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EVT LIMITED — Annual Report 2016
Aug 24, 2016
64888_rns_2016-08-24_e0d1abf9-a8e0-4156-9a82-a3f9b7f6b502.pdf
Annual Report
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EVENT HOSPITALITY & ENTERTAINMENT LIMITED ABN: 51 000 005 103
FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2016
(INCLUDING ADDITIONAL APPENDIX 4E DISCLOSURES)
ASX CODE: EVT (previously AHD)
RELEASED 25 AUGUST 2016
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CONTENTS
Results for announcement to the market (Appendix 4E)
Annexure to the Appendix 4E
Consolidated financial report
INTERNET
These results will be available on the internet at www.evt.com under the Investor Centre menu.
ENQUIRIES
Media enquiries should be directed to:
David Seargeant – Group Managing Director Phone: (02) 9373 6600 David Stone – Company Secretary
Street address Postal address 478 George Street GPO Box 1609 SYDNEY NSW 2000 SYDNEY NSW 2001
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APPENDIX 4E (Rule 4.3A)
PRELIMINARY FINAL REPORT
FOR THE YEAR ENDED 30 JUNE 2016
RESULTS FOR ANNOUNCEMENT TO THE MARKET
(All comparisons to the year ended 30 June 2015)
| APPENDIX 4E (Rule 4.3A) PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2016 RESULTS FOR ANNOUNCEMENT TO THE MARKET (All comparisons to theyear ended 30 June 2015) |
APPENDIX 4E (Rule 4.3A) PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2016 RESULTS FOR ANNOUNCEMENT TO THE MARKET (All comparisons to theyear ended 30 June 2015) |
APPENDIX 4E (Rule 4.3A) PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2016 RESULTS FOR ANNOUNCEMENT TO THE MARKET (All comparisons to theyear ended 30 June 2015) |
APPENDIX 4E (Rule 4.3A) PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2016 RESULTS FOR ANNOUNCEMENT TO THE MARKET (All comparisons to theyear ended 30 June 2015) |
APPENDIX 4E (Rule 4.3A) PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2016 RESULTS FOR ANNOUNCEMENT TO THE MARKET (All comparisons to theyear ended 30 June 2015) |
|---|---|---|---|---|
| Revenue and other income Up 9.0% to Total revenues and other income Up 9.0% to Profit before individually significant items, net finance costs and income tax Up 17.0% to Net finance costs Profit before individually significant items and income tax expense Up 16.8% to Individually significant items Profit before income tax expense Up 22.4% to Income tax expense Profit for the year attributable to members of the parent entity Up 19.6% to |
2016 A$’000 2015 A$’000 |
|||
| 1,280,889 1,174,662 |
||||
| 1,280,889 1,174,662 |
||||
| 185,945 158,974 (8,031) (6,607) |
||||
| 177,914 152,367 7,912 (500) |
||||
| 185,826 151,867 (55,578) (42,977) |
||||
| 130,248 108,890 |
||||
| Dividends | Amountper security | Franked amountper security | ||
| Final dividend ‐ Current year ‐ Previous corresponding period |
31.0 ¢ 29.0 ¢ |
31.0 ¢ 29.0 ¢ |
||
| Interim dividend ‐ Current year ‐ Previous corresponding period |
20.0 ¢ 16.0 ¢ |
20.0 ¢ 16.0 ¢ |
||
| Special dividend ‐ Current year ‐ Previous corresponding period |
¢ 8.0 ¢ |
¢ 8.0 ¢ |
||
| Total dividend (interim and final, including any special dividend, if applicable): ‐ Current year ‐ Previous corresponding period |
xxxxxxxxxxxxxxxxxx | xxxxxxx xxxxx 51.0 ¢ 53.0 ¢ |
xxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxx 51.0 ¢ 53.0 ¢ |
|
| Record date for determining entitlements to the dividend For an explanation of the figures reported refer to commentary on results. |
8 September 2016 |
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APPENDIX 4E (Rule 4.3A) PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2016
1. Comments by Directors
See commentary attached to this report.
2. NTA Backing
Current period Previous corresponding period Net tangible asset backing per ordinary $5.64 $5.44 security
3. Annual Meeting
The annual meeting will be held as follows:
Place: Event Cinemas 505‐525 George Street Sydney NSW 2000 Date: 21 October 2016 Time: 10:00 am Sydney time Approximate date the annual report will be available: 16 September 2016
4. Dividend Re‐Investment Plan
The Dividend Reinvestment Plan (“DRP”) was suspended in August 2010 and will not operate for the 2016 final dividend.
5. Compliance statement
The report is based on accounts which have been subject to audit.
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ANNEXURE TO THE APPENDIX 4E
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The information presented below is the Operating and Financial Review, which forms part of the 2016 Directors Report
OPERATING AND FINANCIAL REVIEW
Overview of the Group
Net profit after tax was $130,248,000 (2015: $108,890,000), an increase of $21,358,000 or 19.6% above the prior year result. The normalised result[*] before interest and income tax expense was $185,945,000 (2015: $158,974,000), an increase of $26,971,000 or 17.0% and the normalised result after tax was $125,980,000 (2015: $109,300,000), an increase of $16,680,000 or 15.3% above the prior year result.
The individually significant items for the year included a profit of $19,615,000 on disposal of the Group’s former cinema site in Mosman, reversals of impairment charges booked in previous years of $1,712,000 (2015: $11,400,000) and offset by impairments booked against certain hotel properties and redundant plant and equipment totalling $13,415,000 (2015: $11,900,000). The individually significant items were a net income item after tax of $4,268,000 (2015: net expense item after tax of $410,000).
A summary of the normalised result is outlined below:
| 2016 2015 Normalised result Reconciliation to reported net profit Normalised result Reconciliation to reported net profit $’000 $’000 $’000 $’000** |
2016 2015 Normalised result Reconciliation to reported net profit Normalised result Reconciliation to reported net profit $’000 $’000 $’000 $’000** |
|
|---|---|---|
| Normalised | ||
| result* | ||
| $’000 | ||
| Entertainment Australia New Zealand Germany Hospitality and Leisure Hotels and Resorts Thredbo Alpine Resort Property and Other Investments Unallocated revenues and expenses Finance revenue Finance costs Income tax expense Individually significant items – net of tax Profit for the year |
88,515 78,576 78,576 10,508 8,264 8,264 36,042 25,126 25,126 51,849 41,400 41,400 15,007 13,410 13,410 5,332 7,440 7,440 (21,308) (15,242) (15,242) |
|
| 88,515 | ||
| 10,508 | ||
| 36,042 | ||
| 51,849 | ||
| 15,007 | ||
| 5,332 | ||
| (21,308) | ||
| 185,945 | 185,945 158,974 158,974 915 1,290 1,290 (8,946) (7,897) (7,897) |
|
| 915 | ||
| (8,946) | ||
| 177,914 | 177,914 152,367 152,367 (51,934) (43,067) (43,067) |
|
| (51,934) | ||
| 125,980 | 125,980 109,300 109,300 4,268 (410) 130,248 108,890 |
|
- Normalised result is profit for the year before individually significant items (as outlined in Note 2.3 to the financial statements and in the table below). As outlined in Note 2.2 to the financial statements, this measure is used by the Group’s Managing Director to allocate resources and in assessing the relative performance of the Group’s operations. The normalised result is an unaudited non‐International Financial Reporting Standards (“IFRS”) measure.
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ANNEXURE TO THE APPENDIX 4E
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An analysis of the last five years is outlined below:
| An analysis of the last five years is outlined below: | |
|---|---|
| 2016 2015 2014 2013 2012 |
|
| Total revenue and other income(a)($’000) Basic earnings per share (cents) Dividends declared(b)($’000) Dividends per share (cents) Special dividend per share (cents) |
1,280,889 1,174,662 1,097,138 1,039,535 790,285 82.2 68.9 49.7 54.3 50.6 81,886 85,097 67,435 67,435 62,618 51 45 42 42 39 – 8 – – – |
(a) Total revenue and other income for 2013 to 2016 reflects the adoption of AASB 11 Joint Arrangements with effect from 1 July 2012.
(b) Includes the interim dividend paid and the final and special dividends declared in relation to the financial year ended 30 June.
| Individually significant items comprised the following: | 2016 $’000 2015 $’000 |
|---|---|
| Profit on sale of Mosman cinema site Impairments of land, buildings and plant and equipment Reversal of impairment charges booked in previous years Total individually significant items before income tax benefit Income tax benefit relating to individually significant items Total individually significant items after income tax benefit |
19,615 (13,415) (11,900) 1,712 11,400 |
| 7,912 (500) (3,644) 90 |
|
| 4,268 (410) |
Investments
The Group acquired property, plant and equipment totalling $195,338,000 during the year. The significant acquisitions and capital additions include the following:
-
the acquisition of the Museum Art Hotel, Wellington, New Zealand;
-
the QT Melbourne and QT Queenstown hotel developments;
-
cinema developments at North Lakes, Pacific Fair and Springfield (Queensland), Hurstville and Kotara (New South Wales) and Glenelg (South Australia);
-
refurbishment requirements for the cinemas, hotels and resorts;
-
infrastructure and operational requirements for the Thredbo Alpine Resort; and
-
the completion of the development of the Group’s corporate office at 478 George Street, Sydney.
Property
The Group’s interest in land and buildings and integral plant and equipment, including long term leasehold land and improvements, is independently valued by registered qualified valuers on a progressive three year cycle. The total value of the Group’s interest in land and buildings, excluding investment properties, based on independent valuations is $1,333,121,000 (refer to Note 3.3 to the financial statements) whilst the total written‐down book value of these land and buildings including integral plant and equipment at
30 June 2016 was $843,646,000. The total value of the investment properties at 30 June 2016 was $68,500,000.
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ANNEXURE TO THE APPENDIX 4E
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Capital structure
Cash and term deposits at 30 June 2016 totalled $145,040,000 and total bank debt outstanding was $201,416,000.
Treasury policy
The Group manages interest rate risk in accordance with a Board approved policy covering the types of instruments, range of protection and duration of instruments. The financial instruments cover interest rate swaps and forward rate agreements. Maturities of these instruments are up to a maximum of five years. Interest rate swaps and forward rate agreements allow the Group to raise long term borrowings at floating rates and swap a portion of those borrowings into fixed rates.
The approved range of interest rate cover is based on the projected debt levels for each currency and reduced for each future year. At 30 June 2016, the Group had no interest rate hedges (2015: no interest rate hedges) due to the low level of Group debt.
Liquidity and funding
The Group’s secured bank debt facilities comprise the following:
-
$350,000,000 revolving multi‐currency loan facility;
-
$30,000,000 credit support facility (for the issue of letters of credit and bank guarantees); and
-
$50,000 overdraft limit to support its transactional banking facilities.
The above facilities were extended during the prior year and mature on 12 September 2017 and are supported by interlocking
guarantees from most Group entities and are secured by specific property mortgages (refer to Note 3.3 to the financial statements).
Cash flows from operations
Net operating cash inflows decreased slightly to $212,470,000 from $213,310,000 recorded in the prior comparable year. An increase in operating cash flows from all the Group’s major operating businesses was offset by an increase in income tax paid.
Impact of legislation and other external requirements
There were no changes in environmental or other legislative requirements during the year that have significantly impacted the results of operations of the Group.
REVIEW OF OPERATIONS BY DIVISION
ENTERTAINMENT
Cinema Exhibition – Australia
| Cinema Exhibition – Australia | |
|---|---|
| As at 30 June | 2016 2015 Movement |
| Cinema locations * Cinema screens * |
72 67 5 668 628 40 |
- Managed and joint venture cinema sites (excludes Moonlight Cinema sites and screens).
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ANNEXURE TO THE APPENDIX 4E
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The normalised profit before interest and income tax expense was $88,515,000, an increase of $9,939,000 or 12.6% above the prior comparable year. The result was driven by a generally strong film line‐up, which predominately occurred in the first half of the year, increased advertising and merchandising revenues and tight cost controls, as well as the impact of new sites opened during the current and previous financial year.
Box office revenues increased 7.0% and the strong film line‐up was dominated by the standout December 2015 release of Star Wars: The Force Awakens which grossed $93.7 million, and is second only to the very successful Avatar , which was released in 2009 and grossed in‐excess of $115 million at the Australian Box Office. A further three titles grossed in‐excess of $30 million at the Australian Box Office during the year, including: Deadpool ($43.2 million); Spectre ($35.7 million); and Captain America: Civil War ($33.7 million). A total of ten films grossed more than $25 million at the Australian Box Office compared to eight films in the prior comparable year.
The uplift in premium admissions (both Vmax and Gold Class) and increased ratio of 3D content favourably impacted the average ticket price. Merchandising revenue spend per admission achieved positive growth across both the Gold Class and Scoop Alley Candy Bars and the increased merchandising revenue, together with a strong cost focus and implementation of additional tight cost controls over the cost of goods sold, assisted in driving the profit growth.
One of the Group’s main areas of focus continues to be the Cinebuzz loyalty program. The program is used to build and maintain cinema visitation loyalty to increase market share.
During the year, the Group opened five new cinema complexes (including one that was reopened after redevelopment) and relaunched another after completing a refurbishment. These complexes include a total of 48 screens, including 16 premium screens (Gold Class and Vmax) that feature the latest Dolby Atmos immersive audio. The cinemas include:
-
Event Springfield opened in October 2015 (two Gold Class, two Vmax screens and four traditional screens);
-
Event Pacific Fair reopened in November 2015 (three Gold Class, one Vmax and seven traditional screens);
-
Event Hurstville relaunched in November 2015 (one Vmax and six traditional screens);
-
Event Kotara opened in December 2015 (two Gold Class, one Vmax and five traditional screens);
-
Event North Lakes opened in March 2016 (two Gold Class, two Vmax and four traditional screens); and
-
GU Filmhouse Glenelg opened in March 2016 (six traditional screens with a focus on crossover and arthouse product).
Cinema Exhibition – New Zealand
| Cinema Exhibition – New Zealand | |
|---|---|
| As at 30 June | 2016 2015 Movement |
| Cinema locations * Cinema screens * |
19 19 – 132 132 – |
- Managed and joint venture cinema sites.
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ANNEXURE TO THE APPENDIX 4E
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The normalised profit before interest and income tax expense was $10,508,000, an increase of $2,244,000 or 27.2% above the prior year. The result was predominately achieved through improved merchandising revenues and cost saving initiatives, particularly relating to payroll and cost of goods sold.
Box office revenues were marginally above the prior year. The key titles included: Star Wars: The Force Awakens (NZ$14.6 million); the very successful New Zealand movie, Hunt for the Wilderpeople (NZ$11.6 million); Spectre (NZ$5.9 million); The Hunger Games: Mockingjay Part 2 (NZ$5.1 million); and The Jungle Book (NZ$5.0 million). These five titles achieved a combined total of NZ$42.2 million compared to the top five titles in the prior year which collectively grossed NZ$34.8 million.
Similar to the Australian circuit, the New Zealand circuit continues to pursue market share, particularly through the Cinebuzz loyalty program.
Subsequent to year end the Group acquired the Downtown Cinemas business, which is comprised of three cinemas which in total include 15 cinema screens in Palmerston North, Havelock North and Paraparaumu.
Entertainment – Germany
| Entertainment – Germany | |
|---|---|
| As at 30 June | 2016 2015 Movement |
| Cinema locations * Cinema screens * |
53 53 – 411 411 – |
- Managed and joint venture cinema sites.
The normalised profit before interest and income tax expense was $36,042,000, an increase of $10,916,000 or 43.4% above the prior comparable year. The result benefitted from improved box office, merchandising and advertising revenues, as well as a continued micro‐focus on payroll and other costs. The result was also positively impacted by a weakening A$ to the Euro.
The strong result from the first half of the year was marginally offset by the second half which, on a comparative basis, was impacted by a softer film line‐up and the staging of the European Championships in June 2016. The total box office revenue increased by 2.2% and the films which achieved in excess of 2 million admissions at the German Box Office during the year included: Star Wars: The Force Awakens (9.0 million admissions); Minions (6.8 million admissions); Spectre (6.8 million admissions); Zootopia (4.1 million admissions); The Hunger Games: Mockingjay Part 2 (3.9 million admissions); Inside Out (3.7 million admissions); The Revenant (3.7 million admissions); Deadpool (3.2 million admissions); and the German‐produced films, Fack ju Göhte 2 (7.8 million admissions) and Er Ist Wieder Da (2.6 million admissions). These ten films achieved a combined total of 51.6 million admissions compared to the top 10 films of the prior comparable year which collectively achieved 39.4 million admissions.
German produced films managed to attain a 16.8% share of the total German Box Office compared to 18.8% achieved in the prior comparable year. Alternative content, which included broadcasts of opera and other content, maintained its popularity during the year.
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ANNEXURE TO THE APPENDIX 4E
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Similar to the Australian and New Zealand cinema businesses, the Group has a loyalty program for the German cinema operations.
The Group acquired two freehold properties, located at Stade and Düsseldorf, during the year. The combined acquisition price totalled €11.2 million (A$16.7 million) and the sites include cinemas already operated by the Group. The freehold property at Stade also includes a 65 room hotel (leased to an unrelated hotel group) and a number of retail outlets.
HOSPITALITY AND LEISURE
Hotels and Resorts
| Hotels and Resorts | |
|---|---|
| As at 30 June | 2016 2015 Movement |
| Locations * Rooms * |
55 54 1 8,871 8,877 (6) |
- Owned and managed hotels.
The normalised profit before interest and income tax expense was $51,849,000, an increase of $10,449,000 or 25.2% above the prior comparable year. Occupancy in the Group’s owned hotels increased by two percentage points to 77.0% and average room rate increased by 4.4% to $168, resulting in an increase in revenue per room (revpar) of 7.2%. The result was predominately driven by: continued positive growth from QT Sydney and QT Canberra, contributing $2,127,000 and $1,570,000 respectively to the increase in profit; Museum Art Hotel in Wellington which contributed profit of $3,187,000; and the Group’s Atura Hotels, which all experienced strong profit growth during the year. The Rydges result was consistent with the prior year and generally good trading results were mostly offset by the results from some regional sites, the impact of major refurbishment at Rydges Parramatta and Rydges Cronulla and the loss of some room stock during redevelopment at Rydges Queenstown.
Favourable trading conditions were experienced in the majority of locations, with the only material exception being ongoing softness in those markets that are reliant upon the resource and mining sectors. Strong growth from inbound arrivals assisted in boosting the overall result, particularly in key city and resort locations, and this was particularly evident in the results from Cairns, Rotorua and Queenstown. Hotels located in the major cities benefited from good corporate demand, however this demand did soften towards the end of the financial year. Domestic leisure volumes have been pleasing but remain price sensitive and a strong promotional focus has been required to maintain the Group’s market share.
The Group’s managed hotels performed well with the exception of results in Darwin, Perth and Brisbane, which were negatively impacted by the continued weakness in the resource and mining sectors as well as material additions to supply. In addition, there was some profit disruption from the refurbishment program at Rydges World Square and Rydges Southbank Brisbane. The Group added two managed properties, Rydges Palmerston in the Northern Territory and Rydges Fortitude Valley in Brisbane, whilst the management agreements for Rydges Darwin Airport Hotel, Rydges Darwin Airport Resort and Rydges Perth were terminated during the year.
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ANNEXURE TO THE APPENDIX 4E
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The Group’s loyalty platform, Priority Guest Rewards, continues to underpin the Group’s efforts to drive higher levels of repeat visitation, more direct business and improving the guest experience.
QT Bondi opened in December 2015, QT Melbourne is scheduled to open in early September 2016 and QT Queenstown is expected to open late in the 2017 financial year. The Museum Art Hotel in Wellington, which was acquired in August 2015, will be rebranded as QT Museum Wellington prior to the end of the 2016 calendar year.
Thredbo Alpine Resort
The normalised profit before interest and income tax expense was $15,007,000, an increase of $1,597,000 or 11.9% above the prior comparable year. The result reflects another outstanding ski season, which despite lower than average snowfall, was one of the most successful on record. Skiers were able to enjoy top‐to‐bottom skiing from the opening weekend in June 2015 to the close of the season in October 2015 due to excellent snow making conditions and cold night time temperatures, which assisted with cost effective snow production.
Growth in lift pass yields, tourist and bobsled rides, retail sales, mountain biking and food and beverage revenues contributed to the growth in revenue and profit. The acquisition of the on‐mountain food outlet, Merritts Mountain House, also assisted to the growth in food and beverage revenue. Revenue derived from mountain biking grew 49.2% on prior year to over $1,091,000 and contributing to growth in summer operating revenues (excluding property income) of 9.2%.
PROPERTY AND OTHER INVESTMENTS
The normalised profit before interest and income tax expense was $5,332,000 or 28.3% below the prior comparable year. The result was impacted by pre‐opening and depreciation costs on two recently completed property developments, and a reduction in the fair value increment recognised for investment properties. The two recently completed property developments include:
-
the redevelopment of the Group’s former cinema site at Double Bay, which was completed in August 2015, and incorporates ground floor retail and four levels of serviced office facilities; and
-
the 16 level redevelopment at 478 George Street in Sydney, which was completed in October 2015, and accommodates the Group’s corporate office. The development also incorporates four levels of serviced office facilities and three levels of retail occupied by Flight Centre.
During the year the NSW State Government issued a compulsory acquisition order relating to one of the Group’s properties. The property, situated in the Sydney suburb of Mosman, had been previously used as a cinema and was under review for potential redevelopment by the Group. The compulsory acquisition was completed in June 2016, and included a total compensation of $22.0 million and profit on disposal of $19.6 million. The profit relating to the compulsory acquisition has been reported as an individually significant item in the 2016 Annual Report.
END
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EVENT HOSPITALITY & ENTERTAINMENT LIMITED A B N 5 1 0 0 0 0 0 5 1 0 3
2016 ANNUAL REPORT
CONTENTS
| A B N 5 1 0 0 0 0 0 5 1 0 3 2016 ANNUAL REPORT CONTENTS |
|
|---|---|
| Section | Page |
| Directors’ Report | 2 |
| Message from the Chairman regarding the Remuneration Report | 16 |
| Directors’ Report: Remuneration Report | 17 |
| Lead Auditor’s Independence Declaration | 30 |
| Statement of Financial Position | 31 |
| Income Statement | 32 |
| Statement of Comprehensive Income | 33 |
| Statement of Changes in Equity | 34 |
| Statement of Cash Flows | 35 |
| Notes to the Financial Statements | |
| Section 1 – Basis of preparation | |
| 1.1 – Reporting entity | 36 |
| 1.2 – Basis of preparation | 36 |
| 1.3 – Foreign currency | 37 |
| 1.4 – Change in significant accounting policies | 38 |
| 1.5 – New standards and interpretations not yet adopted | 38 |
| Section 2 – Performance for the year | |
| 2.1 – Revenue | 39 |
| 2.2 – Segment reporting | 40 |
| 2.3 – Individually significant items | 45 |
| 2.4 – Taxation | 45 |
| 2.5 – Earnings per share | 48 |
| Section 3 – Operating assets and liabilities | |
| 3.1 – Trade and other receivables | 49 |
| 3.2 – Inventories | 50 |
| 3.3 – Property, plant and equipment | 50 |
| 3.4 – Investment properties | 54 |
| 3.5 – Goodwill and other intangible assets | 55 |
| 3.6 – Trade and other payables | 57 |
| 3.7 – Provisions | 57 |
| 3.8 – Other liabilities | 58 |
| Section 4 – Capital structure and financing | |
| 4.1 – Share capital | 59 |
| 4.2 – Dividends | 60 |
| 4.3 – Reserves | 61 |
| 4.4 – Loans, borrowings and financing arrangements | 62 |
| 4.5 – Financial risk management | 63 |
| Section 5 – Group composition | |
| 5.1 – Business combinations | 68 |
| 5.2 – Subsidiaries | 70 |
| 5.3 – Interests in other entities | 73 |
| 5.4 – Acquisition of additional interests in joint arrangements | 76 |
| Section 6 – Employee benefits and related party transactions | |
| 6.1 – Share-based payments | 77 |
| 6.2 – Director and executive disclosures | 80 |
| 6.3 – Related parties | 81 |
| Section 7 – Other information | |
| 7.1 – Commitments and leases | 82 |
| 7.2 – Contingent liabilities | 83 |
| 7.3 – Reconciliation of profit for the year to net cash provided by operating activities | 83 |
| 7.4 – Auditors’ remuneration | 84 |
| 7.5 – Parent entity disclosures | 84 |
| 7.6 – Events subsequent to reporting date | 85 |
| 7.7 – Deed of Cross Guarantee | 86 |
| Directors’ Declaration | 88 |
| Independent Auditor’s Report | 89 |
1 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
The directors present their report together with the financial report of EVENT Hospitality & Entertainment Limited (formerly Amalgamated Holdings Limited), being the Company and its controlled entities (“Group”), for the year ended 30 June 2016 and the auditor’s report thereon.
The Company changed its name to EVENT Hospitality & Entertainment Limited on 17 December 2015.
DIRECTORS
The directors of the Company in office at any time during or since the end of the year are:
AG Rydge (Chairman) Director since 1978
KG Chapman Director since 2010
PR Coates
Director since 2009
VA Davies
Director since 2011
DC Grant
Director since 2013
PM Mann
Director since 2013
RG Newton
Director since 2008
DC Seargeant (Managing Director) Director since 2001 and Managing Director since 2002.
Directors’ qualifications, experience and independent status
Alan Rydge
Age 64. Non-executive Chairman, Board member since 1978, Chairman of the Board since 1980, Audit and Risk Committee member and Nomination and Remuneration Committee member.
Experience
A company director with 40-plus years experience in the film, hospitality, leisure and tourism industries. Joined the Greater Union group in 1971 and was formerly the Group Managing Director.
Directorships
Mr Rydge is also a director of the listed company, Carlton Investments Limited (appointed 1980, chairman since 1980). In addition, Mr Rydge is chairman of Alphoeb Pty Limited and Enbeear Pty Limited.
Kenneth Chapman MB BS, FAICD, FAIM, AFRACMA
Age 54. Independent non-executive director and Board member since 2010.
Experience
A company director with 20-plus years senior executive experience in the tourism and real estate sectors. Currently, chief executive officer of Skyrail-ITM and executive director of the Chapman group of companies.
Directorships
Positions held by Mr Chapman during the last three years include:
-
director of Aquis Entertainment Limited (appointed 14 August 2015);
-
chairman of Far North Queensland Hospital Foundation;
-
chairman of Skyrail Rainforest Foundation Limited;
-
director of various entities associated with the privately held Chapman group of companies.
2 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Directors’ qualifications, experience and independent status (continued)
Peter Coates AO
Age 70. Independent non-executive director and Board member since 2009. Mr Coates served as a member of the Audit and Risk Committee and as a member and Chairman of the Nomination and Remuneration Committee until 22 October 2015. Mr Coates is the lead independent director.
Experience
A company director with 40-plus years senior executive experience in the mining and commodities industries. Mr Coates is currently non-executive chairman of Santos Limited, a non-executive director of Glencore plc, and non-executive chairman of Glencore majority owned Sphere Minerals Limited. Mr Coates was formerly non-executive chairman of Xstrata Australia Pty Limited and chief executive of Xstrata Coal.
Directorships
Positions held by Mr Coates during the last three years include:
-
director of Santos Limited (Chairman from 30 April 2016, Executive Chairman from August 2015 to January 2016);
-
director of Glencore plc; and
-
director of Sphere Minerals Limited (Chairman).
Valerie Davies FAICD
Age 65. Independent non-executive director and Board member since 2011.
Experience
A company director with 20-plus years senior executive experience within the corporate communications area. Currently, managing director and principal of One.2.One Communications Pty Limited, a consultancy firm that specialises in strategic communication and issues management.
Directorships
Positions held by Ms Davies during the last three years include:
-
director of HBF Health Limited; and
-
commissioner of Tourism Western Australia.
David Grant BComm, CA, GAICD
Age 52. Independent non-executive director, Board member since 2013, Chairman of the Audit and Risk Committee and Chairman of the Nomination and Remuneration Committee.
Experience
Mr Grant is a Chartered Accountant with 25-plus years accounting and finance experience spanning both the accounting profession and the commercial sector. Mr Grant’s executive career included roles with Goodman Fielder Limited and Iluka Resources Limited as well as co-founding a privately held resource exploration venture in New Zealand. Mr Grant was formerly a non-executive director of Consolidated Rutile Limited.
Directorships
Positions held by Mr Grant during the last three years include:
-
director of iiNet Limited (resigned 7 September 2015); and
-
director of Stylematch Pty Limited.
Patria Mann BEc, CA, FAICD
Age 54. Independent non-executive director and Board member since 2013. Mrs Mann was appointed to serve as a member of the Audit and Risk Committee and Nomination and Remuneration Committee on 22 October 2015.
Experience
A company director with over 25 years experience. Mrs Mann is a Chartered Accountant and former partner of KPMG. She has been a professional non-executive director for over 10 years. Mrs Mann has extensive audit, investigation, risk management and corporate governance experience.
Directorships
Positions held by Mrs Mann during the last three years include:
-
director of Bellamy’s Australia Limited (appointed 10 March 2016);
-
director of Ridley Corporation Limited;
-
director of First State Superannuation Trustee Corporation (resigned 2015);
-
director of Perpetual Superannuation Limited; and
-
director of Allianz Australia Limited.
3 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Directors’ qualifications, experience and independent status (continued)
Richard Newton BBus (Marketing), FAICD
Age 56. Independent non-executive director and Board member since 2008.
Experience
A company director with 20-plus years senior executive experience in property investment and development, specifically in hotel operations.
Directorships
Positions held by Mr Newton during the last three years include:
-
chairman of Capricorn Village Joint Venture, WA;
-
director of Carlton Football Club (resigned 2013); and
-
chairman and director of Selpam (Australia) Pty Limited and a director of various companies wholly owned by Selpam (Australia) Pty Limited.
David Seargeant
Age 66. Managing Director, Board member since 2001 and appointed Managing Director in January 2002.
Experience
Managing Director with 40-plus years experience in the hospitality and leisure industries. Former managing director of the Rydges Hotels group (1988 – 2002) and the Greater Union group (2000 – 2002).
Directorships
Mr Seargeant is also chairman of the National Association of Cinema Operators, deputy chair of Tourism Accommodation Australia, and a director of Tourism Training Australia.
Explanation of abbreviations and degrees: AFRACMA Associate Fellow of The Royal Australasian College of Medical Administrators; AO Officer in the Order of Australia; BBus (Marketing) Bachelor of Business (Marketing ); BComm Bachelor of Commerce ; BEc Bachelor of Economics ; CA Member of Chartered Accountants Australia and New Zealand; FAICD Fellow of the Australian Institute of Company Directors; FAIM Fellow of the Australian Institute of Management; GAICD Graduate Member of the Australian Institute of Company Directors; and MB BS Bachelor of Medicine and Bachelor of Surgery.
DIRECTORS’ MEETINGS
The number of directors’ meetings (including meetings of committees of directors) and the number of meetings attended by each of the directors of the Company during the financial year are set out below:
| Nomination and | Nomination and | |||||
|---|---|---|---|---|---|---|
| Directors’ | Audit | and Risk | Remuneration | |||
| meetings | Committee | Committee meetings | ||||
| **Meetings ** | ||||||
| Entitled | Entitled | Entitled | ||||
| to attend | Attended | to attend | Attended | to attend | Attended | |
| AG Rydge | 8 | 8 | 4 | 4 | 3 | 3 |
| KG Chapman | 8 | 8 | – | – | – | – |
| PR Coates | 8 | 6 | 1 | 1 | 1 | 1 |
| VA Davies | 8 | 8 | – | – | – | – |
| DC Grant | 8 | 8 | 4 | 4 | 3 | 3 |
| PM Mann | 8 | 8 | 3 | 3 | 2 | 2 |
| RG Newton | 8 | 8 | – | – | – | – |
| DC Seargeant(a) | 8 | 8 | 4 | 4 | 3 | 3 |
(a) DC Seargeant attended Audit and Risk Committee and certain Nomination and Remuneration Committee meetings by invitation. Other directors who are not members of a Committee may attend meetings by invitation from time to time.
During the financial year, directors also visited various sites to improve their understanding of the Group’s locations and operations.
4 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
COMPANY SECRETARIES
GC Dean CA, ACIS was appointed to the position of Company Secretary for EVENT Hospitality & Entertainment Limited in December 2002. GC Dean was Accounting Manager for the Company (2001 – 2002) and was previously employed by an international mining corporation and a regional accounting practice. GC Dean is a Chartered Accountant and a member of the Governance Institute of Australia.
DI Stone FCA, ACIS was appointed to the position of Company Secretary for EVENT Hospitality & Entertainment Limited in February 2012. Prior to this appointment, DI Stone was an audit senior manager at KPMG. DI Stone is a Fellow of The Institute of Chartered Accountants in England and Wales and a member of the Governance Institute of Australia.
CORPORATE GOVERNANCE
The Board endorses the ASX Corporate Governance Principles and Recommendations, 3rd Edition. The Group has disclosed its 2016 Corporate Governance Statement in the Corporate Governance section on the EVENT website (https://www.evt.com/investors/). As required, the Group has also lodged the 2016 Corporate Governance Statement and Appendix 4G with the ASX.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the course of the year include the following:
-
cinema exhibition operations in Australia, including technology equipment supply and servicing, and the State Theatre;
-
cinema exhibition operations in New Zealand and Fiji;
-
cinema exhibition operations in Germany;
-
ownership, operation and management of hotels and resorts in Australia and overseas;
-
operation of the Thredbo resort including property development activities; and
-
property development, investment properties, and investment in shares in listed and unlisted companies.
There were no significant changes in the nature of the activities of the Group during the year.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group during the year.
OPERATING AND FINANCIAL REVIEW
Overview of the Group
Net profit after tax was $130,248,000 (2015: $108,890,000), an increase of $21,358,000 or 19.6% above the prior year result. The normalised result[*] before interest and income tax expense was $185,945,000 (2015: $158,974,000), an increase of $26,971,000 or 17.0% and the normalised result after tax was $125,980,000 (2015: $109,300,000), an increase of $16,680,000 or 15.3% above the prior year result.
The individually significant items for the year included a profit of $19,615,000 on disposal of the Group’s former cinema site in Mosman, reversals of impairment charges booked in previous years of $1,712,000 (2015: $11,400,000) and offset by impairments booked against certain hotel properties and redundant plant and equipment totalling $13,415,000 (2015: $11,900,000). The individually significant items were a net income item after tax of $4,268,000 (2015: net expense item after tax of $410,000).
5 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Overview of the Group (continued)
A summary of the normalised result is outlined below:
| 2016 2015 Normalised result Reconciliation to reported net profit Normalised result Reconciliation to reported net profit $’000 $’000 $’000 $’000** |
2016 2015 Normalised result Reconciliation to reported net profit Normalised result Reconciliation to reported net profit $’000 $’000 $’000 $’000** |
|
|---|---|---|
| Normalised | ||
| result* | ||
| $’000 | ||
| Entertainment Australia New Zealand Germany Hospitality and Leisure Hotels and Resorts Thredbo Alpine Resort Property and Other Investments Unallocated revenues and expenses Finance revenue Finance costs Income tax expense Individually significant items – net of tax Profit for the year |
88,515 78,576 78,576 10,508 8,264 8,264 36,042 25,126 25,126 51,849 41,400 41,400 15,007 13,410 13,410 5,332 7,440 7,440 (21,308) (15,242) (15,242) |
|
| 88,515 | ||
| 10,508 | ||
| 36,042 | ||
| 51,849 | ||
| 15,007 | ||
| 5,332 | ||
| (21,308) | ||
| 185,945 | 185,945 158,974 158,974 915 1,290 1,290 (8,946) (7,897) (7,897) |
|
| 915 | ||
| (8,946) | ||
| 177,914 | 177,914 152,367 152,367 (51,934) (43,067) (43,067) |
|
| (51,934) | ||
| 125,980 | 125,980 109,300 109,300 4,268 (410) 130,248 108,890 |
|
- Normalised result is profit for the year before individually significant items (as outlined in Note 2.3 to the financial statements and in the table below). As outlined in Note 2.2 to the financial statements, this measure is used by the Group’s Managing Director to allocate resources and in assessing the relative performance of the Group’s operations. The normalised result is an unaudited non-International Financial Reporting Standards (“IFRS”) measure.
An analysis of the last five years is outlined below:
| An analysis of the last five years is outlined below: | |
|---|---|
| 2016 2015 2014 2013 2012 |
|
| Total revenue and other income(a)($’000) Basic earnings per share (cents) Dividends declared(b)($’000) Dividends per share (cents) Special dividend per share (cents) |
1,280,889 1,174,662 1,097,138 1,039,535 790,285 82.2 68.9 49.7 54.3 50.6 81,886 85,097 67,435 67,435 62,618 51 45 42 42 39 – 8 – – – |
(a) Total revenue and other income for 2013 to 2016 reflects the adoption of AASB 11 Joint Arrangements with effect from 1 July 2012.
(b) Includes the interim dividend paid and the final and special dividends declared in relation to the financial year ended 30 June.
6 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
| DIRECTORS’ REPORT | |
|---|---|
| Individuallysignificant items comprised the following: | 2016 $’000 2015 $’000 |
| Profit on sale of Mosman cinema site Impairments of land, buildings and plant and equipment Reversal of impairment charges booked in previous years Total individually significant items before income tax benefit Income tax benefit relating to individually significant items Total individually significant items after income tax benefit |
19,615 − (13,415) (11,900) 1,712 11,400 |
| 7,912 (500) (3,644) 90 |
|
| 4,268 (410) |
Investments
The Group acquired property, plant and equipment totalling $195,338,000 during the year. The significant acquisitions and capital additions include the following:
-
the acquisition of the Museum Art Hotel, Wellington, New Zealand;
-
the QT Melbourne and QT Queenstown hotel developments;
-
cinema developments at North Lakes, Pacific Fair and Springfield (Queensland), Hurstville and Kotara (New South Wales) and Glenelg (South Australia);
-
refurbishment requirements for the cinemas, hotels and resorts;
-
infrastructure and operational requirements for the Thredbo Alpine Resort; and
-
the completion of the development of the Group’s corporate office at 478 George Street, Sydney.
Property
The Group’s interest in land and buildings and integral plant and equipment, including long term leasehold land and improvements, is independently valued by registered qualified valuers on a progressive three year cycle. The total value of the Group’s interest in land and buildings, excluding investment properties, based on independent valuations is $1,333,121,000 (refer to Note 3.3 to the financial statements) whilst the total written-down book value of these land and buildings including integral plant and equipment at 30 June 2016 was $843,646,000. The total value of the investment properties at 30 June 2016 was $68,500,000.
Capital structure
Cash and term deposits at 30 June 2016 totalled $145,040,000 and total bank debt outstanding was $201,416,000.
Treasury policy
The Group manages interest rate risk in accordance with a Board approved policy covering the types of instruments, range of protection and duration of instruments. The financial instruments cover interest rate swaps and forward rate agreements. Maturities of these instruments are up to a maximum of five years. Interest rate swaps and forward rate agreements allow the Group to raise long term borrowings at floating rates and swap a portion of those borrowings into fixed rates.
The approved range of interest rate cover is based on the projected debt levels for each currency and reduced for each future year. At 30 June 2016, the Group had no interest rate hedges (2015: no interest rate hedges) due to the low level of Group debt.
Liquidity and funding
The Group’s secured bank debt facilities comprise the following:
-
$350,000,000 revolving multi-currency loan facility;
-
$30,000,000 credit support facility (for the issue of letters of credit and bank guarantees); and
-
$50,000 overdraft limit to support its transactional banking facilities.
The above facilities were extended during the prior year and mature on 12 September 2017 and are supported by interlocking guarantees from most Group entities and are secured by specific property mortgages (refer to Note 3.3 to the financial statements).
Cash flows from operations
Net operating cash inflows decreased slightly to $212,470,000 from $213,310,000 recorded in the prior comparable year. An increase in operating cash flows from all the Group’s major operating businesses was offset by an increase in income tax paid.
Impact of legislation and other external requirements
There were no changes in environmental or other legislative requirements during the year that have significantly impacted the results of operations of the Group.
7 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
REVIEW OF OPERATIONS BY DIVISION ENTERTAINMENT
Cinema Exhibition – Australia
| REVIEW OF OPERATIONS BY DIVISION ENTERTAINMENT Cinema Exhibition – Australia |
|
|---|---|
| As at 30 June | 2016 2015 Movement |
| Cinema locations * Cinema screens * |
72 67 5 668 628 40 |
- Managed and joint venture cinema sites (excludes Moonlight Cinema sites and screens).
The normalised profit before interest and income tax expense was $88,515,000, an increase of $9,939,000 or 12.6% above the prior comparable year. The result was driven by a generally strong film line-up, which predominately occurred in the first half of the year, increased advertising and merchandising revenues and tight cost controls, as well as the impact of new sites opened during the current and previous financial year.
Box office revenues increased 7.0% and the strong film line-up was dominated by the standout December 2015 release of Star Wars: The Force Awakens which grossed $93.7 million, and is second only to the very successful Avatar , which was released in 2009 and grossed in-excess of $115 million at the Australian Box Office. A further three titles grossed in-excess of $30 million at the Australian Box Office during the year, including: Deadpool ($43.2 million); Spectre ($35.7 million); and Captain America: Civil War ($33.7 million). A total of ten films grossed more than $25 million at the Australian Box Office compared to eight films in the prior comparable year.
The uplift in premium admissions (both Vmax and Gold Class) and increased ratio of 3D content favourably impacted the average ticket price. Merchandising revenue spend per admission achieved positive growth across both the Gold Class and Scoop Alley Candy Bars and the increased merchandising revenue, together with a strong cost focus and implementation of additional tight cost controls over the cost of goods sold, assisted in driving the profit growth.
One of the Group’s main areas of focus continues to be the Cinebuzz loyalty program. The program is used to build and maintain cinema visitation loyalty to increase market share.
During the year, the Group opened five new cinema complexes (including one that was reopened after redevelopment) and relaunched another after completing a refurbishment. These complexes include a total of 48 screens, including 16 premium screens (Gold Class and Vmax) that feature the latest Dolby Atmos immersive audio. The cinemas include:
-
Event Springfield opened in October 2015 (two Gold Class, two Vmax screens and four traditional screens);
-
Event Pacific Fair reopened in November 2015 (three Gold Class, one Vmax and seven traditional screens);
-
Event Hurstville relaunched in November 2015 (one Vmax and six traditional screens);
-
Event Kotara opened in December 2015 (two Gold Class, one Vmax and five traditional screens);
-
Event North Lakes opened in March 2016 (two Gold Class, two Vmax and four traditional screens); and
-
• GU Filmhouse Glenelg opened in March 2016 (six traditional screens with a focus on crossover and arthouse product).
Cinema Exhibition – New Zealand
| Cinema Exhibition – New Zealand | |
|---|---|
| As at 30 June | 2016 2015 Movement |
| Cinema locations * Cinema screens * |
19 19 – 132 132 – |
- Managed and joint venture cinema sites.
The normalised profit before interest and income tax expense was $10,508,000, an increase of $2,244,000 or 27.2% above the prior year. The result was predominately achieved through improved merchandising revenues and cost saving initiatives, particularly relating to payroll and cost of goods sold.
Box office revenues were marginally above the prior year. The key titles included: Star Wars: The Force Awakens (NZ$14.6 million); the very successful New Zealand movie, Hunt for the Wilderpeople (NZ$11.6 million); Spectre (NZ$5.9 million); The Hunger Games: Mockingjay Part 2 (NZ$5.1 million); and The Jungle Book (NZ$5.0 million). These five titles achieved a combined total of NZ$42.2 million compared to the top five titles in the prior year which collectively grossed NZ$34.8 million.
8 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Cinema Exhibition – New Zealand (continued)
Similar to the Australian circuit, the New Zealand circuit continues to pursue market share, particularly through the Cinebuzz loyalty program.
Subsequent to year end the Group acquired the Downtown Cinemas business, which is comprised of three cinemas which in total include 15 cinema screens in Palmerston North, Havelock North and Paraparaumu.
Entertainment – Germany
| Entertainment – Germany | |
|---|---|
| As at 30 June | 2016 2015 Movement |
| Cinema locations * Cinema screens * |
53 53 – 411 411 – |
- Managed and joint venture cinema sites.
The normalised profit before interest and income tax expense was $36,042,000, an increase of $10,916,000 or 43.4% above the prior comparable year. The result benefitted from improved box office, merchandising and advertising revenues, as well as a continued micro-focus on payroll and other costs. The result was also positively impacted by a weakening A$ to the Euro.
The strong result from the first half of the year was marginally offset by the second half which, on a comparative basis, was impacted by a softer film line-up and the staging of the European Championships in June 2016. The total box office revenue increased by 2.2% and the films which achieved in excess of 2 million admissions at the German Box Office during the year included: Star Wars: The Force Awakens (9.0 million admissions); Minions (6.8 million admissions); Spectre (6.8 million admissions); Zootopia (4.1 million admissions); The Hunger Games: Mockingjay Part 2 (3.9 million admissions); Inside Out (3.7 million admissions); The Revenant (3.7 million admissions); Deadpool (3.2 million admissions); and the German-produced films, Fack ju Göhte 2 (7.8 million admissions) and Er Ist Wieder Da (2.6 million admissions). These ten films achieved a combined total of 51.6 million admissions compared to the top 10 films of the prior comparable year which collectively achieved 39.4 million admissions.
German produced films managed to attain a 16.8% share of the total German Box Office compared to 18.8% achieved in the prior comparable year. Alternative content, which included broadcasts of opera and other content, maintained its popularity during the year.
Similar to the Australian and New Zealand cinema businesses, the Group has a loyalty program for the German cinema operations.
The Group acquired two freehold properties, located at Stade and Düsseldorf, during the year. The combined acquisition price totalled €11.2 million (A$16.7 million) and the sites include cinemas already operated by the Group. The freehold property at Stade also includes a 65 room hotel (leased to an unrelated hotel group) and a number of retail outlets.
HOSPITALITY AND LEISURE Hotels and Resorts
| HOSPITALITY AND LEISURE Hotels and Resorts |
|
|---|---|
| As at 30 June | 2016 2015 Movement |
| Locations * Rooms * |
55 54 1 8,871 8,877 (6) |
- Owned and managed hotels.
The normalised profit before interest and income tax expense was $51,849,000, an increase of $10,449,000 or 25.2% above the prior comparable year. Occupancy in the Group’s owned hotels increased by two percentage points to 77.0% and average room rate increased by 4.4% to $168, resulting in an increase in revenue per room (revpar) of 7.2%. The result was predominately driven by: continued positive growth from QT Sydney and QT Canberra, contributing $2,127,000 and $1,570,000 respectively to the increase in profit; Museum Art Hotel in Wellington which contributed profit of $3,187,000; and the Group’s Atura Hotels, which all experienced strong profit growth during the year. The Rydges result was consistent with the prior year and generally good trading results were mostly offset by the results from some regional sites, the impact of major refurbishment at Rydges Parramatta and Rydges Cronulla and the loss of some room stock during redevelopment at Rydges Queenstown.
9 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Hotels and Resorts (continued)
Favourable trading conditions were experienced in the majority of locations, with the only material exception being ongoing softness in those markets that are reliant upon the resource and mining sectors. Strong growth from inbound arrivals assisted in boosting the overall result, particularly in key city and resort locations, and this was particularly evident in the results from Cairns, Rotorua and Queenstown. Hotels located in the major cities benefited from good corporate demand, however this demand did soften towards the end of the financial year. Domestic leisure volumes have been pleasing but remain price sensitive and a strong promotional focus has been required to maintain the Group’s market share.
The Group’s managed hotels performed well with the exception of results in Darwin, Perth and Brisbane, which were negatively impacted by the continued weakness in the resource and mining sectors as well as material additions to supply. In addition, there was some profit disruption from the refurbishment program at Rydges World Square and Rydges Southbank Brisbane. The Group added two managed properties, Rydges Palmerston in the Northern Territory and Rydges Fortitude Valley in Brisbane, whilst the management agreements for Rydges Darwin Airport Hotel, Rydges Darwin Airport Resort and Rydges Perth were terminated during the year.
The Group’s loyalty platform, Priority Guest Rewards, continues to underpin the Group’s efforts to drive higher levels of repeat visitation, more direct business and improving the guest experience.
QT Bondi opened in December 2015, QT Melbourne is scheduled to open in early September 2016 and QT Queenstown is expected to open late in the 2017 financial year. The Museum Art Hotel in Wellington, which was acquired in August 2015, will be rebranded as QT Museum Wellington prior to the end of the 2016 calendar year.
Thredbo Alpine Resort
The normalised profit before interest and income tax expense was $15,007,000, an increase of $1,597,000 or 11.9% above the prior comparable year. The result reflects another outstanding ski season, which despite lower than average snowfall, was one of the most successful on record. Skiers were able to enjoy top-to-bottom skiing from the opening weekend in June 2015 to the close of the season in October 2015 due to excellent snow making conditions and cold night time temperatures, which assisted with cost effective snow production.
Growth in lift pass yields, tourist and bobsled rides, retail sales, mountain biking and food and beverage revenues contributed to the growth in revenue and profit. The acquisition of the on-mountain food outlet, Merritts Mountain House, also assisted to the growth in food and beverage revenue. Revenue derived from mountain biking grew 49.2% on prior year to over $1,091,000 and contributing to growth in summer operating revenues (excluding property income) of 9.2%.
PROPERTY AND OTHER INVESTMENTS
The normalised profit before interest and income tax expense was $5,332,000 or 28.3% below the prior comparable year. The result was impacted by pre-opening and depreciation costs on two recently completed property developments, and a reduction in the fair value increment recognised for investment properties. The two recently completed property developments include:
-
the redevelopment of the Group’s former cinema site at Double Bay, which was completed in August 2015, and incorporates ground floor retail and four levels of serviced office facilities; and
-
the 16 level redevelopment at 478 George Street in Sydney, which was completed in October 2015, and accommodates the Group’s corporate office. The development also incorporates four levels of serviced office facilities and three levels of retail occupied by Flight Centre.
During the year the NSW State Government issued a compulsory acquisition order relating to one of the Group’s properties. The property, situated in the Sydney suburb of Mosman, had been previously used as a cinema and was under review for potential redevelopment by the Group. The compulsory acquisition was completed in June 2016, and included a total compensation of $22.0 million and profit on disposal of $19.6 million. The profit relating to the compulsory acquisition has been reported as an individually significant item in the 2016 Annual Report.
10 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
BUSINESS STRATEGIES AND PROSPECTS FOR FUTURE FINANCIAL YEARS
The Group’s strategic plan, which includes future expansion, will depend on industry, economic and political conditions, the potential impact of global events, the future financial performance and available capital, the competitive environment, evolving customer needs and trends, and the availability of attractive opportunities. It is likely that the Group’s strategies will continue to evolve and change in response to these and other factors, and there can be no absolute assurance that these current strategies, as detailed below, will be achieved.
ENTERTAINMENT
The strategic plans for Entertainment are applicable to the Australian, New Zealand and German cinema businesses.
Cinema Exhibition
Whilst the Group has no control over the general audience appeal of available films, providing consumers with a demonstrably superior experience in the cinema to that which can be achieved in the home is a central strategic platform. To provide this enhanced cinema experience, the Group will pursue the following strategies:
-
continued refurbishment of existing cinemas and expansion of the number of cinemas with the Event Cinemas brand in Australia and New Zealand;
-
seek opportunities to grow market share in Germany by expanding the footprint at select locations;
-
expansion of the Gold Class cinema concept to certain cinema locations within the Australian domestic circuit;
-
expansion of the Vmax cinema concept which provides the ultimate big screen cinema experience through larger screens and seats than a traditional auditorium;
-
continued improvement of food and beverage outlets within the cinemas to maximise food and beverage revenue opportunities; and
-
enhanced customer communication and ticketing through online applications.
Industry developments
The Group believes that there are certain current issues pertaining to the industry that have the capacity to impact the strategic plans and future direction of the cinema operations. The Group will continue to monitor developments in relation to the following issues:
-
alternative film delivery methods and the rise in popularity of other forms of entertainment (including over-the-top (“OTT”) internet content, video on demand (“VOD”), DVD ownership and home entertainment systems);
-
shortening of the release window of film to other formats such as OTT, VOD and DVD; and
-
increase in unauthorised recording (piracy) of audio and visual recordings for commercial sale and distribution via the internet.
Entertainment Technology
The Group will continue to build knowledge in relation to evolving cinema systems, including immersive audio systems. The Group is focusing on restructuring business processes to reduce the level of operating costs of the existing business and ensuring the appropriate structures are in place for the digital platform. The Group is assessing potential income streams from digital content delivery platforms, including alternate content distribution.
HOSPITALITY AND LEISURE
Rydges Hotels and Resorts
The Group will continue to provide hotel guests with quality 4 star accommodation that consistently delivers a product and service that meets or exceeds guest expectations. To provide this, the Group will continue to pursue the following strategies:
-
constant focus on effective recruitment and training practices to ensure talented and dynamic people are attracted to work in the Group’s hotels and resorts;
-
maintenance of all hotels at an appropriate standard and when required, rejuvenation of key areas of hotels to ensure the Group’s reputation continues to be enhanced;
-
specific focus on creating standout food and beverage experiences that build incremental spend and enhance each hotel’s reputation; and
-
maintenance of a leadership position in the online distribution and booking capabilities for guests. The Priority Guest Rewards program and the sales and revenue structure are important support functions for the online strategy.
11 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
QT Hotels and Resorts
The Group recognised a market opportunity in the 4.5 star design hotel segment, which presents opportunities for an increased level of average room rate, with the level of operating costs not significantly greater than those for the 4 star segment of the Rydges brand. The segment requires an innovative approach to the operation of the hotel restaurant and bar, and again these operate at a higher margin level.
The flagship QT Sydney opened in 2012 and has set new standards of style and vibrancy within the Australian hotel market and has received many local and international awards and accolades. The Group currently has a total of six QT properties comprising QT Sydney, QT Canberra, QT Bondi (opened in December 2015) and the QT resorts at Gold Coast, Port Douglas and Falls Creek. In addition, QT Melbourne will open in September 2016, and the Museum Art Hotel in Wellington (New Zealand) will be rebranded as QT Museum Wellington upon completion of the current refurbishment in the second quarter of the current year. Work has commenced on the new QT Perth and several management agreements for additional hotels are currently under consideration.
Atura Hotels
The Group recognised a market opportunity in the 3.5 star design hotel segment which presents opportunities for a lower level of operating costs, whilst at the same time delivering hotel guests with quality and service. Atura offers an experience and amenities currently unavailable in the mid-level market including state-of-the-art technology and free WiFi. The Group intends to roll out the Atura brand across Australia in fringe city CBD suburbs and business parks.
The Group currently has a total of three Atura Hotels, comprising Atura Blacktown which opened in 2013, Atura Albury (formerly Rydges Albury) which was converted during the prior year, and Atura Dandenong which was acquired during the prior year. The Group is seeking to identify other potential Atura hotel sites whether through redevelopment of existing hotels or freehold acquisitions.
Increasing the number of hotel rooms
The Group will continue to seek opportunities for future growth through gaining of new hotel management agreements and freehold acquisitions.
Maximising returns from existing locations
The Group anticipates achieving continuing improvements in results through growth in market share and initiatives that drive increased spend and capture rates in all hotels.
THREDBO ALPINE RESORT
Premier holiday destination
The key strategy for the Thredbo Alpine Resort is to maintain the facility as one of the premier Australian holiday destinations. This strategy includes:
-
continuing to ensure the popularity, high-quality and ambience of the winter-time resort facility;
-
continuing to improve snow making capability to mitigate risk in poor snow seasons;
-
increasing the number and quality of sporting and cultural events to increase visitation outside of the snow season;
-
expanding the mountain bike trail network to appeal to a broader range of riders; and
-
ensuring that the environmental integrity of the Resort is maintained and, where possible, improved.
Maximising returns from existing facility
The Group anticipates that the Resort will achieve growth through shoulder periods, summer revenue and cost improvements, increased visitation and increased occupancy rates.
12 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
DIVIDENDS
Dividends paid or declared by the Company since the end of the previous year were:
| Per share Cents |
Total amount $’000 Date ofpayment Tax rate for franking credit |
|
|---|---|---|
| Declared and paid during the year Final 2015 dividend Special dividend Interim 2016 dividend Declared after the end of the year Final 2016 dividend |
||
| 29 | 46,562 17 September 2015 30% |
|
| 8 | 12,845 17 September 2015 30% |
|
| 20 | 32,112 17 March 2016 30% |
|
| 91,519 | ||
| 31 | 49,774 22 September 2016 30% |
All the dividends paid or declared by the Company since the end of the previous year were 100% franked.
REMUNERATION REPORT
The Remuneration Report, which forms part of the Directors’ Report, is set out on pages 17 to 29 and has been audited as required by section 308(3C) of the Corporations Act 2001 .
EVENTS SUBSEQUENT TO REPORTING DATE
There has not arisen in the interval between the end of the year and the date of this report, any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group, in future years.
LIKELY DEVELOPMENTS
Likely developments in the operations of the Group are referred to in the Review of Operations by Division, set out within this report.
DIRECTORS’ INTERESTS
The relevant interest of each director of the Company in share capital of the Company, as notified by the directors to the ASX in accordance with section 205G(1) of the Corporations Act 2001, at the date of this report is as follows:
| Ordinary shares held | ||||
|---|---|---|---|---|
| by companies in which | ||||
| Ordinary shares held | a director has a | Performance shares | Performance rights | |
| Director | directly | beneficial interest(a) | held directly | held directly |
| AG Rydge | 3,824,163 | 68,948,033 | − | − |
| KG Chapman | 3,000 | 54,000 | − | − |
| PR Coates | − | 46,960 | − | − |
| VA Davies | − | 10,000 | − | − |
| DC Grant | 3,000 | − | − | − |
| PM Mann | − | 6,000 | − | − |
| RG Newton | − | 66,000 | − | − |
| DC Seargeant | 453,490 | 16,000 | 402,500 | 515,000 |
(a) Relevant interest under the Corporations Act 2001 differs from the disclosure required under Australian Accounting Standards as presented in the Remuneration Report.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company’s Constitution provides an indemnity to each person, including AG Rydge, KG Chapman, PR Coates, VA Davies, DC Grant, PM Mann, RG Newton and DC Seargeant, who is or who has been a director or alternate director of the Company or of any related body corporate of the Company. The indemnity also extends to such other officers or former officers, including executive officers or former executive officers, of the Company and of any related body corporate of the Company as the directors of the Company determine.
13 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS (continued)
In terms of the indemnity, the Company will indemnify the directors and other officers of the Company acting as such, to the full extent permitted by law, against any liability to another person (other than the Company or a related body corporate) incurred in acting as a director or officer of the Company, unless the liability arises out of conduct involving a lack of good faith. The indemnity includes any liability for costs and expenses incurred by such person in defending any proceedings, whether civil or criminal, in which judgement is given in that person’s favour, or in which the person is acquitted and in making an application in relation to any proceedings in which the court grants relief to the person under the law.
The Company has provided directors’ and officers’ liability insurance policies that cover all the directors and officers of the Company and its controlled entities. The terms of the policies prohibit disclosure of details of the amount of the insurance cover, its nature and the premium paid.
OFFICERS WHO WERE PREVIOUSLY PARTNERS OF THE AUDIT FIRM
Mrs PM Mann was previously a partner of the current audit firm, KPMG, at a time when KPMG undertook an audit of the Group.
AUDITOR INDEPENDENCE
The lead auditor’s independence declaration is set out on page 30 and forms part of the Directors’ Report for the year ended 30 June 2016.
NON-AUDIT SERVICES PROVIDED BY KPMG
During the year, KPMG, the Group’s auditor, performed certain other services in addition to their 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 Group 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 Group, acting as an advocate for the Group or jointly sharing risks and rewards.
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 has been included in this Directors’ Report.
Details of the amounts paid to the auditor of the Group, KPMG, and its related practices for audit and non-audit services provided during the year are set out below:
| during the year are set out below: | |
|---|---|
| 2016 $ 2015 $ |
|
| Audit services: Auditors of the Group – KPMG Australia Audit and review of financial statements Other assurance services Overseas KPMG firms Audit and review of financial statements Other assurance services Other services: Auditors of the Group – KPMG Australia Tax compliance and advice Other services Overseas KPMG firms Tax compliance and advice |
1,157,000 1,091,640 110,368 123,208 404,000 335,920 20,083 40,254 |
| 1,691,451 1,591,022 |
|
| 207,815 332,004 139,276 85,388 |
|
| 347,091 417,392 251,800 331,655 |
|
| 598,891 749,047 |
14 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
ROUNDING OFF
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 as issued by the Australian Securities and Investments Commission (“ASIC”). In accordance with that Instrument, amounts in the Directors’ Report and financial report have been rounded off to the nearest thousand dollars, unless otherwise stated.
Signed in accordance with a resolution of the directors:
==> picture [58 x 42] intentionally omitted <==
==> picture [44 x 33] intentionally omitted <==
AG Rydge DC Seargeant Director Director
Dated at Sydney this 25[th] day of August 2016.
15 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
MESSAGE FROM THE CHAIRMAN REGARDING THE REMUNERATION REPORT
Dear Shareholder,
On behalf of the Board, I am pleased to introduce the EVENT Hospitality & Entertainment Limited 2016 Remuneration Report.
The Board continues to employ remuneration arrangements that are consistent with the strategic objectives set by the Board, reflect the specific needs and circumstances of the Group, and ensure alignment with the interests of shareholders.
External review of remuneration arrangements
During the prior year the Nomination and Remuneration Committee, on behalf of the Board, engaged the services of an external consultant to review the remuneration arrangements of the Managing Director, and an adjustment was made to the Managing Director’s fixed annual remuneration which is reflected in the Remuneration Report for the year ended 30 June 2016 (see page 23).
It is anticipated that a further external review of the Managing Director’s remuneration arrangements will be undertaken prior to making any further adjustment to these arrangements.
Short term incentive (STI)
The STI payment for the Managing Director disclosed in this Remuneration Report represented 100% of the total potential STI for the year. This reflects the outstanding performance for the year ended 30 June 2015, and the full achievement by the Managing Director of the other STI targets set by the Board. Whilst the specific STI targets are considered commercially sensitive, the STI payment substantially reflects the achievements discussed in the Review of Operations in the Directors’ Report.
Further details regarding the Group STI arrangements are set out on pages 18 and 25.
Long term incentive (LTI)
There have been no changes in the Group’s LTI arrangements during the year, details of which are set out on page 19.
There was an increase in accounting share-based payment expense disclosed on page 23 in relation to the Managing Director due to a true-up recognised in 2015, which resulted in a reversal of the previous expense recognised in respect of certain performance shares that did not vest. There was no equivalent true-up in the 2016 year.
The Remuneration Report provides further details regarding the above matters as well as important material on remuneration strategy, structure and outcomes. The Board commends the Remuneration Report to you.
==> picture [58 x 42] intentionally omitted <==
AG Rydge Chairman
16 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED
This report outlines the remuneration arrangements in place for the Group’s key management personnel (“KMP”) as defined in AASB 124 Related Party Disclosures including non-executive directors, the Managing Director, and other senior executives who have authority for planning, directing and controlling the activities of the Group. The KMP for the financial year are set out on page 22.
Remuneration philosophy
The Nomination and Remuneration Committee is responsible for making recommendations to the Board on remuneration policy and packages applicable to the Board members and senior executives. The objective of the remuneration policy is to ensure the remuneration package properly reflects the person’s duties and responsibilities, and that remuneration is competitive in attracting, motivating and retaining people of the appropriate quality.
Remuneration levels are competitively set to attract appropriately qualified and experienced directors and executives. The Nomination and Remuneration Committee obtains independent advice on the level of remuneration packages. The remuneration packages of the Managing Director and senior executives include an at-risk component that is linked to the overall financial and operational performance of the Group and based on the achievement of specific goals of the Group. Executives participate in the Group’s Executive Performance Rights Plan. The long term benefits of the Executive Performance Rights Plan are conditional upon the Group achieving certain performance criteria, details of which are outlined below.
Further details in relation to the Group’s share plans are provided in Note 6.1 to the financial statements.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive director remuneration is separate and distinct from senior executive remuneration.
Non-executive director remuneration
Objective
The Group’s remuneration policy for non-executive directors aims to ensure that the Group can attract, retain and appropriately remunerate suitably skilled, experienced and committed individuals to serve on the Board and its committees.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. The latest determination was at the Annual General Meeting held on 22 October 2010 when shareholders approved a maximum aggregate remuneration of $1,500,000 per year. Non-executive directors do not receive any performance related remuneration nor are they issued shares or performance rights.
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned among directors are reviewed annually. The Board considers advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process. Further information regarding the use of remuneration consultants has been detailed on page 21 in this report.
Each director receives a fee for being a director of the Company. A committee fee is also paid for being a member of the Audit and Risk Committee and the Nomination and Remuneration Committee. The payment of the committee fee recognises the additional time commitment required by directors who serve on those committees. Other Board committees may be appointed from time to time to deal with issues associated with the conduct of the Group’s various activities, and directors serving on such committees may receive an additional fee in recognition of this additional commitment.
The Board has approved non-executive director fees for the year ending 30 June 2017 as follows:
| 2017 $ 2016 $ |
|
|---|---|
| Chairman Other non-executive directors Base fee Committee fee Additional fee for the Chairman of the Audit and Risk Committee Additional fee for the Chairman of the Nomination and Remuneration Committee |
313,000 313,000 128,000 128,000 20,000 20,000 12,000 12,000 6,000 6,000 |
17 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Structure (continued)
The remuneration of non-executive directors for the year ended 30 June 2016 is detailed on page 23 in this report.
Directors’ fees cover all main Board activities. Non-executive directors are also entitled to be reimbursed for all reasonable business related expenses, including travel, as may be incurred in the discharge of their duties.
Managing Director and executive remuneration
Objective
The Group’s remuneration policy aims to reward the Managing Director and other executives with a level and mix of remuneration commensurate with their position and responsibilities within the Group, and to:
-
reward executives for Group, business unit and individual performance against targets set by reference to appropriate benchmarks and key performance indicators (“KPIs”);
-
align the interests of executives with those of shareholders;
-
link reward with the strategic goals and performance of the Group; and
-
ensure total remuneration is competitive by market standards.
Structure
In determining the level and composition of executive remuneration, the Nomination and Remuneration Committee obtains independent advice on the appropriateness of remuneration packages for senior executives, based on remuneration trends in the market, from which recommendations are made to the Board.
It is the Group’s policy that employment contracts are entered into with the Managing Director and other senior executives. Details of these employment contracts are provided on page 21 in this report.
Remuneration consists of both fixed and variable remuneration components. The variable remuneration component includes a short term incentive (“STI”) plan and a long term incentive (“LTI”) plan. The proportion of fixed and variable remuneration (potential short term and long term incentives) is set and approved for each senior executive by the Nomination and Remuneration Committee.
Fixed annual remuneration
Objective
Remuneration levels for executives are reviewed annually to ensure that they are appropriate for the responsibilities, qualifications and experience of each executive and are competitive with the market.
The Nomination and Remuneration Committee establishes and issues an appropriate guideline for the purpose of the annual review of fixed remuneration levels. The guideline is based on both current and forecast Consumer Price Index and market conditions. There are no guaranteed fixed remuneration increases in any executives’ contracts.
Structure
Executives have the option to receive their fixed annual remuneration in cash and a limited range of prescribed fringe benefits such as motor vehicles and car parking. Fixed annual remuneration includes superannuation and all prescribed fringe benefits, including fringe benefits tax.
Variable remuneration – STI
Objective
The objective of the STI program is to link the achievement of the operational targets with the remuneration received by the executives charged with meeting those targets. The total potential STI available is set at a level to provide sufficient incentive to the executive to achieve the operational targets and such that the cost to the Group is reasonable in the circumstances.
Structure
Actual STI payments to each executive are determined based on the extent to which specific operating targets, set at the beginning of the year, are met. The operational targets consist of a number of KPIs covering both financial and non-financial measures of performance. Typically, KPIs and assessment criteria include:
-
meeting of pre-determined growth in Group earnings over the prior year;
-
meeting of strategic and operational objectives; and
-
assessed personal effort and contribution.
The Group has pre-determined benchmarks which must be met in order to trigger payments under the STI. The measures were chosen to directly align the individual’s STI to the KPIs of the Group and to its strategies and performance.
18 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Structure (continued)
On an annual basis, an earnings performance rating for the Group and each division is assessed and approved by the Nomination and Remuneration Committee. The individual performance of each executive is also assessed and rated and the ratings are taken into account when determining the amount, if any, of the STI to be allocated to each executive.
The aggregate of annual STI payments available for executives across the Group is subject to the approval of the Nomination and Remuneration Committee. STI payments are delivered as a cash bonus.
For the Managing Director and other executive KMP, the general target bonus opportunity range is from 50% to 100% of fixed annual remuneration. The target bonus range for the Managing Director and other executive KMP is detailed below:
| Maximum STI calculated on fixed annual remuneration (a) |
Allocated between: |
|---|---|
| Group earnings Divisional earnings Special projects Other KPIs |
|
| Managing Director DC Seargeant (b) 100% Other executive KMP NC Arundel 50% GC Dean 50% MR Duff 50% HR Eberstaller 50% |
(c)40% – 15% 45% 16.7% 16.7% – 16.6% 25% – – 25% 16.7% – 6.7% 26.6% 16.7% 16.7% – 16.6% |
(a) Fixed annual remuneration is comprised of base salary, superannuation and benefits provided through salary sacrificing arrangements.
(b) The targets set for the Managing Director’s STI relate to the Group’s performance, the management of current property developments and other business growth targets. The Board considers the specific targets to be commercially sensitive and accordingly further details of these targets have not been disclosed.
(c) The STI payment to the Managing Director related to Group earnings is calculated on a sliding scale according to the annual growth in normalised earnings. The maximum incentive will only be achieved if there is growth of 10% or more in the Group’s normalised profit before tax.
Bonuses may be paid above these levels at the discretion of the Nomination and Remuneration Committee and the Board, if it is assessed that an exceptional contribution has been made by an executive. There is no separate profit-share plan.
Variable remuneration – LTI
Objective
The objectives of the LTI plan are to:
-
align executive incentives with shareholder interests;
-
balance the short term with the long term Group focus; and
-
retain high calibre executives by providing an attractive equity-based incentive that builds an ownership of the Group mindset.
Structure
Executives are awarded performance rights which will only vest on the achievement of certain performance hurdles and service conditions. An offer is made under the Executive Performance Rights Plan to executives each financial year and is based on individual performance as assessed by the annual appraisal process. If an executive does not sustain a consistent level of high performance, they will not be nominated for Executive Performance Rights Plan participation. The Nomination and Remuneration Committee reviews details of executives nominated for participation subject to final Board approval. In accordance with the ASX Listing Rules, approval from shareholders is obtained before participation in the Executive Performance Rights Plan commences for the Managing Director.
Only executives who are able to directly influence the long term success of the Group participate in the Executive Performance Rights Plan.
Each award of performance rights is divided into equal portions, with each portion being subject to a different performance hurdle. The performance hurdles are based on earnings per share (“EPS”) and total shareholder return (“TSR”) growth of EVENT Hospitality & Entertainment Limited as determined by the Board over a three year period (“Performance Period”). The extent to which the performance hurdles have been met will be assessed by the Board at the expiry of the Performance Period.
Performance rights do not carry the right to vote or to receive dividends during the Performance Period.
19 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Structure (continued)
The performance hurdles for the awards of performance rights to executives in the financial year ended 30 June 2016 are based on EVENT Hospitality & Entertainment Limited’s EPS and TSR growth over the Performance Period of the three years to 30 June 2018, with performance measured against the year ended 30 June 2015 (being the base year).
The performance hurdles for the awards of performance rights to executives in the financial year ended 30 June 2016 are as follows:
EPS hurdle
The EPS hurdle requires that the Group’s EPS growth for the Performance Period must be greater than the target set by the Board. The EPS hurdle was chosen as it provides evidence of the Group’s growth in earnings. The hurdle is as follows:
-
if annual compound EPS growth over the Performance Period is less than 4%, no performance rights will vest with the executive;
-
if annual compound EPS growth over the Performance Period is equal to 4% but less than 6%, the proportion of performance rights vesting will be increased on a pro-rata basis between 50% and 100%; or
-
if annual compound EPS growth over the Performance Period is equal to or greater than 6%, all of the performance rights awarded (and attaching to this hurdle) will vest with the executive.
TSR hurdle
The TSR hurdle requires that the Group’s relative TSR performance must be above the median of the Company’s comparator group (“comparator group”). The comparator group is the S&P/ASX 200 (excluding trusts, infrastructure groups and mining companies). TSR is defined as share price growth and dividends paid and reinvested on the ex-dividend date (adjusted for rights, bonus issues and any capital reconstructions) measured from the beginning to the end of the Performance Period.
The TSR performance hurdle was chosen as it is widely recognised as one of the best indicators of shareholder value creation. The comparator group for TSR purposes has been chosen as it represents the group with which the Group competes for shareholders’ capital. The hurdle is as follows:
-
if the Company’s TSR ranking relative to the comparator group over the Performance Period is less than the 51[st] percentile, no Rights will vest;
-
if the Company’s TSR ranking relative to the comparator group over the Performance Period is equal to or exceeds the 51[st] percentile but is less than the 75[th] percentile, the proportion of Rights vesting will be increased on a pro-rata basis between 50% and 100%; or
-
if the Company’s TSR ranking relative to the comparator group over the Performance Period is equal to or greater than the 75[th] percentile all of the Rights awarded will vest.
After the Board has assessed the extent to which the above performance hurdles and criteria have been achieved, executives will be allocated ordinary shares equal to the number of vested performance rights held.
The Board has retained the discretion to vary the performance hurdles and criteria.
Group performance
In considering the Group’s performance and benefits for shareholders’ wealth, the Nomination and Remuneration Committee has regard to the following indices in respect of the current year and the previous four years:
| regard to the following indices in respect | of the current year and the previous four years: |
|---|---|
| 2016 2015 2014 2013 2012 |
|
| Net profit before individually significant items and income tax ($)(a) Dividends per share (cents) Special dividend per share (cents) Shareprice atyear end($) |
177,914,000 152,367,000 108,304,000 114,745,000 106,564,000 51 45 42 42 39 – 8 – – – 14.53 12.54 9.33 8.27 6.45 |
(a) Refer to page 6 in the Directors’ Report for a reconciliation to reported net profit for the year.
20 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Employment contracts
It is the Group’s policy that employment contracts for the Managing Director and other senior executives are unlimited in term.
The employment contracts typically outline the components of remuneration paid to the Managing Director and other senior executives but do not prescribe how remuneration levels are to be modified from year to year. Generally, remuneration levels are reviewed each year to take into account Consumer Price Index changes, remuneration trends in the market, any change in the scope of the role performed by the executive and any changes required to meet the principles of the remuneration policy.
Termination provisions in the employment contracts with the Managing Director and other executive KMP are summarised in the table below:
| table below: | |||
|---|---|---|---|
| Executive | Termination by the executive |
Termination by the Group | Expiry date of contract |
| DC Seargeant | The notice period is six months. |
The notice period is six months. On termination, the Group may at its discretion make a payment in lieu of all or part of the notice period. Mr Seargeant may also be entitled to a pro-rata STI bonus for the portion of the performance period that Mr Seargeant has worked, and any entitlement under the LTI (or pro-rata thereof) according to the rules in operation at the termination date. Mr Seargeant will also be entitled to a separation payment of one year’s fixed annual remuneration, reduced by any payment in lieu of notice. Mr Seargeant will also be entitled to accrued annual leave and long service leave benefits. The Group may terminate the agreement immediately in certain circumstances, in which case there is no payment in lieu of notice, no STI or LTI is payable, and the Board may decide not to pay the separation payment. |
Not applicable, rolling contracts. |
| NC Arundel GC Dean MR Duff HR Eberstaller |
The notice period is one month. |
The notice period is one month. On termination, the Group may make a payment in lieu of notice, equal to the notice period. The Group retains the right to terminate the contract immediately under certain conditions. On termination, the executive is entitled to accrued annual and long service benefits. There are no other termination payments. Payment of any LTI (or pro-rata thereof) is subject to the rules in operation at the termination date and at the discretion of the Board. |
Use of remuneration consultants
No remuneration consultants were engaged during the year to provide remuneration recommendations as defined in section 9B of the Corporations Act 2001.
21 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Key management personnel
The KMP for the financial year are set out in the table below:
| Name | Position | Period of responsibility | Employing company |
|---|---|---|---|
| Non-executive directors | |||
| Alan Rydge | Chairman and non-executive director | 1 July 2015 to 30 June 2016 | EVENT Hospitality & |
| Entertainment Limited | |||
| Kenneth Chapman | Independent non-executive director | 1 July 2015 to 30 June 2016 | EVENT Hospitality & |
| Entertainment Limited | |||
| Peter Coates | Independent non-executive director | 1 July 2015 to 30 June 2016 | EVENT Hospitality & |
| and lead independent director | Entertainment Limited | ||
| Valerie Davies | Independent non-executive director | 1 July 2015 to 30 June 2016 | EVENT Hospitality & |
| Entertainment Limited | |||
| David Grant | Independent non-executive director | 1 July 2015 to 30 June 2016 | EVENT Hospitality & |
| Entertainment Limited | |||
| Patria Mann | Independent non-executive director | 1 July 2015 to 30 June 2016 | EVENT Hospitality & |
| Entertainment Limited | |||
| Richard Newton | Independent non-executive director | 1 July 2015 to 30 June 2016 | EVENT Hospitality & |
| Entertainment Limited | |||
| Executive director | |||
| David Seargeant | Managing Director and Chief Executive | 1 July 2015 to 30 June 2016 | EVENT Hospitality & |
| Officer | Entertainment Limited | ||
| Other executive KMP | |||
| Norman Arundel | Managing Director Rydges Hotels & | 1 July 2015 to 30 June 2016 | Rydges Hotels Limited |
| Resorts | |||
| Gregory Dean | Director Finance & Accounting, | 1 July 2015 to 30 June 2016 | EVENT Hospitality & |
| Company Secretary | Entertainment Limited | ||
| Mathew Duff | Director Commercial | 1 July 2015 to 30 June 2016 | EVENT Hospitality & |
| Entertainment Limited | |||
| Hans Eberstaller | Managing Director of Commercial, | 1 July 2015 to 30 June 2016 | The Greater Union |
| UK and Europe | Organisation Pty Limited |
22 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Directors’ and executives’ remuneration
Details of the nature and amount of each major element of the remuneration of each director of the Company and other KMP of the Group are set out below:
| Short term Post- employment |
Share-based Other long term |
||
|---|---|---|---|
| Fixed annual remuneration and fees $ STI bonuses $ Non-cash benefits $ Insurance premiums(a) $ Superannuation contributions $ |
Performance shares(b) $ Performance rights(b) $ Accrued annual leave $ Accrued long service leave $ Total $ |
Proportion of remuneration performance related |
|
| DIRECTORS Non-executive AG Rydge 2016 2015 KG Chapman 2016 2015 PR Coates 2016 2015 VA Davies 2016 2015 DC Grant 2016 2015 PM Mann 2016 2015 RG Newton 2016 2015 Executive DC Seargeant 2016 2015 |
293,692 – – – 19,308 285,217 – – – 18,783 116,895 – – – 11,105 113,242 – – – 10,758 124,810 – – – 11,857 136,073 – – – 12,927 116,895 – – – 11,105 113,242 – – – 10,758 149,772 – – – 14,228 141,553 – – – 13,447 129,071 – – – 12,262 113,242 – – – 10,758 116,895 – – – 11,105 113,242 – – – 10,758 1,950,692 1,890,000 – – 19,308 1,870,071 1,512,000 – 4,522 18,783 |
– – – – 313,000 – – – – 304,000 – – – – 128,000 – – – – 124,000 – – – – 136,667 – – – – 149,000 – – – – 128,000 – – – – 124,000 – – – – 164,000 – – – – 155,000 – – – – 141,333 – – – – 124,000 – – – – 128,000 – – – – 124,000 126,260 1,293,078 28,782 66,183 5,374,303 (125,343) 643,457 (22,575) 79,609 3,980,524 |
|
| – | |||
| – | |||
| – | |||
| – | |||
| – | |||
| – | |||
| – | |||
| – | |||
| – | |||
| – | |||
| – | |||
| – | |||
| – | |||
| – | |||
| 61.6% | |||
| 51.0% |
23 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Directors’ and executives’ remuneration (continued)
| Short term Post- employment |
Share-based Other long term |
||
|---|---|---|---|
| Fixed annual remuneration and fees $ STI bonuses $ Non-cash benefits $ Insurance premiums(a) $ Superannuation contributions $ |
Performance shares(b) $ Performance rights(b) $ Accrued annual leave $ Accrued long service leave $ Total $ |
Proportion of remuneration performance related |
|
| OTHER EXECUTIVE KMP NC Arundel 2016 2015 GC Dean 2016 2015 MR Duff 2016 2015 HR Eberstaller 2016 2015 |
468,692 253,898 – 6,094 19,308 457,217 108,251 – 5,780 18,783 545,692 255,750 – 4,753 19,308 446,217 86,600 – 4,394 18,783 545,692 250,050 – 3,440 19,308 481,217 109,463 – 3,164 18,783 350,692 198,550 – 2,031 19,308 342,217 58,477 – 1,927 18,783 |
14,130 142,943 (6,137) 9,193 908,121 (14,032) 72,580 (17,998) 10,837 641,418 12,546 166,473 14,067 24,398 1,042,987 (11,841) 75,128 (11,191) 37,107 645,197 13,521 176,412 2,313 25,043 1,035,779 (12,439) 80,822 1,420 28,769 711,199 5,939 108,309 (30,265) 6,530 661,094 (5,402) 54,952 (16,879) 6,036 460,111 |
|
| 45.3% | |||
| 26.0% | |||
| 41.7% | |||
| 23.2% | |||
| 42.5% | |||
| 25.0% | |||
| 47.3% | |||
| 23.5% |
24 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Directors’ and executives’ remuneration (continued)
-
(a) Amounts disclosed above for remuneration of directors and other executive KMP exclude insurance premiums paid by the Group in respect of directors’ and officers’ liability insurance contracts as the contracts do not specify premiums paid in respect of individual directors and officers. Information relating to the insurance contracts is set out within the Remuneration Report. The amounts disclosed in the table above relate to premiums paid by the Group for group salary continuance insurance.
-
(b) Amounts disclosed above for remuneration relating to performance shares and performance rights have been determined in accordance with the requirements of AASB 2 Share-based Payment . AASB 2 requires the measurement of the fair value of performance shares and performance rights at the grant date and then to have that value apportioned in equal amounts over the period from grant date to vesting date. Details of performance shares and performance rights on issue are set out within the Remuneration Report and further details on the terms and conditions of these performance shares and performance rights are set out in Note 6.1 to the financial statements.
Analysis of STI bonuses included in remuneration
The bonus table below is calculated on the basis of including awarded bonuses only. It only includes remuneration relating to the portion of the relevant periods that each individual was a KMP. Details of the vesting profile of the STI bonuses awarded as remuneration to the Managing Director and other executive KMP of the Group are shown below:
| Included in remuneration(a) | |||
|---|---|---|---|
| $ | Awarded inyear | Not awarded inyear (c) | |
| Managing Director | |||
| DC Seargeant (b) | 1,890,000 | 100% | −% |
| Other executive KMP | |||
| NC Arundel | 253,898 | 96.7% | 3.3% |
| GC Dean | 255,750 | 100% | −% |
| MR Duff | 250,050 | 90% | 10% |
| HR Eberstaller | 198,550 | 100% | −% |
-
(a) Amounts included in remuneration for the year represent the amounts that were awarded in the year based on achievement of personal goals and satisfaction of specified performance criteria for the 30 June 2015 year. Amounts included in remuneration for Messrs Arundel, Dean, Duff and Eberstaller also include an additional discretionary bonus payment of 5% of fixed annual remuneration in recognition of exceptional contributions for the year ended 30 June 2015. No amounts vest in future years in respect of the STI bonus schemes for the 2015 year.
-
(b) The amount awarded to the Managing Director reflects the achievements discussed in the Review of Operations in the Directors’ Report, the Group’s performance, management of current property developments and other business growth targets. The Board considers the specific targets to be commercially sensitive and accordingly further details of these targets have not been disclosed.
-
(c) The amounts not awarded are due to the performance criteria not being met in relation to the assessment period.
Other transactions with key management personnel and their related parties
AG Rydge is a director of Carlton Investments Limited. Carlton Investments Limited rents office space from a controlled entity. Rent is charged to Carlton Investments Limited at a market rate. Rent and office service charges received during the year were $21,057 (2015: $23,432). The Company holds shares in Carlton Investments Limited. Dividends received during the year from Carlton Investments Limited totalled $704,799 (2015: $673,291).
AG Rydge paid rent, levies and other costs to Group entities during the year amounting to $96,764 (2015: $96,714). Rent is charged to AG Rydge at market rates.
A controlled entity has entered into a lease agreement for a cinema complex in Townsville with an entity related to KG Chapman. Rent paid under the lease is at market rates.
Apart from the details disclosed in the Remuneration Report, no KMP has entered into a material contract with the Group since the end of the previous year and there were no material contracts involving directors’ interests existing at reporting date.
From time to time, KMP of the Group, or their related parties, may purchase goods or services from the Group. These purchases are usually on the same terms and conditions as those granted to other Group employees. Where the purchases are on terms and conditions more favourable than those granted to other Group employees, the resulting benefits form part of the total remuneration outlined within the Remuneration Report.
25 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
− Executive Performance Rights Plan current LTI plan
Analysis of LTI performance rights granted as remuneration
Details of the vesting profile of performance rights granted as remuneration to the Managing Director and other executive KMP are shown below:
| Number Grant date Vested during theyear Forfeited during the year Year in which the grant vests |
Fair value |
|---|---|
| Performance right – EPS $ Performance right – TSR $ |
|
| Managing Director DC Seargeant 140,000 18 Feb 2016 – – 30 Jun 2019 170,000 19 Feb 2015 – – 30 Jun 2018 205,000 20 Feb 2014 – – 30 Jun 2017 Other executive KMP NC Arundel 13,650 18 Feb 2016 – – 30 Jun 2019 19,548 19 Feb 2015 – – 30 Jun 2018 22,885 20 Feb 2014 – – 30 Jun 2017 GC Dean 19,755 18 Feb 2016 – – 30 Jun 2019 23,870 19 Feb 2015 – – 30 Jun 2018 21,356 20 Feb 2014 – – 30 Jun 2017 MR Duff 19,755 18 Feb 2016 – – 30 Jun 2019 25,667 19 Feb 2015 – – 30 Jun 2018 22,983 20 Feb 2014 – – 30 Jun 2017 HR Eberstaller 10,349 18 Feb 2016 – – 30 Jun 2019 14,825 19 Feb 2015 – – 30 Jun 2018 17,311 20 Feb 2014 – – 30 Jun 2017 |
14.01 11.40 10.74 8.40 7.20 3.50 14.01 11.40 10.74 8.40 7.20 3.50 14.01 11.40 10.74 8.40 7.20 3.50 14.01 11.40 10.74 8.40 7.20 3.50 14.01 11.40 10.74 8.40 7.20 3.50 |
Analysis of movements in performance rights
The movement during the year, by value, of performance rights in the Company held by the Managing Director and other executive KMP is detailed below:
| Granted during | Exercised during | Performance | Amount paid per | |
|---|---|---|---|---|
| the year(a) | the year | rights exercised | right exercised | |
| $ | $ | Number | $ | |
| Managing Director | ||||
| DC Seargeant | 1,778,700 | – | – | – |
| Other executive KMP | ||||
| NC Arundel | 173,423 | – | – | – |
| GC Dean | 250,986 | – | – | – |
| MR Duff | 250,986 | – | – | – |
| HR Eberstaller | 131,483 | – | – | – |
(a) The value of performance rights granted in the year is the fair value of the performance rights calculated at grant date, estimated using a Binomial tree model for those rights that have EPS hurdles and a Monte Carlo model for those rights that have TSR hurdles. The total value of the performance rights granted is included in the table above. This amount is allocated to remuneration over the vesting period.
There were no performance rights granted since the end of the year.
26 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
− Executive Performance Rights Plan current LTI plan (continued)
Performance rights holdings and transactions
The movement during the year in the number of performance rights in EVENT Hospitality & Entertainment Limited held by the Managing Director and other executive KMP is detailed below:
| Held at | Held at | |||||
|---|---|---|---|---|---|---|
| the beginning of | the end of | |||||
| theyear | Granted | Exercised | Forfeited | theyear | ||
| Managing Director | ||||||
| DC Seargeant | 2016 | 375,000 | 140,000 | – | – | 515,000 |
| 2015 | 205,000 | 170,000 | – | – | 375,000 | |
| Other executive KMP | ||||||
| NC Arundel | 2016 | 42,433 | 13,650 | – | – | 56,083 |
| 2015 | 22,885 | 19,548 | – | – | 42,433 | |
| GC Dean | 2016 | 45,226 | 19,755 | – | – | 64,981 |
| 2015 | 21,356 | 23,870 | – | – | 45,226 | |
| MR Duff | 2016 | 48,650 | 19,755 | – | – | 68,405 |
| 2015 | 22,983 | 25,667 | – | – | 48,650 | |
| HR Eberstaller | 2016 | 32,136 | 10,349 | – | – | 42,485 |
| 2015 | 17,311 | 14,825 | – | – | 32,136 |
No performance rights have been granted since the end of the year. No performance rights are held by any related parties of KMP.
Executive Performance Share Plan − previous LTI plan
Analysis of LTI performance shares granted as remuneration
Details of vesting profile of the performance shares granted in previous years as remuneration to the Managing Director and other executive KMP are shown below:
| Number Grant date Vested during theyear Forfeited during the year Year in which the grant vests |
Fair value |
|---|---|
| Performance share – EPS $ Performance share – TSR $ |
|
| Managing Director DC Seargeant 210,000 21 Feb 2013 100% – 30 Jun 2016 Other executive KMP NC Arundel 23,502 21 Feb 2013 100% – 30 Jun 2016 GC Dean 20,868 21 Feb 2013 100% – 30 Jun 2016 MR Duff 22,489 21 Feb 2013 100% – 30 Jun 2016 HR Eberstaller 9,876 21 Feb 2013 100% – 30 Jun 2016 |
7.43 5.00 7.43 5.00 7.43 5.00 7.43 5.00 7.43 5.00 |
27 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Executive Performance Share Plan − previous LTI plan (continued)
Performance shares exercised during the year
Details of performance shares in the Company exercised during the year by the Managing Director and other executive KMP is detailed below:
| Exercised during | Performance | Amount paid per | |
|---|---|---|---|
| the year (a) | shares exercised | performance share | |
| $ | Number | $ | |
| Managing Director | |||
| DC Seargeant | 5,120,000 | 400,000 | Nil |
| Other executive KMP | |||
| NC Arundel | 736,090 | 49,535 | Nil |
| GC Dean | 475,065 | 33,413 | Nil |
| MR Duff | – | – | – |
| HR Eberstaller | – | – | – |
(a) The value of performance shares exercised during the year is calculated as the market price of shares of the Company on the ASX as at close of trading on the date that the performance shares were exercised.
Performance share holdings and transactions
The movement during the year in the number of performance shares in EVENT Hospitality & Entertainment Limited held by the Managing Director and other executive KMP is detailed below:
| Held at | Held at | |||||
|---|---|---|---|---|---|---|
| the beginning | the end of | |||||
| of theyear | Granted | Exercised | Forfeited | theyear | ||
| Managing Director | ||||||
| DC Seargeant | 2016 | 802,500 | – | (400,000) | – | 402,500 |
| 2015 | 930,000 | – | – | (127,500) | 802,500 | |
| Other executive KMP | ||||||
| NC Arundel | 2016 | 73,037 | – | (49,535) | – | 23,502 |
| 2015 | 87,306 | – | – | (14,269) | 73,037 | |
| GC Dean | 2016 | 33,413 | – | (33,413) | – | – |
| 2015 | 59,261 | – | (13,304) | (12,544) | 33,413 | |
| MR Duff | 2016 | 85,665 | – | – | – | 85,665 |
| 2015 | 99,119 | – | – | (13,454) | 85,665 | |
| HR Eberstaller | 2016 | 35,529 | – | – | – | 35,529 |
| 2015 | 41,425 | – | – | (5,896) | 35,529 |
No performance shares have been granted since the end of the year. No performance shares were held by the related parties of KMP.
28 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ REPORT
Equity holdings and transactions
The movement during the year in the number of ordinary shares of EVENT Hospitality & Entertainment Limited held, directly, indirectly or beneficially, by each KMP, including their related parties, is as follows:
| Received on | ||||||
|---|---|---|---|---|---|---|
| Held at | release of | Held at | ||||
| the beginning | performance | the end of | ||||
| of theyear | Purchases | shares | Sales | theyear | ||
| Directors | ||||||
| AG Rydge (Chairman) | 2016 | 72,234,355 | 554,248 | – | – | 72,788,603 |
| 2015 | 72,234,355 | – | – | – | 72,234,355 | |
| KG Chapman | 2016 | 57,500 | – | – | – | 57,500 |
| 2015 | 57,500 | – | – | – | 57,500 | |
| PR Coates | 2016 | 46,960 | – | – | – | 46,960 |
| 2015 | 36,500 | 10,460 | – | – | 46,960 | |
| VA Davies | 2016 | 10,000 | – | – | – | 10,000 |
| 2015 | 10,000 | – | – | – | 10,000 | |
| DC Grant | 2016 | 2,000 | 1,000 | – | – | 3,000 |
| 2015 | 1,000 | 1,000 | – | – | 2,000 | |
| PM Mann | 2016 | 2,000 | 4,000 | – | – | 6,000 |
| 2015 | 2,000 | – | – | – | 2,000 | |
| RG Newton | 2016 | 66,840 | – | – | – | 66,840 |
| 2015 | 66,840 | – | – | – | 66,840 | |
| DC Seargeant (Managing Director) | 2016 | 469,490 | – | 400,000 | (400,000) | 469,490 |
| 2015 | 469,490 | – | – | – | 469,490 | |
| Other executive KMP | ||||||
| NC Arundel | 2016 | 10,246 | – | 49,535 | – | 59,781 |
| 2015 | 10,246 | – | – | – | 10,246 | |
| GC Dean | 2016 | 68,095 | – | 33,413 | – | 101,508 |
| 2015 | 54,791 | – | 13,304 | – | 68,095 | |
| MR Duff | 2016 | – | – | – | – | – |
| 2015 | – | – | – | – | – | |
| HR Eberstaller | 2016 | – | – | – | – | – |
| 2015 | – | – | – | – | – |
No shares were granted to KMP as compensation in the year ended 30 June 2016. Performance rights were granted to certain KMP as disclosed on page 27.
End of Directors’ Report: Remuneration Report
29 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
To: the directors of Event Hospitality & Entertainment Limited
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2016 there have been:
-
(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
-
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
==> picture [77 x 36] intentionally omitted <==
KPMG
==> picture [101 x 37] intentionally omitted <==
Kenneth Reid
Partner
Sydney 25 August 2016
30
KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.
Liability limited by a scheme approved under Profession Standards Legislation.
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016
| STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016 |
|
|---|---|
| Note | 2016 $’000 2015 $’000 |
| ASSETS Current assets Cash and cash equivalents 4.4 Trade and other receivables 3.1 Inventories 3.2 Prepayments and other current assets Total current assets Non-current assets Trade and other receivables 3.1 Other financial assets Available-for-sale financial assets 4.5 Investments accounted for using the equity method 5.3 Property, plant and equipment 3.3 Investment properties 3.4 Goodwill and other intangible assets 3.5 Deferred tax assets 2.4 Other non-current assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables 3.6 Loans and borrowings 4.4 Current tax liabilities 2.4 Provisions 3.7 Deferred revenue 2.1 Other current liabilities 3.8 Total current liabilities Non-current liabilities Loans and borrowings 4.4 Deferred tax liabilities 2.4 Provisions 3.7 Deferred revenue 2.1 Other non-current liabilities 3.8 Total non-current liabilities Total liabilities Net assets EQUITY Share capital 4.1 Reserves 4.3 Retained earnings Total equity |
145,040 133,680 38,855 47,192 32,731 19,909 8,730 17,535 |
| 225,356 218,316 |
|
| 1,123 1,098 1,396 1,398 20,067 19,972 11,969 11,054 1,042,683 911,942 68,500 71,050 106,595 89,555 7,871 7,869 4,207 4,848 |
|
| 1,264,411 1,118,786 |
|
| 1,489,767 1,337,102 |
|
| 100,607 97,332 2,025 990 20,198 16,009 19,961 18,841 88,575 82,874 3,808 4,264 |
|
| 235,174 220,310 |
|
| 202,610 118,085 15,558 11,952 13,470 10,531 6,453 9,413 3,758 3,907 |
|
| 241,849 153,888 |
|
| 477,023 374,198 |
|
| 1,012,744 962,904 |
|
| 219,126 219,126 46,321 35,210 747,297 708,568 |
|
| 1,012,744 962,904 |
The Statement of Financial Position is to be read in conjunction with the notes to the financial statements on pages 36 to 87.
31 EVENT Hospitality & Entertainment Limited – Annual Report 2016
INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2016
| Note | 2016 $’000 2015 $’000 |
|---|---|
| Revenue and other income Revenue from sale of goods and rendering of services 2.1 Other revenue and income 2.1 Expenses Employee expenses Occupancy expenses Film hire and other film expenses Purchases and other direct expenses Depreciation, amortisation and impairments Other operating expenses Advertising, commissions and marketing expenses Finance costs Equity profit Share of net profit of equity accounted associates and joint ventures 5.3 Profit before tax Income tax expense 2.4 Profit for the year Earnings per share Basic earnings per share 2.5 Diluted earnings per share 2.5 |
1,211,447 1,113,728 69,442 60,934 |
| 1,280,889 1,174,662 |
|
| (284,532) (261,156) (251,405) (241,841) (256,764) (238,850) (103,963) (97,006) (82,916) (75,099) (73,944) (68,463) (34,866) (35,395) (8,946) (7,897) |
|
| (1,097,336) (1,025,707) |
|
| 2,273 2,912 |
|
| 185,826 151,867 (55,578) (42,977) |
|
| 130,248 108,890 |
|
| 2016 Cents 2015 Cents |
|
| 82.2 68.9 81.0 67.9 |
The Income Statement is to be read in conjunction with the notes to the financial statements on pages 36 to 87.
32 EVENT Hospitality & Entertainment Limited – Annual Report 2016
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016
| 2016 $’000 2015 $’000 |
|
|---|---|
| Profit for the year Other comprehensive income Items that may be reclassified to profit or loss Foreign currency translation differences for foreign operations – net of tax Net change in fair value of available-for-sale financial assets – net of tax Net change in fair value of cash flow hedges – net of tax Other comprehensive income for the year – net of tax Total comprehensive income for the year |
130,248 108,890 |
| 6,054 (1,139) 66 1,884 − 14 |
|
| 6,120 759 |
|
| 136,368 109,649 |
The Statement of Comprehensive Income is to be read in conjunction with the notes to the financial statements on pages 36 to 87.
33 EVENT Hospitality & Entertainment Limited – Annual Report 2016
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016
| Share capital $’000 Reserves $’000 Retained earnings $’000 Total equity $’000 |
|
|---|---|
| Balance at 1 July 2015 Profit for the year Other comprehensive income Foreign currency translation differences for foreign operations – net of tax Net change in fair value of available-for-sale financial assets – net of tax Total other comprehensive income recognised directly in equity Total comprehensive income for the year Employee share-based payments expense – net of tax Dividends paid Total transactions with owners Balance at 30 June 2016 Balance at 1 July 2014 Profit for the year Other comprehensive income Foreign currency translation differences for foreign operations – net of tax Net change in fair value of available-for-sale financial assets – net of tax Net change in fair value of cash flow hedges – net of tax Total other comprehensive income recognised directly in equity Total comprehensive income for the year Employee share-based payments expense – net of tax Dividends paid Total transactions with owners Balance at 30 June 2015 |
|
| 219,126 35,210 708,568 962,904 |
|
| – – 130,248 130,248 |
|
| – 6,054 – 6,054 |
|
| – 66 – 66 |
|
| – 6,120 – 6,120 |
|
| – 6,120 130,248 136,368 |
|
| – 4,991 – 4,991 |
|
| – – (91,519) (91,519) |
|
| – 4,991 (91,519) (86,528) |
|
| 219,126 46,321 747,297 1,012,744 |
|
| 219,126 32,510 668,719 920,355 |
|
| – – 108,890 108,890 |
|
| – (1,139) – (1,139) – 1,884 – 1,884 – 14 – 14 |
|
| – 759 – 759 |
|
| – 759 108,890 109,649 |
|
| – 1,941 – 1,941 – – (69,041) (69,041) |
|
| – 1,941 (69,041) (67,100) |
|
| 219,126 35,210 708,568 962,904 |
The Statement of Changes in Equity is to be read in conjunction with the notes to the financial statements on pages 36 to 87.
34 EVENT Hospitality & Entertainment Limited – Annual Report 2016
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016
| Note | 2016 $’000 2015 $’000 |
|---|---|
| Cash flows from operating activities Cash receipts in the course of operations Cash payments in the course of operations Cash provided by operations Dividends from associates and joint ventures Other revenue Dividends received Interest received Finance costs paid Income tax refunds Income tax paid Net cash provided by operating activities 7.3 Cash flows from investing activities Proceeds from disposal of other non-current assets Payments for property, plant and equipment and redevelopment of properties Payments for businesses acquired, including intangible assets Purchase of management and leasehold rights, software and other intangible assets Payment for additional interests in joint arrangements, net of cash acquired Increase in loans from other entities Net cash used by investing activities Cash flows from financing activities Proceeds from borrowings Repayments of borrowings Dividends paid 4.2 Net cash used by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of exchange rate fluctuations on cash held Cash and cash equivalents at the end of the year |
1,372,026 1,259,854 (1,148,113) (1,062,005) |
| 223,913 197,849 2,415 3,256 45,667 45,983 715 684 915 1,290 (8,902) (7,958) 863 7,755 (53,116) (35,549) |
|
| 212,470 213,310 |
|
| 22,000 280 (173,841) (104,320) (26,549) (8,007) (6,429) (1,442) (6,813) (596) 288 1,435 |
|
| (191,344) (112,650) |
|
| 193,858 86,000 (113,698) (76,000) (91,519) (69,041) |
|
| (11,359) (59,041) |
|
| 9,767 41,619 133,680 91,069 1,593 992 |
|
| 145,040 133,680 |
The Statement of Cash Flows is to be read in conjunction with the notes to the financial statements on pages 36 to 87.
35 EVENT Hospitality & Entertainment Limited – Annual Report 2016
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 6
S E C T I O N 1 – B A S I S O F P R E P A R A T I O N
This section explains the basis of preparation for the Group’s financial statements, including information regarding the impact of the adoption of new accounting standards.
1.1 – REPORTING ENTITY
EVENT Hospitality & Entertainment Limited (“Company”) (formerly Amalgamated Holdings Limited) is a company domiciled in Australia. The name of the Company was changed to EVENT Hospitality & Entertainment Limited on 17 December 2015. The consolidated financial report of the Company as at and for the year ended 30 June 2016 comprises the Company and its subsidiaries (collectively referred to as the “Group”) and the Group’s interest in associates, joint ventures and joint operations.
EVENT Hospitality & Entertainment Limited is a for-profit company incorporated in Australia and limited by shares. The shares are publicly traded on the ASX. The nature of the operations and principal activities of the Group are described in Note 2.2.
The financial report was authorised for issue by the Board of Directors of EVENT Hospitality & Entertainment Limited on 25 August 2016.
1.2 – 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”) (including Australian Accounting Interpretations) adopted by the Australian Accounting Standards Board and the Corporations Act 2001. The financial report also complies with International Financial Reporting Standards and interpretations adopted by the International Accounting Standards Board.
Basis of measurement
The financial report is prepared on the historical cost basis except for the following material items in the Statement of Financial Position which are measured at fair value: derivative financial instruments, financial assets classified as availablefor-sale, liabilities for cash-settled share-based payments and investment properties. Assets held for sale are stated at the lower of carrying amount and fair value less costs to sell.
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance with the Instrument, amounts in the financial report and Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated.
Use of estimates and judgements
The preparation of a financial report in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, 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 and in any future periods if affected. Judgements made by management in the application of AASBs that have a significant effect on the financial report and estimates with a significant risk of material adjustment in the next year are discussed in Notes 2.4 (Taxation), 3.3 (Property, plant and equipment), 3.4 (Investment properties) and 3.5 (Goodwill and other intangible assets).
36 EVENT Hospitality & Entertainment Limited – Annual Report 2016
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 6
S E C T I O N 1 – B A S I S O F P R E P A R A T I O N
1.2 – BASIS OF PREPARATION (continued)
Measurement of fair values
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
-
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in Notes 3.3 (Property, plant and equipment), 3.4 (Investment properties) and 4.5 (Financial risk management).
1.3 – FOREIGN CURRENCY
Functional and presentation currency
All amounts are expressed in Australian dollars, which is the Group’s presentation currency. Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The functional currency of the Company is Australian dollars.
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 year end date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss, except for differences arising on retranslation of a financial liability designated as a hedge of the net investment in a foreign operation that is effective, 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 dates of the transactions. 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 acquisition, are translated to Australian dollars at foreign exchange rates ruling at the reporting date. The income 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 in equity.
When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the foreign currency translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of an associate or joint venture whilst retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
Net investment in foreign operations
Exchange differences arising from the translation of the net investment in foreign operations, and the effective portion of related hedges, are taken to the foreign currency translation reserve. They are released to profit or loss as an adjustment to profit or loss on disposal. Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised directly in other comprehensive income and presented in the foreign currency translation reserve in equity.
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S E C T I O N 1 – B A S I S O F P R E P A R A T I O N
1.4 – CHANGE IN SIGNIFICANT ACCOUNTING POLICIES
The accounting policies described in this note have been applied consistently to all periods presented in this financial report and have been applied consistently by all entities in the Group, except as explained in this note which addresses changes in accounting policies. The Group has adopted the following amendment to standards, including consequential amendments to other standards, with a date of initial application of 1 July 2015:
- AASB 2015-3 Amendments to Australia Accounting Standards arising from the Withdrawal of AASB 1031 Materiality.
The above has not had any significant impact on the Group’s consolidated financial statements.
1.5 – NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED
A number of other new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 July 2016, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group, except for:
-
AASB 9 Financial Instruments ;
-
AASB 15 Revenue from Contracts with Customers; and
-
AASB 16 Leases .
The Group does not plan to adopt these standards early and the extent of their impact has yet to be determined.
38 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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S E C T I O N 2 – P E R F O R M A N C E F O R T H E Y E A R
This section focuses on the results and performance of the Group. On the following pages are disclosures explaining the Group’s revenue, segment information, individually significant items, taxation and earnings per share.
2.1 – REVENUE
Accounting policy
Revenue represents the total amount received or receivable, usually in cash, for goods sold or services provided to customers and excludes sales related taxes, discounts and intra-Group transactions.
Revenue recognition criteria for the Group’s key classes of revenue are as follows:
Rendering of services
-
Box office ticket revenue is recognised on the date the customer views the relevant film. When tickets are sold in advance or gift cards are sold to customers, this revenue is recorded as deferred revenue in the Statement of Financial Position until this date or expiry, whichever is earlier;
-
Hotel room revenue is recognised when the room is occupied; and
-
Ski pass revenue is recognised as the customer uses the service. For season and other passes, revenue is recorded as deferred revenue in the Statement of Financial Position initially and is then recognised over the period that the pass is valid.
The Group also operates loyalty programs in its cinema exhibition and hotel businesses where customers earn points when they purchase cinema tickets or stay at a qualifying hotel. These points can be redeemed by the customer at a later date for discounts on future purchases.
The consideration received from the customer who is a member of the loyalty program is allocated at the point of sale between the award points earned and the respective box office or hotel room revenue. This is the fair value of the points, which is adjusted to take into account the expected rates of forfeiture, and is recognised in deferred revenue in the Statement of Financial Position. The awards revenue is then recognised when the points are redeemed or expire, whichever is earlier.
Sale of goods
- Merchandise (including food and beverages) is recognised at the point of sale.
Other revenue and income
-
Rental revenue is recognised on a straight-line basis over the term of the lease;
-
Management and consulting fees are earned from hotels managed by the Group, usually under long term contracts with the hotel owner; and
-
Other revenue, including interest, dividends and profits on disposal of non-current assets, is recognised in the period to which it relates.
| Revenue Rendering of services Sale of goods Other revenue Rental revenue Management and consulting fees Finance revenue Dividends Sundry Other income Reversal of impairment charges booked in previous years Insurance proceeds Increase in fair value of investment properties Profit on sale of property plant and equipment |
2016 $’000 2015 $’000 |
|---|---|
| 850,284 775,584 361,163 338,144 |
|
| 1,211,447 1,113,728 |
|
| 24,182 22,992 21,074 22,352 915 1,290 715 684 411 640 |
|
| 47,297 47,958 |
|
| 1,712 11,400 155 129 580 1,319 19,698 128 |
|
| 22,145 12,976 |
|
| 1,280,889 1,174,662 |
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S E C T I O N 2 – P E R F O R M A N C E F O R T H E Y E A R
2.2 – SEGMENT REPORTING
Accounting policy
An operating segment is a component of the Group that engages in business activities from which it earns revenues and incurs expenses, including revenues and expenses from transactions with other Group segments. All segments’ operating results are regularly reviewed by the Group’s Managing Director to make decisions about resources to be allocated to a segment and to assess its performance, and for which discrete financial information is available.
Segment results that are reported to the Managing Director include items directly attributable to a segment, before individually significant items, as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate head office assets, head office expenses, and income tax assets and liabilities.
Additions to non-current segment assets are the total cost incurred during the period to acquire assets that include amounts expected to be recovered over more than 12 months after the year end date. Amounts include property, plant and equipment, but exclude financial instruments and deferred tax assets.
Segment information is presented in respect of the Group’s reporting segments. These are the Group’s main strategic business segments and have differing risks and rewards associated with the business due to their different product or service and geographic markets. For each of these operating segments, the Group’s Managing Director regularly reviews internal management reports.
Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax as included in the internal management reports. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of segments relative to those of other businesses. Inter-segment pricing is determined on an arm’s length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise interest bearing loans and borrowings and borrowing costs, interest income and corporate head office assets and expenses.
Operating segments
The Group comprises the following main operating segments:
Entertainment Australia
Includes the cinema exhibition operations in Australia, technology equipment supply and servicing, and the State Theatre.
Entertainment New Zealand
Includes cinema exhibition operations in New Zealand and Fiji.
Entertainment Germany
Includes the cinema exhibition operations in Germany.
Hotels and Resorts
Includes the ownership, operation and management of hotels in Australia and overseas.
Thredbo Alpine Resort
Includes all the operations of the resort including property development activities.
Property and Other Investments
Includes property rental, investment properties and available-for-sale financial assets.
Geographical information
Also presented is information on the Group’s split of revenue and non-current assets by geographic location. Geographic revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets. The Group operates in Australia, New Zealand, Fiji and Germany.
40 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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S E C T I O N 2 – P E R F O R M A N C E F O R T H E Y E A R
| 2.2 – SEGMENT REPORTING (continued) Operating segments |
Entertainment | Hotels and Resorts Thredbo Alpine Resort $’000 $’000 |
||
|---|---|---|---|---|
| Australia New Zealand Germany $’000 $’000 $’000 |
Property and Other Investments |
Consolidated | ||
| $’000 | $’000 | |||
| 2016 Revenue and other income External segment revenue Other income – external Finance revenue Other unallocated revenue Revenue and other income before individually significant items Individually significant items Revenue and other income Result Segment result before individually significant items Share of net profit of equity accounted investees Total segment result before individually significant items Unallocated revenue and expenses Net finance costs Individually significant items Profit before related income tax expense Income tax expense Profit after income tax expense Amortisation and depreciation (net of impairment write-downs) Impairment write-downs of property, plant and equipment Amortisation and depreciation Reversal of impairment write-downs made in prior years |
477,947 89,341 340,166 – – – |
274,419 60,431 169 79 |
||
| 14,747 | 1,257,051 | |||
| 1,285 | 1,533 | |||
| 88,262 10,508 34,022 253 – 2,020 |
51,849 15,007 – – |
915 | ||
| 63 | ||||
| 1,259,562 | ||||
| 21,327 | ||||
| 1,280,889 | ||||
| 5,332 | 204,980 | |||
| – | 2,273 | |||
| 88,515 10,508 36,042 |
51,849 15,007 |
5,332 | 207,253 | |
| (23,587) (6,525) (10,754) – – – |
(22,321) (3,795) (13,415) – |
(21,308) | ||
| (8,031) | ||||
| 7,912 | ||||
| 185,826 | ||||
| (55,578) | ||||
| 130,248 | ||||
| (2,519) | (69,501) | |||
| – | (13,415) | |||
| (23,587) (6,525) (10,754) |
(35,736) (3,795) |
(2,519) | (82,916) | |
| – – – |
1,712 – |
– | 1,712 |
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S E C T I O N 2 – P E R F O R M A N C E F O R T H E Y E A R
| 2.2 – SEGMENT REPORTING (continued) Operating segments |
Entertainment Australia New Zealand Germany Hotels and resorts Thredbo Alpine Resort Property and Other Investments $’000 $’000 $’000 $’000 $’000 $’000 |
Entertainment Australia New Zealand Germany Hotels and resorts Thredbo Alpine Resort Property and Other Investments $’000 $’000 $’000 $’000 $’000 $’000 |
|
|---|---|---|---|
| Consolidated | |||
| $’000 | |||
| 2016 Assets Reportable segment assets Equity accounted investments Deferred tax assets Unallocated corporate assets Total assets Liabilities Reportable segment liabilities Deferred tax liabilities Unallocated corporate liabilities Total liabilities Acquisitions of non-current assets 2016 Geographical information |
283,878 70,770 207,128 615,737 45,277 226,312 9,236 – 2,733 – – – |
||
| 1,449,102 | |||
| 11,969 | |||
| 293,114 70,770 209,861 615,737 45,277 226,312 |
1,461,071 | ||
| 113,588 16,235 58,910 32,685 16,409 111 |
7,871 | ||
| 20,825 | |||
| 1,489,767 | |||
| 237,938 | |||
| 59,789 1,817 21,586 115,765 4,040 13,676 |
15,558 | ||
| 223,527 | |||
| 477,023 | |||
| 216,673 | |||
| Australia $’000 New Zealand and Fiji $’000 Germany $’000 |
Consolidated $’000 1,257,051 1,449,102 11,969 216,673 |
||
| External segment revenue Reportable segment assets Equity accounted investments Acquisitions of non-current assets |
789,252 127,633 340,166 |
||
| 1,079,496 162,478 207,128 |
|||
| 9,236 – 2,733 |
|||
| 146,014 49,073 21,586 |
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S E C T I O N 2 – P E R F O R M A N C E F O R T H E Y E A R
| 2.2 – SEGMENT REPORTING (continued) Operating segments |
Entertainment | Hotels and Resorts Thredbo Alpine Resort $’000 $’000 |
||
|---|---|---|---|---|
| Australia New Zealand Germany $’000 $’000 $’000 |
Property and Other Investments |
Consolidated | ||
| $’000 | $’000 | |||
| 2015 Revenue and other income External segment revenue Other income – external Finance revenue Other unallocated revenue Revenue and other income before individually significant items Individually significant items Revenue and other income Result Segment result before individually significant items Share of net profit of equity accounted investees Total segment result before individually significant items Unallocated revenue and expenses Net finance costs Individually significant items Profit before related income tax expense Income tax expense Profit after income tax expense Amortisation and depreciation (net of impairment write-downs) Impairment write-downs of property, plant and equipment Amortisation and depreciation Reversal of impairment write-downs made in prior years |
437,279 86,844 310,423 – 5 – |
251,441 58,738 140 23 |
||
| 15,046 | 1,159,771 | |||
| 1,992 | 2,160 | |||
| 78,206 8,264 22,584 370 – 2,542 |
41,400 13,410 – – |
1,290 | ||
| 41 | ||||
| 1,163,262 | ||||
| 11,400 | ||||
| 1,174,662 | ||||
| 7,440 | 171,304 | |||
| – | 2,912 | |||
| 78,576 8,264 25,126 |
41,400 13,410 |
7,440 | 174,216 | |
| (20,996) (6,165) (10,429) – – – |
(19,683) (3,665) (10,800) – |
(15,242) | ||
| (6,607) | ||||
| (500) | ||||
| 151,867 | ||||
| (42,977) | ||||
| 108,890 | ||||
| (2,261) | (63,199) | |||
| (1,100) | (11,900) | |||
| (20,996) (6,165) (10,429) |
(30,483) (3,665) |
(3,361) | (75,099) | |
| – – – |
11,400 – |
– | 11,400 |
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S E C T I O N 2 – P E R F O R M A N C E F O R T H E Y E A R
| 2.2 – SEGMENT REPORTING (continued) Operating segments |
Entertainment Australia New Zealand Germany Hotels and Resorts Thredbo Alpine Resort Property and Other Investments $’000 $’000 $’000 $’000 $’000 $’000 |
Entertainment Australia New Zealand Germany Hotels and Resorts Thredbo Alpine Resort Property and Other Investments $’000 $’000 $’000 $’000 $’000 $’000 |
|
|---|---|---|---|
| Consolidated | |||
| $’000 | |||
| 2015 Assets Reportable segment assets Equity accounted investments Deferred tax assets Unallocated corporate assets Total assets Liabilities Reportable segment liabilities Deferred tax liabilities Unallocated corporate liabilities Total liabilities Acquisitions of non-current assets 2015 Geographical information |
264,570 69,997 172,256 514,968 44,434 217,580 8,028 – 3,026 – – – |
||
| 1,283,805 | |||
| 11,054 | |||
| 272,598 69,997 175,282 514,968 44,434 217,580 |
1,294,859 | ||
| 106,901 17,010 54,957 30,275 17,410 2,052 |
7,869 | ||
| 34,374 | |||
| 1,337,102 | |||
| 228,605 | |||
| 26,459 8,699 4,218 35,586 4,207 34,260 |
11,952 | ||
| 133,641 | |||
| 374,198 | |||
| 113,429 | |||
| Australia $’000 New Zealand and Fiji $’000 Germany $’000 |
Consolidated $’000 1,159,771 1,283,805 11,054 113,429 |
||
| External segment revenue Reportable segment assets Equity accounted investments Acquisitions of non-current assets |
738,795 110,553 310,423 |
||
| 991,008 116,173 176,624 |
|||
| 8,028 – 3,026 |
|||
| 98,311 10,900 4,218 |
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S E C T I O N 2 – P E R F O R M A N C E F O R T H E Y E A R
2.3 – INDIVIDUALLY SIGNIFICANT ITEMS
Profit before income tax expense includes the following revenues/(expenses) whose disclosure is relevant in explaining the financial performance of the Group:
| financial performance of the Group: | |
|---|---|
| Profit on sale of Mosman cinema site Impairments of land, buildings and plant and equipment Reversal of impairment charges booked in previous years |
2016 $’000 2015 $’000 |
| 19,615 − (13,415) (11,900) 1,712 11,400 |
|
| 7,912 (500) |
2.4 – TAXATION
Accounting policy
Income tax expense in the Income Statement for the periods presented comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax
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.
The Company and its Australian wholly owned subsidiaries are part of a tax consolidated group. As a consequence, all members of the tax consolidated group are taxed as a single entity. EVENT Hospitality & Entertainment Limited is the head entity within the tax consolidated group.
Deferred tax
Deferred tax arises due to certain temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and those for taxation purposes. The following temporary differences are not provided for:
-
taxable temporary differences on the initial recognition of goodwill;
-
the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and
-
differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.
Deferred tax assets and liabilities are disclosed net to the extent that they relate to taxes levied by the same authority and the Group has the right of set off.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities. A deferred tax asset is recognised only to the extent that it is probable that sufficient taxable profit will be available to utilise the temporary difference.
The Group has unrecognised deferred tax assets in respect of certain foreign tax revenue losses as disclosed on page 47. The utilisation of the tax revenue losses is dependent upon the generation of sufficient future taxable profits within the applicable foreign tax entities and a deferred tax asset is only recognised to the extent that it is supported by sufficient forecast taxable profits. Assumptions regarding the generation of future taxable profits relevant to those foreign tax entities has been based upon management’s budget estimates and forecasts. Management considers that the forecast of taxable profits for the applicable foreign tax entities is subject to risk and uncertainty; hence, the Group has not recognised all of the losses as a deferred tax asset.
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| 2.4 – TAXATION (continued) | 2016 $’000 2015 $’000 |
|---|---|
| Income tax expense The major components of income tax expense are: Income tax recognised in profit or loss Current income tax Current income tax expense Income tax over provided in prior year Deferred income tax Relating to origination and reversal of temporary differences Income tax expense reported in the Income Statement Income tax charged/(credited) directly in equity Deferred income tax related to items charged/(credited) directly in equity: Relating to other comprehensive income Effective portion of changes in fair value of cash flow hedges Unrealised gain on available-for-sale financial assets Currency translation movements of deferred tax balances of foreign operations Net (gain)/loss on hedge of net investment in overseas subsidiaries Relating to other equity balances Adjustment to shared-based payments reserve Income tax (benefit)/expense reported in equity Reconciliation between income tax expense and pre-tax profit A reconciliation between income tax expense and accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows: Accounting profit before income tax expense Prima facie income tax expense calculated at the Group’s statutory income tax rate of 30% (2015: 30%) on accounting profit Increase in income tax expense due to: Impairment write down/(write back) of land and buildings Non-deductible items and losses in non-resident controlled entities Amortisation of management rights and other intangible assets Depreciation and amortisation of buildings Adjustment of deferred tax balance relating to leasehold improvements Other Decrease in income tax expense due to: Tax losses from prior years now recognised or utilised Share of incorporated joint venture net profit Other Income tax over provided in prior year |
55,578 42,977 |
| 56,109 45,098 (190) (1,410) (341) (711) |
|
| 55,578 42,977 |
|
| – 6 29 807 395 217 (879) 358 |
|
| (455) 1,388 19 27 |
|
| (436) 1,415 |
|
| 185,826 151,867 |
|
| 55,748 45,560 |
|
| 1,199 (360) 2,628 1,284 1,324 807 400 354 – 600 815 791 |
|
| 6,366 3,476 |
|
| 4,102 2,429 846 871 1,398 1,349 |
|
| 6,346 4,649 |
|
| (190) (1,410) |
|
| 55,578 42,977 |
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S E C T I O N 2 – P E R F O R M A N C E F O R T H E Y E A R
| 2.4 – TAXATION (continued) | 2016 $’000 2015 $’000 |
|---|---|
| Unrecognised deferred tax assets Revenue losses – foreign |
2,277 5,663 |
| 2,277 5,663 |
Included in the deferred tax assets not recognised is the gross value of tax revenue losses arising in Germany of $7,591,000 (2015: $18,878,000). The availability of these tax losses is subject to certain utilisation limits and ongoing availability tests under German tax law. At 30 June 2016, there was no recognised deferred income tax liability (2015: $nil) for taxes that would be payable on the unremitted earnings of certain of the Group’s subsidiaries, associates or incorporated joint ventures.
| Deferred tax assets and liabilities Deferred tax liabilities Deferred tax liabilities comprise: Difference in depreciation and amortisation of property, plant and equipment for accounting and income tax purposes Investment properties Available-for-sale financial assets Share of joint arrangement timing differences Expenditure deductible for tax but amortised for accounting purposes Accrued revenue Prepayments Interest and deferred financing costs Share-based payments deductible for tax but deferred and amortised for accounting purposes Unrealised foreign exchange gains not currently assessable Sundry items Less: Deferred tax assets of the tax consolidated group offset against deferred tax liabilities Deferred tax assets Deferred tax assets comprise: Difference in depreciation and amortisation of property, plant and equipment and intangible assets for accounting and income tax purposes Share of joint arrangement timing differences Provisions and accrued employee benefits not currently deductible Deferred revenue Accrued expenses Discounted long term lease and non-interest bearing loan liabilities Difference between book and tax values of residential apartment development Share-based payments not currently deductible for tax Tax losses carried forward Capital losses offsetting unrealised capital gains Unrealised foreign exchange losses not currently deductible Sundry items Less: Deferred tax liabilities of the tax consolidated group offset against deferred tax assets Deferred tax benefit |
Statement of Financial Position |
Income Statement |
|---|---|---|
| 2016 $’000 2015 $’000 |
2016 $’000 2015 $’000 |
|
| 27,163 23,020 8,120 7,880 4,503 4,474 75 157 4,606 3,235 653 1,079 96 160 886 964 1,432 1,526 1,631 1,431 871 787 |
(1,076) 1,518 240 555 – – (82) 422 1,373 (622) (462) 630 (67) (92) (78) (55) (113) 84 (426) (270) 64 140 497 580 (977) (656) 382 (421) 1,637 (2,149) (331) (442) – 933 – (496) (1,385) (659) 116 116 – 424 462 – (115) (251) |
|
| 50,036 44,713 (34,478) (32,761) |
||
| 15,558 11,952 |
||
| 4,440 4,858 9,207 8,230 9,037 9,221 4,664 6,276 987 652 34 34 496 496 2,184 799 7,578 7,504 – – 2,952 1,911 770 649 |
||
| 42,349 40,630 (34,478) (32,761) |
||
| 7,871 7,869 |
||
| (341) (711) |
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S E C T I O N 2 – P E R F O R M A N C E F O R T H E Y E A R
2.5 – EARNINGS PER SHARE
Basic earnings per share (“EPS”) is calculated by dividing the profit for the period attributable to members of the Company by the weighted average number of ordinary shares of the Company.
Diluted EPS adjusts the figures used in the determination of basic EPS to take into account the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
| to have been issued for no consideration in relation to dilutive potential ordinary shares. | |
|---|---|
| Profit attributable to ordinary shareholders (basic and diluted) Weighted average number of ordinary shares (basic) Effect of performance shares and performance rights Weighted average number of ordinary shares (diluted) |
2016 2015 |
| $’000 $’000 130,248 108,890 |
|
| Number Number 158,516,676 158,024,304 2,212,859 2,307,696 |
|
| 160,729,535 160,332,000 |
Further details in relation to the Executive Performance Share Plan and Executive Performance Rights Plan are provided in Note 6.1.
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S E C T I O N 3 – O P E R A T I N G A S S E T S A N D L I A B I L I T I E S
This section shows the assets used to generate the Group’s trading performance and the liabilities incurred as a result. Liabilities relating to the Group’s financing activities are addressed in section 4. Deferred tax assets and liabilities are shown in Note 2.4.
On the following pages, there are sections covering working capital balances, property, plant and equipment, investment properties, intangible assets and provisions.
3.1 – TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised initially at fair value, and subsequently at the amounts considered recoverable (amortised cost). Where the payment terms for the sale of an asset are deferred, the receivable is discounted using the prevailing rate for a similar instrument of an issuer with similar credit terms. The unwinding of the discount is treated as finance revenue.
Trade receivables are non-interest bearing and are generally on 30 to 90 day terms. The Group’s exposure to credit and foreign exchange risks related to trade and other receivables is disclosed in Note 4.5.
Estimates are used in determining the level of receivables that will not be collected, and these estimates take into account factors such as historical experience. Allowances are made for impairment losses when there is sufficient evidence that the Group will not be able to collect all amounts due. These allowances are made until such time that the Group is satisfied that no recovery of the amount owing is possible; at that point, the amount considered irrecoverable is written off against the asset directly.
The carrying value of trade and other receivables is considered to approximate fair value.
Receivables are stated with the amount of goods and services tax (“GST”) or equivalent tax included.
| Current Trade receivables Less: Allowance for trade receivables Other receivables Non-current Other receivables Receivable from associates Present value of loans provided under the Employee Share Plan |
2016 $’000 2015 $’000 |
|---|---|
| 18,705 27,028 (743) (356) |
|
| 17,962 26,672 20,893 20,520 |
|
| 38,855 47,192 |
|
| 1,070 1,000 43 43 10 55 |
|
| 1,123 1,098 |
As at 30 June 2016, trade receivables with a value of $743,000 (2015: $356,000) were impaired and fully provided for. The movement in the allowance is not considered material.
As at 30 June 2016, trade receivables for the Group that were past due but not impaired were $3,837,000 (2015: $5,075,000), of which $1,986,000 (2015: $2,847,000) was less than 30 days overdue. The remainder is not considered material and consequently an ageing analysis has not been provided.
Other current receivables of $20,893,000 (2015: $20,520,000) do not contain impaired assets and are not past due. Based on the credit history of these other receivables, it is expected that these amounts will be recovered when due.
49 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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3.2 – INVENTORIES
Inventories are measured at the lower of cost and net realisable value. Work in progress is valued at cost. Cost is based on the first-in-first-out principle and includes expenditure incurred in bringing inventories to their existing condition and location.
3.3 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment
Property, plant and equipment are the physical assets used by the Group to generate revenue and profits. These assets include land and buildings, and plant and equipment. Property, plant and equipment are recognised at cost (which is the amount initially paid for them) less accumulated depreciation (the estimate of annual wear and tear) and impairment losses.
The Group leases properties in the normal course of business, principally to conduct its cinema exhibition businesses. On inception of a lease the estimated cost of decommissioning any additions to these properties (known as leasehold improvements) is included within property, plant and equipment and depreciated over the lease term. A corresponding provision is set up as disclosed in Note 3.7.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for separately.
Depreciation is charged to the Income Statement on a straight-line basis over the asset’s estimated useful life. The major categories of property, plant and equipment are depreciated as follows:
| • | Plant and equipment | 3 – 20 years |
|---|---|---|
| • | Buildings and improvements subject to long term leases | Shorter of estimated useful life and term of lease |
| • | Freehold buildings | 40 – 80 years |
| • | Resort apartments and share of common property | 40 – 80 years |
Freehold land and land subject to long term leases are not depreciated. Similarly, assets under construction (classified as capital work in progress) are not depreciated until they come into use, when they are transferred to buildings or plant and equipment as appropriate.
Impairment of property, plant and equipment
Property, plant and equipment that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indicators of impairment may include changes in technology and business performance.
The process of impairment testing is to estimate the recoverable amount of the assets concerned, and recognise an impairment loss in the Income Statement whenever the carrying amount of those assets exceeds the recoverable amount.
Impairment testing of property, plant and equipment is performed at an individual hotel or cinema site level, with the exception of cinema sites within a single geographic location, which are tested as one cash generating unit. Details regarding impairment testing performed at 30 June 2016 is set out below.
50 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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3.3 – PROPERTY, PLANT AND EQUIPMENT (continued)
| 2016 Gross balance at the beginning of the year Accumulated depreciation, amortisation and impairments at the beginning of the year Net balance at the beginning of the year Additions Additions from acquisitions Transfers Disposals Depreciation Impairment Effect of movement in foreign exchange At 30 June 2016 2015 Gross balance at the beginning of the year Accumulated depreciation, amortisation and impairments at the beginning of the year Net balance at the beginning of the year Additions Additions from acquisitions Transfers Disposals Depreciation Impairment Effect of movement in foreign exchange At 30 June 2015 |
Freehold land and buildings Land subject to long term leases Buildings and improvements subject to long term leases Resort apartments and share of common property Plant and equipment Leased plant and equipment Capital work in progress Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 |
|---|---|
| 579,253 56 300,186 31,860 670,480 – 76,980 1,658,815 |
|
| (95,195) – (183,700) (18,414) (449,564) – – (746,873) |
|
| 484,058 56 116,486 13,446 220,916 – 76,980 911,942 |
|
| 16,752 50 4,397 – 10,857 – 141,785 173,841 |
|
| – 1,002 17,644 – 2,851 – – 21,497 |
|
| 59,668 190 16,612 – 49,082 – (122,842) 2,710 |
|
| (2,829) – (47) – (684) – – (3,560) |
|
| (7,968) – (11,794) (411) (41,573) – – (61,746) |
|
| (4,324) – 912 (4,827) (2,868) – – (11,107) |
|
| 2,401 47 2,569 – 3,521 – 568 9,106 |
|
| 547,758 1,345 146,779 8,208 242,102 – 96,491 1,042,683 |
|
| 562,630 56 287,428 31,860 651,901 – 39,745 1,573,620 (95,360) – (178,486) (11,780) (426,335) – – (711,961) |
|
| 467,270 56 108,942 20,080 225,566 – 39,745 861,659 4,345 – 16,680 – 21,723 – 61,541 104,289 2,323 – 867 – 1,958 – – 5,148 10,629 – 2,424 7 13,735 – (24,401) 2,394 (8) – (18) – (1,796) – – (1,822) (6,547) – (11,502) (411) (37,841) – – (56,301) 6,830 – – (6,230) (1,100) – – (500) (784) – (907) – (1,329) – 95 (2,925) |
|
| 484,058 56 116,486 13,446 220,916 – 76,980 911,942 |
51 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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3.3 – PROPERTY, PLANT AND EQUIPMENT (continued)
Independent valuations of interest in land and buildings
In assessing current values for the Group’s interest in land and buildings and integral plant and equipment, including long term leasehold land and improvements, the directors have relied in most cases upon independent valuations from registered qualified valuers or management value in use calculations. Except for investment properties, which are revalued every half year (refer to Note 3.4), valuations are generally carried out on a progressive three year cycle. The last valuations were completed as at June 2016 and June 2015.
Measurement of fair values
Amounts disclosed below represent the fair value of the Group’s interest in land and buildings, excluding investment properties, as determined at the time of the most recent independent valuation report. Independent registered qualified valuers are engaged to perform the valuations. The values are determined based on the highest and best use of each property. In most cases, the existing use is the highest and best use and values are determined on a going concern basis. For certain properties, the highest and best use may differ from the current use, and consideration may be given to the development of such properties at an appropriate time in the future in order to realise the full value of the property.
This fair value disclosure has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used. Going concern value is based on capitalisation and discounted cash flow methodologies, and significant unobservable inputs include the forecast net income for each property, and the capitalisation and discount rates used in determining fair value. In the most recent valuations, capitalisation rates utilised ranged from 5.25% to 14.00% and pre-tax discount rates utilised ranged from 6.00% to 13.75% per annum. For certain sites where the going concern value was not the highest and best use, fair value was determined using a direct comparison methodology with reference to recent sales of similar properties.
The fair values determined by the independent registered qualified valuers are sensitive to changes in these significant unobservable inputs. Overall, however, the fair value of the Group’s interest in land and buildings, excluding investment properties, is significantly higher than the book value of these interests as noted below.
| properties, is significantly higher than the book value of these interests as noted below. | |
|---|---|
| Most recent valuations of interest in land and buildings, excluding investment properties A summary of recent independent valuations, by year of the last valuation, is set out as follows: Existing use is highest and best use Independent valuation – 2016 – 2015 – 2013 Alternate use is highest and best use Independent valuation – 2015 Land and buildings not independently valued Book value of land and buildings not independently valued |
2016 $’000 2015 $’000 |
| 474,460 − 602,665 625,183 − 310,400 |
|
| 1,077,125 935,583 |
|
| 85,200 110,700 170,796 74,596 |
|
| 1,333,121 1,120,879 |
The book value of the above interests at 30 June 2016 was $843,646,000 (2015: $715,014,000). The written-down book value of plant and equipment which is deemed integral to land and buildings, has been determined to total approximately $127,622,000 as at 30 June 2016 (2015: $113,475,000).
The above valuations do not take into account the potential impact of capital gains tax.
52 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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3.3 – PROPERTY, PLANT AND EQUIPMENT (continued)
Impairment considerations at 30 June 2016
The trading performance of certain hotel properties caused the Group to assess their recoverable amount. Hotel properties are treated as separate cash-generating units and their recoverable values were estimated based on their value in use. In determining the estimated value in use, discount rates in the range of pre-tax 9.06% to 13.00% (2015: 10.36% to 11.46%) per annum were used. Cash flows were projected based on operating forecasts, with longer term cash flows, after the initial forecast periods, extrapolated using an average expected growth rate of 1.5% (2015: 1.5% to 2.5%) per annum. As a result of these assessments, impairment losses totalling $13,415,000 (2015: $10,800,000) were recognised in respect of hotel properties.
For hotels that had been subject to impairments in previous years, the trading performance and recoverable amount were also reviewed during the year. For certain hotels the trading performance, since an initial impairment was booked, has improved to the extent that the recoverable amount was above the book value of the impaired hotel assets. As a result, the impairment charges booked in previous years were reversed to the extent available. Impairment reversals totalling $1,712,000 (2015: $11,400,000) were recognised in respect of hotel properties. The recoverable amount was based on the most recent independent valuation as outlined above.
Given the long-life nature of these assets, the estimates of their recoverable value in use are particularly sensitive to changes in certain key assumptions. Although all assumptions used are considered to be appropriate at this time, an increase of one percentage point in the discount rate, for the hotel properties assessed would increase the impairment loss by $1,803,000. A 10% decrease in the forecast earnings would increase the impairment loss by $951,000.
The trading performance of certain cinema sites caused the Group to assess their recoverable amount. No impairment losses were recorded as a result of this assessment (2015: $nil).
In the prior year, an impairment review was also undertaken for corporate assets and impairment losses totalling $1,100,000 were recognised in the prior year income statement in relation to plant and equipment at the Company’s former registered office.
Security
The following assets, whose carrying values are listed below, are subject to mortgage security to secure the Group’s bank loan facilities (refer to Note 4.4):
| facilities (refer to Note 4.4): | |
|---|---|
| Freehold land and buildings Freehold land and buildings classified as investment properties |
2016 $’000 2015 $’000 |
| 239,603 234,397 17,250 18,650 |
|
| 256,853 253,047 |
| Capital commitments Capital expenditure commitments contracted but not provided for and payable |
2016 $’000 2015 $’000 |
|---|---|
| 26,537 40,374 |
53 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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3.4 – INVESTMENT PROPERTIES
Accounting policy
Investment properties comprise land and buildings which are held for long term rental yields or for capital appreciation, or both, and are not occupied by the Group in the ordinary course of business or for administration purposes. Initially, investment properties are measured at cost including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value with any change therein recognised in profit or loss. Property that is being constructed or redeveloped for future use as an investment property is also measured at fair value (unless a fair value cannot be reliably determined).
When the use of a property changes from owner occupied to investment property, the property is reclassified as an investment property. Any difference at the date of transfer between the carrying amount of the property immediately prior to transfer and its fair value is recognised directly to the investment property revaluation reserve if it is an increase and to profit or loss if it is a decrease. A gain may be recognised to profit on remeasurement only to the extent it reverses a previous impairment loss on the property. Subsequent transfers from investment property to property, plant and equipment or inventory occur when there is a change in use of the property, usually evidenced by commencement of redevelopment for own use.
Investment properties are derecognised when they have either been disposed of or when the investment property is permanently withdrawn from use and no future benefit is expected from its disposal. Any gains or losses on derecognition of an investment property are recognised in profit or loss in the period of derecognition.
Fair value of investment properties
Investment properties are independently revalued to fair value each reporting period, with any gain or loss arising on remeasurement being recognised in profit or loss. The fair value of investment property has been categorised as a Level 3 fair value based on the inputs to the valuation technique used. In assessing the fair value of investment properties, a number of assumptions are made at the end of each reporting period regarding future cash flows, future property market economic conditions and other factors including cash flow discount rates, rental capitalisation rates, and recent market transactions for similar properties.
The carrying amount of investment properties is the fair value of the properties as determined by an independent registered qualified valuer. The significant unobservable inputs used by the valuer in determining the fair value of the investment properties held by the Group at 30 June 2016 included capitalisation rates on reversionary rental yields in the range of 6.875% to 8.500% (2015: 7.00% to 9.00%).
Investment properties comprise a number of commercial properties that are leased to third parties and which are held to derive rental income or capital appreciation or both. Each of the leases for investment properties contains an initial non-cancellable period of between five and 15 years. Subsequent renewals are negotiated with the lessee. No contingent rents are charged for these investment properties.
During the financial year ended 30 June 2016, $6,331,000 (2015: $6,343,000) was recognised as rental income for investment properties in the Income Statement with $1,353,000 (2015: $1,669,000) incurred in respect of direct costs, including $156,000 (2015: $247,000) for repairs and maintenance.
| (2015: $247,000) for repairs and maintenance. | |
|---|---|
| Freehold land and buildings At fair value (Level 3 fair values) Summary of movements: Balance at the beginning of the year Additions Net transfer to property, plant and equipment Fair value increments recognised in other income Balance at the end of the year |
2016 $’000 2015 $’000 68,500 71,050 |
| 71,050 72,300 20 31 (3,150) (2,600) 580 1,319 |
|
| 68,500 71,050 |
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3.5 – GOODWILL AND OTHER INTANGIBLE ASSETS
Accounting policy
Goodwill
Goodwill arises from business combinations as described in Note 5.1 and represents the future economic benefits that arise from assets that are not capable of being individually identified and separately recognised.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised, but instead is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
Goodwill is allocated to cash-generating units, and impairment is determined by assessing the recoverable amount of the cashgenerating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised. An impairment loss recognised in respect of goodwill cannot be reversed.
The carrying amount of goodwill in respect of associates and joint ventures is included in the carrying amount of the investment in the associate or joint venture.
Construction rights
Construction rights relate to the Group’s ability to develop accommodation in the Thredbo Alpine Resort. Construction rights are recognised at cost and are derecognised as the rights are either sold or developed. The carrying value of construction rights is reviewed annually. Any amounts no longer considered recoverable are written off, with the impairment loss recorded in profit or loss.
Other intangible assets
Other intangible assets, which largely comprise management and leasehold rights and software, are stated at cost less accumulated amortisation and impairment losses. Management and leasehold rights are amortised over the life of the agreements, which range from 10 to 20 years, on a straight-line basis. Software for major operating systems is amortised over a four to five year period on a straight-line basis.
Impairment
The carrying amounts of the Group’s non-financial assets, other than investment properties (see Note 3.4), are reviewed at each reporting date to determine whether there is any indication of impairment. Where an indicator of impairment exists, the Group makes a formal estimate of the asset’s recoverable amount. For goodwill, the recoverable amount is estimated each year at the same time.
The recoverable amount of assets or cash-generating units is the greater of their fair value less costs to sell, and their 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 or cash-generating unit. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs.
Where the carrying amount of an asset or its related cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying value of any goodwill allocated to the cash-generating unit, and then to reduce the carrying amounts of the other assets in the cash-generating unit on a pro-rata basis.
Impairment losses are recognised in profit or loss unless the asset or its cash-generating unit has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of the previous revaluation, with any excess recognised in profit or loss.
An impairment loss in respect of goodwill cannot be reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
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3.5 – GOODWILL AND OTHER INTANGIBLE ASSETS (continued)
Reconciliations
Summaries of the carrying amount movements of each class of intangible assets between the beginning and end of the year are set out below:
| 2016 Gross balance at the beginning of the year Accumulated amortisation and impairment losses at the beginning of the year Net balance at the beginning of the year Acquisitions and initial contributions Transfers Amortisation Disposals Net foreign currency differences on translation of foreign operations Net balance at the end of the year 2015 Gross balance at the beginning of the year Accumulated amortisation and impairment losses at the beginning of the year Net balance at the beginning of the year Acquisitions and initial contributions Transfer from PPE Amortisation Disposals Net foreign currency differences on translation of foreign operations Net balance at the end of the year |
Goodwill $’000 Construction rights $’000 Liquor licences $’000 Management and leasehold rights $’000 Software $’000 Total $’000 |
|---|---|
| 50,935 1,388 196 43,146 14,915 110,580 |
|
| – – – (12,950) (8,075) (21,025) |
|
| 50,935 1,388 196 30,196 6,840 89,555 |
|
| 9,857 – – 10,291 1,177 21,325 |
|
| – – – 600 169 769 |
|
| – – – (4,027) (2,709) (6,736) |
|
| – – – – (12) (12) |
|
| 1,287 – – 241 166 1,694 |
|
| 62,079 1,388 196 37,301 5,631 106,595 |
|
| 50,807 1,388 189 41,466 29,663 123,513 – – – (9,951) (21,777) (31,728) |
|
| 50,807 1,388 189 31,515 7,886 91,785 651 – 7 1,868 1,435 3,961 – – – – 206 206 – – – (3,047) (2,706) (5,753) – – – (60) – (60) (523) – – (80) 19 (584) |
|
| 50,935 1,388 196 30,196 6,840 89,555 |
Impairment losses recognised
No impairment losses in relation to goodwill have been recognised in the year ended 30 June 2016 (2015: $nil).
| Impairment tests for cash-generating units containing goodwill The following units have carrying amounts of goodwill: Entertainment – Australia Entertainment – New Zealand and Fiji Entertainment – Germany Hotels – New Zealand Multiple units without significant goodwill |
2016 $’000 2015 $’000 |
|---|---|
| 33,260 33,260 11,778 10,938 3,836 3,743 10,211 – 2,994 2,994 |
|
| 62,079 50,935 |
The recoverable value of goodwill relating to the exhibition business in Australia and New Zealand, and goodwill relating to the Group’s share of a cinema joint venture in Germany, has been determined by value in use calculations. This calculation uses cash flow projections based on operating forecasts and projected five year results, with cash flows beyond the five year period being projected using a per annum growth rate of 2.5%, which is considered appropriate given economic indicators and the expected long term increase in revenue and operating costs in these markets. Pre-tax discount rates of 7.7% to 12.0% (2015: 10.0% to 12.0%) per annum have been used in discounting the projected cash flows. In management’s assessment, there are no reasonable possible changes in assumptions that would give rise to an impairment.
56 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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3.6 – TRADE AND OTHER PAYABLES
Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost. Trade accounts payable are normally non-interest bearing and settled within 30 days. Payables are stated with the amount of GST or equivalent tax included.
The carrying value of trade and other payables is considered to approximate fair value.
| The carrying value of trade and other payables is considered to approximate fair value. | |
|---|---|
| Trade payables Other payables and accruals |
2016 $’000 2015 $’000 |
| 21,582 23,492 79,025 73,840 |
|
| 100,607 97,332 |
3.7 – PROVISIONS
Accounting policy
Employee benefits
Provision is made for employee benefits including annual leave and long service leave for employees. The provision is calculated as the present value of the Group’s net obligation to pay such benefits resulting from the employees’ services provided up to the reporting date. The provisions due or available to be settled within 12 months have been calculated at undiscounted amounts based on the remuneration rates the employer expects to pay after the reporting date and includes related on-costs.
The liability for employees’ benefits to long service leave represents the present value of the estimated future cash outflows to be made by the employer resulting from employees’ services provided up to the reporting date.
Liabilities for employee benefits which are not due to be settled within 12 months are discounted using the rates attaching to national government securities at reporting date, which most closely match the terms of maturity of the related liabilities.
In determining the liability for employee benefits, consideration has been given to future increases in wage and salary rates, and the Group’s experience with staff departures. Related on-costs have also been included in the liability.
Insurance loss contingencies and other claims
The insurance loss contingencies and other claims provision relates to estimated costs to be incurred in respect of various claims that are expected to be settled within 12 months of the balance date.
Decommissioning of leasehold improvements
A provision for the estimated cost of decommissioning leasehold improvements is made where a legal or constructive obligation exists.
In determining the provision for decommissioning costs, an assessment is made for each location of the likelihood and amount of the decommissioning costs to be incurred in the future. The estimated future liability is discounted to a present value, with the discount amount unwinding over the life of the leasehold asset as a finance cost in profit or loss. The estimated decommissioning cost recognised as a provision is included as part of the cost of the leasehold improvements at the time of installation or during the term of the lease, as the liability for decommissioning is reassessed. This amount capitalised is then depreciated over the life of the asset.
The decommissioning of leasehold improvements provision has been raised in respect of “make-good” obligations under long term lease contracts for various cinema sites. In determining the provision, an assessment has been made, for each location, of the likelihood that a decommissioning cost will be incurred in the future and, where applicable, the level of costs to be incurred. Uncertainty exists in estimating the level of costs to be incurred in the future because of the long term nature of cinema leases. The basis of accounting is set out in Note 3.3.
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3.7 – PROVISIONS (continued)
Other
Other provisions are recognised in the Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. 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.
| Current Employee benefits Insurance loss contingencies and other claims Decommissioning of leasehold improvements Non-current Employee benefits Decommissioning of leasehold improvements Movements in provisions Movements in the carrying amounts of each class of provisions, except for employee benefits, are set out below: Insurance loss contingencies and other claims Carrying amount at the beginning of the year Payments Provided Reversed Net foreign currency differences on translation of foreign operations Carrying amount at the end of the year Decommissioning of leasehold improvements Carrying amount at the beginning of the year Provided Payments Reversed Notional interest Net foreign currency differences on translation of foreign operations Carrying amount at the end of the year |
2016 $’000 2015 $’000 |
|---|---|
| 19,886 18,423 75 218 – 200 |
|
| 19,961 18,841 |
|
| 2,093 2,013 11,377 8,518 |
|
| 13,470 10,531 |
|
| 218 269 (59) (12) 59 14 (145) (50) 2 (3) |
|
| 75 218 |
|
| 8,718 8,582 2,490 200 (148) – (52) (103) 210 60 159 (21) |
|
| 11,377 8,718 |
3.8 – OTHER LIABILITIES
Other liabilities include contract deposits received in advance and deferred lease incentive balances arising from operating leases. Refer to Note 7.1 for further details regarding operating lease arrangements.
58 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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S E C T I O N 4 – C A P I T A L S T R U C T U R E A N D F I N A N C I N G
This section outlines the Group’s capital structure, including how much is raised from shareholders (equity) and how much is borrowed from financial institutions (debt).
On the following pages, there are sections on the Group’s share capital, dividends, reserves, loans and borrowings, and financial risk management.
4.1 – SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. The Company does not have authorised capital or par value in respect of its issued shares.
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands, every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
| Share capital Fully paid ordinary shares Movements in share capital Balance at the beginning of the year Performance shares exercised and withdrawn from the trust Balance at the end of the year Share capital consists of: Ordinary shares Tax Exempt Share Plan shares Employee Share Plan shares Treasury shares Performance shares |
2016 Shares 2015 Shares |
2016 $’000 2015 $’000 |
|---|---|---|
| 158,732,489 158,106,883 |
219,126 219,126 |
|
| 158,106,883 157,985,750 625,606 121,133 |
219,126 219,126 – – |
|
| 158,732,489 158,106,883 |
219,126 219,126 |
|
| 158,584,722 157,941,764 34,647 49,499 113,120 115,620 |
||
| 158,732,489 158,106,883 1,827,434 2,453,040 |
||
| 160,559,923 160,559,923 |
Share buy-back
There is no current on-market buy-back.
Dividend Reinvestment Plan
The Dividend Reinvestment Plan was suspended in August 2010.
Treasury shares
Treasury shares consist of shares held in trust in relation to the Group’s Executive Performance Share Plan. As at 30 June 2016, a total of 1,827,434 (2015: 2,453,040) shares were held in trust and classified as treasury shares. Information relating to the Group’s share-based payment arrangements is set out in Note 6.1.
Options
Other than the performance rights disclosed in Note 6.1, there were no share options on issue as at 30 June 2016 (2015: nil).
Capital management
The Group manages its capital with the objective of maintaining a strong capital base so as to maintain investor, creditor and market confidence and to have the capacity to take advantage of opportunities that will enhance the existing businesses and enable future growth and expansion. The Board monitors the return on capital, which the Group defines as operating profit after income tax divided by shareholders’ equity and long term debt. The Board also monitors the Group’s gearing ratio, being net debt divided by shareholders’ equity.
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4.1 – SHARE CAPITAL (continued)
It is recognised that the Group operates in business segments in which operating results may be subject to volatility and the Board continuously reviews the capital structure to ensure sufficient:
-
surplus funding capacity is available;
-
funds are available for capital expenditure and to implement longer term business development strategies; and
-
funds are available to maintain appropriate dividend levels.
There were no changes in the Group’s approach to capital management during the year. No Group entity is subject to externally imposed capital requirements.
4.2 – DIVIDENDS
Dividends on ordinary shares paid during the year were:
| Per share Cents Dividends on ordinary shares paid during the year are: 2016 Final 2015 dividend 29 Special dividend 8 Interim 2016 dividend 20 2015 Final 2014 dividend 27 Interim 2015 dividend 16 |
Per share Cents Dividends on ordinary shares paid during the year are: 2016 Final 2015 dividend 29 Special dividend 8 Interim 2016 dividend 20 2015 Final 2014 dividend 27 Interim 2015 dividend 16 |
Total amount $’000 Date ofpayment Tax rate for franking credit Percentage franked |
|---|---|---|
| 29 | 46,562 17 September 2015 30% 100% |
|
| 8 | 12,845 17 September 2015 30% 100% |
|
| 20 | 32,112 17 March 2016 30% 100% |
|
| 91,519 | ||
| 27 16 |
43,351 18 September 2014 30% 100% 25,690 19 March 2015 30% 100% 69,041 |
Subsequent events
Since the end of the financial year, the directors declared the following dividends:
Final 2016 dividend 31 49,774 22 September 2016 30% 100%
The financial effect of the final dividend in respect of the year has not been brought to account in the financial statements for the year ended 30 June 2016 and will be recognised in subsequent financial statements.
| Franking credit balance The amount of franking credits available for future reporting periods |
2016 $’000 2015 $’000 |
|---|---|
| 138,821 134,365 |
The impact on the franking account of dividends proposed or declared before the financial report was authorised for issue but not recognised as a distribution to equity holders during the period is to reduce the balance by $21,332,000 (2015: $25,460,000). The ability to utilise franking credits is dependent upon the Company being in a sufficient positive net asset position and also having adequate available cash flow liquidity.
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4.3 – RESERVES
Available-for-sale financial assets revaluation reserve
This reserve includes the cumulative net change in the fair value of available-for-sale financial assets. Amounts are recognised in the Income Statement when the associated assets are sold or impaired.
Investment property revaluation reserve
This reserve relates to property that has been reclassified as an investment property and represents the cumulative increase in the fair value of the property at the date of reclassification.
Hedging reserve
This reserve comprises 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.
Share-based payments reserve
This reserve includes the cumulative fair value of the executive performance shares and performance rights which have been recognised as an employee expense in the Income Statement. See Note 6.1 for further details regarding share-based payment arrangements.
Foreign currency translation reserve
This reserve records the foreign currency differences arising from the translation of foreign operations, the translation of transactions that hedge the Group’s net investment in a foreign operation or the translation of foreign currency monetary items forming part of the net investment in a foreign operation and the Group’s share of associates’ increment or decrement in their foreign currency translation reserve.
| Movements in reserves during the year At 1 July 2015 Movement in fair value of available-for-sale financial assets – net of tax Movement in fair value of cash flow hedging instruments – net of tax Amount recognised in the Income Statement as an employee expense Currency translation adjustment on controlled entities’ financial statements Other adjustments At 30 June 2016 |
Available-for- sale financial assets revaluation $’000 Investment property revaluation $’000 Hedging $’000 Share-based payments $’000 Foreign currency translation $’000 Total $’000 |
|---|---|
| 14,025 5,121 10 16,788 (734) 35,210 |
|
| 66 – – – – 66 |
|
| – – – – – – |
|
| – – – 4,893 – 4,893 |
|
| – – – – 6,054 6,054 |
|
| – – – 98 – 98 |
|
| 14,091 5,121 10 21,779 5,320 46,321 |
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4.4 – LOANS, BORROWINGS AND FINANCING ARRANGEMENTS
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. 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.
Borrowings
Interest bearing and non-interest bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in profit or loss over the period of the borrowings using the effective interest method. The carrying value of loans and borrowings is considered to approximate fair value.
Finance costs
Finance costs include interest, unwinding of discounts or premiums relating to borrowings, amortisation of ancillary costs incurred in connection with arrangement of borrowings and lease finance charges. Ancillary costs incurred in connection with the arrangement of borrowings are capitalised and amortised over the life of the borrowings. Finance costs are expensed as incurred unless they relate to qualifying assets. Qualifying assets are assets which take more than 12 months to get ready for their intended use or sale. Where funds are borrowed specifically for the acquisition, construction or production of a qualifying asset, the amount of borrowing costs capitalised is that incurred in relation to that borrowing, net of any interest earned on those borrowings. Borrowing costs that are not directly attributable to the acquisition, construction or production of qualifying assets are recognised in profit or loss using the effective interest method.
Bank debt – secured
The Group’s secured bank debt facilities comprise the following:
-
$350,000,000 revolving multi-currency loan facility;
-
$30,000,000 credit support facility (for the issue of letters of credit and bank guarantees); and
-
$50,000 overdraft limit to support its transactional banking facilities.
The above facilities mature on 12 September 2017 and are supported by interlocking guarantees from most Group entities and are secured by specific property mortgages. Debt drawn under these facilities bears interest at the relevant inter-bank benchmark reference rate plus a margin of between 1.1% and 2% per annum. At 30 June 2016, the Group had drawn $198,364,000 (2015: $113,126,000) under the debt facilities, of which $nil (2015: $nil) was subject to interest rate swaps used for hedging, and had drawn $2,748,000 under the credit support facility (2015: $7,305,000).
Other loans – secured
Certain wholly owned German subsidiaries have arranged secured debt facilities comprising the following:
-
€5,000,000 (A$7,464,000) revolving three year loan facility;
-
€17,000,000 (A$25,377,000) five year guarantee facility (for the issue of letters of credit and bank guarantees); and
-
€1,000,000 (A$1,493,000) US dollar loan facility.
The three year loan and five year guarantee facilities are supported by interlocking guarantees from certain (non-Australian based) Group entities and are secured against a specific property in Germany. Debt drawn under these facilities bears interest at the relevant inter-bank benchmark rate plus a margin of between 0.75% and 2.75% per annum. The US dollar loan facility is secured against a specific cash balance of €500,000 (A$746,000). At 30 June 2016, the Group had drawn €nil (A$nil) (2015: €nil (A$nil)) under the revolving three year loan facility, €13,740,000 (A$20,510,000) (2015: €12,684,000 (A$18,473,000)) under the five year guarantee facility and €520,000 (A$776,000) (2015: €nil (A$nil)) under the US dollar loan facility.
In addition, a Group entity based in Fiji and its joint operation partner have secured debt bank facilities, including a FJ$6,000,000 (A$3,897,000) five year advance facility. At 30 June 2016, the Group’s share of debt drawn under this facility was FJ$3,502,000 (A$2,276,000) (2015: FJ$3,745,000 (A$2,322,000)). These facilities are secured against a specific property in Fiji.
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4.4 – LOANS, BORROWINGS AND FINANCING ARRANGEMENTS (continued)
| Loans and borrowings Current Non-interest bearing loans Bank loans Loans from other companies – unsecured Non-current Interest bearing loans and borrowings Bank loans – secured Deferred financing costs Non-interest bearing loans Loans from other companies – unsecured |
2016 $’000 2015 $’000 |
|---|---|
| 776 – 1,249 990 |
|
| 2,025 990 |
|
| 200,640 115,448 (570) (943) |
|
| 200,070 114,505 2,540 3,580 |
|
| 202,610 118,085 |
4.5 – FINANCIAL RISK MANAGEMENT
Derivative financial instruments
From time to time, the Group uses derivative financial instruments to hedge its exposure to interest rate and foreign exchange risks arising from operating activities, investing activities and financing activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes.
Derivative financial instruments are recognised at fair value within prepayments and other current assets. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss.
However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged.
The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to terminate the swap at the reporting date, taking into account current interest rates and the creditworthiness of the swap counterparties. The fair value of forward exchange contracts is their quoted market price at the reporting date, being the present value of the quoted forward price.
Available-for-sale financial assets
All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment.
After initial recognition, investments, which are classified as available-for-sale, are measured at fair value. Available-for-sale financial assets comprise marketable equity securities.
For investments that are actively traded in organised financial markets, fair value is determined by reference to securities exchange quoted market bid prices at the close of business at reporting date.
Gains or losses on available-for-sale financial assets are recognised as a separate component of equity in the available-for-sale financial assets revaluation reserve until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in profit or loss.
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4.5 – FINANCIAL RISK MANAGEMENT (continued)
An impairment loss recognised in profit or loss in respect of an available-for-sale investment is reversed through profit or loss to the extent that the investment’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognised.
| the extent that the investment’s carrying amount does not exceed the carrying amount that impairment loss had been recognised. |
would have been determined if no |
|---|---|
| Available-for-sale financial assets Investment in a listed company |
2016 $’000 2015 $’000 |
| 20,067 19,972 |
The Group’s investment is in a company listed on the ASX. No reasonably possible change in the share price of this company would have a material effect on the available-for-sale financial assets balance or the related revaluation reserve at the reporting date.
Financial risks
The Group’s exposure to financial risks, objectives, policies and processes for managing the risks including methods used to measure the risks, and the management of capital are presented below.
-
The Group’s activities expose it to the following financial risks:
-
credit risk;
-
liquidity risk; and
-
market risk, including interest rate and foreign exchange risks.
The Board has overall responsibility for the oversight of the risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly and modified as appropriate to reflect changes in market conditions and the Group’s activities.
The Audit and Risk Committee oversees how management has established and monitors internal compliance and control systems and to ensure the appropriate and effective management of the above risks. The Audit and Risk Committee is assisted in its oversight role by the Internal Audit function. The Internal Audit function undertakes reviews of risk management controls and procedures in accordance with an annual plan approved by the Audit and Risk Committee. The results of these Internal Audit reviews are reported to the Audit and Risk Committee.
Credit risk
Credit risk arises from trade and other receivables outstanding, cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions. It is the risk of financial loss to the Group if a customer or counterparty to the financial instrument fails to meet its contractual obligations, and arises principally from the Group’s trade receivables. Information regarding the Group’s trade receivable balances is disclosed in Note 3.1. The Group’s exposure to credit risk is not considered material.
The Group’s maximum exposure to credit risk at the reporting date was considered to approximate the carrying value of receivables at the reporting date.
Investments and derivatives
Investments of surplus cash and deposits and derivative financial instruments are with banks with high credit ratings. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.
At 30 June 2016, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the Statement of Financial Position.
Guarantees
All guarantees are in respect of obligations of subsidiaries, associates, joint ventures or joint operations in which the Group has an interest, and principally relate to operating lease arrangements. The Group’s operating lease commitments are disclosed in Note 7.1, and details of guarantees given by the parent entity are provided in Note 7.5.
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4.5 – FINANCIAL RISK MANAGEMENT (continued)
Security deposits
Security deposits relate to the Group’s operating lease arrangements. Certain lease agreements require an amount to be placed on deposit, which should then be returned to the Group at the conclusion of the lease term.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows. The Group’s treasury function aims to maintain flexibility in funding by maintaining committed credit lines with a number of counterparties.
The Group’s financial liabilities
The contractual maturities of the Group’s financial liabilities, including interest payments and excluding the impact of netting agreements, are as follows:
| 2016 Non-derivative financial liabilities Secured bank loans Unsecured non-interest bearing loans from other companies Trade payables Other payables and accruals Derivative financial assets Forward exchange contracts 2015 Non-derivative financial liabilities Secured bank loans Unsecured non-interest bearing loans from other companies Trade payables Other payables and accruals Derivative financial liabilities Forward exchange contracts |
Carrying amount $’000 Contractual cash flows $’000 6 months or less $’000 6 to 12 months $’000 1 to 2 year(s) $’000 2 to 5 years $’000 Over 5 years $’000 |
|---|---|
| 201,416 (209,234) (4,046) (3,194) (199,832) (2,162) − |
|
| 3,789 (3,789) (625) (624) (1,173) (1,202) (165) |
|
| 21,582 (21,582) (21,582) − − − − |
|
| 79,025 (79,025) (79,025) − − − − |
|
| (14) 14 14 − − − − |
|
| 305,798 (313,616) (105,264) (3,818) (201,005) (3,364) (165) |
|
| Carrying amount $’000 Contractual cash flows $’000 6 months or less $’000 6 to 12 months $’000 1 to 2 year(s) $’000 2 to 5 years $’000 Over 5 years $’000 115,448 (125,496) (2,242) (2,264) (4,602) (116,388) − 4,570 (4,570) (494) (494) (973) (1,893) (716) 23,492 (23,492) (23,492) − − − − 73,840 (73,840) (73,840) − − − − (14) 14 14 – – – – 217,336 (227,384) (100,054) (2,758) (5,575) (118,281) (716) |
For derivative financial assets and liabilities, maturities detailed in the table above approximate periods that cash flows and the impact on profit are expected to occur.
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4.5 – FINANCIAL RISK MANAGEMENT (continued)
Market risk
Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, whilst optimising the return.
The Group uses derivative financial instruments such as interest rate swaps and forward exchange contracts to hedge exposures to fluctuations in interest rates and foreign exchange rates. Derivatives are used exclusively for hedging purposes and are not traded or used as speculative instruments. This is carried out under Board approved treasury policies.
Hedge of net investment in foreign operations
The portion of the gain or loss on an instrument used to hedge a net investment in a foreign operation, that is determined to be an effective hedge, is recognised in other comprehensive income and presented in equity in the foreign currency translation reserve. The ineffective portion is recognised immediately in profit or loss.
Interest rate risk
The Group manages interest rate exposures on borrowings in accordance with a Board approved treasury policy that specifies parameters for hedging including hedging percentages and approved hedging instruments. The policy specifies upper and lower hedging limits set for specific timeframes out to five years. These limits may be varied with the approval of the Board.
At reporting date, the interest rate profile of the Group’s interest bearing financial instruments was:
| Fixed rate instruments Financial assets Financial liabilities Variable rate instruments Financial assets Financial liabilities |
2016 $’000 2015 $’000 |
|
|---|---|---|
| − − − − |
||
| − − |
||
| 138,913 127,310 (200,640) (115,448) |
||
| (61,727) 11,862 |
The Group manages interest rate risk in accordance with a Board approved treasury policy covering the types of instruments, range of protection and duration of instruments. The financial instruments cover interest rate swaps and forward rate agreements. Maturities of these instruments are up to a maximum of five years. Interest rate swaps and forward rate agreements allow the Group to raise long term borrowings at floating rates and swap a portion of those borrowings into fixed rates.
The approved range of interest rate cover is based on the projected debt levels for each currency and reduced for each future year. Due to the current low level of Group debt there were no interest rate hedges at 30 June 2016 (2015: no interest rate hedges).
The Group classifies interest rate swaps as cash flow hedges and recognises them at fair value in the Statement of Financial Position.
The Group accounts for fixed rate financial assets and liabilities at fair value. The Group had no fixed rate instruments for the year ended 30 June 2016 (2015: no fixed rate instruments) and accordingly no sensitivity analysis has been prepared in the current or prior year.
Foreign exchange risk
The Group is exposed to currency risk on purchases, borrowings and surplus funds that are denominated in a currency other than the respective functional currencies of Group entities, primarily the Australian dollar (“AUD”), but also the New Zealand dollar (“NZD”), Euro (“EUR”) and Great British pound (“GBP”). Transactions undertaken by Group entities are primarily denominated in AUD, NZD, EUR and the US dollar (“USD”).
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4.5 – FINANCIAL RISK MANAGEMENT (continued)
The Group manages foreign currency exposures in accordance with a Board approved treasury policy that specifies parameters for hedging, including hedging percentages and approved hedging instruments. At any point in time, the Group hedges up to 60% of “highly probable” foreign currency exposures and 100% of confirmed foreign currency exposures. Typically, foreign currency exposures are hedged with the utilisation of forward exchange contracts.
The Group’s exposure to foreign currency risk in AUD equivalents at the reporting date was as follows, based on notional amounts:
| Cash and cash equivalents Trade receivables Secured bank loans Trade payables Gross balance sheet exposure Forward exchange contracts Net exposure |
2016 2015 NZD $’000 EUR $’000 GBP $’000 USD $’000 NZD $’000 EUR $’000 GBP $’000 USD $’000 |
|---|---|
| 399 1,848 223 1,701 20 3,673 60 705 225 – – – 314 – – – (74,364) – – – (53,126) – – – (451) – – – (862) – – – |
|
| (74,191) 1,848 223 1,701 (53,654) 3,673 60 705 |
|
| – – – 14 – – – 14 |
|
| – – – 14 – – – 14 |
|
| (74,191) 1,848 223 1,715 (53,654) 3,673 60 719 |
Sensitivity analysis
No reasonably possible change in prevailing foreign exchange rates would have a significant impact on the Income Statement or hedging reserve in the current or prior year.
Hedging of net investment in foreign subsidiaries
The Group’s NZD denominated bank loan is designated as a hedge of the foreign currency exposure to the Group’s net investment in its subsidiaries in New Zealand. The carrying amount of the loan at 30 June 2016 was $74,364,000 (2015: $53,126,000). A foreign exchange loss of $5,007,000 (2015: gain of $2,631,000) was recognised in equity on translation of the loan to AUD.
Financial instruments fair value determination method grading
Valuation methods for financial instruments carried at fair value are defined as follows:
-
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Available-for-sale financial assets are classified as Level 1 financial instruments. Derivative financial instruments are classified as Level 2 financial instruments.
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S E C T I O N 5 – G R O U P C O M P O S I T I O N
This section explains the composition of the Group.
On the following pages, there are sections on businesses acquired during the year, a list of subsidiaries, investments in associates and joint ventures, and disclosures regarding interests in other entities including cinema partnership interests.
5.1 – BUSINESS COMBINATIONS
Accounting policy
Business combinations are accounted for using the acquisition method as at the date when control is transferred to the Group. Under the acquisition method, consideration transferred in a business combination is generally measured at fair value, as are the identifiable net assets acquired. Consideration transferred includes the fair value of any contingent consideration, and share-based payment awards of the acquiree that are required to be replaced in the business combination.
The Group measures goodwill arising from the business combination at the acquisition date as the fair value of the consideration transferred, including the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Any goodwill that arises is tested annually for impairment; see Note 3.5. If the consideration transferred is lower than the fair value of the net identifiable assets of the subsidiary acquired, the difference is recognised in profit or loss.
A contingent liability of the acquiree is assumed in a business combination only if the liability represents a present obligation and arises from past events, and its fair value can be measured.
The Group measures any non-controlling interest at its proportionate interest of the fair value of identifiable net assets of the acquiree.
Transaction costs incurred by the Group in connection with a business combination, such as due diligence fees, legal fees and other professional costs, are expensed as incurred.
Business combinations in the year ended 30 June 2016
The Group acquired the following businesses during the year:
Museum Art Hotel, Wellington, New Zealand
On 3 August 2015, the Group acquired the Museum Art Hotel, Wellington, New Zealand. The total consideration paid for the acquisition was $26,549,000 (NZ$28,846,000).
The Group has provisionally recognised the fair value of the following identifiable assets and liabilities relating to the acquisition as follows:
| Property, plant and equipment Other assets and liabilities Deferred tax liabilities Total net value of identifiable assets |
Fair value at acquisition date $’000 |
|---|---|
| 20,755 318 (4,381) |
|
| 16,692 |
| Goodwill | |
|---|---|
| Goodwill was recognised as a result of the acquisition as follows: | |
| $’000 | |
| Total cash consideration paid, net of cash acquired | 26,549 |
| Less: net value of other identifiable assets and liabilities | (16,692) |
| Goodwill | 9,857 |
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5.1 – BUSINESS COMBINATIONS (continued)
The goodwill is attributable mainly to the trading reputation and other intangible assets which are not separately identifiable. Goodwill recognised is not expected to be deductible for income tax purposes.
The Group incurred direct costs relating to this acquisition of $96,000 which have been expensed in the Group’s income statement for the year.
The income statement includes revenue and net profit for the year ended 30 June 2016 of $13,568,000 and $3,187,000 respectively as a result of this acquisition. Had the acquisition occurred at the beginning of the year, it is estimated that the income statement would have included additional revenue and net profit of approximately $1,363,000 and $276,000 respectively.
Business combinations in the year ended 30 June 2015
The Group acquired the following business during the prior year:
Bay City Cinemas
Effective 4 December 2014, Event Cinemas Limited a wholly owned subsidiary in New Zealand acquired two cinemas in the Bay of Plenty region. The consideration paid was $8,007,000 (NZ$8,400,000).
The Group recognised the fair value of the following identifiable assets and liabilities relating to this acquisition as follows:
| Plant and equipment Other assets Employee benefits Deferred revenue Sub-total Goodwill, leasehold and management rights Total net value of identifiable assets |
Fair value at acquisition date $’000 |
|---|---|
| 5,296 118 (29) (64) |
|
| 5,321 2,686 |
|
| 8,007 |
Goodwill, leasehold and management rights
Goodwill, leasehold and management rights were recognised as a result of the acquisition as follows:
| Total cash consideration paid Less: net value of other identifiable assets and liabilities Goodwill, leasehold and management rights |
$’000 |
|---|---|
| 8,007 (5,321) |
|
| 2,686 |
Leasehold and management rights will be amortised over the remaining term of the lease for the site. Amortisation of the leasehold and management rights is not expected to be deductible for tax purposes.
The Group incurred direct costs relating to this acquisition of $87,000 which were expensed in the Group’s Income Statement for the prior year.
The prior year Income Statement included revenue and net profit for the year ended 30 June 2015 of $3,399,000 and $891,000 respectively as a result of this acquisition. Had the acquisition occurred at the beginning of the prior year, it is estimated that the prior year Income Statement would have included additional revenue and net profit of approximately $1,813,000 and $325,000 respectively.
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5.2 – SUBSIDIARIES
Accounting policy
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 has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Intra-Group balances and transactions, and any unrealised gains and losses or income and expenses arising from intra-Group transactions, are eliminated in preparing the consolidated financial report.
| Subsidiaries Note AHL Hotels (NZ) Limited (a)(c) Albury Hotel Property Unit Trust Amalgamated Cinema Holdings Limited (c) Amalgamated Holdings Superannuation Fund Pty Limited Ancona Investments Pty Limited Atura Hotels and Resorts Pty Limited Bay City Cinemas Limited (c) Birch, Carroll & Coyle Limited BLN Hotels Property Unit Trust Bryson Centre Unit Trust Bryson Hotel Property Unit Trust Bryson Hotel Pty Limited Canberra Theatres Limited CMS Cinema Management Services GmbH & Co. KG (a)(e) CMS Cinema Verwaltungs GmbH (a)(e) Edge Digital Cinema Pty Limited Edge Digital Technology Pty Limited Edge Investments BV (a)(d) Elsternwick Properties Pty Limited Event Cinemas (Australia) Pty Limited Event Cinemas (Fiji) Limited (f) Event Cinemas Limited (c) Event Cinemas Nominees Limited (c) Event Cinemas (NZ) Limited (c) Event Cinemas Queen Street Nominees Limited (c) Event Cinema Entertainment Pty Limited Event Hotels and Resorts Pty Limited EVT Administration Pty Limited Filmpalast am ZKM Karlsruhe Beteiligungs GmbH (a)(e) Filmpalast Konstanz Beteiligungs GmbH (a)(e) First Cinema Management BV (a)(d) 2015 First Holding GmbH (a)(e) Flaggspelt Vermogensverwaltungsgesellschaft mbH (a)(e) Glenelg Theatres Pty Limited Greater Entertainment Pty Limited Greater Occasions Australia Pty Limited Greater Union Betriebsmittel GmbH (a)(e) Greater Union Filmpalast Cubix in Berlin GmbH (a)(e) |
Ownership interest 2016 % 2015 % |
|---|---|
| 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
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| S E C T I O N 5 – G R O U P C O M P O S I T I O N | |
|---|---|
| 5.2 – SUBSIDIARIES (continued) Note |
Ownership interest 2016 % 2015 % |
| Greater Union Filmpalast Dortmund GmbH & Co. KG (a)(e) Greater Union Filmpalast GmbH (a)(e) Greater Union Filmpalast in der Kulturbrauerei Berlin GmbH (a)(e) Greater Union Filmpalast in Hamburg GmbH (a)(e) Greater Union Filmpalast Rhein-Main GmbH (a)(e) Greater Union First Cinema BV and Co. KG (a)(e) Greater Union International BV (a)(d) Greater Union International GmbH (a)(e) Greater Union International Holdings Pty Limited Greater Union Limited (b) Greater Union Media & Event GmbH (a)(e) Greater Union Nominees Pty Limited Greater Union Real Estate 40 GmbH (a)(e) Greater Union Real Estate Mainz GmbH (a)(e) Greater Union Screen Entertainment Pty Limited Greater Union Theaters Beteiligungs GmbH (a)(e) Greater Union Theaters Dritte GmbH & Co. KG (a)(e) Greater Union Theaters Dritte Verwaltungs GmbH (a)(e) Greater Union Theaters GmbH (a)(e) Greater Union Theaters Management Mainz GmbH (a)(e) Greater Union Theaters Verwaltungs GmbH (a)(e) Greater Union Theaters Zweite GmbH & Co. KG (a)(e) Greater Union Theaters Zweite Verwaltungs GmbH (a)(e) Greattheatre Pty Limited GU Real Estate Mainz Management GmbH (a)(e) GUO Investments (WA) Pty Limited Gutace Holdings Pty Limited Haparanda Pty Limited Haymarket’s Tivoli Theatres Pty Limited Kidsports Australia Pty Limited Kosciuszko Thredbo Pty Limited KTPL Unit Trust Kvarken Pty Limited Lakeside Hotel Property Unit Trust Lakeside Hotel Pty Limited Lakeside International Hotel Unit Trust Mamasa Pty Limited Multiplex Cinemas Magdeburg GmbH (a)(e) Multiplex Cinemas Oberhausen GmbH (a)(e) Neue Filmpalast GmbH & Co. KG (a)(e) Neue Filmpalast Management GmbH (a)(e) NFP Erste GmbH & Co. KG (a)(e) NFP Erste Verwaltungs GmbH (a)(e) Noahs Hotels (NZ) Limited (a)(c) Noahs Limited Northside Gardens Hotel Property Unit Trust Northside Gardens Hotel Pty Limited Pantami Pty Limited 203 Port Hacking Road Pty Limited QT Gold Coast Pty Limited QT Hotels and Resorts Pty Limited QT Resort Port Douglas Pty Limited RH Hotels Pty Limited |
100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 − 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
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| S E C T I O N 5 – G R O U P C O M P O S I T I O N | |
|---|---|
| 5.2 – SUBSIDIARIES (continued) Note |
Ownership interest 2016 % 2015 % |
| RQ Motels Pty Limited Rydges Bankstown Pty Limited Rydges Cronulla Pty Limited Rydges Gladstone Hotel Property Unit Trust Rydges Hobart Hotel Property Unit Trust Rydges Hobart Hotel Pty Limited Rydges Hotels Limited Rydges Hotels Property Unit Trust Rydges HPT Pty Limited Rydges Property Holdings Pty Limited Rydges Rotorua Hotel Limited (a)(c) Rydges Townsville Hotel Property Unit Trust Sonata Hotels Pty Limited Southport Cinemas Pty Limited Sunshine Cinemas Pty Limited Tannahill Pty Limited The Geelong Theatre Company Limited The Greater Union Organisation Pty Limited Thredbo Resort Centre Pty Limited Tourism & Leisure Pty Limited Vierte Kinoabspielstatten GmbH & Co. KG (a)(e) Vierte Kinoabspielstatten Verwaltungs GmbH (a)(e) Western Australia Cinemas Pty Limited Zollverein Pty Limited Zweite Kinoabspielstatten GmbH & Co. KG (a)(e) Zweite Kinoabspielstatten Verwaltungs GmbH (a)(e) |
100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
(a) These companies are audited by other member firms of KPMG International.
(b) This company was incorporated in and carries on business in the United Kingdom.
(c) These companies were incorporated in and carry on business in New Zealand.
(d) These companies were incorporated in and carry on business in The Netherlands.
(e) These companies were incorporated in and carry on business in Germany.
(f) This company was incorporated and is domiciled in Fiji.
All companies, except those stated above, were incorporated in Australia. All trusts were established in Australia.
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5.3 – INTERESTS IN OTHER ENTITIES
Accounting policy
Interests in equity accounted investees
The Group’s interests in equity accounted investees comprise interests in associates and interests in joint ventures. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.
Interests in associates and joint ventures (see below) 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.
Unrealised gains arising from transactions with equity accounted investees are eliminated to the extent of the Group’s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
Joint arrangements
A joint arrangement is an arrangement of which two or more parties have joint control, in which the parties are bound by a contractual arrangement, and the contractual arrangement gives two or more of those parties joint control of the arrangement.
The Group classifies its interests in joint arrangements as either joint operations or joint ventures depending on the Group’s rights to the assets and obligations for the liabilities of the arrangements. When making this assessment, the Group considers the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances.
The Group’s interests in joint operations, which are arrangements in which the parties have rights to the assets and obligations for the liabilities, are accounted for on the basis of the Group’s interest in those assets and liabilities. The Group’s interests in joint ventures, which are arrangements in which the parties have rights to the net assets, are equity accounted.
| Investments in associates and joint ventures Associates Joint ventures |
2016 $’000 2015 $’000 |
|---|---|
| 150 149 11,819 10,905 |
|
| 11,969 11,054 |
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5.3 – INTERESTS IN OTHER ENTITIES (continued)
Joint ventures
Details of the Group’s investments in joint ventures, which are accounted for using the equity method, are as follows:
| Country of Name Principal activities incorporation |
Ownership interest 2016 2015 % % |
Investment carrying amount Contribution to operating profit/(loss) 2016 2015 2016 2015 $’000 $’000 $’000 $’000 |
|---|---|---|
| Browns Plains Cinemas Pty Limited Operator of a multiscreen cinema complex Australia Filmpalast am ZKM Karlsruhe GmbH & Co. KG Operator of a multiscreen cinema complex Germany Filmpalast Konstanz GmbH & Co. KG Operator of a multiscreen cinema complex Germany Loganholme Cinemas Pty Limited Operator of a multiscreen cinema complex Australia Red Carpet Cinema Communication GmbH & Co KG Event management Germany |
(a)50 – 50 50 50 50 50 50 50 50 |
881 – (73) – 1,571 1,647 1,193 1,703 873 935 1,015 995 8,205 7,879 325 360 289 444 (188) (156) |
| 11,819 10,905 2,272 2,902 |
(a) The Group acquired a 50% interest in Browns Plains Cinemas Pty Limited on 29 September 2015 (see note 5.4). Browns Plains Cinemas Pty Limited owns 33% of the Browns Plains Multiplex Joint Venture. The Group also has a direct 33% share in the Browns Plains Multiplex Joint Venture which is accounted for as a joint operation (see page 75). The Group’s total effective interest in the Browns Plains Multiplex Joint Venture is 50%.
Dividends received from joint ventures for the year ended 30 June 2016 amount to $2,415,000 (2015: $3,256,000). The balance date of each of the Group’s joint ventures is 30 June.
Associates
Details of the Group’s investments in associates, which are accounted for using the equity method, are as follows:
| Associates Details of the Group’s investments in associates, which are accounted for using the equity method, are as follows: |
|
|---|---|
| Ownership interest Name Principal activities Country of incorporation 2016 % 2015 % |
Investment carrying amount Contribution to operating profit 2016 $’000 2015 $’000 2016 $’000 2015 $’000 |
| Cinesound Movietone Productions Pty Limited Film owner and distributor Australia 50 50 Digital Cinema Integration Partners Pty Limited Administration Australia 48 48 Digital Cinema Integration Partners NZ Pty Limited Administration New Zealand (a)60 (a)60 DeinKinoticket GmbH Operator of DeinKinoticket website Germany 24 − Movietimes Australia and New Zealand Pty Limited Operator of Movietimes website Australia (a)53 (a)53 |
150 149 1 10 – – – – – – – – – − – − – – – – |
| 150 149 1 10 |
(a) Digital Cinema Integration Partners NZ Pty Limited and Movietimes Australia and New Zealand Pty Limited are not consolidated as the Group does not have control.
Dividends received from associates for the year ended 30 June 2016 amount to $nil (2015: $nil). The balance date of all current associates is 30 June.
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5.3 – INTERESTS IN OTHER ENTITIES (continued)
Joint operations
Details of the Group’s investments in joint operations, which are accounted for on a line-by-line basis, are as follows:
| Ownership interest | Ownership interest | |||
|---|---|---|---|---|
| 2016 | 2015 | |||
| Name | Principal activities | Country of operation | % | % |
| Australian Theatres Joint Venture | Operator of multiscreen cinema complexes | Australia | 50 | 50 |
| Browns Plains Multiplex Joint Venture | Operator of a multiscreen cinema complex | Australia | (a)33 | 33 |
| Castle Hill Multiplex Cinema Joint Venture | Operator of a multiscreen cinema complex | Australia | (b)50 | 33 |
| Casuarina Cinema Centre Joint Venture | Operator of a multiscreen cinema complex | Australia | 50 | 50 |
| Fiji Cinema Joint Venture | Operator of multiscreen cinema complexes | Fiji | (c)66.7 | (c)66.7 |
| Garden City Cinema Joint Venture | Operator of a multiscreen cinema complex | Australia | 33 | 33 |
| Geelong Cinema Joint Venture | Operator of a multiscreen cinema complex | Australia | 50 | 50 |
| Jam Factory Cinema Operations Joint Venture | Operator of a multiscreen cinema complex | Australia | 50 | 50 |
| Rialto Joint Venture | Operator of multiscreen cinema complexes | New Zealand | 50 | 50 |
| Toowoomba Cinema Centre Joint Venture | Operator of a multiscreen cinema complex | Australia | 50 | 50 |
(a) In addition to the 33% interest in the Browns Plains Multiplex Joint Venture held directly, the Group acquired a 50% interest in Browns Plains Cinemas Pty Limited on 29 September 2015 (see note 5.4), which is classified as a joint venture and equity accounted. Browns Plains Cinemas Pty Limited owns one-third of the Browns Plains Multiplex Joint Venture. The Group’s total effective interest in the Browns Plains Multiplex Joint Venture is 50%.
(b) The Group acquired an additional 17% interest in the Castle Hill Multiplex Cinema Joint Venture on 29 September 2015 (see note 5.4).
(c) The Fiji Cinema Joint Venture is not consolidated as the Group does not have control.
Operating lease commitments of joint operations
The Group’s share of future minimum operating lease rentals in respect of the above joint operations are not provided for and payable:
| Within one year Later than one year but not later than five years Later than five years |
2016 2015 $’000 $’000 |
|---|---|
| 31,019 29,837 92,464 99,169 87,582 90,082 |
|
| 211,065 219,088 |
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5.4 – ACQUISITION OF ADDITIONAL INTERESTS IN ARRANGEMENTS
Castle Hill cinema complex
Effective 29 September 2015, The Greater Union Organisation Pty Limited, a wholly owned subsidiary, acquired an additional 17% interest in the Castle Hill Multiplex Cinema Joint Venture, taking the ownership interest in this leasehold site to 50%. The consideration paid was $5,971,000.
The Group has provisionally recognised the fair value of the following identifiable assets and liabilities relating to these acquisitions as follows:
| Plant and equipment Cash and cash equivalents Other assets Payables Employee entitlements Deferred revenue Sub-total Leasehold and management rights Total net value of identifiable assets |
Fair value at acquisition date $’000 |
|---|---|
| 742 113 204 (85) (15) (27) |
|
| 932 5,039 |
|
| 5,971 |
Leasehold and Management Rights
Leasehold and management rights were recognised as a result of the acquisition as follows:
| Total cash consideration paid Less: net value of other identifiable assets and liabilities Leasehold and management rights |
$’000 |
|---|---|
| 5,971 (932) |
|
| 5,039 |
Leasehold and management rights will be amortised over the remaining term of the respective leases for each site. Amortisation of leasehold and management rights is not expected to be deductible for income tax purposes.
The Group incurred direct costs relating to this acquisition of $311,000 which have been expensed in the Group’s income statement for the year.
Browns Plains cinema complex
Birch, Carroll & Coyle Limited, a wholly owned subsidiary, acquired a 50% interest in Browns Plains Cinemas Pty Limited on 29 September 2015 for total consideration of $955,000. As disclosed in note 5.3, the investment in Browns Plains Cinemas Pty Limited has been classified as a joint venture and equity accounted.
Browns Plains Cinemas Pty Limited owns 33% of the Browns Plains Multiplex Joint Venture. The Group also has a direct 33% share in the Browns Plains Multiplex Joint Venture which is accounted for as a joint operation (see page 75). The Group’s total effective interest in the Browns Plains Multiplex Joint Venture is 50%.
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This section explains the remuneration of executives and other employees, and transactions with related parties including directors.
On the following pages, there are sections on share-based payments, director and executive disclosures and related party transactions.
6.1 – SHARE-BASED PAYMENTS
The Group’s share-based payment arrangements include the Executive Performance Share Plan and the Executive Performance Rights Plan. Grants were made under the Executive Performance Share Plan from 2007 to 2013 inclusive. The Group conducted a review of its long term incentive (“LTI”) arrangements in 2013 and resolved that the existing performance share-based LTI should be replaced with a performance rights-based LTI. Shareholders approved the Executive Performance Rights Plan at the 2013 Annual General Meeting. Grants have subsequently been made under the Executive Performance Rights Plan in February 2014, February 2015 and February 2016.
Accounting policy
The fair value of performance shares and rights granted under the Executive Performance Share Plan and the Executive Performance Rights Plan is recognised as an employee expense over the period during which the employees become unconditionally entitled to the shares. There is a corresponding increase in equity, being recognition of a share-based payments reserve. The fair value of performance shares and rights granted is measured at grant date.
To facilitate the operation of the Executive Performance Share Plan and Executive Performance Rights Plan, a third party trustee is used to administer the trust which holds shares allocated under the Executive Performance Share Plan or otherwise held or acquired on market in order to satisfy the Group’s future obligations under the Executive Performance Rights Plan. The trust is controlled by the Group and therefore its financial statements are included in the consolidated financial statements. The shares in the Group held by the trust are therefore shown as treasury shares (see Note 4.1). The Group incurs expenses on behalf of the trust. These expenses are in relation to administration costs of the trust and are recorded in the Income Statement as incurred.
Performance shares and performance rights are subject to performance hurdles. The performance shares are recognised in the Statement of Financial Position as restricted ordinary shares. Performance shares are included within the weighted average number of shares used as the denominator for determining basic earnings per share and net tangible asset backing per share. Performance rights are not recognised in the Statement of Financial Position, but are included within the weighted average number of shares issued as the denominator for determining diluted earnings per share.
The Group measures the cost of the Executive Performance Share Plan and Executive Performance Rights Plan by reference to the fair value of the equity instruments at the date at which the shares are granted. The fair value of performance rights granted is determined by an external valuer using a Monte Carlo simulation model and Binomial tree model using the assumptions detailed below.
Executive Performance Rights Plan
The establishment of the Executive Performance Rights Plan was approved by shareholders at the 2013 Annual General Meeting. Employees receiving awards under the Executive Performance Rights Plan are those of a senior level and above (including the Managing Director).
An employee awarded performance rights is not legally entitled to shares in the Company before the performance rights under the plan vest, and during the vesting period the performance rights do not carry the right to vote or to receive dividends. Once the rights have vested, which is dependent on the Group achieving its earnings per share (“EPS”) and total shareholder return (“TSR”) targets, participants are issued one ordinary share in the Company for each vested performance right held. Award, vesting and the issue of ordinary shares under the plan are made for no consideration. The performance period is three years.
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6.1 – SHARE-BASED PAYMENTS (continued)
Set out below are summaries of performance rights awarded under the plan:
| Balance at | Balance at | |||||
|---|---|---|---|---|---|---|
| the start of | the end of | |||||
| Type of right | Grant date | theyear | Granted | Exercised | Forfeited | theyear |
| 2016 | ||||||
| Performance rights | 20 February 2014 | 632,834 | – | – | (21,565) | 611,269 |
| Performance rights | 19 February 2015 | 707,404 | – | – | (43,961) | 663,443 |
| Performance rights | 18 February2016 | – | 563,893 | – | (12,935) | 550,958 |
| 1,340,238 | 563,893 | – | (78,461) | 1,825,670 |
| Balance at | Balance at | |||||
|---|---|---|---|---|---|---|
| the start of | the end of | |||||
| Type of right | Grant date | theyear | Granted | Exercised | Forfeited | theyear |
| 2015 | ||||||
| Performance rights | 20 February 2014 | 664,422 | – | – | (31,588) | 632,834 |
| Performance rights | 19 February2015 | – | 721,878 | – | (14,474) | 707,404 |
| 664,422 | 721,878 | – | (46,062) | 1,340,238 |
Fair value of performance rights granted
The assessed fair value at grant date of performance rights granted under the Executive Performance Rights Plan during the year ended 30 June 2016 was $14.01 (2015: $10.74) for those rights that have EPS hurdles and $11.40 (2015: $8.40) for those rights that have TSR hurdles. The fair value of each performance right is estimated on the date of grant using a Binomial tree model for those rights that have EPS hurdles, and a Monte Carlo simulation model for those rights that have TSR hurdles with the following weighted average assumptions used for each grant:
| Granted | Granted | Granted | |
|---|---|---|---|
| 18 February 2016 | 19 February 2015 | 20 February 2014 | |
| Dividend yield (per annum) | 3.4% | 4% | 5% |
| Expected volatility | 19% | 17% | 15% |
| Risk-free rate (per annum) | 1.85% | 1.83% | 2.87% |
| Share price | $15.31 | $11.93 | $8.20 |
| Expected life | 3years | 3years | 3years |
The expected life of the performance rights is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
Executive Performance Share Plan
Employees that received awards under the Executive Performance Share Plan were those of a senior level and above (including the Managing Director). An employee awarded performance shares is not legally entitled to shares in the Company before the performance shares allocated under the plan vest. However, the employee can vote and receive dividends in respect of shares allocated to them. Once the shares have vested, which is dependent on the Group achieving its EPS and TSR targets, they remain in the trust until the earliest of the employee leaving the Group, the 7th anniversary (for grants made from 2010) or the 10[th] anniversary (for grants made from 2007 to 2009) of the date the performance shares were awarded, or the date Board approves an application for their release. Award, vesting and exercise under the plan are made for no consideration. The performance period is three years.
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6.1 – SHARE-BASED PAYMENTS (continued)
Set out below are summaries of performance shares awarded under the plan:
| Balance at | Forfeited | Balance at | ||||
|---|---|---|---|---|---|---|
| the start of | shares | the end of | ||||
| Type of right | Grant date | theyear | Granted | Exercised | reallocated | theyear (a) |
| 2016 | ||||||
| Performance shares | 21 February 2013 | 656,614 | – | (113,484) | – | 543,130 |
| Performance shares | 29 February 2012 | 10,000 | – | – | – | 10,000 |
| Performance shares | 23 February 2012 | 718,892 | – | (41,037) | – | 677,855 |
| Performance shares | 16 May 2011 | 50,000 | – | – | – | 50,000 |
| Performance shares | 23 February 2011 | 433,693 | – | (61,845) | – | 371,848 |
| Performance shares | 28 June 2010 | 179,906 | – | (128,172) | – | 51,734 |
| Performance shares | 23 February 2009 | 240,455 | – | (170,871) | – | 69,584 |
| Performance shares | 18 February 2008 | 141,117 | – | (107,319) | – | 33,798 |
| Performance shares | 19 February2007 | 22,363 | – | (2,878) | – | 19,485 |
| 2,453,040 | – | (625,606) | – | 1,827,434 |
| Balance at | Forfeited | Balance at | ||||
|---|---|---|---|---|---|---|
| the start of | shares | the end of | ||||
| Type of right | Grant date | theyear | Granted | Exercised | reallocated | theyear (a) |
| 2015 | ||||||
| Performance shares | 21 February 2013 | 658,473 | – | (1,859) | – | 656,614 |
| Performance shares | 29 February 2012 | 10,000 | – | – | – | 10,000 |
| Performance shares | 23 February 2012 | 757,312 | – | (38,420) | – | 718,892 |
| Performance shares | 16 May 2011 | 50,000 | – | – | – | 50,000 |
| Performance shares | 23 February 2011 | 458,523 | – | (24,830) | – | 433,693 |
| Performance shares | 28 June 2010 | 200,561 | – | (20,655) | – | 179,906 |
| Performance shares | 23 February 2009 | 257,590 | – | (17,135) | – | 240,455 |
| Performance shares | 18 February 2008 | 147,513 | – | (6,396) | – | 141,117 |
| Performance shares | 19 February2007 | 34,201 | – | (11,838) | – | 22,363 |
| 2,574,173 | – | (121,133) | – | 2,453,040 |
(a) The balance at the end of the year includes a total of 794,530 shares (2015: 794,530 shares) that have been forfeited by employees due to cessation of employment. The forfeited shares are held within the trust and can be utilised in settlement of future obligations under the Group’s LTI plans, including the Executive Performance Rights Plan.
No performance shares were granted during the year ended 30 June 2016 (2015: nil).
Share-based payment expense
Total share-based payment expense included within employee expenses for the year ended 30 June 2016 was $4,991,000 (2015: $1,890,000).
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S E C T I O N 6 – E M P L O Y E E B E N E F I T S A N D R E L A T E D P A R T Y T R A N S A C T I O N S
6.1 – SHARE-BASED PAYMENTS (continued)
Tax Exempt Share Plan
The Tax Exempt Share Plan enabled participating employees to make salary sacrifice contributions to purchase shares on-market on a monthly basis. The shares in the Tax Exempt Share Plan are restricted from being traded and must be held for a minimum of three years whilst the participant remains an employee of the Group. Trading restrictions are lifted on the cessation of employment.
Offers under the Tax Exempt Share Plan are at the discretion of the Company. All shares acquired under the Tax Exempt Share Plan rank equally with all other ordinary shares. The Tax Exempt Share Plan did not operate during the year ended 30 June 2016 and consequently no shares were purchased during the year by employees under this plan (2015: nil).
Employee Share Plan
The Group has in prior years issued shares to certain employees under an Employee Share Plan. No shares have been issued under this plan since February 1998. Other than costs incurred in administering the scheme which are expensed as incurred, the scheme does not result in any expense to the Group.
At 30 June 2016, the total shares issued under the plan were 113,120 (2015: 115,620). There were no shares issued during the year. The plan is closed to new members and no offers have been made under the plan since 1998.
The market value of ordinary shares at 30 June 2016 was $14.53 (2015: $12.54). Note 4.1 provides details of the movement in the ordinary share capital during the year.
Superannuation
Group entities contribute to several defined contribution superannuation plans. The superannuation contributions recognised as an employee expense in the Income Statement are detailed below:
| Superannuation contributions recognised as an employee expense | 2016 $’000 2015 $’000 |
|---|---|
| 14,678 13,817 |
6.2 – DIRECTOR AND EXECUTIVE DISCLOSURES
Information regarding individual directors’ and executives’ compensation and some equity instruments disclosures, as permitted by the Corporations Regulations 2001, are provided in the Remuneration Report contained within the Directors’ Report. The relevant sections of the Remuneration Report are outlined below:
| Section of Remuneration Report | Directors’ Report page reference |
|---|---|
| Non-executive director remuneration | 17 |
| Managing Director and executive remuneration | 18 |
| Fixed annual remuneration | 18 |
| Variable remuneration – short term incentive | 18 |
| Variable remuneration – long term incentive | 19 |
| Employment contracts | 21 |
| Directors’ and executives’ position and period of responsibility | 22 |
| Directors’ and executives’ remuneration | 23 |
| Performance rights holdings and transactions | 26 |
| Performance share holdings and transactions | 27 |
| Equity holdings and transactions | 29 |
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S E C T I O N 6 – E M P L O Y E E B E N E F I T S A N D R E L A T E D P A R T Y T R A N S A C T I O N S
6.2 – DIRECTOR AND EXECUTIVE DISCLOSURES (continued)
Key management personnel remuneration
The key management personnel remuneration included in employee expenses is as follows:
| Employee benefits Short term Post-employment Equity compensation Other long term |
2016 $ 2015 $ |
|---|---|
| 7,782,816 6,440,105 187,510 182,104 2,059,611 757,882 131,347 162,358 |
|
| 10,161,284 7,542,449 |
Other transactions with the Company or its controlled entities
AG Rydge is a director of Carlton Investments Limited. Carlton Investments Limited rents office space from a controlled entity. Rent is charged to Carlton Investments Limited at a market rate. Rent and office service charges received during the year were $21,057 (2015: $23,432). The Company holds shares in Carlton Investments Limited. Dividends received during the year from Carlton Investments Limited totalled $704,799 (2015: $673,291).
AG Rydge paid rent, levies and other costs to Group entities during the year amounting to $96,764 (2015: $96,714). Rent is charged to AG Rydge at market rates.
A controlled entity has entered into a lease agreement for a cinema complex in Townsville with an entity related to KG Chapman. Rent paid under the lease is at market rates.
Apart from the details disclosed in the Remuneration Report, no key management person has entered into a material contract with the Group since the end of the previous year and there were no material contracts involving directors’ interests existing at reporting date.
From time to time, key management personnel of the Group, or their related parties, may purchase goods or services from the Group. These purchases are usually on the same terms and conditions as those granted to other Group employees. Where the purchases are on terms and conditions more favourable than those granted to other Group employees, the resulting benefits form part of the total remuneration outlined within the Remuneration Report.
6.3 – RELATED PARTIES
Relationships with associates
Other transactions were receipt of property rentals from associates of $55,000 (2015: $52,000) and costs of $102,000 (2015: $97,000) paid on behalf of an associate, $nil (2015: $28,000) of which is refundable by that associate.
Refer also to Notes 3.1 and 5.3.
Relationships with joint ventures and joint operation partners
Refer to Notes 3.1 and 5.3.
Key management personnel
Disclosures relating to directors of the Company and named executives are set out in the Remuneration Report contained within the Directors’ Report, and in Note 6.2.
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S E C T I O N 7 – O T H E R I N F O R M A T I O N
This section contains other information required to be disclosed by accounting standards.
7.1 – COMMITMENTS AND LEASES
The Group leases various properties, including cinema sites, under operating leases. The leases typically run for periods up to 20 years, with varying terms, escalation clauses and renewal or extension options. The head lease in respect of the Thredbo Village and ski area is for a longer period, being 50 years from 29 June 2007.
A small number of leases have commitments in respect of contingent rental payments which arise when the operating performance of a site exceeds a pre-determined amount. Also, there are rentals which are determined as the higher of a base rental and a fixed percentage of a defined amount reflecting the operating performance of a site or a base rental plus a fixed percentage of the net profit from the site. Contingent rental payments recognised as an expense in the period for the Group amounted to $7,924,000 (2015: $7,930,000).
Payments made under operating leases are charged against profits in equal instalments over the accounting periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property. Lease incentives, for example a rent-free period on commencement of a lease, are deferred and recognised over the lease term on a straight-line basis. Deferred lease incentives are recognised within other liabilities in the Statement of Financial Position. Operating lease rental expense (including contingent rent) for the year ended 30 June 2016 was $137,395,000 (2015: $131,067,000).
The Group does not have finance lease or hire purchase arrangements either as a lessor or a lessee.
Lease commitments for future years are set out below:
| Operating lease commitments – as lessee Future minimum operating lease rentals not provided for and payable: Within one year Later than one year but not later than five years Later than five years |
2016 $’000 2015 $’000 |
|---|---|
| 97,474 94,829 284,673 282,308 245,449 261,981 |
|
| 627,596 639,118 |
The Group receives rental income from a number of properties, both leased and owned. With the exception of sub-leases under the Thredbo head lease, leases are for periods ranging between one to 15 years and have varying terms, escalation clauses and renewal or extension options. There are approximately 700 sub-leases under the Thredbo head lease. Thredbo sub-leases consist of long term accommodation sub-leases for holiday apartments, chalets and lodges and also retail premises. Long term accommodation sub-leases are typically for periods mirroring the head lease, which was renewed for a further 50 year period from 29 June 2007.
Operating lease rental income for future years is set out below:
| Sub-lease receivables – as lessor Future lease receivables in relation to sub-leases of property space under operating leases not recognised and receivable: Within one year Later than one year but not later than five years Later than five years Operating leases – as lessor Future operating lease rentals for owned properties not recognised and receivable: Within one year Later than one year but not later than five years Later than five years |
2016 $’000 2015 $’000 |
|---|---|
| 10,755 9,803 35,740 34,163 246,251 244,511 |
|
| 292,746 288,477 |
|
| 12,358 10,962 46,657 37,713 33,036 31,865 |
|
| 92,051 80,540 |
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7.2 – CONTINGENT LIABILITIES
Claims for personal injury
The nature of the Group’s operations results in claims for personal injury being received from time to time. The directors believe that the outcome of any current claims outstanding, which are not provided against in the financial statements, will not have a significant impact on the operating result of the Group in future reporting periods.
The directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement at balance date.
7.3 – RECONCILIATION OF PROFIT FOR THE YEAR TO NET CASH PROVIDED BY OPERATING ACTIVITIES
| Reconciliation of profit for the year to net cash provided by operating activities Profit for the year Adjustments for: Depreciation Amortisation Net (profit)/loss on sale of non-current assets Net impairment adjustment Fair value increment of investment properties Equity accounted investment dividends Share of equity accounted investees’ net profit Share-based payments expense Receivables impairment adjustment Unrealised foreign exchange gains Increase in income taxes payable Net cash provided by operating activities before change in assets and liabilities Change in assets and liabilities adjusted for effects of consolidation of controlled entities acquired/disposed during the year: Decrease/(increase) in trade and other receivables Increase in inventories Decrease/(increase) in prepayments and other current assets (Increase)/decrease in deferred tax items Increase in trade and other payables Increase in provisions (Decrease)/increase in deferred revenue Increase in other liabilities Increase/(decrease) in financing costs payable Net cash provided by operating activities |
2016 $’000 2015 $’000 |
|---|---|
| 130,248 108,890 61,745 56,301 7,756 6,898 (18,860) 1,683 11,703 500 (580) (1,319) 2,415 3,256 (2,273) (2,912) 4,991 1,890 387 (91) (123) (869) 3,988 13,477 |
|
| 201,397 187,704 8,538 (853) (12,335) (4,611) 7,659 (3,074) (1,303) 109 3,892 16,277 3,669 1,788 (963) 1,938 1,872 14,092 44 (60) |
|
| 212,470 213,310 |
Cash flows are included in the Statement of Cash Flows on a gross basis. The GST or equivalent tax components of cash flows arising from investing and financing activities which are recoverable from, or payable to, taxation authorities are classified as operating cash flows.
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S E C T I O N 7 – O T H E R I N F O R M A T I O N
7.4 – AUDITORS’ REMUNERATION
| Audit services: Auditors of the Group – KPMG Australia Audit and review of financial statements Other assurance services Overseas KPMG firms Audit and review of financial statements Other assurance services Other services: Auditors of the Group – KPMG Australia Tax compliance and advice Other services Overseas KPMG firms Tax compliance and advice |
2016 $ 2015 $ |
|---|---|
| 1,157,000 1,091,640 110,368 123,208 404,000 335,920 20,083 40,254 |
|
| 1,691,451 1,591,022 |
|
| 207,815 332,004 139,276 85,388 |
|
| 347,091 417,392 |
|
| 251,800 331,655 |
|
| 598,891 749,047 |
7.5 – PARENT ENTITY DISCLOSURES
As at, and throughout the financial year ended, 30 June 2016, the parent entity of the Group was EVENT Hospitality & Entertainment Limited.
| Results of parent entity Profit for the year Other comprehensive income for the year Total comprehensive income for the year Financial position of parent entity at year end Current assets Total assets Current liabilities Total liabilities Net assets Total equity of parent entity comprises: Share capital Available-for-sale financial assets revaluation reserve Share-based payments reserve Retained earnings Total equity |
2016 $’000 2015 $’000 |
|---|---|
| 62,719 62,815 2,640 2,836 |
|
| 65,359 65,651 |
|
| 1,087 486 |
|
| 420,760 441,255 |
|
| 21,374 18,198 |
|
| 27,562 24,314 |
|
| 393,198 416,941 |
|
| 219,126 219,126 14,091 14,025 21,778 16,788 138,203 167,002 |
|
| 393,198 416,941 |
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7.5 – PARENT ENTITY DISCLOSURES (continued)
| Parent entity commitments Operating lease commitments – as lessee Future minimum operating lease rentals not provided for and payable are due: Not later than one year Later than one year but not later than five years Parent entity contingencies Details of contingent liabilities for the parent entity which, although considered remote, are as follows: Controlled entities The Company has guaranteed the obligations of some subsidiary entities in respect of a number of operating lease commitments. Operating lease commitments of subsidiary entities that have been guaranteed are due: Not later than one year Later than one year but not later than five years Later than five years The Company has guaranteed commitments in respect of financing and other arrangements of certain subsidiary entities: Joint ventures and joint operations The Company has guaranteed the obligations of some joint ventures and joint operations in respect of a number of operating lease commitments. Operating lease commitments of joint ventures and joint operations are due: Not later than one year Later than one year but not later than five years Later than five years |
2016 $’000 2015 $’000 |
|---|---|
| – 1,422 – – |
|
| – 1,422 |
|
| 49,347 59,159 87,904 126,633 60,286 149,875 |
|
| 197,537 335,667 |
|
| – 157 |
|
| 33,875 33,304 101,026 108,829 111,764 116,978 |
|
| 246,665 259,111 |
|
| 444,202 594,935 |
Parent entity guarantees
Subsidiaries
The Company has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of most of its Australian incorporated subsidiaries. Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed, are disclosed in Note 7.7.
Bank debt facilities
The Company is a guarantor under the Group’s secured bank debt facilities, as disclosed in Note 4.4.
7.6 – EVENTS SUBSEQUENT TO REPORTING DATE
Dividends
For final dividends declared after 30 June 2016, refer to Note 4.2.
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7.7 – DEED OF CROSS GUARANTEE
Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, 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.
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 in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up.
The subsidiaries subject to the deed are:
Atura Hotels and Resorts Pty Limited Kvarken Pty Limited Birch, Carroll & Coyle Limited Lakeside Hotel Pty Limited Bryson Hotel Pty Limited Mamasa Pty Limited Canberra Theatres Limited Noahs Limited Edge Digital Technology Pty Limited Northside Gardens Hotel Pty Limited Elsternwick Properties Pty Limited Pantami Pty Limited Event Cinemas (Australia) Pty Limited 203 Port Hacking Road Pty Limited Event Cinema Entertainment Pty Limited QT Hotels and Resorts Pty Limited Event Hotels and Resorts Pty Limited QT Resort Port Douglas Pty Limited Glenelg Theatres Pty Limited RQ Motels Pty Limited Greater Entertainment Pty Limited Rydges Bankstown Pty Limited Greater Occasions Australia Pty Limited Rydges Cronulla Pty Limited Greater Union International Holdings Pty Limited Rydges Hotels Limited Greater Union Nominees Pty Limited Sonata Hotels Pty Limited Greater Union Screen Entertainment Pty Limited Tannahill Pty Limited Greattheatre Pty Limited The Geelong Theatre Company Limited GUO Investments (WA) Pty Limited The Greater Union Organisation Pty Limited Gutace Holdings Pty Limited Thredbo Resort Centre Pty Limited Haparanda Pty Limited Tourism & Leisure Pty Limited Haymarket’s Tivoli Theatres Pty Limited Western Australia Cinemas Pty Limited Kidsports Australia Pty Limited Zollverein Pty Limited. Kosciuszko Thredbo Pty Limited
A consolidated Statement of Comprehensive Income and a consolidated Statement of Financial Position, comprising the Company and controlled entities which are a party to the deed, after eliminating all transactions between parties to the deed, for the year ended, and as at 30 June 2016 respectively is set out on the following page:
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7.7 – DEED OF CROSS GUARANTEE (continued)
| Statement of Comprehensive Income Profit before tax Income tax expense Profit for the year Retained earnings at the beginning of the year Dividends paid Retained earnings at the end of the year Statement of Financial Position ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Prepayments and other current assets Total current assets Non-current assets Receivables Loans to controlled entities Other financial assets Available-for-sale financial assets Investments in controlled entities Investments accounted for using the equity method Property, plant and equipment Investment properties Goodwill and other intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Current tax liabilities Provisions Deferred revenue Other current liabilities Total current liabilities Non-current liabilities Loans from controlled entities Other loans and borrowings Provisions Deferred tax liabilities Deferred revenue Total non-current liabilities Total liabilities Net assets EQUITY Share capital Reserves Retained earnings Total equity |
2016 $’000 2015 $’000 |
|---|---|
| 144,386 118,094 (42,135) (36,156) |
|
| 102,251 81,938 586,045 573,148 (91,519) (69,041) |
|
| 596,777 586,045 |
|
| 27,412 42,879 18,921 28,445 28,917 15,928 5,905 15,284 |
|
| 81,155 102,536 |
|
| 1,052 1,098 176,079 157,983 1,392 1,392 20,067 19,972 71,227 75,708 9,236 8,028 747,219 643,769 68,500 71,050 73,329 66,117 1,341 – 2,496 3,752 |
|
| 1,171,938 1,048,869 |
|
| 1,253,093 1,151,405 |
|
| 67,022 64,420 18,153 14,803 16,636 16,181 54,948 51,431 2,643 3,616 |
|
| 159,402 150,451 |
|
| 25,982 26,518 198,652 115,364 6,349 5,009 – 1,848 4,332 8,223 |
|
| 235,315 156,962 |
|
| 394,717 307,413 |
|
| 858,376 843,992 |
|
| 219,126 219,126 42,473 38,821 596,777 586,045 |
|
| 858,376 843,992 |
87 EVENT Hospitality & Entertainment Limited – Annual Report 2016
DIRECTORS’ DECLARATION
-
In the opinion of the directors of EVENT Hospitality & Entertainment Limited:
-
(a) the consolidated financial statements and notes that are set out on pages 31 to 87 and the Remuneration Report in the Directors’ Report set out on pages 17 to 29, are in accordance with the Corporations Act 2001, including:
-
(i) giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its performance for the financial year ended on that date; and
-
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
-
-
(b) 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 Group entities identified in Note 7.7 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those subsidiaries pursuant to ASIC Class Order 98/1418.
-
The directors have received the declarations required by section 295A of the Corporations Act 2001 from the Managing Director and the Director Finance & Accounting for the year ended 30 June 2016.
-
The directors draw attention to Note 1.2 to the financial report, which includes a statement of compliance with International Financial Reporting Standards.
Signed in accordance with a resolution of the directors:
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AG Rydge Director
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DC Seargeant Director
Dated at Sydney this 25[th] day of August 2016.
88 EVENT Hospitality & Entertainment Limited – Annual Report 2016
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Independent auditor’s report to the members of Event Hospitality & Entertainment Limited
Report on the financial report
We have audited the accompanying financial report of Event Hospitality & Entertainment Limited (the Company), which comprises the statements of financial position as at 30 June 2016, and income statements and statements of comprehensive income, statements of changes in equity and statements of cash flows for the year ended on that date, notes 1.1 to 7.7 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the company and the Group comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ responsibility for the financial report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 1.2, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view 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 entity’s internal control . An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Company’s and the Group’s financial position and of their performance.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
89
KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.
Liability limited by a scheme approved under Profession Standards Legislation.
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Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Auditor’s opinion
In our opinion:
(a) the financial report of Event Hospitality & Entertainment Limited is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the Company’s and the Group’s financial position as at 30 June 2016 and of their performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
(b) the financial report also complies with International Financial Reporting Standards as disclosed in note 1.2.
Report on the remuneration report
We have audited the Remuneration Report included in pages 17 to 29 of the directors’ report for the year ended 30 June 2016. 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 auditing standards.
Auditor’s opinion
In our opinion, the remuneration report of Event Hospitality & Entertainment Limited for the year ended 30 June 2016, complies with Section 300A of the Corporations Act 2001 .
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KPMG
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Kenneth Reid
Partner
Sydney
25 August 2016
90