ASX Announcement
20 September 2016 2016 Annual Report
Attached is Spotless’ 2016 Annual Report that is to be mailed today to shareholders who have elected to receive a hard copy.
The 2016 Annual Report will be also be available online at www.spotless.com.
Investor and analyst contact: Media contact: Geoff Bryant Julian Murphy General Manager, Investor Relations Corporate Communications Manager T +61 2 9816 9281 T + 61 7 3908 6347 M +61 419 684 900 M + 61 418 970 778
Spotless Group Holdings Limited ABN 27 154 229 562 549 St Kilda Rd, Melbourne VIC 3004 Australia www.spotless.com Page 1 of 1
Annual Report 2015 / 2016
1 Contents Creating Great Experiences...... 1 Business Overview...... 2 Performance Highlights...... 3 Chairman’s Letter...... 4 Chief Executive Officer’s Report...... 6 Chief Operating Officer’s Update...... 9 Review of Operations...... 10 Health, Education and Government...... 10 Commercial and Leisure...... 11 Base and Township...... 12 Laundry and Linen...... 13 Executive Team...... 14 Our Strategy...... 16 Bringing the Strategy to Life...... 17 Exceptional People...... 18 A Smarter Spotless...... 22 Celebrating 70 Years of Taking Care of it...... 23 Financial Statements for year ended 30 June 2016...... 25 Directors’ Report...... 26 Corporate Governance Statement...... 72 Consolidated Statement of Profit or Loss and Other Comprehensive Income...... 82 Consolidated Statement of Financial Position...... 83 Consolidated Statement of Changes in Equity...... 84 Consolidated Cash Flow Statement...... 85 Notes to the Financial Statements for the year ended 30 June 2016...... 86 Audit Independence Declaration...... 134 Directors’ Declaration...... 135 Auditor’s Report...... 136 Shareholder Information...... 138 Corporate Directory...... 140
Our Values
Putting Rolling up Leading Making every Finding people first our sleeves not following dollar count better ways
2 Creating Great Experiences
Over the past 70 years, Spotless has grown from a shop front business in Melbourne to be Australia and New Zealand’s leading provider of integrated facilities services.
Every day, we help thousands of clients run their businesses.
Our team of 36,000 exceptional people and our flexible approach allow us to deliver tailored solutions across a diverse range of industry sectors.
We are unmatched in our ability to deliver integrated services covering asset maintenance and management, catering and hospitality, cleaning, facility management, laundry management, mechanical and electrical, security and utility support services.
Whether it be providing critical security for patients and clinical staff at hospitals, preparing nutritious meals at schools, delivering the optimum air-conditioned climate at an airport, maintaining public housing that accommodates tens of Top: South Bank TAFE, Brisbane thousands of people, laundering uniforms for factory workers, Public Private Partnership or making sure the elderly have clean rooms in an aged care Left: NAB cafe, Melbourne Alliance Catering residence, we’ll take care of it.
1 Business Overview
Our People Market Segments We have 36,000 employees across 40 offices, and we are located in hundreds of our customers’ businesses.
200 6,200 3,000 2,900 4,500
630 10,000 8,300
270
Our Brands INTEGRATED FACILITIES SERVICES
CATERING HVAC, MECHANICAL & ELECTRICAL
UTILITIES SERVICES
CLEANING SECURITY
LAUNDRY AND LINEN ASSET MANAGEMENT
2 Performance Highlights
Market Segments
Over the past year Spotless’s great team delivered the following services that are essential to our customers:
• Served food to 68 million customers • Catered for six million sports fans at stadia and major events • Maintained 75,000 homes in public housing estates • Washed 33 million sheets and 18 million industrial garments • Managed 2.2 million room nights, 315,000 check-ins in 23 remote mining accommodation camps • Delivered 4.4 million hours of service to a wide range of Australian and New Zealand healthcare providers • Provided 150 security guards daily for the Victorian Racing Club Melbourne Cup Carnival, Victoria • Purchased 5,013 tonnes of meat, poultry and seafood • Managed more than 52 million meter reads
3 Chairman’s Letter
On behalf of the Board and management team, I am pleased to present shareholders with our annual report for the 2016 financial year. Spotless Group experienced a challenging year with short-term issues impacting our ability to hit growth targets. Despite these headwinds, the company delivered a steady result for shareholders in line with guidance provided in December 2015.
Our Results Management and Board Spotless’ sales revenue for FY16 was up 10.6 On behalf of the Board, I extend a sincere thanks per cent on last year to $3.2 billion. We delivered to Chief Executive Officer Martin Sheppard and his statutory EBITDA of $312 million, down 1.5 per cent, management team for their hard work to improve while statutory NPAT was $122 million, down 14.4 business performance over the past 12 months. per cent. Our underlying EBITDA was $326 million, This new executive leadership successfully up 6 per cent, and underlying NPAT was $131 million, completed a strategy reset focused on winning down 4 per cent on last year. new customers and generating organic growth from our existing client base. The one-off items reflected in the result have been resolved and Spotless remains in a strong financial I would like to recognise my colleagues on the position. Reinforcing the Board’s confidence in the Board for their diligence and continued support. company’s future, your directors have declared a This year we were pleased to welcome Julie final dividend of 5.0 cents per share, bringing total Coates to our ranks and we remain committed dividends to 8.5 cents per share. to the ongoing renewal and development of our capabilities. During the year, Geoff Hutchinson Expanding our Service Offerings retired from the Board and Rob Koczkar will retire Spotless successfully delivered a broad range on 30 September 2016. I thank them both for of capabilities to integrated facilities management their great contribution to the business. contracts in FY16, generating value for clients and shareholders. Our new business win rate by number Thank You improved, while we recorded a contract renewal rate I also wish to congratulate Spotless’ 36,000 of 80 per cent. To ensure we continue to win large diverse and professional staff for their commitment contracts, management introduced additional rigour to working safely and delivering high quality to our bid process. services. Every day they partner with our valued customers and suppliers to create Spotless is the leading operator of social infrastructure great experiences. We are very proud of our Public Private Partnerships across Australia and New contributions to the communities we serve through Zealand. With a combined average tenure of more our various social and environmental programs. than 25 years, these contracts provide a secure, Importantly, I thank our clients and shareholders long-term revenue stream. for their confidence in this great company. We will continue to look for expansion opportunities but our focus is to deliver synergies from our FY15 and FY16 acquisitions. Any additions to our portfolio will further expand our service offerings, consolidate market position and improve self-delivery.
In 2016, Spotless celebrated a proud milestone—70 years of “taking care of it”. As we look ahead to the future, we remain confident in the strength of our business and its ability to deliver profitability and reliable, sustainable growth.
Margaret Jackson AC Chairman
4 The Royal Children’s Hospital, Melbourne Client: Children’s Health Partnership
5 Chief Executive Officer’s Report Spotless delivered a solid FY16 result in line with market expectations. We completed the integration of six businesses and implemented a strategy reset focused on organic growth. With a new management team supporting our great workforce, we are confident in the strength of the underlying business and opportunities for growth.
Broadening Capability Customer Centricity In FY16, we completed a strategy reset focused Over the past year, Spotless increased our on accelerating organic growth through long, commitment to partnering with customers to expandable multi-service contracts that leverage support their success. We have implemented our scale and breadth of services. We expanded business development and account management our capabilities to include security, mechanical and programs to ensure customers benefit from our electrical services, as well as water, power, lighting diverse range of services and geographic reach. and other utility services. We also extended our laundries footprint. Our People Spotless proudly self-delivers 70 per cent of Our diverse workforce is a reflection of the services, providing a competitive advantage when communities we serve. We support Aboriginal it comes to quality, safety, service consistency, and Torres Strait Islander communities through oversight and managing risk. During the year, we employment and sourcing programs, with clearly secured a number of lucrative contracts, including defined deliverables outlined in our Reconciliation new wins and renewals. Action Plan (RAP). We have a range of Affirmative Workforce Action programs supporting young Stable Returns and mature age workers, gender equity, as well as assisting culturally and linguistically diverse Sales revenue and underlying EBITDA were workers gain valuable employment opportunities. up on the previous year, while we recorded a Social inclusion and work opportunities are major flat underlying profit. A number of short-term contributors to solving many social issues and, as factors adversely affected performance, including one of Australia’s largest employers, we are proud acquisition integration issues and costs related to to play our part. large unsuccessful tenders. However, the results were in line with guidance provided to the market, Looking Ahead reflecting a strong operational and financial focus from the management team. For FY17, we expect to deliver steady returns through improved performance of the laundries Spotless maintains a solid capital structure, with net business, further growth from acquisitions, and the debt comfortably within facility requirements. New commencement of new PPPs. We also stand to acquisitions made a positive contribution to the benefit from revenue growth in existing contracts, result and, with integrations now complete, a and the conversion of a $1.3 billion pipeline of full-year contribution can be expected in FY17. opportunities. We received bidder interest in our laundries business but after assessing future growth On behalf of the management team, I thank opportunities, we determined more value can be Margaret Jackson and the Board for their guidance realised retaining it in our portfolio. and advice during FY16. I also applaud the tireless efforts of our dedicated people. They are A Smarter Spotless committed to working safely to deliver excellent results for our customers and communities. A key component of our strategy reset is to create Finally, I would like to thank Spotless shareholders an innovative culture and leverage technology to for their support of our great company. drive growth and enhance the customer experience. In FY16, Spotless introduced smarter solutions to the marketplace, such as automated guided vehicles in healthcare, food and drink ordering apps, as well as other data, lighting and electrical technologies into our service offerings. Martin Sheppard Chief Executive Officer and Managing Director
6 South Bank TAFE, Queensland, Public Private Partnership Client: Axiom Education Pty Ltd
7 Christ’s College, Christchurch
8 Chief Operating Officer’s Update
Spotless’ solid FY16 performance was underscored by strong renewals across a range of sectors such as health, government, commercial, leisure and acquisitions.
Safety Spotless is proud of the significant safety improvements we achieved during FY16. We recorded a 41 per cent reduction in our lost time injury frequency rate and an 8 per cent reduction in recordable injuries. Our proactive focus on creating a safety culture at Spotless is championed by our leaders and their commitment to safe behaviour. We provide opportunities for staff feedback through our safety surveys. Through our programs and commitment to safety, we are well placed to build on this improved performance. Operational Excellence As part of our strategy reset, Spotless is better utilising our core abilities to strengthen our client base and drive organic growth. In FY16, we shifted our focus to cross-selling bolt-on, additional services to provide an integrated offering to customers. We had success with our well-established contacts in the defence sector. We also delivered benefits from a mix of investments and an efficient end-to-end procurement function. Recent acquisition UASG is leading the market with advanced technological meter-reading. We continue to develop and implement a range of cost-efficient and innovative solutions across our cleaning and food businesses. Capability What sets Spotless apart is our committed workforce and we are focused on increasing its skills and capability. This ensures the best service to our customers and a fulfilling career path for our people. This is supported through succession planning, reward and recognition, and retaining our high-performing staff. We have invested in workforce planning and mobilisation improvements to ensure the smooth delivery of PPP projects. Spotless takes great pride in the efforts of our 36,000 people who work hard to deliver our purpose—to provide great experiences for our customers, our people and the community. Customer Engagement Spotless has robust relationships with our diverse customer base developed over 70 years of excellence. We continue to deliver a strong performance in contract renewals. To strengthen these important partnerships, Spotless has expanded our client account management program, promoting deeper levels of engagement across our operations. Emphasising face-to-face engagement and feedback, the program targets key customers and employs a strategic approach to understanding their needs. As a result, we have successfully augmented our client prospect contacts and are positioned to support customer success into the future.
Spotless will continue to invest in our people, client relationships and operational excellence in FY17 to ensure financial stability and growth. Our diversified portfolio, exposure to growth sectors such as education, health, government and defence, coupled with an increased business development capability, will ensure an agile and profitable company for years to come.
Dana Nelson Chief Operating Officer
9 REVIEW OF OPERATIONS Health, Education and Government
Spotless provides facility management, catering and cleaning services for social infrastructure providers, including private and governmental entities. We operate in public and private hospitals, aged care facilities, universities, colleges and high schools, public housing, local government, transport and correctional facilities.
Highlights Performance Our health and education businesses experienced Spotless delivered strong earnings growth in health, significant growth, particularly across our PPP portfolio. education and government with an 8 per cent This contains six contracts including two long-term increase in underlying EBITDA from the prior year. contracts with Victorian and West Australia schools. The commencement of new PPPs helped drive this result, as did contributions from the existing portfolio. The performance of our government contracts was Steady growth in the education and government areas robust, with strong contributions from our correctional, was offset by a decline in healthcare margins. Statutory local government and housing sectors. This included sales revenue for the sector decreased by $74.9m or a five-year renewal to maintain social housing for 6.3 per cent, largely due to a procurement pass-through the NSW Land and Housing Corporation. We also contract that expired in December 2015 and changes to successfully renewed and extended services at a contract models with key clients. number of District Health Board (DHB) contracts in New Zealand, including Capital & Coast DHB, Central Alliance and Canterbury DHB.
FY16 A$m FY15 A$m CHANGE
Revenue* 1,072 1,004 7%
EBITDA* 116 107 8%
EBITDA Margin* 10.8% 10.6%
* Figures quoted are underlying
10 REVIEW OF OPERATIONS Commercial and Leisure
Spotless delivers facility management, catering and cleaning services for private sector organisations. Our customers include large and medium-sized companies, operators of airports and airline terminals, as well as function centres, large stadia, commercial offices and retail spaces.
Highlights Performance A key focus of the year was on the integration of the Sales revenue for commercial and leisure increased by AE Smith, UASG and TGS businesses. This provided $309.1m (or 34.6 per cent) over the prior year reflecting challenges but delivered strong operational results and contributions from recent acquisitions, including a full provided new business opportunities. year from strong performer, UASG. Spotless won a number of significant catering contracts, while there Our work at Melbourne Airport added terminal facilities was a decrease in sports and leisure sales due to lower management to landside facilities management, bringing stadium and event activity. the combined contract revenue to in excess of $25 million. We also renewed and extended security services at the airport. Operational cross-selling of services with GSK and Clipsal 500 has also provided growth. Spotless has secured significant contract extensions including Melbourne Town Hall for an additional five years.
FY16 A$m FY15 A$m CHANGE
Revenue* 1,201 892 35%
EBITDA* 81 79 3%
EBITDA Margin* 6.7% 8.8%
* Figures quoted are underlying
11 REVIEW OF OPERATIONS Base and Township
Spotless holds a number of integrated services contracts for defence forces and resources companies. For our defence clients we work across residential housing, barracks and bases. In the resources sector we deliver services for remote mines, mining townships and support facilities.
Highlights Performance Spotless’ work across the defence industry continued Base and Township delivered solid sales revenue and to expand significantly. We completed due diligence underlying EBITDA grew due to a strong earnings and increased activities across the 13 service lines contribution from the defence sector. We continued to in the Estate Maintenance and Operation Support mobilise operations in this area, while also completing (EMOS) contracts. The development and improvement due diligence works on a significant contract and of existing systems and processes also assisted improving systems and processes to drive operational operational efficiencies. efficiencies. The defence sector’s strong growth was offset by a soft resources market. Our business in this Our resources business remained solid despite sector experienced a reduction in revenue and margins unsuccessful bids for contracts with Rio Tinto and the as economic conditions tightened. Argyle diamond mine. Spotless’ contract retention across this portfolio continued to be strong with key renewals with QGC, Anglo American and Ausco. We also successfully mobilised new sites, including BHP Kurra Village, Rio Hail Creek, St Barbara, Yancoal and four new villages for Ausco for combined annual revenue of about $35 million.
FY16 A$m FY15 A$m CHANGE
Revenue* 599 547 10%
EBITDA* 96 74 30%
EBITDA Margin* 16.0% 13.6%
* Figures quoted are underlying
12 REVIEW OF OPERATIONS Laundry and Linen
We provide centralised laundry services for linen for public and private hospitals, aged care facilities and accommodation clients, such as hotels and serviced apartments. Spotless also delivers uniform laundry services to a number of corporate customers, and the food and manufacturing sectors.
Highlights Performance There was increased activity in Spotless’ laundry and Sales revenue growth for the laundry and linen business linen services in 2016 with higher volumes courtesy was largely driven by the Prime Laundry acquisition which of the acquisition of Aladdin Laundry, ILS and Prime was completed in August 2015. A decline in underlying Laundry. We mobilised the Fiona Stanley Hospital in EBITDA resulted from performance issues and higher Perth and delivered a national roll out of a garment integration costs of the acquisitions. While revenue and contract with Ingham’s. Our New Zealand business profit did not reflect our expectations, these issues have expanded with the growth of a number of new aged largely been addressed with the focus now on driving care contracts while we extended all the District Health operational efficiencies across our plants. Board (DHB) agreements.
FY16 A$m FY15 A$m CHANGE
Revenue* 295 278 6%
EBITDA* 71 86 (17%)
EBITDA Margin* 24.2% 31.0%
* Figures quoted are underlying
13 Executive Team
Martin Sheppard Dana Nelson Nigel Chadwick Julian Fogarty Chief Executive Officer Chief Operating Officer Chief Financial Officer General Manager— and Managing Director Brand, Innovation & Technology
Martin Sheppard joined Dana Nelson is Chief Nigel Chadwick commenced Julian Fogarty joined Spotless Spotless as Chief Executive Operating Officer with full as Chief Financial Officer for as General Manager—Brand, Officer in November 2015 accountability for all Spotless’ Spotless in January 2016. Innovation and Technology and leads a team of 36,000 key sectors, service lines and He leads the company’s in February 2016. He is employees who provide brands across Australia and treasury and finance functions responsible for marketing, services essential to New Zealand. Dana maintains and oversees accounting, tax, corporate communications, businesses across Australia responsibility for more than commercial, risk management corporate citizenship, and New Zealand. 1,500 contracts. and internal audit services. innovation and technology. Martin is implementing a Prior to her appointment Nigel has a strong record in Julian is focused on bringing strategy reset across the as COO, she was a Group senior financial management innovative solutions to company to drive growth, Divisional Manager with positions for large and Spotless, our customers customer centricity, a high responsibility for the Business complex businesses across and cultivating a market- performance culture, as & Industry, Education, multiple jurisdictions. He leading brand. He will work well as enhance brand and and Leisure, Sports & is highly skilled in capital across the Spotless group innovation. Backed by a high- Entertainment sectors. In raising, business integration, to leverage technology and performance management this role she led the facilities governance and shareholder develop an entrepreneurial team and the Board, Martin’s management, cleaning and engagement. culture that results in new dynamic approach is focused food service delivery lines. products and services and Prior to joining Spotless, he on integrating the more than an enhanced customer Dana initially began with the was Group Treasurer at BHP 100 services that Spotless experience. company in 2010, heading Billiton. Additionally, he has delivers to a wide range of the development of Alliance held senior treasury, financial, Prior to joining Spotless, clients. Catering. She has been tax, accounting and investor Julian was Head of Innovation Previously, he was a Senior instrumental in expanding relations roles at BHP Billiton at KPMG and prior to that Partner at KPMG and has the food service line within and Telstra Corporation over CTO. He has over 21 years’ strong experience advising Spotless, particularly in the past 20 years. experience leveraging public and private sector the Business & Industry, innovation and technology to Nigel has a Bachelor of clients in the transport, Education and Airport drive growth having worked Science (Hons) (Mathematics) logistics, retail, energy and sectors. Before joining for KPMG, Axon Consulting from Victoria University of natural resources industries. Spotless, Dana worked for and Accenture across Asia, Manchester and is a member He also brings to Spotless Delaware North Companies, Europe and the United States. of the Institute of Chartered extensive expertise leading holding roles from Director Accountants Australia and Julian has a Bachelor of complex tenders, mergers and of Operations through to New Zealand. Economics (Hons) from acquisitions, and successful Managing Director of Australia Monash University. integration projects to pursue and New Zealand. growth opportunities. Dana holds a Master of Martin holds a Bachelor of Business and a Bachelor of Economics from Australian Science (Orthoptics). National University and is a member of the Institute of Chartered Accountants Australia and New Zealand.
14 Agi Luczak Paul Morris Catherine Walsh General Manager— General Counsel and Group Executive—People, Markets and Growth Company Secretary Performance and Culture
As Spotless’ General Paul Morris is General Catherine Walsh joined Manager, Markets and Counsel and Company Spotless in August 2016 Growth, Agi Luczak leads Secretary and leads Spotless’ to fulfil the position of a 35-strong team that legal, company secretarial Group Executive—People, pursues more than 200 and regulatory compliance Performance and Culture. organic growth opportunities functions. Paul joined In this role, Catherine across the business each Spotless in August 2000 and oversees Spotless’ human year. From 2015 through to has managed the Company’s resources, industrial relations, 2016, she was responsible Group Legal function since payroll, occupational for developing a growth 2008. health and safety, workers strategy across all service compensation, remuneration In September 2012, he was lines. This program included and staffing functions. appointed General Counsel detailed market analysis, and Company Secretary. A key aspect of her role is segmentation, positioning to drive a high performance and prioritisation. Paul leads an experienced culture in line with Spotless’ and commercially focused Agi has introduced critical strategy reset, helping the legal and compliance team, sales processes into business retain and attract which works closely with all the business, including the best people. parts of the Spotless Group. a centralised Customer Catherine brings to Spotless Relationship Management Prior to joining Spotless, Paul more than 21 years of tool, and has a proven was a senior associate at experience in human track record in strategy leading law firm Minter Ellison resources and workplace development and practising in corporate law relations. This includes 15 implementation. and mergers and acquisitions. years at Australia Post as Prior to joining Spotless He has a Bachelor of Law General Manager—Group in 2014, Agi held senior and a Bachelor of Economics Human Resources & Safety. managerial positions at from Monash University. Catherine has a Bachelor Australia Post, and has more of Law and a Bachelor than 15 years’ experience in of Commerce from the the service, logistics, finance University of Melbourne. and education sectors. She has an MBA from the Melbourne Business School at the University of Melbourne.
15 Our Strategy
Spotless launched a strategy reset in FY16 to support a stronger, more progressive company as it provides market- leading services that are essential to our customers. Founded on three strategic pillars, the reset is ensuring Spotless delivers business growth, increased earnings and reliable returns for shareholders.
Extend Spotless is extending the breadth of our service offerings while prioritising key market sectors with high growth opportunities such as education, health, government and defence. To improve profitability, the business is focused on organic growth and securing work in high-return, low-capital areas. Investment in business development capability will strengthen existing customer relationships and win new customers, further driving organic growth. We are focused on securing long-dated, multi-service, expandable contracts, such as public-private partnerships, that leverage our scale, geographical footprint and range of capabilities.
Unlock Value Spotless’ strategy reset is focused on unlocking the value already within the business to strengthen market position. We are increasing the quality of engagement with customers to better understand their requirements and support their success. This will also provide opportunities to cross-sell additional services into existing contracts. Operational excellence is a strategic priority, delivered through efficiency and upgrading systems that improve safety, operations and financial functions. This agile, responsive operating model will further optimise service offerings and strengthen the company’s balance sheet.
Reposition To enable and facilitate the growth agenda we will reinforce Spotless’ position as Australia and New Zealand’s leading integrated facilities services provider. Our high performance culture rewards employees as part of a diverse organisation with a shared purpose which, in turn, helps attract and retain the best people. Spotless is focused on improving brand recognition and we have developed the working environment to ensure innovative ideas are encouraged. A collaborative and entrepreneurial mindset allow our staff to explore emerging trends and bring new solutions to the market. This motivates our teams, improves account management and further enhances customer experience.
16 Bringing the Strategy to Life
Every day our diverse and talented team supports the lives, enjoyment, work and growth of millions of people.
To ensure we continue delivering for customers, the community, shareholders and our people, we must:
Embrace our Purpose Deliver our Strategy Creating great experiences for our Growth, customer centricity, operational customers, employees and communities. excellence, high performance culture, and brand and innovation.
Live our Values
Putting Rolling up Leading Making every Finding people first our sleeves not following dollar count better ways
When we do this we achieve our vision to be The First Choice for our customers and stakeholders.
17 Exceptional People
Spotless enjoys a diverse, engaged and values driven workplace. Our different perspectives, backgrounds and skills means that we can better understand our clients. Strong values and pride in our work are at the core of our culture. We would like to introduce you to some of our team who are representative of the exceptional people we employ.
Paul Moir Group Manager Public Private Partnership Education, and Contract Manager South Bank TAFE The people he works with are what it is all about for Paul. “We are embedded with our client and our team works closely together. This really brings a feeling of family within the contract, we work as a true team and push each other to achieve great things every day,” he said. Paul actively plans for the future. He makes decisions looking 5–10 years ahead, that will both meet Spotless’ requirements and improve the educational delivery experience of over 20,000 students. “In an increasingly competitive educational market, we must provide cutting-edge delivery techniques and equipment to constantly ensure our clients have the best delivery experience to offer students.”
Roz Hanson Contract Manager Public Private Partnership, new Royal Adelaide Hospital Roz leads the contract mobilisation of this new 800-bed Public Private Partnership hospital with the challenging role of developing a 700-person team and capability prior to the hospital opening. Every day she keeps spirits high in the team on their mobilisation journey whilst managing the repercussions of construction delays. She revels in the “unique opportunity of creating a team from the ground up—recruiting amazing people and developing a culture that truly epitomises Spotless’ values”. Roz compares it to, “watching a garden of flowers from seed to bloom—extremely rewarding”.
Deniz Karaca Executive Pastry Chef EPICURE, Melbourne Cricket Ground Providing guests with an unforgettable dining experience is what drives Deniz to create his awarded desserts. Deniz and his team provide restaurant quality desserts to very large numbers on a daily basis without ever compromising on quality. “Our pastry kitchen compares to the best in the country and our desserts can easily compete with dishes you find at a hatted restaurant,” he said. Deniz is renowned for his charitable nature and actively uses his desserts to raise funds such as the Cancer Council’s Biggest Morning Tea and the Royal Children’s Hospital Gingerbread Village at the Melbourne Town Hall.
18 Melanie Hawksworth National Operations Manager, Department of Corrections New Zealand Contract Problem solving, process improvement and finding solutions for both Spotless and the client are what Melanie enjoys most about her role. Her team manages and maintains Prisons and Community Probationary Services buildings. They have many factors to negotiate including site access, quick response to incidents and managing multiple trades on high security sites. “No two days are the same, and we operate at such a fast pace. The people I work with are fantastic,” said Melanie. Her commitment to achieving Spotless’ goals has resulted in outstanding customer service and operational efficiencies.
Alan Jennings Contract Manager, Energex Meters Alan enjoys the longevity of having worked with most of his 150-person team for 17 years. He is responsible for the safety and KPIs of his team as they enter 25,000 uncontrolled environments daily. “Every day has different challenges and that is what makes it really interesting,” said Alan. “Weather, safety obstacles, dealing with the public and even dangerous dogs are all part of the job.” Alan’s commitment to his role and understanding of his client’s requirements have meant that he is well-awarded on performance metrics by the client. Energex Meters merged with UASG during 2015.
Jared Morkel Estate Upkeep Works Manager, Gallipoli Barracks Jared oversees the total facility management services at the Department of Defence’s Gallipoli Barracks. This involves project management, subcontractor management and supervision of all tradespeople. “Working in a close-knit team with competent managers and tradespeople creates a great work environment. We are accountable to the client to meet their KPIs for value for money and innovative solutions to preventative maintenance and breakdowns,” Jared said.
Julie Lawler Senior Retail Manager, Sunshine Coast Airport A progressive business, outstanding team and seeing results are the compelling reasons for Julie enjoying her role. “I work with a motivated, supportive team which naturally leads to customer satisfaction and results for the business,” she said. “By engaging with our client we have improved the environmental impact of the airport’s operations with the OSCA recycling program. Employment of local youth is important for the sustainability of the Sunshine Coast community and we work with local schools to fill any job opportunities we have,” Julie noted. Spotless is growing on the Sunshine Coast and Julie is looking forward to the opportunities that brings.
19 Exceptional People
Kerry Herschell Site Manager, Trinity College, Melbourne University Kerry and her team feed 330+ students and staff that live onsite, three meals a day, seven days a week while they attend university, as well as numerous college and community functions. She loves working in the vibrant student community and getting to know their personal journeys. “In this busy community our experienced team needs to be highly-organised with running the day-to-day operations. This gives us the flexibility and quality of catering to provide themed and special event days.” she said. Kerry and her team recently won the Site & Industrial Caterer category at the 2016 VIC & TAS Savour Australia Restaurant & Catering Hostplus Awards for Excellence.
Jeffrey Ellis Hospitality Venue Manager / Executive Chef, 1300 Smiles Stadium Jeff engages and supports the local community in the day-to-day operations of the 26,000 seat stadium in far north Queensland. He runs a mostly casual workforce of 500 staff with their availability one of his biggest challenges. Indigenous training and employment through community groups such as Rotary and Apex are important to him. Local food subcontractors are used for gameday requirements. “The continual growth and development of my staff is the part of my job that I enjoy the most,” he notes. “We have great relationships with our clients and the community.”
Jenny Felix Site Supervisor, Stockland Rockhampton Jenny enjoys managing her team to deliver a high level of service for the client. As site supervisor, she is responsible for managing 30 staff who provide cleaning services. “Shopping centres can be demanding cleaning environments through keeping up with the public. My biggest challenge and reward comes from meeting the high standards of commercial cleaning for the client. I am well-supported by Spotless to achieve great results every day,” Jenny said.
Iqbal Mujoo Quality Manager, Housing New Zealand Contract Iqbal enjoys the freedom to work innovatively in his role managing the contractual quality and health and safety compliance requirements for Housing New Zealand. He challenges his staff to question the status quo in order to continuously improve the level of service delivery. Iqbal values the opportunity to lead a passionate team of site quality and site safety auditors who strive to maintain high quality standards of property maintenance works, obtain greater value for money spent and promote a safety culture. “Safety of our staff, subcontractors and tenants is paramount. We particularly look out for hazards and take actions to ensure safety not only of our staff but also of children, the elderly and those with special needs living in Housing New Zealand properties. It is rewarding when we know that our intervention has improved safe behaviour and site safety conditions.” 20 Chris Hatzistavrou Quality and Compliance Manager, Infrastructure Telecommunications and Utilities division After 21 years with Spotless, Chris still feels fresh and interested in his role. He puts it down to the variety of people he works with across the range of different business areas. Chris manages quality and environmental systems compliance for Spotless’ Infrastructure, Telecommunications and Utilities division. This diversity also brings challenges in managing quality procedures across the widespread operations, systems and people. “Overall it is the feeling of being valued and my accomplishments that are most rewarding to me,” said Chris.
Katie Jones Contracts Administration Manager—NSW Whole of Government FM Services Contract, Attorney General and Justice— BSEM Contract and Acting Contractors Authorised Person for NSW Land and Housing AMS Contract Strong relationships and respect between colleagues are the aspects of her job most valued by Katie. The management teams have critical roles in the oversight of the extensive Government contracts, which cover asset maintenance for close to 800 facilities in New South Wales. “I have worked at Spotless for seven years and every day is different in my role. I really enjoy the variety of working with diverse teams on such large contracts,” Katie said. “The clients require high level management practices and accountability, and we need to ensure that we meet the benchmarks and KPIs set.”
Warren Moffitt Resources Contract Manager—BHP Iron Ore Warren thrives on the daily challenges that his role brings managing the support services for remote mining locations. He is supported by a fantastic team of 280 staff to achieve the high standards and goals set by the client. Acknowledged by the client as having a great safety culture, Warren is particularly proud of the accomplishments of his team. “We are kept very busy serving 150,000 meals and cleaning 13,000 rooms a month,” Warren said. “Importantly, this role gives me the opportunity to see stunning remote places and meet many people from all walks of life.”
21 A Smarter Spotless
The rapid rate of technological change is having a significant impact on business.
At Spotless, we are focused on creating an innovative culture that leverages technology to drive growth and enhance the customer experience.
To address this we are exploring emerging trends and commercialising ideas that impact our customers, our people and our business.
Spotless’ innovation program has introduced a number of new solutions to the market.
Skilltech SmartPipeTM Automated Guided Vehicles Spotless has developed and trialled Skilltech Spotless is involved in deploying automated guided SmartPipeTM, a fully managed hydrant access service vehicles at major hospitals in Australia. This technology patented in-built technology. This portable product is used to move supplies around hospitals on pre- automatically delivers real time data, improves billing determined paths. Transporting supplies around and verification processes, and limits unaccounted hospitals is a labour-intensive task with high risk of water usage. Customers also benefit from field repairs, manual handling injury. The vehicles improve efficiency and yearly maintenance and calibration checks. and reduce costs.
Bluetrack Beacon Ordering Apps Spotless’ digital cleaning tracking solution is powered by Spotless is launching food and drink ordering apps beacon technology and can map the location of cleaners at a number of our locations. This technology allows in real time. It is currently used at a number of locations, time-poor customers to order and pay for goods online, including airports and shopping centres. It reduces public before collecting in-store. It enhances operational liability, improves the accuracy and reliability of cleaning efficiency and creates a more convenient customer records, and optimising productivity. experience.
22 Over the past 70 years Spotless has grown from a shop front business in Melbourne to a team of 36,000 people.
1946 1961 1967
Our history of transformation With rapid interstate Growth continued We brought expansion in the 60s, with 1,452 people, Kentucky Fried Chicken and growth goes back to humble 1970 beginnings in 1946 with a single we were publicly listed on 831 retail outlets to Australia dry cleaning shop front in the stock exchange and 41 factories establishing our food franchise sector Fitzroy, Melbourne Our catering services cross the Tasman as we extended 1984 1977 into New Zealand
Started in venue, leisure Always evolving, we moved into plastics and sports catering with a garment hanger business, then a successful progression to workwear and linen rental business 1994 Established our grounds and gardens maintenance capability
1999 2001
Diversified into property and Increased our footprint facilities management in in the boutique Australia and New Zealand catering sector Grew our total venue 2004 management business Entered into Public Private Partnerships in NSW schools
2010 2008
Increased our national Corporate catering Developed more Public cleaning service capability capabilities were Private Partnerships 2011 developed throughout with hospitals Vic and NSW
2014 2014 –15 2015 TODAY
Re-admitted to official Moved into security Acquired an air-conditioning and Now employing list of Australian Stock across Australia mechanical services division over 36,000 staff Exchange (ASX)—SPO and we launched into meter throughout Australia reading, energy efficiency and New Zealand and utility services
23 24 Financial Statements for year ended 30 June 2016
25 The Directors hereby present their report for the year ended Directors’ 30 June 2016. In order to comply with the provisions of the Report Corporations Act 2001, the Directors report as follows:
Director Margaret Jackson AC Martin Sheppard Diane Grady AM Chairman, Independent Chief Executive Officer Independent Non-Executive Director and Managing Director Non-Executive Director Profiles BEc, MBA, Hon LLD (Monash), BEc, CA MBA (Harvard), MA, FCA, FAICD BA (Hons), FAICD
The names and Margaret is Chairman of Martin was appointed to the Diane is Chairman of the Ansett Aviation Training position of Chief Executive People and Remuneration details of Directors Limited. She is also a Director Officer and Managing Director Committee. of Spotless Group of the Prince’s Charities in November 2015. Diane is also a Director of Australia and the Melbourne Holdings Limited Martin served as a Partner at Macquarie Bank and Tennis Symphony Orchestra (MSO). KPMG from 2001 to 2015. Australia, a senior adviser (the “Group” or Margaret is also a Member of He served on the firm’s to McKinsey & Company, “Spotless”) during Monash University’s Industry executive committee as Chair of Ascham School, Council of Advisors (MICA). the entire financial National Managing Partner — and Chair of The Hunger year and up to the Margaret has also served Brand and Innovation and Project Australia. She is also date of this report, as Chairman of Qantas led large accounts including on the Advisory Board of the Airways Limited, the Global and Australian Listed Centre for Ethical Leadership unless otherwise Victorian Transport Accident entities. He has advised on (Ormond College), and stated were: Commission and FlexiGroup prominent capital market the NSW Innovation and Limited, and as a Director of transactions in Australia, Productivity Council. Diane The Broken Hill Proprietary USA and the UK and has has 20 years’ experience on Company Limited, The worked across most industry major public company and Australia and New Zealand sectors and geographies. not-for-profit boards. Banking Group Limited, Martin also delivered large Diane has also served as Pacific Dunlop Limited, John advisory mandates for a Director of Woolworths Fairfax Holdings Limited, clients including BHP Billiton, Limited, Lend Lease Group, Billabong International Qantas, Woolworths and Goodman Group, BlueScope Ltd, Telecom Australia and P&O. After working in the Steel Limited; as a Trustee West Gippsland Healthcare banking and finance sector, of the Sydney Opera House; Group. Margaret is former Martin’s more recent industry and as President of Chief Chairman of the Advisory focus has included industrial Executive Women. Before Board for the Salvation markets, consumer markets, beginning her career as a Army Southern Territory, the transportation and the mining full-time Company Director, Playbox Theatre Company, industry. Diane was a Partner of the Methodist Ladies College McKinsey & Company where and President of Australian she was a leader of the Volunteers International. firm’s global Organisation Before beginning her and Change Management career in 1992 as a full group and headed the time Company Director, Consumer Goods, Retailing Margaret was a Partner and Marketing Practice in of KPMG Peat Marwick’s Australia. Management Consulting Division. She is a member of the Audit, Business Risk and Compliance Committee and the People and Remuneration Committee.
26 Garry Hounsell The Hon. Nick Sherry Rob Koczkar Julie Coates Independent Independent Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director BEng (Mech and Manuf) BA DipEd (Melb) BBus (Acc), FCA, FAICD BA (Tas), FAIST (Hons) (Melb)
Garry is Chairman of the Nick is Chairman of FNZ Rob serves as Chief Julie was appointed a Non- Audit, Business Risk and APAC and also advises in Executive Officer and a Executive Director effective Compliance Committee. a range of countries on all Director of Social Ventures 1 January 2016. aspects of the reform of Australia Limited (SVA), Garry is a Director of Julie is currently the Managing Pension Systems, including Managing Director of DuluxGroup Limited, Treasury Director of Goodman Fielder working with the OECD and Adamantem Capital, and as Wine Estates Limited, and Australia. Julie has also held World Economic Forum. He is a Director of Goodstart Early Integral Diagnostics Limited. a number of senior roles at a member of the UNSW Risk Learning Limited. Rob has Woolworths from 2002-2014, Garry has also served as a —Actuarial Studies Advisory also served as Chairman including Managing Director Director of Qantas Airways Board and the Business of Energy Developments of Big W, Chief Logistics Limited, Orica Limited and Advisory Panel of Insurance Limited. Rob has previously Officer and Human Resources Nufarm Limited, Deputy Ireland’s Public Policy Council held senior positions with Director. Previously she held Chairman of Mitchell and is Chairman of the Board investment firms Pacific executive roles at David Communication Group of Governance of Youth, Equity Partners and Texas Jones and Coles Myer. Over Limited and Chairman of Family and Community Pacific Group, and strategy the past 25 years she has led PanAust Limited and eMitch Connections. consulting firm Bain & large scale workforces and Limited. Garry was also a Company. He is a member of Nick also served as a Senator complex logistics operations former senior Partner of Ernst the People and Remuneration for Tasmania from 1990– across multiple sites. & Young, Chief Executive Committee. 2012. He served as Minister Officer and country Managing for Superannuation and Partner of Arthur Andersen Corporate Law from 2007– and a Board Member of law 2009, Assistant Treasurer in firm Freehills (now Herbert 2009 and 2010 and Small Smith Freehills). Business Minister in 2010 and 2011. He is a member of the Audit, Business Risk and Compliance Committee and the People and Remuneration Committee.
27 Directors’ Report (continued)
Director Profiles (continued) Bruce Dixon
Chief Executive Officer and Managing Director
Retired effective 20 November 2015.
Geoff Hutchinson Non-Executive Director
Retired effective 31 December 2015.
Company Secretary
Paul Morris
BEc (Hons), LLB
Paul was appointed Company Secretary and General Counsel in September 2012 and has led the Group Legal team since July 2008. Prior to joining Spotless, Paul was a senior associate at Minter Ellison.
Directors’ Meetings
Board Board Audit, Business People and Nomination Risk and Remuneration (Monthly (Short Notice Committee Compliance Committee Meeting) Meeting) Committee Name A B A B A B A B A B
Margaret Jackson 10 10 6 6 4 3 5 5 2 2 Martin Sheppard 7 7 3 3 ------Diane Grady 10 10 6 5 - - 5 5 2 2 Garry Hounsell 10 10 6 6 4 4 - - 2 2 The Hon. Nick Sherry 10 10 6 5 4 3 5 4 2 2 Rob Koczkar 10 10 6 6 - - 5 5 2 2 Julie Coates 5 5 ------Bruce Dixon 3 3 3 3 - - - - 2 2 Geoff Hutchinson 5 4 6 5 2 2 - - 2 2
A: Meetings held B: Meetings attended
Principal activities
The principal activities of Spotless Group Holdings Limited and its subsidiaries during the year ended 30 June 2016 were the provision of outsourced facility services, laundry and linen services, technical and engineering services, maintenance and asset management services and refrigeration solutions to various industries in Australia and New Zealand.
28
Directors’ Report (continued)
Results for the year ended 30 June 2016
• Sales revenue of $3,176.1m up 10.6% over prior year reflecting the performance of existing businesses and contribution from acquired businesses
• Delivery of FY16 result in-line with guidance reflects the strong operational and financial focus from the team
• Reported results reflect the significant items outlined in the reconciliation between statutory and underlying and pass through revenue
o EBITDA of $311.6 m, down 1.5% on prior year o Net profit after tax (“NPAT”) of $122.2m, down 14.4% on prior year
• Underlying results remain strong and reflect the performance of existing businesses and contribution from acquired businesses o Underlying EBITDA of $325.6m, up 6.0% on prior year o Underlying EBITDA margin of 10.4% (FY15: 11.4%) o Underlying EBITDA margin for facilities services business in line with prior year at 10.2% o Underlying NPAT of $130.9m, down 4.0%
• Integration of new businesses is now complete, with full year contribution expected in FY17
• Cash investment of $102.9m for the acquisition of Utility Asset Services Group (“UASG”), formerly Utility Services Group, and Prime Laundry (FY15: $99.4m for acquisition of AE Smith, Techguard Security (“TGS”), Aladdin Laundry and International Laundry Service (“ILS”))
• Net debt of $789.8m and leverage ratio of 2.4x, comfortably within debt facility requirements. Debt facilities renegotiated and extended on more favourable terms in December 2015, with a further $100m capacity added. The Group’s $115m bilateral debt facility was also extended by a further 12 months in June 2016, further strengthening the debt maturity profile
2016 2015 Change Year Ended 30 June $m $m %
Sales Revenue 3,176.1 2,872.9 10.6 EBITDA 311.6 316.4 (1.5) Profit after tax 122.2 142.8 (14.4) Basic earnings per share (cents) 11.1 13.0 (14.4)
Final dividend per share (cents) 5.0 5.5 (9.1)
Operating cash flow 141.7 247.0 (42.6)
Underlying EBITDA 325.6 307.3 6.0
Underlying EBITDA margin (%) 10.4 11.4 (100bps)
Underlying EBIT margin (%) 7.1 8.5 (140bps) Underlying profit after tax 130.9 136.4 (4.0)
Net debt 789.8 563.5 40.2
Net debt/EBITDA (times) 2.4 1.8
Note: Underlying results include adjustments for Significant Items (refer to reconciliation between statutory and underlying) and pass through revenue.
29
Directors’ Report (continued)
Review of Operations
Operational Highlights
Health, Education & Government
Revenue in this sector was impacted by strong contributions from the commencement of new Public Private Partnerships (“PPPs”) (New Royal Adelaide Hospital), as well as continued generation of earnings from the existing PPP portfolio, whilst Healthcare remained steady during the year. This revenue growth was offset by lower pass through revenue which did not impact EBITDA or EBIT.
Strong earnings growth from the PPPs along with a steady earnings contribution from Education and Government drove a 9% increase in EBITDA from the prior year. Margin improvement was also assisted by the lower pass through revenue.
Commercial & Leisure
Growth in this segment has been driven by the full year impact of the UASG acquisition and the part year benefit of the AE Smith and TGS acquisitions; although was partially offset by lower sales within Sports & Leisure due to lower stadium and event activity.
Earnings growth was also driven by the contributions from acquisitions, partly offset by lower activity within the Sports & Leisure and Business & Industry sectors. The decrease in margins reflects business development costs and the acquisition of the lower margin AE Smith business.
Base & Township
Contracts with the Department of Defence continued mobilisation activities with strong results delivered during the year as a result of the completion of due diligence work, and the continued improvement of existing systems and processes driving operational efficiencies.
Our Resources business has experienced a general reduction in revenue and margins as economic conditions within the sector continue to tighten.
Laundry & Linen
FY16 was a challenging year for the Laundries business with higher volumes and yield driven by the acquisition of Aladdin Laundry, ILS and Prime Laundry. Although revenue and profit uplift has not reflected our original expectations due to integration issues, these issues have largely now been addressed with the focus now on driving operational efficiencies across our plants.
30
Directors’ Report (continued)
Statutory Results
2016 2015 Change Year Ended 30 June $m $m %
Sales Revenue 3,176.1 2,872.9 10.6 EBITDA 311.6 316.4 (1.5) Profit after tax 122.2 142.8 (14.4) Basic earnings per share (cents) 11.1 13.0 (14.4) Final dividend per share (cents) 5.0 5.5 (9.1) Operating cash flow 141.7 247.0 (42.6)
Statutory sales revenue increased significantly from the prior year largely driven by the contribution from businesses acquired over the last 12 months and the annualised impact of FY15 acquisitions.
EBITDA decreased by 1.5% reflecting the contribution from acquisitions and contract wins, offset by contract losses and a number of significant items including: • Write-off of $9.0m of costs relating to unsuccessful tenders; • $5.0m of incremental small capitalised contract costs expensed in this period but not in the last period; and • The negative drag on the existing business from integration issues in the Laundries business.
The short term issues reflected in this result have been resolved. Recent acquisitions contributed positively to the FY16 result and integration is now complete, with a full year contribution expected in FY17. Management remain focused on delivery of the growth ambitions of these acquisitions. The Group’s most significant bolt-on acquisition in during the year, UASG, is performing very well and in line with expectations.
Our core business remains strong and provides a strong platform for growth.
Depreciation and amortisation expense increased by 32.4% from the prior year driven by a combination of the impact of acquisitions, new contract wins (in particular the new Defence contract), capital expenditure (both FY15 and increased rental stock purchases in the acquired laundries businesses) and customer contracts acquired through the AE Smith and UASG acquisitions.
The tax rate of 27% reflects an effective tax rate of 30% adjusted for deferred tax accounting movements.
Operating Segments
Facility Services
2016 2015 Change
$m $m %
Sales Revenue excluding eliminations Health Education and Government 1,072.3 1,004.4 6.8 Commercial and Leisure 1,201.3 892.2 34.6 Base and Township 599.4 547.0 9.6 Facility Services Underlying Sales Revenue 2,873.0 2,443.6 17.6 Pass through revenue 36.7 179.5 (79.6) Facility Services Sales Revenue 2,909.7 2,623.1 10.9
Existing business 2,357.1 2,458.1 (4.1) Acquired businesses 552.6 165.0 >100
31
Directors’ Report (continued)
Operating Segments (continued)
Facility Services (continued)
Facility Services sales revenue for the existing business decreased by $101.0m or 4.1% from prior year largely due to the loss of zero margin revenue on a large pass through contract in Government. This reduction was partially offset by strong growth across most other portfolios through the mobilisation of new PPP contracts and the contribution from acquired businesses.
Health, Education and Government Sales revenue in the Health, Education and Government customer sector increased by $67.9m or 6.8% from the prior year, driven by the mobilisation of a number of new PPP contracts during the year, partially offset by the lost pass through revenue on one significant Government contract.
Commercial and Leisure Commercial and Leisure sales revenue increased by $309.1m or 34.6% from prior year largely driven by the contribution from acquisitions and catering contract wins, partially offset by lower stadium and event activity.
Base and Township Base and Township sales revenue increased by 9.6% from prior year due to growth and the completion of due diligence works on the Defence contract, partially offset by reduced revenue in the Resources sector as general market conditions tighten.
The significant increase in sales revenue from acquisitions was driven primarily by the UASG and AE Smith acquisitions as well as the annualised impact of the November 2014 TGS acquisition in the current year.
2016 2015 Change
$m $m %
EBITDA Existing business 251.1 263.5 (4.7) Acquired businesses 27.9 4.6 >100 Facility Services EBITDA 279.0 268.1 4.1 Facility Services Underlying EBITDA 293.0 260.0 12.7
Depreciation (34.1) (19.4) 75.8
Facility Services Underlying EBITA 258.9 240.6 7.6
EBITDA Margin Existing business 10.7% 10.7% Acquired businesses 5.0% 2.8% Facility Services EBITDA Margin 9.6% 10.2% Facility Services Underlying EBITDA Margin 10.2% 10.6% Facility Services Underlying EBITA Margin 9.0% 9.8%
Note: Underlying results include adjustments for Significant Items (refer to reconciliation between statutory and underlying) and pass through revenue.
Reported EBITDA from the existing business (prior to full allocation of corporate overheads) decreased by 4.7% due to net $22.1m of significant items ($14.0m unfavourable in the current year and $8.1m favourable in the prior year). Excluding the impact of these items, underlying EBITDA increased by 12.7% from prior year due to increased contributions from the new Defence contract, as well as contract wins and increased margins on certain new Government contracts.
Underlying EBITDA margin in the Facilities Services business were maintained at 10.2%. EBITDA from acquisitions were at margins lower than the existing business due to time taken to achieve planned synergies and cost benefits.
32
Directors’ Report (continued)
Operating Segments (continued)
Laundries
2016 2015 Change
$m $m %
Sales Revenue excluding eliminations Laundries Sales Revenue 295.3 278.2 6.1
Existing business 259.4 258.6 0.3 Acquired businesses 35.9 19.6 83.2
Sales revenue growth from Laundries business acquisitions was largely driven by the Prime Laundry acquisition which was completed in August 2015.
2016 2015 Change
$m $m %
EBITDA Existing business 65.3 83.8 (22.1) Acquired businesses 6.1 3.4 79.4 Laundries EBITDA 71.4 87.2 (18.1) Laundries Underlying EBITDA 71.4 86.2 (17.2)
Depreciation (including rental stock) (48.4) (40.8) 18.6
Laundries Underlying EBITA 23.0 45.4 (49.3)
EBITDA Margin Existing business 25.2% 32.4% Acquired businesses 17.0% 17.3% Laundries EBITDA Margin 24.2% 31.3% Laundries Underlying EBITDA Margin 24.2% 31.0% Laundries Underlying EBITA Margin 7.8% 16.3%
Note: Underlying results include adjustments for Significant Items (refer to reconciliation between statutory and underlying).
EBITDA from the existing Laundries business decreased by $18.5m or 22.1%, mostly as a result of performance and integration issues resulting from the recent acquisitions.
The underlying EBITDA margin in the Laundries business was impacted by integration issues flowing from the acquisitions with margins decreasing from 31.0% to 24.2%.
33
Directors’ Report (continued)
Cash Flow
2016 2015 Change
$m $m %
Operating Cash Flow 141.7 247.0 (42.6) Investing Activities Acquisition of businesses (102.9) (99.4) 3.5 Facility Services (85.7) (78.1) 9.7 Laundries (17.2) (21.3) (19.2) Net investments for P,P&E, IT systems and capitalised contract costs (142.2) (150.7) (5.6) Facility Services – PP&E and capitalised contract costs (64.1) (83.3) (23.0) Laundries – PP&E and capitalised contract costs (14.0) (10.2) 37.3 Laundries – Rental Stock (46.1) (40.7) 13.3 Corporate – PP&E and IT Systems (20.6) (24.1) (14.5) Other 2.6 7.6 (65.8)
Free Cash Flow (103.4) (3.1) >100
Operating cash flows declined by $105.3m (42.6%) from the prior year largely due to the impacts of a number of one- off items, including $30.3m of net working capital funding required to be injected into the acquired Facility Services businesses, as well as the exit of a large supply contract on favourable trading terms ($13.9m).
Investing activities were dominated by: • The acquisition of UASG and the Prime Laundry totalling $102.9m; • Payments for maintenance and growth capital expenditure; and • Costs capitalised during the mobilisation phase of a number of new contracts including various PPP contracts.
Balance Sheet
2016 2015 Change Key Balance Sheet Metrics $m $m %
Current Assets 532.9 535.8 (0.5) Non-current Assets 1,708.0 1,518.9 12.4 - - Goodwill 1,032.0 911.4 13.2
- - P,P&E and Other 676.0 607.5 11.3 Current Liabilities 421.4 450.3 (6.4) Non-current Liabilities 992.2 794.0 25.0 Net current Assets 111.5 85.5 30.4 Net Assets 827.3 810.4 2.1 Net Debt 789.8 563.5 40.2
Balance Sheet movements in the period were largely as a result of acquisitions. In particular, Goodwill increased from $911.4m at June 2015 to $1,032.0m at June 2016 as a result of the finalisation of purchase price accounting for six of the FY15 and FY16 business acquisitions.
A number of other balance sheet items were also impacted by this purchase price accounting and consolidation of these acquisitions. Refer to Note 20 to the financial statements for more detail.
34
Directors’ Report (continued)
Debt Management and Liquidity
2016 2015
$m $m
Net Leverage Ratio 2.4x 1.8x Interest Cover Ratio 8.8x 10.3x Gearing 48.8% 41.0% Weighted Average Comitted Debt Facility Maturity 2.6 2.3
The Group’s net debt position is as expected and reflects the $202.3m investment in acquisitions over the last two years, the investment in working capital required to support these businesses and incremental laundry stock purchases.
The Group’s Net Leverage Ratio was 2.4 times, Gearing was 48.8% and the Interest Cover Ratio was 8.8 times.
The Group’s borrowing facilities require compliance with Net Leverage Ratio and Interest Cover Ratio. Both of these metrics are comfortably within the Group’s financial covenant requirements.
In December 2015, the Group successfully amended and extended its existing $641.0m Syndicated Facility Agreement at lower margins. The three year Facility A tranche ($426.9m) will mature in December 2018 and the four year Facility B tranche ($214.1m) will mature in December 2019. The Group secured an additional $100m facility via a new five year Syndicated Facility Agreement, commencing December 2015 and expiring December 2020. Additionally, the Group amended and extended its $115m cash advance bilateral facility, extending its maturity by a further 12 months to May 2018.
The Group has committed debt facilities of $1,056.0m of which $836.0m were drawn at 30 June 2016.
Reconciliation of Statutory Results to Underlying Results
2016 2015
$m $m
Statutory Sales Revenue 3,176.1 2,872.9 Pass Through Revenue (36.7) (179.5)
Underlying Sales Revenue 3,139.4 2,693.4
Statutory EBITDA 311.6 316.4 Significant Items 14.0 (9.1) Underlying EBITDA 325.6 307.3
Statutory Net Profit After Tax 122.2 142.8 Significant Items 14.0 (9.1) Income tax expense/(benefit) on Significant Items (5.3) 2.7 Underlying Net Profit After Tax 130.9 136.4
35
Directors’ Report (continued)
Significant Items
2016 2015
$m $m
Write-off of two significant unsuccessful bids 9.0 Small bid costs written off 5.0 Re-measurement of provisions (9.1) Total Signficant Items affecting EBITDA 14.0 (9.1) Benefit of deferred tax unwind (3.2) Income tax expense/(benefit) on Significant Items (2.1) 2.7 Total Signficant Items affecting NPAT 8.7 (6.4)
Reconciliation of Statutory Results to Operating Segments Results
2016 2015
$m $m
Facility Services Revenue 2,909.7 2,623.1 Laundries Revenue 295.3 278.2 Inter-segment Revenue (28.9) (28.4) Statutory Sales Revenue 3,176.1 2,872.9
Facility Services EBITDA 279.0 268.1 Laundries EBITDA 71.4 87.2 Unallocated Corporate Overheads EBITDA (38.8) (38.9)
Statutory EBITDA 311.6 316.4
Facility Services Depreciation (34.1) (19.4) Laundries Depreciation (48.4) (40.8) Unallocated Corporate Overheads Depreciation (5.1) (4.7)
Statutory Depreciation (87.6) (64.9)
Facility Services EBITA 244.9 248.7 Laundries EBITA 23.0 46.4 Unallocated Corporate Overheads EBITA (43.9) (43.6)
Statutory EBITA 224.0 251.5
36
Directors’ Report (continued)
Outlook
Spotless is confident in the strength of the underlying business and that the pipeline of opportunities support re- stimulation of organic growth. However, the rate of growth will be driven by the success and timing of strategy reset initiatives, particularly the returns from the recent investment in business development resources.
For FY17 and beyond, growth and attractive returns are expected through: • Improved performance of the Laundries business; • Driving growth from our recently acquired businesses; • Commencement of recently won PPPs, with seven PPPs currently mobilising; • Price escalations in existing contracts; • Greater focus on free cash flow conversion; • New wins in a steadily growing contestable market; and • Conversion of the current pipeline of more than $1.3b of opportunities.
There are no significant upcoming contract renewals that will materially impact FY17.
Defined Terms
Spotless’ financial statements for the year ended 30 June 2016 have been prepared in accordance with Australian Accounting Standards.
Spotless uses certain measures to manage and report on its business that are not recognised under Australian Accounting Standards. These measures are referred to as non-IFRS financial measures and are intended to supplement the measures calculated in accordance with Australian Accounting Standards and not be a substitute for those measures.
Non-IFRS and pro forma measures have not been subject to audit.
The principal non-IFRS financial measures used in this report are described below:
Glossary Acquired Businesses Incremental revenue and EBITDA from the Aladdin Laundry, ILS Laundry, TGS, AE Smith, UASG and Prime Laundry acquisitions above that recorded in the comparative financial year. EBITA Earnings before interest, tax and depreciation. EBITDA Earnings before interest, tax, depreciation and amortisation. Free Cash Flow Net cash flows from operating activities plus net cash flows from investing activities. Gearing Measured as Net Debt divided by Net Debt plus equity. Interest Cover Ratio Measured as EBITDA divided by net cash interest expense (as defined in the Group’s debt facility agreements). Pass through Revenue received from one large government contract to procure certain goods revenue and services on behalf of the customer. The customer reimburses Spotless for the cost of supply, with no margin. Net Debt Measured as the sum of current and non-current borrowings less cash and cash equivalents. Net Leverage Ratio Measured as Net Debt divided by EBITDA (as defined in the Group’s debt facility agreements). Sales Revenue Sales Revenue comprises total revenue excluding other income.
37
Directors’ Report (continued)
Glossary (continued)
Significant Items Include individually significant items larger than $5.0m impacting EBITDA, or individually significant items impacting tax expense, not related to underlying operations or business performance, one-off in nature, or first-time incrementally impacting results. Underlying business Revenue and EBITDA from the existing business prior to the inclusion of Acquired Businesses.
Underlying EBITDA EBITDA adjusted to remove the impact of Significant Items. Underlying EBITDA EBITDA Margin adjusted to remove the impact of Significant Items. Margin Underlying Operating Cash Flow adjusted to remove the impact of Significant Items. Operating Cash Flow Underlying Profit Profit After Tax adjusted to remove the impact of Significant Items. After Tax Underlying Sales Sales Revenue adjusted to remove the impact of Pass through revenue Revenue
Significant changes in state of affairs
There has not been any significant change in the state of the affairs of the Group during the financial year.
Significant events subsequent to balance date
There has not been any matter or circumstance that has arisen since the end of the financial year that has significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years.
Likely developments
Details of developments in the operations of the group in future financial years and the expected results of those operations are disclosed in the Operating and Financial Review on pages 29 to 38.
Dividends
On 24 August 2016, the Directors declared a final dividend for the year ended 30 June 2016 of 5.0 cents per ordinary share, franked to 1.5 cents per share, amounting to $54.9m to be paid on 30 September 2016 to all shareholders on the Register of Members on 8 September 2016.
On 6 April 2016, the Group paid an interim dividend for the 2016 financial year of 3.5 cents per ordinary share (2015: 4.5 cents), amounting to $38.4m (2015: $49.4m).
On 25 September 2015, the Group paid a final dividend for the financial year ended 30 June 2015 of 5.5 cents per ordinary share, amounting to $60.4m.
No other dividends were paid or declared during the financial year or up until the date of this report.
Share options
8,333,763 share options were granted to senior executives of the Group during the year ended 30 June 2016.
38
Directors’ Report (continued)
Environmental Regulation
The Group has processes in place to ensure that it is aware of and, at a minimum, meets the intent of environmental legislation and regulations. It further has established programs to improve environmental performance (e.g. Laundry water reuse and heat exchange) which contributes to business effectiveness as well as providing socially responsible outcomes.
Indemnification of Officers
The Group’s Constitution allows the Group to indemnify Directors and Officers against liability which results from their serving as a Director or Officer of the Group, subject to certain conditions.
During the year ended 30 June 2016, the Group paid a premium for insurance covering all Directors and Officers of the Group. The events covered by this policy are in respect of amounts that the Director or Officer has become legally obliged to pay resulting from claims made during the policy period for loss caused or alleged to be caused by a wrongful act committed by a Director or Officer while acting in that capacity. The contract of insurance prohibits the disclosure of the terms, the nature, the limit of liability and the amount of the premium, except where disclosure is required by law.
The Group and its Directors have entered into a deed of indemnity, insurance and access. The Executive Officers of the Group are also entitled to the benefits of the deed.
No amount has been paid pursuant to those indemnities in the year ended 30 June 2016 or since that date to the date of this report.
Indemnification of auditors
To the extent permitted by law, the Group has agreed to indemnify its auditors, Ernst & Young Australia, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
Auditor’s independence declaration
The auditor’s independence declaration is included on page 134.
Non-audit services
Ernst & Young, the external auditor to the Group, provided non-statutory audit services to the Group during the year ended 30 June 2016. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised.
Ernst & Young received or are due to receive $731,533 for the provision of non-audit services to the Group. Amounts paid or payable by the Group for audit and non-audit services are disclosed in Note 26 to the financial report.
Proceedings brought on behalf of Spotless Group Holdings Limited
The Corporations Act allows members and other specified persons to bring actions on behalf of the Group. There have been no proceedings or applications brought on behalf of the Group pursuant to section 237 of the Corporations Act 2001.
Rounding
Spotless Group Holdings Limited is a company of the kind referred to in ASIC Class Order 2016/191, dated 24 March 2016, and in accordance with that Class Order amounts in the Directors’ report and the financial report have been rounded to the nearest hundred thousand dollars, unless otherwise indicated.
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Directors’ Report (continued)
Remuneration Report
INDEX
Page
1 Chairman’s report 41
2 Introduction 43
3 Remuneration governance 44
4 Executive remuneration strategy 45
5 Executive remuneration and FY16 performance outcomes 47
6 Spotless performance outcomes for FY16 and impact on performance pay 49
7 FY16 performance based pay - LTI 52
8 FY17 changes to remuneration arrangements 56
9 Details of executive statutory remuneration 64
10 Non-executive director remuneration 65
11 Executive contracts 67
12 Shareholdings and other transactions 68
40 Directors’ Report (continued)
1. Chairman’s report
Dear Shareholders, I enclose Spotless’ Remuneration Report for the year ended 30 June 2016. Key highlights for the financial year include:
• Reported revenue of $3,176.1m up 10.6% on last year with earnings before interest, tax, depreciation and amortisation (“EBITDA”) of $311.6m down 1.5%; • Significant growth in underlying revenue and EBITDA of 16.6% and 6.0% respectively; • Facility Services business (91.6% of revenue) maintained underlying EBITDA margin; and • Net profit after tax (“NPAT”) of $122.2m, down 14.4% and underlying NPAT of $130.9m down 4.0% on previous period.
This has been a year of significant change and transition for Spotless. During the financial year we recruited a new Chief Executive Officer (“CEO”), Martin Sheppard; recruited a new Chief Financial Officer (“CFO”), Nigel Chadwick; and promoted Dana Nelson, a long-serving member of the Spotless team to the role of Chief Operating Officer (“COO”). The Board is pleased with the way in which this new executive team has embraced the challenges facing the Group and refocused team efforts on organic growth.
It is your Board’s objective to ensure Key Management Personnel (“KMP”) remuneration is aligned with sustainable shareholder value creation. Supporting, retaining and appropriately remunerating KMP is an absolute priority as we lead this business forward.
However, we have faced a particular challenge in this regard during the 2016 financial year. On 2 December 2015, Spotless issued a trading update to the market. Spotless experienced significant share price volatility following this update, necessitating a careful review of KMP incentives agreed prior to 2 December 2015.
In conducting this review, your Board (advised by the People and Remuneration Committee) has considered:
• direct feedback from shareholders, which we greatly appreciate; • the views of proxy advisors and governance experts; • best practice among comparable companies; and • advice from two independent advisors – Ernst & Young and Egan Associates
As you will see in the detailed report that follows, the People and Remuneration Committee has made the following recommendations to ensure the alignment of the executive remuneration framework against your Company’s Remuneration Principles and relevant market practice:
• revision of the Long Term Incentive (“LTI”) structure to provide for the grant of share rights, rather than share options, for awards; • revision of the Short Term Incentive (“STI”) performance framework to achieve better alignment to key identified focus areas; and • the introduction of a minimum shareholding requirement for non-executive directors.
The Committee has also proposed, and the Board endorses, a new initial LTI for Martin Sheppard to align the CEO’s incentives with the recommendations above. The Board chose not to implement the initial LTI approved by shareholders at the 2015 Annual General Meeting given the significant change in the company’s circumstances. Had the Board decided to implement the allocation methodology underpinning shareholders’ approval at the 2015 Annual General Meeting, the issue of options post trading updates at the time of the CEO joining the Group would have resulted in:
• an excessive number of options with a materially dilutive effect being awarded; and • a significant misalignment between the terms and conditions of the CEO’s award and that of the incoming CFO both joining the Group as KMP’s at a similar time.
Instead, the new initial LTI structure has been modelled specifically to take account of Spotless’ share price volatility and will be presented to shareholders for approval at the 2016 Annual General Meeting.
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Directors’ Report (continued)
1. Chairman’s report (continued)
Shareholders are encouraged to carefully consider these changes, which the Board considers as imperative in order to ensure the Group’s new executive KMP team is appropriately incentivised to grow the Group and deliver maximum returns to shareholders.
Overall the Board is satisfied that the FY16 remuneration outcomes and the proposed changes going forward reflect continued and appropriate alignment of Company’s performance and remuneration outcomes.
We look forward to Shareholders’ support upon reading this Remuneration Report and recognise that this Remuneration Report and its recommendations are the result of detailed engagement, review and feedback.
M Jackson AC Chairman Melbourne, 24 August 2016
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Directors’ Report (continued)
2. Introduction
This Remuneration Report sets out the policy, framework and outcomes for the remuneration of KMP of Spotless Group Holdings Limited (the “Company”) and the entities it controls (collectively referred to in this report as the “Group” or “Spotless”) in accordance with the requirements of the Corporations Act 2001 (the “Act”) and its regulations. This information has been audited as required by section 308(3C) of the Act.
KMP are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether executive or otherwise).
The table below outlines the KMP at any time during the financial year, and unless otherwise indicated, were KMP for the entire year.
Table 1. KMP
Non-Executive Directors Margaret Jackson AC Chairman Appointed 20 March 2014 Diane Grady AM Non-Executive Director Appointed 28 March 2014 Garry Hounsell Non-Executive Director Appointed 20 March 2014 The Hon Nick Sherry Non-Executive Director Appointed 26 March 2014 Rob Koczkar Non-Executive Director Appointed 11 November 2011 Julie Coates Non-Executive Director Appointed 1 January 2016 Geoff Hutchinson Non-Executive Director Retired 31 December 2015 GeoffExecutive Hutchinson Directors Non -Executive Director Retired 31 December 2015 Bruce Dixon Chief Executive Officer Retired 20 November 2015 and Managing Director
Martin Sheppard Chief Executive Officer Appointed 23 November 2015 and Managing Director
Other KMP Nigel Chadwick Chief Financial Officer Appointed 18 January 2016 DannyDana Nelson Agnoletto Chief FinancialOperating Officer Officer AppointedRetired 31 17January August 2016 2015 DanaDanny Nelson Agnoletto Chief OperatingFinancial Officer Officer RetiredAppointed 31 17January August 2016 2015 Vita Pepe Chief Operating Officer Retired 17 August 2015
There were no other changes to KMP after the reporting period and before the date the FY16 Financial Report was authorised for issue.
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Directors’ Report (continued)
3. Remuneration governance
People and Remuneration Committee The Board has established the People and Remuneration Committee (the “Committee”) to:
• review and make recommendations to the Board with respect to the Group’s human resources policies and obligations; • make recommendations to the Board on remuneration packages and policies related to the directors and senior management; and • ensure that the remuneration policies and practices are consistent with the Group’s strategic goals.
The Committee comprises non-executive directors Diane Grady AM (Chairman), Margaret Jackson AC, The Hon. Nick Sherry and Rob Koczkar.
Further information on the role of the Committee and meetings held throughout the year are set out in the Corporate Governance Statement and page 28 of the Directors’ Report.
External advisors and remuneration advice In performing their roles, the Board and the Committee directly commission and receive information and services from independent external advisors. This assists the directors to make informed decisions when considering the Group’s remuneration policies and practices.
Ernst & Young (“EY”) and Egan Associates were engaged as remuneration consultants and have provided remuneration services and advice which was reviewed by the Committee and the Board. This included the provision of a benchmarking review and services for the purpose of the KMP remuneration review referred to below.
Even though no remuneration recommendations were provided, the Board is satisfied that the remuneration policy advice and/or services received from EY and Egan Associates during the year were free of undue influence. All communications between the Group and its remuneration consultants in relation to the remuneration advice were subject to strict guidelines, including that information provided to the consultants could not be selective or unbalanced, or imply that future work is contingent on the consultants giving particular recommendations.
In addition, each remuneration consultant provided a declaration to the Board that the remuneration advice it made was free from any undue influence from the Group’s KMP.
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Directors’ Report (continued)
4. Executive remuneration strategy
The remuneration strategy for executive KMP seeks to ensure that executive rewards are designed to attract and retain talent and deliver alignment with shareholder objectives.
The remuneration strategy is based on the following remuneration principles (“Remuneration Principles”):
• Attract and retain high calibre executives by providing a market competitive remuneration arrangement; • Drive a performance based culture through the use of variable pay, delivering market median remuneration for good performance and above median for outstanding results; • Focus executives on achieving key business outcomes and displaying the Spotless values and behaviours; • Provide rewards that reflect individual contribution to sustainable shareholder value creation, including a mix of financial and non-financial outcomes. Overview of executive remuneration framework The Group’s executive remuneration framework has three components:
• Fixed Annual Remuneration (“FAR”) – base pay and benefits, including superannuation; • STIs through participation in the Group’s Short Term Incentive Plan (“STI Plan”), which includes a compulsory 12 month deferred component for senior executives in the form of restricted shares; and • LTIs through participation in the Group’s Long Term Incentive Plan (“LTI Plan”).
Chart 1. Executive remuneration framework
Objective
Provide a market competitive Focus on driving financial and non Focus on achieving long-term opportunity for driving the day-to- financial key performance growth and align to sustained day Spotless business indicators in the short term shareholder returns
“At-risk” remuneration Remuneration FAR structure STI LTI
Remuneration Base salary, superannuation and Deferred Options for FY16 Cash components any other non-cash benefits shares Performance rights for FY17
Executive Remuneration Strategy Review During the year ended 30 June 2016 (“FY16”), the Committee undertook a review of the Group’s executive remuneration framework to ensure the alignment of the executive remuneration framework against:
• the Remuneration Principles; • market practice based on disclosed information for the Top 200 companies in the ASX ranked by market capitalisation; • proxy advisor and institutional investor views; and • the nature of Spotless’ business and industry.
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Directors’ Report (continued)
4. Executive remuneration strategy (continued)
As a result of such review, it was determined that some enhancements could be implemented to reflect prevailing market practice, current business strategic priorities and to ensure the remuneration structure remains market competitive in terms of remuneration mix, amount and incentivisation. Key decisions made by the Committee and endorsed by the Board, were:
• The LTI structure will be revised from FY17 to provide for the grant of share rights (or zero exercise price options), rather than share options, for awards. This decision is based on the following observations:
o Share rights are by far the most prevalent LTI vehicle amongst large Australian companies; o Share rights are more aligned with the key principles of the remuneration framework; and o Where there is significant volatility and uncertainty, options can either be a disincentive or alternatively provide windfall gains whereas share rights are a more stable instrument. • The STI performance framework will in FY17 be changed to ensure better alignment to key identified focus areas specific to each sector or function (rather than a one-size-fits-all approach). • In order to further align the interests of the Board and shareholders of the Company, introduction of a minimum shareholding requirement for non-executive directors of an amount equal (in market value) to 100% of the applicable non-executive director’s base fees.
These changes are being introduced during the FY17. To the extent not provided in this Remuneration Report, further details will be provided in the FY17 Remuneration Report.
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Directors’ Report (continued)
5. Executive remuneration and FY16 performance outcomes
Remuneration levels are reviewed annually through a remuneration review that considers market data, insights into remuneration trends, the performance of the Group and the individual, and the broader economic environment.
Remuneration mix As set out in Section 3 of this Remuneration Report, the Group’s executive remuneration framework has three components:
• Fixed Annual Remuneration – base pay and benefits, including superannuation; • STIs through participation in the Group’s STI Plan; and • LTIs through participation in the Group’s LTI Plan.
Chart 2 below summarises the executive KMP’s remuneration mix for FY16, which reflects the Group’s remuneration levels (assuming STI achievement at target).
The Board considers that this mix represents an appropriate mix of fixed and variable (or “at-risk”) components so as to facilitate the achievement of the Group’s Remuneration Principles for executive KMP.
Chart 2. Target executive KMP remuneration mix – FY16
CEO 38.5% 23% 38.5%
CFO/COO 50% 25% 25%
FAR STI LTI
Fixed Annual Remuneration Fixed Annual Remuneration comprises of base salary and benefits, including compulsory superannuation contributions.
Fixed Annual Remuneration levels for each executive is set following an annual market-based review having regard to a comparator group comprised of a list of comparable companies by industry sector, size (including both market cap and revenue) and includes Spotless’ key competitors. The scope and nature of each individual’s role, the experience of the individual and performance in that role, are also considered.
The Fixed Annual Remuneration for each of Martin Sheppard and Nigel Chadwick were set on their recruitment to the Company in September 2015 and December 2015 respectively.
The Fixed Annual Remuneration for Dana Nelson was set on her promotion to the COO role in August 2015.
For each of these roles, the Board took account of relevant market benchmarking (based on independent external advice in relation to comparable listed companies and industry peers) to ensure that that the Fixed Annual Remuneration of each KMP was set at an appropriate market competitive level, taking account of the requirements of the relevant role.
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Directors’ Report (continued)
5. Executive remuneration and FY16 performance outcomes (continued)
Following further market benchmarking in June 2016, the Board is comfortable that the Fixed Annual Remuneration levels of the executive KMP are in the range of market median of the Board’s designated market and peer comparator group. The comparator group comprises a list of comparable companies by industry sector, size (including both market cap and revenue) and includes Spotless’ key competitors.
It should be noted that the Martin Sheppard’s Fixed Annual Remuneration of $1,300,000 is higher than the previous CEO’s (Bruce Dixon’s) Fixed Annual Remuneration ($1,100,000 as disclosed in Spotless’ FY15 Remuneration Report), although the previous CEO’s LTI was significantly higher.
The Board is comfortable that the Martin Sheppard’s Fixed Annual Remuneration has been set at an appropriate level based on the market median.
The table below sets out the Fixed Annual Remuneration levels for the executive KMP as well as the “at risk” opportunity for each, expressed as a percentage of Fixed Annual Remuneration.
Table 2. FY16 Executive KMP Remuneration Mix
Short Term Incentive Long Term
Incentive
(% of FAR opportunity)
Name and Position FAR $ Threshold Target Maximum
Martin Sheppard CEO 1,300,000 30% 60% 90% 100%
Nigel Chadwick CFO 750,000 25% 50% 75% 50%
Dana Nelson COO 700,000 25% 50% 75% 50%
It should also be noted that Dana Nelson is eligible for a retention bonus reflecting the value of continuity in the senior team during a period of significant transition. It also takes account of key role to be played by Dana Nelson in ensuring the successful transition of the new CEO to the Group. The retention bonus entitlement was put in place as part of the Board’s efforts to ensure key executive stability following retirements during 2015 of the previous CEO and COO (as well as other senior personnel).
The quantum and timing of the retention bonus is:
• In July 2016, Dana Nelson received the amount of $125,000 as a retention bonus.
• A further $125,000 will be payable to Dana Nelson on condition that she remains employed by the Group as at 30 June 2017.
The Board has no intention of implementing any additional KMP retention arrangements either now or in foreseeable future.
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Directors’ Report (continued)
6. Spotless performance outcomes for FY16 and impact on performance pay
The table below provides a snapshot of the Group’s performance over FY16. Metrics for previous financial years, during which Spotless was listed, are provided for comparison. The link between the Group’s performance and LTI outcomes is considered in the table below.
Table 3. Key performance indicators for FY16 compared to FY15, FY14
Share performance ($) Earnings performance ($M) Liquidity
Closing Dividend TSR EPS Statutory Statutory Statutory Net cash Gearing share p/share (%) (cents) EBITDA EBIT NPAT ($m) provided % price (A$) (cents) ($m) ($m) by operating activities ($m)
FY16 1.12 8.5 (44.0) 11.1 311.6 207.8 122.2 141.7 48.8
FY15 2.09 10.0 28.9 13.0 316.4 238.0 142.8 247.0 41.0
FY14 1.65 23.5 3.1 (5.1) 185.9 122.0 (34.7) (14.3) 42.3
FY16 Performance Based Remuneration - STI The table below presents key terms for the STI plan.
Table 4. Key terms for STI plan
Spotless STI plan
Who The CEO, other executive KMP and other selected employees of the Group are eligible to participate in the STI Plan.
Why Focus executives on driving key business outcomes by making STI conditional upon achievement of company and individual, financial and non-financial KPIs. These short-term targets are chosen to encourage outcomes and behaviours that support the safe operation and delivery of the base business while pursuing long- term growth in shareholder value. The targets are reviewed annually by the Board to ensure that they align with business strategy for the year.
Format of reward Incentive payment is calculated as a percentage of Fixed Annual Remuneration each year and is, for senior executives, delivered 70% in cash and 30% in shares which are deferred for a period of twelve months.
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Directors’ Report (continued)
6. Spotless performance outcomes for FY16 and impact on performance pay (continued)
Spotless STI plan
How the plan’s performance is Performance measures for executive KMP are determined relative to operational measured and financial targets, set by the Board, to be achieved annually. The performance measures against which each participant’s STI is assessed and their relative weightings are tailored to a participant’s role and are set by the Board each year. At least 70% and up to 100% of the annual award outcome is dependent on financial and quantitative KPIs (for instance a weighting across the Group’s revenue, EBITDA and NPAT performance). Up to 30% of the annual award is assessed having regard to non-financial KPI's including both qualitative and quantitative measures such as specific business integration objectives, strategic and growth initiatives, and people and safety measures. Actual STI payments awarded to each executive will depend on the extent to which specific targets set at the beginning of the financial year are met (subject to the exercise of Board discretion). In general, the expectation is for median-level fixed remuneration for key executives, subject to individual experience.
FY16 performance measures The STI assessment criteria for FY16 were based on financial and non-financial KPIs.
A summary of the KPI measures and weightings for executive KMP are set out in the table below:
Financial measures Non-financial measures
Group Group Group Safety Group Strategic Revenue EBITDA NPAT Plan
27% 27% 26% 10% 10%
FY16 performance hurdles The above KPIs were set on the basis of threshold, target and stretch hurdles, with maximum vesting to only apply on achievement of stretch hurdles for all KPIs. For FY16, the STI framework for executive KMP was set as follows expressed as a percentage of Fixed Annual Remuneration:
Position Threshold Target Maximum performance performance performance
CEO 30% 60% 90%
CFO/COO 25% 50% 75%
STI deferral Under the STI Plan, 30% of any incentive awarded to executive KMP is deferred for a period of 12 months in the form of restricted shares, subject to obtaining shareholder approval (if required). The remaining incentive award is paid in cash.
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Directors’ Report (continued)
6. Spotless performance outcomes for FY16 and impact on performance pay (continued)
Spotless STI plan
How Spotless can claw back The deferred component will be subject to claw back in the event of a material STI awards misstatement or misrepresentation in the Group’s financial statements or some other event has occurred which, as a result, means that in the Board’s view the deferred shares should not vest.
If the executive leaves Spotless If termination of employment occurs, for whatever reason, during the STI Plan Period or before the release of year end accounts, the executive is not entitled to any pro-rated bonus, except as otherwise determined by the Board. No STIs were paid to KMPs who departed in FY16. Vesting of the deferred component will be conditional on the participant remaining employed by the Group at the time of vesting. If the executive leaves Spotless before vesting, the Board may exercise discretion to permit vesting taking account of the particular circumstances.
Board discretion In determining KPI outcomes the Board retains the discretion to take account of relevant changes in circumstances over the measurement period.
FY16 STI Outcomes The STI outcomes for the year ended 30 June 2016 are set out below. The STI assessment criteria was based on the financial performance measures (Group Revenue, Group EBITDA and Group NPAT) as well as specific non- financial performance measures of Safety (LTIFR) and the delivery of a refreshed Group Strategic Plan that has been approved by the Board. It should be noted that the STI hurdles for the KMP’s are based on different measures given the variable start dates of each.
For the financial year ended 30 June 2016, the STI awards for the executive KMP were as follows:
• Martin Sheppard was awarded an STI based on the threshold financial targets being met, the Safety target being met and the Board approved Strategy being developed. On that basis, 65% of his maximum STI will be paid, with adjustment made for his start date of 23 November 2015. STI Deferral of 30% of the total STI payable has been applied.
• Nigel Chadwick was awarded 65% of his maximum STI, with adjustment made for his start date of 18 January 2016. His award was based on meeting the threshold financial targets and the stretch targets for Safety and the Board approved refreshed Group Strategic Plan. STI Deferral of 30% of the total STI payable has been applied.
• Dana Nelson was awarded 30% of her maximum STI. Her award varies from the CEO and CFO due to the different financial targets that were set for her given the timing of her appointment in the role. Two of the financial targets were not met; however the threshold on Group EBITDA was met. The stretch performance requirements for Safety and Board approved Group Strategic Plan were also met. STI Deferral of 30% of the total STI payable has been applied.
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Directors’ Report (continued)
7. FY16 performance based pay – LTI
2014 Long term Incentive Plan – FY16 Implications As part of the Group’s LTI Plan following the year ended 30 June 2014, the Company issued unlisted options over ordinary shares in the Company at an exercise price of $1.60, being the issue price of the Company’s shares at listing with the vesting of the options being conditional on achievement of the EPS and TSR performance hurdles and satisfaction of service conditions over a designated period.
The issue was made in two tranches, the first tranche with a vesting period ending on 30 June 2016 and the second tranche with a vesting period ending on 30 June 2017. Each tranche was subject to EPS performance conditions as to 50% and TSR conditions as to the other 50%.
Tranche 1 of the FY14 grant was tested by the Board for vesting as at 30 June 2016. The applicable targets and outcomes are set out in the table below.
Threshold Maximum Current Vesting Date Target Target Performance
EPS Tranche 1 30 June 2016 20% 23% Below threshold
TSR Tranche 1 30 June 2016 51st percentile 75th percentile Below threshold
Based on the above, the Board determined that the EPS and TSR vesting conditions were not satisfied and on this basis the EPS tranche 1 options and TSR tranche 1 options have been forfeited. This includes the 100,639 tranche 1 options which had been issued to Dana Nelson.
The tranche 2 options will be tested by the Board for vesting as at 30 June 2017.
2015 Long term Incentive Plan As part of the Group’s LTI Plan following the year ended 30 June 2015:
• the Company issued unlisted options over ordinary shares in the Company to Dana Nelson and other executives at an exercise price of $2.07, being the market price (VWAP) during a trading window following the Company’s results announcement in August 2015, with the vesting of the options being conditional on achievement of the EPS and TSR performance hurdles and satisfaction of service conditions over a vesting period ending on 30 June 2018;
• the Company issued unlisted options over ordinary shares in the Company to Nigel Chadwick and other executives at an exercise price of $1.033, being the market price (VWAP) for the ten day trading period either side of 1 January 2016, with the vesting of the options being conditional on achievement of the EPS and TSR performance hurdles and satisfaction of service conditions over a vesting period ending on 30 June 2018;
• at the 2015 Annual General Meeting of the Company, shareholders approved the issue to the incoming CEO Martin Sheppard of annual LTI grant (in the form of unlisted options to acquire ordinary shares in Spotless) equivalent to 100% of his total fixed annual remuneration, with the first two years’ LTI opportunity (equivalent to 200% of FAR) to be awarded upfront in the form of options with a three-year performance period as to 50% and options with a four-year performance period as to the other 50%. For reasons set out in Sections 4 and 7 of this Remuneration Report, no options have been issued the CEO. Further details in relation to each of the above matters, please refer to Section 8 of this Remuneration Report.
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Directors’ Report (continued)
7. FY16 performance based pay – LTI (continued)
Performance based remuneration – LTI plan The table below presents key terms for the LTI plan.
Table 5. Key terms for FY16 LTI awards
Key terms Description
Eligibility The executive KMP and other selected employees of the Group were eligible to participate in the LTI Plan for FY16.
Purpose The purpose of Spotless’ LTI is to focus executives on sustained returns by aligning rewards to relative Total Shareholder Return (“TSR”) and absolute earning per share (“EPS”) performance.
Instrument Spotless issued LTIs in the form of unlisted options over ordinary shares in the Company. The second tranche of the LTI award for FY16 to Spotless’ new CEO, Martin Sheppard, will be in the form of share rights (subject to shareholder approval). Please refer to Section 8 of this Remuneration Report for more detail.
Performance The performance hurdles and conditions under the Group’s LTI awards are designed to create hurdles and deliver sustained shareholder returns and to reward executives when shareholders benefit.
Awards under the LTI Plan are split between EPS and TSR hurdles – that is, 50% of the LTI award will vest subject to performance against the TSR hurdle over the relevant vesting period (“TSR Awards”), with the remaining 50% vesting subject to performance against the applicable EPS hurdle (“EPS Awards”).
The TSR and EPS hurdles applicable to each grant of LTI awards are set by the Board each year following consideration of industry and market practices and advice from the Board’s remuneration consultant.
TSR Awards (50%) EPS Awards (50%)
Spotless’ TSR is assessed against the relative The EPS performance hurdle is assessed by performance over the relevant vesting period as reference to Spotless’ compound annual measured against a comparator group EPS growth during the relevant vesting comprising the S&P/ASX 200, excluding the period (adjusted to take into account one-off Financials and Resources sectors. This items, if necessary). comparator group was chosen to ensure that Spotless’ performance is measured against a group of similar Australian industrial companies.
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Directors’ Report (continued)
7. FY16 performance based pay – LTI (continued)
Key terms Description
Vesting schedule The relative TSR performance hurdles and The EPS performance hurdle and corresponding percentages of the maximum corresponding percentages of the number of TSR Awards that would vest are as maximum number of EPS Awards that follows: would vest are as follows:
Company’s TSR relative to the TSR Company’s compound Percentage of of the Comparator Percentage of TSR annual EPS EPS options Group over the options Vesting growth over the Vesting relevant Vesting Vesting Period Period
st 0% of the relevant Below the 51 tranche of TSR Less than 6% Nil percentile options will vest
50% of the relevant 51st percentile tranche of TSR 6% 50% options will vest
st 50% to 100% of the Greater than the 51 relevant tranche of Pro-rata straight- percentile but less Greater than 6% th TSR options will line between 50% than the 75 but less than 12% vest on a pro-rata and 100% percentile straight-line basis
Equal to or greater 100% of the relevant th Equal to or greater than the 75 tranche of TSR 100% than 12% percentile options will vest
TSR performance is monitored by an independent The Board retains discretion to adjust external adviser at 30 June each year. the EPS performance hurdles to reflect appropriate changes in circumstances (e.g. acquisitions or divestments).
Claw back If the Board becomes aware of a material misstatement in the Group’s financial statements relating to a Vesting Period or some other event has occurred during the Vesting Period which, as a result, means the options should not have vested, the Board may elect to claw back the benefit of that vesting.
Cessation of The LTI Plan contains certain provisions (including “good leaver/bad leaver” provisions) employment concerning the treatment of vested and unvested shares, options and/or rights in the event that an executive ceases employment.
Change of control In the event of a change in control, unvested shares, options or rights will vest on a pro-rata basis based on the proportion of the applicable vesting period that has elapsed at the time of the change of control. The Board has discretion as to how to treat the remaining unvested shares, options or rights.
Board discretion Vesting Conditions may be reduced or waived in whole or in part at any time by the Board, subject to any necessary shareholder approval having been obtained. The Board also retains discretion to adjust the performance hurdles as required to ensure that Plan participants are neither advantaged nor disadvantaged by matters outside management’s control that affect achievement of the hurdles (for example, by excluding one-off non-recurrent items or the impact of significant acquisitions or disposals).
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Directors’ Report (continued)
7. FY16 performance based pay – LTI (continued)
KMP LTI for FY16 A detailed overview of the CEO’s LTI is provided at Section 8 of this Remuneration Report. However, it should be noted that while shareholders did approve an LTI Award to the CEO for FY16, none was made.
The table below provides details and actions taken in relation to the CFO and COO FY16 LTI.
Table 6. FY16 LTI arrangements for the CFO and COO – Key Actions
Nature of action Details Rationale for action
CFO LTI
- Issue FY16 options in line - New CFO Nigel Chadwick has - CFO commenced employment with with contract been issued with 948,502 Spotless on 18 January 2016, the - Future LTI to be issued as options, on the terms disclosed month post the trading updates. rights (from FY17) in Section 7 of this - 1 January 2016 performance period Remuneration Report. commencement and exercise price - Performance period of 2.5 years VWAP period takes account of CFO’s commencing 1 January 2016 start date and circumstances of and ending 30 June 2018. December trading updates. - Exercise price of $1.033 per - Following trading updates, market was option, based on market price fully informed of challenges facing the (VWAP) for the ten day trading company at 31 December 2015. period either side of 1 January - Performance period end date aligns 2016. with the COO’s performance period and that of other executives. - Option terms reflect the need to ensure a robust incentive for new KMP executives that include measures that are appropriate and within their control.
COO LTI performance period - Revise vesting period for - The Board intends to exercise - Exercise price and performance FY16 options already its discretion to extend the hurdles were set pre trading updates. issued vesting period in respect of the - COO was not an executive KMP until
COO’s 2016 LTI award from August 2016 and not in position to - Future LTI to be issued as rights (from FY17) three years to four years (i.e. influence factors leading to trading the performance period over updates. which performance hurdles will - Amendment allows greater timeframe be assessed will be extended to achieve vesting and allow share from 30 June 2018 to 30 June price recovery. 2019 should performance - Amendment enhances retention hurdles not be met in 2018). impact of the options, given recent - The exercise price of these executive changes. options is $2.07. - Reflects the need for reasonable and - The Board intends to exercise continued incentive arrangements for its discretion in the same way a key member of the executive team. for other non-KMP executives issued with options during FY16.
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Directors’ Report (continued)
8. FY17 changes to remuneration arrangements
FY16 has presented a number of significant challenges for the Group, each of which has had ramifications in the context of the Group’s executive KMP remuneration arrangements.
During the year ended 30 June 2016:
• Former CEO Bruce Dixon and former COO Vita Pepe transitioned out of the business
• Long-serving Spotless executive Dana Nelson, was appointed COO on 17 August 2015
• A thorough CEO search process was conducted and Martin Sheppard was announced as the new CEO on 18 August 2015 with his commencement date anticipated to be 1 December 2015
• Mr Sheppard commenced on 23 November 2015
• Spotless issued a trading update to the market on 2 December 2015
• Spotless provided further details to the market on 9 December 2015
• As set out in the chart below, following the trading updates, the price of Spotless’ shares fell by greater than 50%
• Former CFO Danny Agnoletto transitioned out of the business; appointment of Nigel Chadwick (CFO) was announced (commencing on 18 January 2016)
Chart 3. Spotless closing share price from 7/1/2015 to 17/8/2016
Closing Price 2.3
2.1
1.9
1.7
1.5
1.3
1.1
0.9
0.7
0.5
The Board has extensively considered the impact of the circumstances described above on a number of remuneration and personnel related issues, including:
• Martin Sheppard’s proposed LTI arrangements, which were approved by shareholders at last year’s Annual General Meeting (“AGM”), prior to his commencement and the December 2015 trading updates;
• the LTI arrangements for Nigel Chadwick, who commenced in the month after the December trading updates;
• Dana Nelson’s LTI arrangements, which were put in place in October 2015; and
• the imperative to retain key executive personnel following the departure of all FY15 executive KMP.
Following such consideration and after taking independent external advice, the Board has determined or, in the case of Martin Sheppard’s LTI arrangements, is proposing for shareholder approval, the actions set out in Table 8 in response to the above issues.
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Directors’ Report (continued)
8. FY17 changes to remuneration arrangements (continued)
These actions will ensure the Company’s new executive KMP are appropriately incentivised to grow Spotless and deliver maximum returns to shareholders.
The Board has taken care to ensure that the remuneration arrangements are reasonable and align with the interest of shareholders in accordance with the Remuneration Principles. With respect to the CEO and CFO LTI arrangements, this includes having regard to the significantly higher volatility of the Company’s shares post trading update (and a higher assumed probability of a future stock re-rating) in quantifying the securities proposed to be issued or issued. The result is a significantly lower (i.e. approximately one quarter) quantum of securities than would have been issued using volatility levels existing as at the time of the 2015 AGM.
An independent review from Egan Associates supports this view:
“In this context, we believe that the Board adopted a thoroughly responsible approach in mitigating the concerns and potential demands of all parties while at all times being mindful of dilution.” John Egan, 9 August 2016 Fixed Annual Remuneration for FY17 The Remuneration Committee has made a decision that, based on their start dates being in the last financial year, no increase will be made to the Fixed Remuneration of the CEO and CFO. It should also be noted that under the proposed changes for the CEO, there has been no increase in the level of the LTI opportunity as a percentage of his fixed annual remuneration. It remains at 100%.
With respect to the COO, consideration was given to her experience, breadth of portfolio and the comparison with other KMP. On that basis, a decision was made by the Board to increase the Fixed Annual Remuneration of the COO by $50,000 to $750,000 from 1 July 2016.
Review of STI plan in FY17 In FY17, the STI performance framework for the executive KMP and broader management team has been reviewed to enhance the effectiveness of the framework in delivering on the objectives of the STI Plan.
A key outcome of the review is to ensure continued alignment of the framework with the Group’s key strategic objectives while maximising individual incentive based on requirements and priorities specific to applicable roles.
The review includes:
• KPI weightings being critically assessed on a role by role basis to reflect position responsibility and key individual and group targets.
• Assessment of each role to include review of the weighting attributed to financial and non-financial criteria being reviewed.
• Setting of KPI’s and assessment of executive performance facilitated by a comprehensive “balanced scorecard” approach.
• Particular emphasis in setting KPI’s on new business and cross-sell targets for sector general managers, ensuring continued focus on extending service offerings to existing clients and winning new business - integral objectives linked to the Group’s growth strategy.
• Alignment of personal performance goals for sector general managers with at least one of the Group’s key strategic pillars, thereby allowing for flexibility for general managers to focus on issues that matter most to their sector while still ensuring alignment with what matters most to the Group.
• Establishment of an objective and extensive library of KPI’s to support the development of personal performance objectives.
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Directors’ Report (continued)
8. FY17 changes to remuneration arrangements (continued)
• Replacing lost time injury frequency rate as the key safety KPI measure with recordable injury frequency rate (“RIFR”). RIFR includes not only lost time injuries but also injuries requiring medical treatment (“MTIs”) and injuries resulting in return to work (“RWIs”) on restricted duties. This measure provides a more reliable indicator of safety performance than LTIFR and the inclusion of not only lost time injuries, but also MTIs and RWIs means RIFR more closely measures injury severity, and hence the pain and suffering to the injured person as well as business impact through lost productivity associated with facilitating return on restricted duties. Tracking all serious injuries (not just LTIs) is a more proactive way to manage safety because it makes management and staff more aware of where workplace issues are, enabling the development and implementation of targeted improvement strategies determined by real business needs.
• Board discretion as to final STI awards to expressly take account of absolute prerequisite for executives to fully comply with Code of Conduct and Spotless’ values.
FY17 changes to Martin Sheppard’s STI arrangements As part of the 2016 Executive Remuneration Strategy Review, the Board considered the remuneration mix of Martin Sheppard, including by reference to external market benchmarking (based on independent external advice in relation to comparable listed companies and industry peers). In amending the CEO’s remuneration, the Board has sought to strike a more appropriate balance between fixed and variable remuneration. There has been no increase in fixed remuneration or LTI, but from FY17 there is the opportunity for an increased STI incentive, as set out in Table 7 below.
Table 7. CEO STI Opportunity - FY16 and FY17
Period Threshold Target Maximum performance performance performance
FY16 30% 60% 90%
FY17 40% 80% 120%
FY16 LTI award to new CEO – Proposed Revised Arrangements Martin Sheppard’s contracted employment arrangements include an annual LTI opportunity of 100% of his Fixed Annual Remuneration. As an additional, incentive measure, subject to approval by shareholders, Martin Sheppard’s first two years’ LTI opportunity (equivalent to 200% of his Fixed Annual Remuneration) was to be awarded upfront at the commencement of his appointment during FY16 (“Initial LTI Award”).
Shareholders approved the Initial LTI Award in the form of LTI options at the Company’s Annual General Meeting on 22 October 2015. The terms of the shareholder approval included that:
• the exercise price will be set as the five trading day VWAP of the Company’s shares before the commencement of Martin Sheppard’s appointment, and that the number of instruments would be determined formulaically following his commencement.
• 50% of the options granted under the Initial LTI Award would be subject to a three-year performance period and the remaining 50% of the options would be subject to a four-year performance period.
However, after the approval of the Initial LTI award, Spotless was faced with a number of unforeseen challenges resulting in a trading update to the market on 2 December 2015. Further details were provided to the market on 9 December 2015. Following these updates, the price of Spotless’ shares fell by more than 50% (closed at $1.10 on 9 December 2015 and fell to low closing price of $0.91 on 10 February 2016).
These circumstances presented particular challenges for the Board insofar as their impact on Martin Sheppard’s LTI arrangements and have led to the Board’s decision to not proceed to issue options on the specific terms approved at the AGM. To do so would have produced an outcome not reflective of the original objectives and unsatisfactory for both shareholders and Martin Sheppard.
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Directors’ Report (continued)
8. FY17 changes to remuneration arrangements (continued)
As outlined above, Martin Sheppard commenced with Spotless on 23 November 2015. Based on this start date, the five trading day VWAP of the Company’s shares before the commencement of Martin Sheppard’s appointment was calculated to be $2.15. This would have been the exercise price for any options issued to Martin Sheppard pursuant to the terms approved by shareholders at the AGM.
Using the approved allocation methodology (i.e. Black Scholes valuation using the approved exercise price of $2.15) based on the post trading update share price would have resulted in a significantly excessive number of options. Using the approved allocation methodology, approximately 120 million options would have been issued, which the Board considered unacceptable and not in the interests of either shareholders or Martin Sheppard.
Requirement for Revised Package
Such a non-commercial result as described above would, in the Board’s view, have been unsatisfactory to shareholders due to its materially dilutive effect if vested as well as the significant disincentive attached to an “out of the money” exercise price.
Additionally, Martin Sheppard would have been unreasonably impacted by events occurring before his commencement and beyond his control.
Proposed Way Forward
Following extensive deliberations on this issue and receiving independent advice from both Egan Associates and EY, the Board has determined terms for a revised proposed Initial LTI Award to Martin Sheppard (“Revised Initial Award”), which it believes appropriately and reasonably balances the interests of shareholders and Martin Sheppard and ensures adherence to the Remuneration Principles.
The Revised Initial Award maintains key core elements of the Initial Award approved by shareholders but modified to address the issues referred above and also seeking to align with the arrangements of the new CFO Nigel Chadwick, and the changes to the Group’s LTI policy going forward, including the move to share rights.
50% Performance rights 3 year performance period
200 % of FAR 50% Options 2.5 year performance period
LTI
Neither the Initial Award nor the Revised Initial Award have been issued. The Board will seek the approval of the Company shareholders of the Revised Initial Award at the Company’s 2016 Annual General Meeting.
For ease of reference, set out in Table 8 below are the key terms of the Revised Initial Award as compared to the Initial Award, as well as rationale for change.
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Directors’ Report (continued)
8. FY17 changes to remuneration arrangements (continued)
FY17 – Move to Share Rights The Board has determined that the grant of share rights, rather than share options, will apply for awards during the financial year ending 30 June 2017. Share rights, which are by far the most prevalent LTI vehicle amongst large Australian companies, are more aligned with the key principles of the remuneration framework. Options were deemed the appropriate vehicle for the period immediately following the 2014 listing of the Group. However, where there is significant volatility and uncertainly, options can either be a disincentive or alternatively provide windfall gains. Share rights are a more stable instrument and, from an incentive viewpoint, the benefit of share rights is that they will always deliver some value to the participants where performance measures are met, thereby ensuring continued incentive to participants.
Table 8. CEO LTI – Key Proposed Changes
Initial LTI Award Revised Initial LTI Award Rationale
Amount of 200% of FAR 200% of FAR No change Award
Form of grant Tranche 1 (50% of award): Tranche 1 (50% of award): Reflects Company’s change to Options. Options. share rights and aligns CEO with rest of executive team. Tranche 2 (50% of award): Tranche 2 (50% of award): Options. Share rights.
Quantum Should the Board have adopted Tranche 1 - 3,288,142 options At the time of determining the the approved allocation CEO’s LTI grant and recognizing Tranche 2 - 1,258,470 rights methodology and retained an the complex market issues facing exercise price of the options at the company while in parallel $2.15 through issued options at negotiating an LTI for an incoming the end of the 4th quarter in 2015 CFO, the Board formed a view on at the time of the CEO’s advice that an alternate grant appointment, the aggregate grant strategy had significant merit. The of options for Tranches 1 & 2 alternate strategy embraced with performance hurdles based issuing options in respect of on the prevailing share price at Tranche 1 at the prevailing share the time of the AGM in 2015 and price with a comparable exercise with an exercise premium more price, adopting the market volatility than twice the prevailing share which had arisen in the final quarter price, the number of securities of 2015 which had a significant required to be allocated would dampening impact on the number have exceeded 120 million and of options to be awarded and as a accordingly have had a consequence avoiding the significant dilutive impact and implausible outcome that may have doubtful motivational value. otherwise arisen. In parallel with these considerations the Board also formed the view that in respect of the 2016 calendar year grant to the leadership team of the company it would no longer issue options as had been a prior tradition, but rather issue rights which in aggregate have a far less dilutionary impact on shareholders. In adopting this approach the recently appointed KMPs and the longer serving leadership team
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Directors’ Report (continued)
Initial LTI Award Revised Initial LTI Award Rationale members would, in respect of rights to be issued in FY17, be subject to the same performance conditions and the performance period in relation to Tranche 2 of the CEO’s LTI award would be modified to ensure that alignment. In adopting this strategy, the Board would be issuing around 5 million securities as distinct from more than 120 million, and would be creating appropriate alignment internally and establishing the right alignment with shareholders.
Performance EPS & TSR – as per vesting EPS & TSR – as per vesting No change. The TSR and EPS measures and schedule in table 5 schedule in table 5 performance hurdles were hurdles approved by the shareholders at the 2015 AGM and are unchanged.
Vesting date Tranche 1: Following Tranche 1: Following No change independent confirmation of independent confirmation of performance hurdles after 1 July performance hurdles after 1 2018 July 2018 Tranche 2: Following independent confirmation of Tranche 2: Following performance hurdles after 1 independent confirmation of July 2019 performance hurdles after 1 July 2019
Performance Tranche 1 – 3 year period ending Tranche 1 – 2.5 year period 1 January 2016 commencement for period 30 June 2018 ending 30 June 2018 Tranche 1 takes account of the CEO start date and the Tranche 2 – 4 year period ending Tranche 2 – 3 year period circumstances leading to the 30 June 2019 ending 30 June 2019 trading updates issued in December 2015, which were beyond CEO’s control. 1 July 2016 commencement for Tranche 2 aligns with CFO and executive team for FY17 LTI issue and represents start of first full year since CEO commencement.
Exercise price Tranches 1 and 2 - $2.15 per Tranche 1- $1.033 per option Takes account of CEO’s start date option (based on the market (based on the market price and circumstances of December price (five day VWAP)) for the (the ten day VWAP)) for the trading updates. Company’s shares before the Company’s shares for the ten Following trading updates, market commencement of CEO day trading period either side was fully informed of challenges appointment. of 1 January 2016. facing the Company on 1 January Tranche 2 – not applicable 2016.
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Directors’ Report (continued)
Initial LTI Award Revised Initial LTI Award Rationale
EPS testing Tranche 1 and 2 EPS baseline: Tranche 1 EPS: 2.5 year FY16 EPS (excluding material FY15 EPS period, commencing 1 January one-off items) is in Board’s view 2016, but with baseline the most appropriate baseline
equating to FY16 EPS taking account of all (excluding material one-off circumstances. The FY16 results items). are the first full year results since the CEO’s commencement and Tranche 2 EPS: 3 year period the Grant Date. The intent of with baseline of FY16 EPS excluding material one off items is (excluding material one-off to ensure that the measurement items). base reflects the ongoing performance of the Group. As stated in Table 5, taking account of exclusion of one-off items where necessary is also a key component of the Group’s overall EPS measurement policy.
TSR testing Tranche 1 and 2 TSR: tested Tranche 1 TSR: tested from 1 TSR testing from 1 July 2016 for from grant date (following July 2016 based on the VWAP Tranche 1 considered by Board commencement). for the Company’s shares for as the most appropriate date the ten day trading period following extensive analysis of
either side of 30 June 2016 FY16 share price history. (being $1.14). Proposed Tranche 2 baseline Tranche 2 TSR: tested provides alignment of the CEO to adopting the prevailing VWAP other senior executives and share price at the time of the provides a much clearer and announcement of FY16 results. consistent methodology for testing the TSR.
Shareholder Approval
Any award of LTI options or share rights for the financial year ended 30 June 2016 to Martin Sheppard will be subject to obtaining shareholder approval at the AGM.
In the event that shareholder approval is not obtained for the proposed revised CEO LTI package, Martin Sheppard’s LTI entitlements would be payable in cash, subject to the same performance hurdles and subject to the Board’s discretion.
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Directors’ Report (continued)
8. FY17 changes to remuneration arrangements (continued)
Table 9. Specific terms for FY16 Executive KMP LTI awards
CEO1 CFO2 COO3
Form of grant Tranche 1 (50% of award): Options Options Options.
Tranche 2 (50% of award): Share rights.
Quantum Tranche 1 - 3,288,142 options 948,502 options 1,211,912 options Tranche 2 - 1,258,470 rights
Performance EPS & TSR – as per vesting EPS & TSR – as per vesting EPS & TSR – as per measure schedule in table 5. schedule in table 5. vesting schedule in table 5.
Vesting date Tranche 1: 1 July 2018 Following independent Following independent confirmation of performance confirmation of Tranche 2: 1 July 2019 hurdles after 1 July 2018. performance hurdles after 1 July 2019.
Performance period Tranche 1 – 2.5 year period From Grant Date (deemed 1 From Grant Date (1 ending 30 June 2018. January 2016) until 30 June October 2015) until 30 June 2018. 2019. Tranche 2 – 3 year period ending 30 June 2019.
Exercise price Tranche 1: $1.033 per option $1.033 per option (based on $2.07 per option (based on (based on the market price (the the market price (the ten the market price (the five ten day VWAP)) for the day VWAP)) for the trading day VWAP)) for the Company’s shares for the ten Company’s shares for the Company’s shares during a day trading period either side of 1 ten day trading period either trading window following January 2016. side of 1 January 2016.2 the Company’s annual results announcement). Tranche 2: N/A
Exercise date Within 12 month period from Within 12 month period from Within 12 month period vesting. vesting. from vesting.
EPS Baseline Tranche 1 EPS: 2.5 year period, 2.5 year period, EPS: FY15 EPS commencing 1 January 2016, but commencing 1 January with baseline equating to FY16 2016, but with baseline EPS (excluding material one-off equating to FY16 EPS items). (excluding material one-off items). Tranche 2 EPS: 3 year period with baseline of FY16 EPS (excluding material one-off
items).
TSR Baseline Tranche 1 TSR: tested from 1 TSR: tested from Grant TSR: tested from Grant July 2016 (based on $1.14 Date. Date. VWAP price).
Tranche 2 TSR: tested adopting the prevailing VWAP share price at the time of the announcement of FY16 results. 1 See discussion in section 8 of this Remuneration Report and below in relation to the 2016 LTI award to the CEO. 2 See discussion in section 8 of this Remuneration Report in relation to the 2016 LTI award to the CFO 3 The Board intends to exercise its discretion to extend the vesting period in respect of 2016 LTI award to the COO by one year to 30 June 2019. 63
Directors’ Report (continued)
9. Details of executive statutory remuneration
The table below presents details of the actual remuneration for the executive KMP for FY16.
Table 10. Executive KMP statutory remuneration
Short Term Benefits Long Post Employment Share Based Total % of Rem $ BenefitsTerm $ Payments $ $ $ Long 8 Financial Salary Bonus Other Annual Service Superann- Termination Share Shares Performance 7 Year Leave Leave uation Payments Options Based Executive Directors M Sheppard1 2016 772,481 609,169 - 22,189 2,577 14,481 - 218,870 - 1,639,767 50% 2015 ------B Dixon2 2016 540,346 - - - - 9,654 146,487 - - 696,487 - 2015 1,081,217 485,100 - 62,211 6,687 18,783 - (20,175) - 1,633,823 28% Other KMP D Nelson3 2016 612,289 155,741 125,000 8,611 35,660 19,308 - 38,210 - 994,818 19% 2015 ------N Chadwick4 2016 327,904 163,741 - 27,998 1,088 9,654 - 25,515 - 555,900 34% 2015 ------V Pepe 5 2016 71,434 - - - - 4,827 28,743 - - 105,004 - 2015 581,217 220,500 - 7,731 3,593 18,783 - (5,502) - 826,322 26% D Agnoletto6 2016 338,737 - - - - 14,481 503,768 30,406 - 887,391 3% 2015 531,217 288,750 - 5,839 1,096 18,783 - 60,525 - 906,210 39% Total 2016 2,663,192 928,651 125,000 58,798 39,325 72,404 678,998 313,000 - 4,879,367 25% 2015 2,193,651 994,350 - 75,781 11,376 56,349 - 34,848 - 3,366,356 31%
1 M Sheppard commenced as a KMP on 23 November 2015
2 B Dixon ceased to be a KMP on 20 November 2015
3 D Nelson commenced as a KMP on 17 August 2015. Remuneration for 2015 is not disclosed as in 2015 D Nelson was not a KMP
4 N Chadwick commenced as a KMP on 18 January 2016
5 V Pepe ceased to be a KMP on 17 August 2015
6 D Agnoletto ceased to be a KMP on 31 January 2016
7 Value of share options represents an accounting value for options issued and does not reflect actual remuneration received by Key Management Personnel. Negative amounts for B Dixon and V Pepe represent the write-back of options following the forfeiture of those options due to their notice of resignation. M Sheppard commenced as a KMP on 23 November 2015. As stated in section 8 of this Remuneration Report, the Company will seek the approval of the shareholders to the issue of 3,288,142 options and 1,258,470 rights (total of 4,546,612 securities) to M Sheppard. Whilst these options and rights have not been issued to M Sheppard, under Accounting Standard AASB 2 Share-based Payment, a grant of 4,546,612 securities is deemed to have occurred and an associated expense recognised for accounting purposes. 8 During the year ended 30 June 2016, a total of 44,553 shares were purchased on-market at an average price of $1.94 and held on trust as restricted shares under the deferred component for awards under the FY15 STI Plan.
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Directors’ Report (continued)
10. Non-executive director remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of those directors. The amount of aggregate remuneration and the fee structure is reviewed annually against fees paid to non-executive directors of comparable companies. The Board considers advice from external consultants when undertaking the annual review process.
On appointment to the Board, all non-executive directors sign a letter of appointment. The letter summarises the Board policies and terms relevant to the office of director (including remuneration).
In addition, the total amount of fees paid to all directors for their services (excluding, for these purposes, the salary of any executive director) must not exceed in aggregate in any financial year the amount fixed by the Company at the Annual General Meeting. This amount has been fixed at $2.0m per annum. The aggregate sum includes any special and additional remuneration for special exertions and additional services performed by a director as determined appropriate by the Board. The Board will not seek any increase to this aggregate sum at the 2016 Annual General Meeting.
The remuneration of non-executive directors consists of directors’ fees and committee fees. The payment of additional fees for serving on a committee recognises the additional time commitment required by non-executive directors who serve on sub-committees. The Chairman of the Board attends all committee meetings but does not receive any fees in addition to directors’ fees.
The following annual directors’ fees currently apply. The Board has determined that there will be no increase in directors’ fees in FY17.
Table 11. Annual directors’ fees
Directors’ Fees $ per annum $ per annum FY16 FY17
Chairman 492,000 492,000 Non-executive director 164,000 164,000 Additional Committee Fees Chairman of the Audit, Business Risk and Compliance Committee 40,000 40,000 Chairman of the People and Remuneration Committee 40,000 40,000 Member of other Committee 10,000 10,000
All directors’ fees include superannuation. Non-executive directors do not receive retirement benefits, nor do they participate in any incentive programs.
Table 12 below presents the details of remuneration received by the non-executive directors for the year ended 30 June 2016.
Non-executive Directors – Minimum Shareholding Requirement In order to further align the interests of the Board and shareholders of the Company, the Board has introduced a minimum shareholding requirement for non-executive directors.
The minimum holding requirement is an amount equal (in market value) to 100% of the applicable non-executive director’s base fees.
The minimum shareholding may be accumulated over three years from the applicable non-executive director’s date of appointment.
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Directors’ Report (continued)
10. Non-executive director remuneration (continued)
Table 12. Non-executive directors’ remuneration details
Short Term Benefits Post Employment Share Based Total % of Rem $ $ Payments $ $ Financial Salary Bonus Non- Other Superann- Termination Share Shares Performance Year Monetary Payments uation Payments Options Based Non-Executive Directors M Jackson 2016 472,692 - - - 19,308 - - - 492,000 0% 2015 301,217 - - - 18,783 - - - 320,000 0% D Grady 2016 186,301 - - - 17,699 - - - 204,000 0% 2015 183,043 - - - 16,957 - - - 200,000 0% G Hounsell 2016 186,301 - - - 17,699 - - - 204,000 0% 2015 182,609 - - - 17,391 - - - 200,000 0% N Sherry 2016 168,036 - - - 15,963 - - - 184,000 0% 2015 146,087 - - - 13,913 - - - 160,000 0% R Koczkar 2016 158,904 - - - 15,096 - - - 174,000 0% 2015 146,087 - - - 13,913 - - 160,000 0% J Coates1 2016 74,886 - - - 7,114 - - - 82,000 0% 2015 ------0% G Hutchinson2 2016 79,452 - - - 7,548 - - - 87,000 0% 2015 146,087 - - - 13,913 - - - 160,000 0% Total 2016 1,326,573 - - - 100,427 - - - 1,427,000 0% 2015 1,105,130 - - - 94,870 - - - 1,200,000 0%
1 J Coates commenced as a KMP on 1 January 2016 2 G Hutchinson ceased to be a KMP on 31 December 2015
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Directors’ Report (continued)
11. Executive contracts
The remuneration and terms of the executive KMP are formalised in their employment agreements. Each of these employment agreements, which have no fixed terms provide for the payment of fixed and performance-based remuneration, superannuation and other benefits such as statutory leave entitlements.
The key terms of executive KMP contracts at 30 June 2016 were as follows:
Chief Executive Officer & Managing Director Martin Sheppard’s employment agreement may be terminated by the Group or by Martin Sheppard by giving at least twelve months’ notice in writing of such termination or, alternatively in the Group’s case, payment in lieu of notice.
The Group may terminate Martin Sheppard’s employment without notice or payment in lieu of notice for serious and wilful misconduct. If there is a substantial diminution of Martin Sheppard’s responsibilities or authority or if he ceases to report to the Board (except with his consent or where the Group has terminated his employment) it will be deemed a fundamental change (“Fundamental Change”). In the event of a Fundamental Change, Martin Sheppard may terminate his employment agreement by giving one month’s notice in writing, in which case he will be entitled to a payment equivalent to six months’ Fixed Annual Remuneration.
Upon the termination of Martin Sheppard’s employment agreement, he will be subject to a restraint of trade period of 12 months. The enforceability of the restraint clause is subject to all usual legal requirements.
Other executive KMP The Group’s other executive KMP are employed under individual service agreements. These establish:
• notice and termination provisions:
o of six months; o by the Group without notice in the event of serious misconduct; or • eligibility to participate in the STI Plan up to a specified percentage of Fixed Annual remuneration (refer to Section 8 for further details about the STI Plan); • eligibility to participate in the LTI Plan (refer to Table 5 for further details about the LTI Plan); and • leave entitlements in accordance with applicable legislation.
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Directors’ Report (continued)
12. Shareholdings and other transactions
LTI awards on issue The following table summarises the LTI Plan options on issue during FY16 and that vested, were exercised and/or lapsed during the year.
Table 13. LTI options awarded, vested and lapsed
Options Options Options vested / sold forfeited awarded during Fair value Exercise during the during the the year Award Performance per option price Expiry year year Year No. date Hurdle $ Vesting Date $ date No. No. Executive Directors M Sheppard1 2016 ------
B Dixon2 2016 ------2015 ------3,254,746 2014 439,297 23/05/2014 EPS 0.192 30/06/2016 1.60 30/06/2017 - - 2014 439,297 23/05/2014 TSR 0.185 30/06/2016 1.60 30/06/2017 - - 2014 1,188,076 23/05/2014 EPS 0.213 30/06/2017 1.60 30/06/2018 - - 2014 1,188,076 26/05/2014 TSR 0.209 30/06/2017 1.60 30/06/2018 - - 2013 - 10/12/2012 IPO 0.110 28/05/2014 1.25 28/05/2014 17,500,000 -
Other KMP D Nelson3 2016 605,956 28/09/2015 EPS 0.251 30/06/2018 2.07 30/06/2019 - - 2016 605,956 28/09/2015 TSR 0.238 30/06/2018 2.07 30/06/2019 - - 2016 100,639
N Chadwick4 2016 474,251 13/04/2016 EPS 0.277 30/06/2018 1.03 30/06/2019 - - 2016 474,251 13/04/2016 TSR 0.269 30/06/2018 1.03 30/06/2019 - -
V Pepe5 2016 ------2015 ------887,658 2014 119,808 23/05/2014 EPS 0.192 30/06/2016 1.60 30/06/2017 - - 2014 119,808 23/05/2014 TSR 0.185 30/06/2016 1.60 30/06/2017 - - 2014 324,021 23/05/2014 EPS 0.213 30/06/2017 1.60 30/06/2018 - - 2014 324,021 23/05/2014 TSR 0.209 30/06/2017 1.60 30/06/2018 - - 2013 - 10/12/2012 IPO 0.110 28/05/2014 1.25 28/05/2014 17,500,000 -
D Agnoletto6 2016 519,391 28/09/2015 EPS 0.251 30/06/2018 2.07 30/06/2019 - - 2016 519,391 28/09/2015 TSR 0.238 30/06/2018 2.07 30/06/2019 - - 2015 ------2014 109,824 23/05/2014 EPS 0.192 30/06/2016 1.60 30/06/2017 - - 2014 109,824 23/05/2014 TSR 0.185 30/06/2016 1.60 30/06/2017 - - 2014 297,019 23/05/2014 EPS 0.213 30/06/2017 1.60 30/06/2018 - - 2014 297,019 23/05/2014 TSR 0.209 30/06/2017 1.60 30/06/2018 - -
Total 2016 3,199,196 - 100,639 2015 - - 4,142,404 1 M Sheppard commenced as a KMP on 23 November 2015. As stated in section 8 of this Remuneration Report the Company will seek the approval of the shareholders to the issue of 3,288,142 options and 1,258,470 rights (total of 4,546,612 securities) to M Sheppard. Whilst these options and rights have not been issued to M Sheppard, under Accounting Standard AASB 2 Share-based Payment, a grant of 4,546,612 securities is deemed to have occurred and an associated expense recognised for accounting purposes. 2 B Dixon ceased to be a KMP on 20 November 2015. 100% of his option grant was forfeited. 3 D Nelson commenced as a KMP on 17 August 2015. The shares vested in 2016 relate to options granted to D Nelson prior to commencement as a KMP. 4 N Chadwick commenced as a KMP on 18 January 2016. 5 V Pepe ceased to be a KMP on 17 August 2015. 100% of her option grant was forfeited. 6 D Agnoletto ceased to be a KMP on 31 January 2016.
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Directors’ Report (continued)
12. Shareholdings and other transactions (continued)
Table 14. KMP option holdings
Options at Options held beginning of Granted as Options Options at the end of the year remuneration vested / sold forfeited the year Executive Directors M Sheppard1 - - - - -
B Dixon2 - - - - -
Other KMP D Nelson3 372,816 1,211,912 (100,639) 1,484,089
N Chadwick4 - 948,502 - - 948,502
V Pepe5 - - - - -
D Agnoletto6 813,686 1,038,782 - - N/A
Total 1,186,502 3,199,196 - (100,639) 2,432,591
1 M Sheppard commenced as a KMP on 23 November 2015. As stated in section 8 of this Remuneration Report, the Company will seek the approval of the shareholders to the issue of 3,288,142 options and 1,258,470 rights (total of 4,546,612 securities) to M Sheppard. Whilst these options and rights have not been issued to M Sheppard, under Accounting Standard AASB 2 Share-based Payment, a grant of 4,546,612 securities is deemed to have occurred and an associated expense recognised for accounting purposes. 2 B Dixon ceased to be a KMP on 20 November 2015 3 D Nelson commenced as a KMP on 17 August 2015. The shares vested in 2016 relate to options granted to D Nelson prior to commencement as a KMP. 4 N Chadwick commenced as a KMP on 18 January 2016 5 V Pepe ceased to be a KMP on 17 August 2015 6 D Agnoletto ceased to be a KMP on 31 January 2016
KMP Shareholdings The following table details shareholdings of KMP in the Company, including deferred shares awarded under the STI Plan, and movements during FY16.
Note that shares held by the CEO, Martin Sheppard, were purchased at his own volition prior to commencing his employment at Spotless at a weighted average price of $1.86.
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Directors’ Report (continued)
12. Shareholdings and other transactions (continued)
Table 15. KMP shareholdings
Shares at Shares held at beginning of Granted as On exercise of Net other the end of the the year remuneration options changes year Non-Executive Directors M Jackson 2,025,000 - - 300,000 2,325,000 D Grady 125,781 - - 44,500 170,281 G Hounsell 218,750 - - 140,000 358,750 N Sherry 87,500 - - - 87,500 R Koczkar 312,500 - - 100,000 412,500 J Coates1 - - - 50,000 50,000 G Hutchinson2 46,875 - - - N/A Executive Directors M Sheppard3 - - - 290,439 290,439 B Dixon4 12,578,802 - - (6,289,402) N/A Other KMP D Nelson5 1,090,907 - - (500,000) 590,907 N Chadwick6 - - - 100,000 100,000 V Pepe7 14,431,808 - - - N/A D Agnoletto8 - - - - N/A Total 30,917,923 - - (5,764,463) 4,385,377
1 J Coates commenced as a KMP on 1 January 2016 5 D Nelson commenced as a KMP on 17 August 2015
2 G Hutchinson ceased to be a KMP on 31 December 2015 6 N Chadwick commenced as a KMP on 18 January 2016
3 M Sheppard commenced as a KMP on 23 November 2015 7 V Pepe ceased to be a KMP on 17 August 2015
4 B Dixon ceased to be a KMP on 20 November 2015 8 D Agnoletto ceased to be a KMP on 31 January 2016
Escrow arrangements in relation to executive KMP shareholdings The shares held by the former CEO Bruce Dixon and current COO Dana Nelson are subject to voluntary escrow arrangements which were entered into in connection with the listing of the Company.
Under the terms of those escrow arrangements, subject to certain customary exceptions and the exceptions noted below, the escrowed shares may only be sold following the announcement of the Company’s financial results for FY16.
Options granted under the LTI Plan are not covered by the voluntary escrow arrangements. Rather, they are subject to the terms of the LTI Plan.
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Directors’ Report (continued)
Directors’ interests in contracts Some Directors of the Group, or related entities of the Directors, conduct transactions with entities within the Group that occur within a normal employee, customer or supplier relationship on terms and conditions no more favourable than those with which it is reasonable to expect the entity would have adopted if dealing with the Director or Director- related entity on normal commercial terms and conditions.
On behalf of the Board of Directors
M Jackson AC M Sheppard Chairman Chief Executive Officer & Managing Director Melbourne, 24 August 2016 Melbourne, 24 August 2016
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Corporate Governance Statement
This statement explains how the Board of Spotless Group Holdings Limited (the “Board”) oversees the management of the Group’s business. The Board is responsible for the overall corporate governance of the Group. The Board monitors the operational and financial position and performance of the Group and oversees its business strategy including approving the strategic goals of the Group and considering and approving an annual budget.
The Board is committed to maximising performance, generating financial returns and shareholder value, and sustaining the growth and success of the Group. In conducting the Group’s business with these objectives, the Board seeks to ensure that the Group is properly managed to protect and enhance shareholder interests, and that the Group, its directors, officers and personnel operate in an appropriate environment of corporate governance. Accordingly, the Board has created a framework for managing the Group including adopting relevant internal controls, risk management processes and corporate governance policies and practices which it believes are appropriate for the Group’s business and which are designed to promote the responsible management and conduct of the Group.
The ASX Corporate Governance Council has developed and released its Corporate Governance Principles and Recommendations (“ASX Recommendations”) for listed companies in order to promote investor confidence and to assist companies in meeting stakeholder expectations. The recommendations are not prescriptions, but guidelines.
An overview of the Group’s main corporate governance practices are set out below. The information in this statement relating to the directors, Board committee memberships and other details is current as at the date of this report.
Details of the Group’s key policies and practices and the charters for the Board and each of its committees are available at www.spotless.com.
The Board
The Board of is comprised of:
• Margaret Jackson AC (independent Chairman) • Martin Sheppard (Chief Executive Officer & Managing Director) • Diane Grady AM (independent Non-Executive Director) • Garry Hounsell (independent Non-Executive Director) • Julie Coates (independent Non-Executive Director) • Rob Koczkar (independent Non-Executive Director) • The Hon. Nick Sherry (independent Non-Executive Director)
Details of the directors’ skills, experience, expertise, qualifications, terms of office, relationships affecting independence, their independence status and membership of committees are set out within this statement and in the Directors’ Report.
Before the Board appoints a new director or puts forward a candidate for election, the Board ensures that appropriate background checks are undertaken. The Group provides shareholders with all material information in its possession that is relevant to their decision on whether or not to elect or re-elect a director through a number of channels, including via the Notice of Meeting, the director profiles included in the Directors’ Report and other information contained in the Annual Report.
The Board’s objective is to have an appropriate mix of skills, expertise and experience on the Board relevant to the Group’s businesses and the Board’s responsibilities. The Board considers that the current mix of skills, expertise and experience, as set out in the matrix below, meets this objective.
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Corporate Governance Statement (continued)
The Board (continued)
Skills/Expertise Experience
• Change management Extensive experience in Australia and overseas • Corporate advisory across a range of industries and markets, including: • Agriculture • Corporate governance/compliance • Banking • Ethical leadership • Education • Executive leadership and management • Finance • Financial/accounting • Government • Health and safety • Health • Mergers and Acquisitions • Infrastructure • Operations • Manufacturing • Media • Organisational design • Mining • Remuneration and Nominations • Retail • Risk management • Telecommunication • Strategy • Transport • Sustainability • Utilities • Tendering • Wine and Spirits
Upon appointment, each director (and senior executive) receives a letter of appointment which sets out the formal terms of their appointment, along with a deed of indemnity, insurance and access.
The Board considers an independent director to be a non-executive director who is not a member of the Group’s management and who is free of any business or other relationship that could materially interfere with or reasonably be perceived to interfere with the independent exercise of their judgment. The Board will consider the materiality of any given relationship on a case-by-case basis and has adopted guidelines to assist in this regard. The Board reviews the independence of each director in light of interests disclosed to the Board from time to time.
The Group’s Board Charter sets out guidelines of materiality for the purpose of determining independence of directors in accordance with the ASX Recommendations and has adopted a definition of independence that is based on that set out in the ASX Recommendations.
The Board considers qualitative principles of materiality for the purpose of determining ‘independence’ on a case-by- case basis. The Board will consider whether there are any factors or considerations which may mean that the director’s interest, business or relationship could, or could be reasonably perceived to, materially interfere with the director’s ability to act in the best interests of the Group.
Martin Sheppard is the CEO and Managing Director of the Group and, accordingly, is not considered by the Board to be independent.
All the non-executive directors of the Board are considered by the Board to be independent directors for the purpose of the ASX Recommendations. On this basis, the Board consists of a majority of independent directors.
The Board considers that each of the directors brings an objective and independent judgment to the Board’s deliberations and that each of the directors makes a valuable contribution to the Group through the skills they bring to the Board and their understanding of the Group’s business.
Directors also attend formal induction sessions where they are briefed on the Group’s vision and values, strategy, financials, and governance and risk management frameworks.
The Company Secretary is accountable to the Board through the Chairman on all matters regarding the proper functioning of the Board. This includes assisting the Board and its Committees with meetings and directors’ duties, advising the Board on corporate governance matters, and acting as the interface between the Board and senior executives.
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Corporate Governance Statement (continued) Board Charter
The Board has adopted a formal Charter that details the functions and responsibilities of the Board. The Board Charter also establishes the functions reserved to the Board and those powers delegated to management.
The Board Charter allows the Board to delegate powers and responsibilities to committees established by the Board. The Board retains ultimate accountability to shareholders in discharging its duties.
The Board Charter provides that with guidance from the Nomination Committee and, where necessary, external consultants, the Board shall identify candidates with appropriate skills, experience, expertise and diversity in order to discharge its mandate effectively and to maintain the necessary mix of expertise on the Board.
The Nomination Committee assesses nominations of new directors against a range of criteria including the candidate’s background, experience, gender, professional skills, personal qualities and whether their skills and experience will complement the existing Board.
The criteria to assess nominations of new directors is reviewed annually and the Nomination Committee regularly compares the skill base of existing directors with that required for the future strategy of the Group to enable identification of attributes required in new directors.
A copy of the Board Charter is publicly available in the Governance section of Spotless’ website at www.spotless.com.
Board committees
The Board may from time to time establish appropriate committees to assist in the discharge of its responsibilities.
The Board has established an Audit, Business Risk and Compliance Committee, a Nomination Committee and a People and Remuneration Committee.
Other committees may be established by the Board as and when required.
Under the Board Charter, Board committee performance evaluations will occur at least once per year.
Audit, Business Risk and Compliance Committee
The role of the Audit, Business Risk and Compliance Committee is to assist the Board in fulfilling its responsibilities for corporate governance and overseeing the Group’s internal control structure and risk management systems. The Audit, Business Risk and Compliance Committee also confirms the quality and reliability of the financial information prepared by the Group, works with the external auditor on behalf of the Board and reviews non-audit services provided by the external auditor, to confirm they are consistent with maintaining external audit independence.
The Audit, Business Risk and Compliance Committee provides advice to the Board and reports on the status and management of the risks to the Group. The purpose of the committee’s risk management process is to ensure that risks are identified, assessed and appropriately managed.
Information on the procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners is contained within the Group’s Audit, Business Risk and Compliance Committee Charter.
The Audit, Business Risk and Compliance Committee must comprise at least three directors, all of whom must be non-executive directors and the majority of which must be independent in accordance with the independence criteria set out in the Board Charter. A member of the Audit, Business Risk and Compliance Committee, who is an independent director and who does not chair the Board, shall be appointed the Chair of the committee.
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Corporate Governance Statement (continued) Audit, Business Risk and Compliance Committee (continued)
The Audit, Business Risk and Compliance Committee meet as often as is required by the Audit, Business Risk and Compliance Committee Charter. The chair of the Audit, Business Risk and Compliance Committee routinely invites other directors, members and representatives of the external auditor to be present at meetings of the committee and seek advice from external advisors. The Audit, Business Risk and Compliance Committee regularly report to the Board about committee activities, issues and related recommendations.
The Audit, Business Risk and Compliance Committee reviews the Group’s risk management framework at least annually to confirm it is both sound and effective. This review took place during 2016.
A copy of the Audit and Risk Management Committee Charter is publicly available in the Governance section of the Group’s website at www.spotless.com.
The committee comprises Garry Hounsell (chair), Margaret Jackson and the Hon. Nick Sherry.
People and Remuneration Committee
The role of the People and Remuneration Committee is to review and make recommendations to the Board with respect to the Group’s human resources policies and obligations, to make recommendations to the Board on remuneration packages and policies related to the directors and senior management and to ensure that the remuneration policies and practices are consistent with the Group’s strategic goals. Independent advice is sought where appropriate.
The People and Remuneration Committee meet as often as is required by the People and Remuneration Committee Charter. Following each meeting, the People and Remuneration Committee report to the Board on any matter that should be brought to the Board’s attention and on any recommendation of the People and Remuneration Committee that requires Board approval.
A copy of the People and Remuneration Committee Charter is publicly available in the Governance section of the Group’s website at www.spotless.com.
The committee comprises Diane Grady (chair), Margaret Jackson, The Hon. Nick Sherry and Rob Koczkar.
Nomination Committee
The Nomination Committee is responsible for reviewing and making recommendations in relation to the composition and performance of the Board and its committees and ensuring that adequate succession plans are in place (including for the recruitment and appointment of directors and senior management). Independent advice will be sought where appropriate.
The Nomination Committee meets as often as required and its recommendations are reported to the Board.
A copy of the Nomination Committee Charter is publicly available in the Governance section of the Group’s website at www.spotless.com.
The committee comprises Margaret Jackson (chair) and currently comprises all of the other directors of the Board.
Diversity
The workforce of the Group is made up of individuals with diverse skills, backgrounds, perspectives and experiences and this diversity is recognised, valued and respected. The Group acknowledges the positive outcomes that can be achieved through a diverse workforce and recognises and utilises the contribution of diverse skills and talent from its workforce. For the purposes of this policy, ‘diversity’ encompasses (without limitation) diversity of gender, age, ethnicity, cultural background, impairment or disability, sexual orientation and religion.
The Group has established a Workforce Diversity Policy which is publicly available in the Governance section of the Group’s website at www.spotless.com.
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Corporate Governance Statement (continued) Diversity (continued)
The policy includes requirements for the Board to set measurable objectives to achieve both gender and broader diversity objectives at employee, executive and Board level and to assess these objectives and the progress against these objectives and report on these on an annual basis.
At a Board and senior management level, gender has been identified as a key area of focus for the Group. Accordingly, the primary focus of the policy is achieving, over a reasonable transition period, adequate representation of women in senior management positions and on the Board.
The gender breakdown within the whole of Spotless, in senior executive, senior management positions and on the Board is as follows:
Female Male
Board representation 43% 57% Senior executive personnel1 33% 67% Senior management personnel2 36% 64% Whole of Spotless 50% 50% 1 “Senior executive personnel” are defined to include the executive KMP.
2 “Senior management personnel” are defined to include Support Service General Managers, Sector General Managers as well as state and national Operations Managers.
The Board has set the following objectives for achieving gender diversity.
Objective Progress to Objective achievement
Maintain at least 28% female 3 out of 7 positions (43%) on the Board (including the Chairman) are held by representation on the Board. women.
25% of senior management 33% of executive KMP positions are held by women. positions will be held by women by 2017. 36% of other senior management positions are held by women.
Maintain a 50/50 gender balance in The Group currently has 50% female and 50% male representation across the Group’s workforce composition the business. and strive to promote opportunities for women in ‘non-traditional’ roles. Recruitment practices have been reviewed and there has been an increase in the percentage of applications from women for roles within estate upkeep and asset maintenance service lines as well as management and administration.
Ensure gender pay equity reviews A gender pay equity review has been undertaken in 2016. are undertaken annually.
Ensure all employees are aware of The Group’s commitment to equal employment opportunity and a workplace their rights and responsibilities free of sexual and other forms of harassment is enshrined in its Professional regarding equal employment Behaviours policy. An abridged version of the policy is also available in six opportunity and maintaining a other languages in recognition of our diverse workforce. workplace free of sex-based harassment. Training on the policy is compulsory for all new staff.
Every year, the Group complies with its reporting obligations under the Australian Workplace Gender Equality Act 2012 (Cth). A copy of the report is publicly available from the Group’s website at www.spotless.com.
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Corporate Governance Statement (continued) Disclosure and shareholder communication policies
As a company listed on ASX, the Group is required to comply with the continuous disclosure requirements of the ASX Listing Rules and the Corporations Act 2001. The Group is required to disclose to the ASX any information concerning the Group which is not generally available and which, if it was made available, a reasonable person would expect to have a material effect on the price or value of the Group’s securities.
The Board aims to ensure that shareholders and stakeholders are informed of all major developments affecting Spotless’ state of affairs. As such, Spotless has adopted a Disclosure Policy and Shareholder Communication Policy, which together establish procedures to ensure that directors and senior management are aware of, and fulfill, their obligations in relation to providing timely, full and accurate disclosure of material information to Spotless’ stakeholders and comply with Spotless’ disclosure obligations under the Corporations Act 2001 and ASX Listing Rules. The Disclosure Policy also sets out procedures for communicating with shareholders, the media and the market.
The Board’s aim is to ensure that shareholders are provided with sufficient information to assess the governance and performance of Spotless and that they are informed of all major developments affecting the state of affairs of Spotless relevant to shareholders in accordance with all applicable laws. Information will be communicated to shareholders through the lodgment of information with the ASX required by Spotless’ continuous disclosure obligations and publishing information on Spotless’ website. Shareholders are given the option of receiving shareholder communications electronically from our share registry.
The Shareholder Communication Policy is designed to promote effective communication with shareholders and other Spotless stakeholders and to encourage effective participation of relevant parties at general meetings. The Shareholder Communication Policy supplements the Disclosure Policy.
Copies of Spotless’ Disclosure Policy and Shareholder Communication Policy are publicly available in the Governance section of Spotless’ website at www.spotless.com.
Share trading policy
Spotless has adopted a Share Trading Policy which applies to Spotless and its directors, company secretary and senior management and other persons nominated by the Board from time to time (“Relevant Persons”).
The policy is intended to explain the types of conduct in relation to dealings in shares that is prohibited under the Corporations Act and establish procedures in relation to dealings in shares by Relevant Persons.
The Share Trading Policy defines certain “closed periods” during which trading in Shares by Relevant Persons is prohibited. Those closed periods are currently defined as any of the following periods:
• the period commencing six weeks prior to the release of Spotless’ half year results to the ASX and ending 24 hours after such release; • the period commencing six weeks prior to the release of Spotless’ full year results to the ASX and ending 24 hours after such release; • the period commencing two weeks prior to Spotless’ annual general meeting and ending 24 hours after the annual general meeting; or • any other period that the Board designates as a “closed period” for the purposes of this policy, such as a period during which Spotless is involved in corporate transactions that may have a material impact on the price of Spotless’ listed securities.
Outside of these periods, Relevant Persons must receive clearance for any proposed dealing in securities.
In all instances, buying or selling securities is not permitted at any time by any person who possesses price-sensitive information.
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Corporate Governance Statement (continued) Code of conduct
The Board recognises the need to observe the highest standards of corporate practice and business conduct. Accordingly, the Board has adopted a Code of Conduct, which sets out the way the Group conducts business. The Group carries on business honestly and fairly, acting only in ways that reflect well on the Group in strict compliance with all laws and regulations.
The policy document outlines the Group’s employees’ obligations of compliance with the Code of Conduct, and explains how the Code of Conduct interacts with the Group’s other corporate governance policies.
Responsibilities include protection of the Group’s business, using the Group’s resources in an appropriate manner, protecting confidential information and avoiding conflicts of interest.
A copy of Spotless’ Code of Conduct is publicly available in the Governance section of the Group’s website at www.spotless.com.
Board and committee meeting frequency and attendance
The number of Board and Board committee meetings held during the year along with the attendance by directors is set out in the Directors’ Report under Directors’ Meetings.
Senior executive performance
The Group’s Board Charter details a process for the review of the performance of the Chief Executive Officer.
The performance of the Group’s senior executives is reviewed annually through a formal performance review process to ensure that executives continue to perform effectively in their roles. Performance is measured against goals set at the beginning of each financial year.
Performance of the Board, its committees and individual directors
The Group’s Board Charter details a process for the review of Board, committee and individual directors’ performance. A review was undertaken during the reporting period.
Directors are provided with appropriate professional development opportunities to enable them to develop and maintain their skills and knowledge needed to perform their role as directors effectively.
Access to independent professional advice
Directors may obtain independent professional advice at the Group’s expense on matters arising in the course of their Board and committee duties, after obtaining the Chairman’s approval.
Procedure for the selection of and appointment of directors
A description of the procedure for the selection and appointment of new directors to the Board and the re-election of incumbent directors and the Board’s policy for the nomination and appointment of directors is contained within the Group’s Nomination Committee Charter and Board Charter.
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Corporate Governance Statement (continued) Remuneration arrangements
Board and Non-Executive Director
The remuneration policy for the Board and the remuneration of each director is set out in the Remuneration Report which forms part of the Directors’ Report.
The Board has also adopted a policy prohibiting the directors and senior executives from entering into transactions or arrangements which limit the economic risk of participating in unvested remuneration entitlements.
Senior executives
Information on the structure of remuneration for the Group’s Key Management Personnel can be found in the Remuneration Report, which forms part of the Directors’ Report.
External auditor
The Group’s external auditor, Ernst & Young, was appointed in 2013.
Ernst & Young attends the Group’s AGM and a representative is available to answer questions from shareholders relevant to the audit at, or ahead of, the AGM. Ernst & Young’s independence declaration is included on page 134.
Risk
The Group’s Board, with the guidance of the Audit, Business Risk and Compliance Committee, is responsible for:
• approving policies on and overseeing the management of business and financial and non-financial risks; • reviewing and monitoring processes and controls to maintain the integrity of accounting and financial records and reporting; and • approving financial results and reports for release and dividends to be paid to shareholders.
The Group’s Audit, Business Risk and Compliance Committee Charter also provides that the committee’s specific function with respect to risk management is to review and report to the Board that:
• the Group’s ongoing risk management program effectively identifies all areas of potential risk; • adequate policies and procedures have been designed and implemented to manage identified risks; • a regular program of audit is undertaken to test the adequacy of and compliance with prescribed policies; and • proper remedial action is undertaken to redress areas of weakness.
Both the Group’s Board Charter and the Audit, Business Risk and Compliance Committee Charter are publicly available in the Governance section of the Group’s website at www.spotless.com.
The Group seeks to take and manage risk in ways that will generate and protect shareholder value and recognises that the management of risk is a continual process and an integral part of the management and corporate governance of the business.
The Group acknowledges that it has an obligation to all stakeholders, including shareholders, customers, employees, contractors and the wider community and that the efficient and effective management of risk is critical to the Group meeting these obligations and achieving its strategic objectives.
The Group’s key economic, environmental and social sustainability risks, together with our approach to managing those risks, is outlined in the Operating and Financial Review section in the Directors’ Report.
The Group’s Internal Audit function provides objective assurance on the adequacy and effectiveness of the group’s systems for risk management, internal control and governance, along with recommendations to improve the efficiency and effectiveness of these systems and processes. The Internal Audit function reports to the CFO.
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Corporate Governance Statement (continued) Written Affirmations
Prior to the Board’s approval of the financial statements of the Group in respect of the year ended 30 June 2016, the CEO and CFO provided a declaration to the Board that, in their opinion, the financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Group, and their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. These assurances were given for both the half year results and full year results.
Approved by the Board 24 August 2016
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Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2016 2016 2015 Continuing Operations Note $m $m
Revenue 5 3,176.1 2,872.9 Other income - 0.2 3,176.1 2,873.1 Direct employee expenses (1,147.6) (1,007.2) Subcontractor expenses (961.5) (776.3) Cost of goods used (511.9) (569.5) Occupancy costs (22.7) (11.4) Catering rights (53.5) (65.6) Other expenses (167.3) (126.7) Profit before depreciation, amortisation, finance costs and income tax (EBITDA) 311.6 316.4 Depreciation and amortisation expense 6(a) (103.8) (78.4) Profit before finance costs and income tax (EBIT) 207.8 238.0 Finance income 5 0.5 1.4
Finance expense 6(b) (40.4) (35.4)
Profit before income tax expense 167.9 204.0 Income tax expense 8(a) (45.7) (61.2) Profit for the year after tax 122.2 142.8
Other Comprehensive Income Items to be reclassified to profit or loss in subsequent periods: Foreign currency translation differences for foreign operations (6.9) 2.7 Effective portion of changes in fair value of cash flow hedges 0.1 (8.2) Income tax on effective portion of changes in fair value of cash flow hedges - 2.5 Other comprehensive loss for the year, net of income tax (6.8) (3.0) Total comprehensive income for the year 115.4 139.8
Total comprehensive income attributable to equity holders of the parent entity 115.4 139.8
Profit attributable to equity holders of the parent entity 122.2 142.8
2016 2015 Earnings per share cents cents
Basic earnings per share 7 11.1 13.0 Diluted earnings per share 7 11.0 12.9
The accompanying notes form an integral part of these financial statements.
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Consolidated Statement of Financial Position
Consolidated Statement of Financial Position as at 30 June 2016 2016 2015 Current assets Note $m $m
Cash and cash equivalents 12(a) 54.3 105.2 Trade and other receivables 9 429.6 391.4 Inventories 30.0 24.5 Prepayments 15.6 14.7 Current tax asset 3.4 -
Total current assets 532.9 535.8 Non-current assets Investments accounted for using the equity method 2.0 3.7 Trade and other receivables 23.0 13.5 Property, plant and equipment 15 302.9 270.3 Goodwill 21 1,032.0 911.4 Intangible assets 16 163.1 152.1 Deferred tax assets 8(c) 111.0 118.9 Other 17 74.0 49.0 Total non-current assets 1,708.0 1,518.9 Total assets 2,240.9 2,054.7 Current liabilities Trade and other payables 10 294.4 335.7 Borrowings 13(a) 3.8 1.1 Current tax payable - 2.2 Provisions 11 117.4 108.1 Derivatives at fair value 5.8 3.2 Total current liabilities 421.4 450.3 Non-current liabilities Borrowings 13(a) 840.3 667.6 Deferred tax liabilities 8(d) 99.0 75.1 Provisions 11 43.1 39.0 Derivatives at fair value 2.2 5.0 Other 7.6 7.3 Total non-current liabilities 992.2 794.0
Total liabilities 1,413.6 1,244.3
Net assets 827.3 810.4
Equity Issued capital 14 993.8 993.8 Reserves (7.3) (0.8) Accumulated losses (159.2) (182.6)
Total equity 827.3 810.4
The accompanying notes form an integral part of these financial statements.
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Consolidated Statement of Changes in Equity
Consolidated Statement of Changes in Equity for the year ended 30 June 2016
Consolidated $m
Attributable to equity holders of the parent Issued Foreign Debt Investment Share Based Accumulated Total Capital Currency Hedging Revaluation Payment Losses Translation Reserve Reserve Reserve Reserve At 1 July 2014 993.2 (3.7) (0.1) (0.6) 6.4 (276.0) 719.2
Transaction costs on shares issued 0.6 - - - - - 0.6 (net of tax)
Profit for the year - - - - - 142.8 142.8
Other comprehensive income
Currency translation differences - 2.7 - - - - 2.7
Movement in cash flow hedges - - (8.2) - - - (8.2)
Tax effect of movements - - 2.5 - - - 2.5
Total other comprehensive income/(loss) - 2.7 (5.7) - - - (3.0)
Total comprehensive income/(loss) - 2.7 (5.7) - - 142.8 139.8
Dividends paid - - - - - (49.4) (49.4)
Recognition of share based payments - - - - 0.2 - 0.2
At 30 June 2015 993.8 (1.0) (5.8) (0.6) 6.6 (182.6) 810.4
At 1 July 2015 993.8 (1.0) (5.8) (0.6) 6.6 (182.6) 810.4
Profit for the year - - - - - 122.2 122.2
Other comprehensive income
Currency translation differences - (6.9) - - - - (6.9)
Movement in cash flow hedges - - 0.1 - - - 0.1
Tax effect of movements ------
Total other comprehensive income/(loss) - (6.9) 0.1 - - - (6.8)
Total comprehensive income/(loss) - (6.9) 0.1 - - 122.2 115.4
Dividends paid - - - - - (98.8) (98.8)
Recognition of share based payments - - - - 0.3 - 0.3
At 30 June 2016 (i) 993.8 (7.9) (5.7) (0.6) 6.9 (159.2) 827.3
The accompanying notes form an integral part of these financial statements.
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
(i) Total number of fully paid ordinary shares on issue at 30 June 2016 was 1,098,290,178 (2015: 1,098,290,178). During the year no ordinary shares were issued.
No options were exercised during the year under the executive options plan (2015: no options exercised).
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Consolidated Cash Flow Statement for the year ended 30 June 2016 Inflows/(Outflows) 2016 2015 Note $m $m
Cash flows from operating activities Receipts from customers 3,563.1 3,078.6 Payments to suppliers and employees (3,375.5) (2,802.2) Interest received 0.5 1.4 Interest and other costs of finance paid (38.7) (27.2) Income tax paid (7.7) (3.6)
Net cash provided by operating activities 12(b) 141.7 247.0 Cash flows from investing activities Payment for property, plant, equipment and capitalised contract costs (140.6) (138.6) Proceeds from sale of property, plant and equipment 11.4 - Payment for acquisition of businesses 20 (102.9) (99.4) Proceeds from the sale of shares held in joint ventures 2.1 - Proceeds from sale of investment property - 5.5 Payment for intangible assets (15.6) (19.7) Proceeds from repayment of other financial assets 0.5 2.1 Net cash used in investing activities (245.1) (250.1) Cash flows from financing activities Transaction costs on shares issued - 0.6 Proceeds from borrowings 340.0 270.0 Repayment of borrowings (185.0) (230.0) Payment of finance lease liabilities (3.3) (0.9) Dividends paid to members of the parent entity (98.8) (49.4) Net cash provided by/(used in) financing activities 52.9 (9.7) Net decrease in cash and cash equivalents (50.5) (12.8) Cash and cash equivalents at the beginning of the year 105.2 105.4 Cash acquired as part of business combinations 20 - 12.5 Effects of exchange rate changes on the balance of cash held in foreign currencies (0.4) 0.1
Cash and cash equivalents at the end of the year 12(a) 54.3 105.2
The accompanying notes form an integral part of these financial statements.
.
85
SPOTLESS GROUP HOLDINGS LIMITED
Notes to the Financial Statements for the year ended 30 June 2016
The notes include additional information required to understand our financial statements that is material and relevant to the Group’s operations, financial position and performance. The notes are organised into the following sections:
Note Contents Note Contents
About This Report Capital Employed
1. Reporting Entity 15. Property, Plant and Equipment
2. Basis of Preparation 16. Intangible Assets
3. Summary of Significant Accounting Policies 17. Other Non-Current Assets
Group Performance 18. Leases
4. Operating Segments Group Structure and Related Parties
5. Revenue 19. Controlled Entities
6. Expenses 20. Business Combinations
7. Earnings per Share (EPS) 21. Goodwill
8. Income Tax 22. Parent Entity Disclosures
Working Capital 23. Related Party Disclosures
9. Current Trade and Other Receivables 24. Share-based Payment
10. Current Trade and Other Payables Other Information
11. Provisions 25. Commitments and Contingent Liabilities
Capital Structure and Financial Risk Management 26. Remuneration of Auditors
12. Cash and Cash Equivalents 27. Events After the Reporting Period
13. Financial Instruments
14. Equity
86
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
About This Report
1. Reporting Entity
Spotless Group Holdings Limited (“the Company”) is a for-profit company incorporated and domiciled in Australia and limited by shares which are traded on the Australian Securities Exchange. The registered office of the Company is at 549 St Kilda Rd, Melbourne VIC 3004. These consolidated financial statements comprise the Company and its subsidiaries (collectively, the “Group”).
2. Basis of Preparation
The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards, adopted by the Australian Accounting Standards Board (“AASB”), and the Corporations Act 2001. The financial statements of the Group comply with International Financial Reporting Standards ("IFRS") and Interpretations issued by the International Accounting Standards Board ("IASB"). The financial statements were authorised for issue by the Directors on 24 August 2016.
The financial statements have been prepared on an historical cost basis, except for the revaluation of certain financial instruments and various assets and liabilities acquired as part of business combinations. Cost is based on the fair values of the consideration given in exchange for assets.
Certain comparative information in the financial statements has been reclassified to ensure consistency of presentation. In the Consolidated Cash Flow Statement, $36.3 million of cash outflow on capitalised contract costs have been reclassified from ‘cash flows from operating activities’ to ‘cash flows from investing activities’ for the year ended 30 June 2015 to more accurately reflect the underlying nature of the cash flow.
Unless noted otherwise, all amounts are presented in Australian dollars and all values are rounded to the nearest hundred thousand dollars, in accordance with ASIC Class Order 2016/191, dated 24 March 2016.
Critical Accounting Estimates
The Group makes estimates and assumptions concerning the future which may eventually differ from actual results. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances.
Information on the estimates and assumptions that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year can be found in the followings notes:
Accounting estimates and assumptions Note Long-term contract revenue recognition 5 Revenue Taxation 8 Income Tax Environmental provisions 11 Provisions Property make-good provisions 11 Provisions Onerous contracts provisions 11 Provisions Long service leave provisions 11 Provisions Estimation of useful lives and residual values of property, plant and 15 Property, Plant and Equipment equipment Useful lives of acquired customer contracts 16 Intangible Assets
Impairment of intangible assets (including software development costs) 16 Intangible Assets Impairment of goodwill 21 Goodwill
87
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
3. Summary of Significant Accounting Policies
Where applicable, accounting policies are contained in the notes to the consolidated financial statements to which they relate to. Other critical accounting policies are set out below.
(a) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Subsidiaries
The results of subsidiaries acquired or disposed of during the year are included in the Statement of Profit or Loss and Other Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. In preparing the consolidated financial statements, all intercompany balances and transactions including unrealised profits arising from intra-group transactions, are eliminated in full.
Joint ventures
Interests in jointly controlled entities in which the Group is a venturer (and so has joint control) are accounted for under the equity method in the consolidated financial statements.
(b) Foreign Currency
Both the functional and presentation currency of the Group is Australian Dollars.
Foreign currency transactions, assets and liabilities are translated into Australian Dollars at reporting date using the following applicable exchange rates:
Foreign currency amount Applicable exchange rate Transactions Date of the transaction Monetary assets and liabilities Reporting date Non-monetary assets and liabilities measured at historical cost Initial transaction date
Foreign subsidiaries have a functional currency other than Australian Dollars. On consolidation the assets, liabilities, income and expenses of foreign operations are translated into Australian Dollars using the following applicable exchange rates:
Foreign currency amount Applicable exchange rate Income and expenses Weighted average exchange rate or date of the transactions Assets and liabilities Reporting date
Foreign exchange differences resulting from translation are recognised in Other Comprehensive Income (“OCI”) and accumulated in the foreign currency translation reserve.
88
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
3. Summary of Significant Accounting Policies (continued)
(c) Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax ("GST"), except:
(i) for receivables and payables which are recognised inclusive of GST; and (ii) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.
Cash flows are included in the Cash Flow Statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.
(d) Borrowing Costs
Borrowing costs are capitalised where they relate to qualifying assets and are expensed over the asset's useful life.
(e) New Accounting Standards and Interpretations
The accounting policies adopted are consistent with those of the previous financial year, including the adoption of Standards and Interpretations that became effective from 1 January 2015 and 1 July 2015:
- AASB 2015-3 ‘Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality’.
The adoption of this Standard and Interpretation did not have a significant impact on the consolidated financial statements.
89
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
3. Summary of Significant Accounting Policies (continued)
Issued but not yet effective
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. At the date of authorisation of the financial report, the relevant Standards and Interpretations listed below were on issue but not yet effective.
The initial application of the following Standards and Interpretations is not expected to have a significant impact on the consolidated financial statements of the Group:
Effective for annual reporting periods Title beginning on or after
AASB 2014-3 ‘Amendments to Australian Accounting Standards – Accounting for 1 January 2016 Acquisitions of Interests in Joint Operations (AASB 1 & AASB 11)’
AASB 2014-4 'Clarification of Acceptable Methods of Depreciation and 1 January 2016 Amortisation (Amendments to AASB 116 and AASB 138)'
AASB 2014-9 'Amendments to Australian Accounting Standards - Equity Method 1 January 2016 in Separate Financial Statements'
AASB 2015-1 'Amendments to Australian Accounting Standards - Annual 1 January 2016 Improvements to Australian Accounting Standards 2012-2014 Cycle'
AASB 2015-2 'Amendments to Australian Accounting Standards - Disclosure 1 January 2016 Initiative: Amendments to AASB 101'
AASB 2016-1 ‘Amendments to Australian Accounting Standards – Recognition of 1 January 2017 Deferred Tax Assets for Unrealised Losses (AASB 112)’
AASB 2016-2 ‘Amendments to Australian Accounting Standards – Disclosure 1 January 2017 Initiative: Amendments to AASB 107’
AASB 2014-10 'Amendments to Australian Accounting Standards - Sale or 1 January 2018 Contribution of Assets between an Investor and its Associate or Joint Venture'
The potential effects of the initial application of the following Standards are currently being assessed and not yet quantified by the Group:
Effective for annual reporting periods Title beginning on or after
AASB 9 'Financial Instruments' 1 January 2018
AASB 15 'Revenue from Contracts with Customers' 1 January 2018
IFRS 2 ‘Classification and Measurement of Share-based Payment Transactions 1 January 2018 (Amendments to IFRS 2)’
AASB 16 ‘Leases’ 1 January 2019
The Group has established a dedicated working group that have commenced assessing the potential impact of the initial application of AASB 15 'Revenue from Contracts with Customers'.
90
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
Group Performance
This section provides information that is relevant to understanding the financial performance of the Group for the financial year, including the accounting policies applied and the critical accounting estimates and judgements.
4. Operating Segments The Group's operating segments under AASB 8 Operating Segments are as follows, and are determined based on the nature of services provided to customers:
Facility Services: provides multi-faceted facilities management, cleaning, and catering and food services to a wide range of industries across Australia and New Zealand.
Laundry Services: provides linen and uniform laundry services to a broad range of customers across Australia and New Zealand.
The accounting policies of the operating segments are the same as the Group's accounting policies.
The segment result represents the profit earned by each segment excluding unallocated corporate administration costs, depreciation and amortisation, net finance costs and income tax expense.
External Sales 2016 2015 Operating segments $m $m
Facility Services 2,909.7 2,623.1 Laundry Services 295.3 278.2 Total operating segments 3,205.0 2,901.3 Inter-segment sales (28.9) (28.4) Total revenue 3,176.1 2,872.9
Segment Result
Operating segments Facility Services 279.0 268.1 Laundry Services 71.4 87.2 Total operating segments 350.4 355.3 Unallocated corporate administration (38.8) (38.9) Earnings before interest, tax, depreciation and amortisation (EBITDA) 311.6 316.4 Depreciation and amortisation (103.8) (78.4) Earnings before interest and tax (EBIT) 207.8 238.0 Net finance costs (39.9) (34.0) Profit before income tax expense 167.9 204.0 Income tax expense (45.7) (61.2) Profit for the year 122.2 142.8
Geographic information Revenue by geography Australia 2,794.7 2,477.6 New Zealand 381.4 395.3 Total revenue 3,176.1 2,872.9
The revenue information above is based on the location of the customer.
91
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
4. Operating Segments (continued) 2016 2015 Non-current assets $m $m
Australia 1,411.5 1,254.3 New Zealand 86.5 79.5 Total non-current assets 1,498.0 1,333.8
Non-current assets for this purpose consist of property, plant and equipment, goodwill and intangible assets.
5. Revenue 2016 2015 Sales revenue: $m $m Rendering of services 2,804.7 2,212.1 Sale of goods 371.4 660.8 Revenue from operating activities 3,176.1 2,872.9
Interest Revenue Third party entities 0.5 1.4 0.5 1.4
(a) Accounting Policies
Revenue is measured at the fair value of consideration received or receivable. Revenue is recognised if it meets the criteria below.
Rendering of services
The revenue from time and material contracts is recognised at contractual rates as labour hours are delivered and direct expenses incurred. Life cycle maintenance revenue is based on stage of completion using costs incurred. Where a loss is expected to occur it is recognised immediately.
Revenue from certain long term contracts is recognised using the stage of completion method. Stage of completion is measured by reference to costs incurred to date as a percentage of total estimated costs for each contract. When the contract outcome cannot be measured reliably, revenue is recognised only to the extent that the expenses incurred are expected to be recoverable.
92
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
5. Revenue (continued)
(a) Accounting Policies (continued) Construction contracts
The Group enters into fixed price contracts. If the outcome of such a contract can be reliably measured, revenue associated with the construction contract is recognised by reference to the stage of completion of contract activity at year end (the “percentage of completion” method).
The outcome of a construction contract can be estimated reliably when:
(i) the total contract revenue can be measured reliably; (ii) it is probable that the economic benefits associated with the contract will flow to the entity; (iii) the costs to complete the contract and the stage of completion can be measured reliably; and (iv) the contract costs attributable to the contract can be clearly identified and measured reliably so that actual contract costs incurred can be compared with prior estimates.
When the outcome of a construction cannot be estimated reliably (principally during a contract’s early stages), contract revenue is recognised only to the extent that costs incurred are expected to be recoverable.
In applying the percentage of completion method, revenue recognised corresponds to the total contract revenue (as defined below) multiplied by the actual completion rate. Actual completion rate is based on the proportion of total contract costs (as defined below) incurred to date and the estimated costs to complete.
• Contract revenue — initial amount of revenue agreed in the contract, plus any variations, claims and incentive payments to the extent that it is probable that they will result in revenue, and can be reliably measured.
• Contract costs — include costs that relate directly to the specific contract and costs that are attributable to contract activity and can be allocated to the contract. Costs that relate directly to a specific contract comprise labour costs; costs of materials used in construction; depreciation of equipment used on the contract; costs of design; and technical assistance.
Sale of goods
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have been passed to the buyer.
Interest revenue
Interest revenue is recognised on a time proportionate basis that takes into account the effective interest rate on the financial asset.
Dividend revenue
Dividend revenue is recognised when the Group's right to receive payment has been established.
(b) Critical Accounting Estimates
Long-term contract revenue recognition
The Group has a limited number of long-term maintenance contracts that are engaged in a suite of related services under the one contract. The Group distinguishes between these revenue streams with respect to revenue recognition. Planned maintenance services revenue is recognised based on services completed. Life cycle maintenance revenue is based on stage of completion based on costs incurred. In recognising the revenue, the Group periodically re-forecasts the estimated total contract costs based on the different stage of completion of the contract.
93
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
6. Expenses 2016 2015 (a) Depreciation and amortisation of non-current assets $m $m
Property, plant and equipment (i) 37.1 28.9 Laundries rental stock (i) 38.4 32.8 Capitalised contract costs 12.1 3.2 Upfront catering rights 0.3 0.1
Amortisation of identifiable intangible assets (ii) 15.9 13.4
Total depreciation and amortisation of non-current assets 103.8 78.4 (b) Finance expenses Interest charged from third party entities 36.4 31.0 Other borrowing costs 1.8 2.0 Unwinding of discount on provisions (iii) 2.2 2.4 Total finance expenses 40.4 35.4
(c) Other costs Operating lease expense (iv) 45.8 26.9 Employee expenses - superannuation defined contribution plans 84.7 71.5 Share based payment expense 0.3 0.2 Transaction costs 1.5 2.3
(i) Refer to Accounting Policy at Note 15 (ii) Refer to Accounting Policy at Note 16 (iii) Refer to Accounting Policy at Note 11 (iv) Refer to Accounting Policy at Note 18
(d) Accounting Policies
Capitalised contract costs
Capitalised contract costs are costs necessarily incurred in relation to securing new and existing contracts. They are capitalised to Other non-current assets on the Statement of Financial Position only to the extent that it is probable the contract will be secured (or the costs recovered). They are amortised to the Statement of Profit or Loss and Other Comprehensive Income over the contract period within depreciation expense. Costs are immediately expensed in full to the Statement of Profit or Loss and Other Comprehensive Income upon notification that the Group has been unsuccessful in securing the contract. Mobilisation costs
Mobilisation costs are incurred during the set-up and initial establishment of new contracts. They are capitalised to Other non-current assets on the Statement of Financial Position. They are amortised to the Statement of Profit or Loss and Other Comprehensive Income over the contract period within depreciation expense.
Upfront catering rights
The Group incurs certain upfront contractual payments in order to secure exclusive catering right arrangements with customers. These payments are capitalised to Other non-current assets on the Statement of Financial Position and recognised in the Statement of Profit or Loss and Other Comprehensive Income over the contract period within depreciation expense. Annual volume related catering right fees are expensed to the Statement of Profit or Loss and Other Comprehensive Income as catering rights expenses as incurred.
Defined contribution plans
Contributions to defined contribution superannuation plans are expensed when employees have rendered service entitling them to the contributions.
94
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
7. Earnings per Share (EPS)
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares outstanding during the year, plus the weighted average number of dilutive potential ordinary shares that would be issued if outstanding options were to be exercised. The following reflects the income and share data used in the basic and diluted earnings per share computations:
2016 2015 $m $m Net profit attributable to the Group’s ordinary equity holders used in calculating 122.2 142.8 basic and diluted earnings per share
2016 2015 Weighted average number of shares (number): ‘000 ‘000
Weighted average number of ordinary shares for basic earnings per share 1,098,290 1,098,290 Weighted average number of ordinary shares for diluted earnings per share 1,107,972 1,105,565
8. Income Tax 2016 2015 (a) Income tax recognised in profit or loss $m $m Current tax expense in respect of the current year (22.1) (45.4) Adjustments recognised in the current year in relation to the current tax of prior 2.2 - years
Deferred tax expense relating to the origination and reversal of temporary (25.8) (15.8) differences Income tax expense (45.7) (61.2)
(b) Reconciliation of prima-facie tax on profit to income tax expense Profit before income tax 167.9 204.0 Income tax expense calculated at 30% (50.4) (61.2) Items that (increase)/decrease tax expense Non-deductible entertainment expense (0.1) (0.1) Professional fees (0.6) - Executive options - (0.2) Other 5.4 0.3 4.7 -
At the effective income tax rate of 27.2% (2015: 30.0%) (45.7) (61.2) Income tax benefit reported in other comprehensive income - 2.5 Total income tax expense (45.7) (58.7)
The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. The Group is also subject to a tax rate in New Zealand of 28%.
95
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
8. Income Tax (continued) 2016 2015 (c) Deferred tax assets $m $m
Arising from temporary differences Employee compensation and benefits accrued 32.3 27.9 Other provisions 20.5 21.1 Transaction related costs 11.1 17.2 Property, plant and equipment 6.8 7.4 Other 4.8 6.5 75.5 80.1 Arising from tax losses or offsets Revenue losses 35.5 38.8 Deferred tax assets 111.0 118.9
The Australian tax consolidated group has recognised a $35.5 million (2015: $38.8 million) deferred tax asset at 30 June 2016 in respect of income tax losses. These continue to be carried on the Statement of Financial Position as the Directors believe it is probable that future taxable profits will be available against which the Group can utilise the benefits. These losses are also subject to satisfying the loss recoupment rules in the Income Tax Assessment Act 1997.
(d) Deferred tax liabilities Arising from temporary differences Catering rights and prepayments (3.7) (0.3) Property, plant and equipment (1.1) (2.5) Amortising intangible assets (48.9) (48.5) Capitalised contract costs (21.8) - Other (23.5) (23.8) Deferred tax liabilities (99.0) (75.1)
(e) Income tax recognised directly in equity The following current and deferred amounts were charged directly to equity during the year: Deferred tax asset/liability Debt hedging reserve - (2.5)
96
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
8. Income Tax (continued)
(f) Accounting Policies
Current tax
Current tax is the expected tax payable or recoverable on the taxable profit or loss for the period, using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
Deferred tax
Deferred tax is accounted for using the balance sheet liability method. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Temporary differences are differences between an asset or liability’s tax base, and its carrying value for financial reporting purposes. Deferred tax assets are recognised to the extent that it is probable future taxable profits will be available against which the asset can be utilised. However, deferred tax balances are not recognised in the following circumstances:
• if the temporary differences giving rise to them results from the initial recognition of assets and liabilities (in a transaction other than a business combination) which affects neither taxable nor accounting profit or loss; or • if the temporary differences arises from initial goodwill recognition; or • if the temporary differences relate to investments in subsidiaries and associates and interests in joint ventures, the Group is able to control the reversal of the temporary differences, and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset is realised or liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects (at reporting date) to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax for the year
Current and deferred tax for the year is recognised as an expense or income in the Statement of Profit or Loss, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity; or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or the excess of net assets over the purchase price.
Tax consolidation
Spotless Group Holdings Limited formed a tax consolidated group with effect from 3 April 2012. Pacific Industrial Services FinCo Pty Limited and Pacific Industrial Services BidCo Pty Limited are subsidiary members of the tax consolidated group. These are wholly-owned Australian resident entities. Effective 16 August 2012 the Spotless Group Limited tax consolidated group joined the Spotless Group Holdings Limited tax consolidated group.
Entities within the tax consolidated group have entered into a tax funding arrangement and a tax sharing agreement with the head entity. Under the terms of the tax funding arrangement, each of the entities in the tax consolidated group has agreed to pay a tax equivalent to or from the head entity, based on the current tax liability or current tax asset of the entity. Such amounts are reflected in amounts receivable from or payable to other entities in the tax consolidated group using the "separate taxpayer within group" approach.
Where the tax contribution amount recognised by each entity for a particular period is different to the aggregate of the current tax liability/asset and any deferred tax asset arising that period, the difference is recognised as a contribution from (or distribution to) equity participants.
97
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
8. Income Tax (continued)
(f) Accounting Policies
Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax consolidated group are recognised by the head entity.
The tax sharing agreement provides for the determination of the income tax liabilities allocation between the entities should the head entity default on its tax payment obligations, or if any entity should leave the tax consolidated group. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote.
(g) Critical Accounting Estimates
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the nature and complexity of existing and terminated contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences in interpretation may arise for a wide variety of issues depending on the conditions prevailing in the respective domicile of the Group companies.
98
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
Working Capital
This section provides information that is relevant to understanding the working capital position and performance of the Group for the financial year, including the accounting policies applied and the critical accounting estimates and assumptions. The Group defines Working Capital as the total of current trade and other receivables, inventory, prepayments, trade and other payables, current provisions and other current creditors.
9. Current Trade and Other Receivables 2016 2015 $m $m
Trade receivables 428.3 382.8 Allowance for doubtful debts (i) (3.6) (3.6) Other debtors 4.9 12.2 429.6 391.4
(i) At 30 June 2016 there are no material individually impaired trade receivables included in the allowance for doubtful debts.
2016 2015 Movement in the allowance for doubtful debts $m $m Balance at start of the year (3.6) (3.2) Balance acquired in a business combination - (2.5) Amounts written off during the year 0.8 1.5 (Increase) / decrease in allowance recognised in profit or loss (0.8) 0.6
Balance at end of the year (3.6) (3.6) Ageing of past due but not impaired (ii) (iii) 30 - 60 days 4.3 22.4 60 - 90 days 2.8 5.0 +90 days 5.3 8.7 Total 12.4 36.1
(ii) Included in the trade receivables balance are debtors with a carrying amount of $12.4 million (2015: $36.1 million) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable. The Group does not hold any collateral over these balances.
(iii) The Group's standard Terms and Conditions allows for interest to be charged on overdue debts.
The Group’s credit policy requires customers to pay in accordance with agreed credit terms, which are generally 30 days from the date of invoice. The concentration of credit risk is limited due to the customer base being large and unrelated. The Group generally trades only with recognised creditworthy third parties, and therefore collateral is not requested.
The following basis is used to assess the allowance for doubtful debts:
• individual assessment by account based on past credit history and those receivables greater than 60 days to determine whether there is objective evidence that an individual trade receivable is impaired; • prior knowledge of debtor insolvency or other credit risk; and • a statistical approach to determine the historical default rate to develop an estimate of irrevocable amounts. Collectability of receivables is monitored continuously and allowance for doubtful debts is used for receivables considered being in dispute or if there is uncertainty regarding collection. A receivable is written off when it is considered non-recoverable and all collection efforts have been exhausted.
99
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
10. Current Trade and Other Payables 2016 2015 $m $m
Trade payables (i) 275.3 319.7 Goods and Services Tax payable 19.1 16.0 294.4 335.7
(i) Credit periods range from 1 day prompt payment to 75 days. The average credit period is 45 days. Interest has not been incurred on any outstanding balances.
(a) Accounting Policy Trade payables and other accounts payable are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services. Due to their short term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within the credit timeframe.
11. Provisions 2016 2015 Current Non-current Current Non-current $m $m $m $m
Employee benefits (i) 96.9 11.2 92.2 8.4 Public liability 4.2 - 2.6 - Environmental remediation 1.6 8.7 5.4 7.1 Property make-good 7.5 8.3 4.2 7.1 Onerous contracts 7.2 14.9 3.7 16.4 117.4 43.1 108.1 39.0
(i) The current provision for employee benefits includes $33.6 million (2015: $31.6 million) of vested long service leave entitlements.
100
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
11. Provisions (continued)
Reconciliations Reconciliations of the carrying amounts of each class of provision, other than employee benefits, are set out below:
Environmental Property Onerous Public liability remediation make-good contracts $m $m $m $m
Balance at 30 June 2014 3.9 14.6 17.8 24.0 Assumed in a business combination - - 0.9 1.4 Increased during the year 1.3 - 0.2 0.1 Utilised during the year (2.6) (2.8) (0.6) (6.5) Written back during the year - - (7.6) - Unwind of discount during the year - 0.7 0.6 1.1 Balance at 30 June 2015 2.6 12.5 11.3 20.1 Assumed in a business combination 1.9 1.9 7.6 23.3 Increased during the year 1.4 - - - Utilised during the year (1.7) (2.0) (2.6) (21.9) Written back during the year - (2.7) (0.9) (0.6) Unwind of discount during the year - 0.6 0.4 1.2 Balance at 30 June 2016 4.2 10.3 15.8 22.1 Current Provisions 4.2 1.6 7.5 7.2 Non-Current Provisions - 8.7 8.3 14.9
Employee benefits – a liability is recognised for benefits accruing to employees in respect of wages and salaries and leave entitlements.
Public liability – represents the estimate of the future sacrifice of economic benefits that will be required under the Group's insured public liability exposure relating to claims below the insured excess. The estimate is based on historical trends and may vary as a result of claims.
Environmental remediation – comprises the estimated costs to restore and remediate certain properties. Property make-good – is the estimated restoration cost to “make-good” premises which are currently occupied under operating leases or operating sites at customer premises.
Onerous contracts – comprises onerous lease and customer contracts. Onerous contracts exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received. The unexpired term of onerous leases varies up to 15 years. .
101
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
11. Provisions (continued)
(a) Accounting Policies Provisions are recognised when:
• the Group has a present legal or constructive obligation as a result of a past event; • it is probable that the Group will be required to settle the obligation; and • the amount of the provision can be reliably estimated.
The amount recognised as a provision is the present value of management’s best estimate of the consideration required to settle the obligation at reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. The current provision is not discounted.
Onerous customer contracts are recorded at the lower of the estimated unavoidable net costs of fulfilling the contract and the costs to exit the contract.
Short-term employee benefits are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Long-term employee benefits are measured as the present value of the estimated future cash outflows in respect of services provided by employees up to the reporting date.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
(b) Critical Accounting Estimates (i) Environmental provisions
The provision for remediation is based on assessments by management supported by external advisors. As remediation progresses, actual costs are being monitored against the estimated provisions made. (ii) Property make-good provisions
The Group has made assumptions in arriving at its best estimate of the likely costs to “make good” premises which are currently occupied under operating leases or at customers’ premises. Such estimates involve management forecasting the average restoration cost and are dependent on the nature of the premises occupied. (iii) Onerous contracts provisions
The Group has recognised provisions for various contracts assessed as being onerous as at balance date. These provisions have been calculated based on management’s best estimate of discounted net cash outflows required to fulfil the contracts. The status of these contracts and the adequacy of provisions are assessed at each reporting date. (iv) Long service leave provisions
The liability for long service leave is recognised and measured at the present value of the estimated future cash flows for the services provided by employees in current and prior periods. In determining the present value of the liability, consideration is given to the following key assumptions:
• future increase in wages and salary rates; • future on-cost rates; and • attrition rates based on staff turnover history.
102
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
Capital Structure and Financial Risk Management
This section provides information that is relevant to understanding the Group’s debt, equity and its management of financial risk, including the accounting policies.
12. Cash and Cash Equivalents 2016 2015 $m $m (a) Reconciliation of cash and cash equivalents Cash at the end of the year as shown in the cash flow statement is reconciled to the related items in the Statement of Financial Position as follows: Cash and cash equivalents 54.3 105.2 54.3 105.2
(b) Reconciliation of profit from ordinary activities after related income tax to net cash flows from operating activities Profit for the year from continuing operations 122.2 142.8 Depreciation and amortisation 103.8 78.4 Profit from sales of non-current assets (1.6) (1.0) Write-back of capitalised contract costs 8.0 - Share based payment expense 0.3 0.2 (Increase)/decrease in income tax payable (5.1) 2.0 Decrease in deferred tax balances 41.6 54.4 Changes in assets and liabilities, net of effects from acquisition of businesses: (Increase)/decrease in assets: Receivables (19.2) (62.8) Inventories (1.1) (1.6) Prepayments 1.3 (7.3) Increase/(decrease) in liabilities: Trade payables (77.7) 34.2 Other liabilities 2.4 (4.2) Provisions (33.2) 11.9 Net cash provided by operating activities 141.7 247.0
(c) Accounting Policy
Cash and cash equivalents comprise cash on hand, cash in transit, cash in banks and investments in money market instruments. Bank overdrafts are shown within borrowings in current liabilities in the Statement of Financial Position.
103
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
13. Financial Instruments
(a) Capital risk management
The Group’s capital risk management objective is to safeguard the ability to continue as a going concern, in order to continue to provide returns to stakeholders whilst maintaining an optimal capital structure that reduces the cost of capital.
The capital structure of the Group was as follows: 2016 2015 $m $m Cash and cash equivalents (Note 12(a)) (54.3) (105.2) Current borrowings Finance lease liabilities secured at amortised cost (i) 3.8 1.1 Non-current borrowings
Bank loans at amortised cost 831.8 666.1 Finance lease liabilities secured at amortised cost (i) 8.5 1.5 Derivatives at fair value 8.0 8.2 Issued capital, reserves and accumulated losses 827.3 810.4 Total capital 1,625.1 1,382.1
(i) Secured by the assets leased.
The Board of Directors regularly reviews the capital structure by considering the absolute and relative cost and risks associated with each class of capital, market conditions, stakeholder expectations and current market practices. In order to affect capital management initiatives to maintain or adjust the capital structure, adjustments may be made to the amount of permitted distributions, the issuance or return of equity capital to shareholders, or the procurement or retirement of debt.
Operating cash flows are used to maintain and expand the assets of the Group, as well as to make routine payments of tax, interest, dividends and debt. To meet its anticipated funding requirements the Group uses a portfolio of borrowing facilities.
(b) Financial assets and financial liabilities 2016 2015 $m $m
Financial Assets Cash and cash equivalents 54.3 105.2 Trade and other receivables 452.6 404.9
Trade and other receivables are non-interest bearing assets that are held to maturity. The carrying value may be affected by changes in the credit risk of the counterparties.
Financial Liabilities Borrowings (844.1) (668.7) Trade and other payables (294.4) (335.7) Derivatives at fair value through OCI (8.0) (8.2)
Borrowings comprise interest bearing liabilities recorded at amortised cost, net of borrowing costs, which are held to maturity.
104
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
13. Financial Instruments (continued)
(b) Financial assets and financial liabilities (continued)
In December 2015, the Group amended and extended its existing $641.0 million Syndicated Facility Agreement at lower margins. The three year Facility A tranche ($426.9 million) will mature in December 2018 and the four year Facility B tranche ($214.1 million) will mature in December 2019. Further, in June 2016, the Group amended and extended the termination date of the A$115 million Bilateral Facility Agreement to May 2018.
The group secured an additional $100.0 million facility via a new five year Syndicated Facility Agreement, commencing December 2015 and expiring December 2020. As at 30 June 2016 this facility remains undrawn.
As at 30 June 2016, the Group had total committed facilities of $1,056.0 million (2015: $945.2 million), of which $836.0 million is drawn (2015: $670.2 million).
2016 2015 $m $m
Unsecured multi-option facility, effective 28 May 2014 as amended, structured as a $A324.9 million and a NZ$107.0 million revolving credit facility terminating on 22 December 2018 (Facility A); and a $A163.6 million and a NZ$53.0 million revolving credit facility terminating 22 December 2019 (Syndicated Facility Agreement). Amount drawn 641.0 630.2 Amount undrawn - -
Unsecured A$100 million multi-currency revolving credit facility, effective 22
December 2015 and terminating 22 December 2020. Amount drawn - - Amount undrawn 100.0 -
Unsecured multi-option facility structured as a A$115.0 million dual-currency cash advance facility, with a NZ$70.0 million sub-limit, commencing 28 May
2014, as amended, and terminating 29 May 2018 (Bilateral Facility Agreement). Amount drawn 105.0 40.0 Amount undrawn 10.0 75.0
Unsecured cash advance facilities, structured as two A$75 million and a A$50 million single currency revolving cash advance facilities, commencing 16
December 2014 and terminating 16 December 2017 (Bilateral Facility Agreement). Amount drawn 90.0 - Amount undrawn 110.0 200.0 Total Financing Facilities 1,056.0 945.2
105
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
13. Financial Instruments (continued)
(b) Financial assets and financial liabilities (continued)
(i) Accounting Policies
Financial assets at amortised cost and the effective interest rate method
A financial asset is measured at amortised cost if the following conditions are met:
• the objective of the Group's business model in relation to those instruments is to hold the asset to collect the contractual cash flows; • the contractual cash flows give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding; and • the Group does not irrevocably elect at initial recognition to measure the instrument at fair value through profit or loss to minimise an accounting mismatch.
Amortised cost instruments are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, the carrying amount of amortised cost financial instruments is determined using the effective interest rate method, less any impairment losses.
Financial assets at fair value through other comprehensive income
At initial recognition the Group may make an irrevocable election (on an instrument-by-instrument basis) to recognise the change in fair value of investments in equity instruments in other comprehensive income. This election is only permitted for equity instruments that are not held for trading purposes.
These instruments are initially recognised at fair value plus transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein are recognised in other comprehensive income and presented within equity in the investment revaluation reserve. When an investment is derecognised, the cumulative gain or loss is transferred directly to retained earnings and is not recognised in the profit or loss. Dividends or other distributions received from these investments are recognised in the profit or loss when the entity's right to receive payment or the dividend is established.
Financial liabilities
Financial liabilities are initially measured at fair value less transaction costs. Financial liabilities are subsequently measured at amortised cost using the effective interest rate method. The effective interest rate is the rate that exactly discounts the estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.
Financial guarantee contract liabilities
Financial guarantee contract liabilities are measured initially at their fair values and subsequently at the higher of: (i) the amount of the obligation under the contract, as determined under AASB 137 'Provisions, Contingent Liabilities and Contingent Assets'; and (ii) the amount initially recognised less (where appropriate) cumulative amortisation in accordance with revenue recognition policies described in Note 5(a).
(c) Hedging activities and derivatives
Derivatives not designated as hedging instruments
The Group uses foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges as they are short-term in nature (less than 12 months) and reflect the period of exposure of the underlying transaction.
Other than foreign exchange forward contacts, in the current and prior financial year the Group did not enter into any other derivative contracts that were not designated as hedging instruments.
106
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
13. Financial Instruments (continued)
(c) Hedging activities and derivatives
Cash flow hedges
Interest Rate Risk Interest rate swap contracts measured at fair value through OCI are designated as hedging instruments in cash flow hedges of highly probable forecast transactions, as they hedge exposure to the variability in cash flows attributable to movements in the base interest rate for the Syndicated Facility Agreement.
2016 The Group did not enter into any additional interest rate swap contracts during the year ended 30 June 2016.
The cash flow hedges of the Syndicated Facility Agreement were assessed to be highly effective and a net unrealised gain of $0.1 million was recognised in the debt hedging reserve. The fair value of the cash flow hedges is $8.0m.
Outstanding Floating for Fixed Contracts
Total NZD Notional AUD Notional Notional Average Fixed Amount Average Fixed Amount Amount $m NZD $m AUD $m AUD Interest Rate Swaps Less than 3 months 4.30% 96.0 2.79% 423.1 514.6 3-12 months 4.57% 80.0 3.46% 244.3 320.6 1-3 years 4.73% 26.5 3.79% 81.8 107.1 3 years + - - - - -
2015 Effective 21 May 2015, the Group entered into additional interest rate swap contracts to hedge the variability of interest rate cash flows payable on a portion of the Australian dollar denominated debt for the Syndicated Facility Agreement until 5 July 2016. The interest rate swaps had an effective date of 6 July 2015 and the terms were structured to match the terms of the highly probable forecast transaction.
The cash flow hedges of the Syndicated Facility Agreement were assessed to be highly effective and a net unrealised loss of $8.2 million was recognised in the debt hedging reserve. The fair value of the cash flow hedges is $8.2m.
Outstanding Floating for Fixed Contracts
Total NZD Notional AUD Notional Notional Average Fixed Amount Average Fixed Amount Amount $m NZD $m AUD $m AUD Interest Rate Swaps Less than 3 months 3.77% 160.0 2.75% 488.5 630.2 3-12 months - - - - - 1-3 years 4.46% 202.5 3.12% 749.3 928.6 3 years + - - - - -
107
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
13. Financial Instruments (continued)
(c) Hedging activities and derivatives (continued)
(i) Accounting Policies
Derivative financial instruments
Derivatives are initially recognised at fair value at the date the contract is entered into and are subsequently remeasured at their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in profit or loss depends on the nature of the hedge relationship. The Group designates certain derivatives as either:
• hedges of the fair value of recognised assets or liabilities or firm commitments (fair value hedges); • hedges of highly probable forecast transactions or the foreign currency risk in an unrecognised firm commitment (cash flow hedge); or • hedges of a net investment in a foreign operation.
The fair value of derivatives is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months, and it is not expected to be realised or settled within 12 months.
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts, and the host contracts are not measured at fair value with changes in the fair value recognised in profit or loss.
At the inception of the hedge relationship the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions.
The Group has only entered into hedges of the type classified as cash flow hedges. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges recognised in OCI and later re- classified to profit or loss when the hedged item affects profit or loss. The gain or loss relating to any ineffective portion is recognised immediately in profit or loss as part of other expenses or other income. Amounts deferred in equity are recycled in profit or loss in the periods when the hedged item is recognised in profit or loss in the same line of the profit or loss as the recognised hedged item. When the forecast transaction that is hedged results in the recognition of a non-financial asset or non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.
Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss deferred in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was deferred in equity is recognised immediately in profit or loss.
(d) Measurement of fair values
The carrying amount of financial assets or liabilities recognised in the consolidated financial statements approximates to their fair value. The fair value of derivative financial instruments, as well as the methods used to estimate the fair value, is the Level 2 Observable Inputs method using inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
108
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
13. Financial Instruments (continued)
(e) Financial covenants
The Group’s borrowing facilities require compliance with financial covenants. The financial covenants applicable during the year comprised:
Syndicated Facility Agreement Net Leverage Ratio Interest Cover Ratio
Bilateral Facility Agreement Net Leverage Ratio Interest Cover Ratio
The Board of Directors reviews compliance with the Syndicated Facility Agreement and Bilateral Facility Agreement financial covenants on a six-monthly basis. No financial covenant was breached during the year.
(f) Financial risk management
The Group’s activities create an exposure to a number of financial risks including market risk (interest rate and foreign exchange), liquidity risk and credit risk.
The Group’s financial risk management objective is to minimise potential adverse effects on financial performance arising from changes in financial risk. Financial risk is managed centrally by Group Treasury under the direction of the Board of Directors. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
Interest Rate Risk
Interest rate risk is the risk that a financial instrument’s fair value or future cash flows will fluctuate due to changes in market interest rates. The Group’s exposure to interest rate risk arises primarily from financial instruments with a variable rate of interest. Financial instruments with fixed interest rates do not create variable cash flow exposure.
The Group's policy is to fix estimated interest rate risk exposure at a minimum of 50% for a period of at least 12 months or as otherwise determined by the Board of Directors. The Group regularly monitors interest rate exposure and reports this to the Board of Directors.
Borrowings issued at variable rates expose the Group to cash flow interest rate risk. The Group manages this risk by using floating-to-fixed interest rate swaps for a portion of variable rate borrowings. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. The Group enters into and designates a selection of interest rate swaps as hedges of the variability in cash flows attributable to interest rate risk.
At 30 June 2016, after taking into account the effect of interest rate swaps and other fixed-rate borrowings, $526.9 million (2015: $632.8 million) or 62% (2015: 95%) of the Group's borrowings are at a fixed rate of interest.
The following table details the sensitivity to earnings and equity resulting from a change in Australia and New Zealand interest rates. The sensitivity analysis assumes a constant bank credit margin and a parallel shift in the interest rate yield curve.
109
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
13. Financial Instruments (continued) 2016 2015
(f) Financial risk management (continued) $m $m
Interest Rate Risk (continued)
100 basis point p.a. increase Net profit (1.9) - Equity 2.4 6.2 100 basis point p.a. decrease Net profit 1.9 - Equity (2.4) (6.2)
A positive number indicates an increase in net profit and equity. All amounts are undiscounted after tax.
A ± 100 basis point (1.00%) change has been used in this sensitivity on the basis that this change is representative of the average change in interest rates over a two year period, which is the period during which the Group has variable interest rate exposure.
Foreign Currency Risk
Foreign currency risk is the risk the value of a financial commitment (including a forecast transaction) or a recognised financial instrument will fluctuate due to changes in market foreign exchange rates. The Group’s exposure to foreign exchange risk relates primarily to the Group’s operating activities (when revenue or expense is denominated in a different currency from the Group’s presentation currency) and the Group’s net investments in foreign subsidiaries.
Additionally, the Group operates internationally and is exposed to foreign exchange risk where its subsidiaries do not transact in the subsidiary’s functional currency.
The Group regularly monitors foreign exchange exposure and reports this to the Board of Directors. This risk is managed using a combination of natural hedging and foreign exchange derivative transactions. Operating cash flows in foreign currencies are used to meet interest and principal repayments under foreign currency borrowings.
Liquidity Risk
Liquidity risk is the risk the Group will not have sufficient funds to meet its financial commitments as and when they fall due.
The Group regularly monitors liquidity risk and reports this to the Board of Directors. Liquidity risk is managed through frequent and periodic cash flow forecasting and analysis. Liquidity support is provided through holding a liquidity margin in committed debt facilities. At 30 June 2016, the Group had unutilised committed debt facilities of $220.0 million (2015: $275.0 million).
110
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
13. Financial Instruments (continued)
(f) Financial risk management (continued)
Liquidity Risk (continued)
The Group’s contractual maturity date for its financial liabilities is as follows. The tables are based upon undiscounted cash flows.
Average Less 3 months 1 to 3 More Total Non-derivative financial liabilities Interest than 3 to 1 year years than 3 Rate months years 2016 $m $m $m $m $m
Trade & other payables - (294.4) - - - (294.4) Bank loans (i) 3.54% - - (621.9) (214.1) (836.0) Finance lease liabilities 4.50% - (0.2) (2.4) (9.7) (12.3) (294.4) (0.2) (624.3) (223.8) (1,142.7)
2015
Trade & other payables - (335.7) - - - (335.7) Bank loans (i) 4.02% - - (670.2) - (670.2) Finance lease liabilities 4.50% (0.4) (0.8) (0.7) (0.7) (2.6) (336.1) (0.8) (670.9) (0.7) (1,008.5)
(i) Excludes deferred borrowing costs of $4.2 million (2015: $4.0 million)
(g) Credit risk management
Credit risk is the risk that a counterparty defaults on its contractual obligations resulting in financial loss to the Group. The Group has a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral as a means of mitigating this risk. The Group measures credit risk on a fair value basis.
Trade receivables consist of a large number of customers, spread across a diverse range of industries and geographical areas. Additionally, receivable balances are monitored continuously and the Group’s exposure to bad debts is not significant.
The Group does not have any significant credit risk exposure to any single or group of counterparties having similar characteristics. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses, represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral or other security obtained.
111
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
14. Equity 2016 2015 Ordinary shares issued and fully paid '000 $m '000 $m
Balance at the beginning of the financial year 1,098,290 993.8 1,098,290 993.2 Transaction costs for issued share capital (net of tax) - - - 0.6 Balance at the end of the financial year 1,098,290 993.8 1,098,290 993.8
2016 2015 Recognised and paid dividends $m $m
2016 interim dividend - paid 6 April 2016: 3.5c per share 38.4 - 2015 final dividend - paid 25 September 2015: 5.5c per share 60.4 - 2015 interim dividend - paid 31 March 2015: 4.5c per share - 49.4 98.8 49.4 Unrecognised and declared dividends 2016 final dividend – 5.0c per share 54.9 - 2015 final dividend - 5.5c per share - 60.4
A provision is recognised for dividends when they have been declared, determined or publicly recommended by the Directors on or before the balance sheet date. On 24 August 2016, the Directors declared a final dividend for the year ended 30 June 2016 of 5.0 cents per ordinary share, franked to 1.5 cents per share. This dividend has not been included as a liability in these financial statements. The dividend will be paid on 30 September 2016 to all shareholders on the Register of Members on 8 September 2016. The total estimated dividend to be paid is $54.9 million.
Franking credit balance The amounts of franking credits available for the subsequent financial year are:
2016 2015 $m $m
Australian franking account balance as at the end of financial year at 30% (2015: 7.1 0.6 30%) New Zealand franking account balance as at the end of financial year at 28% 13.8 6.3 (2015: 28%) 20.9 6.9
(a) Accounting Policies
Debt and equity instruments
Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
Transaction costs on the issue of equity instruments
Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction to the associated equity instrument’s proceeds. Transaction costs are the costs incurred directly in connection with the issue of those equity instruments, and would not have been incurred had those instruments not been issued.
112
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
Capital Employed
This section provides information relating to the tangible and intangible operating assets of the Group (as well as leases) including the accounting policies applied and the critical accounting estimates and assumptions.
15. Property, Plant and Equipment Freehold Buildings Leasehold Plant and Laundries Total Land Improvements Equipment Rental Stock Consolidated $m $m $m $m $m $m
Not 18 months Estimated useful lives 50 years 2 - 25 years 2 - 20 years applicable - 5 years Gross carrying amount Balance at 1 July 2014 49.6 9.5 28.8 133.4 97.3 318.6 Additions acquired through business combination - - 0.3 10.7 - 11.0 Additions - - 6.8 57.1 41.4 105.3 Disposals (0.6) (0.4) (0.2) (1.7) - (2.9) Net foreign exchange variance (0.1) - (0.1) (1.0) (0.7) (1.9) Balance at 30 June 2015 48.9 9.1 35.6 198.5 138.0 430.1 Additions acquired through business combination - - 0.2 6.2 0.8 7.2 Additions - - 6.9 57.5 43.7 108.1 Disposals - - - (13.7) - (13.7) Net foreign exchange variance 0.1 - 0.2 2.2 1.6 4.1
Balance at 30 June 2016 49.0 9.1 42.9 250.7 184.1 535.8
Accumulated depreciation
Balance at 1 July 2014 - (0.5) (12.0) (29.4) (57.8) (99.7) Disposals - - 0.1 1.1 - 1.2 Net foreign exchange variance - - - 0.4 - 0.4 Depreciation expense - (0.2) (5.0) (23.7) (32.8) (61.7) Balance at 30 June 2015 - (0.7) (16.9) (51.6) (90.6) (159.8) Disposals - - - 3.1 - 3.1 Net foreign exchange variance - - (0.1) (0.6) - (0.7) Depreciation expense - (0.2) (5.4) (31.5) (38.4) (75.5)
Balance at 30 June 2016 - (0.9) (22.4) (80.6) (129.0) (232.9)
Net book value
As at 30 June 2015 48.9 8.4 18.7 146.9 47.4 270.3 As at 30 June 2016 49.0 8.2 20.5 170.1 55.1 302.9
113
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
15. Property, Plant and Equipment (continued)
(a) Finance leases
The carrying value of plant and equipment held under finance lease contracts at 30 June 2016 was $11.7 million (2015: $2.0 million). Additions during the year include $13.1 million (2015: $3.0 million) of plant and machinery under finance lease contracts.
(b) Capital expenditure commitments 2016 2015 $m $m
Plant and equipment 15.7 13.3 15.7 13.3
(c) Accounting Policies
Property, plant and equipment is measured at cost less accumulated depreciation and any impairment losses. Cost includes expenditure that is directly attributable to the acquisition or construction of the item.
The straight line method of depreciation is used for all assets. Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated so as to write off the net cost of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter. Estimated useful lives are reassessed each reporting period.
Gains or losses on disposals are determined by comparing proceeds with the carrying amount and recognised in the profit or loss.
(d) Critical Accounting Estimates Estimation of useful lives and residual values of property, plant and equipment
The estimation of the useful lives and residual of values of assets has been based on historical experience as well as manufacturers’ warranties (for plant and equipment), lease terms (for leased equipment and leasehold improvements) and turnover policies. In addition, the condition of the assets is assessed at least once per year and considered against the remaining useful life. Adjustments to useful lives and residual values are made when considered necessary.
114
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
Customer Software 16. Intangible Assets Total contracts development $m $m $m Estimated useful lives 6-30 years 12 years Cost Balance at 1 July 2014 96.3 63.8 160.1 Acquisitions through business combinations 4.1 - 4.1 Additions from software development - 20.8 20.8 Balance at 30 June 2015 100.4 84.6 185.0 Acquisitions through business combinations 10.7 - 10.7 Additions from software development - 16.2 16.2 Balance at 30 June 2016 111.1 100.8 211.9 Accumulated amortisation Balance at 1 July 2014 (15.2) (4.3) (19.5) Amortisation for the year (8.5) (4.9) (13.4) Balance at 30 June 2015 (23.7) (9.2) (32.9) Amortisation for the year (10.1) (5.8) (15.9) Balance at 30 June 2016 (33.8) (15.0) (48.8) Net book value As at 30 June 2015 76.7 75.4 152.1 As at 30 June 2016 77.3 85.8 163.1
(a) Accounting Policies
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset. They are assessed to have a finite live and are amortised on a straight-line basis over their estimated useful lives. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and impairment losses.
Customer contracts
Customer contracts acquired in business combinations are assessed to have finite lives and are amortised on a straight-line basis over the estimated useful lives.
Software development
Where no internally-generated intangible asset can be recognised, software development expenditure is recognised as an expense in the period as incurred. An intangible asset arising from development (or from the development phase of an internal project) is recognised if all of the following have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale; • the intention to complete the intangible asset and use or sell it; • the ability to use or sell the intangible asset; • how the intangible asset will generate probable future economic benefits; • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and • the ability to measure reliably the expenditure attributable to the intangible asset during its development.
115
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
16. Intangible Assets (continued)
(a) Accounting Policies (continued)
Software development (continued)
The amount initially recognised for software development is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. When completed, software development is amortised on a straight-line basis over its estimated useful life. Internally-generated intangible assets are reported at cost less accumulated amortisation and impairment losses.
The amortisation expense on intangible assets with finite lives is recognised in the Statement of Profit or Loss as depreciation and amortisation expense.
Impairment of assets
At each reporting date, the Group reviews the carrying amounts of its assets to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the Cash Generating Unit (“CGU”) to which the asset belongs.
An impairment loss is recognised in profit and loss if the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount. Refer to Note 21 for details on the calculation of recoverable amounts.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount; to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment loss is recognised immediately in the Statement of Profit or Loss.
(b) Critical Accounting Estimates
Useful lives of acquired customer contracts
Customer contracts are carried on the Statement of Financial Position at their initial fair value at acquisition date net of accumulated amortisation. These intangible assets are amortised on a straight-line basis over the average contract term of the customer portfolio. The contract term and amortisation period has been based on historical experience and management expectation on the renewal profiles.
Impairment of intangible assets (including software development costs)
Determining whether intangible assets (including software development costs) are impaired requires an estimation of the asset’s recoverable amount. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value.
17. Other Non-Current Assets 2016 2015 $m $m
Capitalised contract costs 65.8 40.2 Other 8.2 8.8 74.0 49.0
(a) Accounting Policies
Non-current other assets include upfront catering rights, capitalised contract costs, contract mobilisation costs and other non-current assets.
116
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
18. Leases
(a) Operating leases Leasing arrangements Operating leases relate to office facilities, motor vehicles and laundry plants with lease terms of 1 month to 15 years. All operating lease contracts contain market review clauses in the event that the Group exercises its option to renew. The Group does not have an option to purchase the leased assets at the expiry of the lease period.
2016 2015 Non-cancellable operating leases $m $m
Not longer than 1 year 44.6 25.9 Longer than 1 year and not longer than 5 years 88.8 61.8 Longer than 5 years 41.4 46.7 174.8 134.4 (b) Finance leases The Group has finance leases for various items of plant and equipment and motor vehicles with lease terms ranging from 4 to 5 years. The Group has options to purchase the equipment at a market price at the conclusion of the lease agreements. Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows: 2016 2015 Present Present Minimum Minimum value of value of payments payments payments payments $m $m $m $m
Not longer than 1 year 4.3 3.8 1.0 1.1 Longer than 1 year and not longer than 5 years 8.9 8.5 1.7 1.5 Longer than 5 years - - - - Minimum finance lease payments 13.2 12.3 2.7 2.6 Less future finance charges (0.9) - (0.1) - Present value of minimum lease payments 12.3 12.3 2.6 2.6
(c) Accounting Policy
Leases where the Group holds substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. All other leases are classified as operating leases.
Assets held under finance leases are initially recognised at the lower of their fair value and the present value of the minimum lease payments. The corresponding liability to the Group is included in the Statement of Financial Position as a finance lease obligation.
Finance lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against profit or loss. Finance leased assets are amortised on a straight-line basis over the estimated useful life of the asset.
Operating lease payments are recognised as an expense on a straight-line basis over the lease term. Any lease incentives are recognised as a liability and amortised on a straight-line basis over the lease life.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement. 117
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
Group Structure and Related Parties
This section provides information on the Group’s structure, encompassing controlled entities, business acquisitions, related parties and associated transactions, as well as share-based payments and the impact these transactions had on the Group’s financial performance and position.
19. Controlled Entities
Parent entity (incorporated in Australia)
Spotless Group Holdings Limited
The financial statements of the Group include the following wholly-owned entities with ownership interest of 100% (all are incorporated in Australia unless otherwise noted):
Name of entity Ref Name of entity Ref Pacific Industrial Services FinCo Pty Limited (a) (c) SSL Facilities Management Real Estate (a) (c) Services Pty Ltd Pacific Industrial Services BidCo Pty Limited (a) (c) SSL Security Services Pty Ltd (a) (c) Spotless Group Limited (a) (c) Taylors Two Two Seven Pty Ltd (a) (c) Berkeley Challenge Pty Limited (a) (c) Aladdin Holdings Pty Limited (a) (c) Berkeley Challenge (Management) Pty Limited (a) (c) Aladdin Laundry Pty Limited (a) (c) Berkeleys Franchise Services Pty Ltd (a) (c) Aladdin Group Services Pty Limited (a) (c) Berkeley Railcar Services Pty Ltd (a) (c) Aladdin Linen Supply Pty Limited (a) (c) Cleandomain Proprietary Limited (a) (c) International Linen Service Pty Ltd (a) (c) Cleanevent Australia Pty Ltd (a) (c) AE Smith & Son Proprietary Ltd (a) (c) Cleanevent Holdings Pty Ltd (a) (c) AE Smith & Son (SEQ) Pty Ltd (a) Cleanevent International Pty Ltd (a) (c) AE Smith & Son (NQ) Pty Ltd (a) Cleanevent Technology Pty Ltd (a) (c) AE Smith Service Holdings Pty Ltd (a) Ensign Services (Aust) Pty Ltd (a) (c) AE Smith Service Pty Ltd (a) Nationwide Venue Management Pty Ltd (a) (c) AE Smith Service (SEQ) Pty Ltd (a) Riley Shelley Services Pty Ltd (a) (c) AE Smith Building Technologies Pty Ltd (a) Sports Venue Services Pty Ltd (a) (c) Emerald ESP Pty Ltd (a) Spotless Defence Services Pty Ltd (a) (c) Utility Services Group Pty Ltd (a) (c) Spotless Facility Services Pty Ltd (a) (c) Utility Services Group Holdings Pty Ltd (a) (c) Spotless Facility Services (NZ) Limited (b) UAM Pty Ltd (a) (c) Spotless Holdings (NZ) Limited (b) Skilltech Consulting Services Pty Ltd (a) (c) Spotless Services International Pty Ltd (a) (c) Skilltech Metering Solutions Pty Ltd (a) (c) Spotless Investment Holdings Pty Ltd (a) (c) Fieldforce Services Pty Ltd (a) (c) Spotless Management Services Pty Ltd (a) Infrastructure Constructions Pty Ltd (a) (c) Spotless Property Cleaning Services Pty Ltd (a) (c) Trenchless Group Pty Ltd (a) (c) Spotless Services Australia Limited (a) (c) Monteon Pty Ltd (a) (c) Spotless Services Limited (a) (c) Errolon Pty Ltd (a) (c) SSL Asset Services (Management) Pty Ltd (a) (c) Spotless Financing Pty Limited (a) (c) Asset Services (Aust) Pty Ltd (a) (c)
(a) These wholly-owned entities are relieved from the requirement to prepare audited accounts under the Australian Securities and Investments Commission Class Order 98/1418. It is a condition of the Class Order that Spotless Group Holdings Limited and each of these wholly owned entities enter into a Deed of Cross Guarantee whereby each company to the Deed guarantees to each creditor payment in full of any debt.
(b) Incorporated in New Zealand.
(c) These wholly-owned entities all form part of the tax consolidated group of which Spotless Group Holdings Limited is the head entity.
118
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
19. Controlled Entities (continued) Consolidated Consolidated 2016 2015 $m $m Set out below are the consolidated income statement and balance sheet of those wholly-owned entities that are relieved from the requirement to prepare accounts under ASIC Class Order 98/1418 as they are party to the deed of cross guarantee with Spotless Group Holdings Limited:
Income Statement Revenue 2,794.8 2,477.6 Other income 20.2 24.3 2,815.0 2,501.9 Direct employee and subcontractor expenses (1,861.2) (1,541.8) Raw materials, consumables and finished goods used (437.5) (488.5) Other expenses (228.1) (181.1) Profit before depreciation, finance costs and income tax expense (EBITDA) 288.2 290.5 Depreciation and amortisation expense (91.9) (68.5) Profit before finance costs and income tax expense (EBIT) 196.3 222.0 Net finance costs (32.4) (26.5) Profit before income tax expense 163.9 195.5 Income tax expense (40.8) (55.4) Profit for the year 123.1 140.1
119
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
19. Controlled Entities (continued) Consolidated Consolidated 2016 2015 Current assets $m $m Cash and cash equivalents 39.7 80.0 Trade and other receivables 407.6 356.2 Inventories 25.6 20.4 Prepayments 11.8 14.5 Total current assets 484.7 471.1 Non-current assets Investments accounted for using the equity method 0.3 1.7 Investment in subsidiaries 34.0 34.0 Amounts due from related parties - 13.2 Trade and other receivables 23.0 13.5 Property, plant and equipment 270.1 244.5 Goodwill 1,032.0 911.4 Intangible assets 163.1 152.1 Deferred tax assets 105.6 113.8 Other 69.0 48.8 Total non-current assets 1,697.1 1,533.0 Total assets 2,181.8 2,004.1 Current liabilities Trade and other payables 257.7 299.3 Borrowings 3.4 0.8 Provisions 105.2 97.1 Derivatives at fair value 3.9 2.5 Total current liabilities 370.2 399.7 Non-current liabilities Amounts due to related parties 0.1 - Borrowings 686.8 529.7 Deferred tax liabilities 96.6 76.1 Provisions 42.4 37.6 Derivatives at fair value 1.6 3.8 Other 7.6 7.3 Total non-current liabilities 835.1 654.5 Total liabilities 1,205.3 1,054.2 Net assets 976.5 949.9 Equity Issued capital 993.8 993.8 Reserves 19.5 17.2 Accumulated losses (i) (36.8) (61.1) Total equity 976.5 949.9
120
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
19. Controlled Entities (continued) Consolidated Consolidated 2016 2015 (i) Accumulated losses $m $m Balance at beginning of the year (61.1) (151.8) Net profit attributable to members of the parent entity 123.1 140.1 Dividends paid (98.8) (49.4) Balance at end of the year (36.8) (61.1)
20. Business Combinations On 1 July 2015, the Group acquired 100% of the share capital of Utility Services Group Limited, rebranded “Utility Asset Services Group” ("UASG"), Australia’s leading provider of retail meter reading and installation services in the electricity, gas and water sectors, and of end-to-end essential maintenance and inspection services in electricity distribution. The primary reason for acquiring UASG was to broaden and deepen the Group’s service capabilities and to provide a platform for growth into technical services. The accounting for this acquisition was finalised within 12 months of the acquisition date.
On 26 August 2015 the Group acquired 100% of the share capital of the Laundry businesses Errolon Pty Ltd (“Errolon”) and Monteon Pty Ltd (“Monteon”) respectively; and assets of Three Rings Pty Ltd (“Three Rings”). This is collectively known as “Prime Laundry”. The primary reason for acquiring Prime Laundry was to increase laundry processing volumes. The accounting for this acquisition was finalised by 30 June 2016, within 12 months of acquisition date.
In the prior year, the Group acquired 100% of the share capital of Laundry businesses Aladdins Holdings Pty Limited ("Aladdin") and International Linen Service Pty Limited ("ILS") on 17 September 2014 and 26 September 2014 respectively. On 28 November 2014, the Group acquired the customer contracts and associated assets and liabilities of ACG National Pty Ltd and ACG Electronic Solutions Pty Ltd (together “ACG”), a national security company. ACG has since been rebranded as “Techguard Security” (“TGS”). On 27 February 2015, the Group acquired 100% of the share capital of A.E. Smith & Son Proprietary Limited and A.E. Smith Service Holdings Pty Ltd (together "AE Smith"), a leading air-conditioning and mechanical services provider. The accounting for these acquisitions was provisional as at 30 June 2015 and finalised within 12 months of the respective acquisition dates (during the year ended 30 June 2016).
Acquisition related transaction costs of $1.5 million (2015: $2.3 million) were recognised in other expenses in the Statement of Profit or Loss and Other Comprehensive Income during the period.
121
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
20. Business Combinations (continued) The aggregate fair values of the identifiable assets and liabilities of acquisitions completed in the year ended 30 June 2015, and adjustments to the value disclosed at 30 June 2015, are noted in the following table:
(a) Acquisitions completed in the year ended 30 June 2015
Provisional at Finalised at 30 June 2015 Adjustments 30 June 2016 $m $m $m Assets Property, plant and equipment 11.0 - 11.0 Intangible assets – customer assets 4.1 4.4 8.5 Cash and cash equivalents 12.5 - 12.5 Trade and other receivables 60.9 0.7 61.6 Inventories 0.4 - 0.4 Prepayments 0.4 - 0.4 Other assets 3.1 2.9 6.0 92.4 8.0 100.4 Liabilities Interest bearing liabilities 1.0 - 1.0 Trade and other payables 47.7 0.7 48.4 Employee provisions 12.5 0.3 12.8 Non-employee provisions 2.3 15.9 18.2 Other liabilities 13.5 1.7 15.2 77.0 18.6 95.6 Total identifiable net assets at fair value 15.4 (10.6) 4.8 Purchase consideration transferred - cash 99.4 - 99.4 Purchase consideration payable - 8.6 8.6 Goodwill arising on an acquisition 84.0 19.2 103.2
In aggregate, these acquisitions contributed $184.6 million of revenue and $1.0 million of profit after tax to the Group result for the year ended 30 June 2015. Based on revenue disclosed to Spotless at the time of completing each acquisition, these acquisitions would have contributed approximately $350 million in aggregate annualised revenue to the Group.
The adjustments to the provisional balances at 30 June 2015 have not been restated in the prior comparative period for the year ended 30 June 2016 as the adjustments (as shown in the above table) are deemed by Management to be immaterial.
122
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
20. Business Combinations (continued) The aggregated fair values of the identifiable assets and liabilities of UASG and Prime Laundry as at the date of acquisition, which were acquired during the current financial year, are noted in the following table:
(b) Acquisitions completed in the year ended 30 June 2016 Finalised at 30 June 2016 $m Assets Property, plant and equipment 7.2 Intangible assets – customer assets 6.3 Trade and other receivables 27.2 Inventories 4.4 Prepayments 1.7 Other assets 9.8 56.6 Liabilities Trade and other payables 23.1 Employee provisions 10.2 Non-employee provisions 18.8 Other liabilities 12.0 64.1 Total identifiable net assets at fair value (7.5) Purchase consideration transferred - cash 102.9 Intercompany amounts payable to the Group on acquisition (9.0) Goodwill arising on an acquisition 101.4
In aggregate, acquisitions as noted in the above table contributed $183.9 million of revenue and $14.7 million to profit after tax for the year ended 30 June 2016. If these acquisitions had taken place at the start of the period, annualised revenue from continuing operations would have been $3,179.3 million, and profit after tax for the Group would have been $123.7 million for the year ended 30 June 2016.
The goodwill of $101.4 million includes knowledge, business and capability acquired as well as the value of expected synergies arising from the acquisitions. None of the goodwill recognised is expected to be deductible for income tax purposes.
As part of the purchase agreement with the previous owner of Prime Laundry, an amount of contingent consideration has been agreed. There will be additional cash payments to the previous owner of Prime Laundry if financial year 2017 revenues of an individual contract exceed $5.2 million. It is not expected that this contract will reach the required revenue thresholds, and accordingly no amounts have been recognised for this potential payment.
123
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
20. Business Combinations (continued)
(c) Accounting Policies
The Group accounts for all business combinations using the acquisition method. The cost of a business combination is measured as the aggregate of the fair values (at exchange date) of assets given, liabilities incurred, and equity instruments issued by the Group. Acquisition related transaction costs are expensed as incurred.
The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions under AASB 3 'Business Combinations' are recognised at their fair values at the acquisition date; except held for sale non-current assets (or disposal groups) which are measured at the lower of their carrying amount and fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the fair value of the net identifiable assets recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's net identifiable assets or its value in use exceeds the cost of the business combination, the excess is immediately recognised in Statement of Profit or Loss.
Contingent consideration is measured at fair value at the acquisition date. Subsequent adjustments to consideration are recognised against goodwill to the extent they arise from better information regarding fair value at acquisition date and occur within 12 months of acquisition date. All other subsequent adjustments are recognised in the Statement of Profit or Loss and Other Comprehensive Income.
21. Goodwill 2016 2015 $m $m
Balance at the beginning of the year 911.4 827.4 Acquired in a business combination (Note 20) 120.6 84.0 Balance at the end of the year 1,032.0 911.4
(a) Accounting Policy Goodwill, representing the excess of the cost of an acquisition over the fair value of the identifiable assets, liabilities and contingent liabilities acquired, is recognised as an asset (net of impairment where applicable) and is not amortised. A CGU to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the goodwill may be impaired. Any impairment is recognised immediately in the Statement of Profit or Loss and Other Comprehensive Income and cannot be subsequently reversed.
124
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
21. Goodwill (continued) The Group comprises two distinct businesses, namely, Facility Services and Laundries representing the different services and capability offered to customers. The services offered to Facility Services customers are largely homogenous and leverage the skills and experience of the group in mobilising and operating large contracts with multiple service lines. From 1 July 2016 management intends to reallocate the level at which goodwill is assessed to reflect this and the changes in the business and in which the business is internally reported. For the purposes of impairment testing at 30 June 2016, the balance of goodwill has been allocated to the following CGUs, which reflect the industries in which the Group’s customers operate:
2016 2015 $m $m
Facility Services AE Smith 49.0 47.3 Business and Industry 170.7 155.5 Defence 50.5 50.5 Education 61.1 61.1 Government 123.8 123.8 Health 86.1 86.1 Public Private Partnerships 48.2 48.2 Resources 102.4 102.4 Sports and Leisure 79.3 79.3 UASG 88.1 - Total Facility Services 859.2 754.2 Laundries 172.8 157.2 Balance at the end of the year 1,032.0 911.4
Testing of Recoverable Amount
Value in Use The recoverable amount of all CGUs except for Resources has been determined based on a value in use (“VIU”) calculation. Key Assumptions
Value in Use The following key assumptions have been used to determine the recoverable amounts of the Group’s CGUs under a value in use model: i) Cash Flows Cash flows have been based on a three year budget / plan using the growth rates detailed in point iii) below between years three and five and a terminal value based on the long term growth rate. The cash flows comprise earnings before interest, depreciation and amortisation from each CGU net of expected working capital movements and sustainable levels of maintenance capital expenditure. ii) Discount rates
Discount rates applied in the testing of recoverable amount reflect the pre-tax weighted average cost of capital for the respective CGUs (12.8% for Facility Services CGUs and 13.8% for the Laundries CGU) and is reflective of the current market assessment of the risks specific to each CGU taking into consideration the time value of money.
125
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
21. Goodwill (continued) iii) EBITDA Growth EBITDA growth has been based on management’s experience in the respective customer sectors, from observable industry trends and data, and growth prospects given current revenue pipelines. Compound annual growth rates, applied range from 1.2% to 12.8% (2015: 3.5% to 8.7%).
iv) Long Term Growth rate Management has applied a long term growth rate of 3% beyond the 5 year budget period and into perpetuity. This rate is considered to be in line with, and in some instances below external market expectations of long term growth in these industries. Sensitivities
The Group has assessed the potential impact of reasonably possible changes in the following key assumptions on the recoverable amount of all CGUs. The Group does not believe there is a reasonably possible change in those assumptions which would result in the carrying value of the CGU exceeding the recoverable amount.
• Pre-tax discount rate • Compound annual EBITDA growth rate • Long term growth rate
Fair Value Less Costs of Disposal The recoverable amount of the Resources CGU has been determined based on a fair value less costs of disposal basis using a discounted cash flow valuation technique. As there are no quoted prices or active markets for the Resources CGU, this valuation is largely based on Level 3 inputs in accordance with AASB 13 Fair Value Measurement. Each of the key inputs is described further below. Key Assumptions
The following key assumptions have been used to determine the recoverable amount of the Resources CGU under a fair value less costs of disposal basis:
i) Cash Flows
Cash flows have been based on a three year budget / plan using a compound annual growth rate of 2.7% between years one and ten and a terminal value based on the long term growth rate. The cash flows comprise earnings before interest, depreciation and amortisation from the Resources CGU net of expected working capital movements and sustainable levels of maintenance capital expenditure.
ii) Discount rate The recoverable amount of the Resources CGU has been determined by applying a post-tax discount rate of 9.0%, based on the post-tax weighted average cost of capital for the CGU reflecting the current market assessment of the risks specific to the Resources CGU and taking into consideration the time value of money. iii) EBITDA Growth
EBITDA growth has been based on management’s experience in the sector, from observable industry trends and data, and growth prospects given current revenue pipelines. A compound annual growth rate of 2.7% has been applied over this period. A 10 year model has been used to more accurately reflect Management’s current view of the economic cycle of the Resources industry.
iv) Long Term Growth rate Management has applied a long term growth rate of 3.0% beyond the 10 year budget period and into perpetuity. This rate is considered to be in line with, and in some instances below external market expectations of long term growth in these industries.
126
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
21. Goodwill (continued) Sensitivities The Group has assessed the potential impact of reasonably possible changes in the following key assumptions on the recoverable amount of the Resources CGU. After factoring a reasonably possible change in each of these sensitivities in isolation, the carrying value of the Resources CGU does not exceed its recoverable amount.
• Pre-tax discount rate • Compound annual EBITDA growth rate • Long term growth rate
The FY17 EBITDA forecast is lower than historical levels, reflecting the loss of a number of contracts and tightening of some margins, partially offset by moderate projected new business consistent with the Group’s pipeline of opportunities and heightened focus on business development. Growth levels are predicted to return to more normal levels in FY18 and beyond. Careful consideration has been given to the current economic climate and observable trends in the mining and resources sector and the long term growth rates have been based on external market reports.
If the FY17 and future years’ growth assumptions are not achieved, without any mitigating factors or other changed circumstances, it may lead to a potential impairment.
Inherent risks and uncertainties regarding the above mentioned assumptions have been considered when calculating the carrying value under the fair value less costs of disposal model.
127
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
22. Parent Entity Disclosures
As at 30 June 2016 the parent company of the Group was Spotless Group Holdings Limited.
2016 2015 $m $m
Result of the parent entity (Loss) / Profit after tax for the year (3.2) 94.2 Other comprehensive income - - Total comprehensive income for the year (3.2) 94.2
Financial position of the parent entity at year end Current assets 0.2 112.7 Non-current assets 1,433.5 1,481.1 Total assets 1,433.7 1,593.8
Current liabilities 272.1 43.8 Non-current liabilities 200.7 534.8 Total liabilities 472.8 578.6
Net assets 960.9 1,015.2
Total equity of the parent entity at year end comprised: Issued capital 993.8 993.8 Reserves 6.9 0.7 Retained earnings (39.8) 20.7 Total equity 960.9 1,015.2
During the year the Company received $12.0 million (2015: $155.0 million) in dividends from its wholly-owned subsidiary.
Parent entity contingencies
The parent entity has no bank guarantees or any contingent liabilities or capital commitments as at 30 June 2016 (2015: Nil).
Parent entity guarantees in respect of debts of its subsidiaries
Spotless Group Holdings Limited has issued the following guarantees in relation to the debts of its subsidiaries: Pursuant to Class Order 98/1418, Spotless Group Holdings Limited has entered into a deed of cross guarantee on 28 March 2014. The effect of the deed is that Spotless Group Holdings Limited has guaranteed to pay any deficiency in the event of winding up of any controlled entity. The controlled entities have also given a similar guarantee in the event that Spotless Group Holdings Limited is wound up.
128
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
23. Related Party Disclosures
(a) Equity interests in related parties
Details of the percentage of ordinary shares held in controlled entities are disclosed in Note 19 to the financial statements.
(b) Key management personnel compensation and retirement benefits
The aggregate compensation of key management personnel of the Group is set out below:
2016 2015 $ $ Short-term employee benefits 5,102,214 4,368,912 Long-term benefits 39,325 11,376 Post-employment benefits 172,831 151,219 Termination benefits 678,998 - Share-based payment 313,000 34,848 6,306,368 4,566,355 (c) Key management personnel equity interests
As at 30 June 2016 key management personnel held 4,385,377 (2015: 29,827,016) fully paid shares and 2,432,590 (2015: 813,686) share options and rights in the Group. As stated in the Remuneration Report on pages 56 to 63, the Group will seek the approval of the shareholders to the issue of 3,288,142 options and 1,258,470 rights (total of 4,546,612 securities) to Mr Martin Sheppard. Whilst these options and rights have not been issued to Mr Sheppard, under Accounting Standard AASB 2 Share-based Payment, a grant of 4,546,612 securities is deemed to have occurred and an associated expense recognised for accounting purposes.
(d) Other transactions with key management personnel Prior to his resignation on 23 November 2015, Bruce Dixon disposed of 6,289,402 shares which he held at 30 June 2015. The Group transacts with certain related party entities of Directors in the ordinary course of business. All transactions are on an arm’s length basis.
There were no other transactions between key management personnel, or their related parties, and the Company or its subsidiaries during the reporting period.
(e) Transactions within the wholly-owned group The wholly-owned group includes the ultimate parent entity in the wholly-owned group, wholly-owned controlled entities, and other entities in the wholly-owned group. During the financial year various subsidiaries of the Group provided administration services to other entities within the wholly-owned group. Other transactions that occurred during the financial year between entities within the wholly-owned group were:
• sale and purchase of goods at cost; and
• rental of premises at commercial rates.
(f) Transactions with other related parties Other related parties include the ultimate parent entity, partly-owned controlled entities, joint venture entities, directors of related parties and their director related entities and other related parties.
2016: No amounts were charged or recharged by any other related parties.
2015: No amounts were charged or recharged by PEP Advisory IV Pty Ltd to the Group.
129
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
23. Related Party Disclosures (continued)
(g) Controlling entities The parent entity in the Group is Spotless Group Holdings Limited. The ultimate parent entity in the wholly-owned group is Spotless Group Holdings Limited.
24. Share-based Payment 2016 2016 2015 2015 (a) Executive Options and Rights Number WAEP (ii) Number WAEP (ii)
Balance at the beginning of the financial year 4,026,442 1.60 9,358,816 1.60
Granted during the year (i) 8,333,763 1.95 - -
Forfeited during the year (3,119,276) 1.78 (5,332,374) 1.60
Balance at the end of the financial year 9,240,929 1.85 4,026,442 1.60
(i) As stated in the Remuneration Report on pages 56 to 63, the Group will seek the approval of the shareholders to the issue of 3,288,142 options and 1,258,470 rights (total of 4,546,612 securities) to Mr Martin Sheppard. Whilst these options and rights have not been issued to Mr Sheppard, under Accounting Standard AASB 2 Share-based Payment, a grant of 4,546,612 securities is deemed to have occurred and an associated expense recognised for accounting purposes. These options have not been included in the table above. The associated expense is included in Note 24(b).
(ii) Weighted average exercise price (“WAEP”)
(b) Expenses arising from equity-settled share-based payment transactions
2016 2015 $ $
Executive options granted on 23 May 2014 (55,853) 266,449 Executive options granted on 28 September 2015 197,492 - Executive options granted on 22 October 2015 166,225 - Executive options granted on 13 April 2016 25,515 - Modification of options granted 22 October 2015 (effective 13 April 2016) 52,645 - Modification of options granted 28 September 2015 (effective 16 June 2016) 1,974 - 387,998 266,449
The executive options granted on 23 May 2014 and 28 September 2015 respectively was awarded to senior executive management. Details of each respective award are shown in Note 24 table (d).
The expense incurred for executive options granted on 22 October 2015 (and subsequent modification) is in respect of Mr Martin Sheppard. As stated in the Remuneration Report on pages 56 to 63, the Group will seek the approval of the shareholders to the issue of 3,288,142 options and 1,258,470 rights (total of 4,546,612 securities) to Mr Martin Sheppard. Whilst these options and rights have not been issued to Mr Sheppard, under Accounting Standard AASB 2 Share-based Payment, a grant of 4,546,612 securities is deemed to have occurred and an associated expense recognised for accounting purposes. This expense is shown in the above table. The executive options granted on 13 April 2016 are in respect of the Group’s Chief Financial Officer, Mr Nigel Chadwick, after commencement of employment with the Group. Details of the award are shown in Note 24 table (d).
The modification of options granted to senior executive management on 28 September 2015 was caused by extending the vesting date of the original award from 30 June 2018 to 20 June 2019, with all other performance hurdles remaining the same. Details of the amended valuation are shown in Note 24 table (d).
130
SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
24. Share-based Payment (continued)
(c) Accounting Policy
Share-based payments made to employees and others which grant rights over the parent entity’s shares are accounted for as equity-settled share-based payment transactions.
Equity-settled share-based payments with employees (and others providing similar services) are measured at the fair value of the equity instrument at grant date. Fair value is measured by use of a binomial model and/or Monte Carlo simulation model.
The fair value determined at grant date of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.
For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original terms of the award are met. An additional expense, measured as at the date of the modification, is recognised for any modification that increases the total fair value of the share- based payment transaction, or is otherwise beneficial to the employee.
131
4,546,612 Expiry date Expiry 30 June 2017 June 30 2017 June 30 2018 June 30 2018 June 30 2019 June 30 2019 June 30 2020 June 30 2020 June 30 2019 June 30 2019 June 30
30 June 2016 June 30 2016 June 30 2017 June 30 2017 June 30 2018 June 30 2018 June 30 2019 June 30 2019 June 30 2018 June 30 2018 June 30 Vesting date Vesting details details the underlying inputs
based based Payment, a grant of
EPS EPS EPS EPS EPS - RTSR RTSR RTSR RTSR RTSR criteria Performance Performance akes akes into account the historical market volatility and
The following table
91 % 91 % 3,288,142 3,288,142 options and 1,258,470 rights (total of 4,546,612 2.59% 2.59% 2.79% 2.79% 1.91% 1.91% 1. 1.51% 1.51% 1. rate Risk Free
% % % %
0 0 0 0 85 % 85 % 5.5 5.5 5.5 5.5 7.79% 7.79% 5. 7.89% 7.89% 5. yield
Dividend Dividend
% % % % 0 0 0 0
01 % 01 % (iv) 27.5 27.5 27.5 27.5 50.36% 50.36% 26 . 50.12% 50.12% 26 . olatility v Expected Expected
07
1.60 1.60 1.60 1.60 1.03 1.03 2. 2.07 2.07 2.07 price $ price Financial Statements Financial Exercise Exercise
0 0 0 0 are are valued using the Monte Carlo methodology.
$ 2510 2380 1090 1030
0.192 0.185 0.213 0.209 0.2770 0.2690 0. 0. 0. 0.
. for the year ended 30 June 2016 June 30 ended year the for will will seek the approval of the shareholders to the issue of issue Notestothe are subject to: subject are ve ve not been issued to Mr Sheppard, under Accounting Standard AASB 2 Share Fair value at at value Fair
Group
each (i) (i) SPOTLESS GROUP HOLDINGS LIMITED 171 171 237 237 , the 15 (3,692,631 EPS and 3,692,631 RTSR). No additional options were granted at modification date. modification at granted were options additional No RTSR). 3,692,631 and EPS (3,692,631 15 s 16 June 2016 June 16 s 263 , 263 , 416 , 416 ,
, , , , 2015 2015 1 1 3 3 3,692,631 3,692,631 (iii) 56 to 63 2015 wa 2015 474,251 474,251 474,251
Number of of Number rightsissued performance performance options and rights and options performance hurdles hurdles performance he options and options rights rights issued to key management personnel
2015 2015
options granted 28 September 28 granted options captures captures the characteristic of fluctuations in the share’s price. Accordingly, the determination of the expected volatility t
d to options granted on 28 September 20 September 28 on granted options to d based Paymentbased , and describes t describes and , value fair 28 September September 28 September 28 2016 April 13 2016 April 13
ir - Share Fair value of performance performance of value Fair
Expected volatility performance performance options and
Modification relate Modification
. Modification date of of date Modification
) ) As stated in the Remuneration Report on pages
4 ii 2014 May 23 Granted 2014 May 23 Granted 2014 May 23 Granted 2014 May 23 Granted Granted Granted Modification to options granted 28 September Modification to options granted 28 September Granted Granted (ii) (ii) into the (d) (i All 2 (i) (ii) securities) to Mr Martin Sheppard. Whilst these options and rights purposes. accounting for recognised expense associated ha an and occurred have to deemed is securities volatility. implied market the (iv)
132 SPOTLESS GROUP HOLDINGS LIMITED Notes to the Financial Statements for the year ended 30 June 2016
Other Information
This section provides details on other required disclosures relating to the Group to comply with accounting standards and other pronouncements.
25. Commitments and Contingent Liabilities 2016 2015 $m $m Legal proceedings (i) - - Contract and bank guarantees and letters of credit (ii) 139.5 93.3 Catering rights 150.6 156.8
(i) The Group does not have any material contingent liabilities in respect of legal proceedings as at 30 June 2016 (30 June 2015: nil). A number of legal claims exist where the outcome is uncertain. Where practicable, provision has been made in the financial statements to recognise the estimated cost to settle the claims based on best estimate assumptions and legal advice where relevant. The actual amounts settled in relation to the outstanding matters may differ to those estimated.
(ii) A number of entities within the Group are required to guarantee their performance or provide financial surety for certain contracts. The amount disclosed represents the aggregate amount of such guarantees. The extent to which an outflow of funds will be required is dependent on the future operations.
26. Remuneration of Auditors 2016 2015 $ $
Auditor of the parent entity (i) Auditing the financial statements 900,000 629,000 Other services: Other assurance services 192,304 - Due diligence services - 250,345 Taxation services 264,577 228,265 Other non-audit services 274,652 53,585 1,631,533 1,161,195 (i) The auditor of Spotless Group Holdings Limited is Ernst & Young.
Audit fees were paid on behalf of the Company by a subsidiary of the Group.
27. Events After the Reporting Period
There has not been any matter or circumstance that has arisen since the end of the financial year that has significantly affected or may significantly affect, the operations of the Group, the results of those operations or the state of affairs of the Group's in future financial years.
133
134
Directors’ Declaration
The Directors of Spotless Group Holdings Limited declare that in the opinion of the Directors:
(a) the financial statements and notes thereto are in accordance with the Corporations Act 2001 (“the Act”) including:
i. giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its performance for the financial year ended on that date; and
ii. complying with Australian Accounting Standards and the Corporations Regulations 2001;
(b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 2; and
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
The Directors have been given the declarations by the Chief Operating Officer and Chief Financial Officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2016.
Signed in accordance with a resolution of the Directors.
On behalf of the Board of Directors
M Jackson AC M Sheppard Chairman Chief Executive Officer & Managing Director Melbourne, 24 August 2016 Melbourne, 24 August 2016
135
136 137 Shareholder Information
As at 31 August 2016 Spotless has one class of shares on issue, being ordinary shares. All of Spotless’ shares are listed on the Australian Securities Exchange.
Distribution of Shareholders The distribution of the number of holders of shares is as follows:
NUMBER OF NUMBER OF SIZE OF HOLDING % OF ISSUED CAPITAL SHAREHOLDERS SHARES HELD
1 – 1,000 908 549,307 0.05
1,001 – 5,000 1,976 6,158,672 0.56
5,001 – 10,000 1,445 11,944,280 1.09
10,001 – 100,000 2,468 70,577,335 6.43
100,001 and over 158 1,009,060,584 91.87
Total 6,955 1,098,290,178 100.00
The number of shareholders holding less than a marketable parcel is 267. There are 9,240,929 unquoted options on issue held by executives pursuant to the Spotless executive Long Term Incentive Plan.
Twenty Largest Shareholders The names of the 20 largest holders of shares are as follows:
NUMBER OF % OF ISSUED RANK NAME SHARES HELD CAPITAL 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 452,096,871 41.16 2 J P MORGAN NOMINEES AUSTRALIA LIMITED 157,470,100 14.34 3 NATIONAL NOMINEES LIMITED 144,447,101 13.15 4 CITICORP NOMINEES PTY LIMITED 90,379,963 8.23 5 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 39,527,500 3.6 6 BNP PARIBAS NOMS PTY LTD
138 Substantial holders The names of the substantial holders in Spotless are as follows:
DATE OF MOST RELEVANT INTEREST % OF ISSUED RANK NAME RECENT NOTICE IN SHARES CAPITAL
1 Allianz SE 29/6/16 83,711,317 7.62 2 JPMorgan Chase & Co 31/8/15 81,999,955 7.47 3 Matthews International Capital LLC 25/2/16 68,870,501 6.27 4 Mondrian Investment Partners Limited 24/5/16 55,077,481 5.01
Voting rights Every shareholder present in person or by an attorney, a proxy or a representative shall on a show of hands, have one vote and upon a poll, one vote for every fully paid ordinary share held.
139 Corporate Directory
Spotless Group Holdings Limited ABN 27 154 229 562
Directors Margaret Jackson AC (Chairman) Martin Sheppard (Chief Executive Officer and Managing Director) Diane Grady AM Garry Hounsell The Hon. Nick Sherry Robert Koczkar Julie Coates Company Secretary Paul Morris
Auditor Ernst & Young 8 Exhibition Street Melbourne, VIC, 3000, Australia
Security Exchange Listing Spotless Group Holdings Limited (SPO) – Australian Securities Exchange (ASX)
Share Registry Link Market Services Limited Level 12, 680 George Street Sydney, NSW, 2000, Australia Telephone: +61 1300 554 474 Fax: +61 2 9287 0303
Registered Office Australia Spotless Group Holdings Limited 549 St Kilda Rd, Melbourne, VIC, 3004, Australia Telephone: +61 3 9269 7600
Corporate Website http://www.spotless.com
140 141
SPOT063 HEAD OFFICE 549 St Kilda Road, Melbourne VIC 3004 T: +61 3 9269 7600 | E: [email protected] www.spotless.com