ANNUAL REPORT 2014 Matrix Composites & Engineering Ltd VISION Statement To be the first choice integrated engineering solutions provider, applying innovative manufacturing, advanced material technologies and superior service, to deliver value and exceed customer expectations. ANNUAL REPORT 2014 MATRIX COMPOSITES & ENGINEERING LTD 2 I MATRIX ANNUAL REPORT 2014 MATRIX ANNUAL REPORT 2014 I 3 “With a return to profitable operations in 2014, stable production output and continued growth in the SURF, well construction and drilling riser buoyancy repair and replacement markets, Matrix is well positioned for further growth in FY15 and beyond”. 2014 ANNUAL GENERAL MEETING Date: Wednesday 5th November 2014 Time: 10am Location: AMC Jakovich Centre, Garden Island Room, 4 McGrath Road, Henderson, Western Australia 2 I MATRIX ANNUAL REPORT 2014 MATRIX ANNUAL REPORT 2014 I 3 ANNUAL REPORT 2014 Matrix Composites & Engineering Ltd 4 I MATRIX ANNUAL REPORT 2014 MATRIX ANNUAL REPORT 2014 I 5 CONTENTS CONTENTS 5 2014 IN SUMMARY 6 CHAIRPERSON’S REPORT 9 CHIEF EXECUTIVE OFFICER’S REPORT 11 DIRECTORS’ REPORT 13 AUDITED REMUNERATION REPORT 25 CORPORATE GOVERNANCE STATEMENT 31 AUDITOR’S INDEPENDENCE DECLARATION 39 CONSOLIDATED STATEMENT OF PROFIT OR LOSS 40 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 41 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 42 CONSOLIDATED STATEMENT OF CASH FLOWS 43 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 44 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 46 DIRECTORS’ DECLARATION 84 INDEPENDENT AUDITOR’S REPORT 85 ADDITIONAL STOCK EXCHANGE INFORMATION 87 CORPORATE DIRECTORY 89 4 I MATRIX ANNUAL REPORT 2014 MATRIX ANNUAL REPORT 2014 I 5 Annual Report 2014 2014 in Summary Key Data (as at 30 June 2014) Market Capitalisation $111.6m Revenue $158.6m EBITDAF $20.0m EBITDA $18.6m Net Profit/ (Loss) after Tax $3.0m Total Equity $136.8m Share price as at 30 June 2014 $1.18 Final Dividend nil No. of employees 394 Company Profile & Structure Matrix Composites & Engineering (Matrix) provides solutions consisting of engineered products and integrated services to the global oil and gas industry. Using innovative manufacturing and advanced composite and polymer materials technology, Matrix is a leading manufacturer of subsea buoyancy systems. In 2014 Matrix restructured its MOSE division to create a more integrated, streamlined and efficient business model focused on providing offshore services to the oil and gas industry. The Group is now organised around three product lines and services: • Offshore – Capital Drilling Equipment (CDE) and Offshore Services • Subsea Umbilicals, Risers and Flowlines (SURF) – URF products and ‘packaged’ subsea solutions Matrix• Well Construction Composites – Advanced polymer &centralizers Engineering and other products, and conductors, connectors and tubular welding PRODUCTS / SERVICES Offshore Capital Drilling Equipment & Offshore Services SURF Products & Solutions Well Construction Products MATERIALS Syntactic Foams, Composites & Thick Section Thermoplastics COMPETENCIES Materials Technology & Application 6 I MATRIX ANNUAL REPORT 2014 MATRIX ANNUAL REPORT 2014 I 7 Annual Report 2014 2014 in Summary A Turnaround Year… • The Company reported EBITDAF of $20.0m and a net profit after tax of $3.0m, marking a return to profitable operations • Production levels stabilised and increased by 14 per cent over the previous year as the Company returned to a three shift roster and successfully implemented its continuous improvement program • Restructured the MOSE division into the wider Matrix Group to create a more integrated, streamlined and efficient business model focused on providing offshore services to the oil and gas industry • Increased penetration of the SURF and well construction markets, with a record 24 individual SURF projects completed or awarded in FY14 • Increased drilling riser buoyancy (DRB) sales in the repair and replacement market which represents a platform for further growth in the offshore CDE product line. Growth Strategies • Maintain and grow share of existing markets – continued materials research and development (R&D), and product innovation – expand range of products and services within existing markets through investment in core capabilities • Penetrate new markets within the global oil and gas industry by using the Company’s leading edge materials technologies, processes and core competencies • Continue focus on cost reduction and optimising plant production to better utilise the investment in the Henderson manufacturing facility. Operational Highlights & Challenges Highlights Financial • Revenue $158.6m > 9% • EBITDAF $20m > 108% • EBITDA $18.6m > 148% • NPAT $3.0m • Capital expenditure $7.2m > 47.5% Operating • Group LTIFR 4.1 (as of 30 June 2014) • Record year for SURF with 24 individual projects completed or awarded in FY14 • Stable and improved production output • Successful re-instatement of 3 shift production • Successfully implemented materials efficiency initiatives Strategic • Continued penetration into drilling riser buoyancy (DRB) repair and replacement, SURF and well construction market • Expansion of well construction distribution channels • MOSE restructure – focus on services • Continuation of Matrix Brand and Culture Initiative • AS/NZS 4801:2001 obtained 6 I MATRIX ANNUAL REPORT 2014 MATRIX ANNUAL REPORT 2014 I 7 Annual Report 2014 2014 in Summary Challenges Shorter lead times for DRB systems due to shipyard • Tighter management of DRB order cycle procurement and global capacity • Focus on CDE repair and replacement market (riser buoyancy) to grow product line • Focus on newer shipyards in China, Singapore and Brazil to expand newbuild drillship client base Ongoing penetration of well construction market • Continuing to expand distribution channels in the US and Canada to more aggressively penetrate the market • Continued R&D and product innovation • Expansion of products and ‘packaged’ solutions • Targeting other growth markets in South America, West Africa and Asia AUD:USD exchange rate • Persistently high AUD:USD exchange rate which appears to have peaked at current rates Decline in demand for engineering and fabrication • Restructured the MOSE division by integrating many of its functions services from the mineral resources sector into the wider Group. This will create a more integrated, streamlined and efficient business model focused on delivering offshore services to the oil and gas industry Three Year Financial Summary 2014 2013 2012 Profitability Total revenue $000 158,580 145,487 144,812 EBITDA $000 18,569 7,477 (13,205) EBITDA margin % 11.7 5.1 (9.0) Profit after tax from continuing operations $000 3,018 (2,947) (14,446) Earnings per share (undiluted) Cents 3.2 (3.12) (18.4) Cash Flow Cash flow from operations $000 16,461 (2,189) 10,908 Balance Sheet Net current assets $000 21,133 13,654 11,533 Total equity $000 136,812 132,290 136,735 Net asset backing per share $ 1.45 1.40 1.45 Adjusted Net Debt $000 6,420.4 10,707.3 15,749.5 Ratios Current ratio times 1.41 1.25 1.16 Return on total equity % 2.21 (2.23) (10.56) Return on total assets % 1.48 (1.45) (6.87) Net debt/(Net debt + equity) % (5.07) 1.83 (2.99) Market Capitalisation Share price at 30 June $ 1.18 0.78 1.75 Ordinary shares on issue m 94.56 94.56 94.56 Market capitalisation $m 111.58 73.76 165.47 8 I MATRIX ANNUAL REPORT 2014 MATRIX ANNUAL REPORT 2014 I 9 Chairperson's Report On behalf of the Board I am pleased to present the 2014 Annual Report for Matrix Composites & Engineering Ltd (Matrix). FY14 marked a turnaround in the Company’s performance following a number of challenging years during which Matrix has built and commissioned its world class syntactic foam manufacturing complex at Henderson, Western Australia while managing the complexities associated with a persistently high Australian dollar, a slowing world economy and a highly competitive landscape. Matrix’s commitment to quality and product development continues to enhance its reputation as a world class supplier of oil and gas equipment. The oil and gas industry is renowned for only using products with the highest standards of quality and safety. Matrix is proud that its products are recognised throughout the industry for their leading technical specifications and low failure rates, particularly in buoyancy products where Matrix riser buoyancy leads the market in design, innovation and quality. Matrix is committed to safety with a target lost time injury frequency rate (LTIFR) of zero and therefore it is disappointing to report that three individual incidents during FY14 have resulted in an increase in the Company LTIFR from zero to 4.1. While this remains well below industry average performance, Matrix retains its commitment to a zero LTIFR and remains focussed on initiatives to reduce incidents in the future. The Matrix group generated sales revenue of $158.6 million, an increase of $13.1 million over the previous year, and earnings before interest, tax and depreciation (EBITDA) of $18.6 million, an improvement of $11.1 million over the previous year. The Company reported a net profit after tax of $3.0 million marking a return to profitable operations for the Company. Cash flow from operations was similarly strong at $16.5 million, an improvement of $18.7 million over the previous year. A strong focus on working capital and cash management enabled Matrix to continue to aggressively reduce financial debt. It is pleasing to report adjusted net debt of only $6.4 million at year end with financial indebtedness