent company including performance, efficiency, risk and marketing. The total of all STIs determined by the Remuneration Committee cannot exceed the STI pool. Delivery of STI 100% of the STI awarded is paid in cash following release of the year end results. The STI plan is designed to motivate and reward senior executives to generate increasing net cash flow (to facilitate increasing dividends) and to grow the value of the investment portfolio (measured by net asset value) for the benefit of shareholders. 34 35 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report – Remuneration Report LTIs WHSPRP (current plan) – in place for the year ended 31 July 2018 Executive KMP participate, at the Board’s discretion, in the LTI plan comprising annual grants of performance rights as follows. Structure of LTIs for the KMP of the Parent Company Feature Description Opportunity/ Allocation 75% of Managing Director’s fixed remuneration 40% of Chief Financial Officer’s fixed remuneration 20% of Company Secretary’s fixed remuneration Number of Performance Rights Number of Rights = Stretch LTI Value ÷ Right Value Where: Stretch LTI Value = Fixed Remuneration x Target LTI % ÷ Target Vesting % Target vesting = 50% Right Value Share Price = Share Price – (Annual Dividend x Measurement Period in Years) = The volume weighted average share price over the 14 days prior to the fifteenth day following the announcement of 2017 financial year results of the Company. As 100% of Rights to be granted will only vest when stretch performance goals are achieved, it is expected that a lesser percentage will actually vest unless exceptional performance is achieved. TSR rights 50% of rights issued are subject a TSR performance condition – tranche 1 NAPSG rights 50% of rights issued are subject a NAPSG performance condition – tranche 2 TSR performance hurdle The TSR incentive is designed to focus executives on delivering sustainable long-term Shareholder returns. The vesting of TSR Performance Rights will be determined by comparing the Company’s TSR over the Measurement Period with the movement in the All Ordinaries Accumulation Index over the Measurement Period. If the Company’s TSR is negative then nil vesting will apply to this Tranche. Otherwise the following vesting scale will be applied, subject to an overriding discretion held by the Board: Company’s TSR Compared to the All Ordinaries Accumulation Index Vesting % of Tranche Performance Level Below Threshold Target & Threshold <100% of Index 100% of Index Between Target and Stretch >100% & < 100% of Index Plus 3% CAGR Stretch ≥100% of Index Plus 3% CAGR TSR is the sum of Share price appreciation and dividends (assumed to be reinvested in Shares) during the Measurement Period expressed as a growth percentage. The Board retains discretion to modify vesting in the case that the circumstances that prevailed over the Measurement Period materially differed from those expected at the time the vesting scale was determined. This discretion is intended to be used when the application of the vesting scale would lead to an outcome that may be viewed as inappropriate. 0% 50% Pro-rata 100% NAPSG performance hurdle This incentive is designed to focus executives on growing the value of the Company’s assets which increases Shareholder wealth. The vesting of Tranche 2 NAPSG Performance Rights will be determined by reference to the following scale: Performance Level Below Threshold Threshold Between Threshold and Target Target Between Target and Stretch Stretch CAGR in Net Assets Per Share during the Measurement Period Vesting % of Tranche <3% 3% >3% & <5% 5% >5% & <10% ≥10% 0% 25% Pro-rata 50% Pro-rata 100% CAGR is compound annual growth rate. Net Assets Per Share at the end of the Measurement Period will be calculated by adding all dividends paid during the Measurement Period to the closing Net Assets of the Company at the end of the Measurement Period and then dividing by the number of issued shares at the end of the Measurement Period. Payable by participants Nil No amounts are payable by the participants upon the granting or the exercising of the Rights. Upon the satisfaction of the Vesting Conditions, the value of Rights that vest will be evaluated and will be paid in Shares, cash or a combination of cash and Shares based on the then Share price. The Measurement Period will be the three financial years from 1 August 2018 to 31 July 2021. Retesting will only apply if nil vesting occurs for the Tranche at the end of the initial Measurement Period and will only occur once at the end of the Extended Measurement Period. Retesting may only be applied to vesting conditions where the Extended Measurement Period does not empirically reduce the difficulty of achieving vesting relative to the intended difficulty at the start of the Measurement Period. On termination of employment a portion of Performance Rights granted in the financial year in which the termination occurs will be forfeited. The proportion is that which the remainder of the financial year following the termination represents of the full financial year. This provision recognises that grants of Performance Rights are part of the remuneration for the year of grant and that if part of the year is not served then some of the Performance Rights will not have been earned. The Board of the Company has the discretion to set the terms and conditions on which it will grant Rights under the WHSPRP, including the Vesting Conditions and modification of the terms and conditions as appropriate to ensuring the plan operates as intended. All Performance Rights granted are subject to Vesting Conditions which are intended to be challenging and linked to growth in shareholder value. The terms and conditions of the WHSPRP include those aspects legally required as well as a method for calculating the appropriate number to vest in the circumstances of a change of control, a major return of capital to shareholders and the treatment of Rights in the circumstances of various forms of termination. Performance Rights will lapse if the prescribed Vesting Conditions are not satisfied within the prescribed Measurement Period, subject to retesting. Vesting of Performance Rights Measurement Period Retesting Cessation of Employment Terms and Conditions Lapse and Forfeiture of Performance Rights The LTI plan was designed to reward senior executives for above market performance as reflected by the hurdles set above. 36 37 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report – Remuneration Report Former Plan – in place for the years ended 31 July 2016 and 31 July 2017. Executive KMP participated, at the Board’s discretion, in the LTI plan comprising annual grants of performance rights as follows. Structure of LTIs for the KMP of the Parent Company Feature Description Opportunity/ Allocation 50% of Managing Director’s fixed remuneration 40% of Chief Financial Officer’s fixed remuneration 20% of Company Secretary’s fixed remuneration The above amounts are divided by the VWAP of WHSP shares for the 30 trading days prior to 1 August each year to determine to number of rights issued. TSR rights 50% of rights issued are subject a TSR performance condition EPS rights 50% of rights issued are subject an EPS performance condition TSR performance hurdle TSR is initially assessed over a 3 year period and compared to the ASX All Ordinaries Accumulation Index (Index). Vesting will occur based on the company’s positioning relative to the Index. If less than 100% of the rights vest, performance is reassessed over a 4 year period. This incentive is designed to focus executives on delivering sustainable long-term shareholder returns. TSR performance per annum Rights to vest TSR% < Index TSR% = Index Nil 50% Index < TSR% < (Index + 3% per annum) Progressive pro-rata from 50% to 100% TSR% = (Index + 3% per annum) or higher 100% EPS performance hurdle EPS movement is initially assessed over a 3 year period and compared to the target set out below. Vesting will occur based on the company’s achievement of that target. If less than 100% of the rights vest, performance is reassessed over a 4 year period applying the CAGR target over that period. This incentive is designed to align the interests of executives with shareholders. Regular EPS Regular EPS is the regular profit after tax of the consolidated WHSP Group, divided by the weighted average number of WHSP shares on issue across the measurement period. Regular profit after tax is a non-statutory profit measure and represents profit from continuing operations before non-regular items. A reconciliation to statutory profit is included in the Consolidated Financial Statements – Note 3, Segment information. Regular EPS CAGR over measurement period Rights to vest Regular EPS CAGR < 5% Regular EPS CAGR = 5% Nil 50% 5% < Regular EPS CAGR < 10% Progressive pro-rata from 50% to 100% Regular EPS CAGR = 10% or higher 100% Payable by participants Nil No amounts are payable by the participants upon the granting or the exercising of the rights. Delivery of LTI Service Condition Board Discretion Rights vest over the 3 years following the 3 year performance period unless retesting applies. The participant is to have been in the continuous employment of WHSP from the beginning of the financial year in which the rights are granted to the relevant vesting date. In the event of serious misconduct or a material misstatement in the financial statements, the Board may cancel LTI based remuneration and recover LTI remuneration paid in previous financial years. The Board may waive vesting conditions in the event of a participant leaving employment. Expiry The performance rights issued during the 2017 year expire on 30 November 2021. The LTI plan was designed to reward senior executives for above market performance as reflected by the hurdles set above. New Hope Corporation Limited Fixed Remuneration Fixed remuneration for senior executives is set annually by the NHRC. It comprises a cash salary, superannuation and other non-cash benefits such as a company vehicle. Executives may elect to take a vehicle allowance in lieu of a company vehicle and may salary sacrifice a portion of their cash salary into superannuation or other benefits. STIs Structure of STIs for the KMP of the Consolidated Entity – New Hope executives Feature Description Maximum Opportunity/ Allocation 36% of New Hope Managing Director’s fixed remuneration 36% of New Hope Chief Operating Officer’s fixed remuneration 31% of New Hope Chief Financial Officer’s fixed remuneration Performance metrics STIs are designed to motivate and reward senior executives to achieve the short-term goals of New Hope. Objective New Hope Group profit performance New Hope Group sales performance New Hope Group costs perfomance Attributable to individual performance criteria associated with their role 100% of the STI awarded is paid in cash following release of the year end results. Delivery of STI Weighting 30% 10% 10% 50% At the end of each period the NHRC awards executives a percentage of their maximum allowable STI having regard to the performance of the executive and New Hope Group during the period. 38 39 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors’ Report – Remuneration Report LTIs Executive KMP participate, at the NHRC’s discretion, in the LTI plan comprising annual grants of performance rights as follows. Structure of LTIs for the KMP of the Consolidated Entity – New Hope executives 4. Performance indicators Parent Company Performance against key measures: Feature Description Maximum Opportunity/ Allocation 36% of New Hope Managing Director’s fixed remuneration 36% of New Hope Chief Operating Officer’s fixed remuneration 31% of New Hope Chief Financial Officer’s fixed remuneration Maximum allowable LTIs are provided for in senior executive employment contracts. At the end of each period the NHRC awards executives a percentage of their maximum allowable LTI having regard to the performance of the executive and New Hope during the period. The value of the executive’s LTIs is converted into Performance Rights by reference to the five day volume weighted average share price of New Hope over the five days immediately preceding issue. KPIs Objective Shareholder value – TSR Strategic plan delivery Weighting 75% 25% Performance and service conditions Performance Rights are issued subject to performance and service conditions. The service condition requires that the executive remain an employee of New Hope for the duration of the three year vesting period. The performance conditions attaching to the rights are measured over three years. The NHRC will determine the percentage of rights that will vest based on the performance of the executive and New Hope during the three year period. LTIs are designed to motivate and reward senior executives to achieve the strategic goals set by New Hope, align shareholder and executive objectives and to retain the services of senior executives. TSR of New Hope expressed as a percentage of the ASX 200 accumulation index (Index) over a 3 year period. TSR as a % of the Index Rights to vest TSR performance hurdle <100% 100% to <105% 105% to <110% 110% to <115% 115% to <120% 120% to <125% >125% Nil 25% 35% 45% 55% 65% 75% Payable by participants Nil No amounts are payable by the participants upon the granting or the exercising of the rights. Discretion The NHRC has discretion to select alternative equity instruments for the award of LTIs in the event that Performance Rights do not align to the strategic goals set by the NHRC or New Hope. Subject to the employee satisfying the above service and performance conditions, a percentage of the Performance Rights will vest three years after their grant date in accordance with the above table. Metric Target Performance STI Regular cash to the parent company net of regular expenses 4% higher than previous year Adjusted net asset value (post tax) per share 2% higher than ASX200 Accumulation Index higher than last year by less than 4% Threshold performance In excess of 7% higher than ASX200 Accumulation Index Out performance Impact on incentive award 80% of target STI pool awarded 150% of target STI pool awarded LTI The first test period was for the three years ended 31 July 2018 and the testing date was 20 September 2018. The TSR and the EPS performance hurdles were met resulting in 18,900 performance rights vesting. The vesting of the rights will be reflected in the 2019 Remuneration Report. In its review of remuneration policies of KMP of the Parent Company, the Remuneration Committee has regard to the performance of the Consolidated Entity and Parent Company for the current and previous four financial years, taking into account the following measures: 2014 $’000 2015 $’000 2016 $’000 2017 $’000 2018 $’000 Consolidated Entity Revenue from continuing activities Profit after tax attributable to shareholders 658,116 131,729 641,604 83,330 620,661 149,421 967,570 333,611 1,174,882 266,846 Parent Company Net regular cash from operations Share price at year end Ordinary dividends paid/declared * Restatement of prior period balance for non-cash items. 140,494 $15.13 48 cents 136,204 $13.70 50 cents 137,435 $17.43 52 cents 143,511* $17.64 54 cents 143,596 $21.82 56 cents 40 41 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report – Remuneration Report 5. Remuneration expenses for KMP (statutory remuneration) (i) Remuneration of the KMP of the Consolidated Entity: Short-term Benefits Post- Employment Benefits Long-term Benefits Share-based Payments Parent Entity $ Controlled Entities $ Salary & Fees $ STI $ Non- monetary1 $ Super- annuation $ Long Service Leave $ Termination Benefits $ LTI Rights2 $ Total $ Non-executive Directors – 2018 R D Millner T L Fuller – appointed 1 Dec 2017 M J Hawker T C D Millner W M Negus R G Westphal D E Wills – retired 31 Oct 2018 340,126 372,128 641,900 126,141 198,308 170,809 199,308 200,808 – – 149,980 – – 115,197 181,103 288,234 182,016 183,386 46,963 – 42,889 1,282,463 522,108 Executive Directors – 2018 – – – – – – – 25,406 44,948 – – 5,023 – – 10,944 17,205 27,532 17,292 17,422 – 4,074 – – – – – – – – – – – – – – – – – – – – – 712,254 126,141 198,308 320,789 199,308 200,808 46,963 T J Barlow 2,896,517 204,730 1,366,915 697,522 (53,902) 37,854 19,678 – 1,033,180 3,101,247 M R Roderick – ceased 12 April 2018 Other KMP – 2018 D R Grbin – commenced 16 Apr 2018 I D Bloodworth S O Stephan A L Boyd M J Busch 1,205,461 – 468,085 – – 18,720 – 355,243 363,413 1,205,461 244,552 518,667 – – – – – 1,903,719 959,750 829,082 125,637 322,247 1,276,342 670,803 565,970 59,098 76,792 320,000 140,000 100,900 3,195 (5,226) 42,902 42,590 39,425 5,901 24,960 20,169 20,468 20,325 – 5,106 32,632 20,504 23,084 – – – – – 50,721 94,788 211,674 65,385 79,378 244,552 518,667 1,903,719 959,750 829,082 Total 6,147,660 4,419,389 6,430,724 1,394,312 99,413 287,814 101,004 355,243 1,898,539 10,567,049 1. Non-monetary remuneration includes salary sacrificed fringe benefits and movements in annual leave provisions. When staff utilise annual leave provided for in prior years, a negative non-monetary amount will result. 2. The LTI remuneration is determined by expensing the fair value of the rights as set out in item 8 Share-based Compensation on page 47 of this report. Short-term Benefits Post- Employment Benefits Long-term Benefits Share-based Payments Parent Entity $ Controlled Entities $ Salary & Fees $ STI $ Non- monetary1 $ Super- annuation $ Long Service Leave $ Termination Benefits $ LTI Rights2 $ Total $ Non-executive Directors – 2017 R D Millner M J Hawker T C D Millner W M Negus R G Westphal D E Wills 336,057 198,583 169,000 186,499 201,084 199,582 367,365 – 147,825 – – 27,375 630,464 181,354 276,533 170,319 183,638 207,267 1,290,805 542,565 – – – – – – 28,937 – 13,182 – – – 44,021 17,229 27,110 16,180 17,446 19,690 – – – – – – Executive Directors – 2017 T J Barlow M R Roderick 1,671,731 202,575 1,282,011 343,570 936,293 – 654,224 138,195 6,308 8,234 37,231 29,525 47,656 14,442 Other KMP – 2017 I D Bloodworth S O Stephan A L Boyd M J Busch 430,514 – – – – 1,612,833 673,468 697,326 313,579 1,239,240 622,252 545,709 40,078 – – – 16,265 118,811 4,534 43,503 29,203 19,724 19,612 19,612 7,493 31,115 2,035 9,670 Total 4,329,343 3,728,767 6,306,590 521,843 239,774 296,583 112,411 – – – – – – – – – – – – – – – – – – – 703,422 198,583 316,825 186,499 201,084 226,957 157,530 1,874,306 91,673 936,293 23,896 203,943 25,035 78,832 430,514 1,612,833 673,468 697,326 580,909 8,058,110 1. Non-monetary remuneration includes salary sacrificed fringe benefits and movements in annual leave provisions. 2. The LTI remuneration is determined by expensing the fair value of the rights as set out in item 8 Share-based Compensation on page 47 of this report. 42 43 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report – Remuneration Report 5. Remuneration expenses for KMP continued (ii) Relative proportions of remuneration that are fixed and that are linked to performance Fixed Remuneration At Risk – STI At Risk – LTI 2018 2017 2018 2017 2018 2017 40% 57% 55% 67% 72% 79% 78% 70% 75% – 85% 87% 96% 89% 24% 0% 24% 15% 17% 15% 12% 21% 15% – 9% 0% 0% 0% 36% 43% 21% 18% 11% 6% 10% 9% 10% – 6% 13% 4% 11% Parent Company T J Barlow M R Roderick D R Grbin I D Bloodworth New Hope Corporation Limited S O Stephan A L Boyd M J Busch As the LTIs are provided exclusively by way of rights, the percentages disclosed reflect the value of remuneration consisting of rights, based on the value of rights expensed during the year. (iii) STIs granted and forfeited for the year 2018 Parent Company T J Barlow M R Roderick D R Grbin I D Bloodworth New Hope Corporation Limited S O Stephan A L Boyd M J Busch Target STI $ Awarded % Forfeited % 600,000 192,822 52,274 72,000 505,000 273,000 190,000 116% 0% 113% 107% 76% 78% 74% 0% 100% 0% 0% 24% 22% 26% The table above outlines the STIs awarded and forfeited with respect to the year ended 31 July 2018. The 2018 STIs awarded to WHSP’s KMP are reflected in the remuneration expenses in the table on page 42. However, it is the practice of New Hope to expense and record the STIs awarded to its KMPs in the year that they are determined and paid. Consequently, the STIs outlined above to New Hope’s KMP will be reflected in the remuneration expense for the 2019 financial year. 6. Remuneration received by KMP of WHSP (non-statutory information) The tables below provide summaries of the remuneration received by KMP of WHSP during the 2018 and 2017 financial years. This information differs from the statutory tables in item 5 above which present remuneration in accordance with accounting standards. Total Fixed Remuneration Salary, directors’ fees, superannuation and non-monetary benefits paid or provided to KMP during the year. STI Paid LTI Vested STI paid during the year. These payments were in respect of performance in the previous year. The value of shares received upon vesting of performance rights during the year. No rights vested in 2018 or 2017. Parent Entity $ Controlled Entities $ Total Fixed Remuneration $ STI Paid $ LTI Vested $ Termination Payments $ Total Remuneration $ Non-executive Directors – 2018 R D Millner T L Fuller – appointed 1 Dec 2017 M J Hawker T C D Millner W M Negus R G Westphal D E Wills – retired 31 Oct 2018 340,126 372,128 712,254 126,141 198,308 170,809 199,308 200,808 – – 149,980 – – 126,141 198,308 320,789 199,308 200,808 46,963 – 46,963 1,282,463 522,108 – – – – – – – Executive Directors – 2018 T J Barlow 1,543,570 204,730 1,404,730 343,570 M R Roderick – ceased 12 April 2018 Other KMP – 2018 D R Grbin – commenced 16 Apr 2018 I D Bloodworth 980,243 – 486,805 138,195 131,538 400,078 – – 131,538 360,000 – 40,078 Total 4,337,892 726,838 4,187,644 521,843 – – – – – – – – – – – – – – – – – – – 712,254 126,141 198,308 320,789 199,308 200,808 46,963 – 1,748,300 355,243 980,243 – – 131,538 400,078 355,243 5,064,730 44 45 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report – Remuneration Report 6. Remuneration received by KMP of WHSP (non-statutory information) continued Parent Entity $ Controlled Entities $ Total Fixed Remuneration $ STI Paid $ LTI Vested $ Termination Payments $ Total Remuneration $ Non-executive Directors – 2017 R D Millner M J Hawker T C D Millner W M Negus R G Westphal D E Wills 336,057 198,583 169,000 186,499 201,084 199,582 367,365 – 147,825 – – 27,375 1,290,805 542,565 703,422 198,583 316,825 186,499 201,084 226,957 – – – – – – Executive Directors – 2017 T J Barlow M R Roderick Other KMP – 2017 I D Bloodworth 1,466,817 853,831 202,575 – 1,319,242 683,749 350,150 170,082 398,683 – 353,884 44,799 Total 4,010,136 745,140 4,190,245 565,031 7. Contractual arrangements for Executive KMP – – – – – – – – – – – – – – – – – – – – 703,422 198,583 316,825 186,499 201,084 226,957 1,669,392 853,831 398,683 4,755,276 Parent Company T J Barlow D R Grbin I D Bloodworth New Hope Corporation Limited S O Stephan A L Boyd M J Busch Term of agreement and notice period1 Base remuneration including Superannuation2 Termination Payments3 No fixed term 6 months notice period No fixed term 3 months notice period No fixed term 3 months notice period No fixed term 6 months notice period No fixed term 3 months notice period No fixed term 3 months notice period $1,200,000 $450,000 $360,000 $1,365,000 $780,000 $636,000 nil nil nil 6 months base remuneration 3 months base remuneration 3 months base remuneration 1. This notice applies equally to either party. The employer may make a payment in lieu of notice. 2. Base remuneration including Superannuation as at 31 July 2018. 3. Base salary payable if the company terminates employees with notice, and without cause (e.g. for reasons other than unsatisfactory performance). 46 8. Share-based compensation Parent Company Rights to deferred shares are granted under the WHSP Long Term Incentive Plan. Rights are granted for nil consideration. Rights are granted in accordance with the plan at the sole discretion of the WHSP Board. They vest and automatically convert to ordinary shares in WHSP following the satisfaction of the relevant performance and service conditions. Rights which vest during the 2019 financial year will be satisfied by purchasing shares on the market. Performance and service conditions applicable to each issue of Rights are determined by the Board at the time of grant. Rights granted under the plan carry no dividend or voting rights. The assessed fair values of the WHSPRP (current plan) Rights are expensed in the year in which the rights are granted. The assessed fair values of Rights granted in December 2015 and December 2016 are expensed over the period from the commencement of the measurement period to vesting date. The amounts expensed are included in the remuneration of the relevant executive. The fair value of the rights issued during the year was independently determined by valuation specialists Lonergan Edwards & Associates Limited based on the market price of WHSP’s shares at the grant date, with an adjustment made to take into account the vesting period, expected dividends during that period that will not be received by the participants and the probability that the market performance conditions will be met. At each reporting date, the Company revises its estimate of the number of EPS rights that are expected to be exercised. The total value of the rights on issue is adjusted accordingly and the employee benefits expense for the period is based on this revised value. Rights affecting the remuneration of KMP in the current or future periods: WHSP Grant Date TSR Rights December 2015 EPS Rights December 2015 TSR Rights December 2016 EPS Rights December 2016 TSR Rights December 2017 NAPSG Rights December 2017 Vesting Date If met over 3 years If re-tested over 4 years Grant Date Value $ 50% September 2018 30% August 2019 20% August 2020 50% September 2018 30% August 2019 20% August 2020 50% September 2019 30% August 2020 20% August 2021 50% September 2019 30% August 2020 20% August 2021 50% September 2019 30% September 2019 20% August 2020 50% September 2019 30% September 2019 20% August 2020 50% September 2020 30% September 2020 20% August 2021 50% September 2020 30% September 2020 20% August 2021 100% September 2020 100% September 2021 100% September 2020 100% September 2021 12.25 11.08 10.87 13.86 13.86 13.86 5.22 3.25 2.56 13.10 13.10 13.10 6.16 7.70 47 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report – Remuneration Report 8. Share-based compensation continued Rights to deferred shares granted, vested and forfeited during the year: Rights to deferred shares granted, vested and forfeited during the year. NEW HOPE Rights to deferred shares WHSP Rights to deferred shares Balance at start of year Granted during the year Vested Forfeited Grant Date Number Number Number % Number T J Barlow M R Roderick D R Grbin I D Bloodworth Dec 2015 Dec 2016 Dec 2017 Dec 20152 Dec 20162 Dec 2017 Apr 2018 Dec 2015 Dec 2016 Dec 2017 31,045 29,398 – 18,992 15,875 – – 4,967 4,116 – – – 124,839 – – 38,284 7,319 – – 9,987 – – – – – – – – – – – – – – – – – – – – – – – – – 11,537 – – – – % – – – – – 30% – – – – Balance at end of year Maximum value in future periods1 Number $ 31,045 29,398 124,839 18,992 15,875 26,747 7,319 4,967 4,116 9,987 66,451 104,271 – – – – – 10,632 14,599 – 1. The maximum value of the deferred rights in future periods has been determined as the fair value of the rights that is yet to be expensed. 2. The rights granted to M R Roderick in December 2015 and December 2016 lapsed in September 2018. The minimum value of the rights yet to vest is nil, as the rights will be forfeited if the vesting conditions are not met. New Hope Corporation Limited Rights to deferred shares are granted under the New Hope Corporation Limited Employee Performance Rights Share Plan. Membership of the plan is open to those senior employees and those Directors of New Hope, its subsidiaries and associated bodies corporate whom the Directors of New Hope believe have a significant role to play in the continued development of the New Hope Group’s activities. Rights are granted for nil consideration at the sole discretion of the Directors of New Hope and in accordance with the New Hope Group’s reward and retention strategy. Rights vest and automatically convert to ordinary shares in New Hope following the satisfaction of the relevant performance and service conditions. Performance and service conditions applicable to each issue of Rights are determined by the New Hope Board at the time of grant. Rights granted under the plan carry no dividend or voting rights. The assessed fair value at grant date of Rights granted to executives is allocated equally over the period from grant date to vesting date and these amounts are included in the remuneration of the executive. The fair value of the Rights is determined based on the market price of New Hope’s shares at the grant date, with an adjustment made to take into account the vesting period, expected dividends during that period that will not be received by the participants and the probability that the market performance conditions will be met. Rights affecting the remuneration of KMP in the current or future periods. NEW HOPE Grant Date December 2014 November 2015 November 2015 December 2016 March 2018 Vesting Date August 2017 August 2017 August 2018 August 2019 August 2020 Grant Date Value $ 1.58 0.96 1.08 0.80 1.23 S O Stephan A L Boyd M J Busch Grant Date Vesting Date Nov 2015 Nov 2015 Dec 2016 Mar 2018 Aug 2017 Aug 2018 Aug 2019 Aug 2020 Dec 2016 Mar 2018 Aug 2019 Aug 2020 Dec 2014 Nov 2015 Dec 2016 Mar 2018 Aug 2017 Aug 2018 Aug 2019 Aug 2020 Balance at start of year Granted during the year Vested Forfeited Balance at end of year Maximum value in future periods1 Number Number Number % Number % Number $ 134,228 204,082 250,000 – 124,497 – 50,336 76,531 93,750 – – – – 263,158 124,497 131,049 – – – 98,684 59,060 – – – – – 22,148 – – – 44% – – – – – 44% – – – 75,168 – – – – – 28,188 – – – 56% – – – – – 56% – – – – 204,082 250,000 263,158 124,497 131,049 – 76,531 93,750 98,684 – – 75,408 268,280 37,552 133,599 – – 28,279 100,604 1. The maximum value of the deferred rights in future periods has been determined as the fair value of the rights that is yet to be expensed. The minimum value of the rights yet to vest is nil, as the rights will be forfeited if the vesting conditions are not met. 9. Other statutory information Shareholdings of KMP The following tables show the number of: 4 shares in WHSP; 4 shares in New Hope; and 4 preference shares in Pitt Capital Partners Limited that were held during the financial year by key management personnel of the Group, including their personally related parties. Shares in Washington H. Soul Pattinson and Company Limited Balance at start of year Purchased/ (sold) Received on the vesting of rights Other changes during the Year Balance at end of year Directors of Washington H. Soul Pattinson and Company Limited R D Millner T J Barlow T L Fuller2 – appointed December 2017 M J Hawker T C D Millner W M Negus M R Roderick – ceased April 2018 R G Westphal D E Wills – retired October 2017 19,805,441 5,000 n/a 35,300 18,682,977 47,000 5,000 22,739 905,015 55,000 – – – 55,000 – – 6,000 – – – – – – – – – – (420,348)1 – – – – – – – – 19,440,093 5,000 1,800 35,300 18,737,977 47,000 n/a 28,739 n/a 1. Distributions by an estate of which Mr R Millner was a trustee 2. Mrs Fuller held 1,800 shares at the date of her appointment 48 49 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors’ Report – Remuneration Report 9. Other statutory information continued Shares in New Hope Corporation Limited Directors of Washington H. Soul Pattinson and Company Limited R D Millner T J Barlow T C D Millner R G Westphal D E Wills – retired 31 October 2017 Other key management personnel S O Stephan A L Boyd M J Busch Balance at start of year Purchased/ (sold) Received on the vesting of rights Other changes during the Year Balance at end of year 3,925,829 19,900 3,774,368 40,000 90,670 252,231 15,438 719,732 11,945 – – – – 26,400 – – – – – – – 59,060 – 22,148 – – – – – – – – 3,937,774 19,900 3,774,368 40,000 n/a 337,691 15,438 741,880 Pitt Capital Partners Limited Class RP01 Preference Shares Balance at start of year Purchased/ (sold) Received on the vesting of rights Other changes during the Year Balance at end of year Directors of Washington H. Soul Pattinson and Company Limited T J Barlow 1 – – – 1 None of the shares above are held nominally by the Directors or any of the other KMP. Loans to KMP No loans have been made to the Directors of WHSP or other KMP of the Consolidated Entity. Other transactions with KMP The KMP and their related entities received dividends during the year in respect of their shareholdings in Group companies consistent with other shareholders. Reliance on external remuneration consultants During the year the Remuneration Committee engaged Godfrey Remuneration Group Pty. Limited (GRG) to provide recommendations for the improvement of the Company’s long-term incentive plan for senior management. GRG also drafted the documentation necessary for the new plan. GRG was paid $31,000 (excluding GST) for these services. The following arrangements were made to ensure that the remuneration advice was free from undue influence: 4 GRG was engaged by, and reported directly to, the Chair of the Remuneration Committee. The agreement for the provision of remuneration consulting services was executed by the Chair of the Remuneration Committee under delegated authority on behalf of the Board; and 4 The report containing the remuneration advice was provided directly to the Chair of the Remuneration Committee by GRG. As a consequence, the Board is satisfied that the advice was made free from undue influence from any members of the Executive KMP. Voting on the 2017 Remuneration Report The Parent Company’s Remuneration Report for the 2017 financial year was adopted at its 2017 Annual General Meeting on a show of hands with no votes cast against. This is the end of the Remuneration Report Directors’ Report Options The Parent Company did not issue any options over its unissued shares during the financial year or in the period to the date of this report. There are no such options on issue at the date of this report. Indemnification of Officers and Auditors Indemnification The Parent Company’s constitution provides for an indemnity of Directors, Secretaries and Executive Officers (as defined in the Corporations Act 2001) where liability is incurred in the performance of their duties in those roles, other than conduct involving a wilful breach of duty in relation to the Company. The Constitution further provides for an indemnity in respect of any costs and expenses incurred in defending proceedings in which judgement is given in their favour, they are acquitted, or the Court grants them relief under the Corporations Act 2001. Insurance In accordance with the provisions of the Corporations Act, the Parent Company has a Directors’ and Officers’ Liability policy covering Directors and Officers of the Parent Company and some of its controlled entities. The insurance policy prohibits disclosure of the nature of the liability insured against and the amount of the premium. Auditors No indemnities have been given or insurance premiums paid during or since the end of the financial year in respect of any person who is or has been an auditor of the Parent Company or its controlled entities. Proceedings on Behalf of the Company No person has applied for leave of Court to bring proceedings on behalf of the Parent Company or to intervene in any proceedings to which the Parent Company is a party for the purpose of taking responsibility on behalf of the Parent Company for all or any part of those proceedings. The Parent Company was not a party to any such proceedings during the year. Non Audit Services During the year, Pitcher Partners Sydney, the Parent Company’s auditor, performed certain other services in addition to their statutory duties. An entity associated with Pitcher Partners Sydney was paid $122,479 for providing tax compliance and other services in respect of the Group. Details of the amounts paid to the auditors are disclosed in note 37 of the financial statements. The Board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of those non-audit services by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: 4 All non-audit services were subject to the corporate governance procedures adopted by the Parent Company and have been reviewed by the Audit Committee to ensure they do not impact the integrity and objectivity of the auditor; and 4 The non-audit services provided do not undermine the general principles relating to auditor independence as set out in Professional Statement APES 110: Code of Ethics for Professional Accountants, as they did not involve: reviewing or auditing the auditor’s own work; acting in a management or decision making capacity for the Parent Company; acting as an advocate for the Parent Company; or jointly sharing risks and rewards. Auditor’s Independence Declaration The lead auditor’s independence declaration for the year ended 31 July 2018 has been received and is included on page 53. 50 51 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors' Report Rounding of Amounts The company is of a kind referred to in ASIC Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191, and in accordance with that legislative instrument, amounts in the Directors’ Report and Financial Report have been rounded to the nearest thousand dollars, unless otherwise stated. Signed in accordance with a resolution of the Board of Directors: Auditor’s Independence Declaration R D Millner Director – Chairman T J Barlow Managing Director Dated this 23rd day of October 2018. Auditor’s Independence Declaration to the Directors of Washington H. Soul Pattinson and Company Limited ABN 49 000 002 728 In relation to the independent audit for the year ended 31 July 2018, to the best of my knowledge and belief there have been: (i) no contraventions of the auditor independence requirements of the Corporations Act 2001; and (ii) no contraventions of any applicable code of professional conduct. This declaration is in respect of Washington H. Soul Pattinson and Company Limited and the entities it controlled during the year. J Gavljak Partner Pitcher Partners Sydney 22 October 2018 52 53 An independent New South Wales Partnership. ABN 17 795 780 962 Level 22 MLC Centre, 19 Martin Place, Sydney NSW 2000 Liability limited by a scheme approved under Professional Standards Legislation Pitcher Partners is an association of independent firms Melbourne | Sydney | Perth | Adelaide | Brisbane | Newcastle An independent member of Baker Tilly International Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Financial Report for the year ended 31 July 2018 About this report This financial report is for the Consolidated Entity consisting of Washington H. Soul Pattinson and Company Limited and its controlled entities for the year ending 31 July 2018. Throughout the report, the Consolidated Entity is also referred to as the ‘Group’. The notes to the financial statements are ordered so as to focus on the drivers of the Group’s performance. Please refer to the contents page for how the notes are structured and ordered. In addition to the relevant financial information, the notes include a description of the accounting policies applied, and where applicable key judgements and estimates used by management in applying these policies. Consolidated Entity perspective This consolidated financial report combines the operating results, financial positions and cash flows of Washington H. Soul Pattinson and Company Limited (the Parent Entity) and each entity that it controls (subsidiaries), into a single set of financial statements. A controlling stake in a subsidiary often occurs where the Parent Entity owns less than 100% of the subsidiary. The term ‘non-controlling interest’ is used to describe that portion not owned by the Parent Entity. The non-controlling interest’s share of the consolidated profit and net assets is disclosed separately in the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position and the consolidated statement of changes in equity. Investments in which the Parent Entity or a subsidiary has significant influence but does not have control are termed ‘associate entities’. Unlike controlled entities, the individual financial reports of associates are not consolidated. Associates are equity accounted with the Group’s share of an associate’s result recorded in profit. The investment in associates is disclosed as a line item (equity accounted associates) in the consolidated statement of financial position and is adjusted for the Group’s share of the associate’s result and decreased by any dividends received. This method treats dividends from associates as if they are a return of capital rather than being recognised in income. Parent Entity perspective Financial information for Washington H. Soul Pattinson and Company Limited, the ‘Parent Entity’ has also been provided. In contrast to the consolidated financial report, the Parent Entity information reflects Washington H. Soul Pattinson and Company Limited’s activities as an ‘investor’ and provides details of its investments (subsidiaries, associate entities and other investments), together with the cash flows generated by them (largely dividend income). Washington H. Soul Pattinson and Company Limited (the Company, the Parent Entity or WHSP) is a for profit company limited by shares, incorporated and domiciled in Australia. The shares are publicly traded on the Australian Securities Exchange. Its registered office and principal place of business is as follows: Washington H. Soul Pattinson and Company Limited Level 1, 160 Pitt Street, SYDNEY NSW 2000 A description of the nature of the Consolidated Entity’s operations and its principal activities is included in the Directors’ report, which is not part of this financial report. This financial report was authorised for issue in accordance with a resolution of the Directors on 22 October 2018. 54 Washington H. Soul Pattinson and Company Limited Annual Report 2018 Contents Financial Statements Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the Financial Statements Basis of preparation Basis of consolidation Parent Entity information 1 Parent Entity financial information: • statement of financial position; • income statement; • source of shareholder dividends; • market value of listed investments; and • related cash flows 2 Payment of dividends to shareholders Group structure and performance 3 4 5 6 7 Segment information: • how the Group is organised and managed • business performance Accounting movements in value that are not reflected in profit: Reserves Share capital and capital management Business combinations Events after the reporting date Accounting for our Investments 8 9 Investments in controlled entities (subsidiaries) Investments in jointly controlled entities 10 Investments in Associates 11 Other equity investments 12 Investment properties 13 Term deposits 14 Cash and cash equivalents Financial Report Revenue and expenses 15 Revenue 16 Other income 17 Expenses Taxation 18 Income tax expense 19 Deferred tax assets and deferred tax liabilities Risk management 20 Financial risk management 21 Fair value estimation 22 Derivative financial instruments 23 Interest bearing liabilities 24 Contingent liabilities Fixed assets 25 Assets classified as held for sale 26 Property plant and equipment 27 Exploration and evaluation assets 28 Intangible assets Other operating assets and liabilities 29 Trade and other receivables 30 Inventories 31 Trade and other payables 32 Provisions Other notes 33 Share-based payments 34 Related parties 35 Commitments for expenditure 36 Other accounting policies 37 Remuneration of auditors 38 Deed of cross guarantee Directors’ declaration Independent auditor’s report 56 57 58 59 60 61 62 64 64 65 65 65 67 68 70 74 76 77 80 81 82 83 88 90 92 93 94 95 96 99 101 103 107 109 111 114 114 115 121 123 126 127 127 128 130 132 134 135 139 140 142 143 55 Consolidated Income Statement for the year ended 31 July 2018 Consolidated Statement of Comprehensive Income for the year ended 31 July 2018 Profit after tax for the year Other comprehensive income Items that may be reclassified subsequently to the income statement Net movement in the fair value of long term equity investments, net of tax Transfer to profit and loss on disposal of long term equity investments, net of tax Net movement in hedge reserve, net of tax Net movement in foreign currency translation reserve, net of tax Net movement in equity reserve, net of tax Total other comprehensive expense for the year, net of tax Total comprehensive income for the year Total comprehensive profit attributable to non-controlling interests Total comprehensive income attributable to members of Washington H. Soul Pattinson and Company Limited The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 2018 $’000 2017 $’000 335,300 391,354 9,065 (7,107) (14,649) 1,897 238 (10,556) 324,744 (61,533) 1,808 (25,397) 10,666 88 3,654 (9,181) 382,173 (62,559) 263,211 319,614 Notes 15 16 17 17 10 18a Revenue from continuing operations Other income Cost of sales Selling and distribution expenses Administration expenses Acquisition costs expensed Other expenses Impairment expense Finance costs Share of results from equity accounted associates Profit before income tax Income tax expense Profit after tax for the year Profit after tax attributable to non-controlling interests Profit after tax attributable to members of Washington H. Soul Pattinson and Company Limited Earnings per share Basic and diluted earnings per share attributable to ordinary equity holders of Washington H. Soul Pattinson and Company Limited Earnings per share from all operations Weighted average number of shares used in calculating basic and diluted earnings per share 2018 $’000 1,174,882 98,588 (565,845) (180,247) (44,587) (5,662) (22,372) (154,436) (2,162) 161,661 459,820 (124,520) 335,300 (68,454) 2017 $’000 967,570 164,345 (543,256) (172,992) (37,376) – (7,019) (18,423) (3,577) 162,067 511,339 (119,985) 391,354 (57,743) 266,846 333,611 2018 cents 2017 cents 111.47 139.36 No. of shares No. of shares 239,395,320 239,395,320 The above consolidated income statement should be read in conjunction with the accompanying notes. 56 57 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Consolidated Statement of Financial Position as at 31 July 2018 Consolidated Statement of Changes in Equity for the year ended 31 July 2017 Current assets Cash and cash equivalents Term deposits Trade and other receivables Inventories Assets classified as held for sale Trading equities Derivative financial instruments Current tax asset Total current assets Non-current assets Trade and other receivables Equity accounted associates Long term equity investments Other financial assets Investment properties Property, plant and equipment Exploration and evaluation assets Deferred tax assets Intangible assets Total non-current assets Total assets Current liabilities Trade and other payables Interest bearing liabilities Derivative financial instruments Current tax liabilities Provisions Total current liabilities Non-current liabilities Trade and other payables Interest bearing liabilities Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Retained profits Parent entity interest Non-controlling interest Total equity Notes 31 July 2018 $’000 31 July 2017 $’000 14 13 29 30 25 11 22 29 10 11 11 12 26 27 19 28 31 23 22 32 31 23 19 32 5 4 337,933 206,044 131,723 93,236 1,407 69,930 – – 301,275 1,044 94,770 79,968 – 46,993 18,075 13,024 840,273 555,149 53,525 1,517,125 732,298 17,571 158,254 1,520,573 310,798 71,567 73,553 3,563 1,415,973 648,105 4,984 165,016 1,370,420 418,582 106,576 60,026 4,455,264 4,193,245 5,295,537 4,748,394 131,521 25,267 3,353 81,091 71,219 312,451 30,033 19,790 405,270 186,388 641,481 953,932 80,866 42,356 69 736 45,345 169,372 – 33,057 394,882 112,773 540,712 710,084 4,341,605 4,038,310 43,232 605,865 2,718,057 3,367,154 974,451 43,232 611,226 2,603,186 3,257,644 780,666 4,341,605 4,038,310 Year ended 31 July 2018 Total equity at the beginning of the year – 1 August 2017 Net profit for the year after tax Other comprehensive income for the year Net movement in asset revaluation reserve, net of tax Net movement in hedge reserve, net of tax Net movement in foreign currency translation reserve, net of tax Net movement in equity reserve, net of tax Total comprehensive income for the year Transactions with owners Dividends declared and paid Net movement in share-based payments reserve Return of capital Transactions with non-controlling interests Tax on partial disposal of controlling entity to non-controlling interests Equity transfer from members on issue of share capital in controlled entity Share capital $’000 Retained profits $’000 Reserves $’000 Total Parent Entity interest $’000 Non- controlling interest $’000 Total equity $’000 43,232 2,603,186 611,226 3,257,644 780,666 4,038,310 – – – – – – – – – – – – 266,846 – 266,846 68,454 335,300 – – – – 2,006 (7,776) 1,897 238 2,006 (7,776) 1,897 238 (48) (6,873) 1,958 (14,649) – – 1,897 238 266,846 (3,635) 263,211 61,533 324,744 (106,943) 74 – (1,238) (43,868) – – 1,781 – (3,507) (106,943) 1,855 – (4,745) (46,933) 41 (5,968) 180,457 (153,876) 1,896 (5,968) 175,712 – – (43,868) – (43,868) – 4,655 4,655 Total equity at the end of the year – 31 July 2018 43,232 2,718,057 605,865 3,367,154 974,451 4,341,605 Year ended 31 July 2017 Total equity at the beginning of the year – 1 August 2016 Net profit for the year after tax Other comprehensive income for the year Net movement in asset revaluation reserve, net of tax Net movement in hedge reserve, net of tax Net movement in foreign currency translation reserve, net of tax Net movement in equity reserve, net of tax Total comprehensive income for the year Transactions with owners Dividends declared and paid Net movement in share-based payments reserve Non-controlling interests share of subsidiaries Equity transfer from members on issue of share capital in controlled entity 43,232 2,372,467 623,684 3,039,383 707,268 3,746,651 – – – – – – – – – – 333,611 – 333,611 57,743 391,354 – – – – (23,849) 6,185 (23,849) 6,185 13 3,654 13 3,654 260 4,481 75 – (23,589) 10,666 88 3,654 333,611 (13,997) 319,614 62,559 382,173 (102,993) 101 – – – 1,539 – – (102,993) 1,640 – (22,045) (9) 16 (125,038) 1,631 16 – 32,877 32,877 Total equity at the end of the year – 31 July 2017 43,232 2,603,186 611,226 3,257,644 780,666 4,038,310 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 58 59 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Consolidated Statement of Cash Flows for the year ended 31 July 2018 Notes 2018 $’000 2017 $’000 Cash flows from operating activities Receipts from customers inclusive of GST Payments to suppliers and employees inclusive of GST 6 14 6 Dividends received Interest received Acquisition costs expensed Finance costs Income taxes paid Net cash inflow from operating activities Cash flows from investing activities Payment for property, plant and equipment and intangibles Proceeds from sale of property, plant and equipment Payments for capitalised exploration and evaluation activities Net (payments to)/proceeds from term deposits Payments for acquisition and development of investment properties Proceeds from sale of investment properties Payments for equity investments Proceeds from sale of equity investments Proceeds from part sale of a controlled entity Proceeds from sale of an equity accounted associate Payments to acquire equity accounted associates Payments for acquisition of businesses, net of cash acquired Loans advanced Loan repayments Proceeds on Bengalla acquisition settlement adjustment Net cash outflow from investing activities Cash flows from financing activities Dividends paid to WHSP shareholders Dividends paid by subsidiaries to non-controlling interests Proceeds from interest bearing liabilities Repayments of interest bearing liabilities Proceeds from external borrowings Repayments of external borrowings Proceeds from issue of equity Payments for return of capital Transaction with subsidiary’s non-controlling interests 1,171,513 (725,384) 446,129 76,325 9,465 (5,662) (1,452) (17,245) 1,012,326 (696,002) 316,324 106,541 8,705 – (2,317) (29,861) 507,560 399,392 (110,863) 3,159 (38,294) (205,629) (16,088) 29,059 (94,941) 88,485 175,736 – (1,430) (48,349) (58,218) 7,697 – (269,676) (131,667) (47,119) – – 12,017 (42,356) 4,524 (5,968) – (77,913) 11,022 (18,255) 46,368 (63,906) – (80,482) 145,707 – 81,708 (167,849) (800) (12,682) 47,269 1,669 (88,144) (126,880) (22,045) 46,971 (97,554) 95,000 (57,400) – – 32,797 Net cash outflow from financing activities (210,569) (129,111) Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the year 14 27,315 301,275 9,343 337,933 182,137 126,709 (7,571) 301,275 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. Notes to the Financial Statements Basis of preparation This financial report is a general purpose financial report which: 4 has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB); 4 complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB); 4 has been prepared on a for profit basis; 4 is presented in Australian dollars with all values rounded to the nearest thousand dollars ($’000), or in certain cases, to the nearest dollar, unless otherwise stated, in accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191; 4 presents reclassified comparative information where required for consistency with the current year’s presentation; 4 adopts all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the operations of the Group and effective for reporting periods beginning on or after 1 August 2017; 4 does not adopt any Accounting Standards and Interpretations that have been issued or amended but are not yet effective such as AASB 15 Revenue from Contracts with Customers; AASB 9 Financial Instruments (December 2010) as amended by 2013-9, AASB 16 Leases and IFRS 2 Classification and Measurement of Share-based Payment Transactions. Refer to Note 36 – Other accounting policies for more information; 4 has been prepared on a historical cost basis except for the following items, which are measured on an alternative basis. Item Trading equities Long term equity investments Investment properties Inventories Measurement basis Fair value Fair value Fair value Lower of cost and net realisable value 4 where Parent Entity information is disclosed, relevant accounting policies are described when different to the Group accounting policies. 60 61 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Notes to the Financial Statements Basis of consolidation The consolidated financial statements of the Group incorporates the financial statements of Washington H. Soul Pattinson and Company Limited and its subsidiaries, and its equity accounted associates. A diagram is set out in note 3, listing the main subsidiaries and associates. i. Controlled entities (Subsidiaries) Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are consolidated from the date on which control is obtained to the date on which control is disposed. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The financial statements of subsidiaries are prepared for the same reporting period as the Parent Entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. Non-controlling interests in the results and equity of subsidiaries are shown separately in the income statement, statement of comprehensive income, statement of changes in equity and statement of financial position respectively. The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is deducted from equity. For disposals to non-controlling interests, differences between any proceeds received and the relevant share of non-controlling interests are also recorded in equity. ii. Joint arrangements A joint arrangement is an arrangement where two or more parties share control. Joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure. Joint operations A joint operation is a joint arrangement in which the parties that share joint control, have rights to the assets, and obligations for the liabilities relating to the arrangement. The Group recognises its direct right to the assets, liabilities; revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated into the Group’s financial statements under the appro- priate headings. Joint ventures A joint venture is a joint arrangement in which the parties that share joint control have rights to the net assets of the arrangement. Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost. iii. Associates Associates are all entities over which the Group has significant influence and are neither subsidiaries nor jointly controlled. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting, after initially being recognised at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition. The Group’s share of its associates’ post-acquisition profits or losses is recognised in the income statement and its share of post-acquisition other comprehensive income is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends received/receivable from associates are recognised in the consolidated financial statements by reducing the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. 62 iv. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transac- tions are eliminated. Unrealised gains arising from transactions with an associate are eliminated to the extent of the Group’s interest in the associate. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Where practical, accounting policies of the associates have been changed to ensure consistency with the policies adopted by the Group. Other accounting policies Significant and other accounting policies relevant to gaining an understanding of the financial statements have been grouped with the relevant notes to the financial statements. Key judgements and estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within the following notes: Accounting policy Key judgements and estimates Note reference Key judgements and estimates Note 6 Note 9 Note 10 Note 11 Note 17 Note 18 Note 19 Note 26 Note 27 Note 28 Note 32 Business combinations – acquisition fair value Classification of joint arrangements as a joint operation Recoverable value of investments in Associates Impairment of financial assets Recoverable value and impairment Petroleum resource rent tax (PRRT) Deferred tax assets Impairment of non-current assets 4 New Hope Corporation Limited – Queensland Mining Operations 4 Determination of recoverable value – copper processing plant, equipment and capitalised mine development costs Exploration and evaluation expenditure Impairment of goodwill Mining restoration and site rehabilitation Page 80 82 86 89 97 100 102 118 122 125 129 63 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Notes to the Financial Statements Parent Entity Information 1 NOTE 1 PARENT ENTITY FINANCIAL INFORMATION Source of shareholders dividends The Board declares dividends having regard to regular operating cash flows before non-regular items. The following information has been provided to demonstrate the underlying value of the Parent Entity’s investments and the regular profit and cash flows generated by them. Regular profit after tax is a measure of the Parent Entity’s performance. This measurement excludes the effects of non-regular items of income and expense which by nature are outside the ordinary course of business or are part of ordinary operations but are unusual due to their size. The classification of income and expenses as regular or non-regular is consistent with the Consolidated Entity’s measurement of segment results. Accounting policies Parent Entity The statement of financial position, profit after tax and total comprehensive income for the Parent Entity, have been prepared on the same basis as the consolidated financial statements except for Investments in controlled entities (subsidiaries) and Investments in associates. In the Parent Entity, investments in subsidiaries and associates are carried at the lower of cost or impaired cost. Dividends from these entities are recognised as income within profit. This approach reflects Parent Entity’s activities as an investor. Statement of Financial Position Current assets Cash and term deposits Assets held for sale Other current assets Total current assets Non-current assets Long term equity investments – measured at market value Other financial assets – Listed controlled and associated entities – measured at the lower of cost or impaired value – Unlisted entities – measured at the lower of cost or impaired value Other non-current assets As at 31 July 2018 $'000 As at 31 July 2017 $'000 41,946 1,407 98,525 55,876 – 55,253 141,878 111,129 688,576 662,628 552,950 567,684 381,363 108,202 269,355 113,327 Total non-current assets 1,731,091 1,612,994 Total assets 1,872,969 1,724,123 Total current liabilities Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Retained profits Total equity 2,495 92,662 43,288 76,956 95,157 120,244 1,777,812 1,603,879 43,232 620,952 1,113,628 43,232 588,739 971,908 1,777,812 1,603,879 Income Statement Profit after tax 272,979 172,842 Less: Non-regular items after tax Net gain on disposal of investments Net impairment expense on investments Other (140,278) (45,305) 3,413 2,737 12,506 1,353 continued on page 66 >>> Regular profit after tax 138,851 141,396 Other comprehensive income Net movement in the fair value of the listed investment portfolio 1,881 12,501 64 Washington H. Soul Pattinson and Company Limited Annual Report 2018 Market value of listed entities as at 31 July 2018 (based on ASX closing prices 31 July 2018) Long term equity investments Milton Corporation Limited BKI Investment Company Limited Commonwealth Bank of Australia Clover Corporation Limited Pengana International Equities Limited Woolworths Limited Macquarie Group Limited Wesfarmers Limited National Australia Bank Limited Lindsay Australia Limited Bailador Technology Investments Limited Other listed entities $'000 119,020 99,848 58,868 58,363 28,392 26,777 26,285 24,794 24,697 23,043 19,320 179,169 Market value of long term equity investments 688,576 Regular Profit after Tax and Regular Operating Cash Flows For the year ended 31 July 2018 Interest income (from cash and loans) Dividend and distribution income Milton Corporation Limited BKI Investment Company Limited Commonwealth Bank of Australia Pengana International Equites Limited Woolworths Limited Macquarie Group Limited Wesfarmers Limited National Australia Bank Limited Lindsay Australia Limited Other listed entities TPG Telecom Limited New Hope Corporation Limited Brickworks Limited Australian Pharmaceutical Industries Ltd Pengana Capital Group Limited Apex Healthcare Berhad Other controlled and associates Listed controlled and associated entities Holding Total dividend and distribution income TPG Telecom Limited New Hope Corporation Limited Brickworks Limited Australian Pharmaceutical Industries Ltd Pengana Capital Group Limited Apex Healthcare Berhad TPI Enterprises Limited Verdant Minerals Limited 25.3% 50.0% 43.9% 19.3% 39.2% 30.3% 19.9% 33.4% Market value of listed controlled and associated entities 1,350,122 1,326,072 1,022,751 160,666 133,025 83,469 20,705 6,272 4,103,082 Total value of WHSP's listed investments 4,791,658 Tax payable if WHSP's listed investments were disposed of: WHSP is a long term equity investor. If WHSP had disposed of all of its listed investments on 31 July 2018, a capital gains tax liability of approximately $1,100.8 million would have arisen based on market values as at 31 July 2018. Of this amount, only $79.7 million has been recognised in the Parent Entity accounts at 31 July 2018. The market values of the listed investments are based on the last sale prices as quoted on the ASX on 31 July 2018 and are therefore subject to price fluctuations. Net pharmacy profit Other revenue Realised and fair value (losses)/gains on equities Other expenses Finance costs Regular profit before tax Income tax (expense) Regular profit after tax Non-cash fair value (gains)/loss on equities Net movements in working capital Regular operating cash flows The Board declares dividends having regard to the Parent Entity's regular operating cash flows. Dividends paid/payable Interim of 23 cents per share paid 10 May 2018 Final of 33 cents per share payable 10 Dec 2018 Total dividends paid/payable Payout ratio Dividends as a percentage of regular operating cash flows Year ended 31 Jul 2018 $'000 4,730 4,988 4,285 3,593 1,705 828 1,124 1,118 1,726 888 9,003 9,321 54,684 34,135 6,655 4,381 1,350 9,010 148,794 260 1,206 (1,003) (11,575) (205) 142,207 (3,356) 138,851 1,291 3,454 143,596 55,061 79,000 134,061 93.36% 65 Parent Entity Information PARENT ENTITY FINANCIAL INFORMATION (continued) 1 NOTE 1 Accounting policies Parent Entity >>> continued from page 64 As at 31 July 2018 the Parent Entity has derecognised an equity accounted associate and now accounts for this investment as a long term equity investment. To be consistent with the Group, the Parent Entity has reclassified this investment from other financial assets to long term equity investments. The consolidated financial statements recognises the individual assets, liabilities, income and expenses of controlled entities. Associates are equity accounted, with the initial investment being increased/ (decreased) by profits/(losses) recognised in the income statement, movements in other comprehensive income and decreased by dividends received. Dividends from both controlled entities and associates are not recognised in the consolidated financial income statement. a) Interest bearing liabilities of the Parent Entity At year end the balance of interest bearing liabilities owed by the Parent Entity was $nil (2017: $40.000 million). During the current year, the Parent Entity repaid in full the equity finance loan. Upon repayment of the loan, the ownership of certain long term equities (previously transferred to the bank as security for the equity finance loan) were transferred back to the Parent Entity. The Parent Entity is not subject to any externally imposed capital requirements by financial institutions. b) Guarantees entered into by the Parent Entity The Parent Entity provides cash backed guarantees for environmental bonds that are required by the 100% owned subsidiary, Round Oak Minerals Pty Ltd (formerly CopperChem Limited). As at 31 July 2018 these guarantees totalled $16.413 million (2017: $5.279 million). c) Contingent liabilities of the Parent Entity The Parent Entity did not have any contingent liabilities as at 31 July 2018 or 31 July 2017. d) Contractual commitments made by the Parent Entity, for the acquisition of property, plant or equipment The Parent Entity did not have any contractual commitments for property, plant or equipment as at 31 July 2018 or 31 July 2017. e) Contractual commitments made by the Parent Entity on non-cancellable operating lease The Parent Entity entered into a seven year non-cancellable operating lease for its new office premise at Barrack Place, Sydney. The lease commences on the 1 April 2019 or upon occupancy, whichever is earlier. Operating Leases Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: – Within one year – Later than one year but not later than five years – Later than five years 2018 $’000 399 5,177 3,953 9,529 2017 $’000 – – – – 66 2 NOTE 2 PAYMENT OF DIVIDENDS TO SHAREHOLDERS Accounting policy A liability is recognised for the amount of any dividend declared on or before the end of the financial year but not distributed at reporting date. As the final dividend was declared by Directors after year end, the final dividend has not been recognised as a liability. a) Dividends paid during the year Final dividend for the year ended 31 July 2017 of 32 cents (2016: 31 cents) per fully paid ordinary share paid on 11 December 2017 (2016: 12 December 2016) fully franked based on tax paid at 30% Interim dividend for the year ended 31 July 2018 of 23 cents (2017: 22 cents) per fully paid ordinary share paid on 10 May 2018 (2017: 11 May 2017) fully franked based on tax paid at 30% Total dividends paid b) Dividends not recognised at year end In addition to the above dividends, since year end the Directors have declared the payment of: A final dividend of 33 cents per fully paid ordinary share, (2017: 32 cents) fully franked based on tax paid at 30% This dividend is due to be paid on 10 December 2018 (2017: 11 December 2017) out of retained profits as at 31 July 2018, and has not been recognised as a liability at year end. c) Franking of dividends The final dividend for 31 July 2018 will be franked out of existing franking credits or out of franking credits arising from the payment of income tax in the year ending 31 July 2018. Franking credits available for future dividend payments Franking credits available for subsequent financial years based on an Australian company tax rate of 30% (2017: 30%). The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for franking credits that will arise from the payment of provision for income tax, franking debits that will arise from the payment of dividends recognised as a liability at the reporting date, and franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date. Subsequent to year end, the franking account will be reduced by the final dividend to be paid on 10 December 2018 (2017: 11 December 2017). Balance of franking credits available after payment of the final dividend 2018 $’000 2017 $’000 76,606 74,213 55,061 131,667 52,667 126,880 79,000 76,607 547,947 544,915 (33,857) (32,831) 514,090 512,084 67 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Group Structure and Performance 3 NOTE 3 SEGMENT INFORMATION – HOW THE GROUP IS ORGANISED AND MANAGED How the Group is organised – Corporate structure The Parent Entity invests in a diversified range of entities. Larger holdings in a single entity are classified as follows: Controlled entities: (subsidiaries) The Parent Entity is able to control the activities of the organisation. Associates: The Parent Entity has significant influence but does not control the activities of the organisation. On 2 February 2018, a subsidiary of the Parent Entity, WHSP Aquatic Achievers Pty Ltd acquired a 100% interest in the Aquatic Achievers business, a swimming pool owner and operator providing swimming programs. Refer to note 6 for details of the acquisition. On 31 May 2018, a subsidiary, Round Oak Minerals Pty Ltd (formerly CopperChem Limited), acquired 100% of the shares in Independence Jaguar Pty Limited, a copper and zinc mine located in Western Australia. Refer to note 6 for details of the acquisition. During the year ended 31 July 2018, the Parent Entity disposed 9.64% (to 50.01%) of New Hope Corporation Limited, a subsidiary of the Group. For changes in ownership of associates, refer to note 10. How the Group is managed – Segment reporting The Parent Entity, its subsidiaries and associates operate within four segments. Segments are based on product and service types and are predominately based in Australia. The level of ownership determines the extent to which the Parent Entity is able to manage the underlying operations of its investment. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of the Parent Entity. As the Chief Operating Decision Maker is not regularly provided with the operating results from the listed associates (material contributors to reported profit) these associates are included within the Investing activities segment. Results for listed associates are sourced from publicly available information. Results from unlisted associates are sourced from the investees. The Group’s operating segments are described as: Investing activities The Group invests in cash, term deposits, corporate debts and diversified equity investments portfolio. Energy The Group engages in coal, oil and gas activities which include exploration, development, production, processing, associated transport infrastructure and ancillary activities. Copper, Gold and Zinc operations The Group engages in copper, gold and zinc mining activities which includes exploration, mining and processing of ore into copper and zinc concentrate, copper sulphide and gold. Property The Group engages in property investment activities including the identification and management of real estate to be held, sold or developed to earn rental income or capital appreciation, or both. 68 WHSP CONSOLIDATED GROUP CONTROLLED ENTITIES (SUBSIDIARIES) WHSP group percentage ownership of subsidiaries * Refer to Note 8 New Hope Corporation Limited WHSP: 50.0% Property Trusts Round Oak Minerals Pty Limited* WHSP: 100% SEGMENTS INVESTING ACTIVITIES ENERGY OPERATIONS PROPERTY ACTIVITIES COPPER, ZINC AND GOLD OPERATIONS ACTIVITIES ACTIVITIES WHSP Equities Portfolios WHSP 100% WHSP Cash, Term Deposits and Loans WHSP 100% Coal Production and Exploration Brisbane Port Coal Loading Oil and Gas Operations Australian Pharmaceutical Industries Limited Brickworks Limited WHSP: 19.3% WHSP: 43.9% Clover Corporation Limited^ Pengana Capital Group Limited TPG Telecom Limited WHSP: 22.6% WHSP: 39.2% WHSP: 25.3% Ampcontrol Pty Limited Apex Healthcare Berhad TPI Enterprises Limited Verdant Minerals Limited WHSP: 43.3% WHSP: 30.3% WHSP: 19.9% WHSP: 33.4% Various unlisted associates ASSOCIATES (SIGNIFICANT INFLUENCE) WHSP group percentage ownership of associates ^ Derecognised as an associate as at 31 July 2018. Share of net profit has been recognised in the consolidated income statement for the period from 1 August 2017 up until the date of derecognition. Syndicated Metals Limited^ WHSP: 28.7% Novonix Limited^ WHSP: 13% 69 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Group Structure and Performance a) Reporting segments 3 NOTE 3 SEGMENT INFORMATION – HOW THE GROUP IS ORGANISED AND MANAGED (continued) Business performance – measurement of segment results Segment performance is measured by regular profit and regular profit after tax attributable to members. These results are non-statutory profit measures and represent profit from continuing operations before non-regular items. The measurement basis in general, excludes the effects of non-regular items of income and expense which by nature are outside the ordinary course of business or part of ordinary activities but are unusual due to their size. Regular profit after tax attributable to members is the main measure of segment profit. A reconciliation between regular profit after tax attributable to members and profit after tax is set out below, and for each segment is set out in note 3a. Non-regular items are disclosed in note 3b. The Directors have presented this information which is used by the Chief Operating Decision Maker, as they consider the disclosure enhances the understanding of the results to members and users of the financial statements. The allocation of income and expense items between regular and non-regular profit is consistent with the prior year. Transactions between business segments are on an arm’s length basis in a manner similar to transactions with third parties. Segment revenue, expenses and results include transactions between business segments. These transfers are eliminated on consolidation. Reconciliation between regular profit after tax attributable to members and profit after tax: Regular profit after tax attributable to members 331,143 282,019 2018 $’000 2017 $’000 Non-regular items – net of tax Gain on disposal of equity investments Gain on disposal of equity accounted associates Gain on initial recognition of equity accounted associate Gain/(loss) on deemed disposal of equity accounted associates Gain on derecognition as equity accounted associates Share of non-regular items from associates entities Deferred tax recognised on associate entities Impairment expense on equity accounted associates Impairment expense on equity investments Impairment expense on exploration assets Impairment reversal/(expense) on other assets Handling charges on future obligations Acquisition costs expensed Recovery of prior period rail access charges Recovery of legal fees Other items Total non-regular (losses)/profits after tax attributable to members Profit after tax attributable to members 18,748 – – 190 50,641 (16,617) (39,198) (16,545) (4,206) (46,310) 14 (5,243) (3,963) – – (1,808) (64,297) 266,846 25,103 24,059 43,049 (201) 7,169 (10,915) (32,535) – (5,126) – (7,258) – – 8,313 1,575 (1,641) 51,592 333,611 g n i t s e v n I s e i t i v i t c a $’000 l d o G , r e p p o C s n o i t a r e p o i c n Z d n a y g r e n E y t r e p o r P $’000 $’000 $’000 / t n e m g e s r e t n I d e t a c o l l a n u $’000 d e t a d i l o s n o C $’000 36,171 60,605 1,078,573 – 96,776 1,078,573 263,227 51,856 315,083 (62,182) 252,901 – 360,790 (146,978) 213,812 (64,314) 149,498 (68,033) 33,945 – 33,945 (13,804) (4,064) (17,868) 5,281 (12,587) – 10,262 1,486 15,931 (62,091) 1,174,882 – 11,748 (46,160) 1,174,882 5,750 – 5,750 (1,754) 3,996 (212) (57,076) 119 (56,957) (1,551) (58,508) (209) 558,887 (99,067) 459,820 (124,520) 335,300 (68,454) Year ended 31 July 2018 Revenue from external customers Intersegment revenue Total revenue Regular profit/(loss) before income tax Non-regular items before tax (note 3b) Profit/(loss) before income tax Less income tax (expense)/benefit Profit/(loss) after tax Less profit attributable to non-controlling interests Profit/(loss) after tax attributable to members 252,901 81,465 (12,587) 3,784 (58,717) 266,846 Profit/(loss) after tax attributable to members (as above) Non-regular loss/(profit) after tax attributable to members (note 3b) 252,901 81,465 (12,587) 3,784 (58,717) 266,846 9,986 51,539 2,856 (84) – 64,297 Regular profit/(loss) after tax attributable to members 262,887 133,004 (9,731) 3,700 (58,717) 331,143 Profit/(loss) before income tax includes the following items: Interest revenue Interest expense Depreciation and amortisation expense Impairment expense Share of results from equity accounted associates 3,798 (206) (250) (22,433) 162,619 5,977 (101) (92,176) (132,003) – 46 (849) (5,814) – (958) 49 (1,006) (270) – – 44 – (184) – – 9,914 (2,162) (98,694) (154,436) 161,661 70 71 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Group Structure and Performance b) Analysis of non-regular items excluded from segment results 3 NOTE 3 SEGMENT INFORMATION – HOW THE GROUP IS ORGANISED AND MANAGED (continued) a) Reporting segments (continued) g n i t s e v n I s e i t i v i t c a $’000 d n a r e p p o C s n o i t a r e p o l d o G y g r e n E y t r e p o r P $’000 $’000 $’000 / t n e m g e s r e t n I d e t a c o l l a n u $’000 d e t a d i l o s n o C $’000 63,501 38,711 844,077 – 102,212 844,077 235,868 97,445 333,313 (54,817) 278,496 (819) 182,215 19,908 202,123 (61,594) 140,529 (56,085) 18,394 – 18,394 (5,445) (63) (5,508) 2,740 (2,768) – 28,309 935 13,289 (39,646) 967,570 – 29,244 (26,357) 967,570 15,839 – 15,839 (5,172) 10,667 (282) (34,428) – (34,428) (1,142) (35,570) (557) 394,049 117,290 511,339 (119,985) 391,354 (57,743) Year ended 31 July 2017 Revenue from external customers Intersegment revenue Total revenue Regular profit/(loss) before income tax Non-regular items before tax (note 3b) Profit/(loss) before income tax Less income tax (expense)/benefit Profit/(loss) after tax Less profit attributable to non-controlling interests Profit/(loss) after tax attributable to members 277,677 84,444 (2,768) 10,385 (36,127) 333,611 Profit/(loss) after tax attributable to members (as above) Non-regular (profit)/loss after tax attributable to members (note 3b) 277,677 84,444 (2,768) 10,385 (36,127) 333,611 Year ended 31 July 2018 Gain on disposal of equity investments Gain on deemed disposals of equity accounted associates Gain on derecognition as equity accounted associates Share of non-regular items from associate entities Deferred tax recognised on associate entities Net impairment expense of assets Handling charges on future obligations Acquisition costs expensed Other items Before tax $’000 22,687 272 72,247 (16,617) – (154,436) (14,976) (5,662) (2,582) Tax $’000 (3,939) (82) (21,606) – (39,198) 41,112 4,493 1,699 774 Attributable to: After tax $’000 Non- controlling interest $’000 Members $’000 18,748 190 50,641 (16,617) (39,198) (113,324) (10,483) (3,963) (1,808) – – – – – (46,277) (5,240) – – 18,748 190 50,641 (16,617) (39,198) (67,047) (5,243) (3,963) (1,808) Total non-regular items (99,067) (16,747) (115,814) (51,517) (64,297) Year ended 31 July 2017 Gain on disposal of equity investments Gain on disposal of equity accounted associates Gain on initial recognition of equity accounted associates Loss on deemed disposal of equity accounted associates Gain on derecognition as equity accounted associates Share of non-regular items from associates entities Deferred tax recognised on associate entities Impairment expense of assets Recovery of prior period rail access charges Recovery of legal fees Other items 33,291 21,538 61,499 132 10,507 (10,915) – (18,423) 19,908 2,250 (2,497) (8,188) 2,521 (18,450) (333) (3,338) – (32,535) 5,220 (5,972) (675) 856 25,103 24,059 43,049 (201) 7,169 (10,915) (32,535) (13,203) 13,936 1,575 (1,641) – – – – – – – (819) 5,623 – – 25,103 24,059 43,049 (201) 7,169 (10,915) (32,535) (12,384) 8,313 1,575 (1,641) (43,492) (8,313) 213 – – (51,592) Total non-regular items 117,290 (60,894) 56,396 4,804 51,592 Regular profit/(loss) after tax attributable to members 234,185 76,131 (2,555) 10,385 (36,127) 282,019 Profit/(loss) before income tax includes the following items: Interest revenue Interest expense Depreciation and amortisation expense Impairment expense Share of results from equity accounted associates 7,042 (1,458) (1,770) (18,413) 162,181 2,089 (903) (97,880) – – 41 (411) (1,806) (10) (146) 18 (805) (133) – – 58 – (14) – 32 9,248 (3,577) (101,603) (18,423) 162,067 72 73 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Group Structure and Performance 4 NOTE 4 ACCOUNTING MOVEMENTS IN VALUE THAT ARE NOT REFLECTED IN PROFIT: RESERVES Accounting policies – Reserves Reserves represent the portion of the Consolidated Entity’s reserves that are attributable to our shareholders. Certain changes in the value of assets and liabilities are not recognised in the income statement but are instead included in other comprehensive income. Also included in reserves is the Group’s share of the reserves of equity accounted associates. Asset Revaluation Reserve Changes in the fair value of certain assets including long term equity investments are not recognised in the income statement but instead are recognised in other comprehensive income and accumulated in the asset revaluation reserve within equity. Amounts are reclassified to the profit or loss when investments are sold or impaired. Refer note 11. Capital Profits Reserve This reserve represents amounts allocated from retained profits that were profits of a capital nature. Hedge Reserve The hedge reserve records the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges, as described in note 22. The gain or loss relating to the ineffective portion is recognised in the income statement. a) Reserves attributable to members General reserve Asset revaluation reserve Capital profits reserve Hedge reserve Share-based payments reserve Foreign currency translation reserve Equity reserve Balance 31 July b) Major movements in reserves consist of: Asset revaluation reserve 2018 $’000 404,548 198,260 7,861 (1,347) 4,997 1,783 (10,237) 2017 $’000 404,548 196,254 11,368 6,429 3,216 (114) (10,475) 605,865 611,226 Balance 1 August Revaluation of long term equity investments, gross Revaluation of long term equity investments, deferred tax Transfer on sale of long term equity investments to profit, gross Transfer on sale of long term equity investments to profit, deferred tax Transfer of long term equity investment to associate, gross Transfer of long term equity investment to associate, deferred tax Transfer on impairment of long term equity investments to profit, gross Transfer on impairment of long term equity investments to profit, deferred tax Share of associates – increments/(decrements) Balance 31 July 196,254 4,679 (25) (10,711) 3,449 – – 5,889 (1,683) 408 198,260 220,103 18,454 (5,963) (34,463) 9,066 (7,486) 2,227 6,023 (1,733) (9,974) 196,254 74 Asset revaluation reserve At balance date, the asset revaluation reserve predominately relates to the net unrealised gains of Washington H. Soul Pattinson and Company Limited’s long term equity investments. Capital profits reserve Balance 1 August Transactions with non-controlling interests Balance 31 July 2018 $’000 11,368 (3,507) 7,861 2017 $’000 11,368 – 11,368 Capital Profit Reserve Movements in the capital profit reserve relates to the decrease in the Parent Entity share of this reserve. This decrease was due to the Parent Entity disposing of 9.64% of New Hope Corporation Limited’s to non-controlling interests during the year. Hedge reserve Balance 1 August Revaluation, gross Revaluation, deferred tax Transfer to profit, gross Transfer to profit, deferred tax Share of associates increments/(decrements) Balance 31 July 2018 $’000 6,429 (4,185) 1,274 (7,356) 2,207 284 (1,347) 2017 $’000 244 15,018 (4,476) (5,456) 1,637 (538) 6,429 Hedge reserve Movements in the hedge reserve predominately relate to New Hope Corporation Limited’s derivative financial instru- ments which are used to hedge exposures to foreign currency exchange rates. Refer to note 22 for further details. c) Nature and purpose of other reserves General reserve The general reserve records funds set aside for future requirements of the Group and relate to Washington H. Soul Pattinson and Company Limited (the Parent Entity). Share-based payments reserve The share-based payments reserve is used to recognise the fair value of options and rights issued to employees, but not yet exercised. Foreign currency translation reserve The foreign currency translation reserve records the foreign currency differences which arise from the translation of self-sustaining foreign operations, and foreign exchange movements. Equity reserve This reserve includes the tax effect of movements in the carrying value of equity accounted associates where this movement has been recognised directly in equity. 75 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 5 Group Structure and Performance NOTE 5 SHARE CAPITAL AND CAPITAL MANAGEMENT Accounting policy – Share 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. The amounts of any capital return are applied against share capital. Group and Parent Entity Group and Parent Entity 2018 No of shares 239,395,320 2018 $’000 2017 No of shares 43,232 239,395,320 2017 $’000 43,232 Fully paid ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of, and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value. Capital Management The Group’s capital management approach is conservative with the objective to maintain a strong capital base in order to maintain investor, creditor and market confidence and to sustain the future development of the Consolidated Entity. There were no changes to the Group’s approach to capital management during the year. The Group’s capital consists of total shareholders’ equity, borrowings and other interest bearing liabilities. The movement in shareholders equity is shown in the statement of changes in equity. Refer to page 59. In the current year, the Parent Entity utilised short term bank finance which was repaid during the year. As at 31 July 2018 the balance was $nil (2017: $40.000 million). In addition, non-recourse debt of $34.825 million has been utilised to finance investment properties held within controlled entities. Refer to note 23a. The Parent Entity is not subject to any externally imposed capital requirements by financial institutions. The Board declares dividends having regard to the Parent Entity’s regular operating cash flows, refer to note 1. 6 NOTE 6 BUSINESS COMBINATIONS Accounting policy – Business combinations The acquisition method of accounting is used to account for all business combinations. The consideration transferred is the sum of the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the investment. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-con- trolling interest’s proportionate share of the acquiree’s net identifiable assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in the income statement as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in the income statement. If the Group recognises previous acquired deferred tax assets after the initial acquisition accounting is completed there will be no adjustment to goodwill. As a consequence, the recognition of the deferred tax asset will increase the Group’s net profit after tax. Acquisitions during the year The Consolidated Entity has engaged external valuation consultants to assist with the calculations of the purchase consideration allocation and deferred consideration. This includes the post-tax discount rates used. The Consolidated Entity has adopted the discount rates determined by the external valuation consultants and assessed these rates to be appropriate for each transaction. Acquisitions during the year WHSP Aquatic Achievers Pty Ltd acquisition of Aquatic Achievers Pty Ltd On 2 February 2018, a subsidiary of the Parent Entity, WHSP Aquatic Achievers Pty Ltd, acquired 100% interest in the Aquatic Achievers business, a swimming pool owner and operator providing swimming programs. i) Purchase Consideration Cash paid Contingent consideration Total Purchase consideration 2018 $’000 22,408 1,590 23,998 Contingent consideration is based on an earn-out clause in the Business Sale and Purchase Deed which requires the Group to pay the vendor amounts in excess of the base EBITDA for FY2020 and for FY2021. The fair value of the deferred contingent consideration of $1.59 million was calculated using the present value of the future expected cash flows at the post-tax discount rate of 13.2% per annum and the probability of meeting performance targets. 76 77 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Group Structure and Performance 6 NOTE 6 BUSINESS COMBINATIONS (continued) ii) The provisional assessment of fair value of assets and liabilities acquired: Cash Prepayments and other assets Inventories Property Plant and equipment Brand Curriculum Goodwill Accounts payables and accruals Provisions Net assets acquired iii) Net cash outflow to acquire Aquatic Achievers business Total cash consideration Less: Cash balance acquired Outflow of cash – investing activities Stamp duty expensed Other acquisition costs expensed Total net outflow of cash 2018 $’000 2 198 32 7,000 2,712 1,429 5,357 7,921 (402) (251) 23,998 2018 $’000 22,408 (2) 22,406 1,261 373 24,040 Intangible assets comprising the Aquatic Achievers brand, curriculum and goodwill are all considered to have indefinite lives with no amortisation applied. The brand and curriculum were valued on royalty-based valuation method by applying royalty rates, based on observable transactions, to the swimming lesson revenue used on the profit forecasts to support the acquisition. The resulting income stream was used in discounted cash flow model over a 5.5 year period at the post-tax discount rate of 13.2% per annum. From the date of the acquisition, the Aquatic Achievers business contributed $4.82 million of revenues and $1.38 million to net profit before tax of the group. If the acquisition had occurred on 1 August 2017, revenue and before-tax profit from continuing operations would have been $9.44 million and $2.58 million respectively. Round Oak Minerals Pty Ltd acquisition of the Jaguar copper-zinc operation Round Oak Minerals Pty Ltd (formerly CopperChem Limited), a subsidiary of the Parent Entity acquired 100% of the shares in Independence Jaguar Pty Limited, a copper and zinc mine located in Western Australia on 31 May 2018. Consideration is payable by instalments over the next three years: i) Purchase Consideration Cash paid at acquisition – current year First deferred payment – payable on 31 May 2019 Second deferred payment – payable on 31 May 2020 Third deferred payment – payable on 31 May 2021 Total Purchase Consideration 2018 $’000 25,948 14,875 14,747 14,114 69,684 The fair value of the deferred consideration was estimated calculating the present value of the future expected cash flows at the post-tax discount rate of 4.49% per annum. The fair value of net assets recognised in this report are based on a provisional assessment while the Group is seeking an independent valuation of certain assets. ii) The provisional assessment of fair value of assets and liabilities acquired: The fair value of assets and liabilities recognised as a result of the acquisition are as follows: Cash Trade and other receivables Inventories Property, plant and equipment Mining right acquired Deferred tax assets Trade and other payables Employee provisions Provision for rehabilitation Net assets acquired 2018 $’000 5 5,659 21,174 25,238 39,150 3,738 (11,084) (1,534) (12,662) 69,684 An intangible asset representing the implied value of the mining right was recognised on acquisition. This represents the value of natural resources to be extracted over the Jaguar mine’s useful life using a post-tax discount rate of 17.0% per annum. The discounted cash flow model was calculated using the key assumptions of projected resource and reserves, commodity forecasts and weighted average cost of capital. The mining right is amortised over the mine’s useful life in proportion to the production schedule. iii) Net cash outflow to acquire Jaguar mine Total cash consideration Less: Cash balance acquired Outflow of cash – investing activities Stamp duty expensed Other acquisition costs expensed Total net outflow of cash 2018 $’000 25,948 (5) 25,943 3,650 378 29,971 From the date of the acquisition, the Jaguar mine contributed $15.2 million of revenues and $2.6 million to net loss before tax of the group. If the acquisition had occurred on 1 August 2017, revenue and before-tax profit from continuing operations would have been $126.3 million and $10.1 million respectively. 78 79 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Group Structure and Performance 6 NOTE 6 BUSINESS COMBINATIONS (continued) Acquisitions during the prior year New Hope Corporation Limited acquisition of Oil producing assets During the prior year, the Group acquired a business constituting the Greater Kenmore and Bodalla Area (GKBA) oil producing and exploration fields. This transaction constitutes a business combination. The Group acquired 100% of the interests in the Kenmore (PL32), Bodalla South (PL31) and Blackstump (PL47) oil producing assets. The acquisition also included two joint ventures: ATP 269 (Coolum/Byrock) JV (93.21%) and ATP 269 (Glenvale/ Bargie) JV (93.9%). The Group acquired oil producing assets of $13.3 million and assumed rehabilitation related provisions of $12.5 million, resulting in a net cash outflow of $800,000. There were $248,000 of acquisition costs expensed in relation to this acquisition during the year ended 31 July 2017. Key judgements and estimates Acquisition fair value The determination of the fair values of net identifiable assets acquired, and of any goodwill, involves significant judgement. The allocation of fair value between intangible assets, and the tangible assets with which they are used, is also judgemental. The Group engages third-party valuers to advise on the purchase price allocation for significant acquisitions. 7 NOTE 7 EVENTS AFTER THE REPORTING DATE On 7 August 2018, New Hope Corporation Limited (a controlled entity) reached a binding commitment with Wesfarmers Limited to acquire a further 40% interest in the Bengalla Joint Venture for $860.00 million. Following completion of the transaction, New Hope Corporation will own up to an 80% interest (subject to pre-emptive rights) in the Bengalla Joint Venture. Settlement is expected to occur in early 2019. On 22 August 2018, the Parent Entity completed the sale of its property at 160 Pitt Street, Sydney. The proceeds received from the sale of the property was $95.00 million and an after tax gain of approximately $67.95 million will be recognised in the 2019 financial statement. On 30 August 2018, TPG Telecom Limited (TPG), an associate of the Parent Entity, announced the proposed merger between Vodafone Hutchison Australia and TPG to establish a fully integrated telecommunication operator in Australia. The Parent Entity is currently assessing the impact of the proposed merger on the Group. Other than the above, the Directors are not aware of any other events subsequent to balance date that would significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years. Accounting for Our Investments The Group invests in equities (subsidiaries, joint arrangements, associated entities, and other equity investments), investment properties, term deposits, loans and cash. This section describes how each of these investments are recognised and measured in the consolidated financial statements. 8 NOTE 8 INVESTMENTS IN CONTROLLED ENTITIES (SUBSIDIARIES) Accounting policy – Investments in controlled entities Investments in controlled entities such as New Hope Corporation Limited, the PSRE Urban Regeneration Trust, Round Oak Minerals Pty Ltd (formerly CopperChem Limited) (refer to segment note for a detailed listing of subsidiaries) are not recognised as individual investments in the consolidated financial statements. The assets and liabilities of each controlled entity are instead recognised in the statement of financial position. Dividends from controlled entities are not recognised in the consolidated income statement, instead the results from each controlled entity are included in profit and loss. Washington H. Soul Pattinson and Company Limited, the Parent Entity has a 50.01% (2017: 59.65%) shareholding in its subsidiary, New Hope Corporation Limited. New Hope Corporation Limited is a diversified energy company, with operations covering coal mining and production, coal port operations and oil and gas production and exploration. Operations are mainly based in South East Queensland and in the Hunter Valley region, NSW with the Bengalla Joint Venture. The remaining 49.99% (2017: 40.35%) shareholding in New Hope Corporation Limited (non-controlling interests) has a proportional share in the results and equity of New Hope Corporation Limited. The Group consolidates the net assets and results of subsidiaries in full, and discloses separately for each, the amounts not controlled by the Group (non-controlling interests). The following provides a summary of the financial information of New Hope Corporation Limited: 4 Total assets $2.338 billion (2017: $2.182 billion); Total liabilities $449.967 million (2017: $328.217 million); 4 Net assets $1.888 billion (2017: $1.853 billion); 4 Net increase in cash and cash equivalents $28.747 million (2017: increase $153.294 million); 4 Non-controlling interest share of net assets $944.011 million (2017: $747.850 million); and 4 Non-controlling interest share of profit after income tax for the year $68.033 million (2017: $56.085 million). Changes in Group Structure On 31 July 2018, the Parent Entity transferred 100% of shares in Exco Resources Pty Limited, a controlled entity at book value to Round Oak Minerals Pty Ltd (formerly CopperChem Limited). 80 81 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Accounting for Our Investments 9 NOTE 9 INVESTMENTS IN JOINTLY CONTROLLED ENTITIES (JOINT OPERATIONS AND JOINT VENTURES) Accounting policy – Investments in Joint arrangements A joint arrangement is an arrangement where two or more parties share control. Joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure. Joint operations A joint operation is a joint arrangement in which the parties that share joint control, have rights to the assets, and obligations for the liabilities relating to the arrangement. The Group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated into the Group’s financial statements under the appro- priate headings. Joint ventures A joint venture is a joint arrangement in which the parties that share joint control have rights to the net assets of the arrangement. Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost. Through New Hope Corporation Limited and its subsidiaries, the Group holds interests in the following Joint arrangements, each of which have been accounted for as a joint operation as described in the accounting policy above. Name Bengalla Joint Venture Lenton Joint Venture Accounted for as: Group’s interest Segment allocated to: Joint operation Joint operation 40% 90% Energy operations Energy operations Bengalla Joint Venture On 7 August 2018, New Hope Corporation Limited reached a binding commitment with Wesfarmers Limited to acquire a further 40% interest in the Bengalla Joint Venture for $860.00 million (subject to pre-emptive rights). Following completion of the transaction, New Hope Corporation will own up to an 80% interest in the Bengalla Joint Venture. Settlement is expected to occur in early 2019. Key judgement Classification of joint arrangements as a joint operation The Group assesses whether it has the power to direct the relevant activities of the investee by considering the rights it holds with respect to the work programme and budget approval, investment decision approval, voting rights in joint operating committees and changes to the joint arrangement participant holdings. Where the Group has control, judgement is also required to assess whether the arrangement is a joint operation or a joint venture. 10 NOTE 10 INVESTMENTS IN ASSOCIATES Accounting policy – Investments in associates Associates are equity accounted, with the initial investment being increased/(decreased) by the Group’s share of the associate’s profits/(losses) as recognised in the income statement, movements in their reserves (other comprehensive income) and decreased by dividends received. Dividends from associates are not recognised in the consolidated income statement. As the accounting policy for Investments in associates is considered key to understanding the Group’s results and financial position, the detailed accounting policy is set out in the basis of consolidation at the beginning of this financial report (refer to page 62). Non-Current Assets Equity accounted associates The equity accounted carrying amount of an associate does not reflect the fair value of the Group’s investment in the associate. Details of the fair value of investments in listed associates are provided in note 10b. a) Movements in equity accounted carrying values Carrying amount at 1 August New investments during the period Reclassification of long term equity investment to equity accounted associate Reclassification of equity accounted associate to long term equity investment Fair value gain on initial recognition as an equity accounted associate Gain on deemed disposal of equity accounted associates Disposal of equity accounted associate Share of profits after income tax, before write downs Impairment expense of equity accounted associates Dividends received/receivable Add back share of dividends received by associate Share of associates increment/(decrement) in reserves 2018 $’000 2017 $’000 1,517,125 1,415,973 1,415,973 10,751 1,265,214 176,495 – (123,498) (25,940) – 272 – 161,661 (16,545) (57,051) 24,721 3,283 – 61,499 132 (60,182) 162,067 – (81,467) 23,880 (8,167) Equity accounted carrying amount at 31 July 1,517,125 1,415,973 82 83 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Accounting for Our Investments 10 NOTE 10 INVESTMENTS IN ASSOCIATES b) Details of investments and results in associates Name of associated entity Associates – held by WHSP Apex Healthcare Berhad Pharmaceutical manufacturer and distributor Australian Pharmaceutical Industries Limited(i) Pharmaceutical wholesaler BKI Investment Company Limited(ii) Listed investment company Brickworks Limited(i) Manufacturer of building products and investor Clover Corporation Limited(iii) Refinement and processing of natural oil Pengana Capital Group Limited Funds management Ruralco Holdings Limited(iv) Rural supplies and services TPG Telecom Limited(v) Telecommunications and internet provider TPI Enterprises Limited(vi) Manufacturer of narcotic concentrate from poppy straw Verdant Minerals Limited(viii) Phosphate and potash explorer Group’s percentage of holding at balance date* July 2018 July 2017 Balance date 31 Dec 31 Aug 30 June 31 July 31 July 30 June 30 Sept 31 July 31 Dec 30 June % 30.3 19.3 – 43.9 22.6 39.2 – 25.3 19.9 33.4 % 30.3 19.4 9.5 44.0 22.7 39.2 – 25.2 18.9 38.3 Associates – held by controlled entities(vii) various various various Contribution to Group net profit for the year** 2018 2017 Fair value of listed investments*** Regular Non-Regular# $’000 $’000 Total $’000 Regular Non-regular# $’000 $’000 Total $’000 July 2018 July 2017 $’000 $’000 5,019 9,669 – (28) (355) – 4,991 9,314 – 44,518 (4,012) 40,506 1,718 4,799 – – (2,061) – 1,718 2,738 – 3,757 13,560 4,599 41,212 876 467 2,930 109,033 (8,998) 100,035 104,956 (1,431) (609) 5,562 (807) (393) 37 (2,238) (1,002) 5,599 (2,599) (702) 3,926 (441) 659 (1,034) (4,883) – (1,250) (1,949) (880) (332) (479) 3,316 83,469 49,108 14,219 160,666 166,845 3,565 – 100,336 36,329 1,022,751 866,516 876 (783) 981 58,363 17,209 133,025 123,467 – – 104,076 1,350,122 1,304,750 (2,931) (1,181) 20,705 6,272 n/a 40,338 11,437 n/a (326) 3,600 Share of results from equity accounted associates 178,278 (16,617) 161,661 172,982 (10,915) 162,067 Gain on disposal of equity accounted associates, net of tax Gain on initial recognition of an equity accounted associate, net of tax Gain on derecognition of an equity accounted associate, net of tax Net gain/(loss) on deemed disposal of equity accounted associates, net of tax Deferred tax expense recognised on equity accounted associates Impairment expense of associates Total non-regular items from equity accounted associates Net contribution from equity accounted associates – – – – – – – – – 50,641 190 (39,198) (16,545) – – 50,641 190 (39,198) (16,545) (4,912) (4,912) – – – – – – – 178,278 (21,529) 156,749 172,982 24,059 43,049 7,169 (201) (32,535) – 41,541 30,626 24,059 43,049 7,169 (201) (32,535) – 41,541 203,608 * The percentage holding represents the Group’s total holding in each Associate. ** Contribution to Group net profit represents the amount included in profit after tax before non-controlling interest. As the Group does not control associates, an associate’s balance date may not be the same as the Group’s balance date. An associate’s contribution to Group profit is based on the annual result reported for each associate, adjusted for any change in the Group’s holding of that associate. *** Fair value of listed investments represents the last sale price of listed associates at balance date. These are subject to capital gains tax and other transaction costs. Fair value of listed associates is classified as level 1 in the fair value hierarchy. # Non-regular items defined in note 3. All associates are incorporated in Australia except for Apex Healthcare Berhad (incorporated in Malaysia). 84 85 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Accounting for Our Investments 10 NOTE 10 INVESTMENTS IN ASSOCIATES b) Details of investments and results in associates (continued) (i) During the year, Australian Pharmaceutical Industries Limited and Brickworks Limited issued shares by way of employee share scheme. The Parent Entity did not participate in the share issues. As a result, there has been a change in the Group’s shareholding in each of these investments. (ii) During the prior year, BKI Investment Company Limited was derecognised from being an equity accounted associate to a long term equity investment, resulting in an after tax profit of $7.79 million. (iii) As at 31 July 2018, Clover Corporation Limited was derecognised from being an equity accounted associate to a long term equity investment, resulting in an after tax profit of $33.26 million. (iv) During the prior year, the Parent Entity disposed of all its shareholding in Ruralco Holding Limited resulting in an after tax loss of $1.86 million. (v) During the year, the Parent Entity participated in TPG Telecom Limited Dividend Reinvestment Plan. As a result, the Parent Entity’s shareholding increased to 25.3% (an increase in shareholding of 0.1%). (vi) During the year, the Parent Entity purchased additional shares in TPI Enterprises Limited for $1.4 million. This resulted in the Group’s shareholding increasing to 19.9% (an increase in shareholding of 1.0%). (vii) As at 31 July 2018, controlled entities derecognised Heritage Brands Limited, Novonix Limited, Seven Miles Coffee Roasters Limited, Specialist Oncology Property Limited and Syndicated Metals Limited from being equity accounted associates, resulting in an after tax profit of $17.31 million. (viii) During the year, the Parent Entity’s interest in Verdant Minerals Limited decreased by 4.9% to 33.4% as a consequence of the Parent Entity’s non participation in the issuance of ordinary shares to fund their Ammaroo Phosphate project. Key estimate and judgements Recoverable value of investments in associates The recoverable amount of investments in equity accounted associates is reviewed at each reporting date after taking into consideration any applicable impairment indicators. Significant judgement is used when assessing impairment and the reversal of previously recognised impairment for equity accounted associates. c) Group’s share of associates’ expenditure commitments Capital commitments Lease commitments 2018 $’000 2017 $’000 49,641 117,332 386,199 126,145 d) Group’s share of associates’ contingent liabilities Share of contingent liabilities incurred jointly with other investors of the associate 19,182 15,122 e) Summarised Group’s share of associates financial information Assets Liabilities Net assets Revenue Profit before income tax Income tax expense Profit after income tax 2018 $’000 2017 $’000 3,095,207 (1,238,513) 1,856,694 2,735,115 (981,139) 1,753,976 1,995,301 2,652,935 227,051 (65,390) 161,661 228,857 (66,790) 162,067 f ) Extract of financial information as reported by associates that are material to the Group The information disclosed reflects the total amounts reported in the financial statements of Brickworks Limited and TPG Telecom Limited amended to reflect adjustments made by the Group in applying the equity method. Current assets Non-current assets Current liabilities Non-current liabilities Net assets Brickworks Limited TPG Telecom Limited 2018 $’000 368,473 1,236,615 (177,655) (417,482) 2017 $’000 356,979 1,129,735 (160,215) (393,321) 2018 $’000 231,800 5,158,500 (885,300) (1,720,800) 2017 $’000 211,200 3,699,800 (567,600) (944,100) 1,009,951 933,178 2,784,200 2,399,300 Group’s percentage holding 43.94% 44.03% 25.26% 25.15% Group’s share of total net assets Goodwill Equity accounted carrying value Revenue Profit after tax attributable to members Other comprehensive income 443,772 16,160 459,932 821,084 175,442 (530) 410,878 16,552 427,430 703,289 3,022 706,311 603,424 358 603,782 841,816 2,495,200 2,490,700 186,210 (1,816) 396,900 7,300 404,200 413,800 (59,800) 354,000 Total comprehensive income 174,912 184,394 Dividends received by Washington H. Soul Pattinson and Company Limited from the associate 34,135 32,166 *9,321 33,077 * WHSP participated in TPG Telecom’s dividend reinvestment plan (non-cash transaction) during the year. This resulted in an increase in shareholding of 0.1% to 25.3. Refer to note 10b for associates profit contributions to the Group. 86 87 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 11 Accounting for Our Investments NOTE 11 OTHER EQUITY INVESTMENTS Accounting policies – Other equity investments (excluding controlled entities, jointly controlled entities and associates) Recognition Purchases of equity investments are recognised on trade date being the date on which the Group commits to purchase the asset. Classification The Group classifies its equity investments into the following categories: long term equity investments, trading equities and held for sale equities. The classification depends on the purpose for which the investments are acquired. Management determines the classification of its investments at initial recognition. Trading equities Trading equities are initially recognised at fair value and any transaction costs are immediately expensed. The portfolio consists of equities that are principally held for the purpose of selling in the short to medium term. Trading equities are included in current assets. Long term equity investments Long term equity investments are initially recognised at fair value plus any transaction costs. These investments are intended to be held for the long term for capital growth and dividend income. These investments are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date at which time they are transferred to and disclosed as held for sale equities. Subsequent measurement At each balance date, trading equities and long term equity investments are remeasured to fair value. Gains or losses arising from changes in the fair value of trading equities are recognised in the income statement within other income in the period in which they arise. Changes in the fair value of long term equity investments are recognised in equity through the asset revaluation reserve after allowing for deferred capital gains tax. All long term equities are subject to capital gains tax. Impairment The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as long term equity investments, a significant or prolonged decline in the value of a security below its cost is considered an indicator that the security may be impaired. Impairment losses are recognised in the income statement unless the asset has previously been revalued through the asset revaluation reserve, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised in the income statement. An impairment recognised for a long term equity investment is prohibited from being reversed through profit and loss. Any future increments in the fair value of these investments will be recognised as a fair value increment in the asset revaluation reserve. Dividend income Dividend income is recognised as revenue when the right to receive the dividend is established, and is generally the ex-dividend date. Derecognition Equity investments are derecognised when the rights to receive cash flows from the equity investments have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When securities classified as long term equity investments are sold, the accumulated fair value adjustments previously recognised in equity, are transferred to the income statement. Current Assets Trading equities – Listed Trading equities – Unlisted Total trading equities Non-Current Assets Long term equity investments – Listed (refer to note 11a) Long term equity investments – Unlisted Total long term equity investments Other financial assets – unlisted equity investments 2018 $’000 60,902 9,028 69,930 720,297 11,971 732,268 17,571 2017 $’000 32,509 14,484 46,993 648,102 3 648,105 4,984 a) Long term equity investments pledged as security for short term finance During the current year, the Parent Entity repaid its $40.000 million equity finance loan. Upon repayment of the finance loan, the ownership of these long term equities was transferred back to the Parent Entity. In the prior year, long term equities with a fair value of $48.957 million were transferred to the bank as security for the $40.000 million equity finance loan. b) Fair value and price risk Information regarding the Group’s exposure to price risk is set out in note 20 and fair value classification is set out in note 21. The fair value of these investments is based on quoted market prices being the last sale price, at the reporting date. Listed equities are traded in an active market, with the majority of the Group’s investments being publicly traded on the Australian Securities Exchange. Unlisted securities do not trade in an active market. The fair value measurement of other financial assets is approximated by the lower of cost price or impaired value. Long term equity investments – Listed At 31 July 2018, Washington H. Soul Pattinson and Company Limited (the Parent Entity) held $688.576 million (2017: $645.419 million) of the consolidated balance. Listed and unlisted trading equities Represents equities held by Washington H. Soul Pattinson and Company Limited (the Parent Entity). Key estimate and judgements Impairment of financial assets The Group has made significant judgements about the impairment of a number of its long term equity investments and its unlisted other financial assets. Where there was a decrease in the share price below the cost of a long term equity investments judgement was made as to whether the decrease was ‘significant and prolonged’, and if so the investment was considered to be impaired. 88 89 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 12 Accounting for Our Investments NOTE 12 INVESTMENT PROPERTIES Accounting policy – Investment properties Investment properties consist of properties held for long term rentals and/or capital appreciation and properties being constructed or developed for future use as investment properties. Investment properties are initially recognised at cost including transaction costs. Other costs capitalised into the carrying value of investment properties include development, construction, redevelopment, refurbishment (other than repairs and maintenance) and interest (until the property is ready for its intended use). Investment properties are subsequently stated at fair value. Changes in fair value are recognised as gains or losses in the Income Statement as part of ‘Other income’. Valuations are obtained periodically, and at least every three years from independent Registered Property Valuers who hold recognised and relevant qualifications and have recent valuation experience in the location and categories of each property held. At the end of each reporting period, the Directors update their assessment of the fair value of each property, taking account of the most recent independent valuations. Amounts provided to customers as lease incentives and assets relating to fixed rental income increases in operating lease contracts are included within investment property values. Lease incentives are amortised over the term of the lease on a straight line basis. The amortisation is applied to reduce gross rental income. Rental income is recognised on a straight line basis within revenue. On disposal of an investment property, a gain or loss is recognised in the income statement in the year of disposal. It is calculated as the difference between the carrying amount of the asset at the date of disposal and the net proceeds received. Non-Current Assets Investment properties Industrial property Commercial property Property under development Total investment properties Reconciliation Opening net book amount Acquisitions Disposals Capitalised costs Property transferred from property, plant and equipment Property transferred to property, plant and equipment Variation of a lease Movement in tenant incentives, ‘make good’ contributions, contracted rent uplift balances and leasing fee asset Net fair value gain on investment properties 2018 $’000 33,716 72,428 52,110 2017 $’000 46,889 95,689 22,438 158,254 165,016 165,016 – (25,454) 13,007 3,757 (669) 2,650 (53) – 92,932 63,883 – 178 – – – (871) 8,894 Closing net book amount 158,254 165,016 90 In the current year, a 100% owned Sydney metropolitan commercial property was disposed of for $29.06m. In the prior year, the Group acquired three investment properties for a total of $63.88 million. WHSP holds a 50.1% interest in these properties, with URB Investments Limited (ASX:URB) holding 49.9%. These properties are all located within the greater Sydney area. a) Amounts recognised in the income statement for investment properties Rental income Direct operating expenses from property that generated rental income Direct operating expenses from property that did not generate income 2018 $’000 7,058 4,588 1,102 2017 $’000 6,929 3,701 287 Operating expenses for property that generated income includes finance costs of $1,006,000 (2017: $804,000). b) Measuring investment properties at fair value The basis of valuations for investment properties is fair value, being the amounts for which the assets could be exchanged between knowledgeable willing parties in an arm’s length transaction, based on current prices in an active market for similar properties in the same location and condition and subject to similar leases. In determining fair value, appropriate valuation techniques may be used, including the discounted cashflow and capitalisation methods. Discount rates and capitalisation rates are determined based on industry experience and knowledge and where possible, a direct comparison to third party rates for similar assets in comparable locations. Rental revenue from current leases and assumptions about future leases, as well as any expected operational cash outflows in relation to the property, are reflected in fair value. In relation to properties under development, fair value is determined based on the market value of the property on the assumption it has already been completed at the valuation date less costs to complete the project, including an appropriate adjustment for profit and risk. The fair value hierarchy, as discussed in note 21 to this report, provides an indication about the reliability of the inputs used in determining fair value. All investment properties have been categorised within the Level 3 fair value basis as some of the inputs required to value property are not based on ‘observable market data’. c) Non-current assets pledged as security As at 31 July 2018, $72.427 million (2017: $45.705 million) of the Group’s investment property was pledged as security. Refer to note 23 for information on non-current assets pledged as security by the Group. d) Leasing arrangements The Group is entitled to receive rental income from non-cancellable operating leases on investment properties. The amounts have not been recognised in the financial statements and are receivable as follows: Within one year Later than one year but not later than five years Later than five years 2018 $’000 2017 $’000 6,160 8,992 3,677 18,829 5,947 13,625 1,859 21,431 91 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 13 Accounting for Our Investments NOTE 13 TERM DEPOSITS Accounting policy – Term deposits Term deposit investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. Term deposit financial assets are included in current assets, except those with maturities of more than 12 months from the reporting date, which are classified as non-current assets. Recognition and derecognition A term deposit is recognised on the date when the cash funds are deposited with the bank. The term deposit is derecognised on the term maturity date of the deposit. Subsequent measurement Term deposits are carried at amortised cost using the effective interest method. Current Assets Term deposits 2018 $’000 206,044 2017 $’000 1,044 Term deposits are held to their maturity of less than one year and carry a weighted average interest rate of 2.55% per annum (2017: 2.62%). Term deposits in the statement of financial position at reporting date include term deposits held by the Parent Entity and its controlled entities. At 31 July 2018, New Hope Corporation Limited held $205.000 million (2017: $nil); and Round Oak Minerals Pty Ltd (formerly CopperChem Limited) held $1.044 million (2017: $1.044 million) of the consolidated balance. 92 14 NOTE 14 CASH AND CASH EQUIVALENTS Accounting policy – Cash and cash equivalents Cash and cash equivalents includes cash on hand, cash at bank, and deposits held with financial institutions for which there is a short-term identified use in the operating cash flows of the Group. Bank overdrafts, should they occur, are shown within borrowings in current liabilities in the statement of financial position. Current Assets Cash at bank and on deposit 2018 $’000 2017 $’000 337,933 301,275 Cash at bank and on deposit attracts interest at rates between 0% and 1.85% per annum (2017: 0% and 1.50%). Cash at bank in the statement of financial position at reporting date includes cash held by the Parent Entity and its controlled entities. At 31 July 2018, Washington H. Soul Pattinson and Company Limited (the Parent Entity) held $41.946 million (2017: $55.876 million); New Hope Corporation Limited, a controlled entity of Washington H. Soul Pattinson and Company Limited held $274.975 million (2017: $236.885 million) of the consolidated balance. Reconciliation of profit after income tax to net cash inflow from operating activities Profit after tax for the year Adjustments for non-cash items: Depreciation and amortisation Impairment charges Gain on sale of long term equity investments Loss/(gain) on trading equities fair valued through profit and loss Recovery of prior year rail access charges Net loss/(gain) on sale of non-current assets Gain on revaluation of investment property Share of profits of associates not received as dividends or distributions Net foreign exchange (gain)/loss Gain on initial recognition of an equity accounted associate Gain on derecognition of equity accounted associates Gain on deemed disposal of equity accounted associates Gain on sale of equity accounted associate Gain on sale of investment property Non-cash share based payments Other non-cash items Changes in operating assets and liabilities, net of effects from purchase and sales of businesses: (Increase)/decrease in trade debtors, other debtors and prepayments Decrease/(increase) in inventory Increase in trade creditors and accruals Increase in employee entitlements, other liabilities and provisions Decrease/(increase) in current tax asset Increase/(decrease)in current tax payable (Decrease)/increase in deferred tax liability Decrease/(increase) in deferred tax asset 2018 $’000 2017 $’000 335,300 391,354 98,694 154,436 (22,687) 1,003 – 769 – (105,326) (9,343) – (72,247) (272) – (3,195) 1,880 2,462 (28,598) 5,325 18,178 36,036 13,024 52,267 (8,893) 38,747 101,603 18,423 (33,291) (1,240) (19,908) (1,470) (8,894) (80,601) 7,571 (61,499) (10,507) (132) (21,538) – 591 (803) 12,600 (927) 5,035 11,160 (11,538) (941) 110,024 (5,680) Net cash inflow from operating activities 507,560 399,392 93 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 15 Revenue and Expenses NOTE 15 REVENUE 16 Accounting policy – Revenue Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below: • Coal sales revenue is recognised at the time the risks and benefits of ownership have been transferred to the customer in accordance with the sale terms. For export sales this is normally at the time of loading the shipment, and for domestic sales this is generally at the time the coal is delivered to the customer. Revenue from the sale of goods (net of returns, discounts and allowances) is recognised when title has transferred to the customer in accordance with the sales terms. Where a sale is settled through instalments, interest revenue is recognised over the contract term, using the effective interest rate method. Service fee income, including consulting and management fee income, is recognised as the services are performed. Interest income is recognised on a time proportion basis using the effective interest method. Dividend income is taken into revenue when the right to receive payment is established. As earnings from controlled entities and associates are included in consolidated profit, dividends from controlled entities and associates are not included in consolidated revenue. Rental income is recognised on a straight-line basis over the lease term. • • • • • From continuing operating activities Sales revenue Sale of goods Services Total Sales revenue Other revenue Dividends received – Other corporations Interest received – Other corporations Rental income Other Total other revenue Total revenue 2018 $’000 1,097,941 22,222 1,120,163 28,789 9,914 8,904 7,112 54,719 2017 $’000 899,612 22,161 921,773 25,144 9,248 8,181 3,224 45,797 1,174,882 967,570 Revenue composition A significant portion of the Group’s sales revenue is derived from New Hope Corporation Limited $1,053.241 million (2017: $824.570 million) through the sale of: • • Coal, both internationally and domestically; and Oil and gas, domestically. Sales revenue also includes the sale of: • Pharmaceutical products sold through Washington H. Soul Pattinson and Company Limited’s Pitt Street chemist; and Copper and zinc concentrate, copper sulphate and gold sold domestically and internationally through Round Oak Minerals Pty Ltd (formerly CopperChem Limited). • 94 NOTE 16 OTHER INCOME Accounting policies – Other income Other income represents gains or losses made on: • • • changes in fair value for certain assets including trading equities, unlisted investments, investment property and where a previously held equity investment becomes an equity accounted associate. the sale of an asset including the sale of equity investments, investment property and equity accounted associates. With the exception of the long term equity investments, the gain or loss is calculated as the difference between the proceeds received and the carrying value of the asset. For the sale of long term equity investments, whilst the gain is calculated in the same manner, it also includes any fair value changes that have previously been recognised in equity (through reserves). As these amounts have not previously been recognised in the profit and loss, they are included in the gain when the long term equity investment is sold; and deemed disposals of equity accounted associates. This occurs when the Group’s percentage holding in an associate decreases but there has not been a loss of significant influence. The Group continues to equity account the associate. Gain on derecogition of equity accounted associates Gain on sale of equity accounted associate Gain on initial recognition of an equity accounted associate Gain on deemed disposals of equity accounted associates Gain on sale of long term equity investments (Loss)/gain on trading equities fair valued through profit and loss Gain on revaluation of investment property Gain on sale of investment property Recovery of prior period rail access charges Recovery of legal costs Insurance recovery Other items 2018 $’000 72,247 – – 272 22,687 (1,003) – 3,195 – – 298 892 2017 $’000 10,507 21,538 61,499 132 33,291 1,240 8,894 – 19,908 2,250 2,000 3,086 Total other income 98,588 164,345 95 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Revenue and Expenses 17 NOTE 17 EXPENSES Accounting policies – Expenses Depreciation and amortisation Depreciation and amortisation expenses are non-cash expenses and represent the allocation of the cost of certain fixed assets such as buildings, plant and equipment and mining reserves and development, over the time that the asset is expected to generated revenue for the Group. Different depreciation rates apply to each asset and are included in the notes for each asset. Impairment Impairment charges are non-cash expenses and are recognised when the carrying value of an asset or group of assets is no longer recoverable either through the use or sale of the asset. Recoverable value assessment for each asset class is discussed within the notes for each asset. Impairment losses are expensed to the income statement unless the asset has been previously revalued. Where the asset has been previously revalued, the reduction in value is recognised as a reversal to the extent of the previous revaluation, and any residual is recognised as an impairment expense. An impairment expense recognised on goodwill or a long term equity investment is permanent and is prohibited from being reversed. For all other assets, an assessment is made at each reporting date as to whether an impairment loss recognised in a prior period no longer exists or has decreased. If it is determined that the impairment is no longer required, the carrying value of the asset is increased and the previously recognised impairment expense is reversed in the income statement. Employee benefits expense Employee benefits expense includes the payment of salary and wages (including the value of non-cash benefits such as share based payments), sick leave and accruals for annual leave and long service leave. Finance costs Finance costs are expensed when incurred, except for interest incurred on borrowings that relate to the construction of Investment properties. This interest was included in the cost of the properties. Exploration costs expensed Exploration costs that do not satisfy the criteria to be capitalised are expensed. Refer Note 27 for discussion on the criteria. Profit before income tax expense includes the following specific expenses: Notes 2018 $’000 2017 $’000 Depreciation Buildings Plant and equipment Total depreciation Amortisation Mining reserves and mine development Intangible assets Oil producing assets Lease incentive and leasing fee assets Total amortisation Impairment charges/(reversals) Equity accounted associates (i) Long term equity investments (ii) Coal exploration assets (iii) Property, plant and equipment Other assets (iv) Total impairment charges/(reversals) Impairment is allocated to asset classes: Equity accounted associates Long term equity investments Property, plant and equipment Exploration and evaluation assets Other operating assets Total impairment charges/(reversals) Employee benefits expense (v) Finance costs (vi) Operating lease costs expensed Exploration costs expensed (vii) Handling charges future obligations (viii) Key Estimate 1,555 51,079 52,634 35,664 2,360 7,961 75 46,060 16,545 5,889 132,289 570 (857) 154,436 16,545 5,889 570 132,289 (857) 154,436 148,732 2,162 14,706 13,561 14,976 1,235 56,946 58,181 34,236 2,284 6,769 133 43,422 – 8,052 – – 10,371 18,423 – 8,052 (2,075) – 12,446 18,423 144,672 3,577 12,943 14,735 – 10 11 26 27 Recoverable value and impairment The assessments of the recoverable value of non-current assets involves significant areas of estimation and judgement by management. Valuations have an element of uncertainty and therefore may not reflect the actual values of these assets in the future. 96 97 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 17 Revenue and Expenses NOTE 17 EXPENSES (continued) Impairment of equity accounted associates i) The recoverable amount of investments in equity accounted associates has been assessed as at 31 July 2018. Where the carrying value of an investment exceeds the recoverable amount, the investment has been impaired. At each reporting date, an assessment is made as to whether there are any circumstances that would indicate that the impairment recognised has decreased or no longer exists. Where evidence supports a reduction in the impairment, the impairment expense may be reversed through the income statement. In the current year, an Impairment expense of $16.55 million was recognised on the investment in TPI Enterprises Limited (2017: $nil). Impairment of long term equity investments ii) In accordance with AASB 139, a ‘prolonged decline in the fair value of an investment in an equity instrument below its cost is objective evidence of impairment’. Where a long term equity investment’s last sale price is lower than the original cost, and the investment is considered to be ‘impaired’, the Group has recognised an impairment expense in respect of these investments. An impairment recognised for a long term equity investment is prohibited from being reversed through profit and loss. Any future increments in the last sale price of these investments will be recognised as a fair value increment in the asset revaluation reserve. Impairments were recognised by the Group of $5.89 million (2017: $8.05 million). The impairment loss after tax and non-controlling interest was $4.21 million (2017: $5.13 million). Impairment of coal exploration assets iii) In the current financial year, New Hope Corporation Limited (a controlled entity) determined that an indicator of impairment existed as at balance date in respect of the Colton Coal exploration project. The indicator arises from recently increased charges associated with access to the Wiggins Island Coal Export Terminal (WICET) which was materially higher than those previously forecast and ongoing work regarding the assessment of Joint Ore Reserves Committee (JORC) reserves position of this asset. As a result an impairment assessment has been undertaken and an impairment loss has been recognised for the year ended 31 July 2018. For the purpose of assessing impairment of the Colton Coal exploration project, New Hope Corporation Limited has utilised the fair value less cost to dispose (FVLCD) method underpinned by a resource multiple. A resource multiple is considered the most appropriate valuation methodology for an exploration asset of this type. Given the significant costs associated with access to WICET (which have increased significantly since the terminal commenced operations), New Hope Corporation Limited has determined that it is appropriate to discount recent transaction multiples to account for the onerous nature of the obligations to WICET. At the prevailing WICET costs, New Hope Corporation Limited has determined that it is inappropriate to ascribe any value to the JORC resources and as a result a full impairment for the carrying value of the Colton assets of $132.29 million has been recognised. The impairment loss after tax and non-controlling interest was $46.31 million. Refer to notes 26 and 27. Impairment of other assets iv) In the current financial year, New Hope Corporation Limited reversed previous impairments of coal to liquids facility assets. The impairment gain after tax and non-controlling interest was $300,000. In the prior financial year, the Parent Entity impaired the carrying value of certain unlisted trading equities and loans receivable that exceeded their recoverable amount. The impairment losses after tax and non-controlling interest was $7.26 million. v) Employee benefits expense Employee benefits expense represents expenses paid to all employees within the Group. This amount Includes $132.82 million (2017: $126.41 million) paid to employees of New Hope Corporation Limited. vi) Finance costs In the prior financial year, the Parent Entity paid interest of $775,682 to Directors and their related parties. vii) Exploration costs expensed These amounts relate to New Hope Corporation Limited exploration costs expensed. viii) Handling charges future obligations These amounts relate to New Hope Corporation Limited future handling charges arising from an onerous contract. 98 18 Taxation NOTE 18 INCOME TAX EXPENSE Accounting policy – Income tax expense The income tax expense or benefit for the period represents the tax payable on the current period’s taxable income based on the Australian corporate income tax rate (30%) adjusted by changes in deferred tax assets and liabilities attributable to the temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appro- priate on the basis of amounts expected to be paid to the tax authorities. Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement. Tax consolidation legislation Some of the entities within the Consolidated Entity have formed tax consolidated groups under the tax consolidation regime. The Australian Tax Office has been notified on these decisions. Controlled entities within the relevant tax consolidated groups, continue to be responsible under tax funding agreements, for funding their share of tax payments that are required to be made by the head entity in their tax consolidation group. These tax amounts are measured as if each entity within the tax consolidated group, continues to be a stand-alone tax payer in their own right. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Any differences between the amounts assumed and amounts receivable or payable under the tax funding agreements are recognised as a contribution to (or distribution from) wholly owned tax consolidated entities. a) Income tax expense comprises: Current income tax expense Current year Adjustments in respect of prior years Deferred income tax expense – Relating to the origination and reversal of temporary differences Income tax expense recognised in the income statement Deferred income tax expense included in income tax expense comprises: Decrease/(Increase) in deferred tax assets Increase/(decrease) in deferred tax liabilities 2018 $’000 2017 $’000 95,888 17,735 10,897 124,520 (1,716) 12,613 10,897 13,246 2,051 104,688 119,985 10,556 94,132 104,688 99 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Taxation NOTE 18 INCOME TAX EXPENSE (continued) 18 b) Reconciliation of prima facie tax expense to income tax expense: Profit before income tax Tax at the Australian tax rate of 30% (2017: 30%) Tax effect of amounts which are not deductible/(taxable) in calculating taxable income: Sale of long term equity investments Net impairment expense Franking credits received (excluding controlled and associate entities) Tax benefit on the carrying value of equity accounted associates Other Total income tax expense The effective tax rates are as follows: c) Amounts recognised directly in equity Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss but directly charged or credited to equity 2018 $’000 2017 $’000 459,820 137,946 511,339 153,402 (2,204) 5,219 (7,337) (9,302) 198 (10,596) 307 (7,419) (16,379) 670 124,520 119,985 27.1% 23.5% Decrease/(increase) to deferred tax assets (Decrease)/increase to deferred tax liabilities Net deferred tax – charged/(credited) directly to equity 44,371 (6,133) 38,238 4,838 (5,182) (344) d) Unrecognised deferred tax assets Relating to the tax consolidated groups of Washington H. Soul Pattinson and Company Limited New Hope Corporation Limited Total unrecognised deferred tax assets Potential tax benefit at 30% 45,810 178,008 223,818 67,145 42,453 160,423 202,876 60,863 Key Estimates: Petroleum resource rent tax (PRRT)- New Hope Corporation Limited As a result of the 100% acquisition of Bridgeport Energy Limited during 2013, the Group is subject to Petroleum resource rent tax (PRRT) effective 1 July 2012 being the date of the extension of the PRRT to onshore petroleum projects. The Group has accounted for the current and deferred tax impact of PRRT in accordance with the requirements outlined in the income tax expense policy. As such, the Group has recorded current and deferred tax assets and liabilities relating to PRRT at the prevailing PRRT rate at 31 July 2018 and 31 July 2017. A subsidiary of the Group, New Hope Corporation Limited (New Hope), as head company of the New Hope income tax consolidated group, has made a PRRT consolidation election and as such the New Hope tax consolidated group includes three PRRT consolidated groups at 31 July 2018 and 31 July 2017. New Hope has accounted for its PRRT tax balances in accordance with the stand alone taxpayer method in alignment with the tax funding arrangements. 100 19 NOTE 19 DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES Accounting policy – Deferred tax assets and deferred tax liabilities Deferred tax assets and liabilities are calculated on the differences (temporary differences) between the carrying amount of assets and liabilities as recognised in the consolidated financial statements and their tax cost base multiplied by the tax rate expected to apply when these assets are recovered or liabilities are settled. The current Australian corporate tax rate applicable to the Group is 30%. Deferred tax asset or liabilities are provided in full, using the liability method. An exception is made for certain temporary differences arising from the initial recognition of an asset or liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Deferred tax assets temporary differences attributed to: Amounts recognised in the income statement Provisions Accrued expenses Impairment losses Capitalised exploration Property, plant and equipment Tax value of losses carried-forward Other Amounts recognised directly in equity Long term equity investments Share issue costs Total deferred tax assets Set-off of deferred tax liabilities pursuant to set-off provisions Net deferred tax assets Movements: Opening balance at 1 August Credited/(charged) to the income statement Charged to equity (note 18c) Amounts recognised on acquisition of businesses Closing balance at 31 July 2018 $’000 58,612 3,544 16,331 9,192 6,264 23,732 10,721 2017 $’000 47,883 1,024 18,409 9,515 5,509 70,904 11,034 128,396 164,278 1,306 10 1,316 129,712 (58,145) 71,567 165,005 1,716 (44,371) 7,362 129,712 717 10 727 165,005 (58,429) 106,576 176,638 (10,556) (4,838) 3,761 165,005 101 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Taxation 19 NOTE 19 DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES (continued) Key Estimate Deferred tax assets Deferred tax assets have been recognised relating to carried forward capital losses, income losses and temporary differences, based on current tax rates. Utilisation of capital tax losses and income losses requires the realisation of capital gains and taxable income respectfully, in subsequent years and the ability to satisfy certain tests at the time the losses are recouped. The actual tax results in future periods may differ from the estimate made at the time the deferred taxes are recognised. Deferred tax liabilities temporary differences attributed to: Amounts recognised in the income statement Property, plant and equipment Capitalised exploration Inventories Investments Other Amounts recognised directly in equity Long term equity investments Property, plant and equipment Cash flow hedges Other investments Total deferred tax liabilities Set-off of deferred tax liabilities pursuant to set-off provisions Net deferred tax liabilities Movements: Opening balance 1 August Charged to the income statement Credited to equity (note 18c) Amounts recognised on acquisition of businesses Closing balance at 31 July 2018 $’000 2017 $’000 793 60,949 5,475 280,886 1,049 349,152 67,909 42,484 – 3,870 3,675 93,979 6,502 219,896 6,012 330,064 69,060 45,729 5,423 3,035 114,263 123,247 463,415 (58,145) 405,270 453,311 12,613 (6,133) 3,624 463,415 453,311 (58,429) 394,882 360,600 94,132 (5,182) 3,761 453,311 It is important to note, that the deferred tax liability recognised above does not represent the total tax that would be incurred if all assets of the Group were to be sold. This is predominately due to subsidiaries and the associate entities not being carried at their market value in the consolidated financial statements. The market values of the listed investments together with the estimate of capital gains tax payable thereon is set out in note 1, Parent Entity financial information. 20 Risk Management NOTE 20 FINANCIAL RISK MANAGEMENT The Group’s activities expose it to a variety of financial risks; market risk (including currency risk, price risk and interest rate risk), credit risk, and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Entities within the Group use derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures. Derivatives are used exclusively for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analyses in the case of interest rate, foreign exchange and other price risks and ageing analyses for credit risk. Risk management policies cover specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of forward exchange contracts and investment of excess liquidity. The Group holds the following financial instruments: Financial assets Cash and cash equivalents Term deposits Loans and receivables Trading equities Derivative financial instruments Long term equity investments Equity accounted associates Other financial assets Total financial assets Financial liabilities Trade and other payables Derivative financial instruments Borrowings Lease liabilities Total financial liabilities a) Market Risk i. Foreign exchange risk 2018 $’000 2017 $’000 337,933 206,044 185,248 69,930 – 732,298 1,517,125 17,571 301,275 1,044 98,333 46,993 18,075 648,105 1,415,973 4,984 3,066,149 2,534,782 161,554 3,353 34,825 10,232 209,964 80,866 69 62,825 12,588 156,348 Foreign exchange risk arises when in local currency terms the value of a financial commitment or a recognised asset or liability, fluctuates due to changes in foreign currency exchange rates. The Group is exposed to foreign exchange risk arising from currency exposures to the US dollar through its subsidiaries, New Hope Corporation Limited and Round Oak Minerals Pty Ltd (formerly CopperChem Limited). Forward contracts are used to manage foreign exchange risk. Senior management is responsible for managing exposures in each foreign currency by using forward currency contracts. Contracts are designated as cash flow hedges. Foreign exchange contracts are designated at Group level as hedges of foreign exchange risk on specific future transactions. The Group’s export coal sales risk management policy is to hedge up to 65% of anticipated transactions in US dollars for the subsequent year, up to 57% of anticipated revenue beyond a year but less than two years and up to 50% for revenue beyond two years but less than three years. All hedges of projected export coal sales qualify as “highly probable” forecast transactions for hedge accounting purposes. 102 103 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Risk Management 20 a) Market Risk NOTE 20 FINANCIAL RISK MANAGEMENT (continued) i. Foreign exchange risk (continued) The Group’s exposure to foreign currency risk at the reporting date was as follows: US dollar exposure Cash and cash equivalents Trade receivables Trade payables 2018 USD $’000 2017 USD $’000 6,127 52,391 1,363 90,848 26,521 538 Forward exchange contracts – sell foreign currency (cash flow hedge) 201,600 162,000 ii. Commodity hedge risk Commodity hedge contracts are used to manage price risk. Senior management is responsible for managing exposures in pricing by using commodity hedge contracts. Contracts are designated as cash flow hedges. Commodity price contracts are designated at Group level as hedges of price risk on specific future transactions. Refer to note 22 on forward commodity price hedge contracts. Sensitivity analysis Based on the trade receivables, cash and trade payables held at 31 July 2018, had the Australian dollar weakened/ strengthened by 10% against the US dollar with all other variables held constant, the Group’s post-tax profit for the year would have increased/(decreased) by $4.957 million/($5.919 million) (2017: $11.377 million/($9.309 million)), mainly as a result of foreign exchange gains/(losses) on translation of US dollar receivables and cash balances as detailed in the above table. The Group’s equity as at balance date would have increased/(decreased) by the same amounts. Based on the forward exchange contracts held at 31 July 2018, had the Australian dollar weakened/strengthened by 10% against the US dollar with all other variables held constant, the Group’s equity would have increased/ (decreased) by $24.406 million/($29.821 million) (2017: $22.493 million/($18.400 million). There is no effect on post-tax profits. Based on the commodity hedge contracts held at 31 July 2018, had the commodity priced strengthened / weakened by 10%, the Group’s equity would have increased/(decreased) by $5.260 million/($3.626 million) (2017: $nil). There is no effect on post-tax profits. iii. Price Risk The Group is an investment company and is exposed to equity securities price risk. The majority of the Group’s investments are publicly traded on the Australian Securities Exchange. Investments held for the long-term are classified in the statement of financial position as long term equity investments. As the market value of individual companies fluctuate, the fair value of the portfolio changes with the movement being recognised directly to equity. Where an investment’s value falls below its cost, management may consider the investment to be impaired. An impairment expense is recognised in the income statement. Investments held for the short to medium term are classified in the statement of financial position as trading equities. As the market value of individual companies fluctuate, the fair value of this portfolio changes with the movement being recognised through the income statement. Investments in associates are not carried at fair value in the statement of financial position but are instead equity accounted. The initial investment is increased/(decreased) by the Group’s share of the associate’s profits/(losses) as recognised in the income statement, movements in their reserves (other comprehensive income) and decreased by dividends received. For listed associates the market value is taken into consideration when assessing the recoverable value of an equity accounted associate. Sensitivity analysis The following table summarises the financial impacts of a hypothetical 5% decrease in the market value of those investments (trading equities and long term equity investments) that are carried at fair value as at reporting date. Where this decrease results in an individual security being valued below its cost, the reduction below cost may be recognised in the income statement where Directors consider the investment to be impaired. For long term equity investments, a 5% increase in market values would have no impact on the income statement as all increases are recognised directly in equity. Impact to post-tax profit Impact on reserves 2018 $’000 (2,132) – (2,132) 2017 $’000 (1,625) – (1,625) 2018 $’000 – (17,474) 2017 $’000 – (22,677) (17,474) (22,677) Trading equities Long term equity investments Total iv. Fair value interest rate risk Refer to note 20e below. b) Credit Risk Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, long term equity investments provided to the bank as security for short term debt, as well as credit exposure to export and domestic customers, including outstanding receivables and committed transactions. The Group has no significant concentrations of credit risk. The Group’s derivative counterparties and term deposits are limited to financial institutions with a rating of at least BBB. The Group has policies that limit the maximum amount of credit exposure to any one financial institution. Credit risk further arises in relation to financial guarantees given to certain parties (refer note 23c). Such guarantees are only provided in exceptional circumstances and are subject to specific Board approval. The credit quality of financial assets that are neither past due nor impaired, can be assessed by reference to historical information about counterparty defaults. To mitigate credit risk, management within each of the Group entities apply policies to assess and monitor the credit worthiness of customers and set appropriate credit limits for each customer, taking into account their financial positions, past experience and other factors pertaining to each industry segment. The maximum exposure to credit risk at the reporting date is the carrying amount of assets as stated in the statement of financial position. The following table summarises these assets: Cash and cash equivalents Term deposits Loans and receivables Long term equity investments Derivative financial instruments 2018 $’000 337,933 206,044 185,248 – – 729,225 2017 $’000 301,275 1,044 98,333 48,957 18,075 467,684 The loans and receivables balances as stated above reflect the recoverable value and are net of any impairments or provisions. Refer note 29 for further description on the impairment of receivables. The long term equity investments balance as stated above represents amounts that bank holds as security against short term debt. Refer note 23. 104 105 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Risk Management 20 c) Liquidity risk NOTE 20 FINANCIAL RISK MANAGEMENT (continued) 21 Liquidity risk is the risk that an entity is unable to meet its financial obligations as they fall due. Prudent liquidity risk management is adopted by the Group through maintaining sufficient cash and marketable securities, the ability to borrow funds from credit providers and to close-out market positions. The Group entities manage liquidity risk by continually monitoring forecast and actual cashflows and matching maturity profiles of financial assets and liabilities. Surplus funds are only invested in conservative financial instruments such as term deposits with major banks. Financing arrangements Details of existing financial arrangements are set out in note 23. d) Maturity of financial liabilities The Group has trade and other payables that are payable within 12 month and greater than 12 months. Trade and other payables classified as non-current relate to the purchase consideration for business acquisitions during the year. This non-current balance is calculated using the present value of the future expected cash flows. Details of non-current trade payables are set out in note 31. The Group’s interest bearing liabilities comprising finance leases payable is set out in note 23b. The Group’s maturity analysis for derivative financial instruments is set out in note 22. e) Cash flow and fair value interest rate risk The Group may from time to time have significant interest-bearing assets which are placed with reputable financial institutions for up to 12 months. The Group has treasury investment policies approved by each of the relevant entity’s Board which stipulates the maximum exposure to each financial institution. Significant changes in market interest rates may have an effect on the Group’s income and operating cash flows. Cash flow interest rate risk is managed by placing excess funds in at call deposits, term deposits and other fixed interest bearing assets. Refer to notes 13 and 14 for details. Based on the deposits held at reporting date, the sensitivity to a hypothetical 1% per annum increase or decrease in interest rates would increase/(decrease) after tax profit by $3.808 million (2017: $2.116 million). This scenario assumes all cash and term deposits at balance date continue to remain invested for the whole year. Investment properties are partly funded by borrowings. The long term borrowings incur interest at variable rates. The Group partially hedges its exposure to interest rate risk by using a derivative financial instrument, an interest rate swap, to effectively convert the variable interest rate facility into a fixed interest rate facility. Refer to note 23a for further details. The Parent Entity utilises short term bank financing. The balance at year-end was $nil (2017:$40.000 million). The debt is exposed to variable interest rates. Interest rate risk is minimised as the outstanding debt can be repaid by providing 30 day notice. NOTE 21 FAIR VALUE ESTIMATION Accounting policy – Fair value estimation The fair value of financial assets, financial liabilities and investment properties must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. The quoted market price used for financial assets and financial liabilities held by the Consolidated Entity is the last sale price. The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. The fair value of forward exchange contracts is determined using forward exchange market rates at the reporting date. The carrying value less estimated credit adjustments and impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. Fair value hierarchy Judgements and estimates are made in determining the fair values of assets and liabilities. To provide an indication of the reliability of the inputs used in determining fair value, the Group categories each asset and liability into one of the following three levels as prescribed by accounting standards: Level 1: Fair value is determined by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities as at the end of the reporting period. Level 2: Fair value is determined by using valuation techniques incorporating observable market data inputs. Level 3: Fair value is determined by using valuation techniques that rely on inputs that are not based on observable market data. Fair value measurements The following table presents the Group’s assets measured and recognised at fair value as at 31 July 2018 and 31 July 2017. 106 107 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Risk Management 21 NOTE 21 FAIR VALUE ESTIMATION (continued) 22 As at 31 July 2018 Financial assets Trading equities Long term equity investments Other financial assets – equity investments Non-financial assets Investment properties Total assets Financial liabilities Derivatives – Interest rate swaps Total liabilities As at 31 July 2017 Financial assets Trading equities Long term equity investments Other financial assets – equity investments Derivatives – Foreign exchange hedge Non-financial assets Investment properties Total assets Financial liabilities Derivatives – Foreign exchange hedge Total liabilities Note 11 11 11 12 11 11 11 22 12 22 Level 1 $’000 60,902 720,327 – – 781,229 Level 2 $’000 – – – – – – – 3,353 3,353 32,509 648,102 – – – 680,611 – – – – – 18,075 – 18,075 69 69 Level 3 $’000 9,028 11,971 17,571 158,254 196,824 – – 14,484 3 4,984 – 165,016 184,487 – – Total $’000 69,930 732,298 17,571 158,254 978,053 3,353 3,353 46,993 648,105 4,984 18,075 165,016 883,173 69 69 Level 3 Non-financial asset Refer to note 12b for further details on the valuation techniques used for investment properties. NOTE 22 DERIVATIVE FINANCIAL INSTRUMENTS Accounting policy – Derivative financial instruments Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subse- quently remeasured to their fair value at each reporting date. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates derivatives as hedges of highly probable forecast transactions (cash flow hedges). The Group documents at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability. When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. At reporting date the outstanding contractual receivables/payables at fair value are (AUD Equivalents): Current Assets – Forward exchange contracts Current Liabilites – Interest rate swaps – Forward foreign exchange contracts – Forward commodity price hedge contracts 2018 $’000 – 9 1,827 1,517 3,353 2017 $’000 18,075 69 – – 69 Fair value measurement The fair value measurement of forward exchange contracts are determined using forward exchange market rates at the reporting date. The fair value measurement of forward commodity price hedge contracts are determined using forward commodity pricing at the reporting date. The fair value of interest rate swaps is determined using forward interest rates at the reporting date. New Hope Corporation Limited and certain of its controlled entities are parties to derivative financial instruments in the normal course of business in order to hedge exposure to fluctuations in foreign currency exchange rates and commodity pricing. These instruments are used in accordance with the Group’s financial risk management policies. 108 109 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Risk Management 22 NOTE 22 DERIVATIVE FINANCIAL INSTRUMENTS (continued) Credit risk exposures of derivative financial instruments Credit risk arises from the potential failure of counterparties to meet their obligations under the respective contracts at maturity. A material exposure arises from forward exchange contracts and the Group is exposed to losses in the event that counterparties fail to deliver the contracted amount. At balance date $269.101 million (2017: $221.183 million) was receivable relating to forward foreign exchange contracts and $44.114 million (2017: $nil) relating to forward price hedge contracts (AUD equivalents). Refer to note 20 for additional information. At balance date the details of outstanding forward foreign exchange contracts are: Maturity 0 to 6 months 6 to 12 months Sell US dollars Buy Australian dollars Average exchange rate 2018 $’000 183,219 85,882 269,101 2017 $’000 221,183 – 221,183 2018 USD:AUD 0.75100 0.74520 2017 USD:AUD 0.73243 – At balance date the details of outstanding forward commodity price hedge contracts are: Maturity 0 to 6 months 6 to 12 months US dollars Revenue US dollars per tonne 2018 $’000 24,827 8,188 33,015 2017 $’000 – – – 2018 USD/t 103.44 102.35 2017 USD/t – – 23 NOTE 23 INTEREST BEARING LIABILITIES Accounting policy – Interest bearing liabilities Interest bearing liabilities are initially recognised at fair value, net of any transactions costs incurred. These balances are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the liability using the effective interest method. Interest bearing liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Lease liabilities Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. The property, plant and equipment acquired under finance leases is depreciated over the asset’s useful life or over the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the group will obtain ownership at the end of the lease term. Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight line basis over the period of the lease. Current Liabilities Equity finance loan (refer to note 23a) Short term borrowings (refer to note 23a) Lease liabilities (refer to note 23b) Non-Current Liabilities Long term borrowings (refer to note 23a) Lease liabilities (refer to note 23b) 2018 $’000 – 22,825 2,442 25,267 12,000 7,790 19,790 2017 $’000 40,000 – 2,356 42,356 22,825 10,232 33,057 110 111 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Risk Management 23 NOTE 23 Fair value disclosures INTEREST BEARING LIABILITIES (continued) The carrying value of financial liabilities as disclosed approximates their fair values. a) Borrowings Secured by assets pledged as security The total borrowings secured are as follows: Equity finance loan (i) Short term borrowings (iii) Long term borrowings (ii) 2018 $’000 – 22,825 12,000 34,825 2017 $’000 40,000 – 22,825 62,825 (i) During the year, the Parent Entity repaid its $40.000 million short term bank finance loan. Upon repayment of the bank finance loan, the owner- ship of certain long term equities (previously transferred to the bank as security for the $40.000 million bank finance loan) was transferred back to the Parent Entity. (ii) During the year, a subsidiary entered into a bank loan facility agreement for $12.00 million for a commercial property acquired in the prior year at Penrith. This loan was fully drawn from the first day of the loan. The loan is for a period of three years and has a variable market rate facility. The interest rate on this loan facility agreement is based on the bank bill swap bid rate, plus a line fee rate of 2.00% and an annual reset fee rate of 0.21%. The bank loan facility is secured by a first mortgage over this commercial property. (iii) On 23 October 2015, a subsidiary entered into a bank loan facility agreement for $22.825 million for the purpose of acquiring a commercial property at Pennant Hills. The loan was fully drawn from the first day of the loan. The loan was for a period of three years and is a variable rate facility. A three year interest rate swap agreement has also been established to manage the fluctuations in interest rates over the term of the facility. The interest rate for 50% of the loan facility is effectively fixed at 3.42% per annum. The variable rate at balance date was 1.970% per annum. The bank loan facility is secured by a first mortgage over this commercial property (refer note 12). The bank loan facility has expired and the Group repaid the bank loan. The Group reclassified the bank loan facility from long term borrowings to short term borrowings at 31 July 2018. b) Secured – finance lease liabilities Commitments in relation to finance leases are payable as follows: Within one year Later than one year but not later than five years Minimum finance lease Future finance charges The present value of finance lease liabilities is as follows: Current Non-current Recognised as a liability Secured liability 2018 $’000 2,767 8,120 10,887 (655) 10,232 2,442 7,790 10,232 2017 $’000 2,767 10,876 13,643 (1,055) 12,588 2,356 10,232 12,588 Lease liabilities are effectively secured as the rights to the leased assets recognised in the financial statements revert to the lessor in the event of default. No other assets are pledged as security for borrowings. c) Other financing arrangements The Consolidated Entity has access to bank overdraft and bank guarantee facilities as follows: Bank overdraft Total facility Used at balance date Unused at balance date Bank guarantees Total facilities Used at balance date Unused at balance date 2018 $’000 1,000 – 1,000 2017 $’000 1,000 – 1,000 214,510 (194,972) 19,538 146,703 (145,928) 775 Bank guarantees include: Unsecured facilities, for no fixed term and bear variable rates: i. Mining restoration and rehabilitation 153,457 111,360 The liability has been recognised by New Hope Corporation Limited in relation to its rehabilitation obligations. ii. Statutory Body suppliers No liability was recognised by New Hope Corporation Limited in relation to these guarantees as no losses are foreseen on these contingent liabilities with the exception of those identified in note 32 relating to the take or pay contracts of the Colton exploration project which have been recognised as onerous contract provisions. Secured, for no fixed term and bear variable rates: iii. Environmental bond The net present value of this liability has been recognised by Round Oak Minerals Pty Ltd (formerly CopperChem Limited) in relation to this guarantee. The guarantee has been provided by Washington H. Soul Pattinson and Company Limited (the Parent Entity). 30,803 34,651 16,413 5,279 200,673 151,290 112 113 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 24 Risk Management NOTE 24 CONTINGENT LIABILITIES Details and estimates of maximum amounts of contingent liabilities for which no provision is included in the accounts, are as follows: i. Undertakings and guarantees issued by a Controlled Entity’s bankers to the Department of Natural Resources and Mines, Statutory Power Authorities and various other entities ii. Undertakings and guarantees issued by a Controlled Entity’s bankers for stage 1 of the Wiggins Island Coal Export Terminal expansion project and expansion of rail facilities iii. Undertakings and guarantees issued by the bankers of the Bengalla Joint Venture (of which a Controlled Entity is a party) for rail and port suppliers 2018 $’000 2017 $’000 26,708 20,949 – 12,194 6,391 33,099 6,786 39,929 The contingent liabilities as described above are not secured by any charges on the Consolidated Entity’s assets. For contingent liabilities of the Parent Entity, refer to note 1c, page 66. For contingent liabilities relating to associates refer to note 10d, page 86. Fixed Assets NOTE 25 ASSETS CLASSIFIED AS HELD FOR SALE 25 Accounting policy – Assets classified as held for sale Buildings classified as held for sale during the financial year was measured at the lower of its carrying amount and fair value less cost to sell at the time of the reclassification. The two properties were previously included as part of property, plant and equipment. Current Assets Assets classified as held for sale at carrying amount 2018 $’000 1,407 2017 $’000 – On 22 August 2018, the Parent Entity completed the sale of its property at 160 Pitt Street, Sydney. The proceeds received from the sale of the property was $95.00 million and an after tax gain of approximately $67.95 million will be recognised in the 2019 financial year. 26 NOTE 26 PROPERTY, PLANT AND EQUIPMENT Accounting policy – Property, plant and equipment Freehold land is carried at the lower of cost and recoverable amount. Property, plant and equipment, (excluding investment properties, refer to note 12), are stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the assets. Cost may also include transfers from equity relating to any gains/ losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. The cost of self-constructed assets includes the cost of materials, direct labour, the initial estimate where relevant, of the cost of dismantling and removing the items and restoring the site under which they are located and an appropriate portion of production overhead. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the reporting period in which they are incurred. The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold land, is depreciated commencing from the time the asset is held ready for use. Depreciation is calculated so as to write off the cost of each item of property, plant and equipment during its expected economic life to the Consolidated Entity. Each item’s useful life has due regard both to its own physical life limitations and to present assessments of economically recoverable resources (when related to mining activities). Estimates of residual values and remaining useful lives are made on an annual basis. The straight line method is predominately used (Copper float and solvent extraction plants are depreciated on the units of production method). The expected useful life of plant and equipment is 4 to 20 years, buildings is 25 to 40 years and motor vehicles is 4 to 8 years. Land is not depreciated. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement. Accounting policy – Mine development costs, mining reserves and leases and oil producing assets Development expenditure incurred by the Group is accumulated separately for each area of interest in which economically recoverable mineral and oil resources have been identified to the satisfaction of the Directors. Direct development expenditure, pre-operating mine start-up costs, and an appropriate portion of related overhead expenditure are capitalised as mine development costs up until the relevant mine is in commercial production. Mining reserves, leases and mine development costs are amortised over the estimated productive life of each applicable mine on either a unit of production basis or years of operation basis, as appropriate. Amortisation commences when a mine commences commercial production. The cost of acquiring mineral reserves and mineral resources are capitalised in the statement of financial position as incurred. Oil producing assets are amortised on a unit of production basis. The method uses the actual costs of the asset to date plus all its projected future costs. Amortisation commences when an area of interest is ready for use. Impairment of non-current assets Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and its value in use. For the purposes of assessing impairment under value in use testing, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Annual assessments of impairments reversals are undertaken. All property, plant and equipment allocated to cash generating units (CGU’s) containing goodwill must be tested for impairment at the CGU level on an annual basis. Other property, plant and equipment assets must also be tested for impairment when impairment indicators are identified. 114 115 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Fixed Assets 26 NOTE 26 PROPERTY, PLANT AND EQUIPMENT (continued) Land $’000 Buildings $’000 Plant, fixtures, motor vehicles $’000 Oil producing assets $’000 Mining reserves and leases $’000 Mine develop- ment $’000 Total $’000 Non-current assets 2018 At 1 August 2017 Non-current assets 2017 At 1 August 2016 Land $’000 Buildings $’000 Plant, fixtures, motor vehicles $’000 Oil producing assets $’000 Mining reserves and leases $’000 Mine develop- ment $’000 Total $’000 Cost 163,915 51,820 972,075 149,537 663,841 163,348 2,164,536 Cost 167,955 48,779 972,612 120,782 663,841 143,234 2,117,203 Accumulated depreciation/ amortisation and impairment – (23,840) (506,984) (82,879) (65,086) (115,327) (794,116) Accumulated depreciation/ amortisation and impairment – (20,359) (489,019) (76,110) (39,529) (103,451) (728,468) Net book amount 163,915 27,980 465,091 66,658 598,755 48,021 1,370,420 Net book amount 167,955 28,420 483,593 44,672 624,312 39,783 1,388,735 Year ended 31 July 2018 Opening net book amount Acquisition of businesses Additions Mining restoration and rehabilitation Transfers (out)/in Disposal of assets Impairment of assets Depreciation/amortisation charge 163,915 1,217 4,341 – (3,319) (40) (567) 27,980 7,288 6,988 – 7,344 (20) – 465,091 26,445 108,174 – (15,195) (2,688) (3) 66,658 – 5,217 – 5,873 – – 598,755 – – – – – – 48,021 39,150 4,531 45,869 5,807 – – 1,370,420 74,100 129,251 45,869 510 (2,748) (570) Year ended 31 July 2017 Opening net book amount 167,955 28,420 483,593 44,672 624,312 39,783 1,388,735 Acquisition of businesses (refer Note 6) Additions Transfers (out)/in Disposal of assets Reversal of Impairment of assets Depreciation/amortisation charge – 1,786 (2,304) (3,522) – – – 343 2,372 (2,445) 525 – 58,597 (17,977) (3,726) 1,550 13,337 12,446 2,972 – – – – – – – – 780 16,137 – – 13,337 73,952 1,200 (9,693) 2,075 (1,235) (56,946) (6,769) (25,557) (8,679) (99,186) – (1,555) (51,079) (7,961) (28,239) (7,425) (96,259) Closing net book amount 163,915 27,980 465,091 66,658 598,755 48,021 1,370,420 Closing net book amount 165,547 48,025 530,745 69,787 570,516 135,953 1,520,573 At 31 July 2018 Cost Accumulated depreciation/ amortisation and impairment 166,114 73,420 1,088,811 160,627 663,841 258,705 2,411,518 At 31 July 2017 Cost Accumulated depreciation/ amortisation and impairment 163,915 51,820 972,075 149,537 663,841 163,348 2,164,536 – (23,840) (506,984) (82,879) (65,086) (115,327) (794,116) (567) (25,395) (558,066) (90,840) (93,325) (122,752) (890,945) Net book amount 163,915 27,980 465,091 66,658 598,755 48,021 1,370,420 Net book amount 165,547 48,025 530,745 69,787 570,516 135,953 1,520,573 Pledged assets Plant, fixtures and motor vehicles includes assets with a net book value of $10.232 million, which the Group is a lessee under a finance lease. Refer note 23 for details. Pledged assets Plant, fixtures and motor vehicles includes assets with a net book value of $12.588 million, which the Group is a lessee under a finance lease. Refer note 23 for details. Impairments of property plant and equipment During the year ended 31 July 2018, the impairment charges to property, plant and equipment was $0.570 million. In the prior year, there is an impairment reversal of $2.075 million. 116 117 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Notes to the Financial Statements Fixed Assets 26 NOTE 26 PROPERTY, PLANT AND EQUIPMENT (continued) Key estimates – impairment of non-current assets New Hope Corporation Limited – Queensland Mining Operations In accordance with accounting standards, New Hope Corporation Limited has completed an impairment assessment for its Queensland Mining Operations. Details of the assessment, the significant judgements and estimates, are as follows: Impairment assessment (a) All property, plant and equipment allocated to cash generating units (CGU’s) containing goodwill must be tested for impairment at the CGU level on an annual basis. Other property, plant and equipment assets must also be tested for impairment when impairment indicators are identified. Judgement is involved in assessing whether there are indicators of impairment of property, plant and equipment including in relation to the impact of events or changes in circumstances. For coal mining and oil production assets, key judgements include external factors such as forecast commodity prices and foreign exchange rates. Judgement is also required in relation to the estimation of coal and oil reserves and resources (refer (b) below for further information in relation to the estimation of coal reserves and resources). Where the recoverable amounts of New Hope Corporation Limited’s CGU’s are tested for impairment using analyses of discounted cash flows, the resulting valuations are also sensitive to changes in estimates of long-term commodity prices, production timing and recovery rates, exchange rates, operating costs, reserve and resource estimates, closure costs and discount rates. Estimates in respect of the timing of project expansions and the cost to complete asset construction are also critical to determining the recoverable amounts for cash-generating units (refer (c) below in relation to specific considerations related to New Acland Coal Stage 3 approvals). (b) Estimates of reserves and resources – Coal New Hope Corporation Limited estimates its coal reserves and resources based on information compiled by Competent Persons as defined in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves of December 2012 (the JORC code, which is produced by the Australasian Joint Ore Reserves Committee).The oil reserves and resources are equivalently calculated by appropriately qualified persons in accordance with the SPE Petroleum Reserves Management System (SPE-PRMS) published by the Society of Petroleum Engineers (updated June 2018). The estimation of reserves and resources requires judgment to interpret available geological data and then to select an appropriate mining method and establish an extraction schedule. It also requires assumptions about future commodity prices, exchange rates, production costs, recovery rates and discount rates and, in some instances, the renewal of mining licences. There are many uncertainties in the estimation process and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in coal reserves could have an impact on: the calculation of depreciation, amortisation and impairment charges; the timing of the payment of closedown and restoration costs; and the recovery of deferred tax assets. Changes in coal resources could have an impact on the recoverability of Exploration and evaluation costs capitalised. (c) New Acland Coal Stage 3 approvals A number of uncertainties associated with the approvals timeline and conditionality of the New Acland Coal Stage 3 project (NAC03) remain at 31 July 2018. Consistent with the position outlined in the financial report for the previous year ended 31 July 2017, and the half-year financial report for the period ended 31 January 2018, the significant delays in the approval process, which have the potential to delay the commencement of NAC03, have been assessed to be an indicator of potential impairment of the QLD coal mining operations CGU assets. In the financial report for the previous year ended 31 July 2017 it was disclosed that the Land Court hearing in relation to NAC03 was completed on 31 May 2017 with recommendations being made to the State Minister for Natural Resources and Mines (the Minister) to not grant the mining licences (“ML’s”) and the Department of Environment and Heritage Protection (“DEHP”) to not grant the amendment to the existing Environmental Authority (EA). Both the ML’s and the EA are required for the project to proceed. 118 Subsequent to 31 July 2017, the following matters are relevant: • Following the original decision of the Land Court to not recommend the granting of a mining lease for NAC03, on 14 February 2018, the Chief Executive of DEHP made a decision to refuse the application for amendment of the EA. New Hope Corporation commenced a Judicial Review process in respect to the Land Court recommenda- tions. The Judicial Review sought to address a number of concerns that New Hope Corporation Limited had about the Land Court process and resultant recommendations. The Judicial Review hearing commenced on 19 March 2018. The outcome of the Judicial Review was handed down by the Supreme Court of Queensland on 28 May 2018 in favour of New Acland. The key aspects of the Judicial Review orders were: • The decisions made by the Land Court on 31 May 2017 recommending rejection of the ML applications for NAC03, and for the refusal of the application for amendment of the EA, were set aside with effect from 31 May 2017; • The decision of the Chief Executive of DEHP to refuse the application for an amendment of the EA was set aside with effect from 14 February 2018; and • The recommendations of the Land Court in respect of water and intergenerational equity (as it relates to water) were held to be not relevant for consideration by the Land Court and that the matter of noise required further consideration by the Land Court. The resultant Land Court hearing is scheduled for 2 October 2018. The upcoming Land Court recommendation on noise may ultimately result in the Land Court recommending grant of the ML’s and EA. It is noted that an appeal of the Judicial Review decision has been commenced in the Supreme Court of Queensland. • • • • New Hope Corporation Limited has undertaken a thorough assessment regarding impairment as required under AASB 136 for the year ended 31 July 2018. New Hope Corporation Limited carefully considered the potential impact that recent developments in the legal and regulatory environment and the possibility of further delays in the approvals process would have on future cash flows. The fair value discounted cash flow models prepared for the CGU have confirmed the recoverable amount exceeds the carrying value. The updated models include assumptions relating to approval timelines and coal price as follows: (i) Extensions of approvals timeline The assessments assume that project approvals will be received in 2019 in the earliest instance, or in 2024 at the latest instance. (ii) Coal price assumptions Short term coal prices have improved since 31 July 2017. As a result the coal price range for assessments at 31 July 2018 is US$80 – US$124 per tonne (nominal basis). The long term pricing assumptions are in line with previous impairment assessments. Having due regard to all relevant information, New Hope has concluded that none of these matters, either individually or in aggregate, result in the recoverable amount for the CGU being below its carrying value. As a result of the impairment assessment undertaken there are no impairments required in relation to the assets of the Queensland mining operations CGU as at 31 July 2018. The carrying value of the Queensland Mining Operations CGU’s assets is set out below: Property, plant and equipment Land and buildings – mining Plant and equipment Mining reserves, leases and development assets Plant under construction Intangibles Software Exploration and evaluation Exploration and evaluation at cost Total carrying value 2018 $’000 55,509 107,981 3,977 50,978 2017 $’000 47,697 123,849 8,513 55,571 1,207 1,487 37,873 257,525 35,816 272,933 119 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Notes to the Financial Statements Fixed Assets 26 NOTE 26 PROPERTY, PLANT AND EQUIPMENT (continued) The Queensland coal mining CGU has taken or pay agreements for rail, port and water supply. The rail agreement is generally aligned to the recovery of Stage 2 coal while the port and water agreements are longer term. These arrangements are not of a sufficient amount to constitute a material impact on value unless approval delays extend beyond those currently foreseeable. The QLD coal mining CGU is a customer of the Port operations CGU of the Group. As such in the event that there are circumstances which further impact the coal mining operations this may be relevant to the value of those operations and will be a factor in any future impairment considerations. The carrying value of the Port operation CGU’s assets is set out below: Property, plant and equipment Land and buildings Plant and equipment Port development Plant under construction Intangibles Software Goodwill Total carrying value 2018 $’000 1,694 84,477 11,872 284 142 5,596 2017 $’000 1,790 92,654 7,384 929 115 5,596 104,065 108,468 The financial statements have been prepared on the basis that approvals are granted within a reasonable time period, and as a result, there is no significant impact on the value recoverable from the project and therefore the QLD coal mining CGU at 31 July 2018. Future events, such as the outcome of the Judicial Review appeal process, may impact upon this assumption and the recoverable value of the QLD coal mining operations CGU. In the event that future events have a negative impact on the recoverable value of the QLD coal mining operations CGU, the assets of that CGU may be subject to impairment. Determination of recoverable value – copper processing plant, equipment and capitalised mine development costs The assessment of recoverable value includes key estimates in relation to quantities of economically recoverable reserves and resources, resource grades and mine plans. These are based upon interpretations of geological models and other matters. It also requires key assumptions to be made regarding a number of factors including short and long-term exchange rates, short and long-term copper prices, future capital expenditure and working capital. Estimates are also required to be made in relation to the economic life of the plant and its residual value. Changes in these estimates and applying different assumptions may impact significantly the assessment of the recoverable value of the plant, equipment and capitalised mine development costs, as well as the amount of depreciation and amortisation charged to the income statement. The directors are satisfied that the estimates and assumptions made are based on observable and other supportable inputs and therefore that the impaired carrying value of the copper processing plant, equipment and capitalised mine development costs at 31 July 2018 is appropriate. 27 NOTE 27 EXPLORATION AND EVALUATION ASSETS Accounting policy – Exploration and evaluation assets Exploration, evaluation and relevant acquisition costs are accumulated separately for each area of interest for which a mining tenement is current. They are initially recognised at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching, sampling and an appropriate portion of related overhead expenditure. Costs are carried forward only if they relate to an area of interest for which rights of tenure are current and such costs are expected to be recouped through successful development and exploitation or from sale of the area. Exploration and evaluation expenditure which does not satisfy these criteria is written off. Where a decision is made to proceed to the development of a mine, the relevant exploration and evaluation costs for that area of interest are transferred to mine development (disclosed within Note 26 – Property, plant and equipment). Non-Current Assets Exploration and evaluation at cost Reconciliation Opening net book amount Additions Impairment (a) Transfers out Closing net book amount 2018 $’000 2017 $’000 310,798 418,582 418,582 30,378 (132,289) (5,873) 310,798 402,298 17,583 – (1,299) 418,582 (a) An impairment expense of $132.289 million relates to coal exploration assets, which are allocated to the energy cash generating unit for the purpose of assessing recoverable value. Refer to Note 26 for details of impairment testing. Exploration and evaluation assets includes New Hope Corporation Limited of $280.301 million (2017: $392.569 million) and Round Oak Minerals Pty Ltd (formerly CopperChem Limited) of $30.497 million (2017: $26.013 million). 120 121 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Fixed Assets 27 NOTE 27 EXPLORATION AND EVALUATION ASSETS (continued) Key Estimate Exploration and evaluation expenditure During the year, the controlled entities New Hope Corporation Limited and Round Oak Minerals Pty Ltd (formerly CopperChem Limited), capitalised various items of expenditure to exploration and evaluation assets. The relevant items of expenditure were deemed to be part of the capital cost of developing future mining operations, which would then be amortised over the useful life of the mine. The key judgement applied in considering whether the costs should be capitalised, is that costs are expected to be recovered through either successful development (through mining operations) or sale of the relevant mining interest. Factors that could impact the exploration and evaluation costs being transferred to future mine operations include the level of reserves and resources, changes in commodity prices and foreign exchange rates, future legal changes and any future technology changes. New Hope Corporation Limited (controlled entity) determined that an indicator of impairment existed as at balance date in respect of the Colton coal exploration project. The indicator arises from recently increased charges associated with access to WICET which were materially higher than those previously forecast and ongoing work regarding the assessment of JORC reserves position of this asset. As a result an impairment test has been undertaken and an impairment has been recognised for the year ended 31 July 2018. For the purposes of assessing impairment of the Colton exploration project, New Hope Corporation Limited has utilised the FVLCD method underpinned by a resource multiple. A resource multiple is considered the appropriate valuation methodology for an exploration asset of this type. The fair value methodology adopted is considered level 3 in the hierarchy due to the judgemental nature of the discounts applied to the resource multiples. Given the significant costs associated with access to WICET (which have increased significantly since the terminal commenced operations) New Hope Corporation Limited has determined that it is appropriate to discount recent transaction multiples to account for the onerous nature of the obligations to WICET. At the prevailing WICET costs New Hope Corporation Limited has determined that it is inappropriate to ascribe any value to the JORC resources and as a result a full impairment for the carrying value of the Colton assets of $132.860 million has been recognised as outlined below: Exploration and evaluation Property, plant and equipment Note 27 26 Carrying value $’000 132,289 571 132,860 Recoverable value $’000 Impairment loss $’000 – – – (132,289) (571) (132,860) 28 NOTE 28 INTANGIBLE ASSETS Accounting policy – Intangible assets Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates is included in the carrying amount of investments in associates. Goodwill is not amortised. Instead, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it may be impaired, and is carried at cost less accumulated impairment losses. Goodwill acquired is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cash generating units or group of cash generating units that are expected to benefit from the business combination in which the goodwill arose. Cash generating units are discussed in the impair- ment section below. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Water rights and mining information The Group benefits from water rights associated with its mining operations through the efficient and cost effec- tive operations of the mine. The value of exploration, pre-feasibility and feasibility costs necessary for regulatory, reporting and internal control purposes have been recognised as a mining information intangible asset. Software Software is stated at historical cost less applicable amortisation. Historical cost includes expenditure that is directly attributable to the acquisition of software. Amortisation is calculated so as to write off the cost of each item of software during its expected economic life to the Group. Other intangible assets Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Subsequent expenditure Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. Amortisation of intangible assets Amortisation is charged to the income statement on a straight line basis, unless otherwise stated, over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life are systematically tested for impairment at each balance date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives of intangibles are as follows: Class of intangible Goodwill, curriculum and brands Water rights and mining information Software Other intangible (includes brands and curriculum) Useful life Indefinite life Estimated life of mine 3 – 5 years Indefinite life Impairment Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if changes or circumstances indicate that they may be impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Refer to Note 26 for details on impairment testing. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Intangible assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Goodwill impairments are not reversible. Impairment losses for intangible assets are recognised in the income statement. 122 123 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Fixed Assets 28 NOTE 28 INTANGIBLE ASSETS (continued) Non-Current Assets At 1 August 2016 Cost Accumulated amortisation and impairment Net book amount Year ended 31 July 2017 Opening net book amount Additions Amortisation charged to the income statement (refer note 17) Transfers in Goodwill $’000 22,830 (4,157) 18,673 18,673 – – – Water rights $’000 6,560 (110) 6,450 6,450 – (262) – 34,900 (585) 34,315 34,315 – (1,396) – Closing net book amount 18,673 6,188 32,919 At 31 July 2017 Cost Accumulated amortisation and impairment Net book amount Year ended 31 July 2018 Opening net book amount Additions Asset acquired by purchase of businesses Amortisation charged to the income statement (refer note 17) Transfers in 22,830 (4,157) 18,673 18,673 – 7,921 – – 6,560 (372) 6,188 6,188 – – (262) – 34,900 (1,981) 32,919 32,919 909 – (1,396) – Mining informa- tion $’000 Other intangibles $’000 Software $’000 Total $’000 79,613 (19,135) 60,478 60,478 1,733 (2,284) 99 15,323 (14,283) 1,040 1,040 1,733 (626) 99 2,246 60,026 17,155 (14,909) 2,246 2,246 326 – (702) (55) 81,445 (21,419) 60,026 60,026 1,235 14,707 (2,360) (55) – – – – – – – – – – – – – 6,786 – – Closing net book amount 26,594 5,926 32,432 6,786 1,815 73,553 At 31 July 2018 Cost Accumulated amortisation and impairment Net book amount a) Recoverable amount of goodwill 30,751 (4,157) 26,594 6,560 (634) 5,926 35,809 (3,377) 32,432 6,786 – 6,786 17,426 (15,611) 1,815 97,332 (23,779) 73,553 Intangible assets, which have indefinite lives are allocated to the Group’s cash generating units (CGU’s) identified according to business segment and country of operation. 124 A segment-level summary of the goodwill allocation is presented below: Energy (i) Carrying amount of Goodwill Country of operation 2018 $’000 2017 $’000 Australia 18,098 18,098 Swimming pool owner and operator (iii) Goodwill acquired as part of business acquisition Australia 7,921 – Consulting (ii) Carrying amount of Goodwill Closing net book value Australia 575 26,594 575 18,673 The recoverable amount of the cash generating units for which goodwill has been allocated is determined based on the fair value less cost of disposal method. Assumptions and methodology applied to each cash-generating unit are as follows: (i) Energy The brought forward balance of goodwill relates to acquisitions by New Hope Corporation Limited, primarily Queensland Bulk Handling Pty Limited (goodwill of $5.596 million) and Northern Energy Corporation Limited (goodwill of $12.271 million). The recoverable amount of the cash-generating unit to which the Northern Energy Corporation Limited goodwill is attributable has been based on the fair value less cost of disposal method using a comparable resource transaction multiple multiplied by the resources attributable to this cash generating unit. This assessment is determined under Level 2 of the fair value hierarchy based on observable external market data for reserve and resources transaction multiples, rather than quoted prices (refer note 21 for an explanation on fair value hierarchy). Observable trans- actions included in the assessment of an appropriate multiple are comparable transactions in the last 4 years for Australian coal exploration projects with the same coal type as the cash-generating unit assets. The estimation of the resources used to determine the recoverable amount requires judgement and assumptions as detailed in Note 26. The recoverable amount of Queensland Bulk Handling Pty Limited cash generating units has been based on value in use calculations using discounted cash flow model. The future cash flows have been discounted using a post-tax rate of 9% (2017: 9%). (ii) Consulting Brought forward goodwill relates to obtaining control of Pitt Street Real Estate Partners Pty Limited. (iii) Swimming pool owner and operator On 2 February 2018, a subsidiary of the Parent Entity, WHSP Aquatic Achievers Pty Ltd, acquired 100% interest in the Aquatic Achievers business, a swimming pool owner and operator providing swimming programs. As a result of this acquisition, $7.921 million of goodwill has been recognised. In addition intangible assets comprising Aquatic Achievers brand of $1.429 million and curriculum of $5.357 million have been recognised. These intangible assets are all considered to have indefinite lives with no amortisation applied. The recoverable amount of the brand and curriculum were valued on royalty-based valuation method by applying royalty rates, based on observable transactions, to the swimming lesson revenue used on the profit forecasts to support the acquisition. The resulting income stream was used in the discounted cash flow model over a 5.5 year period at the post-tax discount rate of 13.2% per annum. Key Estimates Impairment of goodwill At each reporting date the Group considers the recoverable value of goodwill. Goodwill is allocated to cash-gen- erating units for which the recoverable value is determined. The recoverable value may be determined based on fair value less costs to sell and is estimated based on recent market transaction information. These calculations require the use of assumptions. 125 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Other Operating Assets and Liabilities 29 NOTE 29 TRADE AND OTHER RECEIVABLES Accounting policy – Trade and other receivables Trade receivables are recognised initially at fair value and subsequently at amortised cost, using the effective interest rate method, less provision for impairment. Trade receivables are due for settlement between 30 and 45 days from the date of recognition. Collectibility of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 to 45 days overdue) are considered indicators that the trade receivable is impaired. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of any impairment loss is recognised in the income statement. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited to the income statement. Measurement Loans and receivables are carried at amortised cost using the effective interest method. Current Assets Trade receivables Less impairment of receivables Loans to other parties – secured Other receivables Prepayments Total current receivables Non-current Assets Loans to others – secured Other receivables and prepayments Total non-current receivables 2018 $’000 87,551 – 87,551 6,051 31,310 6,811 2017 $’000 52,170 (5) 52,165 5,000 30,673 6,932 131,723 94,770 48,200 5,325 53,525 203 3,360 3,563 Credit, foreign exchange, fair value and interest rate risk Information about the Group’s exposure to these risks in relation to trade and other receivables is provided in note 20. The carrying value less impairment provisions of trade receivables are assumed to approximate their fair value. Trade receivables The balance at 31 July 2018 includes $77.763 million (2017: $39.502 million) relating to New Hope Corporation Limited. As at reporting date, trade receivables past due but not impaired were nil (2017: $nil). Loans to others – secured During the year, the Parent Entity, provided loans to external parties on commercial rates. The total balance of loans at 31 July 2018 was $54.251 million (2017: $5.203 million). These loans are secured under the terms of General Security Deeds. 30 NOTE 30 INVENTORIES Accounting policy – Inventory Inventories are measured at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate portion of variable and fixed overheads, the latter being allocated on the basis of normal operating capacity. 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. Current Assets Raw materials and stores – at cost Work in progress – at cost Finished goods – at cost Provision for obsolescence Inventory expense 2018 $’000 26,041 4,184 65,623 (2,612) 93,236 2017 $’000 27,115 14,314 38,539 – 79,968 Inventories recognised as an expense during the year ended 31 July 2018 amounted to $652.089 million (2017: $593.691 million). In the current year, write-down of inventory to net realisable value recognised as an expense during the year amounted $2.010 million (2017:$nil). 31 NOTE 31 TRADE AND OTHER PAYABLES Accounting policy – Trade and other payables Trade and other payables are stated at their amortised cost. These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. The amounts are unsecured and usually paid within 30 to 45 days of recognition. Non-current trade and other payables are stated at the present value of the future expected cash flows. These amounts are contractually due for settlement at least 12 months after the reporting date. Current Liabilities Trade and other payables Non-current Liabilities Trade and other payables (a) (a) Non-current liabilities relates to the purchase consideration in note 6. 2018 $’000 131,521 2017 $’000 80,866 30,033 – Current Liabilities Trade and other payables The balance at 31 July 2018 includes $78.753 million (2017: $65.289 million) relating to New Hope Corporation Limited. 126 127 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 32 Other Operating Assets and Liabilities NOTE 32 PROVISIONS Accounting policy – Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. i. Restoration, rehabilitation and environmental expenditure Provisions are raised for restoration, rehabilitation and environmental expenditure as soon as an obligation exists, with the cost being charged progressively to the income statement in respect of ongoing rehabilitation. Where the obligation relates to decommissioning of assets and restoring the sites on which they are located, the costs are carried forward in the value of the asset and amortised over its useful life. The obligations include profiling, stabilisation and revegetation of the completed area, with cost estimates based on current statutory requirements and current technology. ii. Employee entitlements Short-term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and vesting sick leave, expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability of annual leave and accumulating sick leave is recognised in the provision for employee benefits. All other short-term benefit obligations are presented as payables. Other long-term employee benefit obligations The liabilities for long service leave and annual leave which are not expected to be settled within 12 months after the end of the period in which the employees render the related service, are recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period based on national corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Current Liabilities Mining restoration and site rehabilitation (iii) Employee benefits (i) Onerous contracts (ii) Non-Current Liabilities Mining restoration and site rehabilitation (iii) Employment benefits (i) Other 2018 $’000 12,912 43,331 14,976 71,219 178,822 6,909 657 186,388 2017 $’000 8,487 36,858 – 45,345 105,279 7,174 320 112,773 (i) Employee benefits Current liabilities not expected to be settled within the next 12 months The current provision for employee benefits includes accrued annual leave, vested sick leave and long service leave for all unconditional settlements where employees have completed the required period of service and also those where employees are entitled to pro-rata payment in certain circumstances. The entire amount is presented as current, since the Group does not have an unconditional right to defer settlement. However, on past experi- ence, the Group does not expect all employees to take the full amount of accrued long service leave or require payment within the next 12 months. (ii) Onerous contracts The Group has recognised provisions for onerous contracts in relation to take or pay agreements associated with New Hope Corporation Limited’s Colton exploration project for $14.976 million. As outlined in Note 17, there has been an impairment of the assets of the Colton exploration project. It is considered that the recently increased charges associated with the WICET Agreement that were materially higher than previously forecast, have a material impact on the viability of that project. As such, the Group determined that the long term take or pay agreements associated with this project are onerous contracts. AASB 137 requires that a provision is recognised for the lowest unavoidable costs of an onerous contract. The lowest unavoidable cost is the lesser of: 4 All costs to fulfil the obligations under the contract; or 4 Any compensation or penalties from a failure to fulfill the contract. The Group has determined that the lowest unavoidable cost is represented by a failure to fulfill the contracts. The cost to the Group of failing to fulfill its obligations under the contracts is the value of the bank guarantees which have been provided as security against the contractual obligations. (iii) Mining restoration and site rehabilitation Movements in provision 2018 Carrying amount at beginning of year Provision arising on acquisition of businesses Provisions capitalised recognised/(written down) Provisions charged/(credited) to income statement Charged to income statement – unwinding of discount Carrying amount at end of year Disclosed as: Current liabilities Non-current liabilities Total provision for mining restoration and site rehabilitation 2018 $’000 113,766 17,381 49,584 7,464 3,539 191,734 12,912 178,822 191,734 2017 $’000 103,490 12,537 (4,179) (1,475) 3,393 113,766 8,487 105,279 113,766 Key Estimate Mining restoration and site rehabilitation The Group makes estimates about the future cost of rehabilitating tenements which are currently disturbed, based on legislative requirements and current costs. Cost estimates take into account past experience and expectations of future events that are expected to alter past experiences. Any changes to legislative requirements could have a significant impact on the expenditure required to restore these areas. 128 129 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 33 Other Notes NOTE 33 SHARE-BASED PAYMENTS Accounting policies – Share-based payments Share-based compensation benefits are provided to employees of Washington H. Soul Pattinson and Company Limited (the Parent Entity) and New Hope Corporation Limited via various employee incentive schemes. A summary of each scheme is provided below. The fair value of options and rights granted under each of these schemes is recognised as an employee benefits expense with a corresponding increase in the share-based payment reserve within equity. The fair value is measured at grant date and the total amount to be expensed is recognised over the period during which the employee becomes unconditionally entitled to the options and rights. The fair value of options and rights granted is based on the market price of the issuing company’s shares, adjusted to reflect any market perfor- mance conditions and the impact of any non-vesting conditions. Non-market vesting conditions are included in assumptions about the number of options and rights that are expected to become exercisable. At each reporting date, the entity revises its estimate of the number of options and rights that are expected to become exercisable. The employee benefits expense each period takes into account the most recent estimate. The impact of the revision to the original estimate, is recognised in profit or loss with a corresponding adjustment to equity. Washington H. Soul Pattinson and Company Limited – Long term incentive plan Washington H. Soul Pattinson and Company Limited (the Parent Entity) provides share based compensation benefits to its executive team and management team via a Long Term Incentive Plan (LTI plan) whereby rights to shares are granted for nil consideration. Rights are granted in accordance with the plan at the sole discretion of the Washington H. Soul Pattinson and Company Limited Board. Rights vest and automatically convert to ordinary shares in Washington H. Soul Pattinson and Company Limited following the satisfaction of the relevant performance and service conditions. Performance and service conditions applicable to each issue of rights are determined by the Board at the time of the grant. Rights granted under the plan carry no dividend or voting rights until they have vested and have been converted into shares in the Parent Entity. Detailed vesting conditions are set out in the Remuneration report. Refer to pages 30 to 50. The fair value of services received in return for performance rights granted is based on the fair value of the performance rights granted. The fair value of rights was independently determined by valuation specialists Lonergan Edwards & Associates Limited and was based on the market price of Washington H. Soul Pattinson and Company Limited’s shares at the grant date, with an adjustment made to take into account the vesting period, expected dividends during that period that will not be received by the participants and the probability that the market performance conditions will be met. Set out on the following page are the summaries of rights granted under the Parent Entity LTI plan: 130 Performance hurdle TSR Hurdle or Non TSR Hurdle Movement in number of performance rights granted Fair value at grant date Balance at start of year Granted during the year Vested Forfeited Balance at end of year Grant Date Vest Date Dec 2017 Dec 2017 Dec 2017 Dec 2017 Dec 2017 Dec 2017 Dec 2016 Dec 2016 Dec 2016 Dec 2016 Dec 2016 Dec 2016 Dec 2015 Dec 2015 Dec 2015 Dec 2015 Dec 2015 Dec 2015 Sep 2020 (Sep 2021)* Sep 2020 (Sep 2021)* Aug 2021 (Sep 2021)* Aug 2021 (Sep 2021)* Aug 2022 Aug 2022 Sep 2019 (Sep 2020)* Sep 2019 (Sep 2020)* Aug 2020 (Sep 2020)* Aug 2020 (Sep 2020)* Aug 2021 Aug 2021 Sep 2018 (Sep 2019)* Sep 2018 (Sep 2019)* Aug 2019 (Sep 2019)* Aug 2019 (Sep 2019)* Aug 2020 Aug 2020 Non–TSR TSR Non–TSR TSR Non–TSR TSR Non–TSR TSR Non–TSR TSR Non–TSR TSR Non–TSR TSR Non–TSR TSR Non–TSR TSR $7.70 $6.16 $7.70 $6.16 $7.70 $6.16 $13.10 $5.22 $13.10 $3.25 $13.10 $2.56 $13.86 $12.25 $13.86 $11.08 $13.86 $10.87 – – – – – – 12,717 12,716 7,630 7,630 5,086 5,086 14,198 14,197 8,518 8,518 5,679 5,679 44,164 44,164 26,498 26,497 17,666 17,666 – – – – – – – – – – – – 107,654 176,655 – – – – – – – – – – – – – – – – – – – (1,054) 43,110 (1,054) 43,110 (633) (633) (422) (422) – – – – – – – – – – – – 25,865 25,864 17,244 17,244 12,717 12,716 7,630 7,630 5,086 5,086 14,198 14,197 8,518 8,518 5,679 5,679 (4,218) 280,091 * Certain tranches of performance rights are subject to ‘re-testing dates’. Details of vesting conditions and performance hurdles are set out in the Remuneration report. Refer to pages 30 to 50. For the current year an expense of $1,525,132 (2017: $281,679) was recognised in the income statement for the rights issued under the Parent Entity LTI plan. The total fair value of the performance rights outstanding at year end was $2.356 million (2017: $1.161 million). New Hope Corporation Limited – Employee Share option and Performance rights share plans New Hope Corporation Limited provides share based compensation benefits to its employees via the New Hope Corporation Limited Employee Share Option Plan and the New Hope Corporation Limited Employee Performance Rights Share Plan (Rights plan). Membership of the Rights plan is open to those senior employees and those Directors of New Hope Corporation Limited, its subsidiaries and associated bodies corporate whom, the Directors believe have a significant role to play in the continued development of the Group’s activities. Detailed vesting conditions are set out in the Remuneration report. Refer to pages 30 to 50. Rights are granted for nil consideration. Rights will vest at the nominated vesting date and automatically convert to ordinary shares in New Hope Corporation Limited following the satisfaction of the relevant performance and service conditions. Service and performance conditions applicable to each issue of rights are determined by the New Hope Corporation Limited’s Board at the time of the grant. Total expense arising from rights issued under the New Hope Corporation Limited employee performance share rights plan during the financial year was $355,000 (2017: $309,000). The total fair value of the performance rights outstanding at year end was $3.234 million (2017: $1.760 million). Further details are provided in the published financial report of New Hope Corporation Limited for year ended 31 July 2018 (ASX code: NHC). 131 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 34 Other Notes NOTE 34 RELATED PARTIES a) Parent Entity The ultimate Parent Entity is Washington H. Soul Pattinson and Company Limited. b) Subsidiaries and Associates Interests in Subsidiaries and Associates are set out in note 3. c) Key management personnel compensation Short-term employee benefits Post-employment benefits Long-term employee benefits Termination benefits Share-based payments Key management personnel of the Consolidated Entity Key management personnel of the Parent Entity 2018 $’000 7,924 288 101 355 1,848 10,516 2017 $’000 7,068 297 112 – 581 8,058 2018 $’000 4,726 227 25 355 1,491 6,824 2017 $’000 4,494 238 69 – 273 5,074 Key management personnel remuneration has been included in the Remuneration Report section of the Directors’ Report on pages 30 to 50. d) Related parties transactions and balances Details of loans to and transactions with key management personnel are included in the Remuneration Report section of the Directors’ Report on page 50. In the prior year, the Parent Entity accepted deposits from Director and Director related parties on normal commercial terms and received fees for administering these funds. The Parent Entity incurred interest of $nil (2017: $775,682). On 31 July 2017, these deposits were transferred to a separate bank account and are held in trust for these Directors and their related parties. As the Parent Entity no longer has control over these funds, accordingly these funds are no longer included as a liability in the Group’s Statement of Financial Position. i. Subsidiaries Transactions between the Parent Entity and its subsidiaries and between subsidiaries are at normal commercial terms and conditions. Transactions consist of the transfer of funds for day to day financing, provision of consulting, management and advisory services, loans advanced and repaid, interest, dividend and rental payments. Transactions between members of the Group which are eliminated on consolidation are not disclosed in this note. ii. Associates Transactions with associates are at normal commercial terms and conditions. Transactions consist of the supply of pharmaceutical products to the Parent Entity, advisory, consulting, under- writing, management fees, and rent received from/paid to associates, loans advanced and repaid, interest and dividend payments. Summary of transactions Advisory, consulting, underwriting, management and other fees: – received by Parent Entity from associates – received by Parent Entity from Director related entities (refer below) – received by subsidiaries from associates – received by associates from subsidiaries – rent income received by Parent Entity from associate Purchases of pharmaceutical products from associate Interest income from associate Purchase of Barbara Copper Project from associate (capitalised) 2018 $’000 – – 780 – 24 3,902 1,423 – 2017 $’000 461 1,249 1,826 100 13 5,653 1,501 2,300 In the prior year, a controlled entity, Round Oak Minerals Pty Ltd (formerly CopperChem Limited) acquired the remaining 50% share of the Barbara Copper Project from an associate, Syndicated Metals Limited for $2.300 million. This asset is included within Exploration and Evaluation assets within the Group’s Statement of Financial Position. Loans to associates During the year, the Parent Entity provided a stand-by loan facility to TPI Enterprises Limited. The current facility limit is for $12.500 million. The amount owed at 31 July 2018 was $6.050 million (2017: $nil). Interest is charged at market rates. The facility matures on 31 August 2019. In the prior year, the Parent Entity converted a loan balance of $8.331 million owed from TPI Enterprises Limited to equity. All accrued interest was settled in cash. Interest was charged at market rates. Director related entities Transactions with Ampcontrol Limited Mr Robert G Westphal is a director of both Washington H. Soul Pattinson and Company Limited (WHSP) and Ampcontrol Limited (Ampcontrol). During the year, the Group provided a $24.426 million loan facility to Ampcontrol, an associate of Souls Private Equity Limited (SPEL), a controlled entity of WHSP. The loan facility is secured by registered mortgages over property plant and equipment of a subsidiary of Ampcontrol. The amount owed at 31 July 2018 was $24.000 million (2017: $nil). Interest is charged at 12% per annum. The loan facility matures in October 2019. Also during the year, Pitt Capital Partners Limited (PCP), a controlled entity of WHSP, entered into an agreement to assist Ampcontrol on its admission to the Australian Securities Exchange. At the date of this report no fees have been earned by PCP under this agreement. Transactions with URB Investments Limited (ASX: URB) Mr Warwick M. Negus is a director of both Washington H. Soul Pattinson and Company Limited (WHSP) and URB Investments Limited (URB). In the prior year, WHSP entered into agreements to acquire three investments properties within NSW (Kingsgrove, Penrith and Prestons). At the time of entering into these purchase agreements, WHSP also granted call options to URB. The call options provided URB the right to acquire a 49.9% interest in these properties. On exercise of these options, WHSP received from URB 49.9% of the total purchase price of the properties (including costs associated with the acquisitions) and $1.249 million of option fees. WHSP has retained 50.1% interest in each of these properties. WHSP and URB entered into a Co-investment agreement providing each entity with the right to co-invest in future investment property opportunities, which are identified by either party. 132 133 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Other Notes NOTE 35 COMMITMENTS FOR EXPENDITURE 35 a) Capital commitments Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows: Within one year Later than one year but not later than five years Later than five years Capital commitments include contracted management services for mining services, exploration permits and acquisition of property plant and equipment. b) Lease commitments: Group as lessee Operating leases Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: Within one year Later than one year but not later than five years Later than five years The Group leases port facilities and has a share in commitments for minimum lease payments relating to property, plant and equipment under non-cancellable operating leases expiring within five to ten years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. The Group leases office space and small items of office equipment under operating leases. For commitments relating to associates refer to note 10c. 2018 $’000 2017 $’000 63,914 74,334 5,936 144,184 15,716 – – 15,716 11,531 28,253 28,836 68,620 12,109 24,332 30,933 67,374 36 NOTE 36 OTHER ACCOUNTING POLICIES a) New accounting standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 31 July 2018 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations is set out below: i. AASB 15 Revenue from Contracts with Customers AASB 15 has been introduced for the recognition, measurement and disclosure for revenue from contracts with customers. This will replace AASB 118 Revenue which covers revenue arising from the sale of goods and the rendering of services and AASB 111 Construction Contracts which covers the allocation of contract revenue and contract costs to the reporting periods in which construction work is performed. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. The standard permits either a full retrospective or a modified retrospective approach for the adoption. Management has assessed the effects of applying the new standard on the Group’s financial statements and has identified that there are no areas with respect to recognition and measurement for current contracts with customers which will be affected. AASB 15 is mandatory for financial years commencing on or after 1 January 2018 and as such has an initial application date for the Group of 1 August 2018. The Group intends to adopt the standard using the modified retrospective approach which means that the cumulative impact of the adoption will be recognised in retained earnings as of the initial application date and that comparatives will not be restated. However, as there are no material contracts impacted by the new standard there will be no material adjustments required under the modified retrospective approach. ii. AASB 9 Financial Instruments AASB 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets. AASB 9 is mandatory for financial years commencing on or after 1 January 2018 and as such has an initial application date for the Group of 1 August 2018. The Group intends to apply the standard retrospectively. The Group has considered the adoption of AASB 9 and the major impact to the Consolidated Entity will be to the Group’s long term equity investments. Currently, changes in market value of these investments are recognised in the revaluation reserve. When an investment is disposed of, the gain or loss measured from the original cost are transferred from asset revaluation reserve to the income statement. Under the new standard, no gain or loss on the disposal of an investment would be recognised in the income statement and investments would no longer be subject to impairment reviews as all movements in market value are only recognised in the revaluation reserve. The Group’s equity investments are currently classified as trading equities, long term equity investments and other financial assets. Long term equity investments satisfy the conditions for presentation as fair value through other comprehensive income (FVOCI) and trading equities satisfy the conditions for presentation as fair value through profit or loss (FVTPL). The Group intends to make the irrevocable election on an equity by equity basis to apply either FVOCI or FVTPL from the date of initial application. There will be no impact on the Group’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the Group does not have any such liabilities. The new hedge accounting rules will align the accounting for hedging instruments more closely with the Group’s risk management practices. As a general rule, more hedge relationships might be eligible for hedge accounting, as the standard introduces a more principles based approach. The new standard also introduces expanded disclosure requirements and changes in presentation. These are expected to minimally change the nature and extent of the Group’s disclosures about its financial instruments particularly in the year of the adoption of the new standard. 134 135 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 36 Other Notes NOTE 36 OTHER ACCOUNTING POLICIES (CONTINUED) a) New accounting standards and interpretations not yet adopted (continued) iii. AASB 16 Leases AASB 16 replaces AASB 117. AASB 16 Leases will result in almost all leases of lessees being on Balance Sheet, with the distinction between operating and finance leases effectively removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised at the inception of the lease. The only exceptions are short-term and low value leases. The standard will affect primarily the accounting for the Group’s operating leases. As at balance date, the Group has non-cancellable operating lease commitment of $185.77 million, see notes 10c for associates commitments and note 35b for the Groups’ commitments. The Group considers that almost all of these will be recognised on Balance Sheet with only minor portions relating to payments for short-term and low value leases which will be recognised on a straight-line basis as an expense in profit or loss. AASB 16 is mandatory for financial years commencing on or after 1 January 2019 and the Group does not intend to adopt the standard before its effective date. As such, the date of first application will be 1 August 2019. The Group intends to apply the simplified transition approach and will not restate comparative amounts for the year ending 31 July 2019 upon initial adoption. iv. IFRS 2 Classification and Measurement of Share-based Payment Transactions The amendments provide classification with respect to accounting for cash-settled share based payment arrangements and withholding tax arrangements. The amendments are effective for the annual reporting period ending 31 July 2019 however will not have a significant impact on the Group. There are no other standards that are not yet effective and that are expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions. b) Foreign currency translation i. Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Australian dollars, which is Washington H. Soul Pattinson and Company Limited’s functional and presentation currency. ii. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such trans- actions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, differences on non-monetary assets and liabilities such as investments fair valued through profit and loss are recognised in the income statement, as part of the fair value gain or loss and translation differences on non-monetary assets, such as long term equity investments are included in the asset revaluation reserve in equity. iii. Group entities The results and financial position of all of the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: 4 assets and liabilities are translated at the closing rates at the reporting date; 4 income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and 4 all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences is reclassified to the income statement, as part of the gain or loss where applicable. c) Deferred stripping costs The Group does not recognise any deferred stripping costs. Based on the nature of the Group’s mining operations and the stripping ratio for the components of its operations, the recognition criteria of a deferred stripping asset are not satisfied. Further, it is anticipated that the operations will maintain a consistent stripping ratio at the component level and as such no overburden in advance should be recognised. In the event that a stripping campaign is undertaken in the future a deferred stripping asset will be recognised at that time and amortised in accordance with the requirements of Australian Interpretation 20. An asset will be recognised for stripping activity where the following criteria are met: 4 It is probable that the future economic benefit (improved access to the ore body) associated with the stripping activity will flow to the entity; 4 the entity can identify the component of the ore body for which access has been improved; and 4 the costs relating to the stripping activity associated with that component can be measured reliably. d) Leases Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and benefits incidental to the ownership of the asset are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight line basis over their estimated useful lives where it is likely that the Group will obtain ownership of the asset or over the term of lease. Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group, as lessee, are classified as operating leases. Payment made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease. e) Borrowing costs Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed. f ) Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing: 4 the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares; and 4 by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. 136 137 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 37 NOTE 37 REMUNERATION OF AUDITORS During the year, the following fees were paid or payable for services provided by the auditor. a) Audit Services Parent Entity and Consolidated entity Pitcher Partners Sydney for audit and review of financial reports and other audit work under the Corporations Act 2001 Other Group entities Pitcher Partners Sydney for audit and review of financial reports Other audit firms for the audit or review of financial reports Total remuneration for audit and review services b) Other services Pitcher Partners Sydney Tax compliance services Other services Other auditors of Group entities Other services Total remuneration for other services 2018 $’000 2017 $’000 333 222 444 999 116 6 74 196 306 158 475 939 96 – 24 120 Other Notes NOTE 36 OTHER ACCOUNTING POLICIES (continued) 36 f ) Earnings per share (continued) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: 4 the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and 4 the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. g) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST receivable or payable. The net amount of GST recoverable from, or payable to the ATO is included with other receivables or payables in the statement of financial position. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. h) Financial statement presentation The Group has attempted to improve the transparency of its reporting by adopting ‘plain English’ where possible. Key ‘plain English’ phrases and their equivalent AASB terminology are as follows: ‘Plain English’ terminology Share capital Trading equities Long term equity investments Equity accounted associates Term deposits AASB terminology Contributed equity Other financial assets at fair value through profit or loss Available for sale financial assets Investments accounted for using the equity method Held to maturity investments The accounting standards also require the presentation of a statement of comprehensive income which presents all items of recognised income and expenditure either in one statement or in two linked statements. The Group has elected to present two statements. 138 139 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 38 Other Notes NOTE 38 DEED OF CROSS GUARANTEE During 2012, Washington H. Soul Pattinson and Company Limited and Souls Private Equity Limited entered into a deed of cross guarantee under which each company guarantees the debts of the other. During 2013, Exco Resources Limited and its wholly-owned subsidiaries became party to this deed. Whilst party to this deed, wholly owned entities are relieved from the requirements to prepare a financial report and directors’ report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 issued by the Australian Securities and Investments Commission. The parties to this deed are referred to as the ‘Closed Group’. The effect of the deed is that each party to it has guaranteed to pay any deficiency in the event of the winding up of any of the entities in the Closed Group. On 15 June 2017, Exco Resources Limited and its wholly-owned subsidiaries left the Closed group by way of a Revocation Deed. i) Consolidated income statement, statement of comprehensive income and summary of movements in consolidated retained profits and consolidated statement of financial position for the members of the Closed Group Consolidated income statement – Closed Group Profit before income tax Income tax expense Profit after tax attributable to closed group Other comprehensive income – Closed Group Net movement in fair value of long term equity investments, net of tax Share of other comprehensive income movements, net of tax Total other comprehensive income/(loss) for the year, net of tax 2018 $’000 2017 $’000 478,514 (103,274) 375,240 2,290 4,094 6,384 331,267 (56,032) 275,235 (23,885) 4,420 (19,465) Total comprehensive income attributable to the closed group 381,624 255,770 Summary of movements in consolidated retained earnings – Closed Group Retained profits attributable to the closed group Retained profits at the beginning of the year Profit for the year Adjustment for companies transferred out of the Closed Group Dividends declared and paid 1,589,111 375,240 – (106,943) 1,401,250 275,235 15,619 (102,993) Retained profits at the end of the year 1,857,408 1,589,111 Consolidated statement of financial position – Closed Group Current assets Cash and cash equivalents Trade and other receivables Inventories Assets classified as held for sale Trading equities Total current assets Non-current assets Trade and other receivables Equity accounted associates Long term equity investments Other financial assets Property, plant and equipment Deferred tax assets Total non-current assets Total assets Current liabilities Trade and other payables Interest bearing liabilities Provisions Total current liabilities Non-current liabilities Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Retained profits Total equity 2018 $’000 42,066 35,869 – 1,407 69,930 2017 $’000 56,029 14,485 1,024 – 46,993 149,272 118,531 104,475 1,523,169 708,511 260,192 3,800 74,690 68,041 1,422,364 645,048 166,064 5,568 113,811 2,674,837 2,420,896 2,824,109 2,539,427 1,052 – 317 1,369 347,790 530 348,320 349,689 10,574 40,000 406 50,980 287,756 952 288,708 339,688 2,474,420 2,199,739 43,232 573,780 1,857,408 43,232 567,396 1,589,111 2,474,420 2,199,739 140 141 Notes to the Financial StatementsWashington H. Soul Pattinson and Company LimitedAnnual Report 2018 Directors’ Declaration In the opinion of the Directors of the Company: 1. the financial statements and notes, as set out on pages 54 to 141 are in accordance with the Corporations Act 2001, including: a) complying with Accounting Standards and the Corporations Regulations 2001; b) giving a true and fair view of the financial position as at 31 July 2018 and the performance for the year ended on that date of the consolidated entity; 2. 3. 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 Company and the wholly owned subsidiaries identified in Note 38 to the financial statements as being parties to a Deed of Cross Guarantee will be able to meet any obligations or liabilities to which they are, or may become subject to, by virtue of the Deed. The Basis of Preparation on page 61 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Board of Directors. R D Millner Director T J Barlow Managing Director Dated this 23rd day of October 2018. Independent Auditor’s Report Independent Auditor’s Report to the Members of Washington H. Soul Pattinson and Company Limited ABN 49 000 002 728 Report on the Financial Report Opinion We have audited the accompanying financial report of Washington H. Soul Pattinson and Company Limited “the Company” and its controlled entities “the Group”, which comprises the consolidated statement of financial position as at 31 July 2018, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory informa- tion and the Directors’ Declaration. In our opinion the financial report of the Group is in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the Group’s financial position as at 31 July 2018 and of its performance for the year then ended; and ii. complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis of Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibility for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants “the Code” that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the Directors of the Company on 22 October 2018, would be in the same terms if given to the Directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. An independent New South Wales Partnership. ABN 17 795 780 962 Level 22 MLC Centre, 19 Martin Place, Sydney NSW 2000 Liability limited by a scheme approved under Professional Standards Legislation Pitcher Partners is an association of independent firms Melbourne | Sydney | Perth | Adelaide | Brisbane | Newcastle An independent member of Baker Tilly International 142 143 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Independent Auditor’s Report Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How our audit addressed the key audit matter Consolidation and reliance on the work of other auditors Refer to Basis of consolidation The consolidated financial statements of the Group comprise the financial statements of Washington H. Soul Pattinson and Company Limited, its subsidiaries, and its share of results from equity accounted associates. This involves the reporting from subsidiaries and associates (“components”) and reliance is placed on the work of the auditors of those components. Given the number of associates and subsidiaries within the Group, and accounting complexities due to the transactions undertaken by the Group during the year, the key audit matter for us was whether the consolidation process had been accurately and completely performed by management. As a result we focused on: 4 identifying and understanding the significant components and the risks of material misstatement within them; 4 the assessment of each components’ compliance with Group accounting policies; and 4 the consolidation procedures (including consolidation journals and intercompany transactions) undertaken by management. Our procedures included, amongst others: 4 Providing instructions and questionnaires to component auditors and working with component auditors, to identify risks that are significant to the audit of the Group and to plan relevant audit procedures. 4 Reviewing investment movements during the year for consolidation/equity accounting impacts. 4 Enquiring of management about WHSP’s procedures in place for the identification of intercompany transactions. 4 Performing detailed testing of consolidation workpapers, journals and supporting documentation including reconciliations. 4 Testing the financial data used in the consolidation process for consistency with the financial data audited by component auditors. 4 Reviewing the financial reports of significant subsidiaries and associates. 4 Evaluating the accounting policies of subsidiaries for consistency with WHSP policies and the accounting standards. 4 Based on our assessment of risk, meeting with component auditors to discuss the outcome of their audit procedures and where necessary reviewing relevant component auditor workpapers. Valuation, existence and classification of other equity investments Refer to Note 11: Other Equity Investments and Note 17: Expenses Other equity investments is a significant asset in the consolidated statement of financial position, representing $819.8 million or 15.5% of total assets. There is significant focus in ensuring the underlying investments are valued appropriately and are owned at year end. The determination of the valuation of financial investments held at fair value, is based on a range of inputs, approximately 95% of the investments are level 1 and can be valued based on quoted prices in active markets. Where observable data is not available, for example, when determining the valuation of unlisted investments, estimates must be developed based on the most appropriate source data and are subject to a higher level of judgement. Our procedures included, amongst others: 4 Obtaining an understanding, evaluating and testing relevant controls surrounding investment purchases and disposals. 4 Confirming the proper recording and ownership of investments. 4 Verifying the valuation of the total listed investment portfolio at balance date by reference to external sources. 4 Reviewing management’s analysis of the investments for indicators of impairment and assessing the reasonableness of the judgements and estimates of impairments made by reference to market and specific entity conditions. 4 Verifying the mathematical accuracy of the impairment expense recognised in the financial report. Directors’ Responsibility for the Financial Report The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: 4 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. 4 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 Group’s internal control. 4 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. 4 Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. 4 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. 4 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. 144 145 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Independent Auditor’s Report From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. ASX Additional Information Other information Distribution of Equity Securities as at 1 October 2018 The Directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 31 July 2018, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 30 to 50 of the Directors’ Report for the year ended 31 July 2018. In our opinion, the Remuneration Report of Washington H. Soul Pattinson and Company Limited, for the year ended 31 July 2018, 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. . J Gavljak Partner 23 October 2018 Pitcher Partners Sydney 146 Size of Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over TOTAL Holding less than a marketable parcel Top 20 Shareholders as at 1 October 2018 1 2 3 4 5 6 7 8 9 10 11 12 13 Brickworks Limited HSBC Custody Nominees (Australia) Limited Milton Corporation Limited J S Millner Holdings Pty Limited Dixson Trust Pty Limited J P Morgan Nominees Australia Limited T G Millner Holdings Pty Limited National Nominees Limited Hexham Holdings Pty Limited Argo Investments Limited Citicorp Nominees Pty Limited Australian Foundation Investment Company Limited Dixson Trust Pty Limited (A/C No 1) 14 Mary Millner Holdings Pty Limited 15 16 Diversified United Investment Limited Farjoy Pty Ltd 17 Mr Geoffrey Edward Marshall 18 Australian United Investment Company Limited 19 Millane Pty Limited 20 Tyneside Pty Limited Number of Holders Ordinary Shares Performance Rights 10,873 5,923 1,149 911 84 18,940 219 – – 2 2 1 5 Ordinary Shares Held % of Issued shares 102,257,830 12,135,320 9,174,640 8,847,859 8,611,540 7,363,088 3,441,051 3,107,566 2,983,127 2,182,606 2,023,907 1,708,571 1,158,190 1,156,860 1,100,000 1,091,003 1,050,612 1,000,000 887,990 870,080 42.72 5.07 3.83 3.70 3.60 3.08 1.44 1.30 1.25 0.91 0.85 0.71 0.48 0.48 0.46 0.46 0.44 0.42 0.37 0.36 147 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 ASX Additional Information Substantial Shareholders as at 1 October 2018 As disclosed in notices received by the Company. Brickworks Limited and its subsidiaries Mr Robert Dobson Millner Mr Thomas Charles Dobson Millner Ordinary Shares Held % of Issued Shares Notice Received 102,257,830 19,921,975 17,211,350 42.72 8.32 7.19 18 Nov 2013 3 Mar 2014 3 Mar 2014 17,195,965 of the above ordinary shares in which Mr R Millner and Mr T Millner have an interest relate to holdings by the same entities. For further details refer to the notices lodged on 3 March 2014 on the ASX announcements list for WHSP (ASX code: SOL). Unquoted Equity Securities As at 1 October 2018 the Company had the following unquoted equity securities on issue. Performance Rights – issued under the Long-term Incentive Plan 280,091 5 Number of Rights Number of Holders Voting Rights Ordinary shares: (a) on a show of hands, each member has one vote; (b) subject to section 250L(4) of the Corporations Act 2001, on a poll each member has: (i) (ii) for each fully paid share held by the member, one vote; and for each partly-paid share held by the member, a fraction of a vote equivalent to the proportion which the amount paid (not credited nor paid in advance of a call) is of the total amounts paid and payable (excluding amounts credited) for the share. Performance Rights: No voting rights. Australian Securities Exchange Listing Washington H. Soul Pattinson and Company Limited ordinary shares are listed on the Australian Securities Exchange under the ASX Code: SOL. 148 Designed and Produced by APM Graphics Management > 1800 806 930 Washington H. Soul Pattinson and Company LimitedAnnual Report 2018 Registered Office Level 1, 160 Pitt Street Mall, Sydney NSW 2000 Telephone: (02) 9232 7166 Facsimile: (02) 9233 1025 www.whsp.com.au Share Register Advanced Share Registry Limited 110 Stirling Highway, Nedlands WA 6009 Telephone: 1300 113 258 or +61 8 9389 8033 (outside Australia) Facsimile: (08) 9262 372 or +61 8 9262 3723 (outside Australia) www.advancedshare.com.au Auditors Pitcher Partners Sydney Level 22, 19 Martin Place, Sydney NSW 2000 GPO Box 1615, Sydney NSW 2001 Telephone: (02) 8236 7700 Facsimile: (02) 9233 4636 Washington H. Soul Pattinson and Company Limited ABN 49 000 002 728 ASX Code: SOL