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ALS LIMITED — Annual Report 2024
May 20, 2024
64365_rns_2024-05-20_26bd3d47-3180-41e8-b1e3-d891c5f23101.pdf
Annual Report
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ALS Limited
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Appendix 4E
Full year report for the Year Ending 31 March 2024
(the previous corresponding period is the Year Ended 31 March 2023)
Results for announcement to the market
| Results for announcement to the market | ||||
|---|---|---|---|---|
| $A millions | ||||
| Revenues from ordinary activities | Up | 2.5% | to | 2,461.6 |
| Revenues from underlying continuing operations | Up | 6.8% | to | 2,586.0 |
| Underlying net profit after tax * from continuing | ||||
| operations attributable to members | Down | 1.3% | to | 316.5 |
| Net profit from ordinary activities after tax * attributable | ||||
| to equity holders | Down | 95.6% | to | 12.9 |
| Net profit for the period * attributable to equity holders | Down | 95.6% | to | 12.9 |
| Basic underlying * earnings per share attributable to | ||||
| members from continuing operations | Down | 1.4% | to | 65.4¢ |
| Basic earnings per share | Down | 95.6% | to | 2.7¢ |
| Total dividendper share for theyear(partlyfranked) | Down | 1.3% | at | 39.2¢ |
| ALS Limited (ASX Code: ALQ) today announced an underlying net profit after tax from continuing operations of | ||||
| $316.5 million for FY2024. The result was 1.3% lower than | the $320.6 million comparative underlying net profit | |||
| after tax from continuing operations earned in the previous corresponding period (pcp). | ||||
| The FY2024 statutory result from all operations was a net profit after tax attributable to | equity holders of the | |||
| Company of $12.9 million, compared with a net profit of $291.2 million recorded in FY2023. | ||||
| *Refer to page 10 of the attached Annual Financial Statements for a reconciliation of Underlying net profit after | ||||
| tax to Statutory net profit after tax. |
¬
- See chapter 19 for defined terms
Appendix 4E – Page 1
Results for Announcement to the market for the year ended 31 March 2024
ALS LIMITED
Dividend Disclosures
| Dividends (distributions) Amount per security Franked |
amount per security |
|---|---|
| Final dividend 19.6¢ |
3.9¢ |
| Interim dividend 19.6¢ |
3.9¢ |
| Date the final dividend (distribution) is payable | 2 July 2024 |
| +Record date to determine entitlements to the dividend (distribution) (i.e., on the | |
| basis of proper instruments of transfer received by 5.00 pm if +securities are not +CHESS approved, or security holding balances established by 5.00 pm or such later |
13 June 2024 |
| time permitted by SCH Business Rules if +securities are +CHESS approved) | |
| DRP election date | 14 June 2024 |
Dividend - Amount per security
| Dividend - Amount per security | ||
|---|---|---|
| Amount per security | Amount per security of conduit foreign income |
|
| Final dividend: Current year Previousyear |
19.6¢ 19.4¢ |
15.7¢ 17.5¢ |
| Interim dividend:Current year Previousyear |
19.6¢ 20.3¢ |
15.7¢ 20.3¢ |
Total final dividend (distribution) on all securities
| +Ordinary securities_(each class separately) Preference+securities(each class separately) Other equity instruments(each class separately)_ Total |
Current period $A millions |
Previous corresponding period -$A millions |
|
|---|---|---|---|
| 94.9 - - |
93.9 - - |
||
| 94.9 | 93.9 |
The 2024 final dividend will be franked to 20%. Future dividends will be franked at the maximum level possible. The Company’s dividend reinvestment plan (DRP) will be reactivated for the 2024 final dividend, and new shares will be issued to eligible shareholders opting into the DRP program to a nil discount to the 5 day VWAP post the DRP Election Date (per the DRP Plan Rules).
¬
- See chapter 19 for defined terms
Appendix 4E – Page 2
Results for Announcement to the market for the year ended 31 March 2024
ALS LIMITED
NTA backing
Net tangible asset backing per ordinary security ^
| Current period | Previous corresponding | |
|---|---|---|
| period | ||
| ($1.41) | ($0.55) |
^ Net Tangible Assets (NTA) are calculated excluding the Group’s right-of-use assets (ROU) assets.
Audit
The report is based on the attached accounts which have been audited.
Signature: Date: 21 May 2024
Print name: Michael Pearson Company Secretary
¬
- See chapter 19 for defined terms
Appendix 4E – Page 3
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ALS Limited ABN 92 009 657 489
Annual Financial Statements For the year ended 31 March 2024
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Contents
Directors’ report ................................................................................................................................... 3 Directors ...........................................................................................................................................................................3 Company Secretary ............................................................................................................................................................6 Principal activities ..............................................................................................................................................................6 Review of results and operations .......................................................................................................................................7 Dividends ....................................................................................................................................................................... 14 Debt profile .................................................................................................................................................................... 14 Financial position ............................................................................................................................................................ 15 Cash flow ........................................................................................................................................................................ 15 Material business risks .................................................................................................................................................... 16 Task Force on Climate-related Financial Disclosures (TCFD) .............................................................................................. 20 Environmental regulation ............................................................................................................................................... 31 Indemnification and insurance of directors and officers ................................................................................................... 31 State of affairs ................................................................................................................................................................ 31 A letter from the chairman – unaudited ................................................................................................ 32 Remuneration Report – audited ........................................................................................................... 35 Our global business and Key Management Personnel ...................................................................................................... 35 Snapshot of FY24 ............................................................................................................................................................ 37 The link between performance and reward ..................................................................................................................... 42 Link between performance, remuneration outcomes and shareholder wealth ................................................................. 49 Short Term Incentive Plan ............................................................................................................................................... 50 Long Term Incentive Plan ................................................................................................................................................ 51 Incentive plan governance .............................................................................................................................................. 55 Non-Executive Director Remuneration ............................................................................................................................ 56 Other Statutory Disclosures ............................................................................................................................................ 58 Events subsequent to reporting date ............................................................................................................................... 65 Likely developments ....................................................................................................................................................... 65 Directors’ interests ......................................................................................................................................................... 65 Directors’ meetings ......................................................................................................................................................... 65 Non-audit services .......................................................................................................................................................... 66 Financial statements ........................................................................................................................... 67 Contents ......................................................................................................................................................................... 67 Consolidated statement of profit and loss and other comprehensive income ................................................................... 68 Consolidated balance sheet ............................................................................................................................................ 69 Consolidated statement of changes in equity .................................................................................................................. 70 Consolidated statement of cash flows ............................................................................................................................. 71 Notes to the financial statements .................................................................................................................................... 72 Directors’ declaration ....................................................................................................................... 114 Independent auditor’s report to the members of ALS Limited ............................................................... 115 Lead auditor’s independence declaration ............................................................................................ 122
Page 2 of 122
2024 | Annual Financial Statements
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Directors’ report
For the year ended 31 March 2024
The Directors present their report together with the financial report of the Group, comprising ALS Limited (“the Company”) and its subsidiaries, for the year ended 31 March 2024 and the auditor’s report thereon.
DIRECTORS
The Directors of the Company at any time during or since the end of the financial year are:
BRUCE PHILLIPS
B Sc (Hons) (Geology) Chairman and Independent Non-Executive Director Age 69
Bruce Phillips was appointed a Non-Executive Director of the Company on 1 August 2015 and became Chairman on 26 July 2016 following the 2016 Annual General Meeting. Bruce is a qualified geophysicist with more than 40 years of technical, financial and managerial experience in the energy sector.
He founded Australian Worldwide Exploration Limited (now Mitsui) in 1997 and was its Managing Director until his retirement in 2007. He re-joined as a Non-Executive Director in 2009 and held the position of Chairman until his retirement from the Board in November 2017. He was previously Chairman of Platinum Capital Limited (October 2009 – June 2015) and a Non-Executive Director of AGL Energy Limited (August 2007 – September 2016) and Sunshine Gas Limited. Bruce was appointed as a Non-Executive Director and Chairman of Karoon Energy Limited in January 2019 until his retirement in November 2023.
He is Chair of the Nomination Committee.
MALCOLM DEANE
Bachelor of Laws (Masters) Juris Doctor Managing Director and Chief Executive Officer Age 40
Malcolm Deane was appointed as Interim CEO and Managing Director for ALS Limited on 7 March 2023. He was then appointed as the CEO and Managing Director with effect from 8 May 2023. Malcolm has served the company in various executive positions for the past 10 years in such roles as General Manager for Life Sciences Latin America, Food & Pharma Americas, and most recently as the Chief Strategy Officer, leading corporate strategy, business development and acquisitions.
JOHN MULCAHY PhD, B E (Civil Eng) (Hons), FIE Aust Independent Non-Executive Director Age 74
John Mulcahy was appointed a Non-Executive Director of the Company on 1 February 2012. He is Chairman of Orix Australia Corporation Limited, an unlisted public company (appointed March 2016), and Deputy Chairman of GWA Group Limited (appointed November 2010). He is also a current Non-Executive Director of various Zurich Australia Insurance subsidiaries. John was previously a director and Chairman of both Mirvac Group Limited (November 2009 – December 2022) and Coffey International Limited (September 2009 – January 2016). He is a former Guardian of the Future Fund of Australia and former Managing Director and Chief Executive Officer of Suncorp-Metway Limited. Prior to Suncorp, John held several senior executive roles at the Commonwealth Bank and Lend Lease Corporation.
He is a member of the Sustainability and Innovation Committee and the Nomination Committee.
TONIANNE DWYER
B Juris (Hons), LLB (Hons), GAICD Independent Non-Executive Director Age 61
Tonianne Dwyer was appointed a Non-Executive Director of the Company on 1 July 2016. She has significant experience as a company director and executive working in finance, corporate strategy and mergers and acquisitions across a variety of sectors and international markets.
She is an internationally experienced independent company director, having had a 25-year executive career in investment banking during which she held roles with Hambros Bank Limited and Société General in the UK and Europe.
Malcolm has a Master of Laws from the University of Virginia School of Law and Juris Doctor from Universidad Austral – Buenos Aires, Argentina.
Page 3 of 122
2024 | Annual Financial Statements
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Tonianne currently holds a non-executive directorship role with Incitec Pivot Limited (appointed May 2022). She is Deputy Chancellor of the Senate of the University of Queensland and is on the Board of the Sir John Monash Foundation and a member of the Queensland Council of the AICD.
Her previous roles included non-executive director positions with OZ Minerals Limited, DEXUS Property Group and DEXUS Wholesale Property Fund.
She is a member of the People Committee and a member of the Audit and Risk Committee and the Nomination Committee.
SIDDHARTHA KADIA
PhD Biomedical Engineering, BE, Electronics
and Telecommunication Independent Non-Executive Director
Age 54
Siddhartha Kadia was appointed a Non-Executive Director of the Company on 15 January 2019. Siddhartha was formerly President and CEO of EAG Laboratories, a global scientific testing company headquartered in San Diego, California. He has also been a Director of USAlisted companies Newport Corporation (NSDQ: NEWP), Volcano Corporation (NSDQ: VOLC), Nuvasive, Inc (appointed February 2022) and was CEO and a Director of PhenomeX (NSDQ: CELL). He is currently a NonExecutive Director of ATS (Applied Technical Services). Prior to EAG, Siddhartha served as President of the Life Sciences Division at Life Technologies Corporation (NSDQ: LIFE), a publicly traded life sciences tools company. Siddhartha was also a management consultant at McKinsey & Company where his work focused on various life sciences and healthcare related
engagements. Siddhartha has a PhD in Biomedical Engineering from Johns Hopkins School of Medicine. Siddhartha has lived and worked in the US, Japan, China, and India and has more than 20 years of international experience as a company director, executive and technical leader in the Life Sciences and TIC (testing, inspection and certification) sectors.
LESLIE DESJARDINS
B Industrial Admin, Finance (Kettering), MS. Business (MIT)
Independent Non-Executive Director Age 64
Leslie Desjardins was appointed a Non-Executive Director of the Company on 21 November 2019. She has a background as a CFO and senior financial and governance professional in a range of large multinational and global businesses.
She has extensive commercial and financial governance expertise with large multinational public companies in North America, Canada, and Australia each with extensive global operations. Her areas of expertise include CFO level executive and financial strategic leadership, M&A, corporate finance and treasury, governance, financial and tax compliance, and enterprise risk management.
Leslie is currently a Director, Audit Committee Chair, Human Resource Committee member with Ansell Limited. Previously, she served as a Board Director and Audit Committee member with AptarGroup.
During her executive career, Leslie served as Executive VP and CFO at Amcor Limited, a global leader in packaging of food, beverage, pharmaceutical and tobacco products. Prior to Amcor Ltd, Leslie served in financial and corporate strategic positions with General Motors Corporation, including Chief Financial Officer GM Holden Australia, Controller GM North America, Executive Director Manufacturing Finance and Director GM North America Strategy and Planning.
Leslie holds a Master of Science, Business with Massachusetts Institute of Technology, Sloan and a Bachelor of Industrial Administration, Finance with Kettering University.
She is the Chair of the Audit and Risk Committee, a member of the Sustainability and Innovation Committee and a member of the Nomination Committee.
He is a Chair of the Sustainability and Innovation Committee, a member of the People Committee and the Nomination Committee.
2024 | Annual Financial Statements
Page 4 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
PETER POSSEMIERS
Bachelor of Applied Science in Chemistry and Microbiology – University of South Australia Independent Non-Executive Director Age 62
Peter Possemiers was appointed a Non-Executive Director of the Company on 1 November 2022.
He has a background as a TIC sector expert with almost 40 years’ experience working as a senior executive in leadership roles globally for SGS. He has lead teams both regionally and globally most notably SGS’s global Environment Health and Safety business, a CHF 550 million business with a global headcount which exceeded 6000. As Executive Vice President, he was a member of the SGS Operations Council with responsibility for the strategic growth and profitability of the business, leading 15 strategic acquisitions.
Peter’s career with SGS began following his completion of a degree in microbiology and chemistry at the University of South Australia. He quickly moved into management roles in Singapore, Philippines, China and Korea, where he established and developed new markets including food, pharma, and mobile technology. In 2007 he was promoted to a role in Europe to manage the downstream OG&C business becoming the global market leader in this sector for SGS.
In 2013, Peter was promoted to Executive Vice President, Global Environment, Health & Safety, a position based in Switzerland which he held for 8 years before moving into his most recent role as Vice President, Strategic Integration in 2021 following the acquisition of the Synlab A&S business, which covered the environmental, food, pharma and oil condition monitoring testing sector across Europe.
He is a member of the Sustainability and Innovation Committee, and the Audit and Risk Committee and the Nomination Committee.
NIGEL GARRARD
Bachelor of Economics (Adelaide), CA (Chartered Accountant)
Deputy Chairman and Independent Non-Executive Director
Age 63
Nigel Garrard was appointed as a Non-Executive Director of the company on 7 June 2023 and was appointed Deputy Chair effective 8 February 2024.
He is an experienced executive with a successful track record across the fast-moving consumer goods and industrial/manufacturing sectors. He has over 20 years’ experience as an ASX-listed CEO across three companies. In 2019, he retired as Managing Director and
CEO of Orora Limited.
He led the demerger of Orora Limited from Amcor, and the subsequent listing of Orora Limited on ASX in 2013. He was President of the Amcor Australasia and Packaging Distribution business group, Managing Director of Coca-Cola Amatil’s Food and Services Division, and Managing Director of SPC Ardmona. Nigel brings broad international experience across listed, notfor-profit, government and private entities. He is currently the Chairman of Ansell Limited, a non-executive director of CSR Ltd, Chairman of Flinders Port Holdings Pty Ltd, and Chairman of the McMahon Services advisory board.
He is the Chair of the People Committee and a member of the Nomination Committee.
ERICA MANN
Diploma in Analytical Chemistry (Tswane University, Pretoria), Marketing Management (IMM, Johannesburg), Small Business Development (SBDC - Johannesburg), GAICD
Independent Non-Executive Director
Age 65
Erica was appointed as a Non-Executive Director of the company on 1 March 2024.
Erica is an experienced C-suite executive with a 30-year career across complex, highly regulated, multi-channel and multi-product environment in top DAX, NYSE, NSDAQ pharmaceutical, OTC and FMCG multinationals.
Before retiring as an executive, Erica led Bayer’s Consumer Health Division, one of the world’s largest OTC companies with €6 billion in turnover. Prior to joining Bayer, she was President and General Manager of Pfizer Nutrition following its acquisition of Wyeth Inc, where she served as Senior Vice President of Global Nutrition. This followed other senior executive roles of other Fortune 500 companies including Eli-Lily and Johnson & Johnson. She has held leadership positions in South Africa, Australia, New Zealand, Germany, Switzerland and the US.
In addition to her executive experience in the nutrition and health industry, Erica has deep experience with global and emerging markets across Africa, China, Russia, and Brazil. Erica currently serves as an independent director of Perrigo, DSM-Firmenich and Kellogg (recently reincorporated as Kellanova) where she is a member of the Talent, Audit, and Social Responsibility & Public Policy Committees.
Erica previously chaired the Board of the World SelfMedication Industry Association and served as an independent director with Blackmores Ltd and SoloFlordis International.
2024 | Annual Financial Statements
Page 5 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Erica was educated in South Africa and obtained diplomas in analytical chemistry (Tswane University, Pretoria), marketing management (IMM, Johannesburg), and small business development (SBDC -Johannesburg). Erica has completed an executive development program at Harvard, Boston and obtained an ESG Certificate from Berkely Law School.
She is a member of the Nominations Committee.
CHARLIE SARTAIN B Eng (Hons) (Mining), FAusIMM, FTSE Independent Non-Executive Director Age 63
Charlie Sartain was appointed a Non-Executive Director of the Company on 1 February 2015. He spent more than 30 years with MIM Holdings and then Xstrata plc after it acquired MIM. He led Xstrata’s global copper business as Chief Executive of Xstrata Copper for nine years from 2004 and prior to that held senior executive positions with the company in Latin America and Australia.
He was Chair of the Sustainability and Innovation Committee, and member of the Audit and Risk Committee and Nomination Committee.
Charlie retired on 7 June 2023.
COMPANY SECRETARY
MICHAEL PEARSON LLB, B A, GAICD, GCIS, Dip Inv Rel (AIRA)
Michael Pearson is a member of the Governance Institute, Australian Institute of Company Directors and Queensland Law Society. Mr Pearson is an experienced lawyer and corporate governance professional with almost 20 years of experience as a Company Secretary and General Counsel with other ASX listed companies such as Cardno Limited and the Aveo Group.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the financial year were the provision of professional technical services, primarily in the areas of testing, measurement and inspection, supporting:
-
environmental monitoring
-
food and pharmaceutical quality assurance
-
mining and mineral exploration
-
commodity certification
-
equipment maintenance
-
pre-clinical and clinical development services; and
-
drug discovery services.
During the year, the Group expanded and diversified its technical service capabilities through various acquisitions as well as the buyout of the remaining 51% shares in Nuvisan. Refer notes 2i and 5 of the Financial Statements.
Otherwise, there were no other significant changes in the nature of the activities of the Group during the year.
2024 | Annual Financial Statements
Page 6 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
REVIEW OF RESULTS AND OPERATIONS
Group business summary
The Group aims to be a leading provider of services to clients across the broad range of industry sectors covered within the Principal Activities in the previous section and is committed to maintaining the strong and sustainable growth strategies which have made it a successful, global company. The Group seeks to build strong partnerships with clients by delivering costeffective solutions backed by the best quality, service, and technical capability.
FY27 vision
Updated strategic plan
Over the last two years, the Group has continued to make significant strides in delivering the FY27 vision. Through this journey, ALS’ innovative and data driven approach has provided meaningful growth opportunities such as industry-leading testing capabilities, advancement of global Laboratory Information Management Systems, and development of AI and machine learning capabilities. The Group has also reshaped the portfolio and deployed significant capital towards delivering both organic and inorganic growth.
The existing FY27 strategic plan has served the Group well, with all financial metrics on track. Following a period of reflection and refinement, the Group has refreshed its strategic plan to refine some elements of the strategy going forward. The new strategy is supported by:
-
The refreshed executive team that brings together both long-term and new leaders,
-
Scaling global businesses within both Minerals and Environmental, and regionally strong businesses within Life Sciences, to deliver solid organic growth,
-
Ongoing focus to improve integration of acquisitions,
-
Enhancements to our operating model that will drive margin improvement on some underperforming businesses, and some margin uplift on already industry-leading margins,
Value creation framework
The value creation framework provides the fundamental basis on which the ambition of top quartile shareholder returns will be achieved in the medium term.
The framework combines a risk-weighted approach to growth capital allocation that will protect, extend and expand the portfolio. Overall, the Group aims to deliver mid to high single digit organic revenue growth achieve a steady improvement in operating margins, and strong ongoing cash generation. Allocation of growth capital will be deployed seeking a minimum return on capital employed of 15%, ensuring maximum growth and returns for shareholders over the medium term.
The existing financial targets set for FY27 remain unchanged. These included: growing revenue to $3.3 billion and growing underlying EBIT[1] to $0.6 billion, with a group margin floor of 19%. In addition, the Group will aim to keep cash conversion above 90% and strive to deliver future returns on capital above 20%.
Operational results
The Group has made solid progress in FY24 towards achieving its FY27 objectives. The Group achieved revenue from continuing operations of $2,586.0 million, up 6.8% compared to $2,421.2 million recorded in the pcp. Organic and scope revenue growth each respectively contributed 2.2% to the uplift, supported by positive FX tailwinds of 2.4% due to depreciation of the Australian dollar against main currencies during FY24.
The revenue growth was primarily driven by:
-
Continued global demand for environmental services,
-
Increased uptake of value-added services by Mineral’s clients,
-
Steady recovery within the food sector,
-
Improved commodity trading and marketing conditions, and
-
Acquisitions which have expanded the Group’s geographical footprint, service offerings and scale.
-
A consistent approach to marketing to clients, which includes dynamic pricing, and
-
An updated approach to capital allocation, referred to as ‘the value creation framework’.
1 EBIT = Earnings before interest and tax. The terms ‘underlying’ and ‘EBIT’ are non-IFRS and unaudited.
2024 | Annual Financial Statements
Page 7 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
The Group’s global market leading businesses, Minerals and Environmental, continue to demonstrate their strength and resilience. Both businesses have maintained growth rates ahead of market, supplemented through acquisitions. Both businesses continue to generate market leading operating margins despite challenging economic conditions, particularly whilst exploration funding remains subdued. This reflects the quality of the hub-and-spoke model pioneered by ALS, client service offering, and investments made into growth, innovation and technology. Collectively, these businesses represent 67% of FY24 Group revenue and remain well positioned to capture strategic industry megatrends.
Within the Industrial Materials, Food and Pharmaceutical businesses these operations have continued to focus on growth opportunities within their respective regional markets. This part of the portfolio has benefitted from regional leadership positions, where significant growth opportunities exist to expand expertise and reach.
Despite the challenging environment in FY24, the Group delivered an underlying EBIT[2] margin of 19.0%, a decline of 125 basis points (bps) compared to the pcp. The margin decline reflects both operational inefficiencies and subdued funding conditions for new drug development in the Pharmaceutical business, the margin dilution from some recent acquisitions, minor impacts from lower volumes in Minerals, and unfavourable currency impacts in the high margin Commodity locations in emerging markets. Margin contraction was partially offset by strong performances within the Environmental and Food businesses, and a continued resilient performance from the Minerals business. The FY24 Group margin remained marginally above the FY27 target floor of 19%.
The Group delivered a full-year statutory NPAT of $12.9 million, compared to the $291.2 million recorded in the pcp. The decrease of $278.3 million in NPAT reported in FY24 is primarily due to the impairment of the minority 49% investment in Nuvisan, together with recognising restructuring costs aligned to the transformation plan announced with the acquisition of the remaining 51% Nuvisan stake ($248.8 million). The Group incurred other categories of one-off items including SaaS development, acquisition, and restructuring costs totalling $42.0 million (refer page 12 for further details).
2 The terms ‘underlying’, ‘EBITDA’ and ‘EBIT’ are non-IFRS and unaudited.
On an underlying[2] basis, the Group recorded NPAT of $316.5 million, down 1.3% compared to $320.6 million reported in the pcp. This is a solid financial performance in mixed market conditions.
The Group delivered solid net free cash flows (before capex spend) of $532.4 million, a decrease of $18.1 million compared to the pcp. 91% of underlying EBITDA[2] was converted to cash within the period, remaining above the annual target of 90%.
The Group’s total capital expenditure (CapEx) increased by 3.8% in FY24 to $151.7 million compared to pcp. The majority of the CapEx was allocated to the Environmental and Mineral’s businesses, in-line with the updated value creation framework. The Group completed 8 acquisitions, expecting to contribute an additional $152.0 million of revenue on a full year basis at a total cost of approximately $76.0[3] million. The acquisitions predominately focused on geographic expansion and new service offerings within the Environmental business.
On 25 March 2024 the Group announced that it has agreed with the majority shareholder, Nuvisan Pharma Holdings (GmbH), to acquire the remaining 51% interest in Nuvisan for nominal consideration. Taking full control and ownership of Nuvisan provided the best opportunity to deliver earnings growth and maximise shareholder value optionality. With full ownership of Nuvisan, the Group has commenced implementation of a transformation program to increase revenue from targeted investment in business development and improve profitability across the business. The program is expected to deliver annual cost savings of ~€25 million with a total restructuring cost of ~€20 million over a two-year period. The program is expected to conclude in 2026.
3 Consideration may not equate to cash flow due to earn-out or holdback mechanisms.
2024 | Annual Financial Statements
Page 8 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
The Group leverage ratio was 2.0 times as at 31 March 2024 (31 March 2023: 1.8 times) with over $530 million of available liquidity, including $346 million of undrawn bank facilities. Post year end, the Group has entered into new additional bilateral revolving bank facilities totalling USD300 million ($460.9million) which have been finalised in April 2024 (refer to note 7e). These new facilities will be used to refinance current bank debt maturing in May 2024, and also fund the acquisitions of both York and Wessling announced post year-end (refer to note 7e). This refinancing completed in April 2024 will increase overall liquidity and remove any near-term refinance risk. The Group is committed to reducing leverage to mid-point of target gearing range (1.7 to 2.3x) over the medium term.
Based on the operating performance, solid financial position, and outlook, the Directors have declared a partly franked final dividend for the year of 19.6 cents per share, 20% partially franked (2023 final dividend: 19.4 cents per share, 10% franked). Together with the interim dividend of 19.6 cents per share (20% franked), the partly franked dividend for the year will be 39.2 cents per share, down 1.3% on the pcp (2023: 39.7 cents), representing a combined dividend payout ratio of 60% of underlying NPAT, at the top end of the reference range (50 – 60% of underlying NPAT). The dividends will be paid on 2 July 2024 on all shares registered in the Company’s register at the close of business on 13 June 2024.
The Board has re-activated the dividend reinvestment plan (DRP), providing maximum future capital flexibility for the business. Eligible shareholders will be able to elect to receive the final FY24 dividend under the DRP at a nil discount to the 5-business day VWAP, calculated post the DRP election date of 14 June 2024 (i.e. 17 - 21 June 2024 inclusive).
2024 | Annual Financial Statements
Page 9 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Financial performance
The Group’s financial performance for the year to 31 March 2024 is summarised as follows:
| Nuvisan Equity | ||||||
|---|---|---|---|---|---|---|
| Share of Profit | ||||||
| 49% of | incl | |||||
| Underlying results (incl | Nuvisan’s | in Statutory | ||||
| Nuvisan proportionately | Underlying | results | Restructuring | Amortisation | Statutory | |
| 2024($m) | consolidated @ 49%)4 | results | (note 2i) | and other items44 | of intangibles4 | result |
| Revenue | 2,586.0 | (124.4) | - | - | - | 2,461.6 |
| EBITDA5 | 665.7 | (14.6) | (8.1) | (290.7) | - | 352.3 |
| Depreciation & amortisation |
(173.9) | 14.5 | - | - | (14.5) | (173.9) |
| EBIT5 | 491.8 | (0.1) | (8.1) | (290.7) | (14.5) | 178.4 |
| Net Interest expense |
(53.7) | - | - | (3.4) | - | (57.1) |
| Tax expense | (119.5) | 0.1 | - | 10.5 | 2.5 | (106.3) |
| 318.6 | - | (8.1) | (283.6) | (12.0) | 15.0 | |
| Non-controlling interests |
(2.1) | - | - | - | - | (2.1) |
| Net profit/(loss) after tax (NPAT) |
316.5 | - | (8.1) | (283.6) | (12.0) | 12.9 |
| Basic EPS (cents) | 65.37 | 2.66 | ||||
| Diluted EPS (cents) | 65.01 | 2.65 |
4 The terms ‘Underlying results’, ‘Restructuring & other Items’, and ‘Amortisation of intangibles’ are non-IFRS disclosures. These terms have been presented to assist in the assessment of the relative performance of the Group from period to period. The calculations thereof are based on non-IFRS information and are unaudited. Refer to table on next page for details of restructuring & other items.
5 EBITDA = EBIT plus depreciation and amortisation. EBIT = Earnings before interest and tax. The terms EBITDA and EBIT are non-IFRS disclosures. These have been presented to provide a measure of the Group’s performance before the impact of depreciation and amortisation (i.e., non-cash items) as well as that of interest and tax expenses. The calculations thereof are based on non-IFRS information and are unaudited.
2024 | Annual Financial Statements
Page 10 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Financial performance
The Group’s financial performance for the year to 31 March 2023 is summarised as follows:
| Underlying results (incl Nuvisan | Underlying results (incl Nuvisan | ||||||
|---|---|---|---|---|---|---|---|
| proportionately consolidated | 49% of | Nuvisan Equity |
|||||
| @ 49%)6 | Nuvisan’s | Share of Profit |
|||||
| Continuing | Discontinued |
Underlying |
incl in Statutory |
Restructuring |
Amortisation |
Statutory |
|
| 2023($m) | operations | operations7 |
results | results (note 2i) |
& other items6 |
of intangibles6 | result |
| Revenue | 2,421.2 | 121.7 |
(142.0) |
- |
- |
- |
2,400.9 |
| EBITDA8 | 648.0 | 11.8 |
(22.9) |
(2.9) |
(21.4) |
- |
612.6 |
| Depreciation & amortisation |
(157.3) | (6.1) |
14.8 |
- |
- |
(9.9) |
(158.5) |
| EBIT8 | 490.7 | 5.7 |
(8.1) |
(2.9) |
(21.4) |
(9.9) |
454.1 |
| Net Interest expense |
(43.8) | (0.3) |
0.6 |
- |
(2.1) |
- |
(45.6) |
| Tax expense | (125.0) | (1.6) |
2.2 |
- |
6.8 |
1.6 |
(116.0) |
| 321.9 | 3.8 |
(5.3) |
(2.9) |
(16.7) |
(8.3) |
292.5 |
|
| Non-controlling interests |
(1.3) | - |
- |
- |
- |
- |
(1.3) |
| Net profit/(loss) after tax (NPAT) |
320.6 | 3.8 |
(5.3) |
(2.9) |
(16.7) |
(8.3) |
291.2 |
| Basic EPS (cents) | 66.31 | 60.23 | |||||
| Diluted EPS (cents) | 66.01 | 59.96 |
6 The terms ‘Underlying results’, ‘Restructuring & other Items’, and ‘Amortisation of intangibles’ are non-IFRS disclosures. These terms have been presented to assist in the assessment of the relative performance of the Group from period to period. The calculations thereof are based on non-IFRS information and are unaudited. Refer to table on next page for details of restructuring & other items.
7 In February 2023 the Group sold its Australian Asset Care business.
8 EBITDA = EBIT plus depreciation and amortisation. EBIT = Earnings before interest and tax. The terms EBITDA and EBIT are non-IFRS disclosures. These have been presented to provide a measure of the Group’s performance before the impact of depreciation and amortisation (i.e., non-cash items) as well as that of interest and tax expenses. The calculations thereof are based on non-IFRS information and are unaudited.
2024 | Annual Financial Statements
Page 11 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Financial performance (continued)
| Restructuring & Other items |
2024 ($m) 2023 ($m) |
|---|---|
| Greenfield start-up cost Acquisition costs Impairment of right-of-use asset and other site closures SaaS system development Profit on sale of Asset Care Nuvisan fair value and acquisition adjustments Nuvisan restructuring provision Other, including employee redundancy costs |
4.3 3.9 2.8 7.3 5.1 3.7 18.8 12.5 - (12.3) 220.7 - 28.1 - 10.9 6.3 |
| 290.7 21.4 |
Divisional reviews
The Group has two reportable operating segments as of 31 March 2024: Life Sciences and Commodities.
Life Sciences
Value proposition
The Life Sciences division provides analytical testing and sampling services and remote monitoring for the Environmental, Food, Pharmaceutical, and Consumer Product markets. It is a leader in global comprehensive analytical testing, demonstrating expertise in microbiological, physical, and chemical testing services. The division also provides pre-clinical, clinical and drug discovery services through Nuvisan, which was fully acquired in March 2024.
Within Life Sciences, the Environmental business is focused on maintaining its global leadership position supported by its hub-and-spoke model. The Pharmaceutical and Food business seek to establish regional leadership positions in particular verticals or geographies.
9 Life Sciences underlying results plus 49% of Nuvisan’s revenue and expenses (non IFRS).
10 EBIT = Earnings before interest and tax. EBITDA = EBIT plus depreciation and amortisation. The terms EBIT, EBITDA, Restructuring and other items, and Underlying segment EBIT/EBITDA are non-IFRS disclosures. These terms have been
2024 performance
| Life Sciences Non- | |||
|---|---|---|---|
| Statutory - Financial performance (incl |
2024 ($m) |
2023 ($m) |
Variance |
| Nuvisan)9 | |||
| Revenue | 1,499.4 | 1,334.1 | 12.4% |
| Segment EBIT10 | (40.8) | 196.5 | |
| Restructuring and other items10 |
267.0 | 10.4 | |
| Underlying segment EBIT10 |
226.2 | 206.9 | 9.3% |
| Margin (underlying segment EBIT to revenue) |
15.1% |
15.5% | |
| Underlying segment EBITDA10 |
330.7 | 302.9 | 9.2% |
| Margin (underlying | |||
| segment EBITDA to | 22.1% | 22.7% | |
| revenue) |
The Life Sciences division continued its growth momentum, delivering modest organic revenue growth of 3.6%, complemented by scope growth of 3.7% with acquisitions predominately in the Environmental businesses. Growth was driven by strong performance from both the Environmental and Food businesses, but partially offset by the continued slowdown in new product development revenues in the Pharmaceutical business.
The division delivered an underlying EBIT margin of 15.1% in FY24, which was a contraction of 42 bps compared to the pcp. This result reflects the challenging market conditions in the Pharmaceutical business, including Nuvisan, with improvements achieved in both Food and Environmental.
The Environmental business delivered strong organic revenue growth of 8.6%, with growth achieved across all regions. Growth outpaced the overall market, and was supplemented with acquisitions in key growth geographies. The business was able to further expand margins through leveraging its global scale and from further improvement of process standardisation.
presented to provide a measure of the Group’s performance before the impact of depreciation and amortisation (i.e., non-cash items) as well as that of interest and tax expenses. The calculations thereof are based on non-IFRS information and are unaudited.
2024 | Annual Financial Statements
Page 12 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
The Food business delivered strong organic revenue growth of 6.5%, with the volume and price growth recovery accelerating in European markets.
The Pharmaceutical business delivered organic revenue decline of 11.5%, largely a result of challenging market conditions within the sector.
Medium to Long Term Outlook
The Life Sciences portfolio remains well supported by sustainable global market segments, underpinned by industry megatrends such as increased regulation, focus on health, nutrition & sustainability, and further outsourcing trends.
The Environmental business is well positioned as a global leader to capitalise on emerging contaminants, such as PFAS, following increased regulatory legislation and enforcement across the globe.
The Food and Pharmaceutical businesses maintain regional leadership positions across key verticals and geographies, with the size and scale of the global food and pharmaceutical markets presenting significant growth opportunities. Capital will be prioritised to develop leadership strongholds in high-growth markets.
Commodities
Value proposition
The Commodities division is a leading full-service provider of testing services for the global mining industry across many key business streams – Geochemistry, Metallurgy, Consulting, Mine-site Production, Inspection, Oil & Lubricants, and Coal Quality. These businesses provide a broad coverage to an extensive client base of explorers, miners, and traders.
The Commodities focused businesses provide testing and consulting services over the entire resource lifecycle from exploration, feasibility, optimisation, production, design, development through to trade and rehabilitation. The division’s strategy is to ensure all its business streams are equipped with the technical expertise and operational capacity required to provide its clients with a suite of integrated services throughout market cycles.
11 EBIT = Earnings before interest and tax. EBITDA = EBIT plus depreciation and amortisation. The terms EBIT, EBITDA, Restructuring and other items, and Underlying segment EBIT/EBITDA are non-IFRS disclosures. These terms have been presented to provide a measure of the Group’s performance before the impact of depreciation and amortisation (i.e., non-
2024 performance
| Commodities - Financial performance |
2024 ($m) |
2023 ($m) |
Variance |
|---|---|---|---|
| Revenue | 1,086.6 | 1,087.1 |
- % |
| Segment EBIT11 | 314.6 | 329.6 |
|
| Restructuring and other items11 |
4.1 | 0.4 |
|
| Underlying segment EBIT11 |
318.7 | 330.0 |
(3.4%) |
| Margin (underlying segment EBIT to revenue) |
29.3% |
30.4% |
|
| Underlying segment EBITDA11 |
383.9 | 390.3 |
(1.6%) |
| Margin (underlying | |||
| segment EBITDA to | 35.3% | 35.9% |
|
| revenue) |
The Commodities division finished the year with modest organic revenue growth of 0.3%. This was a result of an extended slowdown in mining exploration activities due to soft capital markets. The expected sample volume decline was largely offset by increased market-share, dynamic price management and further uptake of complementary value-added services by clients.
The division delivered an underlying EBIT margin of 29.3%, a decrease of 103 bps vs pcp, with FX headwinds representing 57 bps. Minerals’ margins remained above 32% for the period, which reflects the reduced cyclicality to exploration activities through downstream growth, flexibility of the cost base and increased uptake of new service offerings, e.g. highperformance method testing.
The Minerals business delivered an organic revenue decline of 2.4%, impacted by the continued slowdown of exploration activities, with sample volumes declining by 8.4%. The business minimised the expected slowdown in the period through increasing marketshare, pricing discipline, cost management, effective capacity planning and downstream activity growth. Margins benefitted through price/client mix following increased uptake of premium value-added services and additional mine-site production expansion. The Metallurgy business performed well, growing both revenues and EBIT, noting a slowdown in 2H24.
cash items) as well as that of interest and tax expenses. The calculations thereof are based on non-IFRS information and are unaudited.
2024 | Annual Financial Statements
Page 13 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
The Industrial Materials business delivered organic revenue growth of 13.2%, with growth and margin improvement achieved across most businesses. Inspections benefited from strong global commodity trading activities, Oil & Lubricants performed well and achieved market share growth (in APAC, North America and Latin America), and Coal was supported by buoyant prices and volume recovery.
The Board has determined to re-activate the Company’s previously suspended dividend re-investment plan (DRP), providing maximum future capital flexibility for the business. Eligible shareholders will be able to elect to receive the final FY24 dividend under the DRP at a nil discount to the 5-business day VWAP calculated with reference to the period post the DRP election date of 14 June (i.e. 17 – 21 June inclusive). The Dividend Record Date for the FY24 Final dividend is 13 June.
Medium to Long Term Outlook
The Minerals business is the largest provider of analytical services to the global mining industry and has demonstrated its ability to grow both market share and capacity over the years. The business has maintained the largest market share in the industry due to its superior execution, testing capabilities, geographical footprint and available capacity.
The future profitability of this business is expected to be supported by 1) a continued level of base metal demand required for clean energy transition, 2) increased level of demand for premium analytical services, 3) an agile cost base and capacity planning tools, and 4) its strategic shift into more downstream activities including new innovation & data analytics.
DIVIDENDS
Dividends paid or declared by the Company since the end of the previous financial year are:
| Cents per share Franked amount (cents) Total $m |
Cents per share Franked amount (cents) Total $m |
|---|---|
| Ordinary dividends declared and paid during the year: | |
| Final 2023, paid 6 Jul 2023 19.4 1.9 Interim 2024, paid 14 Dec 2023 19.6 3.9 Total amount |
93.9 94.9 |
| 188.8 | |
| Ordinary dividend declared after the end of the financial year: | |
| Final 2024, to be paid 2 Jul 2024 19.6 3.9 94.9 |
The financial effect of the Final 2024 dividend does not impact the financial statements for the year ended 31 March 2024 and will be recognised in subsequent financial reports. The franked components of all dividends paid or declared since the end of the previous financial year were franked based on a tax rate of 30.0%.
DEBT PROFILE
The Group’s policy of ensuring a diversity of funding sources and maturities is a key element of its management of refinancing and liquidity risks and is reflected in the following table:
| _I_n millions of AUD | |
|---|---|
| Source Maturity |
Drawn Facility Limit |
| Bank facilities USD May 2024 Bank facilities EUR Sep 2024 Bank facilities USD May 2025 Bank facilities USD May 2026 Local facilities Various US Private Placement Market Nov 2028 US Private Placement Market Nov 2030 US Private Placement Market Jul 2032 US Private Placement Market Jul 2034 |
188.3 307.2 51.3 51.3 50.0 153.6 107.2 230.4 7.4 7.4 223.4 223.4 289.5 289.5 299.1 299.1 259.0 259.0 |
| 1,475.2 1,821.0 |
The Group is party to revolving multi-currency debt facility agreements with six banks totalling USD$450 million, and separate bullet maturity EUR31 million bank facilities.
The Group has also successfully issued long-term US Private Placement (USPP) senior notes with long-dated maturities in each of November 2028, November 2030, July 2032, and July 2034 respectively. These long-term notes are fixed rate and issued in a mix of AUD, USD, EUR, CAD, and GBP currencies to permit the Group’s global cash flows and operating assets mix to be appropriately balanced by funding in similarly denominated debt.
2024 | Annual Financial Statements
Page 14 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
The weighted average interest rate attaching to all group borrowings as at 31 March 2024 is 4.3%.
The Group maintains over $530 million available liquidity, 13.0x interest coverage and weighted average debt maturity of 4.8 years as at 31 March 2024.
Since 31 March 2024, the Group has entered into new additional bilateral revolving bank facilities totalling USD300 million (AUD460.9million) which have been finalised in April 2024 (refer to note 7e). These new facilities will be used to refinance current bank debt maturing in May 2024, and also fund the acquisitions of both York and Wessling announced post year-end (refer to note 7e).
FINANCIAL POSITION
The major changes in the Group’s financial position during the year (refer to summarised balance sheet below) were the result of:
-
an increase in external loans and borrowings totalling $272.2 million, to fund investments in new business acquisitions and CAPEX, to generate strong levels of organic growth;
-
Nuvisan fair value and acquisition adjustment plus restructuring provision, together totalling $248.8 million; and
-
total dividend payments to shareholders and minority interests of $189.6 million.
The summary effect during the reporting period was:
-
an increase in net debt (excluding lease liabilities) of $152.4 million; and
-
total equity decreased by a net $181.5 million.
The Group remains committed to its strategy of maintaining a strong balance sheet throughout economic cycles as evidenced by book gearing of 49.5% (2023: 42.6%) and leverage of 2.0 times (2023: 1.8 times) as noted in the following table:
| In millions of AUD Note* |
Consolidated 2024 2023 |
|---|---|
| Trade and other receivables 2a Inventories 2c Other current assets 2h Trade and other payables 2d Total working capital Cash and cash equivalents 3a Loans and borrowings (excluding leases) 3d Fair value derivative Net debt Property, plant and equipment 2e Right-of-use assets Intangible assets 2g Net deferred tax assets 6b Investments Other assets Employee benefits Other liabilities Lease liabilities Net assets Total equity Gearing: net debt to net debt + equity |
542.9 416.6 108.5 101.3 76.7 55.8 (455.0) (346.3) |
| 273.0 227.4 |
|
| 299.9 179.6 (1,474.8) (1,202.6) (0.4) - |
|
| (1,175.3) (1,023.0) |
|
| 657.4 580.8 367.8 231.7 1,510.0 1,413.9 18.4 1.8 27.2 283.7 51.2 42.4 (86.6) (66.3) (49.3) (68.6) (396.9) (245.6) |
|
| 2,099.2 2,173.8 |
|
| 1,196.9 1,378.2 |
|
| 1,196.9 1,378.2 |
|
| 49.5% 42.6% |
- References are to notes to the financial statements
CASH FLOW
Cash conversion measured as cash generated from operations (before interest and taxes paid) vs Underlying EBITDA[12] was 91%. Underlying EBITDA[12] times interest cover was 13.0 times (2023: 16.4 times).
Capital expenditure of $151.7 million, acquisitions expenditures totalling $91.2 million, and dividends paid to shareholders and minority interests of $189.6 million drove investing and financing outflows during FY24.
12 Underlying EBIT = Earnings before interest and tax. Underlying EBITDA = Underlying earnings before interest, tax, depreciation and amortisation. The calculation of underlying EBIT and EBITDA is non-IFRS and unaudited.
2024 | Annual Financial Statements
Page 15 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
| In millions of AUD | Consolidated 2024 2023 |
|---|---|
| Underlying operating EBIT13 Depreciation & amortisation Amortisation on ROU Interest on ROU Underlying EBITDA13(pre- IFRS16 basis) Nuvisan underlying EBITDA13 adjusted for ROU lease assets and net of dividends received Working capital Other Cash flow before CAPEX |
491.8 496.4 173.9 163.4 (73.7) (68.3) (9.3) (8.0) |
| 582.7 583.5 (11.6) (14.3) |
|
| 571.1 569.2 (57.8) (31.2) 19.1 12.5 |
|
| 532.4 550.5 |
|
| Cash conversion | 91% 97% |
| Cash flow before CAPEX One-offs (cash basis) ROU payments Treasury shares Other Cash generated from operations Net interest & taxes paid Net cash from operating activities Net cash from investing activities Net cash from financing activities Net movement in cash and cash equivalents Cash and cash equivalents at 1 April Effect of exchange rate fluctuations on cash held Cash and cash equivalents at 31 March Leverage:Net debt to underlying EBITDA13 Interest cover:Underlying EBITDA_12_to net finance expense (loans & borrowings) |
532.4 550.5 (45.1) (18.0) 70.0 60.4 (6.4) (7.2) (19.1) (12.5) |
| 531.7 573.2 (181.6) (133.3) |
|
| 350.1 439.9 (226.8) (267.0) (3.1) (121.2) |
|
| 120.2 51.7 179.6 122.8 0.1 5.1 |
|
| 299.9 179.6 |
|
| 2.0 times 1.8 times |
|
| 13.0 16.4 |
MATERIAL BUSINESS RISKS
Material business risk statement
ALS recognises that the effective management of risks is a fundamental component of good corporate governance and is vital for the Company’s continued growth and success. ALS is committed to enterprisewide risk management to ensure its corporate governance responsibilities are met and its strategic goals are realised.
Our Board Audit and Risk Committee assists the Board in discharging its responsibilities to exercise due care, diligence and skill in relation to risk management and internal control systems. Our risk function is responsible for the design of our risk management framework and for supporting the implementation of the framework across the organisation.
Our risk management approach is aligned with ISO 31000:2018 Risk Management – Guidelines and facilitates a consistent and comprehensive approach to our identification, assessment, response, and communication of risks. Our risk management policy allocates responsibilities and accountabilities across all levels of the Group to maintain a culture of empowered and risk-aware decision-making in line with our risk appetite.
Material business risks (MBRs)
Our MBRs are enterprise-wide risks that could materially impact our ability to achieve our Group strategic objectives, performance targets, and/or financial results, or damage our brand and reputation.
During the year, our annual materiality assessment validated existing MBRs and identified emerging enterprise-wide risks. Our controls assurance matrix was reviewed to ensure it captured the processes utilised to measure and monitor each risk. All MBRs were reported to the Audit and Risk Committee and the Board, with deep dives undertaken on selected MBRs.
Twenty-eight MBRs were recorded in our Group Risk Register and evaluated in the context of the likelihood of occurrence and the potential threat and opportunity they pose. These MBRs are categorised under either climate and environment, corporate affairs and social performance, financial management, growth and transformation, legal and compliance, operations, people, or innovation and technology.
13 Underlying EBIT = Earnings before interest and tax. Underlying EBITDA = Underlying earnings before interest, tax, depreciation and amortisation. The calculation of underlying EBIT and EBITDA is non-IFRS and unaudited.
2024 | Annual Financial Statements
Page 16 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Climate and environment
The MBR on climate change and ESG disclosures received significant attention during the year. The widespread economic and social consequences of climate change present both risks and opportunities affecting our business and the communities in which we operate through cost impacts and operational efficiency disruptions. We continued to monitor the evolving sustainability reporting landscape and impending changes in international jurisdictions. Further information regarding our efforts is outlined within our Annual Sustainability Report (the FY2024 Sustainability Report will be available on the company website at alsglobal.com from June 2024). Possible impacts noted from a failure to appropriately manage this MBR included infrastructure damage; damage to brand and reputation; and increased energy costs. Our main mitigation measures included energy and waste savings initiatives; management of (and reduction in) GHG emissions; obtaining limited assurance of our Sustainability Report; and updating our Climate Change Strategic Plan.
Our climate and environment MBRs also focused on natural disasters, including physical risk impacts and environmental management, including natural resources efficiency and biodiversity.
Corporate affairs and social performance
Safeguarding our brand and reputation remained a core focus. As a market leader in testing and inspection services, maintaining an exceptional reputation is central to our continued growth and meeting stakeholder expectations. Possible impacts noted from a failure to safeguard our brand and reputation included loss of clients and market share; share price deterioration; challenges in raising equity; and increased employee turnover. To protect and enhance our brand and reputation, we continued to promote our Code of Conduct, which sets out the principles and expected standards of behaviour; client, community and employee engagement initiatives and feedback; monitored interactions on our social media platforms; actively participated with global ESG ratings agencies to benchmark our approach; and conducted robust quality control measures, including third-party accreditation where available. External partner risk, including the failure to uphold human rights, was also captured as an MBR.
Financial management
Political unrest remained a focus during the year given the impacts flowing from evolving economic and geopolitical headwinds threatening the industries and environments in which we operate. Common threats associated with political unrest include trade wars, sanctions and embargoes and other similar impacts and restrictions which reinforce the need to maintain corporate resilience amidst the volatile global trade landscape. Possible impacts noted as arising from a failure to manage political unrest include disruption in the provision of services; loss of assets; and closure of sites. Main mitigation measures in place included business continuity plans; local employment; regular liaison with community members and businesses; external security monitoring service advice on country political risk; regular audits of asset values in high-risk locations and minimisation of assets in at-risk locations; and periodic cash repatriation.
Treasury management aimed at addressing our exposure to liquidity risk, interest rate risk, foreign exchange risk, and credit risk (counterparty exposure), also remained a focus during the year. Possible impacts noted as arising from a failure to manage this MBR included an inability to pay debts; funding being unavailable for investments or acquisitions; and financial loss. Main mitigation measures captured included compliance with established financial risk and cash management policies; monitoring of debt levels and cash flow; holding of liquidity reserves and agreed minimum financial ratios; monitoring of interest expenses; use of hedging and leverage strategies; and monitoring of counterparty exposure.
Management of debtors and taxation management also continued to be a focus of our financial management MBRs.
2024 | Annual Financial Statements
Page 17 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Growth and transformation
Our commodities business operates in a cyclical resources sector, reinforcing the effect that changes in commodity prices can have on our business. We continued to recognise the importance of balancing the potential threats and opportunities presented by commodity market cycles, and we championed an adaptive business model that allows for scalability of services, a disciplined focus on operational costs, and close monitoring of economic trends to assist in managing this MBR. A possible impact noted as arising from a failure to appropriately manage changes in commodity prices included financial losses from a decline in sample flows. Our main mitigation measures captured included a diverse testing and inspection service offering across a range of industry sectors and geographies; continual monitoring of global commodity prices and economic trends; open and transparent client communications, including those in response to significant price fluctuations; and scaling of operations to meet demand and turnaround time.
New business development also remained a focus area enabling us to adapt and thrive within a constantly evolving competitive landscape. Possible impacts noted from failing to respond to new business development included loss of market share to competitors; decreasing productivity and efficiency; reduced margins and profits; and the inability to compete and continue to operate. Main mitigation measures noted included collaborative cross-business and functional teams to identify enhancements to existing service offerings and contemporary or novel opportunities (including potential acquisitions), and a renewed focus on strategic partnerships.
Our growth and transformation MBRs also included a focus on the management of mergers and acquisitions and the implementation of our new enterprise resource planning software system.
Legal and compliance
Given the numerous legal and regulatory frameworks we are subject to as a consequence of our geographical spread, regulatory compliance (including that relating to bribery and corruption, trade and economic sanctions, and privacy and data protection) continued to be a focus in reviewing our MBRs. Specific programs aimed at raising awareness of our legal and regulatory compliance obligations (including that relating to privacy and data protection) and the controls to which we must adhere, continued to be documented in enterprise-wide policies that are periodically reviewed and updated as required. Ongoing supplementary online and in-person training and annual compliance sign-offs from relevant managers across the Group regarding adherence with our obligations remained in place.
Possible impacts noted from a failure to manage our legal and regulatory compliance obligations include notification to, and investigation and prosecution by, regulators; loss of clients; financial penalties; loss of confidential information; loss and misuse of personal information; loss of accreditation; adverse media coverage; damage to brand and reputation; continuing disclosure of prosecutions or penalties in future tender responses; and the inability to retain employees and attract new talent. Our main mitigation measures included established reporting processes; annual compliance sign-offs by relevant managers; notification processes for updates on emerging legal and regulatory compliance obligations; internal audit activities; and training courses, including targeted education and awareness sessions.
Our legal and compliance MBRs also included a focus on mitigating fraud and compliance with ASX listing and operating rules.
2024 | Annual Financial Statements
Page 18 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Operations
As a global leader in scientific analysis and testing, we place quality management and data integrity at the core of the services we provide. Our Code of Conduct demonstrates our commitment to ethical conduct, which includes impartiality regarding quality and data integrity. Possible impacts noted from a failure to appropriately manage this MBR include potential legal proceedings for incorrect testing or the provision of incorrect results; damage to brand and reputation; adverse media coverage; regulatory inquiry and investigation; a loss of accreditation; increased insurance premiums; erosion of share price; and a decline in ESG ratings. Our main mitigation measures included documented policies and procedures covering quality management controls; laboratory quality accreditations; laboratory information management systems; and quality control team collaboration.
Health and safety management remained a focus area given the safety risks inherent in our Group operations. We championed a culture of a shared commitment to, and accountability for, the safety and well-being of our employees, contractors, and the communities in which we operate. Possible impacts noted from a failure to appropriately manage this MBR included harm caused to employees; increased regulatory investigation and prosecution; financial penalties; loss of ISO certification; and damage to brand and reputation. Our main mitigation measures captured included documented policies and standards covering health and safety risks; the appointment of specialised HSE personnel; international travel risk security advisory service; site safety risk assessments; compliance sign-offs; audit activities; mandatory HSE training.
Our continued focus on procurement and supply chain was driven by the need for agile responses to fluctuating macroeconomic factors, including complex logistics restrictions, labour and materials shortages, and the inflation and deflation cycles disrupting industries and sectors in which we operate. Possible impacts noted from a failure to appropriately manage this MBR included disruptions to the provision of services leading to a loss of clients and future work. Our main mitigation measures captured included business continuity plans, including supplier integrity reviews and redundancy planning for critical business supplies; and the provision of alternative utilities or equipment where required.
People
Our people capabilities and retention of talent remained a strong focus area as we continued our efforts to deepen our talent pool by attracting and retaining people in key roles who possess skills and experience that enabled us to leverage growth opportunities. We noted possible impacts from a failure to manage this MBR included insufficient expertise to deliver our strategic plan; sub-standard quality in service delivery; a lack of a diverse workforce; diminished sense of employee well-being; loss of corporate knowledge; and a decline in ESG ratings. Our main mitigation measures included benchmarked remuneration strategies; talent assessments and employee development plans; succession planning; leadership training and coaching; and employee engagement and benefit strategies.
Our People MBRs also included a focus on continuing to foster a safe and inclusive workplace culture and environment, providing an enriched setting to cultivate innovation and new ideas. Possible impacts noted from a failure to manage this MBR included the emergence of non-inclusive subcultures; disengaged employees; increased turnover; erosion of brand and reputation; and a decline in ESG ratings. Our main mitigation measures captured included continued promotion of the principles and expected standards of behaviour set out in our Code of Conduct; new Diversity, Equity and Inclusion initiatives, ERGs and programs; inclusive leadership training; employee engagement surveys; pre-employment screening; and a confidential and anonymous whistleblowing helpline.
Innovation and technology
Innovation remained a critical strategic focus area as we sought progressive and dynamic value-add solutions for the business challenges faced by the Group and our stakeholders. Possible impacts noted from a failure to appropriately manage this MBR included a loss of market share; decreased efficiency and productivity; reduced margins and profits; the inability to compete and continue strategic competitive partnerships. Our mitigation measures include standardised idea generation software and process workflows; and execution of our Digital Application Roadmap.
Our Operations MBRs also included a focus on the management of client and third-party contracts and fire prevention.
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Our innovation and technology MBRs included a focus on our information and operational technology digital assets, including enhancing the integrity and functionality of these assets, strengthening business continuity, and incident response controls. Our Cybersecurity MBR focused on acknowledging the Group’s reliance on information technology and operational technology, and our heightened risk exposure within the constantly evolving cybersecurity threat landscape. Possible impacts noted from a failure to appropriately manage these MBRs included disrupted service delivery; reduced workforce productivity; loss of clients; loss and misuse of confidential information; data breach notification and regulatory investigation and enforcement action; adverse media coverage; erosion of brand and reputation and share price; and a decline in ESG ratings. Our mitigation measures included mandatory cybersecurity awareness training; and documented information technology policies covering security measures, incident response and business continuity.
TASK FORCE ON CLIMATERELATED FINANCIAL DISCLOSURES (TCFD)
ALS is committed to mitigating our impact on climate change by reducing our absolute carbon emissions through programs of work completed under the remit of our Net Zero plan released FY2023. We support the voluntary disclosure recommendations established by the TCFD and consider these disclosures to be an important hallmark of overall environmental, social and governance transparency. Having regard to developments across the international regulatory and sustainability reporting landscape, we are committed to continuously improving the context and calibre of our climate related strategy, targets and performance disclosures.
Governance
The Board’s role
Governance of climate change is the responsibility of the Board, which oversees the response to climate change risks and opportunities through the Board subcommittees including the Sustainability and Innovation Committee, the Audit and Risk Committee, and People Committee.
Sustainability and Innovation Committee
The purpose of the Sustainability and Innovation Committee is to provide oversight, on behalf of the Board, of the strategies, standards, processes and practices intended to effectively manage environmental, societal and governance performance risks. Specifically, the Committee is to:
-
Consider the social, environmental and ethical impact of the Group’s activities.
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Assess and recommend to the Board, the approval of the annual Sustainability Report.
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Review and recommend to the Board, the approval of the Group Climate Change Strategic Plan (Net Zero roadmap).
-
Monitor the progress of business stream specific plans against the Group Climate Change Strategic Plan.
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Review and recommend to the Board for approval, the Group’s short, medium and long-term emissions targets and goals.
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Review the company’s performance against its sustainability scorecard including specific carbon intensity targets.
Audit and Risk Committee
The Audit and Risk Committee provides oversight of the Group’s risk profile, policies and management, including the key strategic and financial risks identified during the annual material business risk review process. Climate change is treated as a material business risk and its related risks and opportunities are incorporated into ALS’ broader corporate strategy, planning and risk management.
The Committee is responsible for:
-
Reviewing estimates and judgements needed to apply to key accounting standards including valuations, impairments and depreciation rates for assets that may be impacted by climate change.
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Monitoring external audit activities (for both financial and sustainability assurance).
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Reviewing the business strategy and the impact on the financial planning process by using climaterelated scenario analysis. Key impacts to consider include operating costs and revenues, capital expenditures and capital allocation, acquisitions or divestments, and access to capital.
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Reviewing the Company’s disclosure requirements specific to the impact of climate change on the Company’s financial statements, including oversight of TCFD reporting.
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People Committee
The People Committee supports the Board in relation to the determination of remuneration policy, the adoption of incentive plans, and various governance responsibilities related to remuneration of its senior executives. The Committee will review performance metrics to ensure these reward executives fairly and responsibly including for the effective management of environmental, social and governance(ESG) risks such as climate change.
For further information on the Board and its subcommittees, please refer to the Company’s Corporate Governance Statement which can be found on the Group’s website at alsglobal.com.
Management’s role
ALS CEO and Executive Leadership Team are accountable for our Company’s actions and commitment to embed climate change into risk management and business strategy. New and emerging risks, including those relating to climate change, are monitored periodically by an Executive Sustainability and Safety Committee, with changes to the material business risk register reported to the Board as required. executive general managers of each business stream are responsible for identifying, managing and reporting on climate risks within their business area, and implementing appropriate risk treatments where risks exceed a defined risk appetite. Our operations management team is responsible for energy efficiency and greenhouse gas emissions at each of our site locations, targeting innovation opportunities to reduce our carbon emissions.
The corporate sustainability team oversees the collection and consolidation of data and information from across the Group for the purpose of internal and external reporting. The Executive Vice President, Sustainability and Safety monitors sustainability related actions conducted in each business stream and meets regularly with a global network of HSE lead managers to help ensure effective communication and collaboration on best-practice initiatives across the Group.
Strategy and scenario planning
ALS’ climate change strategy is focussed on managing climate-related risks, identifying opportunities and reducing emissions. We take a proactive approach to managing climate-related risks and opportunities throughout the Group and prioritise those projects that achieve real emissions reduction and generate longterm financial and carbon-reduction benefits to the Company.
Time horizons
We have defined the following time horizons during our analysis:
| Timeframe | Period | Rationale |
|---|---|---|
| Short term | Now through to FY2030 |
Aligns with our 5-year Company and Sustainability Strategic Plans. |
| Medium term | 2030 to 2040 | Reflects changes from the transition and is a mid- way point of our Net Zero plan. |
| Long term | 2040 to 2050 and beyond |
The period after 2050 will reflect changes in chronic climate events. We are also committed to implementing our Net Zero plan by 2050. |
Reviewing our climate-related risks and opportunities
The following climate-related assessments have been completed to examine the impact on business, strategy, and financial planning:
Risk management workshop
The Climate Service, a division of S&P Global, was engaged to facilitate workshops with finance and sustainability teams to identify risks and opportunities relating to climate change.
A climate change risk register was developed to include both physical and transition risks, and opportunities that climate transition will present.
Risk quantification
Scenario modelling was completed based on IPCC pathways and representative concentration pathways (RCP’s). In FY2022, The Climate Service conducted scenario analysis to help us to better understand the physical and transition risks and opportunities that the Group may face. The three RCPs selected for modelling purposes were:
RCP 2.6 Very Low Emissions - This scenario assumes that emissions peak early and then fall due to the active removal of greenhouse gases from the atmosphere (sequestration, carbon capture and storage, etc). It is estimated that end-of-century increases in global mean surface temperature will be in the range of 0.9 to 2.3°C.
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RCP 4.5 Tipping Point - This scenario employs coordinated global action to limit warming and hypothesizes that concerted effort to reduce emissions will result in stabilisation of global atmospheric energy balance by 2100 and limit warming to between 1.7 to 3.2°C. This increase in average global temperature represents a tipping point whereby perturbation of the atmospheric carbon cycle becomes self-reinforcing and disturbance to ecological and natural processes continues to escalate.
RCP 8.5 Business As Usual - This scenario models increasing greenhouse gas emissions over time with no concerted mitigation efforts. Atmospheric concentration of greenhouse gases become self-reinforcing leading to widespread ecosystem disturbance and collapse. End-ofcentury increases in the global mean surface temperature are estimated to be in the range of 3.2 to 5.4 ° C.
Other data inputs included asset values from ALS’ top 150 site locations (making up 93% of total asset values including building values, plant and equipment, and gross profit), latitude and longitude, and Scope 1 and 2 emission data for each location.
Results were reported as modelled average annual loss (MAAL) and modelled average annual gain (MAAG) over decadal periods from 2020 to 2090.
Natural catastrophe modelling
ALS completed natural catastrophe modelling across all site locations. The assessment identified 12 high-risk locations.
All high-risk locations have detailed emergency response and disaster recovery plans in place (which are reviewed annually).
All ALS assets are fully insured under a global property insurance program.
Decarbonisation strategy to 2050
A roadmap to Net Zero was developed confirming ALS’s decarbonisation strategy by 2050.
A quantitative analysis of the Net Zero roadmap was completed using the Financial Impacts of Climate Form Tool which estimates the impact of implementing the Net Zero roadmap on ALS’ revenues, expenses and asset values, and the resulting impact on income statement, cashflows and balance sheet.
Scope 1 and 2 emissions were measured and reported against a 2020 baseline. Scope 3 emissions were estimated using Quantis and UK DEFRA emission factors. This assisted with quantifying the potential financial impacts and costs of our decarbonisation strategy.
Implemented carbon reduction strategies such as purchase of renewable electricity, adoption of building energy efficiency programs, installation of solar PV systems, electrification of gas ovens, and adoption of EV and hybrid motor vehicles.
Executive management review
The EVP Sustainability & Safety and Group FP&A Manager conducted interviews with each executive general manager to confirm risks and quantify opportunities associated with climate change out to 2050.
Workshops were held with Finance and Sustainability teams to confirm body of work completed to date, and review of available data including key assumptions and outcomes.
Main risks and opportunities
We recognise that unmitigated climate change represents a material risk to our business and that concerted global action is required to minimize its impact. As a material business risk, management and oversight of climate risk treatments and controls is facilitated within our enterprise risk management framework which is aligned with ISO 31000.
The Group ensures the adequacy of climate-related risk controls through ongoing consultation and collaboration with internal stakeholders from across our business, including Group sustainability and risk, Group finance, and the executive leadership team. The material risks identified from the Group’s initial scenario analysis have been summarised within the scope of physical risks and transition risks.
Physical risks
The most significant physical risk from climate change to our businesses in both the short and long-term is increasing volatility in temperature extremes (coldwaves, heatwaves) and the impact this has on our employees and our facilities. Other physical risks include coastal flooding from sea level rise and increasing frequency and intensity of extreme weather events and natural disasters. In response, the Group has updated its loss controls and HSE Foundation Standard to require facilities with an increased exposure to natural perils (modelled under our scenario analysis) to update their emergency response protocols and implement facility resilience and preparation procedures.
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Transition risks
Volatility in markets and changing client preferences is the most significant risk for the Group within the transition risk category. We have also identified that carbon policy and pricing, reputational and technology risks and litigation will increase. Each of these transition risks requires robust controls that ensure our strategic decisions are informed by timely and credible market and business intelligence.
The Group must meet the challenge of these risks by maintaining its commitment to decarbonisation and ensuring that its strategy embeds appropriate treatments and controls to bolster its market presence now and into the future. The five TIC industry megatrend themes targeted under the Group’s 5-Year Strategic Plan will secure the future of our business by maturing our resilience to sustainability related disruptors, consolidating our global presence within core market segments and diversifying our market share across emerging sustainability-related service lines.
Under ALS’ current 5-year strategic plan, we will strengthen our position as a global leader in the discipline of scientific analysis by focussing on:
-
Advancing life sciences: Continue our focus on organic and inorganic growth through service diversification and geographic expansion of capabilities within life sciences disciplines.
-
Advancing commodities: Continue our focus on optimising analytical testing methods and solutions for renewable energy metals.
-
Technology development: Foster organisational curiosity, collaboration and a culture of innovation through investment in next-generation technology that enhances resilience to industry disruptors.
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Sustainability services demand: Optimize existing portfolio of services and strategically target growth of sustainability-related services to meet changing client demands.
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Digital transformation: Implement digital best practices including the harmonization of existing digital assets through global standards and governance mechanisms, enabling operational excellence, integration and the ability to support business demand at scale.
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Energy transition and climate resilience: Commit to decarbonisation as a steward of the environment with strategic emphasis on energy transition to renewables, achieving carbon neutral operations and embedding climate resilience within our business model, operations and facilities.
Risk mitigation and resilience controls
Our risk management workshops confirmed several risk mitigation measures and resilience controls that have been implemented to address the main physical and transition risks. These are outlined below:
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| PHYSICAL RISKS | PHYSICAL RISKS | PHYSICAL RISKS |
|---|---|---|
| Temperature extremes Rating (2030) Rating (2050) |
||
| Heatwaves and coldwaves are expected to increase in frequency and intensity under climate change modelling. |
H | |
| Description of financial impacts Mitigation and resilience controls |
||
| Increasing operational and capital expenses to meet the costs of facility resilience upgrades, relocations, asset replacements or impairments and increasing insurance premiums. Business interruptions within operations or across value chain and impacts to health and safety of employees leading to reduced productivity and output. Manage acute and chronic weather impacts in contractual negotiations. Conduct natural catastrophe modelling across ALS facilities with cost-benefit analysis of facility resilience enhancement versus relocation. Ensure business continuity plans incorporate mitigation control for short- to longer-term extreme weather events. |
||
| Natural disasters and extreme weather events Rating (2030) Rating (2050) |
||
| Increasing frequency of extreme weather events (drought, wildfire, tropical cyclone, water stress, fluvial flooding and coastal flooding) and other natural disasters. L M |
||
| Description of financial impacts Mitigation and resilience controls |
||
| Reduced revenue associated with operational disruptions. Physical damage or destruction of ALS facilities and increasing operational and capital expenses to meet the costs of facility resilience upgrades, relocations, asset replacements or impairments and increasing insurance premiums. Business interruptions within operations or across value chain and impacts to health and safety of employees leading to reduced productivity and output. Conduct natural catastrophe modelling across ALS facilities with cost-benefit analysis of facility resilience enhancement versus relocation. Ensure business continuity plans incorporate mitigation control for short- to longer-term extreme weather events. |
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| TRANSITION RISKS | |
|---|---|
| Market risk | Rating (2030) Rating (2050) |
| Market shifts and sustainability-related disruptors erode | H H |
| market share and ability to compete. | |
| Description of Financial Impacts | Mitigation & Resilience Controls |
| Evolving regulatory burden for climate risk creates volatility | Leverage market intelligence and analytics tools to proactively monitor |
| across core market segments as client preferences and | changes across industry, identify emerging disruptors and inform |
| service requirements change. | strategic planning to bolster resilience of business to volatility. |
| Ineffective strategic-threat monitoring of cross-industry | Embed climate risk and sustainability-related scenario planning within |
| competitors, industry disruptors and new market entrants | client segment strategies and business plans. |
| exposes ALS to loss of market share. | Diversify exposure across markets through strategic expansion of |
| Core business assumptions inhibit innovation and capability | existing testing services and tap into emerging and adjacent |
| to expand into new and emerging markets or to diversify | sustainability markets. |
| key portfolios and client segments. | |
| Carbon pricing and policy | Rating (2030) Rating (2050) |
| Increasing carbon pricing and/or onerous | |
| policy and regulation instruments. | |
| Description of financial impacts | Mitigation and resilience controls |
| Changes in the global regulatory landscape and impact on | Establish carbon management policy to provide core guidance on how |
| carbon pricing will increase financial and non-financial costs | carbon trading is to be conducted within business. |
| of doing business, including carbon taxes and increased price for carbon offsets. |
Implement carbon management plan and establish pipeline of decarbonisation projects. |
| Failure to consider the financial and non-financial costs will | |
| impact individual business decisions if there is not a clear | Encourage operational efficiency and promote the required employee behaviours. |
| decarbonisation strategy. | |
| Create internal carbon price to promote transparency and | |
| accountability for impact of business decisions. Link GHG performance | |
| to incentive plans. |
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Table 1 (a) and (b) on the following pages summarise the estimated financial impact of our main risks and opportunities for the organisation. Based on our climate change assessments and modelling completed to date, and subsequent analysis conducted by the finance and sustainability teams, we anticipate that by 2050, there will be more upside than negative consequences associated with the impacts of climate change.
Table 1(a): Projected financial impact for key risks identified through scenario analysis.
| RCP 2.6 (0.9 – 2.3oC) RCP 8.5 (3.2 – 5.4oC) |
RCP 2.6 (0.9 – 2.3oC) RCP 8.5 (3.2 – 8.4oC) |
|
|---|---|---|
| 2030 2030 |
2050 2050 |
|
| Risk | ||
| Physical risks Temperature extreme |
||
| Coastal flooding | ||
| Drought | ||
| Wildfire | ||
| Tropical cyclone | ||
| Water stress | ||
| Fluvial flooding | ||
| Transition risks Market Carbon pricing Litigation Technology Reputation |
||
| Low (Medium\ (A$150-$400 million)\ High\ (A$400-$800 million)\ Very high\ (>A$800 million) |
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Table 1(b): Projected financial impact for key opportunities identified through risk workshops.
==> picture [476 x 460] intentionally omitted <==
----- Start of picture text -----
Opportunities 2050
Minerals Geochemistry • Increased demand for critical minerals.
• New opportunities aimed at reducing greenhouse gas emissions and
improving clean energy technologies.
Metallurgy • Increased demand for critical minerals.
• Increase services that assist refineries in developing new low-carbon
metal production processes.
Industrial Inspection • Environmental, social and governance (ESG) audits.
Materials
• Testing low-carbon footprint materials.
• Inspection services for black mass waste (Li-ion batteries).
Coal • Increased services in clean-coal technologies.
Oil and • Testing of new sustainable lubricants and coatings.
Lubricants
• Services to improve efficiency of machines and equipment.
Environmental Environmental • Development of new environmental standards/regulations.
• Assessment of environmental impact of new projects.
• Increased testing services linked to extreme weather events.
Food and Food • Testing for food safety (allergens, emerging contaminants, etc)
Pharmaceutical
• Supply chain resilience/consulting services.
• Services related to traceability of nature-based claims (e.g. farm to
fork).
Pharmaceutical • Stability testing (under changing climate conditions).
• Supply chain resilience services.
• Pharmaceutical research into climate-related health issues.
Low Medium High Very high
(A$800 million)
----- End of picture text -----
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Risk management
Risks attributed to climate change are managed through our group-wide risk management framework. The ALS Group Risk Management Program consists of the ALS Risk Appetite and Tolerance Policy and the ALS Risk Management Policy, together with a suite of enterprise risk management documents:
| Group Risk Register |
Summarises each enterprise-wide material business risk. Each register entry outlines the: • threats and opportunities of the risk • inherent, residual and target risk ratings • causes and consequences associated with the risk • existing risk treatments and proposed future treatments, where applicable • risk indicators and metrics used to monitor the risk |
|---|---|
| Risk Matrix | Categorises each MBR and indicates if the inherent risk of each MBR for the past period presents as an increasing threat, decreasing threat, increasing opportunity, or if there has been no material change in the inherent risk. |
| Risk Array Chart |
Plots the inherent (worst case), target risk (best case), and residual risk (current position) for each MBR. |
| Risk Velocity Chart |
Plots the speed of onset of each MBR against the speed or ability to respond to the risk the MBR presents. |
| Risk Report Card |
HYE and FYE summary report as to each MBR, risk indicators, and whether targets used to monitor the risk have been met. Captures inherent risk rating, residual risk rating, and target risk rating for each risk. |
| Internal Controls Assurance Matrix |
Assurance mapping of each MBR against Group internal control policy, programs and processes. Mapping of controls follows the three lines of defence model. |
| Risk Treatment Action Plans |
Risk treatment action plans are developed and documented in the Group Risk Register for each material business risk where the residual risk rating does not currently meet the target risk rating. Details additional actions required to control or mitigate the risk to target rating, identifies those responsible, and timeline for implementation. |
The Audit and Risk Board Committee reviews the full risk register at least annually, which includes a climate and environment category. Material business risks under this category include:
-
Natural disasters (including physical risk and impacts from climate change)
-
Climate change and ESG disclosures (including market risk and reputational risk)
-
Environmental management (including natural resources efficiency and biodiversity).
The Sustainability and Innovation Board Committee review all material business risks relating to sustainability. The Committee monitors and reviews risk treatment action plans (RTAP) for those sustainabilityrelated risks that do not meet the desired target risk rating. RTAP indicate the planned actions to control or mitigate the risk and identifies persons responsible for the actions within defined time frames. For FY2024, this included climate change and ESG disclosures, with the following activities being completed:
-
Further TCFD climate change analysis in accordance with TCFD and ASRS standards.
-
An RFP process to purchase new software to track and report on ESG disclosures.
-
A review of Sustainability team and obtained approval to appoint new resources in FY2025 to improve knowledge and bandwidth.
-
Collated and reported Scope 1 and 2 emissions.
-
Reviewed Scope 3 emission categories outlined in the GHG Protocol and estimated Scope 3 emissions using the UK DEFRA emission factors.
-
Implemented energy and waste saving initiatives as per Sustainability Strategic Plan.
Metrics and targets
As reporting frameworks and standards evolve, ALS continues to improve its climate-related metrics and targets. Our primary goal is to establish metrics and targets that are relevant and reliable, and that will drive performance and transparency against our climaterelated goals.
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Greenhouse gases
The Group emits greenhouse gases both directly and indirectly. It gathers a range of Scope 1 and 2 carbon emission data from all its businesses and has
commenced work to measure and validate its estimated Scope 3 data. The Group continues to improve its data collection and governance processes.
The Group’s main sources of Scope 1 (direct) emissions include emissions from the use of natural gas for heating buildings, transport fuel, and LPG for operating its sample ovens and furnaces, while Scope 2 (indirect) emissions are those associated with electricity use. Scope 3 emissions are indirect emissions (not included in Scope 2) that occur in ALS’ value chain such as purchased goods and services, capital goods, upstream transport, employee commute, waste generated in operations, and business travel.
The Group provides comprehensive data around its ESG governance, frameworks, programs, and targets within its annual sustainability report including detailed data for the Group’s greenhouse gas emissions. The FY2024 Sustainability Report will be available on the company website at alsglobal.com from June 2024.
Our decarbonisation strategy outlines the focus areas which enable us to meet our goals. Across ALS we seek to:
Targets
In FY2023 we set ambitious carbon emission reduction goals for FY2024 which included:
-
Rollout of our Net Zero roadmap.
-
At least 95% of all electricity consumed by ALS site locations to be sourced from renewable energy.
-
Maintain carbon neutrality for the ALS Group for its Scope 1 and 2 emissions.
We are pleased to confirm that all these targets have been met. ALS is committed to the following targets for carbon emissions reduction in accordance with our Net Zero roadmap:
| Greenhouse gas |
2030 | 2050 |
|---|---|---|
| Scope 1 | 78% | 95% |
| Scope 2 | 95% | |
| Scope 3 | 90% |
We are committed to achieving Net Zero carbon emissions by 2050 across Scope1, Scope 2 and Scope 3 and are committed to reducing our Scope 1 and 2 emissions by 78% by 2030.
-
Reduce demand on resources
-
Improve our operational efficiency
-
Invest in renewable energy
-
Embed sustainable procurement frameworks
-
Enhance the efficiency of our assets
-
Where mitigation measures are not available or practical, offset residual carbon.
Scope 1
Our Scope 1 emissions are mainly from our vehicle fleet, facility heating and from ovens and furnaces. We are committed to reducing the combustion of fossil fuels in each of these categories through efficiency improvements and electrification of these activities.
We estimate most of the reduction in emissions from building heating will occur in the 2030–2045 period. This timeframe is in line with The International Energy Agency Net Zero by 2050 Roadmap, as the Global Energy Sector estimates that 50% of building heating demand will be met by heat pumps by 2045.
We have considered country-level commitments to banning fossil fuel powered cars and light commercial vehicles, the availability of suitable vehicles and charging infrastructure and vehicle-use patterns in our plan to electrify our fleet with a target of 30% electric, hybrid, or low emission vehicles by 2030. We are forecasting that most of our near-term Scope 1 reductions will be achieved by reducing the consumption of gas in ovens and furnaces by increasing efficiencies and also by transitioning from gas to electricity.
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Scope 2
We are committed to increasing our purchase of renewable electricity. In FY2024, we surpassed our target of purchasing >95% renewable electricity and are pleased to report our operations in over 30 countries posted EAC purchases equivalent to 100% of their annual electricity consumption. ALS will maintain the FY2025 Group target for renewable electricity at 95% or greater. Our Green Building Program will also contribute to our ongoing efforts to increase energy efficiency and reduce Scope 2 emissions.
Scope 3
Our current estimate of Scope 3 emissions is calculated using a spend based methodology and UK DEFRA emission factors. This estimation is a preliminary step in our efforts to develop a full understanding of our value chain emissions and informs us that Scope 3 are a significant component of our total GHG emissions. We are committed to improving the accuracy our Scope 3 measurements in FY2025.
In FY2025, we will closely analyse Scope 3 categories to identify the subcategories that emit the most GHGs and work with our suppliers, employees and industry to improve the accuracy of our calculations, and further develop targeted strategies to address these emissions.
Outlined below is a diagrammatic representation of our Net Zero roadmap for our Scope 1,2, and 3 emissions.
Performance Incentive Plan
ESG metrics are included in the short-term incentive scheme for the CEO and all executive managers. ESG metrics are selected by the Board of Directors in line with the company’s sustainability strategic plan and include Code of Conduct compliance, health and safety scorecards, and carbon management programs.
The Group’s strategic and pragmatic approach to managing climate-related risks and opportunities will ensure we continue our path towards decarbonisation and meet the expectations of clients and stakeholders to preserve our market position as a preferred leader and sustainability partner in the TIC industry.
==> picture [440 x 416] intentionally omitted <==
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ENVIRONMENTAL REGULATION
The Group is committed to complying with environmental legislation, standards and codes of practice relevant to the particular business in the areas in which it operates. Several hub laboratories are regulated under state and local government legislation, predominately for their hazardous waste generation and disposal. Each hub laboratory holds a current licence and or consent from the relevant environment protection authority or local council where required.
Environmental management
As part of the Group’s compliance program, environmental matters are reported on monthly by all divisional managers. In addition, internal sign-offs are completed by all managers on a yearly basis, reporting on performance against relevant environmental legislation and key environmental risks in their area of operations. Aside from complying with local legal requirements, each site location across the world operates under the corporate health safety and environment foundation standard which sets out 17 key standards including identification and management of key environmental risks, emergency planning, reporting environmental incidents and completion of regular audits.
Initiatives
There were many environmental initiatives implemented during the year across the Group. These are explained in detail in our Sustainability Report for FY2024, a copy of which can be found on our website.
Performance against environmental compliance requirements
There were no material breaches of environmental statutory requirements during the reporting period. Internal and external audits and internal reporting and monitoring have indicated a high level of compliance with site licence conditions, relevant legislation and corporate minimum standards.
-
every person and employee who is or has been an officer of the Company or of a Group entity where requested to do so, including a director or secretary, against any liability (other than for legal costs) incurred by that person or employee as an officer of the Company or of a Group entity (including liabilities incurred by that person or employee as an officer of the Company or of a Group entity where the Company requested that person or employee to accept that appointment).
-
every person and employee who is or has been an officer of the Company or of a Group entity where requested to do so, including a director or secretary, against reasonable legal costs incurred in defending an action for a liability incurred by that person or employee as an officer of the Company or of a Group entity (including such legal costs incurred by that person or employee as an officer of the Company or of a Group entity where the Company requested that person or employee to accept that appointment).
Insurance premiums
During the financial year, the Company paid insurance premiums in respect of Directors’ and officers’ liability and personal accident insurance contracts, for current and former Directors and senior executives, including senior executives of its controlled entities. The current Directors are listed elsewhere in this report. The insurance relates to:
-
costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and
-
other liabilities that may arise from their position, except conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.
It is a condition of the policies that premiums paid, and terms and conditions of the policies are not to be disclosed.
STATE OF AFFAIRS
INDEMNIFICATION AND
INSURANCE OF DIRECTORS
AND OFFICERS
Indemnification
Under its Constitution, and by resolution of the Board, the Company has agreed to indemnify to the extent permitted by law and the Corporations Act 2001:
Changes in the state of affairs of the Group during the financial year resulted from its continued strategy of business expansion and diversification.
In the opinion of the Directors there were no other significant changes in the state of affairs of the Group that occurred during the financial year under review not otherwise disclosed in this report or the consolidated financial statements.
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A letter from the chairman – unaudited
Dear Shareholders
On behalf of the ALS Limited Board (the ‘Board’),I am pleased to present our Remuneration Report outlining the remuneration of the Group’s Key Management Personnel (‘KMP’).
While an Australian listed company, ALS operates globally, with most of our workforce, clients and operations located outside of Australia, including most of our Senior Executive Team and 37% of our Board members. As we compete globally for talent and market share, the Board reviews our remuneration framework to ensure an appropriate balance which allows us to effectively compete to attract, motivate and retain key global talent.
ALS delivered a solid financial performance in FY24. Revenue from continuing operations increased 6.8%, however underlying net profit after tax decreased 1.3% reflecting challenging market conditions across the business. These results were driven by strong overall performance, particularly within the Minerals segment and the Environmental business, while also pursuing a growth agenda and maintaining a focus on our people, safety, and sustainability. It was disappointing to require an impairment of our investment in Nuvisan. However, we believe achieving full ownership will enable us to restructure the business and create longer term value for shareholders, while also providing a platform for growth in the pharmaceutical sector.
Strong cash conversion and an overall improvement in working capital maintained our strong balance sheet and despite the challenging market conditions, dividends paid to shareholders decreased only marginally by 1.3% over the previous year. Our liquidity remains solid, and our leverage ratio is within the range stated in our strategic plan, supporting the company’s growth.
During FY24, we maintained carbon neutrality[14] and the Board approved the roadmap to achieve Net Zero[15] by 2050, reflecting our strong commitment to the continued investment in a comprehensive ESG (environment, social and governance) program.
The company welcomed new leaders in key roles during the year, including Mr. Stuart Hutton, Chief Financial Officer, as a KMP. Mr. Hutton joins the Company as a proven ASX CFO with over 20 years’ experience in finance leadership and strategy delivery in global organisations headquartered in Australia.
Under the leadership of new CEO Malcolm Deane, the executive team presented a refreshed FY29 strategic roadmap, which sharpens our focus and extends our rigour around the strategic choices that will best position ALS to succeed. As recently announced, this FY29 refreshed strategy includes an updated approach to the value creation framework and shows that the company is targeting from FY25 onwards, mid to high single digit organic revenue growth, steady improvement in terms of margin and strong ongoing cash generation. When combined with a sensible targeted gearing range of between 1.7 to 2.3 times, ALS will have the balance sheet power to deliver on its growth ambitions and returns to shareholders.
We remain positive about the future of ALS and continue to make progress towards the strategic plan objectives. Overall, our portfolio is well balanced and is expected to continue to benefit from secular growth trends, in particular decarbonisation, outsourcing, and increased regulation and enforcement, with a clear focus on delivering sustainable growth and aligning the portfolio to robust growth in our end markets.
14 For Scope 1 and 2 emissions against the FY2020 baseline.
15 Net Zero target is to reduce absolute Scope 1 and 2 emissions by 95% and Scope 3 emissions by 90% by 2050 against a baseline of FY2020.
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
FY23 Remuneration Report
The Board acknowledges the message conveyed by a portion of our shareholders voting at the 2023 AGM that resulted in a ‘strike’ against our FY23 Remuneration Report. We also acknowledge the concern some shareholders expressed regarding the level of LTI payments to the former CEO, and the use of discretion in relation to STI and retention awards to secure the continued service of two key executives, who were part of our succession planning, to ensure management stability during the CEO transition period.
Since the strike, the Board reached an agreement with the former CEO whereby he forfeited his outstanding rights under the Company’s LTI schemes. In return, he was awarded a reduced non-compete period that has not adversely affected the Company. With respect to the two KMP who were granted retention awards, the former CFO, Mr. Luis Damasceno left the Company on 19 January 2024 to pursue other opportunities, without receiving any retention payment. In consideration of Mr. Damasceno’s contribution during his tenure with ALS, the Board approved the vesting of service rights held by way of deferred STI from FY22 and FY23 and the vesting of the performance rights outstanding under the FY21 LTI scheme which will vest in July 2024. No other benefits have been granted in favour of Mr. Damasceno. The retention award granted to Mr. Andreas Jonsson remains in place but will roll-off in the next 12 months. Due to the performance of Nuvisan during FY24, and in light of the impairment of our investment, Mr. Jonsson will not receive an STI payment in relation to FY24.
FY24 Remuneration Outcomes
Fixed remuneration and framework changes
In FY24, KMP (other than the CEO) received fixed remuneration increases of between 4-5% as outlined in our FY23 Remuneration Report. In addition, following benchmarking of the role of EGM Environmental during the year, the Board determined to increase the fixed remuneration of Mr. Kilmister to AU$683,949 to reflect the global scope of the role. The STI opportunity increased in FY24 for most KMP from 60% to 70% at target. The incentive opportunities available to KMP in relation to performance in FY24 are detailed in Table 4. The FY24 remuneration arrangements of the CEO were announced to the ASX in May 2023 and detailed in our FY23 Remuneration Report.
Short Term Incentives (STI) - outcomes
Our performance against the Financial, Strategy and ESG KPIs, resulted in commensurate STI outcomes for the KMP for FY24 ranging between 0% and 74% of maximum opportunity, demonstrating alignment between performance and reward. A good financial performance in the face of geopolitical unrest and inflationary forces, strong safety and sustainability outcomes, and very good progress against key strategic objectives, drove the higher STI outcomes. The Board exercised its discretion in relation to the STI award to Mr. Jonsson by reducing his award to nil to reflect the poor performance and impairment of Nuvisan. The STI award of new CEO, Mr Deane was also adjusted downwards, albeit noting that he was not CEO at the time of the acquisition and has taken decisive action in relation to Nuvisan since taking the CEO role.
Long Term Incentives (LTI) - outcomes
As a result of sustained performance against each of the four performance hurdles over the three-year performance period, the 2021 LTI Awards will vest at 97%. Achievement at this level of target performance reflects a balanced and consistently robust performance against EPS, relative EBITDA (versus peers), relative TSR (versus ASX100) and ROCE performance measures.
Non-Executive Directors
Non-executive Director (NED) base retainer fees increased by 4.5% in FY24, reflecting CPI increases to remuneration across the group.
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Changes for FY25
Following comprehensive external and internal benchmarking, the Board has approved remuneration adjustments in FY25 for the KMP. These adjustments range from a 0-4% increase to fixed remuneration for all KMP other than the CEO, and an increase in STI target from 60% to 70% of fixed remuneration for the EGM Minerals. Recognising his strong performance in his first year as CEO, the Board determined to increase the fixed remuneration of the CEO, Mr. Deane from US$910,600 to US$1,000,000, his allowances remain at US$140,000. There will be no change to his STI or LTI opportunity which will remain at 70% and 150% of fixed remuneration respectively. The Board continues to review both STI and LTI targets to ensure that they remain challenging and are aligned to the strategic objectives of ALS.
Finally, shareholder approval will be sought at the 2024 AGM to increase the Non-executive Director (NED) fee pool to AU$2.5M to enable an additional director and accommodate future fee increases. External benchmarking confirms that this cap is at the median of market comparables, and any future fee increases for NEDs shall be determined in a similar fashion. Current market benchmarking indicates the FY25 total NED fees should lie in the range of AU$2.0-2.2M
Thank you for your ongoing support of ALS and supporting our remuneration practices as our unique business continues its growth and evolution. We look forward to engaging with you at our 2024 Annual General Meeting.
Yours faithfully,
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Bruce Phillips Chairman
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Remuneration Report – audited
OUR GLOBAL BUSINESS AND KEY MANAGEMENT PERSONNEL
Although listed on the ASX and headquartered in Brisbane, Australia, we now operate in more than 70 countries with a total of over 19,000 staff worldwide.
The graphic below shows our locations and an approximate breakdown of the Groups revenue by region and the location of our staff and executive KMP.
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----- Start of picture text -----
AMERICAS
EMENA
Revenue $999.8m
Staff 7,120 Revenue $594.1m
Staff 5,311
KMP 2
KMP 1
AFRICA
ASIA PACIFIC
Revenue $57.6m
Staff 779 Revenue $810.1m
Staff 6,355
KMP 2
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FOR THE YEAR ENDED 31 MARCH 2024
Table 1 below sets out the details of each KMP in FY24:
| Name | Position | Term as KMP in 2023–24 |
Location |
|---|---|---|---|
| Non-Executive Directors | |||
| Bruce Phillips | Chairman of the Board / Chair of Nominations Committee Member of Sustainability and Innovation Committee / Member of Nominations Committee Former Chair of Sustainability and Innovation Committee / Member of Audit and Risk Committee / Member of Nominations Committee Member of People Committee / Member of Audit and Risk Committee / Member of Nominations Committee Chair of Sustainability and Innovation Committee / Member of People Committee / Member of Nominations Committee Chair of the Audit and Risk Committee / Member of Sustainability and Innovation Committee / Member of Nominations Committee Member of Audit and Risk Committee / Member of Sustainability and Innovation Committee / Member of Nominations Committee Deputy Chairman / Chair of People Committee / Member of Nominations Committee Member of Nominations Committee |
Full Year Full Year Ceased 7 June 2023 Full Year Full Year Full Year Full Year Commenced 7 June 2023 Commenced 1 March 2024 |
Australia Australia Australia Australia USA USA Switzerland Australia Australia |
| John Mulcahy | |||
| Charlie Sartain | |||
| Tonianne Dwyer | |||
| Siddhartha Kadia | |||
| Leslie Desjardins | |||
| Peter Possemiers | |||
| Nigel Garrard | |||
| Erica Mann | |||
| Executives | |||
| Malcolm Deane | Chief Executive Officer and Managing Director Executive General Manager, Food & Pharmaceutical Executive General Manager, Minerals Executive General Manager, Environmental Former Chief Financial Officer Chief Financial Officer |
Full Year Full Year Full Year Full Year Ceased 19 January 2024 Commenced 1 February 2024 |
USA Sweden Canada Australia USA Australia |
| Andreas Jonsson | |||
| Bruce McDonald | |||
| Tim Kilmister | |||
| Luis Damasceno | |||
| Stuart Hutton |
TABLE 1
2024 | Annual Financial Statements
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FOR THE YEAR ENDED 31 MARCH 2024
SNAPSHOT OF FY24
Organisational performance
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Revenue $2,586.0m 6.8% Underlying EPS 65.4c 1.4%
Underlying EBIT $491.8m 0.2% Underlying EBIT margin 19.0% 125bps
Underlying NPAT $316.5m 1.3% Dividends per share 39.2c 1.3%
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- EBIT = Earnings before interest and tax. The terms Underlying and EBIT are non-IFRS disclosures . These have been presented to assist in the assessment of the relative performance of the Group from period to period. The calculations thereof are based on non-IFRS information and are unaudited.
Executive variable remuneration outcomes
The below chart summarises the variable remuneration outcomes for the CEO and all Executives (on average) during FY24.
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STI (% of maximum) LTI (% of maximum)
58%
CEO
97%
40%
Other KMP (Average)
97%
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2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Actual pay of Executives in FY24
Table 2 below lists Total Fixed Remuneration (TFR), and other remuneration received by all Executives in relation to the financial year ending March 2024.
This information differs from that provided in the statutory remuneration Table 21 disclosed later in this report, which shows the accounting expense of remuneration in respect of each year, determined in accordance with accounting standards rather than the value of remuneration (including LTI grants that vested) received during the year.
FY24 Remuneration received and due (non-IFRS & non-audited):
| In AUD | ||||||
|---|---|---|---|---|---|---|
| Total cash | Equity vested | Total remuneration | ||||
| Directors: | TFR and allowances | STI(a) |
payments received | during year(b) | received | |
| Executive Director | ||||||
| Malcolm Deane(c) | 1,578,547 | 596,351 | 2,174,898 |
172,094 | 2,346,993 | |
| Continuing | ||||||
| Executives | ||||||
| Bruce McDonald(c) | 571,286 | 159,990 | 731,275 | 515,895 | 1,247,170 | |
| Andreas Jonsson(c) (e) | 753,808 |
- | 753,808 | 389,886 | 1,143,694 | |
| (f) | ||||||
| Tim Kilmister | 617,392 | 325,009 | 942,401 | 282,119 | 1,224,520 | |
| Stuart Hutton(f) | 125,000 | - | 125,000 |
- | 125,000 |
|
| Sub-total: | 3,646,033 | 1,081,350 | 4,727,383 | 1,359,994 | 6,087,377 | |
| Continuing | ||||||
| Executives | ||||||
| Former Executive | ||||||
| Director | ||||||
| Raj Naran(d) | - | - | - | - | ||
| Former Executive | ||||||
| Luis Damasceno(c)(f) | 783,107 | - | 783,107 |
527,286 | 1,310,394 | |
| Total All Executives | 4,429,140 | 1,081,350 | 5,510,491 | 1,887,280 | 7,397,771 |
TABLE 2
(a) Accrued STI cash component for FY23 paid in FY24.
(b) Performance Rights are granted annually under the LTI Plan to Executives. The amounts above represent the value of Performance Rights granted Performance Rights are granted annually under the LTI Plan to Executives. The amounts above represent the value of Performance Rights granted in 2020 which vested on 1 July 2023 during the year. It is calculated as the number of shares allocated to Executives multiplied by the $11.16 5- day VWAP of ALS Limited shares on the vesting date. Deferred service rights are granted annually under the STI Plan to Executives. The amounts above represent the value of Service Rights granted in 2021 which vested on 1 July 2023 during the year. It is calculated as the number of shares allocated to Executives multiplied by the $11.16 5-day VWAP of ALS Limited shares on the vesting date..
(c) Mr. Damasceno, Mr. McDonald, Mr. Deane, and Mr. Jonsson were employed outside Australia. Relevant portions of their salaries, STI and pension benefits have been converted into Australian dollars above using applicable average FX rates.
(d) The remuneration information disclosed for Mr. Naran does not include any benefits associated with his termination. As part of the separation agreement between Mr. Naran and the Group, Mr. Naran received:
i) Cash payment of US$1.06 million being 12 months Total Fixed Remuneration paid over 12 months.
ii) Continuation of certain health and other benefits for 12months to the value of US$138,161.79. Cash payment of US$391,256 being outstanding Service Rights under STI deferral schemes from prior years.
(e) Mr. Jonsson’s TFR includes his statutory pension of $79,000. Which has been reduced from previous years, due to changes in Swedish pension law.
(f) Mr. Hutton, Mr. Jonsson and Mr. Damasceno did not receive STI benefits in relation to FY24.
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Executive Remuneration Framework
Our remuneration strategy
ALS Group Vision
To be the global leader in the discipline of scientific analysis in pursuit of a better world for all. Our goal is to use the power of testing to solve complex challenges, serve clients with data-driven insights for a safer and healthier world, and to provide a workplace that enables our diverse staff the opportunity for growth and positive engagement in a safe, inclusive environment to achieve sustainable growth and shareholder value creation.
Translated into Group Strategy and developed into group structure, plans and policies:
Group Strategy
The Group’s five-year Strategic Plan drives all activities in the business. Each year an annual business plan is prepared for each Business Unit which examines the components that will need to be achieved during the year; and longer-term goals are recalibrated and adjusted as required.
The Group’s five-year Strategic Plan is translated to the remuneration strategy that will assist the Group in achieving its financial and other business goals
- Transparent link to individual performance and tied to strategic outcomes.
Executive Reward Strategy
-
Set at 1 April each year and reviewed annually in response to internal and external changes to ensure the benefits of Executive motivation, attraction and retention are achieved.
-
Reasonable, fair, and equitable while providing a sustainable platform for growth.
Delivered through the Fixed and Variable (STI and LTI) remuneration components
Fixed Remuneration
-
Executives are paid a salary plus superannuation/pension benefits (based on local laws) (collectively, TFR ) which is not performance tested. Executives may also receive other allowances.
-
TFR reflects an Executive’s unique qualities (role, responsibilities, experience, location, internal relativities etc) and is reviewed annually to ensure competitiveness in a tight global talent market.
STI KPIs reward financial, operational, strategic, ESG and HSE outcomes:
-
Annual plan providing Executives the opportunity to earn STI subject to key performance indicators (KPIs), where awards are paid 70% in cash and 30% is deferred to service rights.
-
Each Executive has a tailored set of financial and non-financial KPIs set for their role.
Short Term Incentive (STI)
- The Group achieving a minimum NPAT target acts as a gateway to any STI becoming payable, after which the payment of non-financial KPI’s is subject to Executives achieving a minimum financial threshold value. Payment of the CEO’s non-financial KPI’s are tied to the NPAT gateway. The plan allows for increased STI payments for exceptional performance via an “Outperformance” opportunity, which allows participants to earn up to 150% of their STI target quantum.
The LTI is contingent on multiple performance measures to ensure sustainable performance and aligns key executives’ financial outcomes with Shareholder interests over the long term:
- Grant of performance rights each year, vesting based on the Group’s 3-year performance.
Long Term Incentives (LTI)
- Four equally weighted hurdles are tested: (1) EPS Growth; (2) TSR (relative against ASX 100 peers); (3) EBITDA Margin (relative against industry peers); and (4) ROCE.
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Remuneration is designed to align executive reward to growth in shareholder value:
STI Financial KPIs incentivise financial growth against last year’s performance to pay out 100% at target, while non-financial KPIs are aligned with operational and/or strategic objectives aimed at creating longterm shareholder value.
Alignment with Shareholders
Use of four equally weighted LTI hurdles (two relative and two absolute) with performance assessed over a 3-year performance period promotes sustainable performance, with global and local peer performance comparisons for balanced assessment.
Remuneration partly received in equity with 2- and 3-year vesting windows combined with mandatory shareholding requirement for retention and to align Executives with shareholder experience.
Strengthened through robust governance and operational risk management:
-
A Board of Independent Directors (advised by Board Committees and specialist advisors) has full discretion over all reward components and final remuneration outcomes.
-
Governance & • Specific risk-focused elements play crucial roles in Executive remuneration, including (1) STI deferral and
-
Risk Management variable remuneration clawback provisions for Malus and Code of Conduct circumstances; (2) specific Code of Conduct KPIs in the STI; and (3) financial gateway ensuring affordability of the STI.
For an illustration of ALS’ remuneration, see the ‘’Governance Structure’ section.
TABLE 3
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Remuneration mix
The following graphs show the target and maximum remuneration mix of the CEO and Other Executives (on average) in FY24:
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The following table shows the incentive opportunities available to KMP in relation to performance in FY24.
At Risk Remuneration
| Short-Term Incentive Opportunity Long-Term Incentive Opportunity % of Fixed Remuneration |
|
|---|---|
| Name | |
| Threshold Target Outperformance |
|
| Andreas Jonsson | 32% 70% 105% 110% 32% 70% 105% 110% 27% 60% 90% 110% 32% 70% 105% 150% |
| Tim Kilmister | |
| Bruce McDonald | |
| Malcolm Deane | |
| Awarded in cash with 30% of total payment awarded in Service Rights 3-year vest |
Table 4
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
THE LINK BETWEEN PERFORMANCE AND REWARD
Organisational performance
The financial data in respect of the current and previous four financial years, and its relationship to Executive pay, is set out below:
| is set out below: | ||||||
|---|---|---|---|---|---|---|
| Measure of financial performance | Fluctuation in financial performance | millions of AUD | ||||
| is reflected in Executives' pay via: | 2024 | 2023 | 2022 | 2021 | 2020 | |
| Underlying profit* attributable to equity holders of the Company |
STI gateway, STI KPIs and LTI financial hurdles |
316.5 | 324.2 | 264.2 | 185.9 | 188.8 |
| Profit / (loss) attributable to equity holders of the Company |
STI gateway, STI KPIs and LTI financial hurdles |
12.9 | 291.2 | 190.5 | 149.0 | 127.8 |
| Dividends paid or payable | LTI TSR hurdle | 189.8 | 192.2 | 158.4 | 111.4 | 84.9 |
| Share price at balance date | LTI TSR hurdle | $13.13 | $12.36 | $13.40 | $9.68 | $5.56 |
Underlying profit (from both continuing and discontinued operations) is a non-IFRS disclosure and is_ _Table 5* unaudited.
To assist with understanding how our shareholders’ continued investment in ALS has performed relative to other options open to them, the chart below shows ALS’ share price performance versus:
-
Global listed competitors of ALS in the testing, inspection, and certification industry; and
-
The ASX 100 – being the comparator group for the purposes of testing the LTI’s rTSR hurdle.
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2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
FY24 STI outcomes
The STI outcomes reflect ALS’ performance for the year as set out above and in the Chairman’s letter. KPIs were designed to align the organisation around the key drivers of future success for the Group as well as building organisational capability and driving our sustainability strategy.
The CEO’s STI outcome for FY24 was 58% of maximum opportunity and the average outcome across the other Executives was 40%. Executives’ KPI (Key Performance Indicators) achievements are broken down in more detail in Table 6 below. See Table 7 for the STI outcomes in overall monetary and percentage terms.
Before confirming STI outcomes, the Board confirmed that both the Group’s minimum Underlying NPAT gateway ($288.1 million) and individual Threshold Financial KPIs had been achieved for KMP.
| achieved for KMP. | |||||
|---|---|---|---|---|---|
| Component Details of the measures used in each component Weighting (% of STI opportunity) |
Applicable to: | Achievements Outperfor mance Outcome for Shareholders Vesting outcome Threshold Target -10% +10% |
|||
| Financial Group / Business Unit performance For Executive KMP, the financial hurdles are set within the Executive’s sphere of control. The performance KPIs for FY24 were: • For the CEO and CFO - overall Group Underlying NPAT results. • For other Executive KMP – to ensure a group impact as well as focus on the areas within the Executive’s sphere of control, performance measures were split between Group Underlying NPAT and Underlying EBIT of their respective business unit. 55% |
UNPAT of $316.5million fell short of UNPAT target of $320.1 million. Minerals business performed strongly, primarily driven by margin resilience based on market share growth and price leadership. Environmental business achieved outperformance, due to strong market share gain in key geographies and pricing discipline. Food & Pharmaceutical did not meet threshold performance due to challenging economic conditions in Europe and slowdown in funding conditions in the pharma market. Average: 32%/55% |
||||
| Group Minerals |
|||||
| Environmental Food & Pharmaceutical |
|||||
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
| Non-Financial | Strategy Executive KMP were also assessed against their contribution to and performance against ALS’s strategic goals. This included: • Strategy implementation • Total Margin Improvement • Market Share Growth • Integration of new acquisitions 20% Group Achieved Market share expansion in Environmental and Minerals. Refreshed strategy that was released to the market during May 2024. Completed eight of acquisitions during FY24 plus announcement of acquisition of Wessling and York. Completed strategic review of Nuvisan, with final outcome of acquisition of 51% of Nuvisan stake. Solid organic growth in Industrial Materials, Environmental & Food. Expansion of Environmental and Minerals (core businesses), through a combination of new service offerings, price discipline and outstanding client service. ALS being one of the global leaders in both businesses. As per the acquisition strategy, executed 8 acquisitions with additional revenue of $165 million for the next 12 months. Minerals’ margin resilience driven by expansion in downstream and price leadership. Margin expansion in the Environmental, Industrial Materials and Food businesses. Expanded geographic reach and service offering through strategic bolt on acquisitions. Completed acquisition of 51% of Nuvisan at zero cost for the organisation. Average: 12% / 20% |
|---|---|
| ESG This component focuses Executive KMP on objectives in connection with the Group’s sustainability goals. This included: • Commitment to ALS climate strategy • Maintain carbon neutrality for Scope 1 and 2 emissions. • Assess Scope 3 emissions and confirm baseline for ALS Group • Promotion of community engagement initiatives • Refreshed DE&I Framework • OHS positive performance indicators 10% Group Achieved Commitment to ALS climate strategy on track with Net Zero Climate Change Strategy. Achieved 59% reduction in Scope 1 and 2 emissions against 2020 baseline. Carbon neutrality maintained for Scope 1 and 2 emissions for FY24. Scope 3 emissions calculated using UK DEFRA emission factors. Confirmed Scope 3 emissions equate to 280,000 Tonne of CO2 equivalents. Community engagement completed within each Business Stream and Region under the ALS Science Education Program and ALS Workplace Giving Program, as featured in the FY24 Annual Sustainability Report. Focus on ESG measures continues to underpin our culture and the long-term sustainability of our business. By implementing refreshed DE&I policies and programs, management ensures that the company is able to attract and retain top talent. Likewise, companies with strong DE&I frameworks increase the financial return in comparison with the industry medians. Average: 7% / 10% |
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
| New DE&I Framework released as outlined in FY24 Annual Sustainability Report. Achieved a score of 124.3 points against the target of 90 points for ALS Group PPI scorecard. Delivered a record low TRIFR of 0.95, which is Industry leading safety performance (better than all our major peers). |
|
|---|---|
| Organisational Capability • Actively promote entrepreneurism alongside operational excellence as an organisational culture. Demonstrate actions to foster the strengthening of an innovation incubation methodology, increasing opportunity for automation technologies and the enhancement of ALS data analytics capabilities. • Succession planning • Improve employee engagement. • Gender representation initiatives • Implement Leader development programs 15% Group Achieved Expansion of succession pipeline of the organization, identifying critical roles and talents globally. Develop individual development plans for key talent and career plans. Promote female diversity across the organization, achieving 45% female representation in management and leadership positions. Promote diversity and inclusion, including launching new global ERG groups. Improve overall employee engagement by 2.8% with a record high participation of employees in the global survey. Under the new organisational structure announced during FY23, the company is now able to focus on leveraging global opportunities connected to the extended footprint, by optimising the operational models and enhancing the added value proposition to our clients. This will allow the company to achieve its strategic plan objectives for FY27. Fostering an environment where diverse perspectives, experiences, and ideas converge, fuels innovation and drives positive outcomes for shareholders. By embracing diversity of thinking, we tap into a reservoir of creativity and problem- solving capabilities. This not only enhances the company's reputation and competitiveness but also expands its market opportunities and profitability. A more engaged workforce increases productivity, promotes innovation, and reduces overall turnover. Average: 8% / 15% |
TABLE 6
2024 | Annual Financial Statements
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FOR THE YEAR ENDED 31 MARCH 2024
Table 7 below illustrates the STI outcomes above for each Executive in overall monetary and percentage terms.
| Total cash STI included in remuneration |
Total deferred equity STI awarded Total STI awarded Total STI awarded vs TFR and allowances received Total STI awarded vs max STI opportunity |
Total STI forfeited vs max STI opportunity |
|---|---|---|
| Executive $(a) |
$(b) $ %(c) % |
%(d) |
| Malcolm Deane 596,351 Bruce McDonald 159,990 Andreas Jonsson(e) - Tim Kilmister 325,009 Stuart Hutton(e) - |
255,579 851,930 54% 58% 68,567 228,557 40% 47% - - - - 139,290 464,299 75% 74% - - - - |
42% 53% - 26% - |
| Former Executive | ||
| Luis Damasceno(e) - |
- - - - |
100% |
TABLE 7
(a) Amounts included in remuneration for the financial year represent the STI cash components which vested in the financial year based on the achievement of personal goals and satisfaction of specified performance criteria.
(b) STI announced to be paid in Service Rights to be granted in FY24. These values are included in the values of share-based awards in Table 21 and the remuneration mixes detailed previously and Financial Statements note 8a for details.
(c) TFR includes pension fund contributions and travel allowances.
(d) The amounts forfeited are due to the performance or service criteria not being met in relation to the financial year.
(e) Mr. Hutton, Mr. Jonsson and Mr. Damasceno did not receive STI benefits in relation to FY24.
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
2020 LTI Award vesting outcomes
Achievements against each of the hurdles for the 2021 LTI award assessed over the 2021-2024 performance period is set out in more detail below.
| Hurdle and weighting |
Achievement Details Vesting % |
|---|---|
| EPS Growth 25% |
Vesting under this hurdle required a minimum threshold of a 6% p.a. increase for 12.5% of Performance Rights to vest, with maximum vesting of 25% achieved for a 10% p.a. or higher increase (straight line vesting in between). The compound annual growth rate in the Group’s diluted underlying EPS over the three-year period to March 2024 was 19.3% p.a. (from 67.1 cents to 65.4 cents). This outcome is above the maximum target threshold of a 10% per annum increase resulting in maximum vesting. 25% |
| EBITDA Margin 25% |
Vesting under this hurdle required a minimum threshold of 50thpercentile performance against the TIC industry peer comparator group for 12.5% of Performance Rights to vest, with maximum vesting of 25% achieved for 75thpercentile or higher performance (straight line vesting in between). The underlying EBITDA margin achieved by the Group over the three-year period to March 2024 was 25.88%. As shown below, this placed the Group at the 100thpercentile and ranked first within the comparator group which is above the maximum target threshold of the 75th percentile resulting in maximum vesting. Company Currency Cumulative underlying EBITDA (m) Cumulative Revenue (m) EBITDA Margin % Rank Percentile ALS AUD 1,861 7,189 25.88% 1 100% Eurofins EUR 4,778 19,945 23.96% 2 85.71% SGS CHF 4,428 19,669 22.51% 3 71.43% Intertek GBP 2,005 9,308 21.54% 4 57.14% Bureau Veritas EUR 3,274 16,500 19.84% 5 42.86% Applus EUR 930 5,725 16.24% 6 28.57% Mistras USD 187 2,070 9.03% 7 14.29% Team Inc USD 66 2,577 2.54% 8 0.00% 25% |
| rTSR 25% |
Vesting under this hurdle required a minimum threshold of 50th percentile performance against the ASX 100 comparator group for 12.5% of Performance Rights to vest, with maximum vesting of 25% achieved for 75th percentile or higher performance (straight line vesting in between). In the period 1 April 2021 to 31 March 2024, ALS achieved a TSR of 44.64% and ranked at the 70th percentile for the ASX 100 comparator group. 22.3% |
| ROCE 25% |
Vesting under this hurdle required a minimum threshold of an 11.9% ROCE during the performance period for any Performance Rights to vest, with maximum vesting of 25% achieved for a 16.9% or higher ROCE (straight line vesting in between). The Group’s ROCE over the three-year period to March 2023 was calculated as 21.6% which is above the maximum target threshold of 16% resulting in maximum vesting. 25% |
| Total: | 97.3% |
TABLE 8
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
| Hurdle and weighting |
Achievement Details Vesting % |
|---|---|
| EPS Growth 25% |
Vesting under this Hurdle required a minimum threshold of a 6% p.a. increase for 12.5% of Performance Rights to vest, with maximum vesting of 25% achieved for a 10% p.a. or higher increase (straight line vesting in between). The compound annual growth rate in the Group’s diluted underlying EPS over the three-year period to March 2024 was 19.3% p.a. (from 67.1 cents to 65.4 cents). This outcome is above the maximum target threshold of a 10% per annum increase resulting in maximum vesting. 25% |
| EBITDA Margin 25% |
Vesting under this Hurdle required a minimum threshold of 50thpercentile performance against the TIC industry peer comparator group for 12.5% of Performance Rights to vest, with maximum vesting of 25% achieved for 75thpercentile or higher performance (straight line vesting in between). The underlying EBITDA margin achieved by the Group over the three-year period to March 2024 was 25.88%. As shown below, this placed the Group at the 100thpercentile and ranked 1stwithin the comparator group which is above the maximum target threshold of the 75th percentile resulting in maximum vesting. Company Currency Cumulative underlying EBITDA (m) Cumulative Revenue (m) EBITDA Margin % Rank Percentile ALS AUD 1,861 7,189 25.88% 1 100% Eurofins EUR 4,778 19,945 23.96% 2 85.71% SGS CHF 4,428 19,669 22.51% 3 71.43% Intertek GBP 2,005 9,308 21.54% 4 57.14% Bureau Veritas EUR 3,274 16,500 19.84% 5 42.86% Applus EUR 930 5,725 16.24% 6 28.57% Mistras USD 187 2,070 9.03% 7 14.29% Team Inc USD 66 2,577 2.54% 8 0.00% 25% |
| rTSR 25% |
Vesting under this Hurdle required a minimum threshold of 50th percentile performance against the ASX 100 comparator group for 12.5% of Performance Rights to vest, with maximum vesting of 25% achieved for 75th percentile or higher performance (straight line vesting in between). In the period 1 April 2021 to 31 March 2024, ALS achieved a TSR of 44.64% and ranked at the 70th percentile for the ASX 100 comparator group. 22.3% |
| ROCE 25% |
Vesting under this Hurdle required a minimum threshold of an 11.9% ROCE during the performance period for any Performance Rights to vest, with maximum vesting of 25% achieved for a 16.9% or higher ROCE (straight line vesting in between). The Group’s ROCE over the three-year period to March 2023 was calculated as 21.6% which is above the maximum target threshold of 16% resulting in maximum vesting. 25% |
| Total: | 97.3% |
TABLE 8
2024 | Annual Financial Statements
Page 48 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Historical vesting outcomes for incentives
Table 9 below lists the historical vesting outcomes of incentives at ALS in recent financial years (each ending 31 March):
| 2024 2023 2022 2021 2020 |
|
|---|---|
| STI(b) LTI(a) (b) |
45% 65% 97% 69% 48% 97% 100% 100% 97% 75% |
TABLE 9
(a) This is the outcome of the grant that vested in the particular year.
(b) Outcomes expressed as a percentage of maximum opportunity at the time of grant.
LINK BETWEEN PERFORMANCE, REMUNERATION OUTCOMES AND SHAREHOLDER WEALTH
It is appropriate for remuneration outcomes to reflect the underlying shareholder wealth generated and ALS’ business performance.
In considering whether the Executive Remuneration Framework remains aligned with the shareholder experience, the Board considers various key drivers of organisational performance and shareholder wealth. ALS' share price and dividend performance and level of STI and LTI vesting versus ALS’s Underlying NPAT (which underpins STI outcomes) show a strong correlation with organisational performance translating to increased shareholder wealth. The charts below reflect the remuneration of the CEO[16]
==> picture [425 x 385] intentionally omitted <==
16 The charts above reflect the remuneration of the previous CEO Mr. Naran to FY22, and Mr. Deane from FY23 onwards. *FY23 relates to the STI & LTI payouts to Mr. Deane in his capacity as Acting CEO, acknowledging the CEO transition occurring in FY23
2024 | Annual Financial Statements
Page 49 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
SHORT TERM INCENTIVE PLAN
As part of their variable remuneration, Executives are invited to participate in an annual Short Term Incentive Plan ( STI ), which is contingent on the achievement of specified key performance indicators ( KPI ) as well as the ‘Gateway’ and clawback conditions set by the Board for the financial year.
Summary of terms
| What is the purpose of the STI? |
The STI is intended to incentivise and potentially reward Executives for their individual performance in driving key organisational strategies each year. The Board considers the STI to be both: • A driver of shareholder wealth by incentivising Executives to focus on the day-to-day practices and behaviours that translate to longer term organisational growth and sustainability. • A key component of a competitive remuneration package for ALS’ Executives. |
|---|---|
| What is the opportunity and how are STI outcomes measured? |
KPIs are generally set based on the following opportunity levels (with linear outcomes for performance between levels). Certain Non-Financial/Strategic KPIs are assessed on less formulaic targets but with the same principles as to performance levels applied. Level Details Opportunity Threshold The minimum performance to be achieved for any STI payment to be earned, provided the gateway is achieved. Achievement at Threshold results in payment of Individual KPIs only. Average 30% of TFR Target The budgeted performance which is intended to be challenging and require achievement in excess of performance from the prior year. Achievement at Target results in 100% of STI quantum at Target. Average 68% of TFR Outperformance Significant achievement beyond target performance, for which maximum STI payments may be earned. Achievement at outperformance results in 150% of STI quantum at Target. Average 101% of TFR (i.e., 150% of Target) |
| How are STI payments delivered? |
70% of any STI payment earned by an Executive is delivered to them in cash at a date determined by the Board after the end of the financial year. 30% of any STI payment earned is delivered in Service Rights – being rights to Shares vesting following a two-year deferral period. The Executive must be still employed on 1 July two years hence for Service Rights to vest (2026 in the case of the FY24 STI) to receive the Shares (see note 8a of the Financial statements for further details). The number of Service Rights granted to an Executive is determined by dividing their deferred STI payment by the volume weighted average price of Shares as determined appropriate by the Board at that time. |
| What about for overseas Executives? |
Where an individual Executive’s country of assignment has legislation that would prevent allocation of Shares, their deferred STI payment would instead be held by ALS as cash deferred for the same two-year period. |
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
| What were the gateway | The Group overall must have met or exceeded an Underlying NPAT threshold before the STI |
|---|---|
| condition(s)? | is paid. The threshold is set by the Board each year based on their evaluation of circumstances |
| and conditions impacting the Company’s performance, with the intention of ensuring a | |
| threshold that is fair and representative of shareholder and company expectations for | |
| sustainable growth and pay for performance. Exceptions may be made by the Board where an | |
| individual Executive has achieved an outstanding financial result but the Group’s gateway has | |
| not been achieved. | |
| For FY24, the Board set the Underlying NPAT gateway as $288.1 million, being 90% of the | |
| FY23 Underlying NPAT target of $320.1 million. | |
| Regardless, no STI payments are paid for Non-Financial/Strategic KPIs unless at least | |
| Threshold performance is achieved against an Executive’s Financial KPI. | |
| What KPIs were used to | Scorecards in FY24 comprised a mix of Financial and Non-Financial/Strategic KPIs as set out in |
| assess performance? | Table 6, with an emphasis on financial and strategic targets. As in previous years the STI is |
| heavily weighted to financial performance, along with a continued focus on KPIs related to | |
| environment, social, people & organisational capability, governance and culture. |
TABLE 10
LONG TERM INCENTIVE PLAN
As part of their variable remuneration, Executives are invited each year to participate in a Long-Term Incentive Plan (LTI). The following table sets out the terms of the LTI plan issued during FY24 for the performance period 1 April 2023 to 31 March 2026 (the 2023 LTI Plan).
Summary of terms of the 2023 LTI Plan
| What is the purpose of the | The LTI is intended to reward Executives for collectively driving superior organisational |
|---|---|
| LTI? | performance that is expected to translate to long term and sustained growth in |
| shareholder wealth. | |
| It is an important component of remuneration at ALS as its quantum and longer | |
| performance period serves to attract, motivate and retain high-performing and often | |
| internationally based Executive talent (where market practice is for large long-term grants | |
| of equity) while aligning their interests with shareholders through equity-based reward. | |
| What is the performance | Three years, commencing 1 April of the first year and ending 31 March of the third |
| period? | anniversary from grant. |
| What is the opportunity? | Executives may earn an LTI up to a maximum value of 110% of TFR. The CEO may earn an |
| LTI up to a maximum value of 150% of TFR. | |
| How are LTI payments | Executives are granted Performance Rights at the commencement, which either vest and |
| delivered? | exercise into Shares or lapse depending on performance against the hurdles. |
| Where the Board determines Performance Rights will vest, they vest and are exercised on | |
| 1 July following the end of the Performance Period. | |
| What is the exercise price? | Executives do not pay any price on grant, vesting or exercise of their Performance Rights. |
| How are Performance | The number of Performance Rights granted to an Executive is calculated by dividing the |
| Rights allocated? | amount of their LTI maximum opportunity by the volume weighted average price (VWAP) |
| of Shares over the 10 trading days following the date of announcement of full year results | |
| for the financial year immediately preceding the LTI award. | |
| What about for overseas | Where an individual Executive’s country of assignment has legislation that would prevent |
| Executives? | allocation of Shares, their Performance Rights are cash-settled on vesting, calculated per |
| the VWAP of Shares over the 10 trading days following the date of announcement of full | |
| year results of the performance period’s last financial year. | |
| TABLE 11 |
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
LTI hurdles for the 2023 LTI Plan
LTI outcomes are determined based on the Group’s performance against each hurdle, with results for each hurdle based on the targets determined by the Board for each LTI award. Performance is assessed following the end of the performance period.
Since the 2017 LTI award the LTI has been contingent on four equally weighted (25% each) hurdles, the targets of which are reviewed annually and adjusted before granting of each award as the Board considers appropriate.
The Board believes the combination of two relative and two absolute hurdles provides an appropriate combination of measures of those matters within management’s ability to influence and those that are influenced by external factors. Having four measures ensures that outcomes are not distorted by factors impacting any one hurdle.
The Tables below detail each of these hurdles:
HURDLE 1: UNDERLYING EPS GROWTH
| Description | The Group’s compound annual underlying earnings per share (EPS) growth on a fully diluted basis over the performance period. |
|---|---|
| Purpose | Chosen because it provides a good indicator of the shareholder value derived from earnings growth and can be directly influenced by management. |
| How is it measured? |
Underlying EPS growth is calculated by comparing the diluted underlying EPS from continuing operations achieved by the Group in the base year (e.g. year to March 2023) with that achieved in the final year of the performance period (e.g. year to March 2026). Diluted underlying EPS is calculated by dividing the underlying net profit after tax attributable to shareholders of ALS Limited by the weighted average number of ordinary shares on issue for the year being measured (diluted for outstanding equity-settled Performance Rights). |
| Vesting Schedule | Outcome Vesting % <8% p.a. 0% 8% – 12% p.a. 12.5% – 25% p.a. (straight line vesting) 12% p.a. or higher 25% |
TABLE 12
HURDLE 2: UNDERLYING Relative EBITDA MARGIN
| Description | The Group’s underlying earnings before interest, tax, depreciation, and amortisation (EBITDA) margin over the performance period relative to the EBITDA margins of a comparator group of ALS’s key global TIC (Testing, Inspection, and Certification) industry competitors. |
|---|---|
| Purpose | Chosen because it is focused on driving cash earnings and productivity, over which management has direct influence and provides for a fair assessment of performance against our global TIC industry competitors. |
| How is it measured? |
Underlying EBITDA margin is calculated by dividing the cumulative underlying EBITDA by the cumulative Revenue over the three-year performance period. This is compared with the cumulative EBITDA margins reported by each of the peer companies for the three financial years ending on or before 31 March of the year of vesting. |
| Who is in the TIC comparator group? |
Bureau Veritas (France), Eurofins (France & Germany), Intertek (UK), SGS (Switzerland), Marlowe Plc., Applus (Spain), Montrose Environmental Group Inc. |
| Vesting Schedule | Outcome Vesting % <50thpercentile 0% 50th– 75thpercentile 12.5% – 25% p.a. (straight line vesting) 75thpercentile or higher 25% |
TABLE 13
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
HURDLE 3: RELATIVE TOTAL SHAREHOLDER RETURN
| Description | The total return delivered to ALS shareholders during the performance period relative to total returns delivered to shareholders by the companies comprising the ASX 100 (rTSR). |
|
|---|---|---|
| Purpose | Chosen because it provides a good indicator of the value derived from capital growth and distributions to shareholders, with the companies in the comparator group representing the alternative investment choices for many of our investors. |
|
| How is it measured? |
rTSR is calculated by measuring the growth of ALS’s Share price over the performance period plus the value of dividends notionally reinvested in Shares. This return value is then compared to the return value achieved across the ASX 100 comparator group during the same period. |
|
| Vesting Schedule | Outcome Vesting % <50thpercentile 0% 50th– 75thpercentile 12.5% – 25% p.a. (straight line vesting) 75thpercentile or higher 25% |
|
| HURDLE 4: ROCE | TABLE 14 | |
| Description | The Group’s return on capital employed (ROCE) generated over the performance period. | |
| Purpose | Chosen because it assesses the Group’s success or otherwise in increasing its net worth – i.e., it needs to generate returns in excess of its cost of capital in order to add to its value. |
|
| How is it measured? |
ROCE is calculated as underlying earnings before interest and tax over the three-year performance period divided by Capital Employed expressed as a percentage. 'Capital Employed' is defined as 'Total Shareholders’ Equity' plus 'Net Debt' and is calculated as the sum of the simple averages of the balances at the beginning and end of each year during the performance period. If material funding transactions (for example, significant additional borrowings, equity issuances or asset impairments) occur such that the simple average for any year during the performance period is not representative of capital actually employed, the average capital employed for the year may be adjusted for the effect of these transactions. In order to provide an incentive for sustained and effcient return on the company’s capital deployment, for 2023 to 2026 the respective ROCE hurdles will be set at 2% and 7% above the March 2023 Weighted Average Cost of Capital (WACC) * with straight line vesting in between the lower and upper hurdles. |
|
| Vesting Schedule | Outcome Vesting % <15.5% 0% 15.5% – 20.5%. 0% – 25% (straight line vesting) 20.5% or higher 25% _ Based on ALS’s pre-tax Nominal WACC as of March 2023._ |
| Vesting | Schedule | |||
|---|---|---|---|---|
| Outcome* | Vesting % | |||
| <15.5% | 0% | |||
| 15.5% – 20.5%. | 0% – 25% (straight line vesting) | |||
| 20.5% or higher | 25% | |||
| * Based on ALS’s pre-tax Nominal WACC as of March 2023. |
TABLE 15
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Evolution of LTI hurdle targets
The following table shows the key determinants of the hurdles for current ‘in flight’ LTI schemes.
| LTI Scheme | ||||
|---|---|---|---|---|
| Offer Year | 2021 | 2022 | 2023 2024 |
|
| Vest Year | 2024 | 2025 | 2026 | 2027 |
| Earnings per Share growth |
6-10% | 8-12% | 8-12% | 6-12% |
| Relative EBITDA Margin Comparator group |
Bureau Veritas (France) | Bureau Veritas (France) | Bureau Veritas (France) Bureau Veritas (France) |
|
| Eurofins (France & Germany) |
Eurofins (France & Germany) |
Eurofins (France Eurofins (France |
||
| & Germany) & Germany) |
||||
| Intertek (UK) | Intertek (UK) | Intertek (UK) Intertek (UK) |
||
| SGS (Switzerland) | SGS (Switzerland) | SGS (Switzerland) SGS (Switzerland) |
||
| Mistras (USA) | Mistras (USA) | Marlowe Plc. Marlowe Plc. |
||
| Applus (Spain) | Applus (Spain) | Applus (Spain) Applus (Spain) |
||
| Team Inc. (USA) | Team Inc. (USA) | Montrose Environmental Group Inc. Montrose Environmental Group Inc. |
||
| Relative TSR | ASX100 | ASX100 | ASX100 | ASX100 |
| ROCE | 11.9-16.9% | 14.2-19.2% | 15.5-20.5% | 15.5-20.5% |
TABLE 16
2024 | Annual Financial Statements
Page 54 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
INCENTIVE PLAN GOVERNANCE
Common terms
To ensure the integrity of ALS’s variable remuneration structures and that outcomes reached are appropriate and justified, the plan rules applicable to both the STI and LTI contain the following provisions.
| Provision | Description |
|---|---|
| Board discretion | At all times, the Board retains a broad discretion to adjust an Executive’s variable remuneration outcomes as it sees fit, where it considers doing so to be the appropriate action in the relevant circumstances. |
| Where an Executive has found to have engaged in serious misconduct (e.g., fraud, dishonesty, misstatement) | |
| Malus & Clawback |
the Board may exercise broad powers in relation to the Executive’s variable remuneration, including to lapse/forfeit on-foot grants and to clawback outcomes already paid/vested with the Executive. |
| This includes circumstances where an Executive is found to have misrepresented the financial and non-financial | |
| KPI results under the STI or manipulated the outcomes of any LTI hurdles. | |
| Unvested variable remuneration grants may either lapse, remain on foot, or vest on termination, depending on | |
| the circumstances, at the Board’s discretion and in accordance with section 200B and section 200E of the | |
| Cessation of | Corporations Act. |
| employment | Termination of ‘good leavers’ generally allows for proportionate vesting of an Executive’s variable |
| remuneration grants. Grants do not vest and immediately lapse/are forfeited for ‘bad leavers’ (e.g., those who | |
| resign or are terminated for cause). | |
| Change of Control |
The Board retains the discretion to determine the treatment of on-foot variable remuneration grants where a change of control event (e.g., a Takeover Bid) arises. Generally, it is anticipated that the performance period will be brought forward in these circumstances. |
| Anti-hedging | Consistent with ALS’ Securities Trading Policy, participants are prohibited from entering into any arrangement aimed at hedging the economic benefit of their participation in the STI or LTI. |
| Under the STI plan, in the event of either (1) a workplace related fatality or (2) a material breach of the Code of | |
| Conduct which is determined (following an investigation by either (a) an external Regulatory Authority or (b) an | |
| Other | internal representative working under the Authority of the Board) to have occurred in circumstances where |
| there were organisational deficiencies in place which contributed to the incident, then the CEO and other STI | |
| participants in the Group within which the fatality or breach occurred will forfeit their STI. |
TABLE 17
Executive minimum shareholding requirement
ALS has a Minimum Shareholding Requirement (MSR) for all Executives (including the CEO). The purpose of the MSR is to tie a significant portion of Executives’ wealth to the long-term performance of the Company so that their long-term interests and experience is aligned with that of shareholders.
Each Executive is expected to build a meaningful shareholding within five years from 1 April 2021 (or the date they commenced as an Executive if later) and maintained through the duration of their employment as an Executive.
This MSR is monitored annually, with the status of compliance as of 31 March 2024 set out in Table 18 below. It is anticipated that all Executives will meet their MSR by their deadline date based on targeted STI and LTI outcomes.
| Executives | Current MSR (% of TFR) | MSR Deadline Date | MSR Status(a) |
|---|---|---|---|
| Malcolm Deane | 100 | 8 May 2028 | In Progress |
| Bruce McDonald | 50 | 1 April 2026 | Fulfilled |
| Andreas Jonsson | 50 | 1 April 2026 | Fulfilled |
| Tim Kilmister | 50 | 1 April 2026 | In Progress |
| Stuart Hutton | 50 | 1 February 2029 | In Progress |
TABLE 18
(a) The quantum of the shareholding is measured based on a combination of the Shares, Service Rights and any vested (but not yet exercised) Performance Rights held directly or indirectly by the Executive. Any Performance Rights granted but not yet vested do not count towards the Executive’s MSR.
A MSR equivalent to one year’s net fees (after tax) is applicable for Non-Executive Directors and must be met within 3 years of starting as a NED. All Non-Executive Directors have fulfilled or are on track to meet this requirement.
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
NON-EXECUTIVE DIRECTOR REMUNERATION
Remuneration policy
No element of Non-Executive Director remuneration is ‘at risk’. Non-Executive Directors are instead paid fees that are fixed and not based on the performance of the Company or equity based, with the maximum total amount payable (‘pool’) capped at the limit approved at general meetings of the Company’s shareholders.
Fees are set following annual reviews of publicly available information about fees paid to Non-Executive Directors in comparable sized, global companies including international competitors. The NED remuneration framework is reviewed regularly, and fees are adjusted by the Board, where considered appropriate.
Non-Executive Directors are also entitled to be reimbursed for all travel and related expenses properly incurred in connection with the business of the Company.
Fee structure
Non-Executive Directors are paid base fees and if applicable, a fee for membership of a committee. The Chairman does not receive committee fees. All fees are fixed inclusive of mandatory superannuation contributions. The fees that applied in FY24 are set out in the table below.
| Non-Executive Director – Fee Structure | * Fixed Pool: $1,897,500 per annum | |
|---|---|---|
| Base Director Fees | ||
| Chairman | Annual fee compensates for all Board & Committee activities | $387,439 |
| Non-Executive directors | Annual fee | $190,099 |
| Committee Fees | ||
| Chair of Audit & Risk Committee | $25,000 | |
| Chairs of People Committee and Sustainability and Innovation Committee | $20,000 | |
| Committee membership Fees | Flat fee for each Committee membership** | $10,000 |
Pool and fees include superannuation benefits. ** No fees for Nominations Committee membership. TABLE 19*
Changes for FY25
As the company builds its global operations the Board has determined that it should increase the number of overseas meetings per annum (from one at present to three) and continue to seek to attract directors with global experience to your Board. Accordingly, the Board has undertaken external benchmarking of NED fees with particular focus on companies which operate globally in our markets. This analysis, which was performed by PayIQ, has demonstrated that our current fee cap and NED fees are below median for a company of our scale and geographic scope of operations.
Accordingly, shareholder approval will be sought at the 2024 AGM to increase the Non-executive Director (NED) fee pool to AU$2.5M to enable the appointment of an additional director, accommodate overlaps of director tenure and a rebasing of fees.
Should shareholders approve the increase in the cap, the Board will, later in the year, review changes to the fee arrangements with a view to bringing the fees up to median. This is likely to include an increase to the Chair Fee and NED Base Fees, standardisation of Committee Chair and member fees to reflect parity across committees and the introduction of a capped travel allowance to recognise the extra time commitment required to attend additional international board meetings. Based on current Board and committee memberships and assuming fees are increased to median, we estimate the total NED fees on an annualised basis would be in the range of AU$2.0-2.2M
2024 | Annual Financial Statements
Page 56 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Governance structure
Below is an illustration of the structure for how Executive and NED remuneration matters are governed at ALS:
==> picture [480 x 647] intentionally omitted <==
2024 | Annual Financial Statements
Page 57 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
OTHER STATUTORY DISCLOSURES
Service contracts
Each KMP has entered into new service agreements with the Group, the key terms of which are as follows.
| Currency of TFR | Termination | Restraint | ||
|---|---|---|---|---|
| Executive | specified in contract | Term of agreement | Notice period(a) | Period(b) |
| Malcolm Deane | USD | Ongoing – continues until either | 12 months | 12 months |
| notice is given or termination | ||||
| Bruce McDonald | CAD | Ongoing – continues until either | 12 months | 12 months |
| notice is given or termination | ||||
| Andreas Jonsson | SEK | Ongoing – continues until either | 12 months | 12 months |
| notice is given or termination | ||||
| Tim Kilmister | AUD | Ongoing – continues until either | 12 months | 12 months |
| notice is given or termination | ||||
| Stuart Hutton | AUD | Ongoing – continues until either | 6 months | 12 months |
| notice is given or termination |
(a) The period required for termination by notice by either party under an Executive’s service agreement.
- (b) The maximum period that the Group may elect to pay fixed remuneration to an Executive.
TABLE 20
Executive service agreements also contain clauses spelling out non-competition, intellectual property, and confidentiality restrictions.
The Group also has formal service agreements with its Non-Executive Directors. Non-Executive Directors are not entitled to any retirement or termination benefits.
Statutory remuneration of KMP
Table 21 on the following page shows the accounting expense of remuneration paid or payable to each Executive and Non-Executive Director in relation to the financial years ending March 2023 and March 2024, determined in accordance with accounting standards.
For information on the remuneration received (non-IFRS and non-audited) by Executives during FY24 refer to Table 2.
Notes to Table 22 (following)
-
(a) Accrued STI cash component which is paid following the end of the financial year to which it relates.
-
(b) Non-monetary benefits include the provision of healthcare, motor vehicles and other benefits.
-
(c) Performance Rights are granted annually under the LTI Plan to Executives – refer to financial statements note 8a for details. The fair value of Performance Rights granted is calculated using Binomial Tree (EPS, EBITDA, and ROCE hurdles) and Monte-Carlo Simulation (TSR hurdle) valuation methodologies and allocated to each financial year evenly over the period from grant date to vesting date. Note that the valuation is not reflective of actual remuneration received by the Executive. For FY24 the value of share-based awards also includes an accrual to March 2024 of the estimated value of any Service Rights earned as deferred compensation under the STI – refer to Financial Statements note 8a for details.
-
(d) Mr. Naran, Mr. Damasceno, Mr. McDonald, Mr. Jonsson and Mr. Deane were employed outside Australia during FY23. Mr. Damasceno, Mr. McDonald, Mr. Jonsson and Mr. Deane were employed outside Australia during FY24. Relevant portions of their salaries, STIs and pension benefits have been converted into Australian dollars using applicable average FX rates.
-
(e) Mr. Kilmister received an increase to his annual salary (effective 1 January 2024) as a result of a market competitive pay review.
(f) Mr. Damasceno ceased employment with the Group on 19 January 2024, with the amounts set out in Table 21 representing the accounting value of remuneration paid to him for the period between 1 April 2023 to his cessation date. Mr. Sartain ceased as a Non-Executive Director effective 7 June 2023.
-
(g) Mr. Possemiers was appointed to the Board as a Non-Executive Director effective 1 November 2022. Mr. Hutton commenced as the Chief Financial Officer effective 1 February 2024. Mr. Garrard was appointed to the Board as a Non-Executive Director effective 7 June 2023. Ms. Mann was appointed to the Board as a Non-Executive Director effective 1 March 2024.
-
(h) Mr. Deane was appointed as the Acting Managing Director and CEO effective 7 March 2023 and is considered KMP from this date. The amounts disclosed in the table below reflect the income earned whilst considered KMP.
-
(i) Mr. Naran resigned as Managing Director and CEO effective 7 March 2023. Amounts shown in 2023 are up to this date. The remuneration information disclosed for Mr. Naran does not include any benefits associated with Mr. Naran's termination. As footnoted at table 2, As part of the separation agreement between Mr. Naran and the Group, Mr. Naran received:
-
(i.) Cash payment of US$1.06 million being 12 months Total Fixed Remuneration paid over 12 months.
-
(ii.) Continuation of certain health and other benefits for 12months to the value of US$138,161. Cash payment of US$391,256 being outstanding Service Rights under STI deferral schemes from prior years.
2024 | Annual Financial Statements
Page 58 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Remuneration as determined in accordance with accounting standards:
| KMP (In AUD) |
Short-term |
|---|---|
| Executive Director | |
| Malcolm Deane(d) (h) 2024 2023 |
1,546,435 596,351 27,106 701,423 3,922 5,007 2,880,243 |
| 73,298 198,548 1,986 42,705 274 1,376 318,186 |
|
| Continuing Executives | |
| Bruce McDonald(d) 2024 2023 |
564,558 159,990 6,728 665,266 2,613 – 1,399,154 |
| 734,547 443,476 6,321 524,623 3,283 – 1,712,249 |
|
| Andreas Jonsson(d) 2024 2023 |
670,942 - – 622,976 2,613 82,866 1,379,397 |
| 642,903 154,914 – 412,221 3,283 273,795 1,487,116 |
|
| Tim Kilmister(e) 2024 2023 |
589,892 325,009 – 527,027 2,613 27,500 1,472,041 |
| 543,900 185,973 – 351,556 3,283 27,500 1,112,212 |
|
| Stuart Hutton (g) 2024 2023 |
120,434 – – – 436 4,566 125,436 |
| – – – – – – – |
|
| Sub-total: Continuing Executives 2024 2023 |
3,492,260 1,081,350 33,834 2,516,692 12,196 119,939 7,256,271 |
| 1,994,647 982,911 8,307 1,331,105 10,122 302,671 4,629,762 |
|
| Former Executive Director | |
| Raj Naran(d) (i) 2024 2023 |
– – – – – – – |
| 1,812,671 554,317 42,521 1,411,293 3,743 17,885 3,842,430 |
|
| Former Executives | |
| Luis Damasceno (d) (f) 2024 2023 |
745,607 – 21,765 133,689 2,178 15,736 918,974 |
| 802,295 346,226 25,535 521,614 3,283 18,572 1,717,525 |
|
| Total: All Executives 2024 2023 |
4,237,866 1,081,350 55,599 2,650,381 14,374 135,676 ,8,175,245 |
| 4,609,613 1,883,454 76,363 3,264,012 17,147 339,128 10,189,717 |
2024 | Annual Financial Statements
Page 59 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
| KMP (In AUD) |
KMP (In AUD) |
Short-term |
|---|---|---|
| Non-Executive Directors | ||
| Bruce Phillips |
2024 | 360,567 – – – 3,922 26,872 391,361 |
| 2023 | 345,894 – – – 3,743 24,861 374,498 |
|
| John Mulcahy |
2024 | 183,486 – – – 3,922 19,946 207,354 |
| 2023 | 182,934 – – – 3,743 18,979 205,655 |
|
| Tonianne Dwyer |
2024 | 202,916 – – – 3,922 10,516 217,354 |
| 2023 | 191,994 – – – 3,743 19,919 215,656 |
|
| Siddhartha Kadia |
2024 | 218,439 – – – 3,922 – 222,360 |
| 2023 | 206,480 – – – 3,743 – 210,222 |
|
| Leslie Desjardins |
2024 | 221,896 – – – 3,922 – 225,818 |
| 2023 | 211,599 – – – 3,743 – 215,342 |
|
| Peter Possemiers(g) |
2024 | 205,823 – – – 3,922 942 210,687 |
| 2023 | 79,405 – – – 1,248 559 81,211 |
|
| Nigel Garrard(g) |
2024 | 162,597 – – – 3,268 6,265 172,130 |
| 2023 | – – – – – – – |
|
| Erica Mann(g) |
2024 | 14,272 327 1,570 16,168 |
| 2023 | – – – – – – – |
|
| Sub-total: Continuing Non-Executive Directors |
2024 | 1,569,995 – – – 27,125 66,112 1,663,232 |
| 2023 | 1,218,304 – – – 19,963 64,317 1,302,584 |
|
| Former Non-Executive Directors | ||
| Charlie Sartain(f) | 2024 40,852 – – – 980 0 41,832 |
|
| 2023 206,879 – – – 3,743 5,034 215,656 |
||
| Total: All Non- Executive Directors |
2024 1,610,846 – – – 28,105 66,112 1,705,064 |
|
| 2023 1,425,183 – – – 23,706 69,352 1,518,240 |
||
| TABLE 21 |
2024 | Annual Financial Statements
Page 60 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
KMP equity instruments and transactions
Ordinary shares
The movement during the year in the number of ordinary shares in ALS Limited held directly, indirectly, or beneficially by each member of the KMP, including their related parties, is as follows:
| Acquired due to | ||||||
|---|---|---|---|---|---|---|
| vesting of | ||||||
| Opening | performance/ | |||||
| Balance | Purchases | service rights |
Sales | Other |
Closing Balance | |
| Directors | ||||||
| Bruce Phillips | 60,160 | 50,000 |
- |
- |
- |
110,160 |
| John Mulcahy | 79,027 | - |
- |
- |
- |
79,027 |
| Tonianne Dwyer | 27,148 | - |
- |
- |
- |
27,148 |
| Siddhartha Kadia | 9,380 | - |
- |
- |
- |
9,380 |
| Leslie Desjardins | 14,100 | - |
- |
- |
- |
14,100 |
| Peter Possemiers | 11,470 | 1,740 |
- |
- |
- |
13,210 |
| Nigel Garrard(a) | - | 12,900 |
- |
- |
- |
12,900 |
| Erica Mann(a) | - | - |
- |
- |
- |
- |
| Executives | ||||||
| Malcolm Deane | - | - |
15,546 |
- |
- |
15,546 |
| Bruce McDonald | 33,550 | - |
46,603 |
(40,000) |
- |
40,153 |
| Andreas Jonsson | 98,850 | 35,220 | - |
- |
134,070 |
|
| Tim Kilmister | 58,312 | - |
25,485 |
- |
- |
83,797 |
| Stuart Hutton(a) | - | - |
- |
- |
- |
- |
| Former Executives | ||||||
| Luis Damasceno(b) | 34,600 | - |
47,632 |
- |
(82,232) |
- |
| Former Directors | ||||||
| Charlie Sartain(b) | 90,000 | – |
– |
– |
(90,000) |
- |
TABLE 22
(a) Mr. Hutton commenced 1 February 2024. Mr. Garrard commenced 7 June 2023. Ms. Mann commenced 1 March 2024.
(b) Mr. Damasceno ceased 19 January 2024. Mr. Sartain ceased as a Non-Executive Director effective 7 June 2023.
2024 | Annual Financial Statements
Page 61 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Performance Rights and Service Rights over ordinary shares granted as remuneration
The movement during the year in the number of Performance Rights and Service Rights over ordinary shares in the Company held directly, indirectly, or beneficially by each member of the KMP, including their related parties:
| Type of right Opening Balance |
Granted as compensation (a) Vested and exercised Lapsed(b) Closing Balance Total Rights held at close 176,270 (15,546) - 226,039 239,633 7,356 - - 13,564 73,033 (38,600) - 166,192 196,979 16,430 (8,003) - 30,787 64,017 (28,722) - 148,116 188,246 5,739 (6,498) - 40,130 56,893 (25,485) - 131,495 149,233 6,890 - - 17,738 - - - - - - - - - 80,442 (40,925) (142,652) 33,366 61,036 12,827 (6,707) (28,456) 27,670 - - (424,255) - - - (47,202) - TABLE 23 |
|---|---|
| Executive Director | |
| Malcolm Deane Performance 65,345 Service 6,208 |
|
| Executives | |
| Bruce McDonald Performance 131,759 Service 22,360 |
|
| Andreas Jonsson Performance 112,821 Service 40,889 |
|
| Tim Kilmister Performance 100,087 Service 10,848 |
|
| Stuart Hutton Performance - Service - |
|
| Former Executives | |
| Luis Damasceno(c) Performance 136,501 Service 50,006 |
|
| Raj Naran(c) Performance 424,255 Service 47,202 |
|
(a) Relates to grants of deferred equity under FY23 STI plan (issued on 14 June 2023 at $11.56 per share),
(b) The number of Rights lapsed represents those Rights which either lapsed due to performance hurdles not being met and/or upon cessation of employment.
(c) Mr. Naran forfeited his performance rights under prior LTI schemes. Mr. Naran received a cash payment of US$391,256 being outstanding Service Rights under FY23 and FY24 STI deferral schemes. Mr. Damasceno’s service rights held by way of deferred STI from FY22 and FY23 and performance rights under the FY21 LTI scheme will vest in accordance with the vesting schedule. Mr. Damasceno forfeited service rights under prior retention schemes and performance rights under FY22 and FY23 LTI schemes.
2024 | Annual Financial Statements
Page 62 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Vested and outstanding Performance Rights and Service Rights
Details of vested and outstanding Right over shares granted as remuneration to each KMP as either (a) Performance Rights under the LTI Plan or (b) Service Rights under the STI Plan (either in FY22 pursuant to mandatory 30% STI deferral or deferral for previous years’ STI outperformance) are presented in the table below:
| Fair | Issue price | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Value | used to | ||||||||
| Number | per | determine | |||||||
| of | Right | no. of | Number of | ||||||
| Rights | at | Rights | Rights | Number of | % of | ||||
| Directors / | Type of | Grant | granted | grant | granted | Vesting | vested & | Rights | Rights |
| Executives | Right(a) | date | (b) | date(c) | (c) | date | exercised | lapsed | lapsed |
| Performance | 26-Jul-23 | 176,270 | $9.05 | $11.57 | 1-Jul-26 | – | – | – | |
| Performance | 23-Aug-22 | 34,097 | $10.12 | $12.73 | 1-Jul-25 | – | – | – | |
| Malcolm | Performance | 28-Jul-21 | 15,702 | $11.20 | $12.40 | 1-Jul-24 | – | – | – |
| Deane | |||||||||
| (Director) | Performance | 29-Jul-20 | 15,546 | $7.38 | $7.22 | 1-Jul-23 | (15,546) | – | 0.0% |
| Service | 26-Jul-23 | 7,356 | $11.57 | $11.57 | 1-Jul-25 | – | – | – | |
| Service | 15-Jun-22 | 6,208 | $12.73 | $12.73 | 1-Jul-24 | – | – | – | |
| Performance | 26-Jul-23 | 73,033 | $9.05 | $11.57 | 1-Jul-26 | – | – | – | |
| Performance | 23-Aug-22 | 61,206 | $10.12 | $12.73 | 1-Jul-25 | – | – | – | |
| Performance | 28-Jul-21 | 31,953 | $11.20 | $12.40 | 1-Jul-24 | – | – | – | |
| Bruce McDonald |
Performance | 29-Jul-20 | 38,600 | $7.38 | $7.22 | 1-Jul-23 | (38,600) | – | 0.0% |
| Service | 26-Jul-23 | 16,430 | $11.57 | $11.57 | 1-Jul-25 | – | – | – | |
| Service | 15-Jun-22 | 14,357 | $12.73 | $12.73 | 1-Jul-24 | ||||
| Service | 28-Jul-21 | 8,003 | $12.40 | $12.40 | 1-Jul-23 | (8,003) | – | 0.0% | |
| Performance | 26-Jul-23 | 64,017 | $9.05 | $11.57 | 1-Jul-26 | – | – | – | |
| Performance | 23-Aug-22 | 55,631 | $10.12 | $12.73 | 1-Jul-25 | – | – | – | |
| Performance | 28-Jul-21 | 28,468 | $11.20 | $12.40 | 1-Jul-24 | – | – | – | |
| Performance | 29-Jul-20 | 28,722 | $7.38 | $7.22 | 1-Jul-23 | (28,722) | – | 0.0% | |
| Andreas | |||||||||
| Jonsson | |||||||||
| Service | 26-Jul-23 | 5,739 | $11.57 | $11.57 | 1-Jul-25 | – | – | – | |
| Service | 28-Mar-23 | 22,714 | $11.27 | $11.27 | 30-May- 25 |
– | – | – | |
| Service | 15-Jun-22 | 11,677 | $12.73 | $12.73 | 1-Jul-24 | – | – | – | |
| Service | 28-Jul-21 | 6,498 | $12.40 | $12.40 | 1-Jul-23 | (6,498) | – | 0.0% |
2024 | Annual Financial Statements
Page 63 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
| Fair | Issue price | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Value | used to | |||||||||
| Number | per | determine | ||||||||
| of | Right | no. of | Number of | |||||||
| Rights | at | Rights | Rights | Number of | % of |
|||||
| Directors / | Type of | Grant | granted | grant | granted | Vesting | vested & | Rights | Rights |
|
| Executives | Right(a) | date | (b) | date(c) | (c) | date | exercised | lapsed | lapsed |
|
| Performance | 26-Jul-23 | 56,893 | $9.05 | $11.57 | 1-Jul-26 | – | – | – |
||
| Performance | 23-Aug-22 | 49,441 | $10.12 | $12.73 | 1-Jul-25 | – | – | - |
||
| Performance | 28-Jul-21 | 25,161 | $11.20 | $12.40 | 1-Jul-24 | – | – | – |
||
| Tim Kilmister | ||||||||||
| Performance | 29-Jul-20 | 25,485 | $7.38 | $7.22 | 1-Jul-23 | (25,485) | – | 0.0% |
||
| Service | 26-Jul-23 | 6,890 | $11.57 | $11.57 | 1-Jul-25 | – | – | – |
||
| Service | 15-Jun-22 | 10,848 | $12.73 | $12.73 | 1-Jul-24 | – | – | – |
||
| Former Executives | ||||||||||
| Performance | 26-Jul-23 | 80,442 | $9.05 | $11.57 | 1-Jul-26 | – | (80,442) | 100.0% | ||
| Performance | 23-Aug-22 | 62,210 | $10.12 | $12.73 | 1-Jul-25 | – | (62,210) | 100.0% | ||
| Performance | 28-Jul-21 | 33,366 | $11.20 | $12.40 | 1-Jul-24 | – | - | - |
||
| Performance | 29-Jul-20 | 40,925 | $7.38 | $7.22 | 1-Jul-23 | (40,925) | – | 0.0% |
||
| Luis | ||||||||||
| Damasceno(d) | ||||||||||
| Service | 26-Jul-23 | 12,827 | $11.57 | $11.57 | 1-Jul-25 | - | - | - |
||
| Service | 28-Mar-23 | 28,456 | $11.27 | $11.27 | 30-May- 25 |
– | (28,456) | 100.0% | ||
| Service | 15-Jun-22 | 14,843 | $12.73 | $12.73 | 1-Jul-24 | - | - | - |
||
| Service | 28-Jul-21 | 6,707 | $12.40 | $12.40 | 1-Jul-23 | (6,707) | – | 0.0% |
||
| Performance | 23-Aug-22 | 166,938 | $10.12 | $12.73 | 1-Jul-25 | – | (166,938) | 100.0% | ||
| Performance | 28-Jul-21 | 112,574 | $11.20 | $12.40 | 1-Jul-24 | – | (112,574) | 100.0% | ||
| **Raj Naran(d) ** | Performance | 29-Jul-20 | 144,743 | $7.38 | $7.22 | 1-Jul-23 | – | (144,743) | 100.0% | |
| Service | 15-Jun-22 | 27,043 | $12.73 | $12.73 | 1-Jul-24 | - | (27,043) | 100.0% | ||
| Service | 28-Jul-21 | 20,159 | $12.40 | $12.40 | 1-Jul-23 | - | (20,159) | 100.0% | ||
| TABLE 24 |
(a) All Performance Rights and Service Rights granted to the Executives named above are equity-settled rights.
(b) The number of Performance Rights issued to participants in July 2023 was determined using the volume weighted average price of the Company’s shares during the ten trading days following the announcement of the Group’s annual financial results.
(c) The grant dates and corresponding fair values per Performance Right and Service Rights in the above table have been determined in accordance with Australian Accounting Standards and are dependent on the dates on which individual Executives are deemed to have received their offers to participate in the Plan. Fair values of Performance Rights have been calculated using Binomial Tree (EPS, EBITDA, and ROCE hurdles) and MonteCarlo Simulation (TSR hurdle) valuation methodologies. Fair value of Service Rights has been calculated using the volume weighted average price of the Company’s shares during the ten trading days following the announcement of the Group’s annual financial results.
(d) Mr. Naran forfeited his performance rights under prior LTI schemes. Mr. Naran received a cash payment of US$391,256 being outstanding Service Rights under FY23 and FY24 STI deferral schemes. Mr. Damasceno’s service rights held by way of deferred STI from FY22 and FY23 and performance rights under the FY21 LTI scheme will vest in accordance with the vesting schedule. Mr. Damasceno forfeited service rights under prior retention schemes and performance rights under FY22 and FY23 LTI schemes.
End of remuneration report
2024 | Annual Financial Statements
Page 64 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
EVENTS SUBSEQUENT TO
REPORTING DATE
Increase of loan facility
In April 2024 the Group has entered into new additional three-year bilateral revolving multi-currency senior bank facilities totalling USD300 million ($460.9 million) with six of its existing bank lenders. These new facilities will be used to refinance current bank debt maturing in May 2024, and increase liquidity to also fund the acquisitions of both York and Wessling, announced as of 31 March.
Acquisitions post balance date
Subsequent to 31 March 2024, the Group announced execution of the following sale purchase agreements:
| Business Acquired |
Status | ALS Segment |
Equity Consideration $m |
|---|---|---|---|
| York | |||
| Analytical | Completed | Life Sciences |
65.017 |
| Laboratories | |||
| Wessling | |||
| Holding GmbH & Co. |
Pending | Life Sciences |
130.8 |
| KG |
LIKELY DEVELOPMENTS
The Group’s objective during the next financial year will be to maximise earnings and investment returns across all the business units in its diversified portfolio. For comments on divisional outlooks refer to the review of results and operations in this report.
DIRECTORS’ INTERESTS
The relevant interest of each Director in the share capital of the Company as notified by the Directors to the Australian Securities Exchange in accordance with section 205G (1) of the Corporations Act 2001 as at the date of this report is:
| No. of Ordinaryshares | |
|---|---|
| Bruce Phillips | 110,160 |
| John Mulcahy | 79,027 |
| Charlie Sartain* | 90,000 |
| Tonianne Dwyer | 27,148 |
| Siddhartha Kadia | 9,380 |
| Leslie Desjardins | 14,100 |
| Peter Possemiers | 13,210 |
| Nigel Garrard | 12,900 |
| Malcolm Deane | 15,546 |
| Erica Mann | - |
DIRECTORS’ MEETINGS
The number of Directors’ meetings (including meetings of committees of Directors) and number of meetings attended by each of the Directors of the Company during the financial year are:
| Board meetings | Board meetings | Audit and Risk Committee meetings ⁽¹⁾ |
Audit and Risk Committee meetings ⁽¹⁾ |
People Committee meetings⁽¹⁾ | People Committee meetings⁽¹⁾ | Sustainability and Innovation Committee meetings⁽¹⁾ |
Sustainability and Innovation Committee meetings⁽¹⁾ |
Nomination Committee meetings⁽¹⁾ | Nomination Committee meetings⁽¹⁾ | |
|---|---|---|---|---|---|---|---|---|---|---|
| A | B | A | B | A | B | A | B | A | B | |
| Bruce Phillips | 17 | 17 | - | - | 1 | 1 | - | - | 2 | 2 |
| Nigel Garrard | 10 | 10 | - | - | 2 | 2 | - | - | 1 | 1 |
| John Mulcahy | 17 | 17 | 1 | 1 | 1 | 1 | 2 | 2 | 2 | 2 |
| Charlie Sartain | 7 | 7 | 1 | 1 | - | - | - | - | 1 | 1 |
| Tonianne Dwyer | 17 | 17 | 3 | 3 | 3 | 3 | - | - | 2 | 2 |
| Siddhartha Kadia | 17 | 17 | - | - | 3 | 3 | 2 | 2 | 2 | 2 |
| Leslie Desjardins | 17 | 17 | 4 | 4 | - | - | 2 | 2 | 2 | 2 |
| Peter Possemiers | 17 | 16 | 3 | 3 | - | - | 2 | 2 | 2 | 2 |
| Malcolm Deane | 16 | 16 | - | - | - | - | - | - | - | - |
| Erica Mann | 1 | 1 | - | - | - | - | - | - | - | - |
-
A – Number of meetings held during the time the director held office during the year.
-
B – Number of meetings attended.
-
(1) – All non-member Directors generally attend Committee meetings on a standing invitation basis.
*Retired 7 June 2023
17 York equity consideration of $65.0 million excludes external net debt repaid at the closing time to give total enterprise value of $89.2 million.
2024 | Annual Financial Statements
Page 65 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
NON-AUDIT SERVICES
During the year EY, the Company’s auditor, has performed services in addition to statutory duties.
The Board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the Audit and Risk Committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
all non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Audit and Risk Committee to ensure they do not impact the integrity and objectivity of the auditor; and
-
the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.
Details of the amounts paid to EY, and its related practices for audit and non-audit services provided during the year, are set out in note 7d.
| In millions of AUD | 2024 2023 |
|---|---|
| Services other than audit and review of financial statements: Other non-assurance services |
0.1 0.1 |
| 0.1 0.1 |
It is the Group’s policy not to use its external auditor for non-audit services. In very limited circumstances where EY is engaged, pre-approval is sought for the non-audit services being rendered.
Lead auditor’s independence declaration
The lead auditor’s independence declaration is set out on page 122 and forms part of the Directors’ report for the financial year ended 31 March 2024.
Rounding off
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance with that instrument, amounts in the financial report and Directors’ report have been rounded off to the nearest A$100,000 , unless otherwise stated.
Signed in accordance with a resolution of the Directors:
==> picture [123 x 67] intentionally omitted <==
Bruce Phillips Chairman Brisbane 21 May 2024
==> picture [106 x 71] intentionally omitted <==
Malcolm Deane CEO & Managing Director Brisbane 21 May 2024
2024 | Annual Financial Statements
Page 66 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Financial statements
4 Risk and capital management ......................... 86-93
4a. Financial and capital risk management
For the year ended 31 March 2024
4b. Capital and reserves
4c. Financial Instruments
CONTENTS
Consolidated statement of profit and loss and other comprehensive income ............................................ 68 Consolidated balance sheet ..................................... 69 Consolidated statement of cash flows .................... 70 Notes to the financial statements ............................. 71
4d. Contingencies
4e. Capital commitments
4f. Leases
5 Group structure ............................................ 93-100
5a. Acquisition of subsidiaries
5b. Global operating entities and ultimate parent
5c. Deed of cross-guarantee
1 Financial overview .......................................... 72-77
1a. Operating segments
1b. Earnings per share
1c. Revenue
5d. Parent entity disclosures
6 Taxation .................................................... 101-103
6a. Income taxes
6b. Deferred tax assets and liabilities
1d. Expenses (continuing operations)
1e. Discontinued operations
2 Capital employed: working capital and other instruments ..................................................... 78-84
2a. Trade and other receivables
7 Other information ..................................... 104-109
7a. Basis of preparation
7b. Significant accounting policies
7c. Determination of fair value
7d. Auditor’s remuneration
2b. Related party transactions
2c. Inventories
2d. Trade and other payables
2e. Property, plant and equipment
2f. Investment property 2g. Intangible assets
2h. Other assets and liabilities
2i. Investments accounted for using the equity method
7e. Events subsequent to balance date
8 Employment matters ................................ 110-113
8a. Share-based payments
- 8b. Key management personnel disclosures
Signed reports
Directors’ declaration .............................................. 114
Independent auditor’s report to the members of
3 Net debt .......................................................... 84-86
ALS Limited.............................................................. 115
3a. Cash and cash equivalents
3b. Reconciliation of operating profit to net cash
Lead auditor’s independence declaration .............. 1 22
3c. Reconciliation of liabilities arising from financing activities
3d. Loans and borrowings
2024 | Annual Financial Statements
Page 67 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 March 2024
| COMPREHENSIVE INCOME For the year ended 31 March 2024 |
|||
|---|---|---|---|
| In millions of AUD | Note | 2024 | 2023 |
| Continuing operations | |||
| Revenue | 1c | 2,461.6 | 2,279.2 |
| Expenses | 1d | (2,110.9) | (1,693.3) |
| Share ofprofit of equity-accounted investees, net of tax | 0 | 1.6 | 2.5 |
| Profit before financing costs, depreciation, and amortisation (EBITDA) | 0 | 352.3 | 588.4 |
| Amortisation on right-of-use assets | (63.0) | (54.3) | |
| Amortisation and depreciation | 0 | (110.9) | (98.1) |
| Profit before net financing costs (EBIT) | 0 | 178.4 | 436.0 |
| Finance income | 0 | 10.5 | 5.4 |
| Finance cost on loans and borrowings | (55.2) | (40.9) | |
| Finance cost on deferred consideration | (3.4) | (2.1) | |
| Finance cost on lease liabilities | 0 | (9.0) | (7.7) |
| Net financing costs | (57.1) | (45.3) | |
| Profit before tax | 0 | 121.3 | 390.7 |
| Income tax expense | 6a | (106.3) | (114.4) |
| Profit from continuing operations | 0 | 15.0 | 276.3 |
| Discontinued operations | |||
| Profit of discontinued operations, net of tax | 1e | - | 16.2 |
| Profit for the year | 15.01515.1 5.15.0 |
292.5 | |
| Profit attributable to: | |||
| Equity holders of the company | 12.9 | 291.2 | |
| Non-controllinginterest | 2.1 | 1.3 | |
| Profit for theyear | 3b | 15.0 | 292.5 |
| Other comprehensive income | |||
| Other comprehensive items that may be reclassified to profit and loss in subsequent periods: | |||
| Foreign exchange translation | 1.0 | 142.0 | |
| Income on hedge of net investments in foreign subsidiaries, net of tax | (8.6) | (26.5) | |
| (Loss) on cash flow hedges, net of tax | - | (3.4) | |
| Other comprehensive income/(loss) that may be reclassified to profit and loss in subsequentperiods, net of income tax |
(7.6) | 112.1 | |
| Other comprehensive items that will not be reclassified to profit and loss in subsequent periods: | |||
| Share of other comprehensive profit/(loss) of an associate | (1.1) | 18.2 | |
| Net (loss) on equityinstruments designated at fair value through OCI | - | (0.2) | |
| Other comprehensive (loss) that will not be reclassified to profit and loss in subsequentperiods, net of income tax |
(1.1) | 18.0 | |
| Other comprehensive income/(loss) for theyear, net of tax | (8.7) | 130.1 | |
| Total comprehensive income for theyear | 6.3 | 422.6 | |
| Total comprehensive income attributable to: | |||
| Equity holders of the company | 4.2 | 421.3 | |
| Non-controllinginterest | 2.1 | 1.3 | |
| Total comprehensive income for theyear | 6.3 | 422.6 | |
| Earnings per share | |||
| Basic earnings per share attributable to equity holders | 1b | 2.66 | 60.23 |
| Diluted earnings per share attributable to equity holders | 1b | 2.65 | 59.96 |
| Basic earnings per share attributable to equity holders from continuing operations | 1b | 2.66 | 56.88 |
| Diluted earningsper share attributable to equityholders from continuingoperations | 1b | 2.65 | 56.62 |
The notes on pages 72 to 113 are an integral part of these consolidated financial statements.
2024 | Annual Financial Statements
Page 68 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
CONSOLIDATED BALANCE SHEET
| As at 31 March 2024 | |||
|---|---|---|---|
| In millions of AUD | Note | 2024 | 2023 |
| Current assets | |||
| Cash and cash equivalents | 3a | 299.9 | 179.6 |
| Trade and other receivables | 2a | 542.9 | 416.6 |
| Inventories | 2c | 108.5 | 101.3 |
| Other assets | 2h | 76.7 | 55.8 |
| Total current assets | 1,028.0 | 753.3 |
|
| Non-current assets | |||
| Investment property | 2f | 13.4 | 9.8 |
| Investments accounted for using the equity method | 27.2 | 283.7 |
|
| Deferred tax assets | 6b | 55.1 | 24.3 |
| Property, plant and equipment | 2e | 657.4 | 580.8 |
| Right-of-use assets | 4f | 367.8 | 231.7 |
| Intangible assets | 2g | 1,510.0 | 1,413.9 |
| Other assets | 2h | 37.3 | 32.7 |
| Total non-current assets | 2,668.2 | 2,576.8 |
|
| Total assets | 3,696.2 | 3,330.1 |
|
| Current liabilities | |||
| Trade and other payables | 2d | 455.0 | 346.3 |
| Loans and borrowings | 3d | 317.8 | 179.5 |
| Employee benefits | 64.5 | 58.4 |
|
| Other liabilities | 2h | 14.2 | 28.6 |
| Total current liabilities | 851.5 | 612.8 |
|
| Non-current liabilities | |||
| Loans and borrowings | 3d | 1,554.0 | 1,268.7 |
| Deferred tax liabilities | 6b | 36.7 | 22.5 |
| Employee benefits | 22.1 | 7.9 |
|
| Other liabilities | 2h | 35.0 | 40.0 |
| Total non-current liabilities | 1,647.8 | 1,339.1 |
|
| Total liabilities | 2,499.2 | 1,951.9 |
|
| Net assets | 1,196.9 | 1,378.2 |
|
| Equity | |||
| Share capital | 4b | 1,325.9 | 1,326.1 |
| Reserves | (13.2) | (8.7) |
|
| Retained earnings | (129.4) | 49.5 |
|
| Total equity attributable to equity holders of the company | 1,183.3 | 1,366.9 |
|
| Non-controlling interest | 13.6 | 11.3 |
|
| Total equity | 1,196.9 | 1,378.2 |
The notes on pages 72 to 113 are an integral part of these consolidated financial statements.
2024 | Annual Financial Statements
Page 69 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2024
| Foreign | Employee | Non- | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In millions of AUD | Note | Share capital |
currency translation |
Other reserves |
share-based awards |
Retained **earnings ** |
Total | controlling Interest |
Total equity |
|
| Balance 31 March 2022 | 1,321.0 | (137.2) |
3.3 | 9.2 |
(76.2) |
1,120.1 | 10.6 | 1,130.7 | ||
| Profit for the year | – | – | – | – |
291.2 |
291.2 | 1.3 | 292.5 | ||
| Other comprehensive income | – | 115.4 | (3.4) | - |
18.2 |
130.3 | - | 130.3 | ||
| Total comprehensive income for the period |
– | 115.4 | (3.4) | - |
309.4 |
421.5 | 1.3 | 422.8 | ||
| Transactions with owners in their capacity as owners: | ||||||||||
| Dividends to equity holders | 4b | – | – | – | – |
(180.5) |
(180.5) | (1.3) | (181.9) | |
| Shares issues under dividend | ||||||||||
| reinvestment plan (456,340 | 4b | 5.3 | - | - | - |
- |
5.3 | - | 5.3 | |
| shares @ $11.59 per share) | ||||||||||
| Equity-settled performance rights awarded and vested |
4b |
(0.3) | – | (0.1) | 4.1 |
(3.1) |
0.5 | - | 0.5 | |
| Total contributions and distributions to owners |
5.0 | – | (0.1) | 4.1 |
(183.7) |
(174.7) | (1.3) | (176.0) | ||
| Changes in ownership interests | ||||||||||
| Capital raising by subsidiary | – | – | – | – |
– |
– | 0.7 | 0.7 | ||
| Total changes in ownership interest |
– | – | – | – |
– |
– | 0.7 | 0.7 | ||
| Total transactions with owners | 5.0 | – | (0.1) | 4.1 |
(183.7) |
(174.7) | (0.6) | (175.4) | ||
| Balance 31 March 2023 | 1,326.1 | (21.8) | (0.1) | 13.3 |
49.5 |
1,366.9 | 11.3 | 1,378.2 | ||
| Profit for the year | – | – | – | – |
12.9 |
12.9 | 2.1 | 15.0 | ||
| Other comprehensive income | – | (7.6) | - | - |
(1.1) |
(8.7) | - | (8.7) | ||
| Total comprehensive income for the period |
– | (7.6) | - | - |
11.8 |
4.2 | 2.1 | 6.3 | ||
| Transactions with owners in their capacity as owners: | ||||||||||
| Dividends to equity holders | 4b | – | – | – | – |
(188.8) |
(188.8) | (0.8) | (189.6) | |
| Equity-settled performance rights awarded and vested |
(0.2) | - | - | 3.1 |
(1.8) |
1.1 | - | 1.1 | ||
| Total contributions and distributions to owners |
(0.2) | – | - | 3.1 |
(190.6) |
(187.7) | (0.8) | (188.5) | ||
| Changes in ownership interests | ||||||||||
| Capital raising by subsidiary | – | – | – | – |
– |
– | 0.4 | 0.4 | ||
| Non-controlling interest ownershipof subsidiaryacquired |
- | - | - | - |
- |
- | 0.5 | 0.5 | ||
| Total changes in ownership interest |
– | – | – | – |
– |
– | 0.9 | 0.9 | ||
| Total transactions with owners | (0.2) | - | - | 3.1 |
(190.6) |
(187.7) | 0.1 | (187.6) | ||
| Balance 31 March 2024 | 1,325.9 | (29.4) | (0.1) | 16.4 |
(129.4) |
1,183.3 | 13.6 | 1,196.9 |
The notes on pages 72 to 113 are an integral part of these consolidated financial statements.
2024 | Annual Financial Statements
Page 70 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2024
| CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 March 2024 |
|||
|---|---|---|---|
| In millions of AUD | Note | 2024 | 2023 |
| Cash flows from operating activities | |||
| Cash receipts from customers | 2,757.6 | 2,697.9 | |
| Cash paid to suppliers and employees | (2,225.9) | (2,124.7) | |
| Cash generated from operations | 531.7 | 573.2 | |
| Interest paid | (64.2) | (48.8) | |
| Interest received | 10.5 | 5.4 | |
| Income taxes paid | (127.9) | (89.9) | |
| Net cash from operating activities | 3b | 350.1 | 439.9 |
| Cash flows from investing activities | |||
| Payments for property, plant and equipment | (151.7) | (146.1) | |
| Loans (to)/from associate entities | (2.6) | 6.0 | |
| Payments for net assets on acquisition of businesses and subsidiaries (net of cash acquired) |
5a | (60.8) | (181.7) |
| Deferred and contingent consideration payments for acquisitions of controlled entities | (30.4) | (50.5) | |
| Proceeds from business divestments | (0.4) | 98.9 | |
| Dividend from associates | 9.1 | 3.6 | |
| Proceeds from sale of other non-current assets | 10.0 | 2.8 | |
| Net cash (used in) investing activities | (226.8) | (267.0) | |
| Cash flows from financing activities | |||
| Proceeds from borrowings | 656.1 | 640.7 | |
| Repayment of borrowings | (408.6) | (532.4) | |
| Principal portion of lease payments | (61.0) | (52.9) | |
| Dividends paid | (189.6) | (176.6) | |
| Net cash (used in) financing activities | (3.1) | (121.2) | |
| Net movement in cash and cash equivalents | 120.2 | 51.7 | |
| Cash and cash equivalents 1 April | 179.6 | 122.8 | |
| Effect of exchange rate fluctuations on cash held | 0.1 | 5.1 | |
| Cash and cash equivalents 31 March | 3a | 299.9 | 179.6 |
The notes on pages 72 to 113 are an integral part of these consolidated financial statements.
2024 | Annual Financial Statements
Page 71 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
NOTES TO THE FINANCIAL STATEMENTS
About this report
ALS Limited (the “Company”) is a for-profit company domiciled in Australia. The consolidated financial report of the Company for the year ended 31 March 2024 comprises the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in associates and jointly controlled entities.
Throughout this document, non-international financial reporting standards (non-IFRS) (unaudited) financial indicators are included to assist with understanding the Group’s performance. The primary non-IFRS information is underlying earnings before income tax, depreciation, and amortisation (EBITDA), underlying earnings before interest and tax (EBIT) and underlying net profit after tax (NPAT).
The Board believes underlying EBITDA, underlying EBIT and underlying NPAT are appropriate indicators of the ongoing operational earnings of the business and its segments because these measures do not include significant one-off items (both positive and negative) that relate to disposed or discontinued operations, preacquisition legal costs, FX losses on corporate loan restructuring, SAAS development costs, amortisation and impairment of intangibles, greenfield start-up costs, and costs incurred to restructure the business in the current period. Underlying results also include 49% of Nuvisan’s revenue and expenses rather than the Group’s share of Nuvisan’s statutory profits.
==> picture [9 x 8] intentionally omitted <==
FINANCIAL OVERVIEW
This section provides information that is most relevant to explaining the Group’s
performance during the year, and where relevant includes the accounting policies that have been applied and significant estimates and judgements made.
1a. Operating segments
-
1b. Earnings per share
-
1c. Revenue
-
1d. Expenses (continuing operations)
-
1e. Discontinued operations
1a. Operating segments
The Group has two reportable segments, as described below, representing two distinct strategic business units each of which is managed separately and offers different products and services. For each of the strategic business units, the CEO reviews internal management reports on at least a monthly basis. The following summary describes the operations in each of the Group’s reportable segments:
-
Commodities – provides assaying and analytical testing services and metallurgical services for mining and mineral exploration companies and provides specialist services to the coal industry such as coal sampling, analysis and certification, formation evaluation services, tribology testing services and related analytical testing.
-
Life Sciences – provides analytical testing data to assist consulting and engineering firms, industry, and governments around the world in making informed decisions about environmental, food and pharmaceutical, electronics, consumer products, and animal health.
2024 | Annual Financial Statements
Page 72 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
1a. Operating segments (continued)
| 2024 Commodities statutory In millions of AUD |
Life Sciences non- statutory18 Life Sciences 49% Nuvisan19 Life Sciences statutory excluding Nuvisan20 |
Other statutory21 Continuing consolidated non-statutory22 Elimination Nuvisan23 Con- solidated statutory |
|---|---|---|
| Revenue 1,086.6 |
1,499.4 124.4 1,375.0 |
- 2,586.0 (124.4) 2,461.6 |
| Africa 57.6 Asia/Pacific 451.5 Europe/Middle East 120.1 Americas 457.4 |
- - - 358.6 - 358.6 598.4 124.4 474.0 542.4 - 542.4 |
- 57.6 - 57.6 - 810.1 - 810.1 - 718.5 (124.4) 594.1 - 999.8 - 999.8 |
| Underlying EBITDA24 383.9 Amortisation on right-of- use assets (30.5) Depreciation and amortisation (34.8) |
330.7 14.6 316.1 (41.4) (10.7) (30.7) (63.1) (3.8) (59.3) |
(48.9) 665.7 (22.7) 643.0 (1.7) (73.7) 10.7 (63.0) (2.4) (100.2) 3.8 (96.4) |
| Underlying EBIT26 318.7 Restructuring, fair value adjustment and other items24 (4.1) Amortisation of intangibles - |
226.2 0.1 226.1 (267.0) (249.6) (17.3) - - - |
(53.0) 491.8 (8.1) 483.7 (20.5) (291.6) 0.8 (290.7) (14.5) (14.5) - (14.5) |
| Segment EBIT26 314.6 Net interest (3.8) |
(40.8) (249.5) 208.8 (4.5) (4.5) |
(88.0) 185.7 (7.3) 178.4 (48.8) (57.1) - (57.1) |
| Segment profit/(loss) before income tax 310.7 |
(45.3) (249.5) 204.2 |
(136.8) 128.6 (7.3) 121.3 |
| Underlying EBITmargin24 29.3% Underlying EBITDA margin24 35.3% |
15.1% 0.1% 16.4% 22.1% 11.7% 23.0% |
19.0% 19.6% 25.7% 26.1% |
| Segment assets 1,189.7 Cash and cash equivalents Tax assets |
- - 2,124.3 |
27.1 3,341.2 - 3,341.2 299.9 299.9 55.1 55.1 |
| Total assets per the balance sheet |
3,696.2 3,696.2 |
|
| Segment liabilities (245.9) Loans and borrowings Tax liabilities |
- - (706.0) |
(22.0) (973.9) - (973.9) (1,474.8) (1,474.8) (50.5) (50.5) |
| Total liabilities per the balance sheet |
(2,499.2) (2,499.2) |
18 Includes Life Sciences statutory results plus 49% of Nuvisan’s revenue and expenses, non-IFRS.
19 49% of Nuvisan’s revenue and expenses.
20 EBIT and EBITDA excludes the Group’s share of loss in Nuvisan of $8.1 million.
- 21 Represents unallocated corporate costs. Net expenses of $53.0 million in 2024 comprise net foreign exchange gains of $1.1 million and other corporate costs of $54.1 million.
22 Consolidated statutory results plus 49% of Nuvisan’s revenue and expenses, excluding the Group’s share of loss in Nuvisan of $8.1 million, non -IFRS
23 49% of Nuvisan revenue and expenses plus the Group’s share of loss in Nuvisan of $8.1 million.
24 Underlying EBITDA = Underlying EBIT plus depreciation and amortisation. Underlying EBIT = Underlying Earnings before interest and tax. The terms EBITDA and EBIT are non-IFRS disclosure and are unaudited. The terms ‘underlying’ and ‘restructuring and other items” are defined in the Directors’ report which includes fair value adjustments.
2023 | Annual Financial Statements
Page 73 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
1a. Operating segments (continued)
| 2023 Commodities statutory In millions of AUD |
Life Sciences non- statutory25 Life Sciences 49% Nuvisan26 Life Sciences statutory excl Nuvisan27 |
Other statutory28 Continuing consolidated non-statutory29 Elimination Nuvisan30 Continuing consolidated statutory Dis -continued Con- solidated statutory |
|---|---|---|
| Revenue 1,087.1 |
1,334.1 142.0 1,192.1 |
- 2,421.2 (142.0) 2,279.2 121.7 2,400.9 |
| Africa 54.5 Asia/Pacific 428.4 Europe/Middle East 125.3 Americas 478.9 |
- - - 336.2 - 336.2 531.1 142.0 389.1 466.8 - 466.8 |
- 54.5 - 54.5 - 54.5 - 764.6 - 764.6 118.9 883.5 - 656.4 (142.0) 514.5 - 514.5 - 945.7 - 945.7 2.8 948.4 |
| Underlying EBITDA31 390.3 Amortisation on right-of- use assets (26.7) Depreciation and amortisation (33.6) |
302.9 22.9 280.0 (38.4) (11.0) (27.4) (57.6) (3.8) (53.8) |
(45.2) 648.0 (25.7) 622.3 11.8 634.1 (0.2) (65.3) 11.0 (54.3) (2.9) (57.2) (0.8) (92.0) 3.8 (88.2) (3.2) (91.4) |
| Underlying EBIT33 330.3 Restructuring and other items, including net COVID-19 subsidies31 (0.4) Amortisation of intangibles - |
206.9 8.1 198.8 (10.4) (1.6) (8.8) - - - |
(46.2) 490.7 (10.9) 479.7 5.6 485.5 (12.2) (23.0) 1.6 (21.4) - (21.4) (9.9) (9.9) - (9.9) - (9.9) |
| Segment EBIT33 329.6 Net interest (3.3) |
196.5 6.5 190.0 (4.7) (0.6) (4.1) |
(68.3) 457.8 (9.3) 448.5 5.6 454.1 (37.9) (45.9) 0.6 (45.3) (0.3) (45.6) |
| Segment profit/(loss) before income tax 326.3 |
191.8 5.9 185.9 |
(106.2) 411.9 (8.7) 403.2 5.3 408.5 |
| Underlying EBITmargin31 30.4% Underlying EBITDA margin31 35.9% |
15.5% 5.7% 16.7% 22.7% 16.1% 23.5% |
20.3% 21.0% 4.6% 20.2% 26.8% 27.3% 9.7% 26.4% |
| Segment assets 1,167.7 Cash and cash equivalents Tax assets |
- - 1,928.0 |
30.5 3,126.2 - 3,126.2 - 3,126.2 179.6 24.3 |
| Total assets per the balance sheet |
3,330.1 | |
| Segment liabilities (264.3) Loans and borrowings Tax liabilities |
- - (404.5) |
(29.4) (698.2) - (698.2) - (698.2) (1,202.6) (51.1) |
| Total liabilities per the balance sheet |
(1,951.9) |
-
25 Includes Life Sciences statutory results plus 49% of Nuvisan’s revenue and expenses, non-IFRS.
-
26 49% of Nuvisan’s revenue and expenses.
-
27 EBIT and EBITDA excludes the Group’s share of loss in Nuvisan of $2.9 million.
-
28 Represents unallocated corporate costs. Net expenses of $46.2 million in 2023 comprise net foreign exchange gains of $2.4 million and other corporate costs of $48.6 million.
-
29 Consolidated statutory results plus 49% of Nuvisan’s revenue and expenses, excluding the Group’s share of loss in Nuvisan of $2.9 million, non -IFRS
-
30 49% of Nuvisan revenue and expenses plus the Group’s share of loss in Nuvisan of $2.9 million.
-
31 Underlying EBITDA = Underlying EBIT plus depreciation and amortisation. Underlying EBIT = Underlying Earnings before interest and tax. The terms EBITDA and EBIT are non-IFRS disclosure and are unaudited. The terms ‘underlying’ and ‘restructuring and other items” are defined in the Directors’ report.
2023 | Annual Financial Statements
Page 74 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Geographical segments
In presenting information on a geographical basis segment revenue from external customers is by geographical location of customers. Segment assets are attributed based on geographic location of the business unit. Geographical locations are aligned to those reported internally to the Chief Executive Officer (CEO), who is the Group’s chief operating decision maker.
| geographical location of customers. Segment assets are attributed based on geographic location of the business unit. Geographical locations are aligned to those reported internally to the Chief Executive Officer (CEO), who is the Group’s chief operating decision maker. |
geographical location of customers. Segment assets are attributed based on geographic location of the business unit. Geographical locations are aligned to those reported internally to the Chief Executive Officer (CEO), who is the Group’s chief operating decision maker. |
|---|---|
| In millions of AUD Consolidated 2024 2023 |
|
| Africa Asia/Pacific EMENA Americas |
Revenues Non- current assets Revenues Non- current assets |
| 57.6 31.2 54.5 28.7 810.1 821.1 883.5 812.7 594.1 806.5 514.5 766.0 999.8 1,009.4 948.4 969.4 |
|
| Total | 2,461.6 2,668.2 2,400.9 2,576.8 |
1b. Earnings per share
| Consolidated | Consolidated | |
|---|---|---|
| Centsper share | 2024 | 2023 |
| Basic earnings per share | 2.66 | 60.23c |
| Diluted earnings per share | 2.65 | 59.96c |
| Basic earnings per share from continuing operations |
2.66 | 56.88c |
| Diluted earnings per share from continuing operations |
2.65 | 56.62c |
| Basic earnings per share from discontinued operations |
- | 3.35c |
| Diluted earnings per share from discontinued operations |
- | 3.34c |
BASIC AND DILUTED EARNINGS PER SHARE
The calculations of both basic and diluted earnings per share were based on the profit attributable to equity holders of the Company of $12.9 million profit (2023: $291.2 million).
Accounting policy – operating segments
The Group determines and presents operating segments based on information that is reported internally to the Chief Executive Officer (CEO), who is the Group’s chief operating decision maker.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components, and for which discrete financial information is available. An operating segment’s operating results are reviewed regularly by the CEO to make decisions about resources to be allocated to the segment and to assess its performance.
Segment results that are reported to the CEO include items directly attributed to the segment as well as those that can be allocated on a reasonable basis. Underlying EBIT is calculated as earnings before interest, foreign currency gains and losses, and income tax, is non-IFRS and unaudited.
Items not allocated to segments comprise corporate costs, foreign currency gains or losses, amortisation of intangibles and net financing costs before income tax. Inter-segment pricing is determined on an arm’s length basis.
BASIC AND DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS
The calculations of both basic and diluted earnings per share from continuing operations were based on the profit attributable to equity holders of the Company of $12.9 million profit (2023: $275.0 million).
BASIC AND DILUTED EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS
In 2023 the calculations of both basic and diluted earnings per share from discontinued operations were based on the gain of discontinued operations of $16.2 million.
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES (BASIC AND DILUTED)
| In millions of shares Note |
Consolidated 2024 2023 |
|---|---|
| Issued ordinary shares 1 April 4b |
484.2 483.7 |
| Weighted average number of ordinary shares 31 March (Basic) Effect of shares issued Dec 2023(DRP) |
483.5 483.7 - (0.2) |
| Effect of potential shares relating to performance rights granted to employees as compensation, but not yet vested Weighted average number of ordinary shares 31 March (Diluted) |
483.5 483.5 |
| 2.7 2.2 |
|
| 486.8 485.7 |
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
ACCOUNTING POLICY – EARNINGS PER SHARE
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise performance and service rights granted to employees.
1c. Revenue
Under AASB 15 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring services to a customer.
DISAGGREGATION OF REVENUE
Revenue is disaggregated by geographical locations of external customers.
Disaggregation of revenue from continuing operations
| In millions of AUD | Consolidated | Consolidated |
|---|---|---|
| 2024 | 2023 | |
| Africa | 57.6 | 54.5 |
| Asia/Pacific | 810.1 | 764.6 |
| EMENA | 594.1 | 514.5 |
| Americas | 999.8 | 945.7 |
| Total revenue | 2,461.6 | 2,279.2 |
ACCOUNTING POLICY – REVENUE
Services rendered
The Group recognises revenue when the amount of revenue can be readily measured, and it is probable that future economic benefits will flow to the Group. AASB 15 establishes a five-step model to account for revenue arising from contracts with customers and requires judgement, taking into consideration all relevant facts and circumstances when applying each step of the model to contract with customers.
The Group recognises revenue based on two models: services transferred at a point in time and services transferred over time. Most of the Group’s customer contracts give rise to short-term projects where revenue is recognised at a point in time. Revenue from these projects is recognised in the profit and loss statement upon completion of the performance obligations, usually when the report of findings or test/inspection certificate is issued. Revenue from these projects is measured according to the transaction price agreed in the contract.
Once services are rendered, the customer is invoiced, and payment is due as per the terms of the agreement, typically between 30-90 days.
For long-term projects, the Group recognises revenue in the profit and loss statement over time. Revenue from these projects is recognised based on the measure of progress. When the Group has a right to consideration from a customer at the amount corresponding directly to the customer’s value of the performance completed to date, revenue is recognised in the amount to which the Group has a right to invoice.
Long-term contract invoices are issued per contractually agreed instalments and prices, with payment due typically between 30-90 days from invoicing.
Dividend Income
Dividend income is recognised in profit and loss on the date that the Group’s right to receive payment is established.
1d. Expenses (continuing operations)
Profit before income tax includes the following specific expenses:
| expenses: | |||
|---|---|---|---|
| In millions of AUD | Note | Consolidated | |
| 2024 | 2023 | ||
| Employee expenses | 1,107.5 | 983.9 | |
| Raw materials and consumables |
266.7 | 252.2 | |
| Nuvisan fair value and acquisitions adjustment |
2i, 3b | 220.7 | - |
| Nuvisan restructuring provision |
3b | 28.1 | - |
| Occupancy costs | 137.2 | 133.2 | |
| External service costs | 75.4 | 62.1 | |
| Equity-settled share- | |||
| based payment | 8a | 7.0 | 7.9 |
| transactions | |||
| Contributions to defined | |||
| contribution post- | |||
| employment plans – | 56.8 | 50.6 | |
| included in employee | |||
| expenses above | |||
| Loss on sale of property plant and equipment |
5.4 | 0.8 | |
| Net (gain)/loss on foreign exchange |
(1.1) | (2.4) |
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
ACCOUNTING POLICY – EXPENSES
Finance income and finance expense
Finance income comprises interest income on funds invested and is recognised in the profit and loss statement as it accrues, using the effective interest method.
Finance expense comprises interest expense on borrowings calculated using the effective interest method and gains and losses on hedging instruments that are recognised in the profit and loss statement (see note 4a). The interest expense component of lease payments is recognised in the profit and loss statement using the effective interest method.
Foreign currency gains and losses
Foreign currency gains and losses are reported on a net basis.
Defined contribution superannuation funds
Obligations for contributions to defined contribution superannuation funds are recognised as an expense in the profit and loss statement as incurred.
Short-term service benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount for past service provided by the employee and the obligation can be estimated reliably.
Long-term service benefits
The Group’s net obligation in respect of long-term service benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in the profit or loss in the period in which they arise.
Share-based payment transactions
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
recognised as an expense, with a corresponding increase in liabilities, over the period in which the employees become unconditionally entitled to payment. The liability is re-measured to fair value at each reporting date and at settlement date. Any changes in the fair value of the liability are recognised as employee expenses in profit or loss.
1e. Discontinued operations
| In millions of AUD | Consolidated 2024 2023 |
|---|---|
| Revenue Amortisation and depreciation Other expenses Results from operations Gain on disposal Interest Profit of discontinued operations Income tax Profit of discontinued operations, net of tax Basic earnings per share from discontinued operations Diluted earnings per share from discontinued operations |
- 121.7 - (6.1) - (109.8) |
| - 5.8 - 12.3 - (0.3) |
|
| - 17.8 - (1.6) |
|
| - 16.2 |
|
| - 3.35 - 3.34 |
Cash flows from discontinued operations
| In millions of AUD | Consolidated 2024 2023 |
|---|---|
| Net cash from operating activities Net cash from investing activities Net cash from financing activities Net cash from discontinued operations |
- 5.2 - (1.3) - (4.4 |
| - (0.5) |
The fair value of the amount payable to employees in respect of cash-settled share-based awards is
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
==> picture [9 x 8] intentionally omitted <==
CAPITAL EMPLOYED: WORKING CAPITAL AND OTHER INSTRUMENTS
This section provides information about the working capital of the Group and key balance sheet items. Where relevant the accounting policies that have been applied and significant estimates and judgements made is included with each note.
2a. Trade and other receivables
Trade receivables are shown net of allowance for expected credit losses of $6.9 million (2023: $8.7 million) and are all expected to be recovered within 12 months. Expected credit loss allowances on trade receivables charged as part of operating costs was a credit of $0.8 million (2023: $3.8 million debit).
There is no concentration of credit risk with respect to trade receivables. There is no single customer making up a material percentage of the Group’s revenue (refer to note 4a).
2b. Related party transactions
2c. Inventories
2d. Trade and other payables
2e. Property, plant and equipment
2f. Investment property
2g. Intangible assets
Other receivables of $122.8 million (2023: $74.7 million) largely comprise amounts related to VAT receivable and services completed not contractually invoiced, all within payment terms.
Exposures to currency risks related to trade and other receivables are disclosed in note 4c.
2h. Other assets and liabilities
2i. Investments accounted for using the equity method
2a. Trade and other receivables
| 2a. Trade and other receivables | |
|---|---|
| In millions of AUD | Consolidated 2024 2023 |
| Current Trade receivables Other receivables Aging of trade receivables Current 30 days 60 days 90 days and over Total Allowance for expected credit loss Opening balance Write off Movement in provision Closing balance |
420.1 341.9 122.8 74.7 |
| 542.9 416.6 |
|
| 253.5 206.8 104.2 91.3 31.7 22.6 37.6 29.9 |
|
| 427.0 350.6 |
|
| 8.7 6.3 (2.4) (2.3) 0.6 4.7 |
|
| 6.9 8.7 |
ACCOUNTING POLICY – TRADE AND OTHER RECEIVABLES
Trade receivables are recognised at the value of the original invoice amount to customers less allowance for any non-collectible amounts (amortised cost). Estimates are used in determining the level of receivable that will not be collected. An expected credit loss allowance is made for trade receivable balances in compliance with the simplified approach permitted by AASB 9, by using a provision matrix. The matrix was developed to reflect historic default rates, by region, with higher default rates applied to older balances. The approach is followed for all receivables unless there are specific circumstances, such as significant financial difficulties of the customer or bankruptcy of a customer, which would render the receivable irrecoverable and therefore require a specific provision. A provision is made against trade receivables until such time as the Group believes the amount to be irrecoverable, after which the trade receivable balance is written off. Unbilled revenues are recognised for services completed but not yet invoiced and are valued at net selling price.
2b. Related party transactions
The related party transactions disclosed are transactions with related parties at the time they were considered related parties of the Group. The ultimate parent of the Group is ALS Limited.
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
All receivables and payables to and from related parties are made on terms equivalent to those that prevail in arm’s length transactions. There have been no guarantees provided to any related party. For the period ended 31 March 2024, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (2023: nil).
| In thousands of AUD | In thousands of AUD | Consolidated | Consolidated | |
|---|---|---|---|---|
| Sales to | ||||
| % | related | 2024 |
2023 |
|
| Holding | parties* | |||
| Australian | ||||
| Laboratory Services Arabia |
42% | 9,312.0 | 2,243.1 |
1,192.4 |
| Co. Ltd. | ||||
| ALS Technichem (M) Sdn Bhd |
40% | 788.2 | 577.7 |
290.0 |
| PT. ALS Indonesia |
20% | 56.8 | 58.8 |
96.3 |
| 10,157.0 | 2,879.6 |
1,578.7 |
- Period ended 31 March 2024
2c. Inventories
| 2c. Inventories | |
|---|---|
| In millions of AUD | Consolidated 2024 2023 |
| Raw materials and consumables Work in progress Finished goods |
100.9 95.2 5.7 4.9 1.9 1.2 |
| 108.5 101.3 |
Work in progress recognised by the Group relates to contractual arrangements (refer to note 1c).
ACCOUNTING POLICY
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
The cost of inventories is based on the weighted average method and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition.
In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.
Cost for incomplete field services works is recognised as work in progress and measured at the lower of cost to date and net realisable value.
2d. Trade and other payables
| In millions of AUD | Consolidated 2024 2023 |
|---|---|
| Trade payables Contract liabilities Contingent consideration and deferred payments relating to acquisitions Other payables and accrued expenses |
122.1 100.7 46.0 38.6 45.8 37.9 241.1 169.1 |
| 455.0 346.3 |
ACCOUNTING POLICY
Trade and other payables
Trade and other payables are stated at their amortised cost, except for contingent consideration which is stated at fair value. Trade payables are non-interest bearing and are normally settled on 60-day terms.
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation due to a past event, and it is probable that an outflow of economic benefits that can be estimated reliably will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.
Contract Liabilities
Contract liabilities arise upon advance payments from clients and issuance of upfront invoices.
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
2e. Property, plant and equipment
| Freehold land | Plant and | Leasehold | Capital works | |||
|---|---|---|---|---|---|---|
| In millions of AUD | and buildings | equipment | improvements | in progress | Total | |
| At cost | 240.5 | 878.0 | 176.8 | 33.8 | 1,329.1 | |
| Accumulated depreciation | (73.1) | (641.6) | (119.7) | - | (834.5) | |
| Net book amount 1 April 2022 | 167.4 | 236.4 | 57.1 | 33.8 | 494.6 | |
| Additions | 3.9 | 97.4 | 10.4 | 26.8 | 138.5 | |
| Additions through business combinations |
5.5 | 18.1 | 0.5 | 0.3 | 24.4 | |
| Disposals | (1.1) | (9.7) | (0.3) | (1.2) | (12.3) | |
| Transfers | (3.7) | 2.6 | 1.4 | (4.3) | (4.0) | |
| Depreciation expense | (6.6) | (70.1) | (10.4) | - | (87.1) | |
| Exchange differences | 8.5 | 12.3 | 4.5 | 1.5 | 26.8 | |
| Net book amount 31 March 2023 | 173.7 | 287.0 | 63.2 | 56.9 | 580.8 | |
| At cost | 260.2 | 911.0 | 180.8 | 56.9 | 1,409.0 | |
| Accumulated depreciation | (86.4) | (624.0) | (117.6) | - | 828.2 | |
| Net book amount 1 April 2023 | 173.7 | 287.0 | 63.2 | 56.9 | 580.8 | |
| Additions | 27.0 | 103.4 | 15.1 | (2.5) | 143.0 | |
| Additions through business combinations |
12.8 | 29.8 | 0.8 | 0.1 | 43.5 | |
| Disposals | (7.5) | (3.9) | (8.2) | - | (19.6) | |
| Transfers | 1.1 | (3.8) | - | 3.4 | 0.7 | |
| Depreciation expense | (10.8) | (75.0) | (9.1) | - | (94.9) | |
| Exchange differences | (0.4) | 3.4 | 1.5 | (0.6) | 3.9 | |
| Net book amount 31 March 2024 | 195.9 | 340.9 | 63.3 | 57.2 | 657.4 | |
| At cost | 289.4 | 1,067.1 | 190.3 | 57.2 | 1,604.1 | |
| Accumulated depreciation | (93.5) | (726.2) | (127.0) | - | (946.7) | |
| Net book amount 31 March 2024 | 195.9 | 340.9 | 63.3 | 57.2 | 657.4 |
ACCOUNTING POLICY – PROPERTY, PLANT AND EQUIPMENT
Owned assets
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs. Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “Other expenses” in the profit and loss statement. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.
Borrowing costs
The Group capitalises borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. All other borrowing costs are recognised in the profit and loss using the effective interest method.
2024 | Annual Financial Statements
Page 80 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Reclassification to investment property
When the use of a property changes from owneroccupied to investment property, the property is held at cost and reclassified as investment property.
Subsequent costs
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in the profit and loss statement as an expense as incurred.
Depreciation
Depreciation is calculated on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is charged to the profit and loss statement on a straightline or diminishing value basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives in the current and comparative periods are as follows:
==> picture [192 x 47] intentionally omitted <==
----- Start of picture text -----
||||
|---|---|---|
|•|Buildings|20–40 Years|
|•|Plant and equipment|3–10 Years|
|•|Leasehold improvements|3–20 Years|
----- End of picture text -----
2f. Investment property
==> picture [225 x 99] intentionally omitted <==
----- Start of picture text -----
||||
|---|---|---|
|In millions of AUD|Consolidated|
|2024|2023|
|Carrying amount at the|9.8|9.9|
|beginning of the year|
|Additions|4.0|-|
|Depreciation|(0.3)|(0.1)|
|Carrying amount at end of year|13.4|9.8|
----- End of picture text -----
Investment property comprises a commercial property leased to a third party. The current lease expired in September 2022 and is rolling monthly while the extension is under negotiation. See note 4f (Leases) for further information.
Fair value of the property is estimated to be $26.0 million (2023: $26.0 million) based on a capitalisation rate of 6.1% (2023: 6.1%).
ACCOUNTING POLICY – INVESTMENT PROPERTY
Investment property is property held either to earn rental income or for capital appreciation or for both. Investment property is measured at cost and is depreciated on a straight-line basis over the estimated useful life.
The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually and adjusted if appropriate.
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
2g. Intangible assets
| In millions of AUD | Consolidated |
|---|---|
| Goodwill Purchased trademarks & brand names Customer relationships Technology & non-compete agreements Software Total |
|
| Balance 1 April 2022 Additions through business combinations Additions Transfer Disposal Amortisation Effect of movements in foreign exchange |
1,118.6 0.4 61.2 0.7 13.9 1,194.8 153.3 0.3 39.6 0.1 0.9 194.2 - - - - 7.6 7.6 - - - - (0.9) (0.9) (39.8) - - - (1.9) (41.7) - - (10.2) (0.2) (4.2) (14.6) 68.6 - 5.4 0.1 0.4 74.5 |
| Balance 31 March 2023 Additions through business combinations Additions Transfer Disposal Amortisation Effect of movements in foreign exchange |
1,300.7 0.7 96.0 0.7 15.8 1,413.9 |
| 45.4 6.4 17.4 0.6 5.1 74.9 |
|
| - - - - 8.8 8.8 |
|
| - - - - - - |
|
| - - - - (0.8) (0.8) |
|
| - (0.5) (14.1) (0.3) (5.1) (20.0) |
|
| 30.5 - 2.5 - 0.2 33.2 |
|
| Balance 31 March 2024 | 1,376.6 6.6 101.8 1.0 24.0 1,510.0 |
IMPAIRMENT TESTS FOR CASH GENERATING UNITS CONTAINING GOODWILL
Calculation of recoverable amounts
The recoverable amount of assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.
The following cash generating units have significant carrying amounts of goodwill:
| The following cash generating carrying amounts of goodwill: |
units have significant |
|---|---|
| Carrying value In millions of AUD |
Consolidated 2024 2023 |
| ALS Commodities ALS Life Sciences |
532.5 529.2 844.1 771.5 |
| 1,376.6 1,300.7 |
The value in use calculations performed for all cash generating units use cash flow projections based on actual operating results, the Board approved budget for
FY25, and forecasts drawn from FY26 to FY29 which are based on management’s estimates of underlying economic conditions, past financial results, and other factors anticipated to impact the cash-generating units’ (CGUs)performance. The terminal value of all CGUs has been forecasted using a nominal growth rate of 2.75%.
Terminal growth rate is consistent with the prior year. Directors believe the terminal growth rate is an appropriate estimate of the long-term average growth rates achievable in the industries and geographies in which the Group participates.
Should the short-term projections used, or the reestablishment of historical operating metric not eventuate in future periods, impairment may result.
The following nominal pre-tax discount rates have been used in discounting the projected cash flows.
| 2024 | 2023 | ||
|---|---|---|---|
| ALS Commodities | 13.6% | 13.6% | |
| ALS Life Sciences | 11.3% | 11.2% |
The discount rates used have been supported by independent analysis commissioned by the Group.
The determination of the recoverable amounts of the Group’s CGUs involves significant estimates and judgements and the results are subject to the risk of adverse and sustained changes in the key markets and/or geographies in which the Group operates.
Sensitivity analyses performed indicate a reasonably
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
possible change in any of the key assumptions for the Group’s remaining CGUs would not result in impairment. The potential impacts of climate change have been considered in the Group’s impairment testing through downside scenario analysis and key assumption sensitivity assessment. No material financial risks on the carrying value were identified.
ACCOUNTING POLICY – INTANGIBLE ASSETS
Goodwill
Goodwill arising on the acquisition of a subsidiary or business is included in intangible assets.
Subsequent measurement
Goodwill is measured at cost less accumulated impairment losses. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment.
Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses.
Expenditure on internally generated goodwill and brands is recognised in the profit and loss statement as an expense as incurred.
Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.
Amortisation
Amortisation is calculated on the cost of an asset less its residual value. Amortisation is charged to the profit and loss statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Goodwill and intangible assets with an indefinite useful life are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the date they are available for use.
The estimated useful lives in the current and comparative periods are as follows:
| comparative periods are as follows: | |
|---|---|
| • Capitalised computer software | 3–10 Years |
| • Trademarks and brand names | 2–5 Years |
| • Customer relationships and contracts | 1–15 Years |
2h. Other assets and liabilities
| In millions of AUD | Consolidated 2024 2023 |
|---|---|
| Other assets and liabilities Current assets Prepayments Other Non-current assets Related party loans Investments in other corporations Other Current liabilities Income tax Fair value derivative Non-current liabilities Related party loans Contingent consideration and deferred payments relating to acquisitions Other |
57.4 47.4 19.3 8.4 |
| 76.7 55.8 |
|
| 2.9 1.6 5.5 8.3 28.9 22.8 |
|
| 37.3 32.7 |
|
| 13.8 28.6 0.4 - |
|
| 14.2 28.6 |
|
| - 6.2 8.6 30.1 26.4 3.7 |
|
| 35.0 40.0 |
2i. Investments accounted for using the equity method
The Group had a 49% shareholding in both Nuvisan GmbH and Nuvisan ICB GmbH (collectively Nuvisan), both pharmaceutical testing companies with operations in Germany and France. Both entities were private entities not listed on any public exchange. The Group’s interest in Nuvisan was accounted for using the equity method in the consolidated financial statements.
On 25 March 2024 the Group announced that it had agreed with the majority shareholder, Nuvisan Pharma Holdings (GmbH), to acquire the remaining 51% interest in Nuvisan with EUR1 consideration transferred and took control from this date.
The previously reported investment accounted for using the equity method was discontinued on 25 March 2024 and reported as an investment in controlled entities from 25 March 2024.
On the date ALS took control of Nuvisan, the fair value of the initial 49% interest was S24.4 million and a fair value adjustment of $224.5 million has been recognised in the Group’s consolidated statement of comprehensive income for the year ended 31 March 2024.
- Technology and non-compete agreements 4 Years
The residual value, the useful life and the amortisation method applied to an asset are reassessed at least annually and adjusted if appropriate.
2024 | Annual Financial Statements
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
The following table illustrates the summarised financial information of the Group’s investment in Nuvisan.
| In millions of AUD | 2024 2023 |
|---|---|
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Group’s share in equity 49% Goodwill Other intangibles Amortisation of intangibles Deferred tax liability Foreign currency translation reserve Group’s carrying amount of investment |
- 138.2 - 234.4 - (146.0) - (161.9) |
| - 64.7 |
|
| - 31.7 - 169.0 - 94.4 - (16.2) - (23.5) - 2.5 |
|
| - 257.9 |
|
| Movement in carrying amount of investment Opening balance Group share of net losses for year Dividends received Amounts recognised directly in OCI Foreign exchange movements Fair value adjustment Transfer to investment in controlled entity Group’s carrying amount of investment |
257.9 222.2 (8.1) (2.9) (4.8) - (1.1) 18.2 5.0 20.4 (224.5) - (24.4) - |
| - 257.9 |
The Group financial statements included the following results of the associate up to 24 March 2024:
| Revenue Expenses Other income Financing costs (Loss)/Profit before tax Income tax recovery/(expense) (Loss)/Profit for the year Other comprehensive (loss)/income that will not be reclassified to profit or loss in subsequent periods, net of tax Total comprehensive (loss)/income for year Group’s share of net (loss)/profit for year at 49% Amortisation of intangibles Group’s share of net losses foryear |
253.9 289.7 (281.7) (291.1) 26.2 14.1 (0.1) (1.2) |
|---|---|
| (1.6) 11.5 0.8 (1.9) |
|
| (0.8) 9.6 (2.0) 37.2 |
|
(2.8) 46.8 |
|
| (0.4) 4.7 (7.7) (7.6) |
|
| (8.1) (2.9) |
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NET DEBT
This section provides information about the overall debt of the company. Where relevant the accounting policies that have been applied and significant estimates and judgements made is included with each note.
-
3a. Cash and cash equivalents
-
3b. Reconciliation of operating profit to net cash
-
3c. Reconciliation of liabilities arising from financing activities
-
3d. Loans and borrowings
3a. Cash and cash equivalents
| In millions of AUD | Consolidated | Consolidated |
|---|---|---|
| 2024 | 2023 | |
| Cash and cash equivalents in the statement of cash flows |
299.9 | 179.6 |
The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in note 4.
ACCOUNTING POLICY – CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash balances and deposits at call. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
3b. Reconciliation of operating profit to net cash
| In millions of AUD | Consolidated | Consolidated |
|---|---|---|
| 2024 | 2023 |
|
| Profit for the period | 15.0 | 292.5 |
| Adjustments for: | ||
| Amortisation and depreciation | 173.9 | 158.6 |
| Loss on sale of property plant and equipment |
5.4 | 2.3 |
| Accrued interest on deferred consideration |
3.4 | 2.2 |
| Gain on sale of Asset Care | - | (12.3) |
| Nuvisan fair value and acquisition adjustments |
220.7 | - |
| Nuvisan restructuring provision | 28.1 | - |
2024 | Annual Financial Statements
Page 84 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
| Total Nuvisan items32 Share-settled performance rights amounts recognised during the year Share of associates and joint venture net profit Net non-cash expenses Operating cashflow before changes in working capital and provisions (Increase) in trade and other receivables (Increase)/decrease in inventories Increase/(Decrease) in trade and other payables (Decrease)/increase in taxation provisions Net cash from operating activities |
248.8 - (6.4) (7.2) (1.6) (2.5) 1.4 15.6 |
|---|---|
| 439.9 449.2 (42.9) (40.9) (1.8) (17.9) (23.5) 23.3 (21.6) 26.2 |
|
| 350.1 439.9 |
3c. Reconciliation of liabilities arising from financing activities
| In millions of AUD |
Long- term notes |
Bank loans |
Lease liabilities |
Total |
|---|---|---|---|---|
| 1-Apr-23 | 831.9 | 370.7 |
245.6 |
1,448.2 |
| Net cash flows | 224.2 | 23.3 |
(61.0) |
186.5 |
| Non-cash | ||||
| changes | ||||
| Acquisition | - | 5.8 |
208.0 |
213.8 |
| Foreign | ||||
| exchange | 14.5 | 4.4 |
4.3 |
23.2 |
| movements | ||||
| 31-Mar-24 | 1,070.6 | 404.2 |
396.9 |
1,871.7 |
| In millions of AUD |
Long- term notes |
Bank loans |
Lease liabilities |
Total |
|---|---|---|---|---|
| 1-Apr-22 | 775.5 | 248.9 | 213.2 | 1,237.6 |
| Net cash flows | 12.6 | 95.7 | (52.9) | 55.4 |
| Non-cash changes | ||||
| Acquisition | - | 8.5 | 72.3 | 80.8 |
| Foreign | ||||
| exchange | 43.8 | 17.6 | 13.0 | 74.4 |
| movements | ||||
| 31-Mar-23 | 831.9 | 370.7 | 245.6 | 1,448.2 |
3d. Loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate and foreign currency risk, see note 4a.
| In millions of AUD Current liabilities |
Consolidated 2024 2023 |
|---|---|
| Bank loans Lease liabilities |
239.6 128.3 78.1 51.2 |
| 317.7 179.5 |
|
| Non-current liabilities | |
| Bank loans Long term notes Lease liabilities |
164.6 242.4 1,070.6 831.9 318.8 194.4 |
| 1,554.0 1,268.7 |
BANK LOANS
The Group maintains revolving bank facilities with a group of six banks totalling USD$450.0 million. These bank facilities will mature in May 2024 (USD$200 million), May 2025 (USD$100 million) and May 2026 (USD$150 million). Funding available to the Group from these committed undrawn facilities at 31 March 2024 amounted to $345.8 million (2023: $336.0 million).
The Group maintains a separate bullet maturity fixed rate EUR31.0m bank facility. The EUR funds drawn under this facility will mature in September 2024.
The Company and seven of its subsidiaries, namely Australian Laboratory Services Pty Ltd, ALS Group Finance Pty Ltd, ALS Canada Limited, ALS Group General Partnership, ALS Group USA Corp, ALS Inspection UK Ltd, and Stewart Holdings Management Ltd are parties to multicurrency term loan facility agreements as borrowers with several banks.
The weighted average interest rate (incorporating the effect of interest rate contracts) for all bank loans at balance date is 5.8% (2023: 3.4%).
Under the terms of the agreements, the Company and a number of its wholly owned subsidiaries jointly and severally guarantee and indemnify the banks in relation to each borrower’s obligations.
LONG-TERM NOTES
The Company’s controlled entities Australian Laboratory Services Pty Ltd, ALS Group Finance Pty Ltd, ALS Testing Services Group Inc. and ALS Canada Ltd have issued long-term, fixed rate notes to investors in the US Private Placement market.
The long-term note issuances occurred in each of July 2019, November 2020, July 2022 and again in November 2023.
32 Refer note 5a.
2024 | Annual Financial Statements
Page 85 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
The notes are issued in tranches and denominated in Australian dollars, US dollars, Euros, Pound Sterling and Canadian dollars. The notes mature as follows – due November 2028: $223.4 million, November 2030: $289.5 million, due July 2032: $299.1 million and due July 2034: $259.0 million.
Interest is payable semi-annually to noteholders. The weighted average interest rate (incorporating the effect of interest rate contracts) for all long-term notes at balance date is 3.7% (2023: 3.2%).
Under the terms of the note agreements, the Company and a number of its wholly owned subsidiaries jointly and severally guarantee and indemnify the noteholders in relation to the issuer’s obligations.
ACCOUNTING POLICY – LOANS AND BORROWINGS
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the profit and loss statement over the period of the borrowings on an effective interest basis.
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RISK AND CAPITAL MANAGEMENT
This section provides information about the Group’s risk and capital management. Where relevant the accounting policies that have been applied and significant estimates and judgements made is included with each note.
4a. Financial and capital risk management
4b. Capital and reserves
4c. Financial instruments
4d. Contingencies 4e. Capital commitments 4f. Leases
4a. Financial and capital risk management
The Audit and Risk Committee obtains assurance about the internal control and risk management environment through regular reports from the Risk and Compliance team.
The Group has exposure to the following risks from their use of financial instruments:
-
Credit risk
-
Liquidity risk
-
Market risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital.
CREDIT RISK
The Group has an established credit policy, and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. The Group does not require collateral in respect of financial assets. There is no single customer making up a material percentage of the Group’s revenue.
| is no single customer making up of the Group’s revenue. |
a material | percentage |
|---|---|---|
| Geographic concentrations | ||
| of trade receivables are: | 2024 | 2023 |
| Australia | 20.7% | 23.1% |
| Canada | 9.3% | 10.7% |
| USA | 10.8% | 13.0% |
| UK | 9.6% | 10.5% |
| Other countries | 49.5% | 42.8% |
The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the balance sheet.
Counterparties to transactions involving derivative financial instruments are large Australian and international banks with whom the Group has a signed netting agreement. Management does not expect any counterparty to fail to meet its obligations.
The Group's policy is to provide financial guarantees only to wholly owned subsidiaries. Details of the Deed of Cross Guarantee are provided in note 5c.
RISK MANAGEMENT FRAMEWORK
Identification, measurement and management of risk is a strategic priority for the Group. The provision of goods and services carries diverse risks that may have a material impact on the Group’s financial position and performance. Consequently, the Board has established a comprehensive framework covering accountability, oversight, measurement and reporting to maintain high standards of risk management throughout the Group.
The Group allocates specific roles in the management of risk to executives and senior managers and to the Board. This is undertaken within an overall framework and strategy established by the Board.
LIQUIDITY RISK
The liquidity position of the Group is continuously managed using cash flow forecasts to ensure sufficient liquid funds are available to meet its financial commitments in a timely and cost-effective manner. The Group maintains over $530 million available liquidity, 13.0x interest coverage (2023: 16.4x), and weighted average debt maturity of 4.8 years as at 31 March 2024 (2023: 5.8years).
2024 | Annual Financial Statements
Page 86 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
The Group is party to bilateral debt facility and longterm note agreements, which provide funding for acquisitions and working capital (refer to note 3c), and, since year-end, has entered into new additional threeyear bilateral revolving bank facilities totalling US$300 million ($460.9 million), which have been finalised in April 2024 (refer to note 7e).
Note 4c details the repayment obligations with respect to the amount of the facilities and derivatives used.
MARKET RISK
Interest rate risk
Interest rate risk is the risk that the Group’s financial position and performance will be adversely affected by movements in interest rates. Interest rate risk on cash and short-term deposits is not considered to be a material risk due to the short-term nature of these financial instruments.
The Group’s interest rate risk arises from long-term debt. Floating rate debt exposes the Group to cash flow interest rate risk and fixed-rate debt exposes the Group to fair value interest rate risk. Interest rate risk is managed by maintaining an appropriate mix of fixed and floating rate debt. The Group enters into interest rate swaps to manage the ratio of fixed-rate debt to floating-rate debt. Hedging is undertaken against specific rate exposures only, as disclosed in note 4c.
The Group has borrowed funds in foreign currencies to hedge its net investments in foreign operations. The Group has United States dollar, Canadian dollar, Euro, and Great British Pound Sterling denominated borrowings designated as hedges of the Group’s net investments in subsidiaries with the same functional currencies.
Capital management
Capital comprises equity attributable to equity holders, loans and borrowings and cash and cash equivalents.
Capital management involves the use of corporate forecasting models, which facilitates analysis of the Group’s financial position, including cash flow forecasts to determine future capital management requirements. Capital management is undertaken to ensure a secure, cost-effective and flexible supply of funds is available to meet the Group’s operating and capital expenditure requirements, including returns to shareholders. The Group monitors gearing and treasury policy breaches and exceptions. The gearing ratio (net debt to net debt plus equity) as at balance date is 49.5% (2023: 42.6%).
The Group maintains a stable capital base from which it can pursue its growth aspirations, while maintaining a flexible capital structure that allows access to a range of debt and equity markets to both draw on and use to repay capital.
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures.
Foreign exchange risk arises from future purchase and sales commitments and assets and liabilities that are denominated in a currency that is not the functional currency of the respective Group's entities. Measuring the exposure to foreign exchange risk is achieved by regularly monitoring and performing sensitivity analysis on the Group’s financial position.
The Group may enter into forward foreign exchange contracts (FECs) to hedge certain forecast purchase commitments denominated in foreign currencies (principally US dollars). The terms of these commitments are generally less than three months. The amount of forecast purchases is estimated based on current conditions in foreign markets, customer orders, commitments to suppliers and experience.
4b. Capital and reserves
| 4b. Capital and reserves | 4b. Capital and reserves |
|---|---|
| RECONCILIATION OF MOVEMENT IN CAPITAL In millions of AUD Consolidated 2024 2023 |
|
| Issued and paid-up share capital | |
| 484,167,684 ordinary shares fully paid (2023: 484,167,684) Movements in ordinary share capital |
1,325.9 1,326.1 |
| Balance at beginning of year Shares issued under dividend reinvestment plan (456,340 @ $11.59 per share) 8,966 Net Treasury shares (purchased), vested and issued to employees (2023: - 10,418) Balance at end of year |
1,326.1 1,321.0 - 5.3 (0.2) (0.2) |
| 1,325.9 1,326.1 |
As at the end of year, the total number of treasury shares held by the ALS Limited LTI Plan Trust was 72,454 (2023: 63,488). These treasury shares are held by the Trust to meet the Company’s future anticipated equitysettled performance rights obligations in respect of the LTI Plan.
2024 | Annual Financial Statements
Page 87 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
TERMS AND CONDITIONS
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are entitled to the net proceeds of liquidation.
RESERVES
The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity, as well as from the translation of liabilities or changes in fair value of derivatives that hedge the Company’s net investment in a foreign subsidiary. The employee sharebased awards reserve comprises the cumulative amount, recognised as an employee expense to date, of the fair value at grant date of share-based, share-settled awards granted to employees. Refer to notes 1d and 8a.
Other reserves comprise the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.
DIVIDENDS
Dividends recognised in the current year by the Company are:
| Company are: | |
|---|---|
| In millions of AUD Cents per share Franked amount (cents) |
Total amount Date of payment |
| 2024 | |
| Interim 2024 ordinary 19.6 3.9 |
94.9 14 Dec 23 |
| Final 2023 ordinary 19.4 1.9 |
93.9 6 Jul 23 |
| 188.8 | |
| 2023 Interim 2023 ordinary 20.3 - 98.3 16 Dec 22 Final 2022 ordinary 17.0 5.1 82.2 4 Jul 22 180.5 Dividend declared after the end of the financial year: |
|
| Final 2024 ordinary 19.6 3.9 94.9 2 Jul 24 |
The franked components of all dividends paid or declared since the end of the previous financial year were franked based on a tax rate of 30.0%.
| In millions of AUD | Consolidated | Consolidated |
|---|---|---|
| Dividend franking account | 2024 | 2023 |
| 30% franking credits available to | ||
| shareholders of ALS Limited for | 2.7 | (7.8) |
| subsequent financial years |
The above available amounts are based on the balance of the dividend franking account at year-end adjusted for:
-
franking credits/debits that will arise from the payment/receipt of current tax liabilities/assets
-
franking debits that will arise from the payment of dividends recognised as a liability at the year-end
-
franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated group at the year-end; and
-
franking credits that the entity may be prevented from distributing in subsequent years.
ACCOUNTING POLICY
Transaction costs
Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit.
Dividends
Dividends are recognised as a liability in the period in which they are declared.
2024 | Annual Financial Statements
Page 88 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
4c. Financial instruments
LIQUIDITY RISK
Contractual maturities for financial liabilities on a gross cash flow basis are analysed below:
CONSOLIDATED
| CONSOLIDATED | ||||||
|---|---|---|---|---|---|---|
| As at 31 March 2024 In millions of AUD |
6 months or less |
6 to 12 months |
1 to 2 years |
2 to 5 years |
Over 5 years |
Total |
| Trade and other payables Lease liabilities Long term notes Bank loans Contingent consideration and deferred payments relating to acquisitions Total |
461.6 | - | - | - | - | 461.6 |
| 45.7 | 42.1 | 75.2 | 167.7 | 108.6 | 439.3 | |
| 20.1 | 20.0 | 40.0 | 338.7 | 942.2 | 1,361.0 | |
| 249.4 | 6.6 | 60.6 | 111.4 | - | 428.0 | |
| 19.8 | 26.0 | 7.7 | 0.9 | - | 54.4 | |
| 796.6 | 94.7 | 183.5 | 618.7 | 1,050.8 | 2,744.3 |
CONSOLIDATED
| CONSOLIDATED | |
|---|---|
| As at 31 March 2023 In millions of AUD |
6 months or less 6 to 12 months 1 to 2 years 2 to 5 years Over 5 years Total |
| Trade and other payables Lease liabilities Long term notes Bank loans Contingent consideration and deferred payments relating to acquisitions Total |
346.3 - - - - 346.3 31.0 27.3 46.4 93.6 80.8 279.1 13.5 13.5 27.0 80.9 952.0 1,086.9 6.8 130.6 138.9 108.6 - 385.0 10.5 27.4 29.0 1.0 - 67.9 |
| 408.2 198.8 241.3 284.1 1,032.8 2,165.2 |
CURRENCY RISK
The Group’s exposure to foreign currency risk at balance date was as follows, based on notional amounts:
CONSOLIDATED
| In millions of AUD | 2024 |
|---|---|
| USD CAD EUR GBP |
|
| Trade and other receivables Cash at bank Long term notes Bank loan Trade and other payables Net balance sheet exposure CONSOLIDATED |
15.9 - 10.9 0.7 |
| 36.6 0.2 8.2 0.7 |
|
| (30.7) (119.0) (215.2) (67.8) |
|
| - - (51.3) - |
|
| (2.6) (0.0) (1.0) (0.1) |
|
| 19.1 (118.8) (248.3) (66.5) |
|
The following exchange rates against the Australian dollar applied at 31 March:
| CONSOLIDATED | ||
|---|---|---|
| In millions of AUD | 2023 USD CAD EUR GBP 17.8 - 6.0 1.2 40.2 2.3 6.5 (2.3) USD (29.9) (27.6) (129.9) (64.6) CAD - - (178.6) - EUR (2.9) (0.1) (0.6) 0.1 GBP 25.2 (25.4) (296.6) (65.7) |
31 March spot rate 2024 2023 0.65094 0.66986 0.88260 0.90636 0.60412 0.61579 0.51626 0.54160 |
| Trade and other receivables Cash at bank Long term notes Bank loan Trade and other payables Net balance sheet exposure |
2024 | Annual Financial Statements
Page 89 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
SENSITIVITY ANALYSIS
A 10% strengthening of the Australian dollar against the above currencies at 31 March would have increased (decreased) profit before income tax and equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2023. The sensitivity of equity is calculated by considering the effect of any associated cash flow hedges and hedges of a net investment in foreign operation at 31 March for the effects of the assumed changes of the underlying risk.
| In millions of AUD As at 31 March 2024 |
Consolidated Profit Equity (4.5) 2.8 (0.0) 10.8 (1.7) 24.2 (0.1) 6.2 (6.3) 44.0 |
In millions of AUD As at 31 March 2023 |
Consolidated Profit Equity |
|---|---|---|---|
| USD CAD EUR GBP |
USD CAD EUR GBP |
(5.0) 2.7 (0.2) 2.5 (1.1) 28.0 0.1 5.9 |
|
| (6.2) 39.1 |
A 10% weakening of the Australian dollar against the above currencies at 31 March would have increased (decreased) profit before income tax and equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2023.
| In millions of AUD As at 31 March 2024 |
Consolidated Profit Equity 5.5 (3.4) 0.0 (13.2) 2.0 (29.6) 0.1 (7.5) 7.7 (53.8) |
In millions of AUD As at 31 March 2023 |
Consolidated Profit Equity |
|---|---|---|---|
| USD CAD EUR GBP |
USD CAD EUR GBP |
6.1 (3.3) 0.2 (3.1) 1.3 (34.3) (0.1) (7.2) |
|
| 7.5 (47.9) |
INTEREST RATE RISK
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
| Consolidated In millions of AUD |
2024 2023 2024 2023 Fixed-rate instruments Variable-rate instruments |
|---|---|
| Financial assets Financial liabilities |
- - 299.9 179.6 (1,467.8) (1,205.8) (404.2) (242.3) |
| (1,467.8) (1,205.8) (104.3) (62.7) |
SENSITIVITY ANALYSIS
Fair value sensitivity analysis for fixed-rate instruments
The Group has designated interest rate contracts as hedging instruments under a fair-value hedge accounting model in relation to its fixed-rate long-term notes. The interest rate contracts swap the fixed interest payable on a portion of the loan notes to variable interest rates for the term of the debt. In accordance with the Group’s accounting policy (refer to note 3d) changes in fair value of the interest rate contracts together with the change in fair value of the debt arising from changes in interest rates are recognised in the profit and loss (to the extent the fair value hedge is effective). In 2024, the change in fair value of interest rate contracts was $nil million (2023: Nil) and was offset in the Group’s profit and loss statement by an equal amount relating to the change in fair value of the hedged risk. A change of 50 basis points in interest rates at the reporting date would not materially impact the Group’s profit and loss before income tax or equity (2023: Nil).
2024 | Annual Financial Statements
Page 90 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Cash flow sensitivity analysis for variable rate instruments
A change of 50 basis points in interest rates at the reporting date would have increased (decreased) profit before income tax and equity by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2023.
| Consolidated In millions of AUD |
As at 31 March 2024 As at 31 March 2023 Profit Equity Profit Equity |
|---|---|
| Variable-rate instruments Cash flow sensitivity (net) |
50 bp increase 50 bp decrease 50 bp increase 50 bp decrease 50 bp increase 50 bp decrease 50 bp increase 50 bp decrease (0.5) 0.5 – – (0.3) 0.3 – – |
| (0.5) 0.5 – – (0.3) 0.3 – – |
Fair values of financial instruments
The Group’s financial assets and liabilities are included in the balance sheet at amounts that approximate fair values except fixed-rate debt which has a fair value of $945.3 million (2023: $929.8 million). The basis for determining fair values is disclosed in note 7c. The fair value at 31 March 2024 of derivative liability which are the Group’s only financial instruments carried at fair value, was a net loss of $0.4 million (2023: $4.8 million loss) measured using Level 2 valuation techniques as defined in the fair value hierarchy shown in note 7c. The Group does not have any financial instruments that are categorised as Level 1 in the fair value hierarchy.
4d. Contingencies
ALS Coal Australian Superintending and Certification Unit
In February 2020 and April 2020, the Group reported to shareholders that certificates of analysis issued by the Group’s Coal Superintending and Certification Unit were amended without proper justification.
In late 2023, the Group received notification of a Federal Court preliminary discovery application in New South Wales commenced on behalf of prospective applicants. The applicants are seeking procedural orders for discovery of various documents pertaining to coal shipments involving various Korean power entities to assist them to determine whether they may have the right to obtain relief against the Group and other prospective respondents.
The Group is responding appropriately to the preliminary proceeding application.
Other than the above matter, the Directors are of the opinion that there are no material contingent liabilities at 31 March 2024.
4e. Capital commitments
| In millions of AUD | Consolidated | Consolidated |
|---|---|---|
| 2024 | 2023 | |
| Capital expenditure commitments | ||
| Plant and equipment contracted | ||
| but not provided for and | 51.7 | 26.1 |
| payable within one year |
4f. Leases
LEASES AS LESSEE
The Group leases many assets including property, vehicles, laboratory and office equipment.
Carrying amounts of the Group’s right-of-use assets and lease liabilities and the movement during the period:
Should any matters be brought in future periods seeking to obtain relief against the Group, these will be thoroughly assessed by the Group and vigorously defended. No provision has been made in the financial statements with respect to this matter.
2024 | Annual Financial Statements
Page 91 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
ACCOUNTING POLICY
| In millions of AUD |
Right-of-use assets | Right-of-use assets | Right-of-use assets | Right-of-use assets | |
|---|---|---|---|---|---|
| Property | Vehicles | Equipment | Total | Lease liabilities |
|
| As at 1 April 2023 Additions Additions through acquisitions Amortisation Interest Payments FX As at 31 March 2024 |
170.4 10.1 51.2 |
231.7 | 245.6 | ||
| 49.2 8.7 16.6 |
74.5 | 73.9 | |||
| 117.0 0.5 2.3 |
119.7 | 133.1 | |||
| (47.5) (6.3) (9.2) |
(63.0) | - | |||
| 9.0 | |||||
| (70.0) | |||||
| 4.7 - 0.1 |
4.8 | 5.3 | |||
| 293.8 13.0 61.0 |
367.8 | 396.9 | |||
| As at 1 April 2022 Additions Additions through acquisitions Amortisation Interest Payments FX As at 31 March 2023 |
159.2 13.3 26.3 41.0 4.5 31.2 1.5 0.1 0.3 (42.5) (8.2) (6.6) 11.2 0.4 0.0 |
198.8 76.7 1.9 (57.3) 11.6 |
213.2 68.1 4.2 8.0 (60.4) 12.5 |
||
| 170.4 10.1 51.2 |
231.7 | 245.6 |
The Group recognised rent expense from shortterm leases of $5.9 million (2023: $4.3 million) and leases of low-value assets of $1.3 million (2023: $1.8 million) for the year ended 31 March 2024.
Maturity analysis – contractual undiscounted cash flows:
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
-
the contract involves the right to use of an identified asset – this may be specified explicitly and should be physically distinct or represent substantially all the capacity of a physically distinct asset (if the supplier has a substantive substitution right, then the asset is not identified).
-
the Group has the right to obtain substantially all the economic benefits from the use of the asset throughout the period of use; and
-
the Group has the right to direct the use of the asset.
The Group has the right to control an asset when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Group has the right to direct the use of the asset if either:
-
the Group has the right to operate the asset; or
-
the Group designed the asset in a way that predetermines how and for what purpose it will be used.
At inception or reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component based on their relative stand-alone prices.
However, for leases of land and buildings in which it is a lessee, the Group does not separate non-lease components and account for these lease and nonlease components as a single lease component.
| cash flows: | |
|---|---|
| In millions of AUD | Consolidated 2024 2023 |
| Due up to one year 87.8 58.3 Due between one and five years 242.9 140.0 Due after five years 108.6 80.8 Total undiscounted lease liabilities at period end 439.3 279.1 Lease liabilities included in the balance sheet at period end Current 78.1 51.2 Non-current 318.8 194.4 396.9 245.6 |
87.8 58.3 242.9 140.0 108.6 80.8 |
| 439.3 279.1 |
|
| 396.9 245.6 |
2024 | Annual Financial Statements
Page 92 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease, i.e. the date the underlying asset is available for use. Right-of-use assets are measured at cost, less any accumulated amortisation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of the right-of-use asset comprises the initial lease liability amount, initial direct costs incurred when entering in the lease less lease incentives received and an estimate of the costs to be incurred in dismantling and removing the underlying asset and restoring the site on which it is located, to the condition required by the terms and conditions of the lease.
Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are amortised on a straight-line basis over the shorter of its estimated useful life and the lease term.
An impairment review is undertaken for any rightof-use assets that show indicators of impairment, and an impairment loss is recognised against any right-of-use lease asset that is impaired.
Lease liabilities
The lease liability is measured at the present value of the fixed and variable lease payments made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group. Lease payments are apportioned between the finance charged and reduction of the lease liability using the incremental borrowing rate at lease commencement date.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of lowvalue assets recognition exemption to leases that are considered of low value (less than A$7,000). Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Leases as lessor
The Group leases out its investment property held under operating lease (see note 2f). During the year ended 31 March 2024, A$2.2 million was recognised as rental income in the profit and loss statement (2023: A$2.2 million).
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GROUP STRUCTURE
This section provides information about the Group’s structure. Where relevant the accounting policies that have been applied and significant estimates and judgements made is included with each note.
5a. Acquisition of subsidiaries
5b. Global operating entities and ultimate parent 5c. Deed of cross guarantee
5d. Parent entity disclosures
5a. Acquisition of subsidiaries
BUSINESS COMBINATIONS
In millions of AUD
| In millions of AUD |
|||
|---|---|---|---|
| Consider- | |||
| Interest | Date |
ation | |
| 2024 | acquired | acquired |
paid |
| Indtech | |||
| Instruments | 92% | Sep 23 |
18.8 |
| Private Limited | |||
| Algoritmos y | |||
| Mediciones Ambientales |
100% | Dec 23 |
29.3 |
| SpA | |||
| Nuvisan | Remaining 51% |
Mar 24 |
- |
| Other | 28.3 | ||
| 76.3 |
Included in trade and other payables and other non-current liabilities is contingent consideration of A$15.5 million relating to above acquisitions as at 31 March 2024.
2024 | Annual Financial Statements
Page 93 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
If the acquisitions had occurred on 1 April 2023, management estimates that the Group’s revenue from continuing operations would have been $2,738.4 million and net profit after tax from continuing operations would have increased by $3.2 million to $18.2 million.
In millions of AUD
| In millions of AUD |
|
|---|---|
| 2023 Interest acquired Date acquired |
Consid- eration paid |
| HRL Group 100% Jul 2022 |
79.7 |
| Servicios de Ingenieria y Ambiente S.A.S. 100% Nov 2022 |
18.4 |
| Reliance Clinical Testing Services, Inc. 100% Nov 2022 |
20.3 |
| ALS GoldSpot Discoveries Ltd. 100% Dec 2022 |
28.7 |
| Other | 51.4 |
| 198.5 |
Included in trade and other payables and other non-current liabilities is deferred and contingent liabilities of $20.5 million as at 31 March 2023.
The purchase price allocation was finalised in FY24, which resulted in retrospective reduction in goodwill of $6.5 million, and increases in deferred tax liabilities of $2.4 million, customer relationships of $6.2 million and brand names of $2.7 million.
In September 2023, the Group acquired 92% of the issued capital of Indtech Instruments Private Limited. The cash purchase consideration was $18.8 million. The acquired net tangible assets were $6.5 million. In addition to the acquired net tangible assets, goodwill (non-deductible for tax) of $12.3 million was recognised.
The acquisition has been accounted for using the acquisition method. The consolidated financial statements include the results of Indtech Instruments Private Limited for the seven-month period from the acquisition date. All acquired amounts were recorded on a provisional basis at 31 March 2024.
Directly attributable transaction costs of $0.4 million relating to this acquisition were included in administration and other expenses in the profit and loss statement. In the period to 31 March 2024. Indtech Instruments Private Limited contributed revenue of $3.4 million and a net profit after tax of $2.4 million to the consolidated net profit after tax for the year.
Indtech Instruments Private Limited was acquired for the purpose of broadening the pharma reach of the Group’s existing Asian Life Sciences division. The goodwill recognised on acquisition is attributable mainly to skills and technical talent of the acquired business’ workforce and the synergies expected to be achieved from integrating the company into the Group’s existing business. The goodwill is not expected to be deductible for income tax purposes.
Algoritmos y Mediciones Ambientales SpA
Indtech Instruments Private Limited
| Indtech Instruments Private Limited |
Indtech Instruments Private Limited |
|---|---|
| In millions of AUD Fair value 2024* |
|
| Property, plant and equipment 4.1 |
|
| Trade and other receivables 2.6 |
|
| Cash and cash equivalents 0.7 |
|
| Inventories 0.2 |
|
| Trade and other payables (1.1) |
|
| Net identifiable assets and 65 |
|
| liabilities . |
|
| Intangibles on acquisition 12.3 |
|
| Paid in cash 18.8 |
|
| Cash (acquired) (0.7) |
|
| Net cash outflow 18.1 |
- This acquisition has been recognised on a provisional basis.
| In millions of AUD | Fair value* |
|---|---|
| 2024 | |
| Property, plant and equipment | 5.3 |
| ROU assets | 1.7 |
| Trade and other receivables | 5.7 |
| Inventories | 0.4 |
| Identifiable intangible assets | 0.9 |
| Cash and cash equivalents | 0.1 |
| Trade and other payables | (2.7) |
| Interest bearing loans | (2.4) |
| Deferred tax liability | (0.1) |
| Lease liabilities | (1.9) |
| Employee benefits | (0.5) |
| Net identifiable assets and liabilities |
6.5 |
| Intangibles on acquisition | 22.8 |
| Total consideration | 29.3 |
| Deferred consideration | (11.2) |
| Paid in cash | 18.1 |
| Cash (acquired) | (0.1) |
| Net cash outflow | 18.0 |
*This acquisition has been recognised on a provisional basis.
2024 | Annual Financial Statements
Page 94 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
In December 2023, the Group acquired 100% of the issued capital of Algoritmos y Mediciones Ambientales SpA. The cash purchase consideration was $18.1 million. The acquired net tangible assets were $6.5 million. In addition to the acquired net tangible assets, intangibles (non-deductible for tax) of $22.8 million was recognised.
The acquisition has been accounted for using the acquisition method. The consolidated financial statements include the results of Algoritmos y Mediciones Ambientales SpA for the four-month period from the acquisition date.
Directly attributable transaction costs of $0.3 million relating to this acquisition were included in administration and other expenses in the profit and loss statement. In the period to 31 March 2024 Algoritmos y Mediciones Ambientales SpA contributed revenue of $7.1 million and a net profit after tax of $0.6 million to the consolidated net profit after tax for the year.
Algoritmos y Mediciones Ambientales SpA was acquired for the purpose of broadening the environmental service reach of the Group’s existing South American Life Sciences division. The goodwill recognised on acquisition is attributable mainly to skills and technical talent of the acquired business’ workforce and the synergies expected to be achieved from integrating the company into the Group’s existing business. The goodwill is not expected to be deductible for income tax purposes.
Nuvisan
| Nuvisan | Nuvisan |
|---|---|
| In millions of AUD Fair value 2024* |
|
| Property, plant and equipment 31.3 |
|
| Trade and other receivables 91.0 |
|
| ROU assets 118.1 |
|
| Cash and cash equivalents 10.7 |
|
| Software 5.2 |
|
| Identifiable intangible assets 7.5 |
|
| Inventories 4.1 |
|
| Deferred tax assets/(liabilities) 3.3 |
|
| Interest bearing liabilities (1.7) |
|
| Lease liabilities (131.2) |
|
| Income tax liabilities (0.1) |
|
| Trade and other payables (98.3) |
|
| Employee benefits (11.7) |
|
| Net identifiable assets and 22 |
|
| liabilities 8. |
|
| Acquisition date fair value of initial 49% interest (24.4) |
|
| Consideration for 51% - |
|
| Gain on bargain purchase 3.8 |
On 25 March 2024 the Group announced that it has agreed with the majority shareholder, Nuvisan Pharma Holdings (GmbH), to acquire the remaining 51% interest in Nuvisan with EUR1 consideration transferred and took control from this date.
The acquired net tangible assets were $20.7 million. In addition to the acquired net tangible assets, brand names and customer relationships of $7.5 million were recognised.
A provisional bargain purchase gain of $3.8 million has been recognised in the Group’s consolidated statement of comprehensive income for the year ended 31 March 2024 as the provisional fair value of the net assets of the acquired business is greater that the consideration.
At 31 March 2024 Nuvisan operated defined benefit pension liability funds. A provisional assessment by an independent actuary of these funds indicated that the position of the funds was as follows at 31 March 2024:
| follows at 31 March 2024: | |
|---|---|
| In millions of AUD | Nuvisan GmbH Nuvisan ICB |
| # of separate plans active in legal entity |
6 18 |
| Sum of defined benefit obligation Sum of fund assets to meet obligation Net (deficiency/surplus) |
(15.2) (109.6) 4.9 115.2 |
| (10.3) 5.6 |
The acquisition of Nuvisan has been achieved in stages which required a remeasurement of the previously held interests in the acquiree when applying the acquisition method. The consolidated financial statements include the balance sheet of Nuvisan as at 31 March 2024.
Directly attributable transaction costs of $0.6 million relating to this acquisition were included in administration and other expenses in the profit and loss statement. Before obtaining control, Nuvisan losses were accounted for using the equity method. Refer note 2i.
Nuvisan was acquired for the purpose of broadening the pharma reach of the Group’s European division.
*This acquisition has been recognised on a provisional basis.
2024 | Annual Financial Statements
Page 95 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Other acquirees’ net assets at acquisition dates
| In millions of AUD | Fair | Fair |
|---|---|---|
| value* | value |
|
| 2024 | 2023 |
|
| Property, plant and equipment | 3.4 | 22.5 |
| ROU assets | - | 1.9 |
| Trade and other receivables | 4.1 | 15.3 |
| Inventories | 0.1 | 2.8 |
| Cash and cash equivalents | 1.3 | 7.0 |
| Identifiable intangible assets | 0.2 | 12.2 |
| Investment in equity accounted | ||
| entity | - | 3.3 |
| Income Tax assets/(liabilities) | 0.3 | (0.3) |
| Deferred tax assets/(liabilities) | - | (3.1) |
| Employee benefits | (0.2) | (1.9) |
| Interest bearing liabilities | (1.6) | (8.5) |
| Trade and other payables | (3.2) | (9.6) |
| Lease liabilities | (0.1) | (4.2) |
| Net identifiable assets and | ||
| liabilities | 4.3 | 37.4 |
| Intangibles on acquisition | 23.9 | 164.8 |
| Total consideration | 28.3 | 202.2 |
| Contingent consideration | (4.4) | (20.5) |
| Paid in cash | 23.9 | 181.7 |
| Cash (acquired) | (1.3) | (7.0) |
| Net cash outflow | 22.6 | 174.7 |
*These acquisitions have been recognised on a provisional basis.
Directly attributable transaction costs of $1.4 million (2023: $3.1 million) relating to these acquisitions were included in administration and other expenses in the profit and loss statement. In the period to 31 March 2024 the other acquirees contributed revenue of $10.7 million (2023: $18.1 million) and a net profit after tax of $2.0 million (2023: $1.0 million) to the consolidated net profit after tax for the year.
The goodwill recognised on acquisition is attributable mainly to skills and technical talent of the acquired business’ workforce and the synergies expected to be achieved from integrating the company into the Group’s existing business.
ACCOUNTING POLICY – BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group.
The Group measures goodwill at the acquisition date as:
-
the fair value of the consideration transferred; plus
-
the recognised amount of any non-controlling interests in the acquiree; plus
-
if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
-
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit and loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
Transaction costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured, and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit and loss. When share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination.
2024 | Annual Financial Statements
Page 96 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
This determination is based on the market-based value of the replacement awards compared with the market-based value of the acquiree’s awards and the extent to which the replacement awards relate to past and/or future service.
In determining the fair value of identifiable net assets acquired, the Group considers the existence of identifiable intangible assets such as brand names, trademarks, customer contracts and relationships, and in-process research and development intangible assets. Where material, these items are recognised separately from goodwill.
5b. Global operating entities and ultimate parent
The controlled entities disclosed are limited to those entities with a contribution to Group consolidated revenue of at least 1.0%, but also includes the main operating legal entity in every country where the Group has permanent operations, even where such legal entity represents less than 1.0% of the Group consolidated revenues. The list also includes major borrowers but excludes dormant and pure sub-holding entities.
| Country of incorporation |
Parent entity |
|---|---|
| Australia | ALS Limited |
| Country of Incorporation |
Controlled entities |
| Argentina | ALS Argentina S.A. |
| Australia | ACIRL Proprietary Ltd |
| Australia | ACIRL Quality Testing Services Pty Ltd |
| Australia | ALS Metallurgy Pty Ltd ATF Ammtec Unit Trust |
| Australia | Australian Laboratory Services Pty Ltd |
| Australia | ALS Water and Hydrographics Pty Ltd |
| Australia | MinAnalytical Laboratory Services Australia Pty Ltd |
| Bolivia | ALS Bolivia Ltda |
| Botswana | ALS Laboratory Botswana (Pty) Ltd |
| Brazil | ALS AMBIENTAL Ltda |
| Burkina Faso | ALS Burkina SARL |
| Cambodia | Australian Laboratory Services (ALS) (Cambodia) Co., Ltd. |
| Canada | ALS Canada Ltd. |
| Chile | ALS Patagonia S.A. |
| China | ALS Chemex (Guangzhou) Ltd |
| Colombia | ALS Life Sciences Colombia S.A.S. |
| Czech Republic | ALS Czech Republic s.r.o. |
| Denmark | ALS Denmark AS |
| Country of Incorporation Controlled entities |
Country of Incorporation Controlled entities |
|---|---|
| Dominican Republic ALS Dominican Republic SAS |
|
| Ecuador ALS ECUADOR ALSECU S.A. |
|
| Egypt Australian Laboratory Services Company |
|
| England ALS Inspection UK Limited |
|
| England ALS Laboratories (UK) Ltd |
|
| Ethiopia ALS Services PLC |
|
| Finland ALS Finland OY |
|
| France Nuvisan France S.a.r.l. |
|
| Germany Invitek Molecular GmbH |
|
| Germany Nuvisan GmbH |
|
| Germany Nuvisan ICB GmbH |
|
| Ghana ALS Ghana Limited |
|
| Greenland ALS Greenland ApS |
|
| Hong Kong ALS Technichem (HK) Pty Ltd |
|
| India ALS Testing Services India Private Limited |
|
| Ireland OMAC Laboratories Limited |
|
| Italy ALS Italia S.r.l. |
|
| Ivory Coast ALS Ivory Coast SARL |
|
| Kazakhstan ALS KazLab LLP |
|
| Laos Australian Laboratory Services (Lao) Ltd |
|
| Mali Group de Laboratoire ALS MALI SARL |
|
| Mexico ALS Chemex de Mexico S.A. de C.V. |
|
| Mexico Laboratorio de Control ARJ, S. A. de C. V. |
|
| Mongolia ALS Group LLC |
|
ALS Inspection Mozambi |
ue Service |
| Mozambique , LDA |
|
| Myanmar ALS Testing Services Company Limited |
|
ALS Laboratory Namibia |
|
| Namibia (Proprietary) Ltd |
|
| Netherlands ALS Inspection Netherlands BV |
|
| New Zealand Analytica Laboratories Limited |
|
| Norway ALS Laboratory Group Norway AS |
|
| Panama ALS Panama S.A. |
|
| Peru ALS LS PERU S.A.C. |
|
| Peru ALS Peru S.A. |
|
| Poland ALS Food & Pharmaceutical Polska Sp. z.o.o. |
|
| Portugal ALS Life Sciences Portugal, SA |
|
| Romania ALS Romania S.R.L |
|
| Russia ALS Chita Laboratory LLC |
|
| Scotland ALS Petrophysics Limited |
|
| Senegal ALS Senegal SUARL |
|
| Serbia ALS Laboratory Services DOO BOR |
2024 | Annual Financial Statements
Page 97 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
| Country of Incorporation |
Controlled entities |
|---|---|
| Singapore | ALS Technichem (S) Pte Ltd |
| Slovakia | ALS SK, s.r.o. |
| South Africa | ALS Chemex South Africa (Proprietary) Ltd |
| South Korea | ALS Inspection South Korea Limited |
| Spain | Aquimisa S.L. |
| Sudan | Australian Laboratory Services Co. Ltd. |
| Suriname | Australian Laboratory Services Suriname N.V. |
| Sweden | ALS Scandinavia AB |
| Thailand | ALS Laboratory Group (Thailand) Co Ltd |
| Turkey | ALS Laboratory Services Limited Sirketi |
| USA | ALS Group USA, Corp |
| USA | ALS Services USA, Corp |
| USA | ALS Testing Services Group USA |
| USA | ALS USA Inc |
| Uzbekistan | ALS Testing Toshkent LLC |
| Zambia | Australian Laboratory Group (Zambia) Limited |
ACCOUNTING POLICY – CONSOLIDATED ENTITIES
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to or has rights to variable returns from its involvement with the entity and can affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.
Associates and joint ventures
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Joint ventures are those entities over whose activities the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Interests in associates and joint ventures are accounted for using the equity method. They are recognised initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and Other Comprehensive Income of equity accounted investees, until the date on which significant influence or joint control ceases.
Non-controlling interests
Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as stemming from such transactions. The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary.
Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners. Adjustments to non-controlling interest are based on a proportionate amount of the net assets of the subsidiary. No adjustments are made to goodwill and no gain or loss is recognised in profit or loss.
Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with associates and joint ventures are eliminated to the extent of the Group’s interest in the entity with adjustments made to the “Investments accounted for using the equity method” and “Share of net profit of associates and joint ventures accounted for using the equity method” accounts.
5c. Deed of cross guarantee
Pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785 dated 28 September 2016, the wholly owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and Directors’ reports.
The subsidiaries subject to the Deed are:
-
ACIRL Proprietary Limited
-
ACIRL Quality Testing Services Pty Ltd
-
ALS Group Finance Pty Ltd
-
ALS Industrial Australia Pty Ltd
-
ALS Industrial Holdings Pty Ltd
-
ALS Industrial Power Services Pty Ltd
-
ALS Metallurgy Holdings Pty Ltd
-
ALS Metallurgy Pty Ltd
-
ALS Metallurgy Pty Ltd atf Ammtec Unit Trust
-
ALS Russian Holdings Pty Ltd
-
ALS South American Holdings Pty Ltd
-
ALS Water and Hydrographics Pty Ltd
-
Australian Laboratory Services Pty Ltd
-
HRL Holdings Ltd
-
Marc Technologies Pty Ltd
2024 | Annual Financial Statements
Page 98 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
-
Marc Technologies Pty Ltd atf Marc Unit Trust
-
MinAnalytical Laboratory Services Australia Pty Ltd
-
OCTFOLIO Pty Ltd
-
OCTIEF Pty Ltd
It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001.
If a winding up occurs under other provisions of the Act, the Company will only be liable if after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees if the Company is wound up.
A consolidated profit and loss statement, consolidated statement of comprehensive income and consolidated balance sheet, comprising the Company and subsidiaries which are a party to the Deed, after eliminating all transactions between parties to the deed of cross guarantee, at 31 March 2024 is set out below.
Summary profit and loss statement and retained profits
| In millions of AUD | Consolidated 2024 2023 |
|---|---|
| Profit before tax Income tax expense Profit after tax Retained profits at beginning of year Retained earnings adjustment33 Dividends recognised during the year Retained profits at end of year |
202.4 143.8 (22.2) (17.8) |
| 180.1 126.0 |
|
| (78.5) (3.9) (2.4) (16.9) (190.6) (183.7) |
|
| (91.4) (78.5) |
Statement of comprehensive income
| In millions of AUD | Consolidated 2024 2023 |
|---|---|
| Profit for the period Total comprehensive income for the period BALANCE SHEET |
180.1 126.0 |
| 180.1 126.0 |
|
| In millions of AUD | Consolidated 2024 2023 |
|---|---|
| Assets | |
| Cash and cash equivalents Trade and other receivables Inventories Other Total current assets Receivables Investments accounted for using the equity method Investment property Deferred tax assets Property, plant and equipment Right-of-use assets Intangible assets Other investments Total non-current assets Total assets |
31.9 37.0 130.5 115.1 10.4 9.4 9.8 11.3 |
| 182.6 172.8 |
|
| 239.1 202.2 23.7 22.0 13.4 9.8 38.6 35.8 184.2 164.5 71.9 57.7 362.1 362.4 1,630.0 1,603.8 |
|
| 2,563.2 2,477.0 |
|
| 2,745.8 2,649.9 |
|
| Liabilities | |
| Trade and other payables | 67.0 69.1 17.4 16.8 5.0 10.7 32.6 31.0 |
| Loans and borrowings | |
| Income tax payable Employee benefits Total current liabilities Loans and borrowings Employee benefits Other Total non-current liabilities Total liabilities |
|
| 121.9 127.6 |
|
| 1,193.2 1,250.5 5.3 4.1 181.5 13.8 |
|
| 1,380.0 1,268.4 1,501.9 1,396.0 |
|
| Net assets | 1,243.9 1,253.9 |
| Equity Share capital Reserves Retained earnings |
1,325.9 1,326.1 9.3 6.3 (91.4) (78.5) |
| Total equity | 1,243.9 1,253.9 |
33 Represents amounts taken directly to retained earnings.
2024 | Annual Financial Statements
Page 99 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
5d. Parent entity disclosures
| Result of parent entity In millions of AUD |
2024 2023 |
|---|---|
| Profit for the period Total comprehensive income for the period |
330.4 162.1 |
| 330.4 162.1 |
Financial position of parent entity at year end
| In millions of AUD | 2024 2023 |
|---|---|
| Current assets 21.0 20.8 Total assets 2,016.0 1,988.6 Current liabilities 14.0 20.3 Total liabilities 593.3 708.6 Net assets 1,422.7 1,280.0 Share capital 1,325.9 1,326.1 Reserves 9.3 6.2 Retained earnings 87.5 (52.3) Total equity 1,422.7 1,280.0 Parent entity capital commitments In millions of AUD 2024 2023 Plant and equipment contracted but not provided for and payable within one year 0.3 - 0.3 - |
21.0 20.8 2,016.0 1,988.6 |
| 14.0 20.3 593.3 708.6 |
|
| 1,422.7 1,280.0 |
|
| 1,325.9 1,326.1 9.3 6.2 87.5 (52.3) |
|
| 1,422.7 1,280.0 |
|
| 0.3 - |
Parent entity guarantees in respect of the debts of its subsidiaries. The Company is party to financing facilities and a deed of cross guarantee under which it guarantees the debts of a number of its subsidiaries. Refer to notes 3d and 5c for details.
2024 | Annual Financial Statements
Page 100 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
==> picture [9 x 8] intentionally omitted <==
TAXATION
This section provides information about the Group’s income tax expense (including a reconciliation of income tax expense to accounting profit), deferred tax balances and income tax recognised directly in equity. Where relevant the accounting policies that have been applied and significant estimates and judgements made is included with each note.
6a. Income taxes
6b. Deferred tax assets and liabilities
6a. Income taxes
| In millions of AUD Recognised in the profit and loss statement |
Consolidated 2024 2023 |
|---|---|
| Current tax expense | |
| Current year Adjustments for prior years Deferred tax expense Origination and reversal of temporary differences Total income tax expense in profit and loss statement Reconciliation between tax expense and pre-tax net profit/(loss) |
92.0 101.8 (0.2) 2.9 |
| 91.8 104.7 14.5 9.7 |
|
| 106.3 114.4 |
|
| Profit/(loss) before tax Income tax using the domestic corporation tax rate of 30% (2023: 30%) Difference resulting from different tax rates in overseas countries Increase in income tax expense due to: |
121.3 390.7 |
| 36.4 117.2 (13.2) (14.3) |
|
| 23.2 102.9 |
|
| Non-deductible expenses Non-deductible new market expansion and acquisition related costs Tax losses of subsidiaries not recognised Non-resident withholding tax paid upon receipt of distributions from foreign related parties Non-deductible Nuvisan fair value adjustment Non-deductible amortisation of intangibles Under/(over) provided in prior years Decrease in income tax expense due to: |
2.5 3.4 0.9 1.2 0.4 0.5 4.7 4.7 74.5 - 1.8 1.4 (0.2) 2.9 |
| 84.6 14.1 |
|
| Previously unrecognised tax losses used during the year Share of associate entities net profit Tax exempt revenues Income tax expense on pre-tax net profit/(loss) Deferred tax recognised directly in equity |
- (0.2) (0.5) (0.8) (1.0) (1.6) |
| (1.5) (2.6) |
|
| 106.3 114.4 |
|
| Relating to hedging reserve | - 1.4 - 1.4 |
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FOR THE YEAR ENDED 31 MARCH 2024
6b. Deferred tax assets and liabilities
RECOGNISED DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets and liabilities are attributable to the following:
| RECOGNISED DEFERRED TAX ASSETS AND LIABILITIES Deferred tax assets and liabilities are attributable to the following: |
|
|---|---|
| Consolidated | Assets Liabilities |
| In millions of AUD | 2024 2023 2024 2023 |
| Property, plant and equipment Unrealised FX losses/(gains) Provisions and other payables Intangible assets Unearned revenue Fair value derivatives Inventories Other items Tax value of loss carry-forwards recognised Gross deferred tax assets/liabilities Set off of tax Net deferred tax assets/liabilities |
10.0 9.3 19.7 25.7 17.4 12.9 2.8 2.4 44.4 28.6 0.8 0.5 - - 26.5 26.9 8.4 3.1 - - - - - - - - 3.0 2.7 15.2 15.9 28.4 12.2 4.2 2.4 - - |
| 99.6 72.2 81.2 70.4 (44.5) (47.9) (44.5) (47.9) |
|
| 55.1 24.3 36.7 22.5 |
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
| In millions of AUD | Consolidated 2024 2023 |
|---|---|
| Tax losses | 40.1 40.7 |
Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits.
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
ACCOUNTING POLICY
Income taxes
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the profit and loss statement except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised in equity or other comprehensive income, respectively.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (except for transactions that, on initial recognition, give rise to equal taxable and deductable temporary differences such as recognition of an ROU asset and a lease liability), and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend.
Tax consolidation
The Company and its wholly owned Australian resident entities have formed a tax-consolidated group with effect from 1 April 2003 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is ALS Limited.
Nature of tax funding arrangements
The head entity, in conjunction with other members of the tax-consolidated group, has entered into a tax funding arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts. The tax funding arrangements require payments to/from the head entity equal to the current tax liability (asset) assumed by the head entity and any tax-loss deferred tax asset assumed by the head entity, resulting in the head entity recognising an interentity payable (receivable) equal in amount to the tax liability (asset) assumed. The inter-entity payables (receivables) are at call.
Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity’s obligation to make payments for tax liabilities to the relevant tax authorities.
Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as a current asset or liability in the balance sheet.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the taxation authority, are classified as operating cash flows.
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FOR THE YEAR ENDED 31 MARCH 2024
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OTHER INFORMATION
This section provides information on items that are not considered to be significant in understanding the financial performance and position of the Group but must be disclosed to comply with the Accounting Standards, the Corporation Act 2001 or the Corporations Regulations.
7a. Basis of preparation
7b. Significant accounting policies
7c. Determination of fair value
7d. Auditor’s remuneration
- 7e. Events subsequent to balance date
7a. Basis of preparation
STATEMENT OF COMPLIANCE
The financial report is a general-purpose financial report which has been prepared in accordance with Australian Accounting Standards (“AASBs”) adopted by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The consolidated financial report of the Group also complies with the International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board.
The financial report was authorised for issue by the Directors on 21 May 2024.
GOING CONCERN
The financial statements have been approved by the Directors on a going concern basis.
BASIS OF MEASUREMENT
The financial report is prepared on the historical cost basis except that derivative financial instruments and liabilities for cash-settled share-based payments are measured at fair value.
USE OF ESTIMATES AND JUDGEMENTS
The preparation of a financial report requires judgements, estimates and assumptions to be made, affecting the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
In particular, the most significant uses of estimates and judgements are described in notes 2a Trade and other receivables, 2g Intangible assets, 4f Lease, 5a Acquisition of subsidiaries, 6a Income taxes and 6b Deferred tax assets and liabilities.
COMPARATIVES
Certain comparative balances have been represented due to discontinued operations.
7b. Significant accounting policies
The accounting policies applied by the Group in this Financial report are the same as those applied by the Group in its consolidated financial report as at and for the year ended 31 March 2023.
Accounting policies that apply to specific content in the financial statements have been included within the relevant notes.
Accounting policies that apply across a number of contents in the financial statements are listed below.
FUNCTIONAL AND PRESENTATION CURRENCY
The financial report is presented in Australian dollars which is the Company’s functional currency. The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ reports) Instrument 2016/191 dated 24 March 2016 and in accordance with that Instrument, amounts in the financial report have been rounded off to the nearest hundred thousand dollars, unless otherwise stated.
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
INTERNATIONAL TAX REFORM—PILLAR TWO MODEL RULES – AMENDMENTS TO IAS 12
The amendments to IAS 12 have been introduced in response to the OECD’s BEPS Pillar Two rules and include:
-
A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and
-
Disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.
The mandatory temporary exception – the use of which is required to be disclosed – applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 January 2023. The impact of the amendments on the Group’s consolidated financial statements for the year ended 31 March 2024 are currently being assessed by the Group.
Several other amendments apply for the first time in FY24, but do not have an impact on the consolidated financial statements of the Group.
IMPAIRMENT
Financial assets
The Group’s primary type of financial assets subject to AASB 9’s expected credit loss model is trade receivables. The Group has applied the simplified approach permitted in AASB 9, which requires the use of the lifetime expected loss provision for all receivables, whereas AASB 139 operated under an incurred loss model and would only recognise impairments when there was objective evidence.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost, the reversal is recognised in the profit and loss statement.
Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than inventories (see note 2c) and deferred tax assets (see note 6b), are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit and loss statement, unless an asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through the profit and loss statement.
Impairment losses recognised in respect of cashgenerating units are allocated first to reduce the carrying amount of any goodwill allocated to cashgenerating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro-rata basis.
Goodwill that forms part of the carrying amount of an investment in equity accounted investees is not recognised separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment is tested for impairment as a single asset when there is objective evidence that the investment may be impaired.
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.
All impairment losses are recognised in the profit and loss statement.
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
HEDGING
Cash flow hedges
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective portion of any gain or loss on the derivative financial instrument is recognised in other comprehensive income and presented in the hedging reserve in equity. When the forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, or the forecast transaction for a non-financial asset or non-financial liability, the associated cumulative gain or loss is transferred from other comprehensive income and included in the initial cost or other carrying amount of the non-financial asset or liability. In other cases, the amount recognised in other comprehensive income is transferred to the profit and loss statement in the same period that the hedged item affects profit or loss.
The ineffective portion of any change in fair value is recognised immediately in the profit and loss statement.
When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship, but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in other comprehensive income is recognised immediately in the profit and loss statement.
Fair value hedges
Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognised in the profit or loss. The hedged item also is stated at fair value in respect of the risk being hedged; the gain or loss attributable to the hedged risk is recognised in profit or loss with an adjustment to the carrying amount of the hedged item.
Economic hedges
Where a derivative financial instrument is not designated in a qualifying hedge relationship, all changes in fair value are recognised in the profit and loss statement.
FOREIGN CURRENCY
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the profit and loss statement, except for differences arising on the translation of a financial liability designated as a hedge of the net investment in a foreign operation or qualifying cash flow hedges, which are recognised in other comprehensive income. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined.
Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Australian dollars at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated to Australian dollars at rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised in other comprehensive income and presented in the foreign currency translation reserve (FCTR). When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss as part of the profit or loss on disposal. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income and are presented within equity in the FCTR.
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Hedge of net investment in foreign operations
The Group applies hedge accounting to foreign currency differences arising between the functional currency of the foreign operation and the parent entity’s functional currency regardless of whether the net investments are held directly or through an intermediate parent. Foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment in a foreign operation are recognised in other comprehensive income, in the foreign currency translation reserve, to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences are recognised in the profit and loss statement. When the hedged part of a net investment is disposed of, the associated cumulative amount in equity is transferred to the profit and loss statement as an adjustment to the gain or loss on disposal.
Derivative financial instruments
The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.
On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.
7c. Determination of fair value
The following summarises the major methods and assumptions used in estimating the fair values for measurement and disclosure purposes:
FAIR VALUE HIERARCHY
In determining fair value measurement for disclosure purposes, the Group uses the following fair value measurement hierarchy that reflects the significance of the inputs used in making the measurements:
-
Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.
-
Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-
Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument’s valuation.
DERIVATIVES
Forward exchange contracts are marked to market using publicly available forward rates. Interest rate contracts are marked to market using discounted estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date.
Where discounted cash flow techniques are used, estimated future cash flows are based on management’s best estimates and the discount rate is a market-related rate for a similar instrument at the balance sheet date. Where other pricing models are used, inputs are based on market-related data at the balance sheet date.
The put and call option is measured at fair value using market multiples in the Testing, Inspection and Certification (TIC) sector for like businesses at the measurement date.
LOANS AND BORROWINGS
Fair value is calculated based on discounted expected future principal and interest cash flows, discounted at the market rate of interest at the measurement date.
Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, derivative financial instruments are stated at fair value and changes therein are recognised immediately in the profit and loss statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged.
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
TRADE AND OTHER RECEIVABLES/PAYABLES
For receivables/payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other receivables/payables are discounted to determine the fair value.
LEASE LIABILITIES
The fair value is estimated as the present value of future cash flows, discounted at market interest rates for homogenous lease agreements. The estimated fair value reflects changes in interest rates.
SHARE-BASED PAYMENT TRANSACTIONS
The fair value of share-based awards to employees is measured using binomial tree (earnings per share and EBITDA hurdles and service condition) and MonteCarlo simulation (total shareholder return hurdle) valuation methodologies. Measurement inputs include the Company’s share price on measurement date, expected volatility thereof, expected life of the awards, the Company’s expected dividend yield and the risk-free interest rate. Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. Refer to note 8a for details.
CONTINGENT CONSIDERATION
7d. Auditor’s remuneration
| In thousands of AUD | Consolidated 2024 2023 |
|---|---|
| Audit services | |
| Auditors of the Company EY Australia: Audit and review of consolidated and company financial reports Other EY member firms: Audit and review of consolidated and company financial reports Other services |
1,149.0 896.0 1,903.0 1,920.0 |
| 3,052.0 2,816.0 |
|
| Auditors of the Company EY Australia: Other assurance and sustainability services |
81.0 68.0 |
| 81.0 68.0 |
It is the Group’s policy not to use its external auditor for non-audit services. In very limited circumstances where EY is engaged, pre-approval is sought for the non-audit services being rendered.
The fair value of contingent consideration is calculated using the income approach based on the expected payment amounts and their associated probabilities. When appropriate, it is discounted to present value.
The significant unobservable inputs are the assumed earnings of the acquirees, the discount rate and the minimum and maximum EBITDA target.
The Group assumed that the acquiree would achieve their earnings target.
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
7e. Events subsequent to balance date
Increase of loan facility
In April 2024 the Group has entered into new additional three-year bilateral revolving multi-currency senior bank facilities totalling USD300 million ($460.9 million) with six of its existing bank lenders. These new facilities will be used to refinance current bank debt maturing in May 2024, and increase liquidity to also fund the acquisitions of both York and Wessling, announced as of 31 March.
Acquisitions post balance date
Subsequent to 31 March 2024, the Group announced execution of the following sale purchase agreements:
| Business Acquired |
Status | ALS Segment |
Equity Consideration $m |
|---|---|---|---|
| York Analytical Laboratories |
Completed | Life Sciences |
65.034 |
| Wessling | |||
| Holding GmbH & Co. |
Pending | Life Sciences |
130.8 |
| KG |
York Analytical Laboratories
| York Analytical Laboratories | |
|---|---|
| In millions of AUD | Fair value* |
| 2024 | |
| Property, plant and equipment | 9.2 |
| ROU assets | 4.0 |
| Trade and other receivables | 7.7 |
| Cash and cash equivalents | 0.7 |
| Inventories | 0.3 |
| Deferred tax assets | 1.0 |
| Loans and borrowings | (24.9) |
| Lease liabilities | (3.5) |
| Trade and other payables | (9.5) |
| Net identifiable assets and liabilities | (14.9) |
| Intangibles on acquisition | 79.9 |
| Paid in cash | 65.0 |
| Cash (acquired) | (0.7) |
| Net cash outflow | 64.3 |
*Provisional values
34 York equity consideration of $65.0 million excludes external net debt repaid at the closing time to give total enterprise value of $89.2 million.
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
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EMPLOYMENT MATTERS
This section provides information on items relating to share-based payments and key management personnel.
8a. Share-based payments
8b. Key management personnel disclosures
8a. Share-based payments
The Group operates a long-term incentive plan (LTIP) designed as a retention and reward tool for high-performing personnel. Under the plan, key employees may be granted conditional rights to receive ordinary shares in the Company at no cost to the employees (or in limited cases to receive cash-settled awards). These conditional rights have performance hurdles which are assessed at the end of the performance period.
Service based rights were also issued during FY24 to some key management personnel (KMP) under the Short-Term Incentive Plan in respect of deferred compensation earned for STI during FY23. A further tranche of new service-based rights in respect of deferred compensation earned for STI during FY24 will be granted to certain KMP during FY25. An estimated accrual for the fair value of services received in return for these new deferred STI service rights (yet to be granted) has been made at 31 March 2024 and included in the value of share-based awards for KMP shown in Table 21 of the Remuneration Report.
All the rights carry an exercise price of nil. The terms and conditions of rights in existence during the year are set out below together with details of rights vested, lapsed and forfeited.
EQUITY-SETTLED PERFORMANCE AND SERVICE RIGHTS
All equity-settled rights refer to rights over ordinary shares in the Company and entitle an executive to ordinary shares on the vesting date subject to the achievement of performance hurdles and or a service condition. The rights expire on termination of an executive’s employment prior to the vesting date and or upon the failure of achievement of performance hurdles.
| Performance-hurdle rights granted year ended 31 March: |
2024 2023 2022 2021 |
|---|---|
| Schemeperformanceperiod | 2023-26 2022-25 2021-24 2020-23 |
| Date of grant Testing date for performance hurdles Vesting date and testing date for service condition Number of rights: |
26-Jul-23 23-Aug-22 28-Jul-21 29-Jul-20 31-Mar-26 31-Mar-25 31-Mar-24 31-Mar-23 1-Jul-26 1-Jul-25 1-Jul-24 1-Jul-23 |
| Opening balance 1 April Granted Vested and exercised Lapsed (a) Closing balance 31 March |
- 951,787 567,657 642,466 1,267,619 - - – - - – (490,944) (93,248) (229,218) (123,586) (151,522) |
| 1,174,371 722,569 444,071 - |
| Service-based rightsgrantedyear ended 31 March: | 2024 2023 2023 2023 2022 |
|---|---|
| Scheme performance period | 2024-26 2023-25 2022-24 2022-24 2021-23 |
| Date of grant Vesting date and testing date for service condition Number of rights: |
26-Jul-23 28-Mar-23 23-Aug-22 1-Jul-22 28-Jul-21 1-Jul-25 30-May-25 1-Jul-24 1-Jul-24 1-Jul-23 |
| Opening balance 1 April Granted Vested and exercised Lapsed (a) Closing balance 31 March |
- 89,191 192,246 124,919 95,634 155,546 - - - - - – – – (75,475) - (28,456) (27,043) - (20,159) |
| 155,546 60,735 165,203 124,919 - |
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
CASH-SETTLED PERFORMANCE RIGHTS
All cash-settled performance rights expire on termination of an executive’s employment prior to the vesting date and or upon the failure of achievement of performance hurdles. The amount of cash payment is determined based on the volume weighted average price of the Company’s shares over the 20 trading days following the release of the Group’s full year results for the final year of each performance period.
| Performance-hurdle rights granted year ended 31 March: | 2024 2023 2022 2021 |
|---|---|
| Scheme performance period | 2023-26 2022-25 2021-24 2020-23 |
| Date of grant Testing date for performance hurdles Vesting date and testing date for service condition Number of rights: |
26-Jul-23 23-Aug-22 28-Jul-21 29-Jul-20 31-Mar-26 31-Mar-25 31-Mar-24 31-Mar-23 1-Jul-26 1-Jul-25 1-Jul-24 1-Jul-23 |
| Opening balance 1 April Granted Vested and exercised Lapsed (a) Closing balance 31 March |
- 27,773 41,138 34,011 33,637 - - - - - - (34,011) - (3,819) (5,643) - |
| 33,637 23,954 35,495 - |
(a) Performance-hurdle rights lapsed due to hurdles not being met or on cessation of employment.
CASH-SETTLED SERVICE-BASED RIGHTS
| CASH-SETTLED SERVICE-BASED RIGHTS | |
|---|---|
| Service-based rights granted year ended 31 March: | 2024 2023 2023 2022 |
| Scheme performance period | 2023-25 2022-24 2022-24 2021-23 |
| Date of grant Vesting date and testing date for service condition Number of rights: |
26-Jul-23 23-Aug-22 1-Jul-22 28-Jul-21 1-Jul-25 1-Jul-24 1-Jul-24 1-Jul-23 |
| Opening balance 1 April Granted Vested and exercised Lapsed Closing balance 31 March |
- 5,855 15,519 6,212 1,409 - - - - – – (6,212) - (1,663) (4,675) - |
| 1,409 4,192 10,844 - |
VESTING CONDITIONS – PERFORMANCE HURDLE RIGHTS
Vesting conditions in relation to the performance-hurdle rights granted in July 2023 are set out below.
Employees must be employed by the Group on the vesting date (1 July 2026). The rights vest only if Earnings Per Share (“EPS”), relative Earnings before Interest, Tax, Depreciation and Amortisation (“EBITDA”), relative Total Shareholder Return (“TSR”) or Return on Capital Employed (“ROCE”) hurdles are achieved by the Company over the specified performance period. 25% of employees’ rights are subject to each of these hurdles. The performance hurdles and vesting proportions for each measure are as follows:
| Proportion of | |
|---|---|
| Compound annual | performance rights that |
| diluted underlying EPS | may be exercised if |
| growth (April 2023 to | underlying EPS growth |
| March 2026) | hurdle is met |
| Less than 8% per annum | 0% |
| Between 8% and 12% per annum |
Straight line vesting between 12.5% and 25% of total grant |
| 12% or higher per annum | 25% of total grant |
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ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Underlying EBITDA margin of ALS relative to underlying EBITDA margin of comparator peer companies (April 2023 to March 2026)
Proportion of performance rights that may be exercised if underlying EBITDA hurdle is met
Less than the 50[th ] percentile
0%
Straight line vesting Between the 50[th ] and between 12.5% and 75[th ] percentile 25% of total grant 75[th ] percentile or higher 25% of total grant
Comparator peer companies: Bureau Veritas (France), Eurofins (France & Germany), Intertek (UK), SGS (Switzerland), Marlowe Plc, Applus (Spain), and Montrose Environmental Group Inc.
The underlying EBITDA margin measurement is contingent upon performance of the Company against a group of comparator peer companies, which include:
Bureau Veritas (France), Eurofins (France & Germany), Intertek (UK), SGS (Switzerland), Marlowe Plc, Applus (Spain), and Montrose Environmental Group Inc.
TSR of ALS relative to TSR Proportion of of companies in ASX 100 performance rights Index over the period that may be exercised April 2023 to March 2026 if TSR hurdle is met
| TSR of ALS relative to TSR of companies in ASX 100 Index over the period April 2023 to March 2026 |
Proportion of performance rights that may be exercised if TSR hurdle is met |
|---|---|
| Less than the 50th percentile |
0% |
| Between 50thpercentile and 75thpercentile |
Straight line vesting between 12.5% and 25% of total grant |
| 75thpercentile or higher | 25% of total grant |
The TSR measurement is contingent upon performance of the Company against companies comprising the ASX 100 Index at the start of the performance period.
ROCE performance Proportion of (3- year average over performance rights the period April 2023 that may be exercised to March 2026) if ROCE hurdle is met
| Below 15.5% | 0% |
|---|---|
| Between 15.5% and 20.5% |
Straight line vesting between 0% and 25% of total grant |
| At or above 20.5% | 25% of total grant |
ROCE is calculated as underlying earnings before interest and tax (EBIT) over the three (3) year performance period divided by capital employed expressed as a percentage.
Capital employed = total shareholders’ equity + net debt (the sum of the simple averages of the balances at the beginning and end of each year during the performance period.
The cumulative performance hurdles are assessed at the testing date and the “at risk” LTI component becomes exercisable or is forfeited by the executive at this time. New offers of participation are ratified by the Board after recommendation by the People Committee.
EXPENSES RECOGNISED AS EMPLOYEE COSTS IN RELATION TO SHARE-BASED PAYMENTS
The fair value of services received in return for LTIP rights granted during the year ended 31 March 2024 is based on the fair value of the rights granted measured using Binomial Tree (EPS, EBITDA and ROCE hurdles and service condition) and Monte-Carlo Simulation (TSR hurdle) valuation methodologies with the following inputs:
| Equity-settled | Granted | Granted | Granted |
|---|---|---|---|
| rights | 2024 | 2023 | 2022 |
| Date of grant | 26 July 2023 |
23 August 2022 |
28 July 2021 |
| Weighted | |||
| average fair | |||
| value at date of grant of |
$9.05 | $10.12 | $11.20 |
| performance- | |||
| hurdle rights | |||
| Share price at date of grant |
$11.30 | $12.00 | $12.62 |
| Expected volatility |
28% | 35% | 35% |
| Expected life | 2.9 years | 2.9 years | 2.9 years |
| Risk-free interest rate |
3.90% | 3.30% | 0.13% |
| Dividend yield | 3.54% | 3.42% | 2.54% |
| Cash-settled | Granted | Granted | Granted |
| rights | 2024 | 2023 | 2022 |
| Date of grant | 26 July 2023 |
23 August 2022 |
28 July 2021 |
| Weighted | |||
| average fair | |||
| value at date of grant of |
$9.05 | $10.12 | $11.20 |
| performance- | |||
| hurdle rights | |||
| Share price at date of grant |
$11.30 | $12.00 | $12.62 |
| Expected volatility |
28% | 35% | 35% |
| Expected life | 2.9 years | 2.9 years | 2.9 years |
| Risk-free interest rate |
3.90% | 3.30% | 0.13% |
| Dividend yield | 3.54% | 3.42% | 2.54% |
The fair value of the liability for cash-settled rights, for which performance hurdle testing dates remain in the future, is remeasured at each reporting date.
2024 | Annual Financial Statements
Page 112 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Service-based rights have been issued during FY24 to some key management personnel (KMP) under the Short-Term Incentive Plan in respect of deferred compensation earned for STI outperformance during FY23. These Service Rights have had their value estimated using the volume weighted average price (VWAP) of ALS Limited shares over the five trading days which followed 31 March 2024 ($11.57).
Retention incentives in the form of service-based rights were also issued during FY23 to nominated key executives. These service-based rights will vest in May 2025.
As at 31 March 2024 there were 506,403 equity settled services rights on issue.
Service-based rights will be issued during FY25 to some key management personnel (KMP) under the ShortTerm Incentive Plan in respect of deferred
compensation earned for STI outperformance during FY24. An estimated accrual for the fair value of services received in return for these deferred STI service rights has been made at 31 March 2024 and included in the value of share-based awards for KMP shown in Table 21 of the Remuneration Report. As these service rights are yet to be issued, their value has been estimated using the volume weighted average price (VWAP) of ALS Limited shares over the five trading days which followed 31 March 2024.
Expenses recognised in relation to share-based payments during the year were:
| In thousands of AUD Note |
Consolidated 2024 2023 |
|---|---|
| Equity-settled rights 1d Cash-settled rights Total expenses recognised as employee costs Carrying amount of liabilities for cash- settled rights |
6,994 7,925 280 226 |
| 7,274 8,151 |
|
| 770 872 |
8b. Key management personnel disclosures
The following were key management personnel of the Group at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period:
CURRENT NON-EXECUTIVE DIRECTORS Bruce Phillips (Chairman) John Mulcahy
Tonianne Dwyer Siddhartha Kadia
Leslie Desjardins
Peter Possemiers
Nigel Garrard (from 7 June 2023)
Erica Mann (from 1 March 2024)
EXECUTIVE DIRECTORS
Malcolm Deane (CEO and Managing Director)
EXECUTIVES
Bruce McDonald (GM Geochemistry)
Andreas Jonsson (GM Food & Pharma)
Tim Kilmister (GM Environmental)
Stuart Hutton (Chief Financial Officer) from 1 February 2024
Luis Damasceno (Chief Financial Officer) resigned effective 19 January 2024
The key management personnel compensation included in employee expenses are as follows:
| In AUD | Consolidated 2024 2023 |
| Short-term employee benefits Post-employment benefits Value of share-based awards Other long-term benefits |
6,985,661 7,994,613 |
| 201,877 408,480 |
|
| 2,650,381 3,264,013 |
|
| 42,479 40,853 |
|
| 9,880,309 11,707,958 |
RELATED PARTY TRANSACTION
There are no other related party transactions with key management personnel during the period.
2024 | Annual Financial Statements
Page 113 of 122
ALS LIMITED AND ITS SUBSIDIARIES
FOR THE YEAR ENDED 31 MARCH 2024
Directors’ declaration
In the opinion of the Directors of ALS Limited (“the Company”):
-
The consolidated financial statements and notes numbered 1a to 8b, and the remuneration report contained in the Directors’ report, are in accordance with the Corporations Act 2001 including:
-
a) giving a true and fair view of the Group’s financial position as at 31 March 2024 and of its performance for the year ended on that date: and
-
b) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
-
the financial report also complies with the International Financial Reporting Standards as disclosed in note 7a.
-
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
There are reasonable grounds to believe that the Company and the subsidiaries identified in note 5c will be able to meet any obligations or liabilities to which they are or may become subject, by virtue of the Deed of Cross Guarantee between the Company and those entities, pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785 dated 28 September 2016 (replacing ASIC Class Order 98/1418 dated 13 August 1998).
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 31 March 2024.
Signed in accordance with a resolution of the Directors:
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Bruce Phillips Chairman Brisbane 21 May 2024
Malcolm Deane CEO & Managing Director Brisbane 21 May 2024
2024 | Annual Financial Statements
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Ernst & Young Tel: +61 7 3011 3333 111 Eagle Street Fax: +61 7 3011 3100 Brisbane QLD 4000 Australia ey.com/au GPO Box 7878 Brisbane QLD 4001
Independent auditor’s report to the members of ALS Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of ALS Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as 31 March 2024, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements, including material accounting policy information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:
-
a. Giving a true and fair view of the consolidated financial position of the Group as at 31 March 2024 and of its consolidated financial performance for the year ended on that date; and
-
b. Complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report.
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1. Nuvisan investment
Why significant
As detailed in Note 2i and Note 5a, in prior periods the Group had a 49% shareholding in both Nuvisan GmbH and Nuvisan ICB GmbH (collectively Nuvisan), both pharmaceutical testing companies, with operations in Germany and France. The Group’s 49% interest in Nuvisan was accounted for using the equity method in the consolidated financial statements.
The Group was also a party to a call option arrangement (the Option) over the remaining 51% equity in Nuvisan. The Option was exercisable from 1 January 2024, subject to certain conditions precedent.
On 25 March 2024, the conditions precedent were satisfied, and the Group exercised its option over the remaining 51% interest in Nuvisan for $nil consideration. Coincident with the acquisition of the remaining 51% of Nuvisan the Group gained control of the entity.
The Group assessed the transaction as a business combination achieved in stages. Consistent with the requirements of Australian Accounting Standards, the Group:
-
Remeasured its previously held equity interest in Nuvisan at its acquisition date fair value of $24.4 million resulting loss of $224.5 million in the Consolidated Statement of Profit and Loss and Other Comprehensive Income
-
Performed provisional business combination accounting for Nuvisan, including measuring the provisional fair values of assets, and liabilities acquired and measuring the consideration paid, being the sum of the $nil consideration paid for the acquired 51% interest and the fair value of the retained 49% interest; and
How our audit addressed the key audit matter
Our audit considered the requirements of AASB 128 Investments in Associates and Joint Ventures , AASB 10 Consolidated Financial Statements and AASB 3 Business Combinations . Our audit procedures included the following:
-
Obtained the Group’s assessment of control over Nuvisan including the Group’s exposure, or rights, to variable returns from its involvement with Nuvisan. This included reading the Share Purchase Agreements, inspection of evidence supporting the satisfaction of conditions precedent and discussions with Group management.
-
Evaluated the Group’s measurement of the acquisition date fair value of its initial 49% interest in Nuvisan.
-
Recalculated the fair value loss on remeasurement, as the difference between the equity accounted carrying amount of the Nuvisan investment (immediately prior to the transaction) and the fair value of the Group’s initial 49% interest in Nuvisan at the acquisition date.
-
Assessed the reasonableness of the provisional fair values of assets, liabilities and contingent liabilities acquired as part of the Nuvisan business combination, as determined by the Group and its external valuer.
-
Assessed the adequacy of the disclosures in the financial statements.
-
Consolidated the financial information of Nuvisan from the point it assessed it obtained control.
This is a key audit matter due to the judgement involved in assessing:
- The fair value of the Group’s initial 49% interest in Nuvisan and the amount of the resulting loss.
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2. Decentralised accounting functions and group consolidation
Why significant As detailed in Note 1a to the financial report certain segments of the Group are outside of Australia. Note 5b discloses the Group’s significant controlled entities.
The Group has operations in over 70 countries in diverse operating segments. The subsidiaries and associates (“components”) in the Group use a wide range of accounting systems to capture financial information and report to the Group.
The majority of the Group’s results are generated in a currency other than the Group’s presentation currency.
Consolidation of the Group’s results at year end involves significant oversight by the Group to monitor components’ financial reporting.
In our role as group auditor, we are required to obtain sufficient appropriate audit evidence regarding the financial information of the components within the Group to express an opinion on the consolidated financial report. We are responsible for the direction and supervision of the component audit teams.
This is a key audit matter due to the significant number of components in the Group, the extent of foreign currency translation involved, and the diverse accounting systems used by the Group requiring significant audit effort by us.
How our audit addressed the key audit matter Our audit considered the requirements of the Australian Accounting Standard AASB 10 Consolidated Financial Statements and AASB 8 Operating Segments .
To gather evidence on significant balances that consolidate to form the Group’s financial reporting, we performed the following:
-
Obtained an understanding of the components in the Group and considered the risks of material misstatement associated with them.
-
Performed component audit scoping based on size and level of risk to the Group. Our selection also included components that did not meet the above criteria to introduce an element of unpredictability in our selection of components.
-
Instructed the selected component audit teams to perform procedures on the financial information prepared for consolidation purposes, including setting component materiality levels. Our audit procedures included the review of component’s compliance with the Group’s accounting policies.
-
Evaluated the sufficiency and appropriateness of work performed by the component audit teams and assessed the impact of accounting and auditing matters reported by the component audit teams. Our procedures included:
-
Reading the reporting deliverables of component audit teams;
-
Discussing with component audit teams the findings of their procedures; and
-
Assessing underlying working papers for areas of audit focus.
-
We also participated in close out meetings with component audit teams and local management and attended sites in the UK, Canada and the USA to meet with component teams and local management.
| ► We also participated in close out meetings with component audit teams and local management and attended sites in the UK, Canada and the USA to meet with compon teams and local management. |
|
|---|---|
| ► | Checked the financial data used in the |
| consolidation process was consistent with the | |
| financial data audited by the component audit | |
| teams. We also tested the exchange rates and | |
| method used to translate and consolidate the | |
| results of foreign components. | |
| ► | Assessed the adequacy of disclosure in the |
| financial statements. |
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| Why significant | How our audit addressed the key audit matter |
|---|---|
| For components not within the above scope we performed analytical procedures on the financial information, compared the actual financial performance to prior year results and made inquiries of the Group and component management, to address residual risk of material misstatements and corroborate our scoping decisions. |
3. Revenue recognition
| Why significant | How our audit addressed the key audit matter |
|---|---|
| The Group’s revenue recognition policies are described in Note 1c. The Group derives revenue from testing and inspection services provided to customers. Revenue is recognised when a finding or inspection report or test certificate is issued. Revenue recognition is a key audit matter due to the diversified and decentralised nature of the Group’s operationsand the ability for overstatement of revenue due to manual posting of journal entries on consolidation. |
Our audit considered the requirements of AASB 15 Revenue from Contracts with Customers. Our audit procedures included the following: ► Obtained an understanding of the services rendered by the business segments of the Group and the related revenue recognition policy for the services rendered by the Group. ► Assessed the revenue recognition processes and practices including the evaluation of key internal controls over revenue recognition. ► Due to the diversified and decentralised nature of the group, worked with component audit teams to agree the scope of procedures to be performed in their respective locations. ► Tested on a sample basis, the timeliness of revenue recognition by comparing individual sales transactions to customer contract and evidence of service being rendered and approved. ► Tested the existence of accounts receivable by agreeing a sample of invoices outstanding at year end to proof of service delivery prior to year end and cash receipts after year end. ► Tested manual revenue journals posted on consolidation to supporting documentation to assess the validity of the entry. Assessed the adequacy of disclosure in the financial statements. |
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Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the information included in the Company’s 2024 annual report, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
-
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 35 to 64 of the directors’ report for the year ended 31 March 2024.
In our opinion, the Remuneration Report of ALS Limited for the year ended 31 March 2024, complies with section 300A of the Corporations Act 2001 .
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Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
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Ernst & Young
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Brad Tozer Partner Brisbane 21 May 2024
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
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Ernst & Young Tel: +61 7 3011 3333 111 Eagle Street Fax: +61 7 3011 3100 Brisbane QLD 4000 Australia ey.com/au GPO Box 7878 Brisbane QLD 4001
Auditor’s independence declaration to the directors of ALS Limited
As lead auditor for the audit of the financial report of ALS Limited for the financial year ended 31 March 2024, I declare to the best of my knowledge and belief, there have been:
-
a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
-
b. No contraventions of any applicable code of professional conduct in relation to the audit; and
-
c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit.
This declaration is in respect of ALS Limited and the entities it controlled during the financial year.
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Ernst & Young
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Brad Tozer Partner 21 May 2024
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
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