System1 Annual Report 2014

Plain-text annual report

ANNUAL REPORT 2014 CONTENTS Brief Proﬁ le of Steamships Trading Company Limited . . . 2 Financial Highlights . . . . . . . . . . . . . . . . . . . . 4 Chairman’s Report . . . . . . . . . . . . . . . . . . . . . 6 Directors’ Review . . . . . . . . . . . . . . . . . . . . . 7 Review of Operations - LOGISTICS . . . . . . . . . . . . 8 Steamships Coastal Shipping & Stevedoring . . . . . 8 Consort Express Lines . . . . . . . . . . . . . . . . 9 Paciﬁ c Towing . . . . . . . . . . . . . . . . . . . 10 East West Transport . . . . . . . . . . . . . . . . 10 Review of Operations - PROPERTY . . . . . . . . . . . 11 Coral Sea Hotels . . . . . . . . . . . . . . . . . . 11 Paciﬁ c Palms Property . . . . . . . . . . . . . . . 12 Review of Operations - COMMERCIAL . . . . . . . . . 13 Laga Industries . . . . . . . . . . . . . . . . . . . 13 Colgate Palmolive . . . . . . . . . . . . . . . . . 13 Sustainability . . . . . . . . . . . . . . . . . . . . . . . 14 Corporate Governance . . . . . . . . . . . . . . . . . . 14 Financial Section . . . . . . . . . . . . . . . . . . . . . 15 Statements of Comprehensive Income . . . . . . . 16 Statement of Changes in Equity . . . . . . . . . . 17 Balance Sheets . . . . . . . . . . . . . . . . . . . 18 Statements of Cash Flows . . . . . . . . . . . . . 19 Notes to the Financial Statements . . . . . . . . . 20 Independent Auditor’s Report . . . . . . . . . . . 52 Directors’ Report . . . . . . . . . . . . . . . . . . 54 Stock Exchange Information . . . . . . . . . . . . 58 Company Directory . . . . . . . . . . . . . . . . . . . 59 Steamships Annual Report 2014 1 Steamships Annual Report 2014 1 BRIEF PROFILE OF STEAMSHIPS TRADING COMPANY LTD Steamships Trading Company Limited (Steamships) has a long history in Papua New Guinea and is one of the country’s leading businesses. Today Steamships is a well-established business conglomerate with diverse commercial interests and listings on both the Australian and Port Moresby Stock Exchanges. Steamships has a vision to build a valuable and proﬁ table business that is widely respected as being the best group to work for and with which to do business. Integral to this vision are the following business strategies: • • • • • The long-term development of a diversiﬁ ed range of businesses in which shareholder value can be created, Employment of staff who we believe will further our strategic objectives and will be committed to the Group for the long term and providing them with rewarding careers, Operational excellence in the way we conduct our business, Doing business in a sustainable manner, and Commitment to the highest standards of corporate governance. The Group employs just over 4,000 PNG citizens and non-citizens in 8 diverse divisions grouped under the 3 operating categories of Logistics, Property and Commercial. Steamships core values include the following: • • • Integrity – Taking the more ethical and honest path; honouring our commitments and delivering on our promises; creating a bond of trust that sustains relationships with our staff, customers, shareholders, business partners and the communities in which we do business. Excellence – Our customers and colleagues expect us to deliver high quality goods and services. If something is to be done, we believe it should be done in the best possible way. Humility – We believe in the need to respect and to learn from others. To do this we must be aware of our own limitations and to seek to understand other perspectives. Humility guides our approach to colleagues, customers and partners. This does not mean that we lack self-conﬁ dence but that we act with humble pride. Continuity – We take a long term view. We grow our business sustainably and create enduring value that earns the respect of our customers, our staff, our communities and our shareholders. Customer Focus – Our customers are the ﬁ nal judges of our success or failure. We understand and respond to the needs of our customers. Safety – We prioritise safety awareness and compliance to ensure our business operations are conducted safely. People Development – We value a working environment that fosters innovation and encourages personal development and learning. • • • • Steamships is aware of its pre-eminent position in the community and its responsibility to serve that community. The Group continues to be one of PNG’s largest private sector employers and one of the largest supporters of community initiatives in education, health, environment and social welfare. Steamships ensures that core sustainability concepts are embedded in its business models and systems. The Group is wholly aware that its business goals cannot be achieved unless this is the case. Steamships cannot succeed without the engagement and support of the people it employs, the loyalty of and satisfaction of its customers, the local communities and the environment in which it operates. Ninety-six years on, Steamships is still showing it has the resources and capacity, vision and capability to meet the dynamic needs of a growing country. 2 Steamships Annual Report 2014 BRIEF PROFILE OF STEAMSHIPS TRADING COMPANY LTD STEAMSHIPS’ ORGANISATIONAL STRUCTURE STEAMSHIPS HEAD OFFICE LOGISTICS PROPERTY COMMERCIAL Steamships Shipping Coral Sea Hotels Datec* - Coastal Shipping Paciﬁ c Palms Property Laga Industries - Joint Venture Stevedoring Consort Express Lines East West Transport Paciﬁ c Towing * Sold 31 July 2014 ** Joint Venture Colgate-Palmolive** Steamships Annual Report 2014 3 FINANCIAL HIGHLIGHTS 2014 FINANCIAL HIGHLIGHTS Revenue (including discontinued operations) Proﬁ t attributable to shareholders Cash generated from operations Net cash inﬂ ow/(outﬂ ow) before ﬁ nancing Shareholders’ funds External Borrowings Earnings per share Dividends per share Shareholders’ funds per share 2014 K’000 941,708 88,655 222,512 13,193 735,964 700,883 286 140 2,373 2013 K’000 930,934 114,011 237,638 (73,984) 713,977 640,284 368 185 2,303 Underlying proﬁ t attributable to shareholders Underlying earnings per share 108,808 351 128,367 414 Gearing ratio Interest cover Dividend cover 47.8% 5.8 2.0 46.5% 7.4 2.0 Change % 1% -22% -6% 118% 3% 9% -22% -24% 3% -15% -15% 3% -22% 3% 4 Steamships Annual Report 2014 SUMMARY OF PAST PEFORMANCE 2005 K’000 2006 K’000 2007 K’000 2008 K’000 2009 K’000 2010 K’000 2011 K’000 2012 K’000 2013 K’000 2014 K’000 FINANCIAL HIGHLIGHTS INCOME STATEMENT (including discontinued operations) Revenue Proﬁ t before tax Share of associates proﬁ t Income tax expense Minority interests Net proﬁ t attributable to shareholders Depreciation transfer Equity adjustment Dividends paid or provided Earnings retained this year 363,565 333,966 404,592 91,208 53,502 45,434 15,029 15,115 13,389 (27,869) (18,357) (16,589) (4,211) (2,781) (2,026) 74,157 47,479 40,208 1,467 1,467 1,467 0 0 0 (38,760) (31,008) (20,157) 36,864 17,938 21,518 930,934 941,708 462,972 495,976 789,918 920,357 986,310 79,747 134,789 111,615 120,602 180,834 233,967 265,574 3,843 9,697 13,859 11,416 16,837 14,188 16,732 (14,042) (38,487) (67,727) (81,414) (53,935) (32,808) (34,637) (11,490) (6,137) (5,418) 38,609 (21,838) (20,648) (21,870) 88,655 96,560 116,445 158,261 177,700 114,011 90,226 0 0 (1,061) 159 0 (8,994) 0 0 (57,365) (43,411) 45,244 47,652 0 0 (45,272) (45,272) 51,288 45,113 0 0 (58,916) (88,373) 89,327 98,284 0 0 (31,008) 85,437 Underlying proﬁ t attributable to shareholders BALANCE SHEET SHARE CAPITAL & RESERVES Issued Capital Retained Earnings Shareholders’ funds Minority Shareholder’s Interest EQUITY Fixed Assets / Investment Properties Investments in Associated Companies Future Income Tax Beneﬁ t Goodwill Current assets TOTAL ASSETS Current Liabilities Non-Current Liabilities TOTAL LIABILITIES 28,696 35,067 49,926 67,770 85,120 113,597 153,566 156,213 128,367 108,808 24,200 24,200 24,200 302,595 353,883 428,157 554,349 652,978 24,200 24,200 24,200 24,200 24,200 196,161 218,833 254,230 689,777 711,764 220,361 243,033 278,430 326,795 378,083 452,357 578,549 677,178 713,977 735,964 30,773 230,417 254,127 292,114 345,131 421,937 515,208 653,914 761,500 736,884 766,737 24,200 62,851 75,365 10,056 24,200 18,336 43,854 11,094 13,684 84,322 22,907 193,639 227,773 263,276 22,225 16,839 10,572 5,358 12,944 24,207 3,568 3,068 3,568 98,006 137,623 98,588 353,261 664,196 786,510 938,709 1,023,861 1,066,393 1,115,123 33,193 28,445 33,337 31,471 33,521 0 4,150 21,081 93,617 80,491 17,183 7,578 352,549 366,479 330,074 359,130 432,050 552,834 910,103 1,122,595 1,283,971 1,491,651 1,565,111 1,628,807 38,687 15,416 0 9,282 17,183 17,183 154,508 203,480 294,203 299,634 411,920 17,939 7,305 17,183 90,867 8,790 98,517 134,941 4,995 6,486 230,390 190,621 597,837 671,449 99,657 105,003 139,936 207,703 488,166 607,386 630,057 730,151 828,227 862,070 122,562 236,847 273,055 283,445 370,396 85,141 251,319 334,331 346,612 359,755 NET ASSETS 230,417 254,127 292,114 345,131 421,937 515,208 653,914 761,500 736,884 766,737 RATIOS Current assets to current liabilities Borrowings to shareholders funds Gearing Tangible net asset backing per share (toea) Net proﬁ t to revenue % Net proﬁ t to shareholders’ funds % Underlying proﬁ t to shareholders’ funds % Dividends per share (toea) EPS (toea) Underlying EPS (toea) Earnings retained % 1.08 13.7% 11.6% 7.33 10.9% 18.2% 13.0% 65 130 93 53.5% 0.99 10.6% 9.2% 8.08 14.1% 19.5% 14.4% 100 153 113 37.8% 1.02 13.6% 11.5% 9.31 18.2% 26.6% 17.9% 125 239 161 49.7% 1.26 34.8% 24.8% 10.89 19.4% 27.6% 20.7% 146 291 219 50.0% 0.86 89.1% 44.4% 13.05 19.3% 25.5% 22.5% 146 311 275 53.1% 1.08 89.7% 44.0% 16.06 14.5% 25.7% 25.1% 100 376 366 73.4% 1.06 70.1% 38.3% 20.53 16.9% 27.4% 26.5% 190 510 495 62.1% 1.11 72.6% 39.2% 24.00 17.1% 26.2% 23.1% 285 573 504 50.3% 1.53 89.7% 46.5% 20.75 12.2% 16.0% 18.0% 185 368 414 41.8% 1.92 95.2% 47.8% 22.13 9.4% 12.0% 14.8% 140 286 351 51.0% Notes Earnings per share = proﬁ t attributable to shareholders / average shares in issue Gearing = debt / debt plus equity Interest cover = earnings before interest and tax / net ﬁ nance charge Dividend cover = proﬁ t attributable to shareholders / total dividend paid and provided Steamships Annual Report 2014 5 CHAIRMAN’S REPORT Trading conditions slowed as anticipated in 2014 as the stimulus provided by the construction phase of the LNG project came to an end. Weaker agricultural commodity prices and the stronger Kina also took their toll on the non-resource sector of the economy which supports the vast majority of Papua New Guinea’s citizens. The mid-year intervention by the Bank of Papua New Guinea added unwelcome disruption and uncertainty to foreign currency transactions and created an additional cost burden for much of the business community. The sale of Datec was completed in 2014. The potential of this information technology and communications service provider was considered to be more readily realisable if aligned with a telecoms provider in an industry that is increasingly communications dependent. Datec was a good business for Steamships but should better realise its potential with its new owner, Telikom. Steamships continued to invest signiﬁ cantly in 2014 (Kina 201.3 million) as several large property projects were completed and vessels delivered. The pace of investment will be decelerated in the short term as the economic downturn is digested but Steamships will remain vigilant to identifying opportunities that could arise during this period. The recent collapse in oil and gas prices will bring uncertainty and possible delays to anticipated projects but the quality of PNG resources should mean that it a question of when not if development will commence. Steamships remains conﬁ dent in the longer term prospects for the PNG economy. In the short term a degree of caution will be exercised and disciplines applied that have assisted Steamships over 96 years to navigate the occasional bumpy road on PNG’s journey of development. Steamships will continue to invest in the training and development of its staff despite the slowdown. We intend to be well positioned for when the economy regathers steam and our team can continue to grow Steamships. I thank all our staff for their commitment and hard work which have been and will remain critical to the success of Steamships. GL Cundle Chairman March 2015 The logistics businesses; Consort, Steamships Shipping, East West Transport and Paciﬁ c Towing are early barometers of PNG’s economic health with their exposure to trade ﬂ ows and resource sector development. 2014 experienced slowing activity levels and the critical focus for 2015 will be on reducing structural costs to enhance competitiveness. Investment in ﬂ eet retonnaging was signiﬁ cant in 2014 and the modern tonnage will improve cost efﬁ ciency and reliability. Consort continued to suffer from severe congestion delays in Lae but the welcome completion of the ﬁ rst stage of the Lae Tidal Basin should remove this infrastructure bottleneck in 2015. In recent years Paciﬁ c Palms Property has increasingly focused investment upon developments of scale and quality in good strategic locations. These attributes should position the business to ride out the stresses created by over-supply in some property sectors in Port Moresby. Windward West, Waigani Central, Kittyhawk Industrial Complex, the Madang retail centre and SVS supermarket in Lae were all completed during 2014 and fully tenanted upon opening. Coral Sea Hotels has and will continue to invest signiﬁ cantly in the upgrade of its product and the service standards of its staff to better attract and retain custom in an increasingly competitive market. Yields were managed to ensure room occupancy rates were maintained despite the entry of new room capacity in the Port Moresby and Lae markets. The Division has expansion plans to meet anticipated demand growth, especially for leisure dining, as disposable incomes are expected to increase over the medium term. Management of the transition of Laga from a manufacturer of a variety of consumer goods to a business more focused upon ice cream manufacturing, sales and distribution has been a challenge. New management will be applying a more disciplined and structured approach to delivering the basics in a more reliable manner. Investment in a doubling of freezer and manufacturing capacity reﬂ ects the commitment to the potential of the ice cream business. 6 Steamships Annual Report 2014 DIRECTORS’ REVIEW The Directors of Steamships advise a proﬁ t after tax and minority interests of K88.7 million for the 12 months to December 2014, compared to a proﬁ t of K114.0 million (restated) for the same period in 2013 (a 22.2% reduction). Sales of K941.7 million have increased by 1.2% against 2013 sales of K930.9 million. Depreciation in 2014 was K106.9 million (excluding impairments) against K106.7 million in 2013, and interest on borrowings (excluding capitalised interest) was K28.9 million against K17.8 million in 2013. Capital expenditure for the 12 months was K201.3 million (with capitalised interest of K4.9million) against K224.7 million (with capitalised interest of K16.5 million) in 2013. A ﬁ nal dividend of 60 toea per share has been proposed and will be paid following approval at the company’s annual general meeting on the 26th of May 2015. This brings the total dividend for the year to 140 toea per share (2013; 185 toea per share). As allowed by IFRS 3, the 2013 comparative results have been restated to include an adjustment of K3.0 million to reduce the equity gain on assuming control of Paciﬁ c Towing; this is as a result of a reassessment of the estimated fair value associated with outstanding salvage jobs at the point of gaining control. As reported to the Stock Exchange on the 16th February 2015, East West Transport implemented a decision to exit its operations on the Highlands Highway given an unsustainable operation. This together with a number of other impairments, netted off by a gain on the sale of Datec (PNG) Limited in July 2014, sees an adjusted underlying proﬁ t attributable to shareholders of K108.8 million as compared to a K128.4 million for the same period in 2013 (a 15.2% decline). Steamships Annual Report 2014 7 REVIEW OF OPERATIONS - LOGISTICS STEAMSHIPS COASTAL SHIPPING & STEVEDORING Steamships has been a leader in coastal shipping in PNG since 1919. Through its Steamships Shipping division, the Group today operates a ﬂ eet of 16 coastal vessels. Designed for shallow water and river passage, their safety and technical speciﬁ cations are maintained to international standards. The ﬂ eet includes landing craft, bulk carriers, tankers, tugs and barges. While the Division specialises in river shipping, it also has vessels fully certiﬁ ed for international trading, which regularly operate charters to Australia. Steamships Shipping provides short and long term vessel charters, as well as reliable scheduled cargo liner services to the shores and rivers of the Gulf of Papua. It also develops, implements and supports intermodal logistics solutions linked to land based services such as road transport, cargo handling, storage, agencies, customs clearance, lay down areas and warehousing. In addition to owning vessels, Steamships JV Stevedoring businesses offer a full range of stevedoring and handling facilities. They operate in the ports of Port Moresby, Lae, Oro, Madang, Kimbe, Kavieng and Kiunga. With a ﬂ eet of specialist equipment the businesses handle all types of containers, as well as project cargo, break-bulk, RO-RO, LO-LO and grains. Local trucking businesses are also operated at several locations. The stevedoring companies are joint ventures between Steamships Shipping and local landowner groups at the respective ports. Each joint venture employs a local workforce and is structured in a manner so that earnings are able to ﬁ lter back into the community. A disappointing year as demand for landing craft on project charters was weak due to the fall in exploratory activity for resource companies as a result of weakening commodity prices. The liner trades to Kiunga and Daru also reported poor results with weaker cargo volumes and continued competitive pressure on rates. Costs were inﬂ ated by the salvage of two vessels that grounded in the Kikori River where navigational conditions are challenging. There was also a subsequent loss of hire for the two vessels. Steamships is introducing new vessels with shallow draft and double bottom hulls to provide the most environmentally sound operating solution for these regions where exploration activity is expected to be centred in the future. The ﬁ rst half of the year beneﬁ ted from continued spot employment with Ok Tedi for the Obo Chief and Bosset Chief but with the cessation of this work both vessels are now scheduled for disposal. A 5 year charter extension for Kiunga Chief has been conﬁ rmed with Ok Tedi. The ﬂ eet retonnaging plans continued through 2014 with a replacement tug (Ok Tarim) delivered in March, a new design 480 dead weight tons B-class (Balimo Chief) arriving in November and an additional 1,450 dead weight tons K-class (Kerema Chief) delivered in December. The new B-class is designed to meet the demand for shallow draft river project work and replaces the retiring Erima Chief. A group reorganisation has been announced with the consolidation of Steamships Shipping into Consort Express Lines, a related entity in which Steamships has a 51% shareholding, expected to take place in mid 2015. Consort will combine its existing main port coastal liner service with Steamships liner services to the Papuan Gulf offering a more seamless service to customers. The expanded Consort will also be able to offer project and charter services on a national basis whereas the Steamships traditional focus has been on the Papuan Gulf. The consolidation should also provide cost efﬁ ciencies. The Joint Venture Stevedoring businesses with local partners in key PNG ports had a satisfactory year with ﬂ at tonnage in most ports except Port Moresby, which experienced a downturn with the completion of the LNG Project decommissioning phase. A new Joint Venture, Palm Stevedoring & Transport, was successfully established in Alotau and met expectations. Prospects for the project charter business in 2015 appear challenging with the collapse in commodity prices potentially delaying development of the Elk Antelope and Western Province LNG projects. The ﬂ eet renewal undertaken in recent years (another B-class vessel, Bamu Chief, will be delivered in Q1 2015) will position Steamships/Consort to be a strong contender for the eventual recovery in market conditions. 2015 will have a strong focus on cost efﬁ ciency as the consolidation with Consort is progressed. 8 Steamships Annual Report 2014 REVIEW OF OPERATIONS - LOGISTICS CONSORT EXPRESS LINES As a complementary business to Steamships Shipping, Consort Express Lines Limited (Consort), established in 1978, provides the most comprehensive network of scheduled liner shipping services in PNG. Operating from its hub in Lae, Consort connects 15 ports in PNG and provides an international service to Townsville, Australia. The Division has scheduled services to the North Coast (Madang, Basamuk, Wewak, Vanimo), South Coast (Port Moresby, Oro Bay, Alotau), New Guinea Islands (Kimbe, Rabaul, Kavieng), Bougainville (Buka, Kieta), Australia (Townsville) and with Steamships Coastal Shipping a transhipment to Western Province (Daru, Kiunga). Consort proudly serves the people of PNG by providing the sole supply link to many of the communities on its routes. Consort owns seven geared, multi-purpose vessels (PNG ﬂ agged and manned) with all safety and technical speciﬁ cations maintained according to international standards. The Division can carry a range of cargoes including containerised, break-bulk, reefer, LCL and project cargo. Consort transports cargo for a diverse customer base from domestic manufacturers and wholesalers to international liner carriers transhipping cargoes to outports. In addition to owning and operating ships, Consort provides complementary depot services to customers at its Lae hub (including bond yard, container storage and wash bay facilities) and is a shareholder and manager of stevedoring operations at ﬁ ve PNG ports (Riback Stevedoring, Lae; United Stevedoring, Lae; United Stevedoring, Port Moresby; Makerio Stevedoring, Buka; Nikana Stevedoring, Kieta). These stevedoring companies are partnerships between Consort and local landowner companies and provide signiﬁ cant employment opportunities for the nearby communities. The coastal shipping industry continued to face challenging conditions as the non-resource sector of the economy struggled with weaker commodity prices and the revaluation of the Kina imposed by the Bank of PNG. Coastal tonnages had been improving in the ﬁ rst half but activity in the second half was signiﬁ cantly and progressively weaker. Overseas tonnages on the Townsville service were in line with what had been a poor prior year. Competition remained ﬁ erce on all key sectors. Berth congestion in Lae was signiﬁ cantly worse than 2013 and added appreciably to operating costs. The opening of the ﬁ rst phase of the Lae Tidal Basin should bring some welcome relief to this problem once the new berth is fully operational. A new service to Manus reported start-up losses and was also hampered by congestion – it is hoped that a contract/ sourcing review may assist PNG-service providers in 2015. Operating costs were negatively impacted by charter costs incurred to bridge the gap between retiring older tonnage and the delayed purchase of replacement tonnage. The ﬂ eet renewal programme is on track to provide Consort with larger capacity (8000 dwt) vessels to better meet customer requirements and to enable improved and more reliable scheduling. Gazelle Coast (October delivery) and Bougainville Coast (November) have entered service and are performing well. Consort continues to invest in the expansion and upgrading of its container ﬂ eet with 1000 new boxes delivered in 2014 and a further 2000 boxes ordered for 2015 delivery. Stevedoring tonnages for associate, Riback Stevedoring, were signiﬁ cantly down on 2013 as project cargoes declined and the contribution attributable to Consort was consequently much reduced. Prospects for 2015 are clouded by the weakening non- resource sector of the economy. There will be a strong focus on improved cost efﬁ ciency to be delivered from the consolidation with Steamships Shipping and the new vessel deliveries. The Lae Tidal Basin opening should also bring signiﬁ cant operational efﬁ ciencies and an improved service to customers with an anticipated fall in congestion delays. Steamships Annual Report 2014 9 REVIEW OF OPERATIONS - LOGISTICS PACIFIC TOWING Paciﬁ c Towing became a wholly owned Steamships subsidiary at the end of November 2013. The Division is the leading provider of harbour towage and mooring services in PNG and offers coastal and ocean towage services. It also retains a fast responder salvage capability complimented by a comprehensive range of commercial dive services. Paciﬁ c Towing is headquartered in Port Moresby and operates 22 vessels, including tugs and line boats, in ﬁ ve ports across PNG (Port Moresby, Lae, Rabaul, Kimbe and Madang). Dedicated harbour towage services were extended to the Solomon Islands in 2013 through a newly formed subsidiary company operating in Honiara. 2014 was the ﬁ rst year of operation for Paciﬁ c Towing as a wholly-owned subsidiary. The result was satisfactory despite a 3% drop in harbour jobs due to fewer ship calls as the LNG project decommissioning came to a close. Tug charters and diving services had positive growth and costs were well contained with the introduction of 3 crew manning on the two tugs acquired in 2013. Maintenance costs were also reduced with the deployment of the new tugs. Two salvages of Steamships Coastal vessels were reported as extraordinary income. The retonnaging plan progressed with the acquisition of a third 50 ton bollard pull AST tug, Paciﬁ c Salvor, to be deployed in Lae in early 2015 after completion of reﬁ tting. The two similar scoped tugs acquired in 2013 have performed very reliably. Two new line boats were delivered for service in Port Moresby during 2014. Prospects are expected to be steady for 2015. A new mooring service will be offered in Kimbe. EAST WEST TRANSPORT East West Transport (EWT) is one of Papua New Guinea’s main multifaceted transport and logistics companies. Based in Lae, it also has a presence in Port Moresby, Kimbe, Rabaul, Madang, Wewak and Kavieng. The Division has a sizable ﬂ eet of prime movers, heavy trucks, light trucks, forklifts and reach stackers ranging from 2.5 to 45 tons in capacity. All equipment is supported by localised workshop facilities, safety and emergency vehicles and in house training programmes. EWT operates across a wide spectrum of transport-related activities including bulk fuel, containerised cargoes, bulk grain, sawdust and coffee along with break-bulk cargoes and depot services such as equipment hire, warehousing and yard storage. EWT also offers a licensed customs cargo clearance service in Lae and Port Moresby and operates a large export coffee processing facility in Lae. The Division capitalises on its close relationships with sister companies in shipping and stevedoring by offering specialised project solutions for the mining, oil and gas sectors. East West continued to operate in difﬁ cult market conditions and operating margins remained compressed despite signiﬁ cant efforts to reduce costs, which unfortunately necessitated a number of staff redundancies through 2014. Operating conditions on the Highlands Highway continued to deteriorate with security problems endemic and maintenance costs inﬂ ated by the poor road 10 Steamships Annual Report 2014 conditions and consequent vehicle damage. The Highlands economy was hit by another disappointing coffee crop which impacted East West haulage volumes and its coffee bulking facility. The slowdown in mining activity has led to excess truck capacity having to be absorbed at a time of weakening demand with an inevitable fall in rates. As reported to the stock markets in February, this situation sadly resulted in a decision to close the Division’s Highlands Highway Operations with an impairment charge of PGK 15.7 million (post tax) recognised in the 2014 results. Haulage activity in Port Moresby and Lae was impacted by the economic slowdown and there was some relocation of excess vehicles from the Highlands into both markets. Customs clearance work and warehousing was weaker in both markets again due to the slowing economy. Fuel haulage was relatively stable. The Kimbe operation was effected by weakening palm oil prices and their impact on the local economy and there is expected to be a reduction in fertiliser imports (and consequent haulage for East West) for 2015 as growers seek to reduce input costs. No improvement in market conditions is anticipated in the short term and cost rationalisation will be a key focus for 2015. Consequently the residual East West Transport business will during the course of 2015 be amalgamated with that of Steamships’ Joint Venture Stevedoring business to form an overall land based logistics division. REVIEW OF OPERATIONS - PROPERTY CORAL SEA HOTELS Coral Sea Hotels (CSH) operates nine hotel and apartment complexes offering full hotel facilities and serviced apartments as well as extensive meeting, conference and banqueting facilities. CSH remains the largest hotel group in PNG, offering 646 hotel rooms and 136 apartments. The Group comprises the Grand Papua Hotel, the Gateway Hotel and Apartments, the Ela Beach Hotel and Whittaker Apartments in Port Moresby; the Huon Gulf Hotel and Apartments and Melanesian Hotel and Apartments in Lae; the Highlander Hotel and Apartments in Mount Hagen; the Bird of Paradise Hotel and Apartments in Goroka, and the Coastwatchers Hotel in Madang. Margin declined as average rates fell 10% on prior year with the impact of a slowing economy on business travel, growing competition in Port Moresby and Lae, budget constraints on government department expenditure and reduced consumer discretionary spend in restaurants all being contributory factors. Room occupancy levels were maintained in line with prior year and serviced apartment performance was generally stable in the major centres. Revenue and margin improved with the internalisation of food and beverage services at the Grand Papua Hotel following cancellation of its previous external service provider contract. Investment was maintained in the upgrade of room standards, Project Cambridge, with the Ela Beach Hotel being the initial beneﬁ ciary. The project will be extended to other hotels through 2015. Free wi-ﬁ service was introduced to the Port Moresby hotels and service performance will be evaluated for extension to other centres. Signiﬁ cant investment in staff training was maintained to improve the quality of service offering for customers and to develop capability in advance of the planned expansion of food and beverage outlets over the next few years. Plans for 2015 include redevelopment of the Huon Gulf Hotel in Lae, extensions for the Highlander Hotel in Mt Hagen, a new restaurant extension for the Gateway Hotel and new restaurant outlets for the Grand Papua Hotel. Development of a new hotel in Kiunga in co-operation with Ok Tedi Development Fund has also been announced. A recovery in business travel is not anticipated for 2015 and new competition will enter the Port Moresby market but the Port Moresby hotels will beneﬁ t from the Steamships Gold sponsorship of The Paciﬁ c Games and designation of Coral Sea Hotels as “Preferred Accommodation Provider of the Event”. Steamships Annual Report 2014 11 REVIEW OF OPERATIONS - PROPERTY PACIFIC PALMS PROPERTY Paciﬁ c Palms Property is one of the largest and most dynamic property developers in PNG. The Division provides residential, commercial, retail and industrial property throughout the country. Paciﬁ c Palms Property has two separate streams of business activity. The development team manages land acquisition, investment assessment and construction management, while the lettings team manages marketing, tenant placements, rental collections and property maintenance. Building and land assets are located in Port Moresby, Lae, Madang, Wewak, Goroka, Mt Hagen, Popondetta and Rabaul. The Division currently holds a total lettable space of 25,488m2 of commercial property, 189,944m2 of industrial property, 36,949m2 of retail property and 160 residential townhouses and apartments. Paciﬁ c Palms had a satisfactory year with new developments attracting strong support. The anticipated weakening in the Port Moresby residential market was realised with reduced demand as the LNG demobilisation phase coincided with an inﬂ ux of new capacity entering the market. Rentals came under pressure, primarily for older units, but demand for the premium Windward East complex ensured full occupancy from opening. The Blaikie Apartments in Lae, completed at the end of 2013, attracted high occupancy levels throughout the year. Occupancies in Port Moresby fell in the ﬁ nal quarter as renovation work commenced on the Windward West apartments to bring them to an equivalent standard as Windward East. The renovations will impact occupancy through 2015. In the Retail sector, the pre-let SVS supermarket and commercial centre in Lae and the Waigani Central supermarket, hardware and cinema complex were completed and have proven popular new retail destinations. A retail and mixed use development in Madang was completed in the ﬁ rst half and was fully let upon opening. Demand remained satisfactory in the industrial category. Eight new warehouses were completed at the Kittyhawk centre at 6 Mile, Port Moresby and were fully let upon opening. Two new warehouses were completed at Baruni, Port Moresby and were again fully let upon opening. Demand in the commercial ofﬁ ce category was steady. The 11,743m2 twin tower Harbourside ofﬁ ce development remains on schedule for completion in early 2015. The ground ﬂ oor, originally planned for mixed use has been redesigned as purely a restaurant and bar area to take advantage of its attractive location overlooking the harbour. Prospects for 2015 are expected to be relatively stable for the industrial and retail sector. Demand for older residential units is expected to remain under pressure and selective disposals of less strategic properties will be considered. The Harbourside ofﬁ ce towers will be leased into a softening commercial sector market but the quality of the product should stimulate solid interest. Paciﬁ c Palms has no plans to commence any new major developments in 2015 but will remain alert for opportunities to increase its land banks. 12 Steamships Annual Report 2014 REVIEW OF OPERATIONS - COMMERCIAL LAGA INDUSTRIES Headquartered in Lae, Laga Industries is PNG’s premier consumer goods business and the country’s leading manufacturer of ice creams, vegetable oils, drink powders, condiments and spirits. Brands include Gala Ice Cream, distributed from the Gala Parlours found in most leading retail supermarkets, Laga and Highlands Meadow oils, Kools drinking powders, and Trade Winds spirits including popular ready-to-drink (RTD) premixed beverages. Laga Industries also bottles pure drinking water. Operationally, the Division has a fully integrated production facility in Lae and has a freezer and dry goods distribution facility in Port Moresby, with sales ofﬁ ces in Madang, Wewak, Goroka, Mt Hagen, Kimbe, Kavieng, Rabaul and Buka. Laga Industries experienced another disappointing year with poor manufacturing reliability leading to failures to meet customer requirements. Addressing these issues will be the key priority for 2015. A strategic decision to reduce manufacturing complexity in the Lae factory and the inﬂ ux of aggressively priced imports led to the cessation of domestic bottling of cooking oil. The transition to overseas sourcing was not well managed and led to out-of-stocks but performance was improving towards the year end. Operations were disrupted from mid-year by the Bank of PNG introduction of new controls on foreign exchange which led to lengthy and unreliable processing of applications for foreign exchange payment approvals. The disruption to supply chains and resultant additional costs in sourcing raw materials served to further under-mine the competitiveness of domestic manufacturing. Power supplies to the Lae factory were extremely unreliable and added to cost, waste and increased maintenance. Trade Winds had a disappointing year due to manufacturing breakdowns and lack of focus which new management is expected to address. Freezer warehouse capacity has been doubled and a new blast freezer commissioned in 2014, which will improve stock availability and product quality. The completion of the ice cream manufacturing upgrade in Q1 2015 will double production capacity. New management will focus on getting the basics right in a business that has signiﬁ cant potential and results are expected to recover in 2015. COLGATE PALMOLIVE Steamships holds a 50 per cent beneﬁ cial interest in Colgate-Palmolive (PNG) Ltd (Colgate), a company that markets and distributes oral, personal, home and fabric care products in PNG. Joint control is exercised by the Board however day to day management is performed by Colgate-Palmolive Australia. Colgate Palmolive had a much improved performance in 2014 with strengthened supply chain processes and stock control avoiding the product availability problems that undermined the prior year performance. Margins were compressed in the ﬁ rst half due to high soap chip costs and the impact of the strong Kina on import costs. Input costs eased in the second half. Sales volumes grew in most categories with improved stock availability. Soap powder sales were an exception due to increased competitive activity. Improved in-store execution and an enhanced distribution presence in second tier markets had a positive impact on sales. Marketing focus was maintained on consumer education programmes in all media to promote the health beneﬁ ts of oral and personal hygiene. The “Bright Smiles, Bright Futures” campaign for Colgate toothpaste had a direct interaction between Colgate Palmolive’s oral health ambassadors and 150,000 consumers (the majority being schoolchildren) across PNG. Steamships Annual Report 2014 13 SUSTAINABILITY Steamships remains committed to the principles of Sustainable Development. Our People remain our key asset and focus on their health, safety and security is paramount in all we do. Steamships will continue to invest in the training and development of its staff despite the slower economy. We intend to be well positioned for when the economy regathers steam and our team can continue to grow Steamships. We continue to promote community engagement initiatives and are acutely aware of the need to minimise our environmental footprint. We continue for a second year to report against the Global Reporting Initiative measures at the C level. Steamships’ full annual Sustainability Report can be found at http://www.steamships.com.pg/sustainability/ sustainability-reporting CORPORATE GOVERNANCE Steamships and its Board are committed to achieving and demonstrating the highest standards of corporate governance and ethical behaviour, and they expect these standards from all employees. The Group believes that the maximisation of long term returns to shareholders is best achieved by acting in a socially responsible manner that recognises the interests of community stakeholders. Steamships is committed to: • • • Providing high-quality products and services to meet customers’ needs; Maintaining high standards of business ethics and corporate governance; Ensuring the safety and wellbeing of employees and others with whom the Group has contact; and • Promoting sustainable business practice. Steamships reports against the Australian Stock Exchange (ASX) and Port Moresby Stock Exchange (POMSOX) recommendations by addressing each key principle in the order it is listed in the guidelines. Each section addressing a key principle includes references to relevant information that appears elsewhere in the 2014 Annual Report or on the Steamships’ website. Steamships believes it complied with the 2010 Australian Stock Exchange Corporate Governance Principles and Recommendations with 2010 amendments during the twelve months ended 31 December 2014, except where noted in the annual Corporate Governance Report. Steamships’ full annual Corporate Governance Report can be found at http://www.steamships.com.pg/aboutus/ corporate-goverance 14 Steamships Annual Report 2014 Steamships Annual Report FINANCIAL CONTENTS Statements of Comprehensive Income . . . . . . . . . . 16 Statement of Changes in Equity . . . . . . . . . . . . . . 17 Balance Sheets . . . . . . . . . . . . . . . . . . . . . . 18 Statements of Cash Flows . . . . . . . . . . . . . . . . 19 Notes to the Financial Statements . . . . . . . . . . . . 20 Independent Auditor’s Report . . . . . . . . . . . . . . 52 Directors’ Report . . . . . . . . . . . . . . . . . . . . . 54 Stock Exchange Information . . . . . . . . . . . . . . . 58 Company Directory . . . . . . . . . . . . . . . . . . . 59 Steamships Annual Report 2014 15 STATEMENTS OF COMPREHENSIVE INCOME Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) Consolidated Parent Entity Continuing Operations Revenue Other income Operating expenses OPERATING PROFIT Finance income/(costs) - net Share of proﬁ t of associates and joint ventures PROFIT BEFORE INCOME TAX 3(a) 3(a) 3(b) 3(e) 4(b) Note 2014 2014 2013 2013 (restated) 827,936 37,791 879,267 11,674 (730,630) (769,090) (4,706) 160,311 96,637 95,209 (28,808) (17,690) 3,844 135,347 9,697 88,644 78,347 21,568 417 - 56,971 6,103 (6,001) 57,073 72 - 95,626 57,145 Income tax expense 5(a) (37,295) (13,815) (70) (572) PROFIT FROM CONTINUING OPERATIONS Proﬁ t after tax from discontinued operations 25 98,052 2,093 74,829 95,556 56,573 573 - - TOTAL COMPREHENSIVE INCOME FOR THE YEAR 100,145 75,402 95,556 56,573 Attributable to: Non-controlling interests Shareholders Basic and Diluted Earnings per share Continuing & discontinued (toea) Continuing (toea) 11,490 88,655 100,145 (38,609) 114,011 75,402 3(f) 3(f) 286t 279t 368t 366t - 95,556 95,556 - - - 56,573 56,573 - - These Statements of Comprehensive Income are to be read in conjunction with the accompanying notes. 16 Steamships Annual Report 2014 STATEMENT OF CHANGES IN EQUITY Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) Share Capital Retained Earnings Other Total Capital Controlling Reserves & Reserves Interest Total Equity Non- BALANCE AT 1 JANUARY 2013 24,200 652,978 - 677,178 84,322 761,500 Proﬁ t for the year Restatement (note 24) Change in ownership interest resulting in a change in control Dividends paid 2013 - - - - 117,050 (3,039) - - 117,050 (38,609) 78,441 (3,039) - (3,039) - (8,994) (8,994) (17,104) (26,098) (68,218) - (68,218) (5,702) (73,920) BALANCE AT 31 DECEMBER 2013 (Restated) 24,200 698,771 (8,994) 713,977 22,907 736,884 Proﬁ t for the year Dividends paid 2014 - - 88,655 (66,668) - - 88,655 11,490 100,145 (66,668) (3,624) (70,292) BALANCE AT 31 DECEMBER 2014 24,200 720,758 (8,994) 735,964 30,773 766,737 This Statement of Changes in Equity is to be read in conjunction with the accompanying notes. No Statement of Changes in Equity is presented for the Parent Entity as the only movement in equity is represented by the retained earnings as shown in the statement of comprehensive income and dividend movements as reﬂ ected above for the Group. Steamships Annual Report 2014 17 BALANCE SHEETS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) Current assets Cash and cash equivalents Trade and other receivables Inventories Non-current assets Property, plant and equipment Investment properties Investments in related companies Loans to related companies Intangible assets Deferred tax asset TOTAL ASSETS Current liabilities Trade and other payables Provisions for other liabilities and charges Loans from related company Loan from shareholder Borrowings Income tax payable Non-current liabilities Deferred tax liability Provisions for other liabilities and charges Borrowings TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Retained earnings Capital and reserves attributable to the Company’s shareholders Non-controlling interests TOTAL EQUITY Consolidated Parent Entity Note 2014 6 7 8 11 12 4(a) 10 13 5(c) 14 15 10 16 16 5(c) 15 16 17 15,273 160,551 37,060 212,884 714,630 400,493 33,193 153,595 80,491 33,521 1,415,923 1,628,807 101,181 12,411 13,579 17,615 42,014 3,821 190,621 32,106 11,836 627,507 671,449 862,070 766,737 24,200 711,764 735,964 30,773 766,737 2013 (restated) 11,640 177,966 59,878 249,484 722,735 343,658 31,471 103,065 93,617 21,081 1,315,627 1,565,111 130,662 10,176 15,998 15,160 50,681 7,713 230,390 27,710 12,019 558,108 597,837 828,227 736,884 24,200 689,777 713,977 22,907 736,884 2014 2 0 1 3 765 3,376 - 4,141 26,820 - 128,319 5,712 - 701 161,552 165,693 17 - 108,110 - - - 108,127 - - - - 107,523 57,566 24,200 33,366 57,566 - 57,566 643 2,690 - 3,333 28,944 - 145,365 5,712 - 771 180,792 184,125 213 - 155,234 - - - 155,447 - - - - 154,843 28,678 24,200 4,478 28,678 - 28,678 These Balance Sheets are to be read in conjunction with the accompanying notes. For and on behalf of the Board: 30 March 2015 G.L. Cundle Chairman P.W. Langslow Managing Director 18 Steamships Annual Report 2014 STATEMENTS OF CASH FLOWS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) Consolidated Parent Entity Note 2014 2013 2014 2013 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 933,365 962,288 2,303 Payments to suppliers and employees (631,622) (642,030) (2,288) Interest received Interest and other ﬁ nance costs paid Income tax paid 91 106 417 (28,899) (50,423) (17,796) (64,930) - - Net cash provided by/(used in) operating activities 19 222,512 237,638 432 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant & equipment (201,328) (224,734) (610) Proceeds from sales of property, plant & equipment 11,414 52,463 - Loans made (to)/repaid by associated companies (50,494) (51,609) (46,168) Dividends received 2,122 5,921 78,337 1,206 (1,177) 72 - - 101 (497) - 86,780 56,971 Acquisition of subsidiaries and non-controlling interests(net of cash acquired) - (93,663) - (77,719) Proceeds from sale of subsidiary 28,967 - Net cash (used in)/provided by investing activities (209,319) (311,622) 34,795 66,354 - 65,535 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Repayments of borrowings Dividends paid 92,626 220,000 (86,401) (16,490) (70,292) - - - - (73,920) (66,668) (68,218) Net cash provided by/(used in) ﬁ nancing activities 5,844 59,679 (66,668) (68,218) NET INCREASE/(DECREASE) IN CASH HELD CASH AT BEGINNING OF THE YEAR CASH AT END OF THE YEAR CASH COMPRISES: Cash and cash equivalents Bank overdrafts 6 16 19,037 (29,978) (10,941) 15,273 (26,214) (10,941) (14,305) (15,673) (29,978) 11,640 (41,618) (29,978) 122 643 765 765 - 765 (2,582) 3,225 643 643 - 643 These Statements of Cash Flows are to be read in conjunction with the accompanying notes. Steamships Annual Report 2014 19 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) Limited scope amendments to IAS 36 Impairment of assets. Restatement • • • • 1. Summary of signiﬁ cant accounting policies The Company is a company limited by shares and is incorporated and domiciled in Papua New Guinea. These Group consolidated ﬁ nancial statements were authorised for issue by the Board of Directors on 30th March 2015. The Board of Directors has the power to amend the ﬁ nancial statements after their issue. The ﬁ nancial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Changes in accounting policy and disclosures i. Standards, amendment and interpretations effective in the year ended 31 December 2014 The following new standards and amendments were applicable for the ﬁ rst time during the accounting period beginning 1 January 2014, but did not have a signiﬁ cant impact. Amendments to IFRS 10, Consolidated ﬁ nancial statements, IFRS 12 and IAS 27 for investment entities. Amendments to IAS 32, Financial instrument: Presentation. Amendments to IAS 39, “Financial instruments: Recognition and measurement” in relation to novation of derivatives. • IFRIC 21 Levies. ii. New standards, amendment and interpretations issued but not yet effective for the year ended 31 December 2014 or adopted early A number of new standards, amendments and interpretations to existing standards have been published and are mandatory for the entity’s accounting periods beginning on or after 1 January 2015 or later periods, but the entity has not early adopted them. None of these is expected to have a signiﬁ cant effect in the consolidated ﬁ nancial statements, but their potential full impact has yet to be assessed. • Amendment to IAS 19 regarding deﬁ ned beneﬁ t plans. • Amendment to IFRS 11 Joint arrangements. 20 Steamships Annual Report 2014 • Amendments to IFRS 10 Consolidated ﬁ nancial statements and IAS 28 Investments in associates and joint ventures. There are no other IFRS’s or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group. (a) Basis of preparation The consolidated ﬁ nancial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations. The consolidated ﬁ nancial statements have been prepared under the historical cost convention as modiﬁ ed by ﬁ nancial assets and liabilities at fair value through proﬁ t and loss. The preparation of ﬁ nancial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are signiﬁ cant to the consolidated ﬁ nancial statements are disclosed in note 1 (z). As allowed by IFRS 3, the 2013 comparative results have been restated to include a negative adjustment to reduce the equity gain on gaining control of Paciﬁ c Towing (PNG) Limited; this is as a result of a reassessment of the fair value associated with outstanding salvage jobs at the point of gaining control. (b) Foreign currency The Company’s functional and presentation currency is the Papua New Guinea Kina. Transactions in foreign currencies have been translated into the functional currency at rates ruling at the date of the transaction. Amounts payable to and by the Group in foreign currencies have been translated to the functional currency at rates of exchange ruling at the year end. Gains and losses arising from movements in foreign exchange rates are recognised in the statement of comprehensive income when they arise. (c) Principles of consolidation (i) Subsidiaries The consolidated ﬁ nancial statements incorporate the assets and liabilities of all subsidiaries of the Steamships Trading Company Limited as at 31 December 2014 and the results of all subsidiaries for the year then ended. Steamships Trading NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) Company Limited and its subsidiaries together are referred to as the Group or the consolidated entity. Subsidiaries are all entities over which the Group has control that is 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 over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group (refer to note 1d). Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income, statement of changes in equity and balance sheet respectively. (ii) Associates Associates are all entities over which the Group has signiﬁ cant inﬂ uence but not control generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost. The Group’s investment in associates includes goodwill identiﬁ ed on acquisition (refer to note 13). The Group’s share of its associates’ post- acquisition proﬁ ts or losses is recognised in proﬁ t or loss, 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 receivable from associates are recognised as a reduction in 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 other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. (iii) Joint ventures Joint venture entities The interest in a joint venture is accounted for using the equity method after initially being recognised at cost as for associates. (iv) Changes in ownership interests 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. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reﬂ ect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to shareholders. When the Group ceases to have control or signiﬁ cant inﬂ uence, any retained interest in the entity is re-measured to its fair value with the change in carrying amount recognised in proﬁ t or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate or ﬁ nancial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassiﬁ ed to proﬁ t or loss. If the ownership interest in a jointly-controlled entity or an associate is reduced but signiﬁ cant inﬂ uence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassiﬁ ed to proﬁ t or loss where appropriate. Steamships Annual Report 2014 21 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) (d) Business combinations The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition- related costs are expensed as incurred. Identiﬁ able assets acquired and liabilities and contingent liabilities assumed in a business combination are, measured initially at their fair values at the acquisition date. On an acquisition- by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identiﬁ able 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 identiﬁ able assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identiﬁ able assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in determining proﬁ t or loss as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent ﬁ nancier under comparable terms and conditions. Contingent consideration is classiﬁ ed either as equity or a ﬁ nancial liability. Amounts classiﬁ ed as a ﬁ nancial liability are subsequently re- measured to fair value with changes in fair value recognised in proﬁ t or loss. (e) Revenue recognition The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic beneﬁ ts will ﬂ ow to the entity and speciﬁ c criteria have been met for each of the Group’s activities as described 22 Steamships Annual Report 2014 below. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the speciﬁ cs of each arrangement. Revenue is recognised for the major business activities as follows: Sale of goods - Revenue from the sale of goods is recognised when the entity sells a product to the customer and all signiﬁ cant risks and rewards have been transferred. Services - Service revenue is recognised when the service has been rendered. Freight - Freight revenue is recognised as the service has been provided. Interest income - Interest income is recognised using the effective interest method. Dividend income - Dividends are recognised when the right to receive payment is established. Rental income - Rental income is recognised on a straight line basis over the term of the lease. (f) Income tax The income tax expense or beneﬁ t for the period is the tax payable on the current period’s taxable income based on the notional income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the ﬁ nancial statements, and to unused tax losses. Deferred income tax is provided in full, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the ﬁ nancial statements. Currently enacted tax rates are used in the determination of deferred income tax. Deferred tax assets are recognised to the extent that it is probable that the future taxable proﬁ t will be available, against which the temporary differences can be utilised. (g) Cash and cash equivalents For the purpose of the statement of cash ﬂ ows, cash and cash equivalents includes cash on hand, deposits held at call with banks and Treasury Bills with a maturity less than 90 days. Bank overdrafts are shown in current liabilities in the statement of ﬁ nancial position. (h) Receivables Trade receivables are amounts due from customers for merchandise sold or services provided in the ordinary course of business. There are classiﬁ ed as current assets if collection NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) is expected within one year. Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. (i) Inventories Inventories are valued at the lower of cost and net realisable value. In general, cost is determined on the weighted average basis and, where appropriate, includes a proportion of variable overhead expenditure. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling costs. (j) Non-current assets held for resale Non-current assets (or disposal groups) are classiﬁ ed as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee beneﬁ ts, ﬁ nancial assets and contractual rights under insurance contracts, which are speciﬁ cally exempt from this requirement. An impairment loss is recognised for any initial or subsequent write down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition. Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classiﬁ ed as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classiﬁ ed as held for sale continue to be recognised. Non-current assets classiﬁ ed as held for sale and the assets of a disposal group classiﬁ ed as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classiﬁ ed as held for sale are presented separately from other liabilities in the balance sheet. A discontinued operation is a component of the entity that has been disposed of or is classiﬁ ed as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the income statement. (k) Financial assets Classiﬁ cation The Group classiﬁ es its ﬁ nancial assets in the following categories: at fair value through proﬁ t or loss and loans and receivables. The Group does not hold any held to maturity investments or available for sale ﬁ nancial assets. The classiﬁ cation depends on the purpose for which the ﬁ nancial assets were acquired. Management determines the classiﬁ cation of its ﬁ nancial assets at initial recognition. (i) Financial assets at fair value through proﬁ t or loss Financial assets at fair value through proﬁ t or loss are ﬁ nancial assets held for trading. A ﬁ nancial asset is classiﬁ ed in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classiﬁ ed as current assets. (ii) Loans and receivables Loans and receivables are non-derivative ﬁ nancial assets with ﬁ xed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classiﬁ ed as non- current assets. The Group’s loans and receivables comprise ‘trade and other receivables’ and ‘cash and cash equivalents’ in the balance sheet. Recognition and measurement Regular purchases and sales of ﬁ nancial assets are recognised on the trade date – the date on which the Group commits to purchase or sell the asset. Financial assets carried at fair value through proﬁ t or loss are initially recognised at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash ﬂ ows from the investments have expired or have Steamships Annual Report 2014 23 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) been transferred and the Group has transferred substantially all risks and rewards of ownership. Loans and receivables are carried at amortised cost using the effective interest method. Gains or losses arising from changes in the fair value of the ‘ﬁ nancial assets at fair value through proﬁ t or loss’ category are presented in the income statement within ‘other (losses)/gains – net’ in the period in which they arise. Dividend income from ﬁ nancial assets at fair value through proﬁ t or loss is recognised in the income statement as part of other income when the Group’s right to receive payments is established. The Group assesses at each balance sheet date whether there is objective evidence that a ﬁ nancial asset or a group of ﬁ nancial assets is impaired. Impairment testing of trade receivables is described in note 1(h). (l) Property, plant and equipment All property, plant and equipment are initially recorded at cost. Borrowing costs directly attributable to the acquisition or construction of qualifying assets are added to the cost of those assets until the assets are ready for their intended use. Depreciation is calculated on the straight- line method to write off the cost of each asset to their residual values using the below rates which is reﬂ ective of their estimated useful life as follows: 0 - 10% 5 - 10% Properties Ships Plant and ﬁ ttings 10 - 33% 20 - 33% Motor vehicles Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Gains and losses on disposal of property, plant and equipment are determined by reference to their carrying amount and are taken into account in determining operating proﬁ t. 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 beneﬁ ts associated with the item will ﬂ ow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statements of comprehensive income during the ﬁ nancial period in which they are incurred. (m) Investment properties Investment properties include land held for long-term capital appreciation and buildings 24 Steamships Annual Report 2014 leased out under operating leases. Properties that comprise a portion held to earn rentals and a portion for own use or occupation will only be classiﬁ ed as investment property if an insigniﬁ cant portion is held for own use of occupation. Investment properties are recognised when it is probable that future economic beneﬁ ts associated with the property will ﬂ ow to the Group and the cost of the investment property can be reliably measured. Investment properties are stated at cost less accumulated depreciation and accumulated impairment losses. Transaction costs are included on initial measurement. Borrowing costs directly attributable to the acquisition or construction of qualifying assets are added to the cost of those assets until the assets are ready for their intended use. The fair values of investment properties are disclosed in the Note 13. These are assessed using internationally accepted valuation methods, such as taking comparable properties as a guide to current market prices or by applying the discounted cash ﬂ ow method. Like property, plant and equipment, investment properties are normally depreciated using the straight-line method over similar useful lives. (n) Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identiﬁ able assets of the acquired business at the date of acquisition. Goodwill is capitalised and assessed for impairment annually or more frequently if events or changes in circumstances indicate a potential for impairment and is carried at cost less impairment losses. Any impairment is recognised immediately as an expense and is not subsequently reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash- generating units for the purpose of impairment testing. (o) Trade and other payables These amounts represent obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. They are classiﬁ ed as current liabilities if payment is due within one year or less. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. The amounts are unsecured and are usually paid within 30 days of recognition. NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) (p) 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 outﬂ ow of resource embodying economic beneﬁ ts will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. A liability for annual leave is recognised and measured at the amount of unpaid leave at amounts expected to be paid to settle the present entitlements. A liability for long service leave is recognised taking into consideration expected future wage and salary levels, experience of employee departures and periods of service, discounted to present values. A provision for estimated ship dry docking costs is only recognised where the Group has a contractual obligation under a Bare Boat charter agreement in from a third party. Dry docking costs relating to ships not under third party long term charter agreements are only recognised as incurred, and are capitalised to the extent that the previously assessed economic beneﬁ ts associated with the asset are restored. (q) Employee beneﬁ ts (i) Short term obligations Liabilities for wages and salaries, including non-monetary beneﬁ ts, annual leave and accumulating sick leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave and accumulating sick leave is recognised in the provision for employee beneﬁ ts. All other short term employee beneﬁ t obligations are presented as payables. (ii) Other long-term employee beneﬁ t obligations The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of period in which the employees render the related service is recognised in the provision for the employee beneﬁ ts 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 departments and periods of service. Expected future payments are discounted using the market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outﬂ ows. (iii) Termination beneﬁ ts Termination beneﬁ ts are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these beneﬁ ts. The Group recognises termination beneﬁ ts at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those beneﬁ ts; and (b) when the entity recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of termination beneﬁ ts. In the case of an offer made to encourage voluntary redundancy, the termination beneﬁ ts are measured based on the number of employees expected to accept the offer. Beneﬁ ts falling due more than 12 months after the end of the reporting period are discounted to their present value. (r) Borrowings Borrowings are recognised initially at fair value, net of any transaction costs incurred, and are subsequently measured at amortised cost using the effective interest method. Borrowings are classiﬁ ed as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. (s) Impairment of assets Assets that have an indeﬁ nite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying value exceeds its fair value less costs to sell. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identiﬁ able cash ﬂ ow (cash generating units). (t) Borrowing costs Borrowing costs incurred for the construction of qualifying assets which are assets that take a substantial period of time to get ready for their intended use or sale, 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. Steamships Annual Report 2014 25 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the entity’s outstanding borrowings during the year, in this case 5.7% (2013 – 6.8%). (y) Rounding of amounts Amounts in the ﬁ nancial statements have been rounded off to the nearest thousand Kina. (z) Critical accounting estimates and judgments (u) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker who is responsible for allocating resources and assessing performance of the operating segments, has been identiﬁ ed as the Strategic Steering Committee. (v) Earnings per share Basic earnings per share is calculated by dividing the proﬁ t attributable to equity holders of the Group, by the weighted average number of ordinary shares outstanding during the ﬁ nancial year. There are no potential ordinary shares on issue and hence the diluted earnings per share is equal to the basic earnings per share. (w) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST. Receivables and payables are stated inclusive of GST. The amount of GST recoverable from, or payable to, the Taxation authority is included with other receivables or payables in the balance sheet. (x) Leases Leases under which the Group assumes substantially all the risks and rewards incidental to ownership have been classiﬁ ed as ﬁ nance leases and are capitalised. The asset and corresponding liability are recorded at inception of the lease at the fair value of the leased asset, at amounts equivalent to the discounted present value of minimum lease payments including residual values. The ﬁ nance cost is charged to the proﬁ t or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Capitalised leased assets are depreciated over their expected lives in accordance with rates established for other similar assets. Operating lease payments are representative of the pattern of beneﬁ ts derived from the leased assets and accordingly are charged to the proﬁ t and loss account in the periods in which they are incurred. 26 Steamships Annual Report 2014 Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a ﬁ nancial impact on the entity and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by deﬁ nition, seldom equal the related actual results. The estimates and assumptions that have a signiﬁ cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next ﬁ nancial year are discussed below: (i) Estimated impairment of goodwill The Group tests annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. (ii) Estimated fair values of investments The Group carries an indirect investment in an unlisted entity with changes in fair value being recognised in proﬁ t or loss. At the end of each reporting period, a future maintainable earnings calculation is performed, or if available, non-observable market information is used to determine the appropriate fair value of the investment. (iii) Provision for dry docking For vessels on long term bare boat charter agreement in from a third party and where the Group has a contractual obligation for dry docking costs, the cost of future dry docking is provided. The cost of dry docking is not accurately known until the vessels are surveyed and assessed at the commencement of docking. Estimates are based on the dry docking interval (i.e. Special or Interim), repairs considered necessary identiﬁ ed at balance date, its age, and docking history. Docking intervals are assumed to be 5 years. Docking costs are often incurred in either AUD, USD or SGD currencies. The costings are updated monthly for the foreign exchange rate. (iv) Estimated impairment of ships and other plant and equipment Impairment losses have been recognised in NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) relation to ships and plant and vehicles. The impairment of these ships arose from changes in expectations of future freight volumes and pricing and changes in ship replacement strategy. A change in the freight market and consequent vehicle replacement policy has given rise to an impairment charge for vehicles, while a change in manufacturing strategy has resulted in an impairment charge for plant. Recoverable amounts have been determined using the higher of fair value less cost to sell and its value in use. Fair value has been determined using market based information while value in use has been determined using a post-tax discount rate of 15.9% (pre-tax approximately 20.7%). During the year the Directors performed an impairment review on all key assets of the Group given the economic slowdown. As a result of this assessment the impaired charge on ships includes an additional Knil (2013: K92.4M). The impairment cost on vehicles, plant and buildings includes K20.9M (2013: K11.5M) impairment on vehicles and K3.9M (2013: K2.4M) on plant and buildings. 2. Financial risk management The Group’s activities expose it to a variety of ﬁ nancial risks including market risk (including currency, and interest rate risk), credit risk, liquidity risk and capital risk. The Group’s overall risk management programme focuses on the unpredictability of ﬁ nancial markets and seeks to minimise potential adverse effects on the ﬁ nancial performance of the Group. Risk management is carried out under policies approved by the Board of Directors. (a) Market risk (i) Foreign exchange risk The Group engages in international purchase transactions and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Australian dollar. Foreign exchange risk arises from recognised assets and liabilities. The Group’s foreign currency purchases do not represent a signiﬁ cant proportion of the Group’s costs and as such exposure to foreign currency risk is minimal. It is not the Group’s policy to hedge foreign currency risk. As the foreign currency exposure is minimal no sensitivity analysis is provided. (ii) Price risk The Group is not signiﬁ cantly exposed to equity securities or commodities price risk. (iii) Cash ﬂ ow interest rate risk The Group’s interest rate risk arises from long- term borrowings. Borrowings issued at variable rates expose the Group to cash ﬂ ow and fair value interest rate risk. Borrowings issued at ﬁ xed rates expose the Group to fair value interest rate risk. Long term borrowings are a mix of ﬁ xed and variable rate interest. It is not the Group’s policy to hedge cash ﬂ ow and interest rate risk. At 31 December 2014, if interest rates on PNG Kina-denominated borrowings had been 1% higher/lower with all other variables held constant, post-tax proﬁ t for the year would have been K1,350,000 (2013: K1,350,000) lower/ higher, mainly as a result of higher/lower interest expense on ﬂ oating rate borrowings. (b) Credit risk The Group has no signiﬁ cant concentration of credit risk and it is not the Group’s policy to hedge credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history and has policies that limit the amount of credit exposure to any one customer. Where credit limits were exceeded during the reporting period management has made provision for amounts considered uncollectible. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufﬁ cient cash and the availability of funding through an adequate amount of committed credit facilities. The Group manages liquidity risk by maintaining sufﬁ cient bank balances to fund its operations and the availability of funding through committed credit facilities. Management monitors rolling forecasts of the Group’s liquidity reserve on the basis of expected cash ﬂ ows. Undrawn ﬁ nance facilities as of 31 December were as follows: 2014 K’000 2013 K’000 Undrawn Facilities 56,000 26,000 The table below analyses the Group’s ﬁ nancial liabilities which will be settled on a net basis into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash ﬂ ows. Steamships Annual Report 2014 27 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) At 31 December 2014 Borrowings Borrowings from shareholders Borrowing from related parties Trade and other payables Income tax payable At 31 December 2013 Borrowings Borrowings from shareholders Borrowing from related parties Trade and other payables Income tax payable Less than 1 year K’000 Between 1 & 2 years K’000 Between 2 & 5 years K’000 Over 5 years K’000 (79,032) (17,615) (13,579) (116,657) (3,821) (50,681) (15,160) (16,335) (130,662) (7,713) (552,507) - - - - (42,849) - - - - (75,000) - - - - (515,259) - - - - - - - - - - - - - - Total K’000 (669,521) (17,615) (13,579) (116,657) (3,821) (608,789) (15,160) (16,335) (130,662) (7,713) The Group does not hold derivative ﬁ nancial instruments. All loan covenants associated with borrowing arrangements have been met. (d) Capital risk management (e) Fair value estimation The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns to shareholders and beneﬁ ts for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as external borrowings and unsecured loans less cash and cash equivalents. Total capital is calculated as capital and reserves attributable to the Company’s shareholders plus net debt. The gearing ratios at each balance date were as follows: 2014 K’000 2013 K’000 (restated) 700,715 639,949 15,273 685,610 766,737 11,640 628,644 736,884 1,452,347 1,368,567 47% 46% Total external borrowing & unsecured loans Less: Cash & Cash equivalents Net debt Total equity Total capital Gearing ratio IFRS 7 ”Financial Instruments: Disclosures” requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). If one or more of the signiﬁ cant inputs is not based on observable market data, the instrument is included in level 3. The following table presents the change in level 3 instruments for the year ended 31 December 2014. Financial asset at fair value through proﬁ t and loss (consolidated). Opening balance Losses recognised in proﬁ t and loss Closing Balance 2014 K’000 - - - 2013 K’000 20,307 (20,307) - Total losses for the period included in other operating expenses that relate to assets held at the end of the reporting period 20,307 - Minority Interest in share of loss - - (20,307) - 28 Steamships Annual Report 2014 The parent entity does not hold any ﬁ nancial assets. NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 3. Operating results (a) Revenue and other income comprises: Revenue from sale of goods Revenue from provision of services Dividend income Total Revenue Other income * Consolidated Parent Entity 2014 2013 2014 2013 114,729 764,538 - 114,092 713,844 - 879,267 827,936 - - 78,347 78,347 - - 56,971 56,971 11,674 37,791 21,568 6,103 * Other income principally represents a gain of K7M on the sale of Datec Limited on a consolidated basis and a gain of K17M for the parent entity (2013: a restated gain of K34.5M on re-measuring to fair value the existing interest in Paciﬁ c Towing Limited on acquiring a controlling interest). (b) Expenses comprise: Cost of sales Staff costs (note 3c) Depreciation and amortisation Impairment of ﬁ xed assets (refer note 11b) Impairment of other assets Impairment of goodwill Electricity and fuel Other operating expenses Total Operating expense (c) Staff costs: Wages and salaries Retirement beneﬁ t contributions Accommodation and other beneﬁ ts Number of staff employed by the Group at year end: 187,369 177,053 104,723 20,865 9,725 4,010 78,989 147,896 730,630 120,986 7,453 48,614 177,053 153,646 167,637 103,037 106,427 - - 71,678 166,665 769,090 115,810 7,424 44,403 167,637 Full Time 4,159 4,000 - - - - 2,613 3,995 - - - - - - - - 2,093 4,706 2,006 6,001 - - - - - - - - - - Steamships Annual Report 2014 29 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 3. Operating results (continued) Consolidated Parent Entity 2014 2013 2014 2013 (d) The operating proﬁ t before income tax is arrived at after charging and crediting the following speciﬁ c items: After charging: Audit fees Fees for non-audit services to Auditors Bad and doubtful debts Donations Fair value impairment on ﬁ nancial assets Loss on sale of property, plant and equipment After crediting: Gain on acquiring a controlling interest (net) (refer note 24) Gain on disposal of subsidiary Net foreign exchange transaction gains Impairment of goodwill Impairment of ﬁ xed assets Impairment of other assets (e) Cost of ﬁ nancing – net: Expense Income Net ﬁ nance costs (f) Earnings per share 1,050 679 1,764 2,366 - 3,365 - 7,079 1,455 4,010 20,865 9,725 1,033 462 2,420 1,887 20,307 919 34,795 - 1,801 - - - 28,899 (91) 28,808 17,796 (106) 17,690 10 28 - - - - - - 17,548 - - - - - - - - - - - - - - - - - (417) (417) (72) (72) Basic earnings per share are calculated by dividing the net proﬁ t attributable to shareholders by the average number of ordinary shares on issue during the year. There is no difference between the basic and diluted earnings per share. Net proﬁ t attributable to shareholders Average number of ordinary shares on issue (thousands) Basic earnings per share (continuing & discontinued operations) Basic earnings per share (continuing operations) 88,655 31,008 286t 279t 114,011 31,008 368t 366t - - - - - - - - 30 Steamships Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 4. Investments in subsidiaries, associates and joint ventures Consolidated Parent Entity 2014 2013 2014 2013 (a) Investments are accounted for in accordance with the policy set out in Note 1(c) and relate to: Investments in subsidiary companies (note 21) Investments in associates (note 22) Investments in joint ventures (note 23) (b) Share of proﬁ t in associates and joint ventures Share of proﬁ t in associates Share of proﬁ t in joint ventures 5. Income Tax (a) Income tax expense Current tax Deferred tax - 17,636 15,557 33,193 1,808 2,036 3,844 - 108,268 125,314 16,449 15,022 31,471 - 20,051 128,319 - 20,051 145,365 4,354 5,343 9,697 - - - - - - Consolidated Parent Entity 2014 2013 (restated) 2014 2 0 1 3 45,339 (8,044) 37,295 40,311 (26,496) 13,815 - 70 70 465 107 572 (b) The income tax in the Statement of Comprehensive Income is determined in accordance with the policy set out in note 1(f). The effective rate of tax charged differs from the statutory rate of 30% for the following reasons: Prima facie tax on proﬁ t before income tax Tax effect of rebateable dividends Expenses not deductible for tax Deductible expenses not recognised for accounting purposes Income not assessable for tax Prior year (over)/under provisions (c) The deferred tax (liability)/ asset comprises: Provisions Tax losses Prepayments Property, plant and equipment Comprising of Deferred tax asset Deferred tax liability 39,451 - 4,596 (448) (1,220) (5,084) 37,295 14,318 19,773 (2,284) (30,392) 1,415 33,521 (32,106) 1,415 23,684 - 9,672 (666) (10,640) (8,235) 13,815 4,174 9,979 (3,296) (17,485) (6,629) 21,081 (27,710) (6,629) 23,491 (23,674) (38) 17,144 (17,091) (26) - - 291 70 5 - - 696 701 701 - 701 - - 545 572 65 - - 706 771 771 - 771 Steamships Annual Report 2014 31 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 5. Income tax (continued) (d) The gross movement on the deferred tax account is as follows: Consolidated Provisions Tax losses Prepayment Property and equipment Total Parent Company Provisions Prepayment Property and equipment Total 6. Cash and cash equivalents Cash and short term deposits Beginning Balance (restated) Charge to proﬁ t Ending Balance 4,174 9,979 (3,296) (17,485) (6,629) 10,144 9,795 1,012 (12,907) 8,044 14,318 19,773 (2,284) (30,392) 1,415 65 - 706 771 (60) - (10) (70) 5 - 696 701 Consolidated Parent Entity 2014 2013 2014 2013 15,273 15,273 11,640 11,640 765 765 643 643 The maximum exposure to credit risk at the reporting date is the fair value of cash and cash equivalents on the balance sheet. Cash and short term deposits are held with the Bank of South Paciﬁ c and Westpac PNG who have Standard and Poor’s long term credit ratings of B+ and AA- respectively. Consolidated Parent Entity 2014 2013 (restated) 2014 2 0 1 3 104,227 (5,305) 98,922 61,629 160,551 114,132 (6,415) 107,717 70,249 177,966 - - - 3,376 3,376 - - - 2,690 2,690 7. Trade and other receivables Trade and other receivables Trade receivables Provision for impairment Other receivables & prepayments 32 Steamships Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 7. Trade and other receivables (continued) Consolidated Parent Entity 2014 2013 2014 2013 (i) Impaired trade receivables As at 31 December 2014, trade receivables of K5.3M (2013: K6.4M) relating to trade debtors were considered impaired and were provided for by management. The ageing of these receivables is as follows: 3 to 6 months Over 6 months 1,084 4,221 5,305 Movement in the provision for impairment of trade receivables is as follows: Opening balance Impairments recognised during the year Provision released Total 6,415 1,764 (2,874) 5,305 704 5,711 6,415 5,102 2,420 (1,107) 6,415 - - - - - - - - - - - - - - The creation and release of the provision for impaired receivables is included in operating expenses in the statement of comprehensive income. Amounts charged to the provision account are generally written off when there is no expectation of recovering the balance outstanding. (ii) Past due but not impaired As at 31 December 2014, trade receivables of K2.9M (2013: K2.1M) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows: 3 to 6 months Over 6 months 546 2,310 2,856 1,692 416 2,108 - - - - - - The other classes within trade and other receivables do not contain impaired assets and are not past due. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The Group does not hold any collateral as security in relation to these receivables. (iii) Other receivables and prepayments Other receivables generally arise from transactions outside the usual operating activities of the Group. Interest may be charged at commercial rates where the terms of repayment exceed three months. Collateral is not normally obtained. Prepayments relate to advance payments for expenses not yet incurred. Steamships Annual Report 2014 33 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 8. Inventories Raw materials Work in progress Finished goods Provision for obsolescence Consolidated Parent Entity 2014 2013 2014 2013 2,720 - 37,380 (3,040) 37,060 16,907 31 44,627 (1,687) 59,878 - - - - - - - - - - Inventories recognised as an expense during the year ended 31 December 2014 and included in cost of sales and cost of providing services amounted to K77.3M (2013: K76.9M). The provision for obsolescence of inventories during the year increased by K1.7M (2013: K0.4M reduction). 9. Financial assets at fair value through proﬁ t and loss Consolidated Parent Entity 2014 2013 2014 2013 Opening balance Fair value loss recorded in the proﬁ t and loss Closing balance - - - 20,307 (20,307) - - - - - - - 10. Loans to/(from) related companies Non-Current Harbourside Development Limited Colgate Palmolive (PNG) Limited Kelton Investments Limited Loans to subsidiaries Consolidated Parent Entity 2014 2013 2014 2013 152,305 101,775 500 790 500 790 153,595 103,065 - - 153,595 103,065 - 500 - 500 5,212 5,712 - - - 500 - 500 5,212 5,712 - - Loans from associates and joint ventues: Consort Express Lines Limited’s associates Loans from subsidiaries (13,579) (13, 579) - (15,998) (15,998) - (108,110) (155,234) Loan to Harbourside Development Limited is based on a ﬁ xed rate of 6.5% p.a. which is deemed to be the market interest rate. (13, 579) (15,998) (108,110) (155,234) 34 Steamships Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 11. Property, plant & equipment Property Ships Plant and Vehicles Total Consolidated 2014 Cost 464,285 445,022 414,901 1,322,308 Accumulated depreciation (including impairment losses) (106,759) (287,323) (213,596) (607,038) 355,626 157,699 201,305 714,630 376,605 - (150) - (14,075) (6,754) - 114,566 68,497 - (251) (25,113) 231,564 66,102 (10,778) (13,901) (50,818) 722,735 134,599 (10,928) (14,152) (90,006) - - (6,754) 355,626 157,699 - (20,865) 201,305 (20,865) 714,630 Net book value Opening value Additions Sale of subsidiary Disposals Depreciation Transfers Impairment losses Closing value 2013 Cost 471,550 394,758 478,197 1,344,505 Accumulated depreciation (including impairment losses) (94,945) (280,192) (246,633) (621,770) Net book value 376,605 114,566 231,564 722,735 Opening value Additions Business combinations Disposals Transfer from asset held for sale Transfer to investment property (note12) Depreciation Impairment losses Closing value Parent 2014 Cost Accumulated depreciation Net book value Opening value Additions Disposals Depreciation Closing value 358,444 29,323 124 - 8,426 (730) (18,982) - 178,015 41,038 15,683 218,890 70,333 755,349 140,694 11,197 27,004 (121) (4,431) (4,552) - - - - (27,617) (92,432) (50,430) (13,995) 8,426 (730) (97,029) (106,427) 376,605 114,566 231,564 722,735 74,580 (49,207) 25,373 27,296 224 (109) (2,041) 25,370 - - - - - - - - 6,118 80,698 (4,671) (53,878) 1,447 26,820 1,648 28,944 386 (12) (572) 1,450 610 (121) (2,613) 26,820 Steamships Annual Report 2014 35 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 11. Property, plant & equipment (continued) Property Ships Plant and Vehicles Total Parent 2013 Cost Accumulated depreciation Net book value Opening value Additions Disposals Depreciation Closing value 75,540 (48,244) 27,296 30,646 105 - (3,455) 6,474 (6,474) - - - - - 27,296 - 5,822 (4,174) 87,836 (58,892) 1,648 28,944 1,832 392 32,478 497 (35) (35) (541) 1,648 (3,996) 28,944 (a) Assets in the course of construction The carrying amounts of the assets disclosed above include the following expenditure recognised in relation to property, plant and equipment and investment properties which are in the course of construction: Property (classiﬁ ed as investment properties in note 12) Ships Plant and vehicles Total assets in the course of construction Consolidated Parent Entity 2014 2013 2014 2013 34,918 31,531 20,892 87,341 243,348 15,954 569 259,871 - - - - - - - - The cost of additions in 2014 includes capitalised borrowing costs of K4.9M (2013: K16.5M) in relation to qualifying assets. (b) Impairment losses During the year the Directors performed an impairment review on all key assets of the group given the economic slowdown. As a result of this assessment the impairment charge on ships of Knil (2013: K92.4M) resulted. The impairment charge to property, plant and vehicles includes K20.9M (2013: K11.5M) on vehicles and K3.9M (2013: K2.4M) on plant. Impairment losses have been recognised in relation to property, plant and vehicles. A decision to close the Highlands Highway operations of East West Transport has led to an impairment charge for vehicles, while a change in manufacturing strategy has resulted in an impairment charge for plant. Recoverable amounts have been determined using the higher of fair value less cost to sell and its value in use. Fair value has been determined using market based information while value in use has been determined using a post-tax discount rate of 15.9% (the group’s WACC). There are no other conditions that indicate impairment of property, plant and equipment as at 31 December 2014. 36 Steamships Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 12. Investment properties Investment properties represent the group’s residential and commercial properties that are available for external lease rather than internal use. Properties used by the group are shown in ‘Property’ within note 11. Non-current assets – at cost Cost Accumulated depreciation Net book value Opening value Additions Disposals Transfers from property (note 11) Depreciation Closing value (a) Amounts recognised in proﬁ t/loss for investment properties Rental income Repairs and maintenance attributable to rental properties under non-cancellable leases Operating expenses directly attributable to rental properties under non-cancellable leases (b) Valuation basis Consolidated Parent Entity 2014 2013 2014 2013 497,697 (97,204) 400,493 343,658 66,729 (1,932) 6,754 (14,716) 400,493 426,146 (82,488) 343,658 268,512 84,040 - 730 (9,624) 343,658 - - - - - - - - - - - - - - - - - - Consolidated Parent Entity 2014 2013 2014 2013 112,927 90,069 (3,607) (3,675) (11,408) (8,249) - - - - - - Properties include commercial and residential properties occupied by Group businesses together with commercial and residential investment properties which are available for external lease. An analysis of the carrying amount and estimated range of fair values for each category of property is shown below. Fair values have been estimated internally, based on market evidence of property values, supported by independent professional valuations as at December 2014 for a selected sample of representative properties and discounted value in use assessments for hotel properties. Included in properties are the following: Investment properties Other properties (note 11) Total NBV Valuation Lower Range Higher 400,493 355,626 756,119 793,726 780,433 1,574,159 992,158 975,541 1,967,699 The independent valuer utilised certain historical facts and relevant market data available up to the date of valuation in reaching their opinion to the valuation of the properties. (c) Non-current assets pledged as security Refer to note 16 for information on non-current assets pledged as security by the group. (d) Contractual receivables Minimum lease receivables under non-cancellable operating leases of investment properties not recognised in the ﬁ nancial statements are receivable as follows: Within one year Later than one year but not later than ﬁ ve years Later than ﬁ ve years Consolidated Parent Entity 2014 2013 2014 2013 110,728 116,264 148,385 375,377 76,989 141,079 145,059 363,127 - - - - - - - - Steamships Annual Report 2014 37 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 13. Intangible assets Goodwill opening value Additions Disposal of Subsidiary Impairment during the year Closing value Impairment tests for goodwill Consolidated Parent Entity 2014 2013 (restated) 2014 2013 93,617 - (9,116) (4,010) 80,491 17,183 76,331 - - 93,617 - - - - - - - - - - Goodwill is allocated to the Group’s cash-generating units (CGUs) identiﬁ ed according to operating segment. The goodwill balance of K80.5M (2013: K93.6M) is attributable to various business acquisitions in the logistics and commercial segments including Consort (K0.5M), Laga Industries (K3.6M), Paciﬁ c Towing (K67.4M) and New Britain Shipping (K9M). The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use pre-tax cash ﬂ ow projections based on ﬁ nancial budgets approved by management covering a ten-year period. Growth beyond year ten for the purpose of the impairment testing is set at 0%. A post-tax discount rate of 15.9% (2013: 15.92%) has been used and reﬂ ects speciﬁ c risks relating to the operating segment. 14. Trade and other payables Trade Payables Accruals Other payables Consolidated Parent Entity 2014 2013 2014 2013 49,921 34,036 17,224 50,177 57,281 23,204 101,181 130,662 - - 17 17 All trade and other payables are due and payable within 12 months and are recorded at their carrying value. 15. Provisions for other liabilities and charges Opening value Charged to proﬁ t & loss Write off during sale of business unit Transfer in on acquisition Utilised during year Closing value Current Non-current Employee Dry Dock Other 19,304 10,793 (2,326) - 2,442 3,304 - - 449 4,348 - - 2014 Total 22,195 18,445 (2,326) - (9,362) (1,600) (3,103) (14,065) (11,211) 18,409 6,572 11,837 18,409 4,146 4,146 - 4,146 1,694 1,694 - 1,694 24,247 12,411 11,836 24,247 22,195 10,176 12,019 22,195 A description of employee and dry dock provisions is disclosed in note 1p. 38 Steamships Annual Report 2014 - - 213 213 2013 Total 22,643 9,318 - 1,445 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 16. Borrowings Current: Bank overdrafts (secured) Bank loans (secured) Other loans (unsecured) Non-current: Other loans (secured) Bank loans (secured) Total Borrowings Consolidated Parent Entity 2014 2013 2014 2013 26,214 15,800 17,615 59,629 135,000 492,507 627,507 687,136 41,618 9,063 15,160 65,841 135,000 423,108 558,108 623,949 - - - - - - - - - - - - - - - - Mortgages over certain of the Group’s properties and a registered equitable charge over the remainder of the Group’s assets, undertakings and uncalled capital are held by the Group’s bankers as security for the bank overdrafts and secured loans. Interest is paid on all loans at commercial rates at a discount to Indicator Lending Rates. The effective interest rate on bank facilities at the balance sheet date was 5.7% (2013: 6.8%). Bank overdrafts are interest-only with no agreed repayment schedule. Bank loans are secured loans with varying terms. The fair value of borrowings approximates their carrying amounts. Borrowing terms, margins and credit risk factors approximate currently obtainable levels for similar facilities. 17. Issued capital Consolidated Parent Entity 2014 2013 2014 2013 (a) Issued and paid up capital Ordinary shares 24,200 24,200 24,200 24,200 Balance brought forward Share issue Balance carried forward (b) Number of shares Number of shares Ordinary shares Balance brought forward Share issue Balance carried forward 24,200 - 24,200 24,200 24,200 24,200 - - - 24,200 24,200 24,200 Number of shares (000’s) 31,008 31,008 31,008 31,008 31,008 - 31,008 31,008 31,008 31,008 - - - 31,008 31,008 31,008 In accordance with the Papua New Guinea Companies Act 1997 the shares have no par value. The Company’s securities consist of ordinary shares which have equal participation and voting rights. Steamships Annual Report 2014 39 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 18. Related party disclosures (a) Parent entity The Group is controlled by John Swire & Sons (PNG) Limited, which owns 72.12% of the Company’s shares. The ultimate Holding Company is John Swire & Sons Limited, incorporated in England. (b) Interest in subsidiaries, associates and joint ventures: These are set out in notes 21, 22 and 23. (c) Directors: G.L. Cundle, P.W. Langslow and S.C.Pelling are Directors of John Swire & Sons (PNG) Limited. Dividends were received by those Directors holding an interest in the Company as set out in the Directors’ Report. (d) Remuneration: Income received or due and receivable both by Directors and senior managers in connection with the management of the Group companies is shown in the Directors’ Report. Key management personnel disclosure Consolidated Parent Entity 2014 2013 2014 2013 Wages and salaries Other short term beneﬁ ts Long-term beneﬁ ts (e) Material transactions: Sales of goods and services - Associates & joint ventures - Key Management - Associated Groups Lease and rental income - Associates & joint ventures - Associated Groups Dividends received - Subsidiaries, associates & joint ventures - Other shareholders Management fees income - Associates & joint ventures - Key Management Purchase of goods and services - Associates & joint ventures - Associated Groups - Shareholders of associated companies Management fees paid - Associates & joint ventures - Other shareholders Purchase of assets - Associates & joint ventures Lease rental expense - Other Shareholders Container/Charter hire fee - Other Shareholders 40 Steamships Annual Report 2014 10,258 1,415 342 246 21 29,146 - 3,287 2,935 - - 6 (140) (106) - (100) (1,548) (830) (291) (15,334) 9,386 1,126 313 951 17 11,662 4,067 4,536 5,922 - 868 - (20,979) - (12,313) - (99) - - - - - - - - - - - - - - - - - - - 78,347 - 56,971 - - - - - - - - - - - - - - - - - - - - - NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 18. Related party disclosures (continued) Consolidated Parent Entity 2014 2013 2014 2013 Finance Cost Other Shareholders Fellow subsidiary of ultimate shareholder Dividends paid Associates & joint ventures Other shareholders Shareholders of associated companies Loans to/(from) related companies Other shareholders Shareholders of associated companies (3,533) - (3,624) (435) (504) (1,169) (5,702) - - (49,198) (62,586) (50,636) - 973 All transactions with related parties are made on normal commercial terms and conditions. Balances with related companies: Associates and joint ventures: Consort associates (note 10) Consort shareholders (note 16) Basilok Ltd (note 16) Loans to related Companies: Colgate Palmolive Ltd (note 10) Harbourside Development Limited (note 10) Kelton Investments (note 10) Subsidiary Companies (note 10) - - - - - - - - - - - - - - - - - - - - (13,579) (17,455) (160) (15,998) (15,000) (160) 500 152,303 790 - 500 101,775 790 - 500 - - 5,212 500 - - 5,212 Steamships Annual Report 2014 41 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 19. Reconciliation of proﬁ t after income tax to net cash inﬂ ow from operating activities Consolidated Parent Entity 2014 2013 (restated) 2014 2 0 1 3 95,556 2,613 56,573 3,995 (78,347) (56,971) Proﬁ t for the year after tax Depreciation and impairment Dividend and interest income Net loss (gain) on sale of ﬁ xed assets Fair value adjustment on acquisition Fair value adjustment on ﬁ nancial assets Goodwill impairment Gain on sale of investment Share of proﬁ t after tax of associates Income tax expense 100,145 127,689 (91) 3,365 - - 4,010 (7,097) (3,844) 37,295 75,402 213,080 - 919 (35,467) 20,307 - - (9,697) 14,042 Change in operating assets and liabilities, net of effects from purchase of controlled entity (Increase)/decrease in trade debtors (Increase)/decrease in inventory (Increase)/decrease in deferred tax asset (Increase)/decrease in operating assets Increase/(decrease) in trade creditors (Decrease)/increase in other operating liabilities (Decrease)/increase in provision for income tax payable Increase/(decrease) in deferred tax liability (1,939) 28,818 (12,440) (41,666) (14,005) (2,052) (3,892) 4,396 (1,053) 9,487 (19,509) 36,029 (26,070) 3,631 (26,190) (7,300) - - - - (17,548) - - (1,717) - 70 - (195) - - - Net cash inﬂ ow from operating activities 222,512 237,638 432 - - - - - - - - - 134 - 62 (4,130) 438 - 101 20. Retirement beneﬁ t plans The total cost of retirement beneﬁ ts of the Group in 2014 was K7.9M (2013: K7.8M). The Group participates in the National Superannuation Fund of Papua New Guinea, a multi-employer deﬁ ned contribution fund, on behalf of all citizen employees with minimum employer and employee contribution rates established by legislation. The Group also contributes to a deﬁ ned contribution superannuation plan on behalf of expatriates. The deﬁ ned contribution superannuation plan was established in 2002. The parent entity does not employ staff directly; consequently there was no charge during the year. 42 Steamships Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 21. Subsidiaries and transactions with non-controlling interests (a) Signiﬁ cant investments in subsidiaries The consolidated ﬁ nancial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 1 (c): Name of Entity Country of Incorporation Class of Shares Consort Express Lines Limited Papua New Guinea Ordinary Datec (PNG) Limited*** Papua New Guinea Ordinary Kavieng Port Services Limited Papua New Guinea Ordinary Kiunga Stevedoring Company Limited Papua New Guinea Ordinary Lae Port Services Limited Papua New Guinea Ordinary Laga Industries Limited Papua New Guinea Ordinary Madang Port Services Limited Papua New Guinea Ordinary Middle Fly Shipping Limited** Papua New Guinea Ordinary New Britain Shipping Limited** Papua New Guinea Ordinary Oro Port Services Limited Papua New Guinea Ordinary Paciﬁ c Towing (PNG) Limited Papua New Guinea Ordinary Paciﬁ c Rumana Limited** Papua New Guinea Ordinary Paciﬁ c Rumana Mobile Investments Limited Papua New Guinea Ordinary Palm Stevedoring & Transport Limited Papua New Guinea Ordinary Port Services PNG Limited Papua New Guinea Ordinary Steamships Limited Papua New Guinea Ordinary Windward Apartments Limited Papua New Guinea Ordinary Equity Holdings* 2014 Equity Holdings* 2013 51 - 60 100 51 100 60 50 50 100 100 50 79.8 50.3 54 100 100 51 100 60 100 51 100 60 50 50 100 100 50 79.8 - 54 100 100 *The portion of ownership is equal to the proportion of voting power held. ** Consolidated by virtue of control over the operating decisions and returns. As at December 31,2014 Steamships Trading Company still has controls over these entities. ***Datec (PNG) Limited was sold on July 31, 2014. Shares in subsidiary companies have been stated at cost or fair value on acquisition less dividends received from pre-acquisition proﬁ ts. The major non-controlling interest is in Consort Express Lines Limited. The loss after tax attributable to non-controlling interest in this entity was K2.7M (2013: K26.1M loss) and the accumulated non-controlling interest in the entity at 31 December 2014 was K17.6M (2013: K16.8M). Consort Express Lines Limited paid a total dividend during 2014 of K0.4M (2013:K0.6M). Steamships Annual Report 2014 43 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 21. Subsidiaries and transactions with non-controlling interests (continued) (b) New subsidiary established during the year On 1 January 2014 Palm Stevedoring and Transport Limited was established with operations in Alotau, of which Steamships Trading Company holds a 33% share, Consort Express Lines Limited a 33% share (net Group holding of 50.3%) and an external party 33%. (c) Transactions with non-controlling interests On 1 October 2013, Steamships Trading Company Limited acquired the remaining 32% shares of Laga Industries Limited for a purchase consideration of K26.1M. The carrying amount of the non-controlling interest in Laga Industries on the date of acquisition was K17.1M. The Group recognised a decrease in non-controlling interest of K17.1M. and a decrease in equity attributable to owners of the parent of K9.0M. The effect of changes in the ownership interest of Laga Industries on the equity attributable to owners of Steamships Trading Company Limited during the year is summarised as follows: Consolidated Parent Entity 2014 2013 2014 2013 Carrying amount of non-controlling interests acquired Consideration paid to non-controlling interests Excess of consideration paid recognised in the transactions with non-controlling interests reserve within equity - - - 17,104 26,098 8,994 - - - - - - 22. Investment in associates (a) Movement in carrying amounts Opening value Share of proﬁ ts before tax Income tax expense Dividends received/receivable Closing value Consolidated Parent Entity 2014 2013 2014 2013 16,499 2,583 (775) (621) 17,636 12,177 6,538 (2,184) (82) 16,449 - - - - - - - - - - The equity method is used to account for all interests in associates on a consolidated basis. 44 Steamships Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 22. Investment in associates (continued) (b) Summarised ﬁ nancial information of equity accounted associates. The Group’s share of the results of its principal associates and its aggregated assets (including goodwill) and liabilities are as follows: 2014 Makerio Stevedoring Limited Nikana Stevedoring Limited Riback Stevedoring Limited United Stevedoring Limited Ownerships Interest % Assets Liabilities Carrying Value Revenue Proﬁ t 23 23 25 12 916 933 138 48 779 885 18,438 2,510 15,927 179 134 45 686 364 8,620 2,208 291 198 1,310 8 20,465 2,830 17,636 11,877 1,807 2013 Makerio Stevedoring Limited Nikana Stevedoring Limited Riback Stevedoring Limited United Stevedoring Limited Ownerships Interest % 23 23 25 12 Assets Liabilities Carrying Value Revenue Proﬁ t 842 1,247 182 110 660 1,137 462 329 118 207 17,499 2,881 14,618 10,997 4,014 172 138 34 2,022 15 19,760 3,311 16,449 13,810 4,354 The Stevedoring Companies provide stevedoring services to various external and Group shipping entities. All associated companies are incorporated and operate in Papua New Guinea. There are no contingent liabilities relating to the Group’s interest in the associates. Steamships Annual Report 2014 45 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 23. Investment in joint ventures (a) Movement in carrying amounts Opening value Share of proﬁ ts before tax Income tax expense Dividends received/receivable Transfers/sales Closing value Consolidated Parent Entity 2014 2013 2014 2013 15,021 2,907 (871) (1,500) - 15,557 26,510 7,634 (2,292) (5,840) (10,991) 15,021 20,051 20,190 - - - - 20,051 - - - (139) 20,051 The interest in joint ventures is accounted for in the ﬁ nancial statements using the equity method of accounting. (b) Information relating to the joint ventures are set out below. 2014 Ownership Interest % Assets Liabilities Carrying Value Revenue Proﬁ t Colgate Palmolive (PNG) Limited Harbourside Development 50 50 11,393 3,695 7,859 - 7,698 7,859 32,989 2,036 - - 19,252 3,695 15,557 32,989 2,036 2013 Assets Liabilities Ownership Interest % Paciﬁ c Towing Limited (note 24) 100 - - Colgate Palmolive (PNG) Limited Harbourside Development 50 50 16,844 9,681 61,067 53,208 Carrying Value - 7,163 7,859 Revenue Proﬁ t - 4,637 32,766 - 706 - 77,911 62,889 15,022 32,766 5,343 Paciﬁ c Towing Limited became a wholly owned subsidiary during 2013. Colgate Palmolive (PNG) Limited is a long held investment providing investment returns to the Group. Harbourside Development is a property investment company that is currently developing a commercial property in Port Moresby. The Group’s share of the capital commitments at 31 December 2014 is K11.1 M (2013: K43.5M). There are no contingent liabilities arising from the Group’s interests in the joint ventures. Joint ventures have been presented separately from associates consistent with IFRS 11 and 12 which became effective 1 January 2013. 46 Steamships Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 24. Business combinations 2013 Acquisition of the remaining shares of Paciﬁ c Towing Limited On 1 December 2013, the Group acquired a further 50% of the issued share capital, and obtained control, of Paciﬁ c Towing (PNG) Limited. Together with the 50% of the issued share capital already held, this gave Steamships Trading Company Limited control of 100% of Paciﬁ c Towing (PNG) Limited. Paciﬁ c Towing (PNG) Limited is a company incorporated in Papua New Guinea whose business includes harbor tug boat operations, tug boat charter, diving and marine salvage activities. The carrying value of the Group’s 50% interest in Paciﬁ c Towing Limited before the acquisition was K11.0m. The Group recognised a gain of K34.8m as a result of remeasuring this interest, which is included in other income in the consolidated income statement. The goodwill arising on the acquisition of Paciﬁ c Towing Limited amounting to K67.3m (which is not tax-deductible) consists of the beneﬁ t of port access and relationships with customers, none of which is subject to contractual arrangements. Restatement of previous year (2013) ﬁ gures As allowed by IFRS 3, the 2013 comparative results have been restated to include a negative adjustment to reduce the equity gain on gaining control of Paciﬁ c Towing (PNG) Limited; this is as a result of a reassessment of the fair value associates with outstanding salvage jobs at the point of gaining control. Deferred tax was also amended to reﬂ ect correct position at time of acquisition. Statement of ﬁ nancial position (extract) Trade & other receivables Intangibles Deferred tax liability Net Assets Statement of comprehensive income - including discontinued operations (extract) Other Income Proﬁ t before income tax Income tax expense Proﬁ t for the year Acquisition of Kimbe Shipping and Transport 31 Dec 2013 Increase/ (Decrease) 31 Dec 2013 (Restated) 178,996 93,514 (25,598) 739,923 38,718 90,371 (11,930) 78,441 (1,000) 103 (2,112) (3,039) (927) (927) (2,112) (3,039) 177,996 93,617 (27,710) 736,884 37,791 89,444 (14,042) 75,402 On 1 March 2013, the Group acquired, through New Britain Shipping Ltd, the trade and ﬁ xed assets of Kimbe Shipping and Transport Limited, as road transport operator and container storage, equipment hire and workshop services provider. The acquisition complimented the Group’s presence in Kimbe. The goodwill of K9.0M was attributable to the increased market access in New Britain. It is not tax-deductible. Steamships Annual Report 2014 47 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 25. Discontinued Operations On 31st July 2014, the Group disposed of its 100% interest in Datec (PNG) Ltd to Telikom PNG Ltd. The 31st December 2014 results from the Discontinued activities were derived from: a) Proﬁ t & loss for the period were: Revenue Operating expenses Proﬁ t before tax Proﬁ t after tax 7 Months 2014 12 Months 2013 62,441 (59,156) 3,285 2,093 102,998 (102,198) 800 572 b) The subsequent sale for cash consideration of K36M resulted in a capital gain for the Group of K7M (parent K17M). c) Cash ﬂ ow statement as 31 July 2014 as follows: Operating cash ﬂ ows Investing cash ﬂ ows Financing cash ﬂ ows 26. Segmental reporting (a) Description of segments 10,814 2,048 (4,998) 7,864 (947) (1,013) (965) (2,925) The Board considers the business from a product perspective and have identiﬁ ed four reportable segments. A brief description of each segment is outlined below: • • • • Commercial – consists of the retail arm of the Group and is involved in the manufacture and distribution of consumer products. Hotels and property – consists of the hotels owned and operated by the Group and also its property leasing division. The assets are stated at historical cost net of accumulated depreciation and includes new assets in the course of construction. Logistics – consists of shipping and land based freight transport and related services divisions. Finance and investment – consists of the head ofﬁ ce administration function. 48 Steamships Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 26. Segmental reporting (continued) (b) Segment information The segment information provided to the Board for the reportable segments for the year ended 31 December 2014 is as follows: Commercial Hotels & Property Logistics Finance & Investment Total 2014 External revenue Intersegmental revenue Interest revenue Interest expense Depreciation and amortisation Impairment losses Gain on sale of properties Segment results 181,588 661 - (8) (6,991) (4,562) - 278,621 34,821 - (3,709) (40,277) (3,568) - (12,172) 116,886 Share joint ventures and associates proﬁ t Total tax expense 2,035 3,329 Proﬁ t from continuing & discontinued operations (6,807) Segment assets Segment liabilities Net assets 85,739 5,923 79,816 - (37,459) 79,427 780,428 137,050 643,378 481,332 5,332 16 (7,033) (58,250) (22,460) - 23,265 1,808 (3,988) 21,086 504,616 139,273 167 - 75 941,708 40,815 91 (5,787) (28,899) (1,306) (106,824) - (30,590) 11,107 6,809 - (369) 6,440 - 134,788 3,843 (38,486) 100,145 294,535 1,665,318 616,335 898,581 766,737 365,343 (321,800) Total assets includes investment in joint ventures and associates of 7,698 - 17,636 7,859 33,193 Capital expenditure 10,094 59,418 130,790 1,026 201,328 Steamships Annual Report 2014 49 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 26. Segmental reporting (continued) 2013 External revenue Intersegmental revenue Interest revenue Interest expense Depreciation and amortisation Impairment losses Fair value loss on ﬁ nancial asset Commercial Hotels & Property Logistics Finance & Investment Total 229,434 995 - (8) (7,023) (2,487) - 260,270 39,564 - (7) (40,808) - - 441,093 12,502 34 (5,773) (57,364) (103,940) 137 - 72 930,934 53,061 106 (12,008) (17,796) (1,458) (106,653) - (106,427) - (20,307) (20,307) Segment results (16,456) 133,160 (57,707) 20,750 Share joint ventures and associates proﬁ t Total tax expense Proﬁ t from continuing operations Segment assets Segment liabilities Net assets 706 4,057 (11,693) 122,155 21,599 100,556 - (35,807) 97,353 822,810 40,699 782,111 8,991 17,010 - 698 (32,633) 22,375 79,747 9,697 (14,042) 75,402 442,633 124,865 317,768 177,850 641,400 (463,550) 1,565,448 828,564 736,884 Total assets includes investment in joint ventures and associates of 7,162 - 16,450 7,859 31,471 Capital expenditure 13,425 118,297 117,998 926 250,646 These ﬁ gures include non-controlling interests share of operating proﬁ ts and assets. (c) Geography The Group operates almost wholly in Papua New Guinea. It is not practical to provide a segment analysis by geographical region within Papua New Guinea. The Group has one insigniﬁ cant business operation in the Solomon Islands. 50 Steamships Annual Report 2014 NOTES TO THE FINANCIAL STATEMENTS Steamships Trading Company Limited Year ended 31 December 2014 (Amounts in Kina 000’s) 27. Contingent liabilities There were contingent liabilities at the Balance Sheet date as follows: (a) The parent entity has given a secured guarantee in respect of the bank overdrafts of certain subsidiaries. (b) The parent entity has given letters of continuing ﬁ nancial support in respect of certain subsidiaries, associates and joint ventures. No losses are anticipated in respect of these guarantees. 28. Commitments (a) Capital commitments Contracts outstanding for capital expenditure: - less than 12 months - 1-5 years (b) Lease commitments: group as lessee Consolidated Parent Entity 2014 2013 2014 2013 25,404 23,433 48,837 47,400 - 47,400 - - - - - - The Group leases various properties under non-cancellable operating leases. The leases have varying terms and renewal rights. On renewal, the terms of the lease are renegotiated. 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 ﬁ ve years Later than ﬁ ve years 2,779 - - 2,779 5,075 449 - 5,524 - - - - - - - - 29. Subsequent events In March 2015 the Directors declared a ﬁ nal dividend of 60 toea per share payable immediately after the Annual General Meeting on 26 May 2015. Steamships Annual Report 2014 51 INDEPENDENT AUDITOR’S REPORT to the Shareholders of Steamships Trading Company Limited Report on the ﬁ nancial statements We have audited the accompanying ﬁ nancial statements of Steamships Trading Company Limited (the Company), which comprise the statements of ﬁ nancial position as at 31 December 2014, the statements of comprehensive income, statements of changes in equity and statements of cash ﬂ ows for the year then ended, and the notes to the ﬁ nancial statements that include a summary of signiﬁ cant accounting policies and other explanatory information for both the Company and the Group. The Group comprises the Company and the entities it controlled at 31 December 2014 or from time to time during the ﬁ nancial year. Directors’ responsibility for the ﬁ nancial statements The Directors are responsible for the preparation of these ﬁ nancial statements such that they give a true and fair view in accordance with generally accepted accounting practice in Papua New Guinea and the Companies Act 1997 and for such internal controls as the Directors determine are necessary to enable the preparation of ﬁ nancial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these ﬁ nancial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. These standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the ﬁ nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the ﬁ nancial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the ﬁ nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal controls relevant to the Company and the Group’s preparation of ﬁ nancial statements that give a true and fair view of the matters to which they relate, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company and the Group’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates, as well as evaluating the overall presentation of the ﬁ nancial statements. We believe that the audit evidence we have obtained is sufﬁ cient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the accompanying ﬁ nancial statements: 1. 2. comply with International Financial Reporting Standards and other generally accepted accounting practice in Papua New Guinea; and give a true and fair view of the ﬁ nancial position of the Company and the Group as at 31 December 2014, and their ﬁ nancial performance and cash ﬂ ows for the year then ended. 52 Steamships Annual Report 2014 INDEPENDENT AUDITOR’S REPORT to the Shareholders of Steamships Trading Company Limited Report on other legal and regulatory requirements The Companies Act 1997 requires in carrying out our audit we consider and report on the following matters. We conﬁ rm in relation to our audit of the ﬁ nancial statements for the year ended 31 December 2014: 1. we have obtained all the information and explanations that we have required; 2. 3. in our opinion, proper accounting records have been kept by the Company as far as appears from an examination of those records; and we have no relationships with or interests in the Company or any of its subsidiaries other than in our capacities as auditor and tax advisor. These services have not impaired our independence as auditor of the Company and the Group. Restriction on distribution or use This report is made solely to the Company’s shareholders, as a body, in accordance with the Companies Act 1997. Our audit work has been undertaken so that we might state to the Company’s shareholders those matters which we are required to state to them in an auditor’s report and for no other purpose. We do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the opinions we have formed. PricewaterhouseCoopers Grant Burns Partner Port Moresby 30 March 2015 By: Stephen Beach Partner Registered under the Accountants Act 1996 Steamships Annual Report 2014 53 DIRECTORS’ REPORT Steamships Trading Company Limited Year ended 31 December 2014 Steamships Trading Company Limited and Subsidiary Companies The Directors submit their Annual Report for the year ended 31 December 2014 for the Company and its subsidiaries Principal Activities and Review of Operations Full details of the Group’s activities are given in the Directors’ Review on page 7. The Group continues to operate in the segments of Commercial, Hotels and Property, and Logistics. The Directors believe that there will be no signiﬁ cant changes in the Group’s activities for the foreseeable future. Changes in Accounting Policies There are no changes in Accounting Policies in the year. Result The Group operating proﬁ t for the year attributable to shareholders was K88,655,000 (2013: K114,011,000 restated). Dividend The Directors advise that a ﬁ nal dividend of 60 toea per share will be paid immediately after the Annual General Meeting on 26 May 2015. The exchange rate Kina to Australian Dollar applying on 1 May 2015 will be used to calculate the dividends to shareholders resident outside Papua New Guinea. Rounding Off Amounts in the Directors’ Report and accounts have been rounded off to the nearest thousand Kina. 54 Steamships Annual Report 2014 DIRECTORS’ REPORT Steamships Trading Company Limited Year ended 31 December 2014 Experience & Interests Register Directors serving at the date of this report have disclosed the following experience and interests in shares in the Company and provided general disclosure of companies in which the Director is to be regarded as interested as set out below: G.L. Cundle Appointed Chairman on 28th February 2015 following W.L. Rothery’s retirement Managing Director from 1st January 2013 to 12th January 2015 Member of the Remuneration Committee Member of the Strategic Planning Committee Director since 2013 Mr Cundle joined the Swire Group in 1979 and has extensive corporate experience having worked with the Group in various divisions in Hong Kong, Australia, Korea, Japan and Papua New Guinea. He was a Non-Executive Director of Steamships in 2006-2007 and Steamships Shipping General Manager from 1989-1992. He is a Director of John Swire & Sons (PNG) Ltd and various Steamships Trading Company subsidiaries, joint ventures and associate companies. He was the Managing Director of Steamships Trading Company Limited from 1st January 2013 to 12th January 2015. P. Aitsi MBE Director since 17th November 2014 Mr Aitsi is currently the PNG Country Manager for Newcrest Mining Limited and serves as a Director for various Newcrest PNG entities including the position of Chairman of Lihir Gold Limited. He was formerly the country manager for GHD (an engineering ﬁ rm), former chairman of Transparency International PNG (currently a board member) and the founder chairman of Digicel Foundation. He also serves on the boards of PNGFM, City Pharmacy Group, Leadership PNG and IPBC. G. Aopi CBE Director since 1997 Mr Aopi is an Executive Director of Oil Search Ltd, where he is also Executive General Manager of External & Government Affairs and Sustainability. He has substantial public service and corporate experience in Papua New Guinea currently serving as the Chairman of the PNG Chamber of Mines and Petroleum. He is a Director of Port Moresby Stock Exchange Ltd, Marsh Ltd, Bank of South Paciﬁ c Limited, CDI Foundation, Wahinemo Ltd and various other private companies. He is a former Chairman of Telikom PNG Ltd and Independent Public Business Corporation. T.J. Blackburn Director since 2011 Mr Blackburn is Managing Director of The China Navigation Company Pte Ltd (a Swire group company) and Chairman of Mandarin Shipping Ltd and a Director of Altus Logistics Pte Ltd. He was Director & General Manager (2009-2011) of Hong Kong Aero Engine Services, a Director of James Finlay Ltd (2005-2009) and from 1994 to 2005 worked for various subsidiaries and associates of John Swire & Sons Ltd, including Steamships Shipping & Transport. Sir M.R. Bromley KBE Member of the Audit and Risk Committee Member of the Remuneration Committee Member of the Strategic Planning Committee Director, 1986 to 1996 Director since 2000 Sir Michael Bromley has extensive international business experience from over 40 years of operating and advising companies in countries including Singapore, Indonesia, Australia, Russia, China and Papua New Guinea, principally in retail and logistics operations. He is Chairman of Heli Niugini Ltd and AAB Holdings Pty Ltd, and a Director of Pegasus Print Group Pty Ltd, Fasteners & More Pty Ltd, New Guinea Energy Limited, Sonway Asia Ltd, Chemica Ltd, Sig No.1 Ltd, Glock No. 1 Ltd, Broman Ltd, Maps Tuna Ltd, Sek No. 35 Ltd, Hoia Investment Ltd and Venture Ltd. Relevant Interest in Steamships shares: 19.99% Steamships Annual Report 2014 55 DIRECTORS’ REPORT Steamships Trading Company Limited Year ended 31 December 2014 D.H. Cox OL, OBE Managing Director 2004 to 2012 Member of the Audit & Risk Committee (wef 2015) Member of the Strategic Planning Committee (wef 2015) Director since 2003 Mr Cox joined Steamships as a Manager in 1992, rising to become Managing Director from 2004-2012. He has extensive experience in the PNG business environment. He is also a Director of Telikom PNG Ltd. G.J. Dunlop Chairman of the Audit & Risk Committee Member of the Strategic Planning Committee Managing Director 2000 to 2003 Director since 1995 Mr Dunlop is a chartered accountant with extensive experience in the Paciﬁ c region. He is a Director of City Pharmacy Group Ltd, Credit Corporation (PNG) Ltd, Hardware Haus Pty Ltd and Mainland Holdings Ltd. Lady W.T. Kamit CBE Member of the Audit and Risk Committee Director since 2005 Lady Winifred Kamit is a former Senior Partner, and currently a consultant at Gadens Lawyers in Port Moresby. She is a Councillor of the Papua New Guinea Institute of National Affairs and Chairperson of Coalition for Change PNG. She is a Director & Secretary of Bunowen Services Ltd and Gadens Administration Services Ltd, and a Director of Newcrest Mining Ltd, Nautilus Minerals Niugini Ltd, Kamchild Ltd, ANZ Banking Group (PNG) Ltd and South Paciﬁ c Post Ltd. P.W. Langslow Managing Director from 12th January 2015 Mr Langslow joined the Swire group in September 1984 and has been with Cathay Paciﬁ c since 1985. Prior to his present appointment, he has held a number of positions in the airline, including country and regional management roles in India, Italy, Canada and Taiwan, as well General Manager Inﬂ ight Services and General Manager Airports. He is a Director of John Swire & Sons (PNG) Ltd and various Steamships Trading Company subsidiaries, joint ventures and associate companies. S.C. Pelling Finance Director & Company Secretary Mr Pelling is a chartered accountant who was previously Finance Director for agricultural operations in Africa with James Finlay Ltd, a wholly-owned subsidiary of John Swire & Sons Ltd. He is a Director of John Swire & Sons (PNG) Ltd and various Steamships Trading Company subsidiaries, joint ventures and associated companies. B.N. Swire Director since 2015 Mr Swire joined John Swire & Sons in 1985 and has since worked at various times in Hong Kong, Papua New Guinea and Japan, concentrating on the Group’s marine businesses. He returned to the London Head Ofﬁ ce in 1994 and is now the Chairman of John Swire & Sons, Ltd., as well as the Non-Executive Chairman of the China Navigation Co., Ltd., and of Swire Oilﬁ eld Services, Ltd., and a Non-Executive Director of Swire Paciﬁ c Offshore, Ltd. Direct and indirect beneﬁ cial interest 4.47% 56 Steamships Annual Report 2014 DIRECTORS’ REPORT Steamships Trading Company Limited Year ended 31 December 2014 Remuneration of Directors Directors remuneration received or receivable from the Company as Directors during the year, is as follows: W.L. Rothery (retired 28 February 2015) D.H Cox OL, OBE G. Aopi, CBE T.J. Blackburn Sir M.R. Bromley KBE G.J. Dunlop J.W.J Hughes - Hallett CMG, SBS (retired 31 December 2014) Lady W.T. Kamit, CBE P. Aitsi, MBE G.L Cundle* S. C. Pelling * 2014 K’000 246 99 99 99 152 129 99 197 11 - - 2013 K’000 211 84 84 84 211 169 84 148 - - - * Managing Director and Finance Director receive no fees for their service as Directors during the year. Remuneration of Employees The number of employees other than Directors, whose remuneration and other beneﬁ ts was within the speciﬁ ed bands are as follows: Remuneration K’000 2014 No. 2013 No. Remuneration K’000 2014 No. 2013 No. Remuneration K’000 2014 No. 2013 No. 110-120 120-130 130-140 140-150 150-160 160-170 170-180 180-190 190-200 200-210 210-220 220-230 230-240 240-250 250-260 260-270 270-280 280-290 290-300 300-310 310-320 330-340 340-350 350-360 13 14 6 5 9 7 6 2 3 2 5 3 2 3 1 1 6 6 1 2 1 1 1 3 - 12 12 9 9 6 3 5 8 5 1 6 3 8 4 5 3 2 2 1 1 5 - 1 For and on behalf of the Board: 360-370 370-380 380-390 390-400 400-410 410-420 420-430 430-440 440-450 450-460 460-470 470-480 490-500 500-510 510-520 520-530 530-540 540-550 550-560 560-570 570-580 580-590 600-610 610-620 6 2 - 1 1 4 5 - 2 1 - 1 1 2 - 1 2 2 - 2 - 1 1 1 1 3 4 - 3 2 2 1 - 1 1 3 - - 3 2 - 1 3 - 2 - - 1 630-640 650-660 660-670 670-680 680-690 700-710 710-720 740-750 750-760 770-780 790-800 830-840 840-850 880-890 940-950 960-970 970-980 1,030-1,040 1,050-1,060 1,070-1,080 1,660-1670 1,700-1,800 - 1 - 1 1 2 1 - 1 - 2 - - - - 1 1 1 1 1 1 1 2 2 - 1 1 3 1 - 1 1 1 1 1 1 - 1 1 1 1 Port Moresby 30 March 2015 Chairman G.L. Cundle P.W. Langslow Managing Director Steamships Annual Report 2014 57 STOCK EXCHANGE INFORMATION Steamships Trading Company Limited Year ended 31 December 2014 Shares are listed on the Australian Securities Exchange and the Port Moresby Stock Exchange. All shares carry equal voting rights. Shareholdings At 26 February 2015, there were 398 shareholders. 295 Holding Holding 76 Holding 13 Holding 14 1 1,001 5,001 10,001 - - - - 1,000 units 5,000 units 10,000 units and over The 20 largest shareholders were: Number of shares John Swire & Sons (PNG) Limited Bell Potter Nominees Ltd National Superannuation Fund Ltd John E Gill Operations Pty Ltd Citicorp Nominees Pty Limited Kelvinside Pty Ltd Malcolm Burns Reid Mr Ramesh Mahtani Hylec Investments Pty Ltd Intercontinental Assets Pty Ltd Capital Nominees Limited Bryce Family Super Fund Engoordina Pty Ltd Derrick Charles Whitaker Jennifer May Forbes Miss Shirin Moayyad Custodial Services Limited Mary Patricia Haughton Mrs Judith Scottholland Mrs Robyn A Gostelow 22,362,651 6,199,586 1,859,446 54,727 27,542 25,000 22,867 21,700 20,494 15,000 12,767 12,243 11,078 10,348 10,000 10,000 8,768 8,161 8,161 7,393 30,707,932 % 72.12 19.99 6.00 0.18 0.09 0.08 0.07 0.07 0.07 0.05 0.04 0.04 0.04 0.03 0.03 0.03 0.03 0.03 0.03 0.02 99.03 Applicable Legislation The Company is incorporated in Papua New Guinea and is not generally subject to Australian Corporations Law including, in particular, Chapter 6 of the Australian Corporations Law dealing with the acquisition of shares (including substantial shareholdings and takeovers). The Company is subject to the requirements of the Papua New Guinea Companies Act 1997, Securities Act 1997 and the Takeovers Code. The Companies Act and the Securities Act regulate the issue and buy-back of shares and contain provisions as to the trading in securities, provisions as to ﬁ nancial beneﬁ ts to related parties, substantial shareholders provisions, remedies in cases of oppression or injustice and actions by, and access to, records by shareholders. The Takeovers Code regulates offers where a person already holds more than 20% of the voting rights in a company or where a person becomes the holder of more than 20% of the voting rights in a manner permitted by the Code. A code offer, which can either be a full offer or a partial offer, must be extended to all holders of voting securities in the Company. The Code also contains compulsory purchase and sale provisions if more than 90% of the shares are acquired under an offer. 58 Steamships Annual Report 2014 Steamships Annual Report COMPANY DIRECTORY CHAIRMAN G. L. Cundle §& MANAGING DIRECTOR P.W. Langslow FINANCE DIRECTOR S. C. Pelling NON-EXECUTIVE DIRECTORS P. Aitsi MBE G. Aopi CBE T.J. Blackburn Sir M.R. Bromley KBE §+& D. Cox OL, OBE +& G. J. Dunlop +& Lady W.T. Kamit CBE + B.N. Swire + Member of the Audit and Risk Committee § Member of the Remuneration Committee & Member of the Strategic Planning Committee SECRETARY S. C. Pelling REGISTERED OFFICE Champion Parade Telephone: +675 322 0222 P.O. Box 1 Port Moresby Papua New Guinea AUDITORS PricewaterhouseCoopers P.O. Box 484 Port Moresby Papua New Guinea SHARE REGISTRARS Computershare Investor Services Pty Limited GPO Box 2975 Melbourne VIC 3001 AUSTRALIA Telephone: (Aus) 1300 85 05 05 (Overseas) Fax: +61 (0)3 9415 4000 +61 3 9473 2500 STOCK EXCHANGE Shares are listed on both the Port Moresby Stock Exchange Limited and the Australian Securities Exchange Limited. A. R. B. N. 055 836 952 Steamships Annual Report 2014 59 This page has been intentionally left blank.

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