MPR AUSTRALIA LIMITED — Annual Report 2016

Aug 29, 2016

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Annual Report 2016

TAG PACIFIC LIMITED ABN 73 009 485 625

Contents

• 01 Chairman’s report

• 04 Directors’ report

• 14 Consolidated statement of profit or loss and other comprehensive income

• 15 Consolidated statement of financial position

• 16 Consolidated statement of changes in equity

• 17 Consolidated statement of cash flows

• 18 Notes to the financial statements

• 46 Directors’ declaration

• 47 Auditor’s independence declaration

• 48 Independent auditor’s report

• 49 Securityholder information

• Corporate directory

tagpac.com

Chairman’s report

The result for the 2016 financial year showed welcome signs of an overall improvement.

The group increased revenue by 4% to $56.5 million which was a pleasing outcome – in comparative terms the 2015 revenue of $54.3 million included revenue from certain MPower activities that have ceased so the improvement is even greater than the headline numbers indicate.

The consolidated result after minorities and tax for the Tag Group for the 2016 financial year was a significantly reduced loss of $1.1 million. The greatly improved result essentially reflects a breakeven result for the second half of the financial year and a positive trend for the group.

The group’s investment in MPower showed discernible progress for the full year with increased gross margins, reduced operating expenses and a positive EBITDA of $0.8 million.

The Landscape

Broad structural changes in the Australian power sector are continuing apace and reports on the themes and dynamics can be found in the media every day. Much is being written and said about the future of power – how the generation and delivery of power is moving towards a decentralised model where it is generated from renewable sources located near to where it is actually required.

There is strong evidence that the Australian and adjacent regional markets serviced by MPower are entering a phase of unusually strong growth.

Tag, via its wholly owned investment in MPower, is investing in the sector. The primary drivers behind the expected growth include the following:

• J The growing market penetration and acceptance of renewables.

• J The decentralisation of power generation.

• J The growing emergence of viable alternatives for remote communities and locations.

• J The development of precinct power and mini-grids featuring on-site generation.

• J The emergence of energy storage as a disruptive force.

• J The need for smart technology to control and manage all of the above.

MPower

MPower is widely recognised for its innovation and technical capabilities. Over recent times, work has been undertaken for major utilities and global leading energy providers, including collaborations with prestigious organisations such as the University of NSW and the University of Queensland. Over the years MPower has been the recipient of awards for engineering, design, business performance and export commitment.

The $14 million Samoa solar project constructed for First Solar was commenced early in the financial year and was a strong contributor to the year’s result. Successful completion of the 5MW project, which is imminent at the time of writing, will be a major milestone for the business and is a credit to management who have worked well in managing the demanding circumstances of a remote location. This project is evolutionary in that the expertise and knowledge being gained is already being factored into new remote and hybrid power systems that are on the horizon. It has been the company’s first major offshore solar project; and a successful one at that.

“

What makes MPower different to other companies is how it combines new and old technologies with a skilled and experienced workforce to create products and power systems that go the distance.

Add state-of-the-art engineering and project management facilities, and MPower is equipped to deliver on all manner of power related projects, stamped with a degree of sophistication that is unparalleled in the region.

”

Source: Business Review Australia, May 2016

ANNUAL REPORT 2016

1

Chairman’s report

The accelerated uptake of renewable energy, primarily solar PV in residential settings, is a well-accepted and understood phenomenon. However, what is also of particular relevance to MPower is the parallel increase in acceptance of, and demand for, renewable energy in non-residential applications. Examples of this include remote off-grid locations such as mine-sites and other power dependent facilities. At the beginning of the year in review, MPower completed a 1.7MW solar PV farm integrating into a diesel power station at a bauxite mine operated by Rio Tinto in Weipa, Queensland.

One of the major challenges arising from the increasing requirement for solar PV to operate seamlessly alongside diesel power generation is the need to provide a stable power source. In hybrid situations like this, where power stability is critical, MPower’s proprietary grid stability system provides a proven technical and competitive advantage over competitors.

Cost reductions and efficiencies in the implementation of solar PV are now tending to make locally generated solar power more cost-effective in comparison to the high transmission costs of centralised network power. This applies not only to remote off-grid communities but also to power users who are at the fringes of the existing grid.

During the year MPower completed a $1.0 million remote hybrid system comprising solar PV and energy storage integrating into an existing diesel power station. MPower’s integration capability has progressed even further since then, with the recent delivery of a $1.7 million next generation energy storage system with cloud prediction technology at Karratha, Western Australia.

Precinct power and mini-grids incorporating on-site generation and storage are becoming preferred solutions and MPower has the capability and track record to provide for, and meet, the growing need to integrate these technologies. Energy storage is decreasing in cost, whilst at the same time increasing in capacity and availability.

MPower’s project activities are continuing to develop at a rapid rate and MPower is becoming widely recognised as the go-to specialist in distributed power systems, particularly in remote areas and for critical applications. Recognition of the company’s world class skills in power conversion, energy storage, smart controls and large scale solar developments are all compounding and building on its historically strong track record in back-up power generation.

MPower’s project activities performed well and achieved an above budget EBITDA for the year, which was a very pleasing result. It vindicates the earlier decision to target renewables and energy storage and to build a variable business model that can be appropriately scaled to suit circumstances.

Many of the projects mentioned above have a pioneering element and MPower has successfully stayed at the forefront as technology continues to evolve quickly. The investment in capability is now represented by a huge pipeline of potential opportunities, most significantly in the area of renewables and energy storage.

MPower’s distribution activities recorded lower revenue compared to the prior year once discontinued activities are taken into account. Notwithstanding this, the distribution business did manage to improve its position by recording a reduced operating loss. The earlier reduction in fixed staff numbers and the contraction of physical facilities have resulted in the predicted lower operating costs, however lower level operating losses are continuing at the moment and the desired financial result has not yet been achieved.

Batteries and solar componentry with growing specialisation in niche off-grid and fringe areas are the lifeblood of the distribution activities across Australia, New Zealand and the Pacific. The investment in highly experienced change management and the drive towards technical competency is slowly starting to pay off. Increasing volumes and margins continues to be the main aim together with maintaining strong controls around systems and processes.

There are two developments of particular interest. The first is the emergence of the pre-packaged energy storage market (primarily residential), which is still in a fledgling state, but which plays nicely into MPower’s core distribution competencies. The second is the Bardic emergency lighting business which has undergone a transformation of late, with the enhancement, validation and testing of its new energy efficient and technologically advanced product range. This has been at the short-term cost of sales and margins but Bardic is now finally on the cusp of expected better days ahead as new overseas production facilities come on stream in the coming months and the pipeline for projects firms up.

Property

The Tag Group continues to hold a 55% majority interest in the Power Property Unit Trust which owns a commercial property in Melbourne leased to MPower. The carrying value of the property was increased to $1.8 million during the year (2015: $1.7 million). This revaluation had no impact on the profit or loss account.

TAG PACIFIC LIMITED

2

Chairman’s report

Balance sheet

The balance sheet is being well controlled with inventory levels and other working capital items being actively managed.

An 11:20 non-renounceable rights issue was completed by Tag in December 2015 and raised net proceeds of $1.2 million.

At the consolidated Tag Group level, cash at 30 June 2016 was $3.8 million. Borrowing levels remained relatively unchanged throughout the year at $5.1 million, comprised largely of trade and import finance of $3.5 million and borrowings of $1.1 million against the Melbourne property.

It is important to note that notwithstanding the considerable intellectual property held within the group and the development work that has been undertaken, there are no intangibles carried on the consolidated balance sheet. Further, future tax benefits are also not capitalised on the balance sheet, although it is expected that the available tax losses will ultimately be used.

Dividends

No dividend has been declared. Franking credits of $7.4 million are available for use at a later date.

MPower is primed for a substantial increase in the scale of its operations. The market for renewables, energy storage and hybrid power solutions in Australia and the Pacific is entering a super-growth phase driven by:

• J Reduction in the cost of solar PV.

• J Technical improvements in storage technology.

• J Changing community and business attitudes on renewables.

• J The Australian government RET-mandated growth of renewables.

The long evolution of MPower from a number of diverse businesses into an integrated and multi-faceted group under Tag’s ownership has positioned MPower at the very hub of these changes. There are still risks and challenges inherent in what Tag is seeking to achieve, but Tag continues to believe that its investment in MPower is a compelling mid-term investment thesis and a sound platform for growth.

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Peter Wise Chairman 30 August 2016

Share buy-back

No shares were purchased during the half year under the Company’s on market share buy-back facility which remains in place.

Directors

Richard Peterson resigned as a director in April 2016. He had served as a director with distinction since 1986 and his resignation from the board coincided with his retirement from a long and successful career. The company thanks him sincerely for his valuable contribution and wishes him well for the future.

Looking ahead

MPower has the technical and operational capability to support a substantial increase in its existing activities, but growth could be accelerated with further strategic collaboration. There are a number of areas which are under active consideration:

• J Pre-packaged solutions, where there are opportunities to offer bespoke solutions in a modularised form.

• J Larger scale complex hybrid power systems that would extend the reach into a wider customer base.

• J Larger scale grid-connected renewable projects, beyond the current 5MW experience.

• J Development and ongoing ownership by extending the business into asset ownership and the sale of power.

ANNUAL REPORT 2016

3

Directors’ report

The directors present their report on the company (Tag Parent) and its controlled entities (Tag Group) for the financial year ended 30 June 2016 in accordance with the provisions of the Corporations Act 2001 (Cth). The Chairman’s Report (pages 1 to 3) contains a review of the operations of the Tag Group during the financial year and the results of those operations and details of significant changes in the Tag Group. The Chairman’s Report is incorporated into and forms part of this Directors’ Report.

Principal activity

The Tag Group is an investment company that strategically invests in the power sector.

Review of operations

The operating result of the Tag Group for the financial year ended 30 June 2016 after eliminating non-controlling interests and providing for income tax was a loss of $1,094,000 (2015: $12,131,000). Reference should be made to the Chairman’s Report for a more detailed review of operations.

Changes in the state of affairs

There were no significant changes in the state of affairs of the Tag Group during the financial year.

Subsequent events

There has not been any matter or circumstance occurring subsequent to the end of the financial year that has significantly affected, or may significantly affect, the operations of the Tag Group, the results of those operations, or the state of affairs of the Tag Group in future financial years.

Future developments

Details of the future developments of the Tag Group are contained in the Chairman’s Report. To the extent that the disclosure of information regarding likely developments in the activities of the Tag Group in future financial years and the expected results of those activities is likely to result in unreasonable prejudice to the Tag Group, it has not been disclosed in this report.

Dividends

No dividends have been paid or declared during the current or previous financial years.

Indemnification of directors, officers and auditor

During the financial year, the company paid a premium to insure each of the directors and officers against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director or officer of the company, other than conduct involving a wilful breach of duty in relation to the company.

The company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify a director, officer or auditor of the company or any related body corporate against a liability incurred as an officer or auditor.

Non-audit services

Details of amounts paid or payable to Deloitte Touche Tohmatsu for non-audit services provided during the year by the auditor are outlined in note 29 to the financial statements. The directors are satisfied the provision of nonaudit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 (Cth). The directors are of the opinion the services as disclosed in note 29 to the financial statements do not compromise the external auditor’s independence, based on advice received from the audit committee, for the following reasons:

• J all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and

• J none of the services undermine the principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks or rewards.

TAG PACIFIC LIMITED

4

Directors’ report

Proceedings on behalf of the company

No person has applied for leave of court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. The company was not a party to any such proceedings during the year.

Options on issue

At the date of this report, the options on issue over unissued ordinary shares in Tag Pacific Limited were as follows:

Listed options	(ASX: TAGO)
Grant date	Expiry date	Exercise	Number
		price	of options
4 Oct 2012	4 Oct 2017	$0.1929	9,965,872
Total			9,965,872

Unlisted options (ESOP)

Grant date	Expiry date	Exercise	Number
		price	of options
28 Nov 2012	31 May 2017	$0.2779	788,000
10 Oct 2013	31 May 2017	$0.2029	165,000
10 Oct 2013	31 May 2018	$0.2029	220,000
Total			1,173,000

During the year no ordinary shares in Tag Pacific Limited were issued on the exercise of listed options. No unlisted options granted under the Tag Pacific Limited Executive Share Option Plan (ESOP) were exercised during the year.

Environmental regulations

There are no particular or significant environmental regulations under a law of the Commonwealth or of a state or territory affecting the Tag Group.

The Tag Group’s operations do not pose a high risk for breach of environmental legislation and in the directors’ opinion there is no known breach of regulatory requirements that may:

• J potentially result in financial penalties;

• J result in the governing authority having the ability to suspend an operation;

• J have a major impact on surrounding ecosystems; or

• J have a financial impact on the operations and results of the Tag Group.

Auditor’s independence declaration

The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 (Cth) for the year ended 30 June 2016 has been received and a copy can be found on page 47 of this report.

Rounding off of amounts

The company is a company of the kind referred to in ASIC Corporations (Rounding in Financial / Directors’ Reports) Instrument 2016/191, and in accordance with the Corporations Instrument amounts in the directors’ report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.

Corporate governance

A copy of the company’s 2016 corporate governance statement can be found at http://tagpac.com/corporate_governance.html.

No person entitled to exercise an option had or has any right, by virtue of the option, to participate in any share issue of any other body corporate.

ANNUAL REPORT 2016

5

Directors’ report

Information on directors

The names and particulars of the current directors of the company during or since the end of the financial year are as follows. References to directors’ relevant interest in shares are current at the date of this report.

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Peter Wise Chairman (executive)
Qualifications Dip ID
Experience Appointed Chairman and board member in 1986. Chairman of MPower Group Pty
Limited and other subsidiaries within the Tag Group.
Interest in shares 56,902,518 ordinary shares and 5,013,068 listed options over unissued ordinary
shares in Tag Pacific Limited held by Anthony Australia Pty Ltd.
Nathan Wise Chief Executive Officer and Managing Director
Qualifications BCom, LLM (UNSW)
Experience Appointed Chief Executive Officer and Managing Director on 14 August 2012 after
serving as Head of Corporate Development from 2003. Company Secretary from
29 June 2006 until 14 August 2012. Director of MPower and a number of controlled
entities within the Tag Group. Practiced as a corporate and commercial lawyer before
joining the Tag Group.
Interest in shares 56,902,518 ordinary shares and 5,013,068 listed options over unissued ordinary
shares in Tag Pacific Limited held by Anthony Australia Pty Ltd. 200,000 unlisted
options over unissued ordinary shares in Tag Pacific Limited held by Investment
Associates Pty Limited.
Gary Cohen Director (non-executive)
Qualifications B Comm, LLB, LLM (Hons)
Experience Director since 1999. Chairman and CEO of Invigor Group Limited.
Interest in shares Holds a relevant interest in 1,519,766 ordinary shares and 140,068 listed options over
unissued ordinary shares in Tag Pacific Limited.
Special responsibilities Member of the remuneration committee.
Directorships held in other listed Listed entity Relevant dates
entities in the previous 3 years Invigor Group Limited since 18 July 2012
Robert Constable Director (non-executive)
Qualifications MA (Cantab.)
Experience Director since 1986. Former positions include secretary of the Beecham Group,
director of Sime Darby Holdings Limited and deputy chief executive of Bousteadco
Singapore Limited.
Interest in shares 310,000 ordinary shares and 28,571 listed options over unissued ordinary shares
in Tag Pacific Limited.
Special responsibilities Chairman of the audit committee and a member of the remuneration committee.
Robert Moran Director (non-executive)
Qualifications BEc LLB (Hons)
Experience Director since 2002. Chairman of Oceania Capital Partners. Experience in principal
investing for 16 years. Prior to that practiced as a corporate and commercial lawyer
for 12 years.
Interest in shares 1,708,911 ordinary shares and 157,502 listed options over unissued ordinary shares
in Tag Pacific Limited.
Special responsibilities Member of the audit committee.
Directorships held in other listed Listed entity Relevant dates
entities in the previous 3 years Keybridge Capital Limited 2 January 2013 to 28 February 2014
Oceania Capital Partners Limited since 25 July 2007
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TAG PACIFIC LIMITED

6

Directors’ report

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Gary Weiss Director (non-executive)
Qualifications LLM (NZ), JSD (Cornell)
Experience Director since 1988. Executive director of Ariadne Australia Limited and a director
of several other public companies.
Interest in shares 232,500 ordinary shares and 21,429 listed options over unissued ordinary shares
in Tag Pacific Limited.
Directorships held in other listed Listed entity Relevant dates
entities in the previous 3 years Ariadne Australia Limited since 28 November 1989
ClearView Wealth Limited 22 October 2012 to 17 May 2016
Mercantile Investment Company Limited since 6 March 2012
Premier Investments Limited since 11 March 1994
Pro-Pac Packaging Limited since 28 May 2012
Ridley Corporation Limited since 21 June 2010
Straits Trading Co Limited since 1 June 2014
Thorney Opportunities Limited since 21 November 2013
Darrell Godin Company Secretary
Qualifications BCom, BAcc, CA
Experience Appointed Company Secretary and Chief Financial Officer of Tag Pacific Limited on
14 August 2012. Secretary of a number of controlled entities within the Tag Group.
Prior to joining Tag, worked at Investec Bank Australia Limited for approximately
12 years after having practised as a Chartered Accountant for 12 years.
Interest in shares 200,000 ordinary shares, 2,857 listed options over unissued ordinary shares and
251,000 unlisted options over unissued ordinary shares in Tag Pacific Limited.
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Changes to directors

Changes to the directors of Tag Pacific Limited during the year and up to the date of this report were: J Richard Peterson retired as a non-executive director on 27 April 2016.

Remuneration of directors

Information about the remuneration of directors and senior management is set out in the remuneration report on pages 8 to 13.

Directors’ meetings

The following table outlines the number of directors’ meetings (including meetings of committees of directors) held during the financial year and the number of meetings attended by each director (while they were a director or committee member). During the financial year, eleven board meetings were held, two audit committee meetings were held and one remuneration committee meeting was held.

		Board meetings	Audit committee	meetings	Remuneration committee	meetings
	Eligible to attend	Attended	Eligible to attend	Attended	Eligible to attend	Attended
Peter Wise	11	11	–	–	–	–
Nathan Wise	11	11	–	–	–	–
Gary Cohen	11	9	–	–	1	1
Robert Constable	11	10	2	2	1	1
Robert Moran	11	11	2	2	–	–
Richard Peterson1	8	6	–	–	–	–
Gary Weiss	11	8	–	–	–	–

1. Retired as a non-executive director on 27 April 2016.

ANNUAL REPORT 2016

7

Directors’ report

Remuneration report

This report details the remuneration arrangements in respect of each director of Tag Pacific Limited and the key management personnel.

Remuneration policy

The remuneration policy details set out below are relevant to Tag Pacific Limited (‘Tag’) only.

The board of each controlled entity in the Tag Group determines the remuneration policy for the senior managers of that controlled entity. Accordingly, Tag’s remuneration policy does not extend to senior managers of controlled entities. Details of the remuneration of controlled entity senior managers have been included in this report where applicable for compliance reasons.

Tag’s remuneration policy has been designed to align director and senior manager objectives with shareholder and business objectives by providing a fixed remuneration component and, where applicable, offering specific short-term and long-term incentives based on key performance areas affecting Tag’s financial results. The board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best senior managers and directors to run and manage Tag, as well as create goal congruence between directors, senior managers and shareholders.

The board’s policy for determining the nature and amount of remuneration for executive board members and key management personnel of Tag is as follows:

• J The remuneration policy, setting the terms and conditions for executive directors and other senior managers, was developed by the remuneration committee and approved by the board.

• J Senior managers may receive base remuneration (which is based on factors such as length of service and experience), superannuation, fringe benefits, short-term incentives or long-term incentives.

• J The remuneration committee reviews certain senior manager packages annually by reference to Tag’s performance, senior manager performance and comparable information from industry sectors.

All remuneration paid to directors and senior managers is valued at the cost to the company and expensed. Options are valued using the Black-Scholes methodology.

The board’s policy is to remunerate non-executive directors for time, commitment and responsibilities. The remuneration committee determines payments to the non-executive directors based on market practice, duties and accountability. Independent external advice may be sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders. Fees for non-executive directors are not linked to Tag’s performance. However, to align directors’ interests with shareholders’ interests, the directors are encouraged to hold shares in the company.

Performance based remuneration

Tag has a policy which sets out the framework for awarding performance based remuneration to Tag senior managers. Performance based remuneration may comprise both a short-term incentive (‘STI’) and a long-term incentive (‘LTI’) component. The STI takes the form of a cash bonus and the LTI comprises the issue of options under the Tag Pacific Limited Executive Share Option Plan. The remuneration committee has the discretion to determine the STI and LTI for eligible senior managers.

Short-term incentives

The remuneration package for an eligible senior manager may comprise a STI in the form of a performance based cash bonus. The maximum STI component of a remuneration package is expressed as a percentage of the relevant senior manager’s base remuneration. A senior manager may be awarded a STI depending on performance against a set of performance indicators. The performance indicators may differ for each senior manager and are determined by the remuneration committee from time to time. A weighting is given to each performance indicator at the time the performance indicators are set.

Details of the STI’s awarded in respect of the year to 30 June 2016 are as follows:

Nathan Wise

The performance of Tag’s senior managers is measured against criteria agreed regularly with each senior manager and is based predominantly on the forecast growth of the Tag Group’s profits and shareholder value. Short-term incentives, where applicable, are linked to predetermined performance indicators where possible. The board may exercise its discretion in relation to approving short-term and long-term incentives and can recommend changes to the committee’s recommendations. Any changes must be justified by reference to measurable performance indicators. The policy is designed to attract the highest calibre of senior managers and reward them for performance that results in long-term growth in shareholder wealth.

At the date of this report a cash bonus in respect of the year to 30 June 2016 had not been assessed for Nathan Wise. The total STI that is available (subject to performance against set criteria) is in the range of 0% to 40% of his base remuneration of $319,300 per annum ($0 to $127,720).

The performance criteria against which the STI will be assessed are group profitability; shareholder value; long term strategy; people management; and systems, processes and efficiencies.

Darrell Godin

At the date of this report a cash bonus in respect of the year to 30 June 2016 had not yet been assessed for Darrell Godin. The total STI that is available (subject to performance against set criteria) is in the range of 0% to 25% of his base remuneration of $267,800 for the year ($0 to $66,950).

TAG PACIFIC LIMITED

8

Directors’ report

The performance criteria against which the STI will be assessed are contribution to the profitability, future profitability or potential profitability of the group; contribution to the enhancement of shareholder value, future shareholder value or potential shareholder value; contribution to the strategic direction and growth of the group; performance of the group compared to budget; and group profitability in the relevant financial year and contribution to systems, processes and efficiencies across the group.

In addition to the above, the remuneration committee has the discretion to award super cash bonus payments in excess of the above STI formula in the event of exceptional circumstances or performance by a senior manager.

Long-term incentives

Options over unissued shares in Tag Pacific Limited may be awarded to eligible senior managers in accordance with the Tag Pacific Limited Executive Share Option Plan. The award of options is considered appropriate as it contains an element of reward for individual achievement together with an incentive aligned to the group’s longer term performance. The approach also aligns management’s interests with those of shareholders.

The maximum number of options that can be on issue under the Executive Share Option Plan at any time is 5% of the shares on issue at that time. In addition, the maximum number of options that can be issued to any one senior manager is 1,250,000. The remuneration committee must make reference to these and other rules of the Executive Share Option Plan when deciding on long-term incentive components.

No options were issued to directors and key management personnel during the year ended 30 June 2016.

Option holdings

(i) Unlisted Executive Share Option holdings

2016	Balance	Granted as	Lapsed/	Balance	Unvested	Vested and
	1 July 2015	compensation	exercised	30 June 2016		exercisable
	No.	No.	No.	No.	No.	No.
Peter Wise	400,000	–	(400,000)	–	–	–
Nathan Wise1	1,050,000	–	(500,000)	550,000	200,000	350,000
Darrell Godin	410,000	–	(159,000)	251,000	251,000	–
Anthony Csillag	416,000	–	(159,000)	257,000	257,000	–
Total	2,276,000	–	(1,218,000)	1,058,000	708,000	350,000
2015	Balance	Granted as	Lapsed/	Balance	Unvested	Vested and
	1 July 2014	compensation	exercised	30 June 2015		exercisable
	No.	No.	No.	No.	No.	No.
Peter Wise	400,000	–	–	400,000	–	400,000
Nathan Wise1	1,200,000	–	(150,000)	1,050,000	350,000	700,000
Darrell Godin	530,000	–	(120,000)	410,000	410,000	–
AnthonyCsillag	530,000	–	(114,000)	416,000	416,000	–
Total	2,660,000	–	(384,000)	2,276,000	1,176,000	1,100,000

1. Shareholder approvals for the options issued to Nathan Wise were obtained under ASX Listing Rule 10.14 on 13 November 2008 and 28 October 2011.

2. Under the terms of the Executive Share Option Plan, options may be issued to and held by an executive or their nominee.

Refer to note 30 for the factors and assumptions used in determining share-based payments.

At 30 June 2016, the following share-based payment arrangements were in existence under the Tag Pacific Limited Executive Share Option Plan:

Option series	Grant date	Expiry date	Fair value at grant	Vesting date
			date (cents)
1. Issued 11 August 2011	11 Aug 2011	11 Aug 2016	2.07	11 Aug 2011
2. Issued 28 November 2012	28 Nov 2012	31 May 2017	1.75	01 Mar 2017
3. Issued 10 October 2013	10 Oct 2013	31 May 2018	1.11	01 Mar 2017 to 01 Mar 2018

There are no performance criteria that need to be met in relation to options granted, however, the options lapse if the option holder no longer provides services to or is no longer employed by the Group.

There were no options issued to directors and key management personnel during the year and no options were exercised.

ANNUAL REPORT 2016

9

Directors’ report

The following options previously held by directors and key management personnel lapsed during the year:

	No. of options	Grant date
Peter Wise	400,000	4 Mar 2011
Nathan Wise	350,000	4 Mar 2011
Nathan Wise	150,000	28 Nov 2012
Darrell Godin	120,000	28 Nov 2012
Darrell Godin	39,000	10 Oct 2013
Anthony Csillag	114,000	28 Nov 2012
Anthony Csillag	45,000	10 Oct 2013
Total	1,218,000

1. Under the terms of the Executive Share Option Plan, options may be issued to and held by an executive or their nominee.

(ii) Listed option holdings

	Balance	Net other	Balance	Number of	Number	Total
	1 July 2015	change	30 June 2016	options vested	of options	unexercisable
				30 June 2016	outstanding	30 June 2016
					30 June 2016
Directors
Peter Wise1 Nathan Wise1 }	5,004,997	8,071	5,013,068	5,013,068	5,013,068	–
Gary Cohen	140,068	–	140,068	140,068	140,068	–
Robert Constable	28,571	–	28,571	28,571	28,571	–
Robert Moran	157,502	–	157,502	157,502	157,502	–
Richard Peterson2	185,696	–	185,696	185,696	185,696	–
Gary Weiss	21,429	–	21,429	21,429	21,429	–
Key management personnel
Darrell Godin	2,857	–	2,857	2,857	2,857	–
Anthony Csillag	32,138	–	32,138	32,138	32,138	–
Total	5,573,258	8,071	5,581,329	5,581,329	5,581,329	–

1. Peter Wise and Nathan Wise are directors of Anthony Australia Pty Ltd which had an interest in 5,013,068 listed options over unissued ordinary shares in Tag Pacific Limited at 30 June 2016.

2. Retired as a non-executive director on 27 April 2016. The number of listed options disclosed is the number held at the date of his retirement as a non-executive director.

TAG PACIFIC LIMITED

10

Directors’ report

Shareholdings

Key management personnel and key management personnel-related entities hold directly, indirectly or beneficially as at the reporting date the following interests in Tag Pacific Limited:

	Balance at	Net other	Balance at
	1 July 2015	change	30 June 2016
2016	No.	No.	No.
Directors
Peter Wise1 Nathan Wise1 }	35,073,192	21,829,326	56,902,518
Gary Cohen	980,492	539,274	1,519,766
Robert Constable	200,000	110,000	310,000
Robert Moran	1,102,523	606,388	1,708,911
Richard Peterson2	1,299,875	714,932	2,014,807
Gary Weiss	150,000	82,500	232,500
Key management personnel
Darrell Godin	150,000	50,000	200,000
Anthony Csillag	1,545,747	12,000	1,557,747
Total	40,501,829	23,944,420	64,446,249
	Balance at	Net other	Balance at
	1 July 2014	change	30 June 2015
2015	No.	No.	No.
Directors
Peter Wise1 Nathan Wise1 }	35,034,982	38,210	35,073,192
Gary Cohen	980,492	–	980,492
Robert Constable	200,000	–	200,000
Robert Moran	1,102,523	–	1,102,523
Richard Peterson	1,299,875	–	1,299,875
Gary Weiss	250,000	(100,000)	150,000
Key management personnel
Darrell Godin	100,000	50,000	150,000
Anthony Csillag	1,634,198	(88,451)	1,545,747
Total	40,602,070	(100,241)	40,501,829

1. Peter Wise and Nathan Wise are directors of Anthony Australia Pty Ltd which had an interest in 56,902,518 ordinary shares in Tag Pacific Limited at 30 June 2016.

2. Richard Peterson retired as a non-executive director on 27 April 2016. The number of shares disclosed is the number held at the date of his retirement as a non-executive director.

Company performance, shareholder wealth and director and senior management remuneration

The Tag remuneration policy has been tailored to increase goal congruence between shareholders, directors and senior managers. The main method applied in achieving this aim has been the issue of options to select senior managers to encourage the alignment of personal and shareholder interests.

The following table shows the gross revenue, profits and dividends for the last five years for Tag Pacific Limited, as well as the share price at the end of the respective financial years.

share price at the end of the respective fnancial years.
	2012	2013	2014	2015	2016
Revenue($’000)	72,665	64,171	54,650	54,326	56,530
Other gains/(losses)($’000)	3,163	5	47	82	89
Net proft/(loss) before non-controlling interests($’000)	5,484	(3,035)	(5,594)	(12,101)	(1,060)
Dividends paid($’000)	886	3,534	–	–	–
Share price at year end(cents per share)	25.0	23.0	10.5	10.0	3.9
Earnings/(losses) per share
Basic(cents per share)	6.0	(3.1)	(6.0)	(12.9)	(1.0)
Diluted(cents per share)	6.0	(3.1)	(6.0)	(12.9)	(1.0)

The current year saw an increase in revenue of approximately 4% and a significant improvement in the performance of the underlying investments. The benefits of the strategic initiatives implemented during the current and previous year are starting to take effect.

ANNUAL REPORT 2016

11

Directors’ report

Details of remuneration

The remuneration for each director and the key management personnel in respect of the year to 30 June 2016 was as follows:

2016	Salary, fees	Superannuation	Cash	Non-cash	Options	Total	Performance
$	and allowances	Contributions	bonus	benefts			related %
Directors
Peter Wise
Chairman (executive)	387,000	–	–	–	–	387,000	–
Nathan Wise
Chief Executive Offcer	319,300	–	–	–	1,124	320,424	0.4
Gary Cohen
Non-executive director	20,000	–	–	–	–	20,000	–
Robert Constable
Non-executive director	20,000	–	–	–	–	20,000	–
Robert Moran
Non-executive director	20,000	–	–	–	–	20,000	–
Richard Peterson
Non-executive director	16,667	–	–	–	–	16,667	–
Gary Weiss
Non-executive director	20,000	–	–	–	–	20,000	–
Total directors	802,967	–	–	–	1,124	804,091
Key management personnel
Darrell Godin
Chief Financial Offcer	244,512	19,308	–	6,781	1,114	271,715	0.4
Anthony Csillag
Managing Director MPower Projects	309,000	29,355	–	6,212	1,017	345,584	0.3
Total key management personnel	553,512	48,663	–	12,993	2,131	617,299	–

Richard Peterson retired as a director on 27 April 2016. All other directors and key management personnel held their positions for the whole year.

The remuneration for each director and the key management personnel in respect of the year to 30 June 2015 was as follows:

2015	Salary, fees	Superannuation	Cash	Non-cash	Options	Total	Performance
$	and allowances	Contributions	bonus	benefts			related %
Directors
Peter Wise
Chairman (executive)	387,000	–	–	–	–	387,000	–
Nathan Wise
Chief Executive Offcer	319,300	–	–	–	1,978	321,278	0.6
Gary Cohen
Non-executive director	20,000	–	–	–	–	20,000	–
Robert Constable
Non-executive director	20,000	–	–	–	–	20,000	–
Robert Moran
Non-executive director	20,000	–	–	–	–	20,000	–
Richard Peterson
Non-executive director	20,000	–	–	–	–	20,000	–
Gary Weiss
Non-executive director	20,000	–	–	–	–	20,000	–
Total directors	806,300	–	–	–	1,978	808,278
Key management personnel
Darrell Godin
Chief Financial Offcer	245,442	18,760	–	6,066	1,805	272,073	0.7
Anthony Csillag
Managing Director MPower Projects	293,514	26,767	–	5,536	1,639	327,456	0.5
Total key management personnel	538,956	45,527	–	11,602	3,444	599,529

All directors and key management personnel held their positions for the whole year.

TAG PACIFIC LIMITED

12

Directors’ report

Contract details

There were no written contracts in place with directors or key management personnel other than the following:

1. A written contract is in place in respect of the services provided by Nathan Wise to Tag Pacific Limited. The contract has no specified duration and requires three months’ notice of termination (equating to a termination payment of $79,825).

2. A written contract is in place in respect of the services provided by Darrell Godin to Tag Pacific Limited. The contract has no specified duration and requires one months’ notice of termination (equating to a termination payment of $22,317).

3. A written contract is in place in respect of the services provided by Anthony Csillag to MPower Projects Pty Limited. The contract has no specified duration and requires six months’ notice of termination (equating to a termination payment of $169,178).

Performance income as a proportion of total remuneration

In some circumstances senior managers are paid performance bonuses based on set monetary figures and not as a proportion of their salary. These bonuses have been set to encourage achievement of specific goals that have been given a high level of importance in relation to the future growth and profitability of the Tag Group. The payment of bonuses and other incentive payments for specified senior managers are reviewed by the remuneration committee annually as part of the review of executive remuneration and a recommendation is put forward to the board for approval. Bonuses, options and incentives are linked to predetermined performance criteria. The board can exercise its discretion in relation to approving incentives, bonuses and options and can make changes to the committee’s recommendations.

Signed in accordance with a resolution of the directors.

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Peter Wise Chairman 30 August 2016

ANNUAL REPORT 2016

13

For the year ended 30 June 2016

Consolidated statement of profit or loss and other comprehensive income

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2016 2015
Note $’000 $’000
Continuing operations
Revenue 3 56,408 54,132
Other revenue 4 122 194
Other income 5 89 82
Raw materials and consumables used (37,679) (37,198)
Advertising and marketing expense (201) (207)
Depreciation and amortisation expense 7 (465) (526)
Employee benefits expense 7 (13,687) (14,510)
Finance costs 6 (313) (318)
Freight and transport (1,049) (1,236)
Impairment expense 15 & 17 – (2,324)
Occupancy expense (1,152) (1,343)
Other expenses (3,133) (4,010)
Loss before income tax 7 (1,060) (7,264)
Income tax expense 8 – (4,837)
LOSS FOR THE YEAR (1,060) (12,101)
Attributable to:
Owners of the company (1,094) (12,131)
Non-controlling interest 34 30
(1,060) (12,101)
Other comprehensive income (net of tax)
Items that may be reclassified subsequently to profit or loss:
Loss on cash flow hedges taken to equity (13) (6)
Exchange gain/(loss) on translating foreign operations 69 (120)
Other comprehensive income/(loss) net of tax 56 (126)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (1,004) (12,227)
Total comprehensive loss attributable to:
Owners of the company (1,038) (12,257)
Non-controlling interest 34 30
(1,004) (12,227)
Earnings per share
Basic (cents per share) 32 (1.0) (12.9)
Diluted (cents per share) 32 (1.0) (12.9)
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The accompanying notes form part of these financial statements.

TAG PACIFIC LIMITED

14

As at 30 June 2016

Consolidated statement of financial position

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2016 2015
Note $’000 $’000
Assets
Current assets
Cash and cash equivalents 9 3,834 5,680
Trade and other receivables 10 13,949 12,096
Inventories 11 7,932 8,924
Other assets 12 531 354
Other financial assets 14 124 43
Total current assets 26,370 27,097
Non-current assets
Other financial assets 14 – 62
Property, plant & equipment 15 2,901 2,983
Total non-current assets 2,901 3,045
Total assets 29,271 30,142
Liabilities
Current liabilities
Trade and other payables 19 9,573 10,505
Borrowings 20 3,771 3,731
Provisions 21 1,875 1,926
Other liabilities 22 213 286
Total current liabilities 15,432 16,448
Non-current liabilities
Borrowings 20 1,316 1,375
Provisions 21 95 122
Total non-current liabilities 1,411 1,497
Total liabilities 16,843 17,945
Net assets 12,428 12,197
Equity
Issued capital 23 23,410 22,246
Reserves 24 409 297
Accumulated losses (11,773) (10,679)
Equity attributable to owners of the company 12,046 11,864
Non-controlling interest 25 382 333
Total equity 12,428 12,197
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The accompanying notes form part of these financial statements.

ANNUAL REPORT 2016

15

For the year ended 30 June 2016

Consolidated statement of changes in equity

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Issued Share Foreign Cash Revaluation Accumulated Attributable Non- Total
capital option exchange flow reserve losses to owners controlling
reserve translation hedge of parent interest
reserve reserve entity
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Balance at
1 July 2014 22,246 240 (104) (23) 301 1,452 24,112 334 24,446
Loss for the period – – – – – (12,131) (12,131) 30 (12,101)
Other comprehensive
income/(loss) net of tax
Exchange differences
arising on translation
of foreign operations – – (120) – – – (120) – (120)
Gain on cash flow
hedge taken to equity – – – (6) – – (6) – (6)
Total comprehensive
income/(loss) for
the period – – (120) (6) – (12,131) (12,257) 30 (12,227)
Recognition of share
based payments – 9 – – – – 9 – 9
Payment of distributions – – – – – – – (31) (31)
Balance at
30 June 2015 22,246 249 (224) (29) 301 (10,679) 11,864 333 12,197
Balance at
1 July 2015 22,246 249 (224) (29) 301 (10,679) 11,864 333 12,197
Loss for the period – – – – – (1,094) (1,094) 34 (1,060)
Other comprehensive
income/(loss) net of tax
Exchange differences
arising on translation
of foreign operations – – 69 – – – 69 – 69
Gain on cash flow
hedge taken to equity – – – (13) – – (13) – (13)
Total comprehensive
income/(loss) for
the period – – 69 (13) – (1,094) (1,038) 34 (1,004)
Issue of shares (note 23) 1,164 – – – – – 1164 – 1,164
Recognition of
revaluation of property – – – – 50 – 50 45 95
Recognition of share
based payments – 6 – – – – 6 – 6
Payment of distributions – – – – – – – (30) (30)
Balance at
30 June 2016 23,410 255 (155) (42) 351 (11,773) 12,046 382 12,428
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The accompanying notes form part of these financial statements.

TAG PACIFIC LIMITED

16

For the year ended 30 June 2016

Consolidated statement of cash flows

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2016 2015
Note $’000 $’000
Cash flows from operating activities
Receipts from customers 59,828 58,055
Payments to suppliers and employees (62,413) (61,678)
Cash used in operations (2,585) (3,623)
Interest received 34 107
Interest and other costs of finance paid (312) (318)
Net cash used by operating activities 9 (2,863) (3,834)
Cash flows from investing activities
Payments for other intangibles – (206)
Proceeds on sale of property, plant & equipment 90 17
Payments for property, plant & equipment (280) (225)
Proceeds from sale of investments 124 66
Net cash used in investing activities (66) (348)
Cash flows from financing activities
Proceeds from borrowings 3,289 3,448
Repayment of borrowings (3,353) (4,810)
Proceeds from share issue 23 1,224 –
Share issue costs 23 (60) –
Distributions paid by controlled entities to non-controlling interests (31) (31)
Net cash generated by/(used in) financing activities 1,069 (1,393)
Net decrease in cash and cash equivalents (1,860) (5,575)
Cash and cash equivalents at the beginning of the financial year 5,680 11,263
Effects of exchange rate changes on the balance of cash held in foreign currencies 14 (8)
Cash and cash equivalents at the end of the financial year 9 3,834 5,680
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The accompanying notes form part of these financial statements.

ANNUAL REPORT 2016

17

Notes to the financial statements for the financial year ended 30 June 2016 1. General information 2. Statement of significant accounting policies

Notes to the financial statements

For the financial year ended 30 June 2016

1. General information

Tag Pacific Limited is a strategic investor and is a listed public company, incorporated and domiciled in Australia. Tag Pacific Limited is also the ultimate parent of the Tag Group (Tag Pacific Limited and its controlled entities).

The registered office and principal place of business of the company is:

Tag Pacific Limited Level 30, Piccadilly Tower 133 Castlereagh Street Sydney NSW 2000 Australia

2. Statement of significant accounting policies

Statement of compliance

These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and interpretations, and comply with other requirements of the law.

The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity.

Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the company and the Group comply with International Financial Reporting Standards (‘IFRS’).

The financial statements were authorised for issue by the directors on 30 August 2016.

The following is a summary of the material accounting policies adopted by the Tag Group in the preparation of the financial statements. The accounting policies have been consistently applied, unless otherwise stated.

Basis of preparation

The accounting policies set out below have been consistently applied to all years presented.

The consolidated financial statements have been prepared on the basis of historical costs, except for certain properties and financial instruments that are measured at revalued amounts or fair value at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. All amounts are presented in Australian dollars unless otherwise noted. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether the price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of AASB 2, leasing transactions that are within the scope of AASB 117, and the measurements that have some similarities to fair value but are not fair value, such as net realisable value in AASB 2 or value in use AASB 136.

The Tag Parent has applied the relief available to it in ASIC Corporations (Rounding in Financial / Directors’ Reports) Instrument 2016/191. Accordingly, amounts in the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.

Critical accounting judgments and key sources of estimation uncertainty

In the application of the Tag Group’s accounting policies, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources.

The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Key estimates — Impairment

The Tag Group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

The carrying amount of goodwill was fully impaired during the 2015 financial year.

Key estimates —Provision for impairment of receivables

An estimate is made for doubtful debts when collection of the full amount of a receivable is no longer probable.

Key estimates — Construction contracts

Revenue and expenses for power related projects are characterised as construction contracts under AASB 111 and recognised in the profit or loss by reference to the stage of completion of each identifiable component for construction contracts. A fundamental condition for being able to estimate percentage of completion profit recognition is that project revenues and project costs can be established reliably. This reliability is based on such factors as compliance with the Tag Group’s system for project control and that project management team has the necessary skills. Project control also includes a number of estimates and assessments that depend on the experience and knowledge of project management in respect of project control, risk management and prior management of projects.

TAG PACIFIC LIMITED

18

Notes to the financial statements for the financial year ended 30 June 2016 2. Statement of significant accounting policies continued

In determining revenues and expenses for construction contracts, management makes key assumptions regarding estimated revenues and expenses over the life of the contracts. Where variations are recognised in revenue, assumptions are made regarding the probability that customers will approve variations and the amount of revenue arising from variation. In respect of costs, key assumptions regarding costs to complete contracts may include estimation of labour, technical costs, impact of delays and productivity.

Key estimates — Inventory obsolescence provisions

Inventories are stated at the lower of cost and net realisable value. Inventory obsolescence provisions are determined by management based on current inventory levels and their knowledge of sales trends, historical experience and their ability to adjust purchasing and selling practices based on anticipated sales trends and general economic conditions.

Key estimates — Unused tax losses

The recognition of unused tax losses as a deferred tax asset requires estimation and judgement of the availability of future taxable profits and is subject to compliance with the relevant tax legislations. At the date of this report, the directors have assessed the degree of probability of recovering the remaining unused tax losses. Due to the uncertainty regarding the recoverability of the remaining unused tax losses, a deferred tax asset has been not been recognised in the current year.

Accounting policies

(a) Basis of consolidation

The consolidated financial statements incorporate the financial statements of Tag Pacific Limited and entities controlled by Tag Pacific Limited (its subsidiaries).

Control is achieved when Tag Pacific Limited:

• J has the power over the investee;

• J is exposed, or has rights to variable returns from its involvement with the investee; and

• J has the ability to use its power to affect the returns.

Tag Pacific Limited reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. A list of subsidiaries is contained in note 13. All controlled entities have a 30 June financial year-end.

The results of the subsidiaries acquired or disposed of during the year are included in consolidated profit or loss from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Tag Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. In the parent entity disclosures in note 35 for Tag Pacific Limited, intra-group transactions (‘common controlled transactions’) are generally accounted for by reference to the existing (consolidated) book value of the items. Where the transaction value of common control transactions differ from their consolidated book value, the difference is recognised as a contribution by or distribution to equity participants by the transacting entities.

Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from the Tag Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interests’ share of changes in equity since the date of the combination. Losses applicable to the non-controlling interests in excess of the non-controlling interests’ interest in the subsidiary’s equity are allocated against the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:

• J deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with AASB 112 ‘Income Taxes’ and AASB 119 ‘Employee Benefits’ respectively;

• J liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payments of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with AASB 2 ‘Share-based Payment’ at the acquisition date; and

• J assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 ‘Non-current Assets Held for Sale and Discontinued Operations’ are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another Standard.

Where the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.

Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified.

Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates in accordance with AASB 139, or AASB 137 ‘Provisions, Contingent Liabilities and Contingent Assets’, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

Where a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

ANNUAL REPORT 2016

19

Notes to the financial statements for the financial year ended 30 June 2016 2. Statement of significant accounting policies continued

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

Business combinations that took place prior to 1 July 2009 were accounted for in accordance with the previous version of AASB 3.

(b) Income tax

Current tax

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantively enacted by the balance date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax

Deferred tax is recognised on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is recognised in profit or loss except where it relates to items that may be recognised directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. Capitalised losses are only brought to account when it is probable they will be recouped through future taxable gains.

(c) Inventories

Inventories are stated at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs. Refer to note 2(p) for the policy in relation to work in progress and construction contracts.

(d) Property, plant and equipment

Each class of property, plant and equipment is carried at cost less any accumulated depreciation and impairment.

Plant and equipment

Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the Tag Group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Tag Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the profit or loss during the financial period in which they are incurred.

Land and buildings

Freehold land and buildings are shown at their fair value being the amount that would be received to sell an asset in an orderly transaction between market participants at the measurement date, based on a valuation by external independent valuers, less subsequent depreciation for buildings. Increases in the carrying amount arising on revaluation of land and buildings are credited to a revaluation surplus in equity. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in equity, all other decreases are charged to profit or loss.

Depreciation

Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.

The depreciable amount of all fixed assets including capitalised lease assets are depreciated on a straight-line and diminishing value basis over their useful lives to the Tag Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

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----- Start of picture text -----

Class of fixed asset Depreciation rate
Leasehold improvements 6-33%
Plant and equipment 5-40%
Buildings 2.5%
Leased plant and equipment 20-23%
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The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in profit or loss.

(e) Leased assets

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to entities in the Tag Group are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses on a straight line basis over the life of the lease term. Lease incentives under operating leases are recognised as a liability and amortised over the life of the lease term.

(f) Financial assets

Recognition

Financial assets are initially measured at fair value on trade date, which includes transaction costs (other than financial assets at fair value through profit/loss), when the related contractual rights or obligations exist. Subsequent to initial recognition these financial assets are measured as set out below.

TAG PACIFIC LIMITED

20

Notes to the financial statements for the financial year ended 30 June 2016 2. Statement of significant accounting policies continued

Financial assets at fair value through profit or loss

A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term or if so designated by management and within the requirements of AASB 139: Recognition and Measurement of Financial Instruments . Specifically, the financial asset forms part of a group of financial assets which is managed and its performance is evaluated on a fair value basis, in accordance with the Tag Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis. Derivatives are also categorised as held for trading unless they are designated as hedges. Realised and unrealised gains and losses arising from changes in the fair value of these assets are included in profit or loss in the period in which they arise.

Loans and receivables

Trade receivables, loans and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method less impairment. Interest income is recognised by applying the effective interest rate.

Fair value

For all quoted investments fair value is determined by reference to observable prices of market transactions for identical assets at or near the measurement date whenever that information is available. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at each balance date. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the investment have been impacted.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate

The carrying amount of financial assets including uncollectible trade receivables is reduced by the impairment loss through the use of an allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

(g) Impairment of assets

At each reporting date, the Tag Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to profit or loss.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the Tag Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(h) Investments in associates

An associate is an entity over which the group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations . Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the group’s share of the net assets of the associate, less any impairment in the value of individual investments.

Losses of an associate in excess of the group’s interest in that associate (which includes any long-term interests that, in substance, form part of the group’s net investment in the associate) are recognised only to the extent that the group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of the acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment.

Any excess of the group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of the acquisition, after reassessment, is recognised immediately in profit or loss. Where a group transacts with an associate of the group, profits and losses are eliminated to the extent of the group’s interest in the relevant associate.

(i) Intangible assets

Goodwill

Goodwill is initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at the date of acquisition. Goodwill on acquisition of controlled entities is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units for the purposes of impairment testing (refer note 17).

If the recoverable amount of the cash-generating unit (or group of cash-generating units) is less than the carrying amount of the cash-generating unit (or groups of cash-generating units), the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or groups of cash-generating units) and then to reduce the other assets of the cash-generating units pro-rata on the basis of the carrying amount of each asset in the cash-generating unit (or groups of cash-generating units). An impairment loss recognised for goodwill is recognised immediately in profit or loss and is not reversed in a subsequent period. On disposal of an operation within a cashgenerating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal of the operation.

Patents and trademarks

Patents and trademarks are recognised at cost of acquisition. Patents and trademarks have a finite life and are carried at cost less any accumulated amortisation and any impairment losses.

Research and development

Expenditure during the research phase of a project is recognised as an expense as incurred. Development costs are capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these benefits can be measured reliably. Development costs are amortised on a straight line basis over the period during which the related benefits are expected to be realised, once commercial production has commenced.

ANNUAL REPORT 2016

21

Notes to the financial statements for the financial year ended 30 June 2016 2. Statement of significant accounting policies continued

(j) Foreign currency transactions and balances

Functional and presentation currency

The functional currency of each of the Tag Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the Tag Parent’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in equity as a qualifying cash flow hedge.

Tag Group companies

The financial results and position of foreign operations whose functional currency is different from the Tag Group’s presentation currency are translated as follows:

• J assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;

• J income and expenses are translated at average exchange rates for the period; and

• J retained earnings are translated at the historical exchange rates.

Exchange differences arising on translation of foreign operations are transferred directly to the Tag Group’s foreign currency translation reserve in the consolidated statement of financial position. These differences are recognised in the consolidated profit or loss in the period in which the operation is disposed.

(k) Employee benefits

A liability is recognised at balance date for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably.

Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs.

Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

Contributions are made by the Tag Group to employee superannuation funds and are charged as an expense when employees have rendered service entitling them to the contributions.

(l) Provisions

Provisions are recognised when the Tag Group has a present obligation (legal or constructive), as a result of a past event, for which it is probable that the Tag Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

(m) Provision for warranties

Provision is made in respect of the Tag Group’s estimated liability on all products and services under warranty at balance date. The provision is measured as the present value of future cash flows estimated to be required to settle the warranty obligation. The future cash flows have been estimated by reference to the Tag Group’s history of warranty claims.

(n) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the consolidated statement of financial position.

(o) Revenue

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, stock rotation, price protection, rebates and other similar allowances.

Rendering of services

Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract. The stage of completion of the contract is determined as follows:

• J installation fees are recognised by reference to the stage of completion of the installation, determined as the proportion of costs incurred to date bear to the total estimated total cost of the transaction; and

• J revenue from time and material contracts is recognised at the contractual rates as labour hours are delivered and direct expenses are incurred.

Revenue from construction contracts is recognised in accordance with the accounting policy set out in note 2(p).

Sale of goods

Revenue from sale of goods is recognised upon delivery of goods to customers.

Dividend, distribution and interest revenue

Dividend and distribution revenue from investments is recognised when the Tag Group’s right to receive payment has been established. Dividends received from associates are accounted for in accordance with the equity method of accounting.

Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

All revenue is stated net of the amount of goods and services tax (GST).

(p) Construction contracts and work in progress

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the balance date, as measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs or completion of a physical proportion of the contract work, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Construction work in progress is valued at cost, plus profit recognised to date less any provision for anticipated future losses. Cost includes both variable and fixed costs relating to specific contracts and those costs that are attributable to the contract activity in general and that can be allocated on a reasonable basis.

(q) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised as an expense in the period in which they are incurred.

TAG PACIFIC LIMITED

22

Notes to the financial statements for the financial year ended 30 June 2016 2. Statement of significant accounting policies continued

(r) Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

• J where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or

J for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the consolidated statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

(s) Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

(t) Derivative financial instruments

The Tag Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risk, including foreign exchange forward contracts.

Note 34 contains details of the fair values of the derivative instruments used for hedging purposes.

Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently remeasured at their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated as effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedging relationship. The Group designates certain derivatives as either hedges of the fair value of recognised assets or liabilities or firm commitments (fair value hedges), hedges of highly probable forecast transactions or hedges of foreign currency risk of firm commitments (cash flow hedges).

A derivative with a positive fair value is recognised as a financial asset; a derivative with a negative fair value is recognised as a financial liability.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

Hedge accounting

The Group designates certain hedging instruments, which include derivatives as either fair value hedges or cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.

At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.

Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair value of the hedging instrument and the change in the hedged item attributable to the hedged risk are recognised in the line of the statement of comprehensive income relating to the hedged item.

Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging instrument expires or is sold, terminated or exercised, or when it no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to profit or loss from that date.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognised in profit or loss, in the same line of the statement of comprehensive income as the recognised hedged item. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging instrument expires or is sold, terminated or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.

(u) Share-based payments

Share-based payments with employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of the Black-Scholes model. Further details on how the fair value of equity-settled share-based transactions has been determined can be found in note 30.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight line basis over the vesting period, based on the group’s estimate of equity instruments that will eventually vest.

At each reporting date, the group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with corresponding adjustment to the equity-settled employee benefits reserve.

(w) Adoption of new and revised Accounting Standards

In the current year, the Group has applied a number of amendments to AASBs and a new Interpretation issued by the Australian Accounting Standards Board (AASB) that are mandatorily effective for an accounting period that begins on or after 1 July 2014, and therefore relevant for the current year end.

• J AASB 2015-3 ‘Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality’

Adoption of the above standards had no material impact on the financial statements.

ANNUAL REPORT 2016

23

Notes to the financial statements for the financial year ended 30 June 2016 2. Statement of significant accounting policies continued 3. Revenue 4. Other revenue

(w.1) Standards and Interpretations in issue not yet adopted

At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective. The impact of these standards have not been assesses yet.

Standard/Interpretation	Effective for	Expected to	be
	annual reporting	initially applied
	periods beginning	in the fnancial
	on or after	year ending
AASB 9 ‘Financial Instruments’, and the relevant amending standards	1 January 2018	30 June 2019
AASB 15 ‘Revenue from Contracts with Customers’, AASB 2014-5 ‘Amendments to	1 January 2018	30 June 2019
Australian Accounting Standards arising from AASB 15’, AASB 2015-8 ‘Amendments
to Australian Accounting Standards – Effective Date of AASB 15’, and AASB 2016-3
‘Amendments to Australian Accounting Standards – Clarifcations to AASB 15’
AASB 16 ‘Leases’	1 January 2019	30 June 2020
AASB 1057 ‘Application of Australian Accounting Standards’ and AASB 2015-9	1 January 2016	30 June 2017
‘Amendments to Australian Accounting Standards – Scope and Application Paragraphs’
AASB 2014-4 ‘Amendments to Australian Accounting Standards –	1 January 2016	30 June 2017
Clarifcation of Acceptable Methods of Depreciation and Amortisation’
AASB 2015-1 ‘Amendments to Australian Accounting Standards –	1 January 2016	30 June 2017
Annual Improvements to Australian Accounting Standards 2012-2014 Cycle’
AASB 2015-2 ‘Amendments to Australian Accounting Standards –	1 January 2016	30 June 2017
Disclosure Initiative: Amendments to AASB 101’
AASB 2016-2 ‘Amendments to Australian Accounting Standards –	1 January 2017	30 June 2018
Disclosure Initiative: Amendments to AASB 107
AASB 2016-5 ‘Amendments to Australian Accounting Standards –	1 January 2018	30 June 2019
Classifcation and Measurement of Share-based Payment Transactions
		2016	2015
		$’000	$’000
3. Revenue
The following is an analysis of the group’s revenue for the year from continuing operations (excluding other revenue – refer note 4):
– Revenue from sale of goods		32,109	36,496
– Revenue from the rendering of services		2,338	2,372
– Revenue from projects and installations(a)		21,961	15,264
Total revenue		56,408	54,132
(a) Revenue from projects and installations includes revenue characterised as construction contract revenue under AASB 111 of $21.96			million
(2015: $15.26 million). Construction contracts in progress are detailed in note 18.
4. Other revenue
Interest revenue		34	107
Rental Income		36	36
Other		52	51
Total other revenue		122	194
The following is an analysis of other revenue earned on fnancial assets by category of asset:
Loans and receivables (including cash and bank balances)		34	107
Total interest income for fnancial assets not designated at fair value through proft or loss		34	107
Rental Income		36	36
Other income earned on non-fnancial assets		52	51
		122	194

TAG PACIFIC LIMITED

24

Notes to the financial statements for the financial year ended 30 June 2016 5. Other income 6. Finance costs 7. Loss for the year 8. Income tax expense

	2016	2015
	$’000	$’000
5. Other income
Gain on disposal of assets	27	5
Fair value gain on assets designated at fair value through proft or loss	62	77
Total other income	89	82
6. Finance costs
Finance costs
– banks/fnancial institutions	287	293
– fnance lease charges	26	25
Total fnance costs	313	318
7. Loss for the year
The loss before income tax has been determined after:
Depreciation and amortisation expense
– Depreciation of property plant & equipment	465	424
– Amortisation of intangible assets	–	102
Total depreciation and amortisation expense	465	526
Employee benefts expense
– Post-employment benefts	806	976
– Short-term employee benefts	12,876	13,525
– Share-based payments	5	9
Total employee benefts expense	13,687	14,510
Impairment expense (notes 15 and 17)	–	2,324
Provision for doubtful debts raised	75	36
Operating lease rentals – minimum lease payments	1,050	1,184
Net foreign exchange (gain)/loss	(253)	73
Write down of inventory to realisable values	160	542

8. Income tax expense

(a) The components of income tax expense comprise:

8. Income tax expense (a) The components of income tax expense comprise:
Current tax
In respect of the current year	–	–
Over provision in respect of prior years	–	(31)
	–	(31)
Deferred tax
In respect of the current year	–	4,868
Total income tax expense recognised in the current year	–	4,837

ANNUAL REPORT 2016

25

Notes to the financial statements for the financial year ended 30 June 2016 8. Income tax expense continued 9. Cash & cash equivalents

	2016	2015
	$’000	$’000
(b) The prima facie tax on loss before income tax is reconciled to income tax as follows:
Prima facie tax beneft on loss before income tax at 30%	(318)	(2,180)
Add/(less) tax effect of:
– impairment expense in respect of goodwill and other intangibles not tax deductible	–	698
– unused tax losses not brought to account	318	1,482
– effect of unused tax losses previously recognised as deferred taxation asset now expensed	–	4,868
– under provision for income tax in prior year	–	(31)
Income tax expense attributable to the entity	–	4,837
The applicable weighted average effective tax rates are as follows:	–	–

The tax rate used for the reconciliations above is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law.

9. Cash & cash equivalents

For the purposes of the consolidated statement of cash flows, cash and cash equivalents include cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the statement of financial position as follows:

Cash and bank balances	3,685	5,231
Short-term bank deposits	149	449
	3,834	5,680
The weighted average effective interest rate on cash and cash equivalents for the fnancial year ended 30 June 2016 was 0.71% (2015: 1.27%).
Reconciliation of loss for the year to net cash fow from operating activities
Loss from operating activities after income tax	(1,060)	(12,101)
Non-cash fows
– amortisation	–	102
– depreciation	465	424
– share based payments	5	9
– unrealised currency (gains)/losses	(253)	73
– gain on sale of property, plant and equipment	(27)	(5)
– impairment expense	–	2,324
Changes in assets and liabilities
– increase in receivables, prepayments and other assets	(2,126)	(1,273)
– decrease in inventories	846	3,148
– decrease in trade creditors & accruals	(795)	(971)
– increase/(decrease) in provisions	82	(432)
– decrease in income tax balances	–	4,868
Net cash used by operating activities	(2,863)	(3,834)
Liquidity risk management
Financing facilities1
Credit facilities	13,203	13,241
Amounts utilised	(7,513)	(9,602)
Unused credit facilities	5,690	3,639

1. Finance facilities include bank guarantees.

TAG PACIFIC LIMITED

26

Notes to the financial statements for the financial year ended 30 June 2016 9. Cash & cash equivalents continued 10. Trade & other receivables 11. Inventories

Loan and non-financial facilities

Loan and non-financial facilities are arranged with a number of Australian and New Zealand institutions with the general terms and conditions being set and agreed to annually. Interest rates are variable and subject to adjustment.

Non-cash financing and investment activities

During the year the Tag Group acquired plant and equipment with an aggregate value of $76,000 (2015: $37,000) by means of finance leases and hire purchases. These acquisitions are not reflected in the consolidated statement of cash flows.

	2016	2015
	$’000	$’000
10. Trade & other receivables
Trade receivables	9,129	7,043
Allowance for doubtful debts	(88)	(74)
	9,041	6,969
Other debtors	852	937
Accrued revenue receivable	4,056	4,190
Total trade & other receivables	13,949	12,096
Ageing of past due but not impaired
60-90 days	511	120
90-120 days	502	286
Total	1,013	406
Average age of trade receivables (days)	52	48
Movement in the allowance for doubtful debts
Balance at the beginning of the year	74	149
Impairment losses recognised on receivables	65	70
Amounts written off during the year as uncollectible	(51)	(145)
Balance at the end of the year	88	74

The average credit period on sales of goods and rendering of services ranges from 30 to 60 days. The Tag Group has provided for receivables based on estimated unrecoverable amounts from sales of goods and rendering of services, determined by reference to the particular circumstances in relation to the debt and past default experience.

In determining the recoverability of a trade receivable, the Tag Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision required in excess of the allowance for doubtful debts. There is no security held in relation to these balances.

Ageing of impaired trade receivables

Ageing of impaired trade receivables
90-120 days	88	74
Total	88	74
11. Inventories
At lower of cost and net realisable value:
Raw materials	307	296
Goods-in-transit	656	262
Finished goods	6,969	8,366
Total inventories	7,932	8,924

The cost of inventory recognised as an expense during the year was $43.0 million (2015: $42.5 million).

ANNUAL REPORT 2016

27

Notes to the financial statements for the financial year ended 30 June 2016 12. Other assets 13. Subsidiaries 14. Other financial assets

	2016	2015
	$’000	$’000
12. Other assets
Current
Prepayments	531	354
Total other assets	531	354

13. Subsidiaries

Details of the Group’s subsidiaries at 30 June 2016 are as follows:

Entity	Place of	Class of	% Owned	% Owned
	incorporation	share	2016	2015
Electro Securities Pty Limited	Australia	ord	100	100
Fibumi Pty Ltd	Australia	ord	100	100
MPower Business Services Pty Limited	Australia	ord	100	100
MPower Group Pty Limited	Australia	ord	100	100
MPower Nominees Pty Limited	Australia	ord	100	100
MPower Products Pty Limited	Australia	ord	100	100
MPower Projects Pty Limited	Australia	ord	100	100
MPower Solar Systems Pty Limited	Australia	ord	100	100
Power Property Nominees Pty Ltd(i)	Australia	ord	75	75
Power Property Unit Trust(i)	Australia	units	55	55
ShareCover Pty Limited	Australia	ord	100	100
ShareCover Services Pty Limited	Australia	ord	100	100
Tagpac Financial Services Pty Limited	Australia	ord	100	100
Tagpac Securities Ltd	Australia	ord	100	100
Techno Holdings Pty Limited	Australia	ord and pref	100	100
Flatbat Ltd(ii)	New Zealand	ord	100	100
MPower Pacifc Limited(ii)	New Zealand	ord	100	100
PISL Limited(ii)	New Zealand	ord	100	100
Spedding Ltd(ii)	New Zealand	ord	100	100
MPower Samoa Limited(ii)	Samoa	ord	100	100

(i) The Tag group has majority ownership and board representation of all non-wholly owned subsidiaries. Percentages have been rounded. (ii) Companies incorporated in New Zealand and Samoa carry on business primarily in their respective countries.

	2016	2015
	$’000	$’000
14. Other financial assets
Current
Derivatives designated and effective as hedging instruments carried at fair value
Forward exchange contracts	124	43
Non-current
Financial assets designated as at fair value through proft or loss
Shares in listed corporations	–	62

The financial assets have been classified in this manner as this group of assets is managed and its performance is evaluated monthly on a fair value basis in accordance with an investment strategy. The shares in listed corporations were disposed of during the year.

TAG PACIFIC LIMITED

28

Notes to the financial statements for the financial year ended 30 June 2016 15. Property, plant & equipment

				2016	2015
				$’000	$’000
15. Property, plant &	equipment
Cost or valuation				6,848	6,640
Accumulated depreciation				(3,947)	(3,657)
Total property, plant & equipment				2,901	2,983
Plant & equipment				761	873
Leasehold improvements				1	25
Capitalised leased assets				381	397
Land & buildings				1,758	1,688
Total property, plant & equipment				2,901	2,983
Cost	Plant &	Leasehold	Capitalised	Land &	Total
	equipment	improvements	leased assets	buildings at
	at cost	at cost	at cost	fair value
	$’000	$’000	$’000	$’000	$’000
Balance at 30 June 2014	3,757	252	763	1,805	6,577
Additions	225	–	37	–	262
Other disposals	(95)	(64)	(9)	–	(168)
Effect of foreign currency exchange differences	(31)	–	–	–	(31)
Balance at 30 June 2015	3,856	188	791	1,805	6,640
Additions	280	–	76	–	356
Revaluation of assets	–	–	–	95	95
Other disposals	(182)	–	(81)	–	(263)
Effect of foreign currency exchange differences	20	–	–	–	20
Balance at 30 June 2016	3,974	188	786	1,900	6,848
Accumulated depreciation	Plant &	Leasehold	Capitalised	Land &	Total
	equipment	improvements	leased assets	buildings
	$’000	$’000	$’000	$’000	$’000
Balance at 30 June 2014	(2,769)	(159)	(309)	(91)	(3,328)
Eliminated on disposals of assets	83	62	5	–	150
Depreciation expense	(273)	(36)	(90)	(26)	(425)
Impairment expense	(37)	(30)	–	–	(67)
Effect of foreign currency exchange differences	13	–	–	–	13
Balance at 30 June 2015	(2,983)	(163)	(394)	(117)	(3,657)
Eliminated on disposals of assets	136	–	58	–	194
Depreciation expense	(346)	(24)	(69)	(25)	(464)
Impairment expense	–	–	–	–	–
Effect of foreign currency exchange differences	(20)	–	–	–	(20)
Balance at 30 June 2016	(3,213)	(187)	(405)	(142)	(3,947)
Net Balance at 30 June 2016	761	1	381	1,758	2,901
Net Balance at 30 June 2015	873	25	397	1,688	2,983

Assets pledged as security

The Group’s freehold land and buildings are measured on a fair value basis. The freehold land and buildings have been pledged as security for bank loans under a mortgage that was used to acquire the land and buildings. The Group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity. Buildings are depreciated at the rate of 2.5% per year.

ANNUAL REPORT 2016

29

Notes to the financial statements for the financial year ended 30 June 2016 15. Property, plant & equipment continued 16. Taxation

Fair value measurement of the Group’s freehold land and buildings

An independent valuation of the Group’s land and buildings was performed by Savills Valuations Pty Limited during June 2016 to determine the fair value of the land and buildings. The valuation which conforms to International Valuation Standards, was determined by reference to market transactions on arm’s length terms. The fair value was determined principally based on the income capitalisation method of valuation.

The Group has classified its freehold land and buildings as Level 3 hierarchy assets due to their fair value being based on unobservable inputs as follows:

Class of property Fair value hierarchy Fair value 2016 Valuation technique	Key unobservable inputs Input range 2016 Relationship of unobservable input to fair value
Commercial Level 3 $1,758,000 Income capitalisation method	Market rent $86-$96m2 The higher the passing and market rent per square metre, the higher the fair value.
	Capitalisation rate 7.00%-8.00% The higher the capitalisation rate, the lower the fair value.
	2016 2015 $’000 $’000
Had the Group’s land and buildings been measured on a historical cost Land and buildings	basis, their carrying amount would have been as follows: 876 901

16. Taxation

Current tax liabilities

Current tax liabilities
Income tax attributable to entities in the consolidated group	–	–
Deferred tax balances	–	–
Deferred tax assets not brought to account which will only be realised if the conditions for	deductibility set out in note 2(b) occur	comprise:
– timing differences	729	803
– revenue losses	6,857	6,061
– capital losses	4,015	4,015

The recoverability of the deferred tax assets has been determined by reference to forecast future taxable profits of the group. As a result of the uncertainty as to the timing of utilisation of tax losses, deferred tax assets of $4.868 million were derecognised during the 2015 financial year. This position is reassessed on an ongoing basis. Despite the derecognition of these losses on the statement of financial position, the losses will remain available indefinitely to offset against future taxable profits, subject to continuing to meet the statutory tax tests of continuity of ownership or failing that, the same business test.

Tax consolidation

The company and its wholly-owned Australian resident entities have formed a tax-consolidated group and are therefore taxed as a single entity. The head entity within the tax-consolidated group is Tag Pacific Limited. The wholly-owned Australian resident entities that are members of the tax-consolidated group are included in the list of subsidiaries in note 13. MPower Group Pty Limited and its Australian resident subsidiaries joined the Tag Pacific Limited tax consolidated group on 28 September 2012 on acquisition by Tag of the minority interest.

Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by the company (as head entity in the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the company and each member of the group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the tax-consolidated group in accordance with the arrangement.

TAG PACIFIC LIMITED

30

Notes to the financial statements for the financial year ended 30 June 2016 17. Intangible assets

				2016	2015
				$’000	$’000
17. Intangible assets
Cost				4,448	4,448
Accumulated amortisation and impairment				(4,448)	(4,448)
Total intangible assets				–	–
Cost	Capitalised	Goodwill	Trademarks	Other	Total
	development
	costs
	$’000	$’000	$’000	$’000	$’000
Balance at 30 June 2014	314	2,942	296	691	4,243
Additions	–	–	40	165	205
Balance at 30 June 2015	314	2,942	336	856	4,448
Additions	–	–	–	–	–
Balance at 30 June 2016	314	2,942	336	856	4,448
Accumulated amortisation	Capitalised	Goodwill	Trademarks	Other	Total
and impairment losses	development
	costs
	$’000	$’000	$’000	$’000	$’000
Balance at 30 June 2014	(314)	(1,275)	(270)	(230)	(2,089)
Amortisation expense	–	–	(4)	(98)	(102)
Impairment expense	–	(1,667)	(62)	(528)	(2,257)
Balance at 30 June 2015	(314)	(2,942)	(336)	(856)	(4,448)
Amortisation expense	–	–	–	–	–
Impairment expense	–	–	–	–	–
Balance at 30 June 2016	(314)	(2,942)	(336)	(856)	(4,448)
Net balance at 30 June 2016	–	–	–	–	–
Net balance at 30 June 2015	–	–	–	–	–

The impairment testing performed at 31 December 2014 resulted in the impairment of all intangibles and an impairment charge of $2,257,000 being recognised in profit or loss for the 2015 financial year. Amortisation and impairment loss charges for intangible assets are included under note 7.

ANNUAL REPORT 2016

31

Notes to the financial statements for the financial year ended 30 June 2016 18. Construction contracts 19. Trade & other payables 20. Borrowings

2016	2015
$’000	$’000

18. Construction contracts

Contracts in progress

Contracts in progress
Recognised and included in the fnancial statements as amounts due:
Revenue accrued due from customers under construction contracts	4,056	2,763
Revenue accrued due to customers under construction contracts	–	(21)
Net revenue accrued under construction contracts	4,056	2,742
Retentions on construction contracts in progress	220	7
Advances received on construction contracts in progress	–	53
Accrued revenue on construction contracts in progress	4,056	2,763
Accrued costs on construction contracts in progress	1,567	1,028

The above relates to power projects that are characterised as construction contract revenue under AASB 111.

Revenue from construction contracts is detailed in note 3.

19. Trade & other payables

19. Trade & other payables
Current unsecured liabilities
– trade payables	5,543	5,136
– sundry payables and accrued expenses	4,030	5,369
	9,573	10,505

The general policy for subsidiaries within the Tag Group with foreign currency exposure arising from cross border trading is to hedge between 50% and 100% of the exposure.

The credit period on purchases from overseas suppliers generally ranges from 30 to 90 days. No interest is charged on trade payables paid within the relevant supplier term. Average credit periods for local purchases range from 7 to 30 days.

20. Borrowings

20. Borrowings
Current
– Bank facilities (secured)	3,547	3,451
– Other interest bearing liabilities	108	113
– Asset fnance liabilities (secured) (refer note 27)	116	167
	3,771	3,731
Non-current
– Bank facilities (secured)	1,037	1,087
– Asset fnance liabilities (secured) (refer note 27)	279	288
	1,316	1,375

Bank facilities are fully secured by registered mortgage debentures given by controlled entities over their assets. The total carrying amounts of assets pledged as security are $28,709,423 (2015: $29,319,639).

Summary of borrowing and financial facility arrangements

The covenants and specific conditions which apply to the bank facilities are as follows:

• (a) The Power Property Unit Trust has $1.1 million of the bank borrowings from National Australia Bank Limited charged at an interest rate of 5.65%. The facility has no financial covenants for the year ending 30 June 2016.

(b) MPower Group Pty Ltd (and subsidiaries) has $3.5 million of borrowings from St George Bank Limited charged at a weighted average interest rate of 6.49%. At 30 June 2016 the MPower Group was required to maintain a maximum gearing ratio of two times net tangible assets and a minimum liquidity ratio of current assets to current liabilities (excluding provisions) of 1.25 times.

There were no breaches of any covenants at 30 June 2016 (2015: nil).

The lease liabilities are secured by the leased assets as disclosed in note 15.

TAG PACIFIC LIMITED

32

Notes to the financial statements for the financial year ended 30 June 2016 21. Provisions 22. Other liabilities 23. Issued capital

	2016	2015
	$’000	$’000
21. Provisions
Employee benefts(a)	1,799	1,753
Warranties(b)	171	295
Total provisions	1,970	2,048
Current	1,875	1,926
Non-current	95	122
Total provisions	1,970	2,048
Warranties
Opening balance at beginning of year	295	277
Provisions (reversed)/raised during year	(110)	80
Amounts used	(14)	(62)
Balance at end of year	171	295

(a) The provision for employee benefits represents annual leave and long service leave entitlements accrued by employees. A provision has been recognised for employee entitlements relating to long service leave. The calculation for the present value of future cash flows in respect of long service leave is based on historical data. The measurement and recognition criteria relating to employee benefits have been included in note 2.

(b) The provision for warranty claims represents the present value of the directors’ best estimate of the future outflow of economic benefits that will be required under the Tag Group’s warranty program for projects undertaken or products sold. The estimate has been made on the basis of historical warranty trends and may vary as a result of new materials, altered manufacturing processes, other events affecting product quality or changes in the nature of projects undertaken.

22. Other liabilities

Current

Current
Construction contract advances received	–	53
Forward exchange contract liability	150	157
Lease incentive	–	12
Customer deposits in advance	63	64
Total current other liabilities	213	286

23. Issued capital

23. Issued capital
124,328,175 (2015: 93,717,749) fully paid ordinary shares	23,410	22,246
	Number of	Share
	shares	capital
	’000	$’000
Balance at 30 June 2014	93,717	22,246
Shares issued during the year	–	–
Balance at 30 June 2015	93,717	22,246
Shares issued during the year(a)	30,611	1,164
Balance at 30 June 2016	124,328	23,410

Effective 1 July 1998, the Company Law Review Act abolished the concept of par value shares and the concept of authorised capital. Accordingly, the company does not have authorised capital or par value in respect of the issued shares.

ANNUAL REPORT 2016

33

Notes to the financial statements for the financial year ended 30 June 2016

23. Issued capital continued 24. Reserves

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 is entitled to one vote for each share held.

• (a) During the financial year 30,610,426 shares were issued through a non-renounceable rights issue raising a total of $1,164,000 net of issue costs (2015: nil). Eligible shareholders were entitled to apply for 11 fully paid ordinary shares for every 20 ordinary shares held.

• (b) During the financial year, an on-market share buy-back facility was in place. No shares were acquired under the facility during the year and to date a total of 1,532,983 shares have been purchased for $368,541.

• (c) 9,965,872 listed options exerciseable at $0.1929 per option and expiring on 4 October 2017 remain on issue at 30 June 2016 (2015: 9,965,872).

• (d) 1,523,000 unlisted executive share options remain on issue at 30 June 2016 (refer note 30).

	2016	2015
	$’000	$’000
24. Reserves
Revaluation reserve(a)	351	301
Share option reserve(b)	255	249
Foreign currency translation reserve(c)	(155)	(224)
Cash fow hedge reserve(d)	(42)	(29)
Total reserves	409	297
(a) Revaluation reserve
Balance at beginning of the year	301	301
Revaluation of property net of minority interests	50	–
Balance at end of the year	351	301
The revaluation reserve records a revaluation of land and buildings (refer note 15).
(b) Share option reserve
Balance at beginning of the year	249	240
Share based payments for the year	6	9
Balance at end of the year	255	249
The share option reserve records items recognised as expenses in relation to executive share options.
(c) Foreign currency translation reserve
Balance at beginning of the year	(224)	(104)
Exchange differences arising on translating the foreign operations	69	(120)
Balance at end of the year	(155)	(224)
The foreign currency translation reserve records exchange differences arising on translation of foreign controlled entities.
(d) Cash fow hedge reserve
Balance at beginning of the year	(29)	(23)
Cash fow hedges movements for the year net of tax	(13)	(6)
Balance at end of the year	(42)	(29)

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognised and accumulated under the heading of cash flow hedge reserve will be reclassified to profit or loss only when the hedged transaction affects the profit or loss, or is included as an adjustment to the non-financial hedged item, consistent with the relevant accounting policy.

Losses arising on changes in fair value of hedging instruments reclassified from equity into profit or loss during the year are included in the following line items in the consolidated statement of profit or loss and other comprehensive income:

Other expenses	(15)	(57)
Income tax expense	5	17
Total	(10)	(40)

TAG PACIFIC LIMITED

34

Notes to the financial statements for the financial year ended 30 June 2016 25. Non-controlling interest in controlled entities 26. Dividends 27. Capital and leasing commitments 28. Segment information

8. Segment	information
2016	2015
$’000	$’000

25. Non-controlling interest in controlled entities

25. Non-controlling interest in controlled entities	$’000	$’000
Non-controlling interest comprises:
– profts	382	333
26. Dividends
Recognised amounts
No dividends were paid during the current or previous years.
Balance of franking account at year end adjusted for franking credits arising from payment of provision
for income tax, amounts transferred in and franking debits arising from payment of dividends	7,420	7,420

27. Capital and leasing commitments

Operating lease commitments

Operating leases are non-cancellable property leases with varying terms, with variable renewable options and contingent rental provisions. Non-cancellable operating leases contracted for but not capitalised in the financial statements

Minimum lease payments payable
– not later than one year	528	787
– later than one year but not later than fve years	1,419	1,248
Minimum lease payments	1,947	2,035

Finance lease commitments

Finance lease commitments
Finance leases relate principally to motor vehicles with terms up to 5 years typically with a 20% residual value
Minimum lease payments payable
– not later than one year	138	189
– later than one year but not later than fve years	306	318
Minimum lease payments	444	507
Less: future fnance charges	(49)	(52)
Present value of minimum lease payments	395	455

28. Segment information

(a) Products and services from which reportable segments derive their revenues

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. The Group’s reportable segments under AASB 8 are therefore as follows:

• J Power investments – consists of MPower Group Pty Limited, MPower Business Services Pty Ltd, MPower Products Pty Ltd, MPower Pacific Ltd, MPower Projects Pty Ltd, MPower Samoa Limited, MPower Solar Systems Pty Ltd and MPower Nominees Pty Ltd (all 100% owned at 30 June 2016). This group is a leading provider of innovative and dependable power solutions for use in all manner of emergency, back-up, generated and renewable power situations in Australia, New Zealand and the Pacific Islands.

• J Property investments consist principally of Tag’s investments in the Power Property Unit Trust which owns a property occupied by MPower Group in Melbourne, Victoria.

ANNUAL REPORT 2016

35

Notes to the financial statements for the financial year ended 30 June 2016 28. Segment information continued

(b) Segment revenues and results

The following is an analysis of the Group’s revenue and results from continuing operations by reportable segment:

	Segment	revenue	Segment	proft/(loss)
	2016	2015	2016	2015
	$'000	$'000	$'000	$'000
Continuing operations
Power investments	56,485	54,266	782	(4,499)
Property investments	171	171	163	158
Other (net of inter-segment eliminations)	(126)	(111)	(126)	(111)
Total for continuing operations	56,530	54,326	819	(4,452)
Depreciation and amortisation expense			(465)	(526)
Finance costs			(313)	(318)
Unallocated costs			(1,101)	(1,968)
Consolidated segment loss for the year			(1,060)	(7,264)

Revenue reported above represents revenue generated from external customers. The only inter-segment sale during the year was rental income charged by the other investments segment to the power investments segment of $170,720 which was eliminated on consolidation (2015: $170,720).

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 2. Segment profit represents the profit earned by each segment without allocation of central administration costs and directors’ salaries, profits of associates, depreciation and amortisation costs, finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

(c) Segment assets and liabilities

(c) Segment assets and liabilities
	2016	2015
	$’000	$’000
Segments assets
Power investments	26,800	27,416
Property investments	2,005	1,903
Total segment assets	28,805	29,319
Unallocated assets	466	823
Consolidated assets	29,271	30,142
Segments liabilities
Power investments	15,112	15,940
Property investments	1,098	1,100
Total segment liabilities	16,210	17,040
Unallocated liabilities	633	905
Consolidated liabilities	16,843	17,945

For the purposes of monitoring performance and allocating resources between segments:

(i) All assets are allocated to reportable segments. There are no assets used jointly by reportable segments.

(ii) All liabilities are allocated to reportable segments. There are no liabilities for which reportable segments are jointly liable.

(d) Other segment information

(d) Other segment information
	Depreciation and			Additions to
		amortisation	non-current assets
	2016	2015	2016	2015
	$’000	$’000	$’000	$’000
Power investments	436	496	356	467
Property Investments	26	26	–	–
Unallocated	3	4	–	–
Total	465	526	356	467

In addition to the depreciation and amortisation reported above, impairment losses of $2,324,000 in respect of goodwill and other assets were recognised during the prior financial year. These impairment losses were attributable to the power investments segment.

TAG PACIFIC LIMITED

36

Notes to the financial statements for the financial year ended 30 June 2016 28. Segment information continued 29. Auditor’s remuneration 30. Employee benefits

(e) Revenue from major products and services

The following is an analysis of the Group’s revenue from continuing operations from its major products and services.

	2016	2015
	$’000	$’000
Power investments – project and installations revenue(i)	21,961	15,264
Power investments – other revenue(ii)	34,524	39,002
Other	45	60
Total	56,530	54,326

(i) Project and installations revenue includes revenue characterised as construction contract revenue under AASB 111 of $21.96 million (2015: $15.26 million).

(ii) Other revenue relates to the sale of goods and rendering of services.

(f) Geographical information

The investment in the power sector has business segments located across Australia and New Zealand. Specifically, geographical segments consist of branches across Australia in New South Wales, Victoria, Queensland, Western Australia and South Australia and includes overseas projects (including Samoa) managed in Australia. The New Zealand segment includes branches in Auckland, Wellington, Christchurch and Suva.

The Group’s revenue from continuing operations from external customers and information about its non-current assets by geographical location are detailed below.

		Revenue from		Non-current
	external customers			assets
	2016	2015	2016	2015
	$’000	$’000	$’000	$’000
Australia	49,154	47,152	2,559	2,725
New Zealand	7,376	7,174	342	320
Total	56,530	54,326	2,901	3,045

(g) Information about major customers

Included in revenues arising from power projects and installation revenue of $21.96 million (2015: $15.26 million) are revenues of $13.0 million (2015: $3.86 million) which arose from sales to the Group’s largest customer.

29. Auditor’s remuneration

29. Auditor’s remuneration
	2016	2015
	$	$
Remuneration of the auditor of Tag Group:
Deloitte Touche Tohmatsu (including network member frms)
– Auditing or reviewing fnancial statements	115,000	115,000
– Taxation services	17,203	5,326
Total	132,203	120,326

30. Employee benefits

Executive Share Option Plan

The following share-based payment arrangement existed at 30 June 2016.

Under the Tag Pacific Limited Executive Share Option Plan, the remuneration committee may offer options to executives having regard to their length of service with the group, the contribution made to the Tag Group by the executive, the potential contribution of the executive and any other matters considered relevant.

The maximum number of options that can be on issue at any time is 5% of the shares on issue at that time. In addition, the maximum number of options that can be issued to any one executive is 1,250,000.

An option may be exercised, if vested, by the relevant participant lodging a Notice of Exercise of Option and Application for Shares, together with the exercise price for each share to be issued on exercise. Options may only be exercised by a participant at the times and in the numbers and subject to the satisfaction of any conditions set by the remuneration committee at the time of the offer of the options. The remuneration committee may stipulate that options may only be exercised if the company achieves stipulated performance benchmarks.

ANNUAL REPORT 2016

37

Notes to the financial statements for the financial year ended 30 June 2016 30. Employee benefits continued 31. Related parties

There are no performance criteria that need to be met in relation to the options currently on issue, however, an option not exercised will lapse on the expiry of the exercise period or if the option holder no longer provides services to or is no longer employed by the company. Unless the remuneration committee determines otherwise, options may not be transferred.

There were no options granted under the Tag Pacific Limited Executive Share Option Plan during the current or previous years.

		Tag Group	Weighted average	Weighted average
				exercise price
	2016	2015	2016	2015
	No.	No.	$	$
Movement in the number of share options held by executives are as follows:
Opening balance	3,029,000	3,620,000	0.2410	0.2480
Lapsed/exercised during the year	(1,506,000)	(591,000)	0.2274	0.2850
Balance at end of the year	1,523,000	3,029,000	0.2394	0.2410

Details of the options on issue at year end were as follows:

	Expiry	Exercise	Fair value at	Number of
Grant date	date	price	grant date	options
11 August 2011	11 August 2016	$0.1929	$0.02	350,000
28 November 2012	31 May 2017	$0.2779	$0.02	788,000
10 October 2013	31 May 2017	$0.2029	$0.01	165,000
10 October 2013	31 May 2018	$0.2029	$0.01	220,000
Total				1,523,000

During the year no options were exercised under the Tag Pacific Limited Executive Share Option Plan and 1,506,000 share options lapsed. No person entitled to exercise an option had or has any right by virtue of the option to participate in any share issue of any other body corporate.

The options outstanding at 30 June 2016 had a weighted average exercise price of $0.2274, a weighted average remaining contracted life of 0.88 years and the exercise prices range from $0.1929 to $0.2779.

The fair value of options issued is calculated by using a Black Scholes option pricing model. Historical volatility has been the basis for determining expected share price volatility as it assumed that this is indicative of potential future movements, which may not eventuate.

Included under employee benefits expense in the statement of profit or loss and other comprehensive income is an expense of $5,232 (2015: $8,818) relating to equity-settled share-based payment transactions.

31. Related parties

Parent entity

The parent entity and ultimate parent entity of the group is Tag Pacific Limited.

Controlled entities

Information relating to controlled entities is set out in note 13.

Director related entities

(a) Anthony Australia Pty Limited

Peter Wise has a controlling interest in Anthony Australia Pty Ltd through family interests and Nathan Wise is a director of the company. During the year the company received management fees and allowances for services rendered of $387,000 (2015: $387,000) and acquired 21,829,326 ordinary shares in Tag Pacific Limited (2015: 38,210). The details of the fees and executive share options are included in the remuneration of directors’ disclosures in the Directors’ Report. 400,000 unlisted executive share options held by the company over unissued ordinary shares in Tag Pacific Limited lapsed during the year (2015: Nil).

(b) Investment Associates Pty Limited

Nathan Wise has a controlling interest in Investment Associates Pty Ltd through family interests. During the year the company received management fees for services rendered of $319,300 (2015: $319,300). No unlisted executive share options over unissued ordinary shares in Tag Pacific Limited were granted during the year (2015: Nil). The details of the fees and executive share options are included in the remuneration of directors’ disclosures in the Directors’ Report. 500,000 unlisted executive share options held by the company over unissued ordinary shares in Tag Pacific Limited lapsed during the year (2015: 150,000).

Directors

The names of the directors of the Tag Group during the year under review were Peter Wise, Nathan Wise, Gary Cohen, Robert Constable, Robert Moran, Richard Peterson and Gary Weiss. Information on the remuneration of directors and their respective periods of service is set out in the Directors’ Report. Information on directors’ interests in shares is detailed in the Directors’ Report.

TAG PACIFIC LIMITED

38

Notes to the financial statements for the financial year ended 30 June 2016 31. Related parties continued continued 32. Earnings per share 33. Subsequent events

Key management personnel

The names and positions held by key management personnel of the Tag Group who have held office during the current and previous financial years are:

• J Peter Wise – Chairman (executive)

• J Nathan Wise – Chief Executive Officer and Managing Director

• J Gary Cohen – Non-executive Director

• J Robert Constable – Non-executive Director

• J Robert Moran – Non-executive Director

• J Richard Peterson – Non-executive Director – retired 27 April 2016

• J Gary Weiss – Non-executive Director

• J Darrell Godin – Chief Financial Officer and Company Secretary

• J Anthony Csillag – Managing Director, MPower Projects

The aggregate compensation made to directors and other key management personnel of the parent entity and consolidated group are set out below:

		Tag Group
	2016	2015
	$	$
Short-term employee benefts	1,356,479	1,345,256
Post-employment benefts	48,663	45,527
Other payments	12,993	11,602
Share based payments	3,255	5,422
	1,421,390	1,407,807

Key management personnel remuneration has been included in the remuneration section of the Directors’ Report.

32. Earnings per share

32. Earnings per share
	2016	2015
	cents	cents
	per share	per share
Basic earnings per share	(1.0)	(12.9)
Diluted earnings per share	(1.0)	(12.9)
	2016	2015
	$’000	$’000
Reconciliation of earnings to net loss
Net loss after income tax	(1,060)	(12,101)
Attributable to non-controlling interests	(34)	(30)
Earnings used in the calculation of basic and diluted earnings per share	(1,094)	(12,131)
Weighted average number of shares used in the calculation of basic earnings per share	109,148,758	93,717,749
Weighted average number of shares used in the calculation of diluted earnings per share	109,148,758	93,717,749

No dilution has been included as losses were incurred in the current and previous years.

33. Subsequent events

No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Tag Group, the results of those operations, or the state of affairs of the Tag Group in future financial years.

ANNUAL REPORT 2016

39

Notes to the financial statements for the financial year ended 30 June 2016 34. Financial instruments

34. Financial instruments

(a) Capital risk management

The Tag Group manages its capital to ensure that entities in the Tag Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. This strategy remains unchanged from the previous year.

The capital structure of the Tag Group consists of cash and cash equivalents, debt (including the borrowings disclosed in note 20), and equity attributable to equity holders of the Tag Parent, comprising issued capital (disclosed in note 23), reserves (disclosed in note 24) and retained earnings. The Tag Group also utilises certain off-balance sheet bank financing arrangements, including documentary credit facilities to facilitate the purchase of goods from overseas suppliers and the provision of performance guarantees to customers. The Tag Group operates internationally through subsidiary companies established in Samoa, New Zealand and a branch in Fiji. None of the Tag Group entities are subject to externally-imposed capital requirements other than those specific bank covenants and conditions referred to under note 20. Operating cash flows are used to maintain and expand the group’s manufacturing and distribution assets, as well as to make routine outflows of tax, dividends and repayment of maturing debt.

Gearing ratio

The Tag Group’s senior management reviews the capital structure on a semi-annual basis. As part of this review, senior management considers the cost of capital and the risks associated with each class of capital. The Tag Group has a target gearing ratio in line with the industry custom that is determined as a proportion of net debt to equity. The Tag Group balances its overall capital structure through the payment of dividends, new share issues and share buy-backs as well as the issue of new debt or the redemption of existing debt.

The gearing ratio at year-end was as follows:

	2016	2015
	$’000	$’000
Debt(i)	5,087	5,106
Cash and cash equivalents	(3,834)	(5,680)
Net debt/(cash)	1,253	(574)
Equity(ii)	12,428	12,197
Net debt/(cash) to equity ratio	10.1%	(4.7%)

(i) Debt is defined as long-term and short-term borrowings, as detailed in note 20.

(ii) Equity includes all capital, reserves and non-controlling interests.

(b) Categories of financial instruments

(b) Categories of fnancial instruments
	2016	2015
	$’000	$’000
Financial assets
Loans and receivables	13,949	12,096
Cash and cash equivalents	3,834	5,680
Fair value through proft or loss – designated	–	62
Forward exchange contract assets	124	43
Financial liabilities
Amortised cost	14,660	15,611
Forward exchange contract liabilities	150	157

(c) Financial risk management objectives

The Tag Group’s corporate treasury function provides services to the business, including negotiation and ongoing co-ordination of financing facilities, and monitors and manages the financial risks relating to the operations of the Tag Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk where appropriate.

The Tag Group generally hedges 50% to 100% of its foreign currency exposures. For certain entities within the Tag Group the use of these derivatives is subject to prior approval of the Tag corporate treasury function and of the board of the relevant entity.

The Tag Group does not enter into or trade financial instruments for speculative purposes.

The board of Tag Pacific Limited is ultimately responsible for ensuring that there is an effective risk management control framework in place.

TAG PACIFIC LIMITED

40

Notes to the financial statements for the financial year ended 30 June 2016 34. Financial instruments continued

(d) Market risk

The Tag Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (refer note 34(e)) and interest rates (refer note 34(f)).

Market risks are reviewed at least monthly at a Tag Group level and at a subsidiary company level.

There has been no change to the Tag Group’s exposure to market risks or the manner in which it manages and measures the risk from the previous year.

(e) Foreign currency risk management

The Tag Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise.

To manage its exposure to foreign currency risk the Tag Group enters into forward foreign exchange contracts to hedge the exchange rate risk arising on sales denominated in foreign currencies and the import of power related products from countries including Europe, China, Singapore and the United States.

The carrying amount of the Tag Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows:

		Liabilities		Assets
	2016	2015	2016	2015
	$’000	$’000	$’000	$’000
New Zealand Dollars	1,305	1,123	3,126	2,560
US Dollars	643	1,130	–	5
Euros	–	341	59	1
Singapore Dollars	442	137	–	–
British Pounds	–	–	5	–
Fiji Dollars	15	124	2	190
Total	2,405	2,855	3,192	2,756

Foreign currency sensitivity analysis

The following table details the Tag Group’s sensitivity to a 10% increase or decrease in the Australian Dollar against the relevant foreign currencies. This sensitivity of 10% represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number indicates an increase in profit where the Australian Dollar strengthens against the respective currency. For a weakening of the Australian Dollar against the respective currency, there would be an equal and opposite impact on the profit, and the balances below would be negative.

	2016	2015
	$’000	$’000
Proft or loss
US Dollars	58	102
NZ Dollars	(166)	(131)
Euros	(5)	31
Singapore Dollars	40	125
Fiji Dollars	1	(6)
Total	(72)	121

Forward foreign exchange contracts

The Tag Group has entered into contracts to purchase power related products from suppliers in countries including the United States, China, Singapore and Europe. The Tag Group has also entered contracts with customers denominated in USD. The relevant subsidiaries have entered into forward foreign exchange contracts for terms not exceeding 2 years to cover anticipated foreign currency payments and receipts within 50% to 100% of their respective exposures, which are designated into cash flow hedges.

At 30 June 2016, the aggregate amount of gains/(losses) under forward foreign exchange contracts recognised in other comprehensive income and accumulated in the cash flow hedging reserve relating to these anticipated future transactions is a profit of $15,067 (2015: loss of $57,000). It is anticipated the purchases of products will take place during the first 6 months of the next financial year at which time the amount deferred in equity will be included in the carrying amount of inventory. It is anticipated the inventory will be sold within 6 months after purchase, at which time the amount deferred in equity will be reclassified to profit or loss.

ANNUAL REPORT 2016

41

Notes to the financial statements for the financial year ended 30 June 2016 34. Financial instruments continued

The following table details the forward foreign currency contracts for the Tag Group outstanding as at reporting date:

Outstanding contracts		Average	Foreign	currency	Contract	value		Fair value
	exchange rate			amount		in A$		in A$
	2016	2015	2016	2015	2016	2015	2016	2015
			FC’000	FC’000	$’000	$’000	$’000	$’000
Consolidated
Buy US Dollars
Less than 3 months	0.7075	0.7793	102	1,066	144	1,368	(6)	19
3 to 12 months	0.7385	0.7661	2,876	1,418	3,894	1,851	1	6
Sell US Dollars
Less than 3 months	0.7290	0.7707	3,296	546	4,521	709	79	(4)
3 to 12 months	0.8949	0.8542	429	1,277	479	1,495	(102)	(132)
Buy Euro
Less than 3 months	–	0.6789	–	436	–	642	–	(6)
3 to 12 months	0.6332	–	12	–	20	–	–	–
Buy Singapore Dollars
Less than 3 months	0.9986	1.0587	483	140	484	132	(1)	3
3 to 12 months	1.0118	1.0260	270	536	267	522	3	(1)
Buy Danish Krone
Less than 3 months	–	5.3420	–	171	–	31	–	1
Total					9,809	6,750	(26)	(114)

(f) Interest rate risk management

The Tag Group is exposed to interest rate risk as entities in the Tag Group borrow funds at both fixed and floating interest rates. The risk is managed by the Tag Group by maintaining an appropriate mix between fixed and floating rate borrowings. The Tag Group does not enter into interest rate hedging activities.

Exposures to interest rates on the financial liabilities of the Tag Group are detailed in note 34(h) below.

Interest rate sensitivity analysis

The following analysis illustrates the Tag Group’s sensitivity to a 200 basis point (i.e. 2% p.a.) increase or decrease in nominal interest rates, based on exposures in existence at the reporting date. This represents management’s assessment of the reasonably possible change in interest rates as at that date.

At reporting date, if interest rates on borrowings had been 200 basis points higher (or lower) and all other variables were held constant, the Tag Group’s net profit would decrease/(increase) by $92,000 (2015: $91,000). This is mainly attributable to the Tag Group’s exposure to interest rates on its variable rate borrowings.

There was no significant change in the Tag Group’s sensitivity to interest rates during the current year.

At reporting date, if interest rates had been 200 basis points higher (or lower) and all other variables were held constant, the Tag Group’s net profit would increase/(decrease) on deposits by $74,000 (2015: $105,000). This is mainly attributable to the Tag Group’s exposure to interest rates on its cash and cash equivalents.

(g) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Tag Group. The Tag Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Tag Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management of each operating subsidiary on a regular basis.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate and available, credit guarantee insurance is purchased.

The Tag Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

TAG PACIFIC LIMITED

42

Notes to the financial statements for the financial year ended 30 June 2016 34. Financial instruments continued

The following table sets out the carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, representing the Tag Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained:

		Maximum risk
	2016	2015
	$’000	$’000
Tag Group
Trade and other receivables	13,949	12,096
Total	13,949	12,096

(h) Liquidity risk management

Liquidity risk is the risk that the Tag Group will encounter difficulty in meeting its obligations associated with financial liabilities.

Ultimate responsibility for liquidity risk management rests with the Tag Parent board of directors, who have built an appropriate liquidity risk management framework for the management of the Tag Group’s short, medium and long-term funding and liquidity management requirements. The Tag Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in note 9 is a listing of additional undrawn facilities that the Tag Group has at its disposal to further reduce liquidity risk.

Liquidity and interest risk tables

The following tables detail the Tag Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Tag Group can be required to pay. The table includes both interest and principal cash flows.

Tag Group	Weighted average	Less than	3	months	1-5 years	5+ years
	effective interest rate	3 months	to 1 year
	%	$’000		$’000	$’000	$’000
2016
Non-interest bearing liability	–	8,164		1,409	–	–
Finance lease liability	6.41	34		104	306	–
Variable interest rate instruments	6.29	3,497		50	483	554
Forward exchange contract liabilities	–	7		144	–	–
Total		11,702		1,707	789	554
2015
Non-interest bearing liability	–	8,880		1,639	–	–
Finance lease liability	6.90	47		142	318	–
Variable interest rate instruments	6.01	3,722		815	–	1,087
Forward exchange contract liabilities	–	18		139	–	–
Total		12,667		2,735	318	1,087

There were performance guarantee and surety bond contracts in respect of open construction contracts at year end of $952,000 (2015: $3,995,000). At the end of the year it was not probable that the counterparty to any of the performance guarantee contracts will claim under the contract. Consequently, the amount included in the above table is nil.

The Tag Group is planning to finance the payment of the above liabilities by way of expected cash-flow arising from operating activities based upon prepared forecasts and budgets.

ANNUAL REPORT 2016

43

Notes to the financial statements for the financial year ended 30 June 2016 34. Financial instruments continued

The following table details the Group’s expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Group’s liquidity risk management as the liquidity is managed on a net asset and liability basis.

Tag Group	Weighted average	Less than	3	months	1-5 years	5+ years
	effective interest rate	3 months	to 1 year
	%	$’000		$’000	$’000	$’000
2016
Non-interest bearing	–	18,536		–	–	–
Variable interest rate instruments	0.65	3,685		–	–	–
Fixed interest rate instruments	2.05	46		100	3	–
Forward exchange contracts	–	79		45	–	–
Total		22,346		145	3	–
2015
Non-interest bearing	–	17,381		–	–	–
Variable interest rate instruments	1.16	5,227		–	–	–
Fixed interest rate instruments	2.71	346		100	3	–
Forward exchange contracts	–	26		17	–	–
Total		22,980		117	3	–

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.

(i) Fair value measurements recognised in the statement of financial position

Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a recurring basis

Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).

	Fair	value as at
Financial assets/ fnancial liabilities	30 June 2016	30 June 2015	Fair value hierarchy	Valuation technique and key inputs	Signifcant unobservable	Relationship of unobservable
					inputs	inputs to
						fair value
	$’000	$’000
Equity securities	–	62	Level 1	Quoted bid prices in an active	N/A	N/A
				market.
Foreign currency			Level 2	Discounted cash fow. Future cash	N/A	N/A
forward contracts				fows are estimated based on
Assets	124	43		forward exchange rates (from
Liabilities	150	157		observable forward exchange rates at the end of the reporting period)
				and contract forward rates,
				discounted at a rate that refects the
				credit risk of various counterparties.

Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis (but fair value disclosures are required)

The directors consider that the carrying amounts of the following financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values at 30 June:

	2016	2015
	$’000	$’000
Financial assets
Trade and other receivables	13,949	12,096
Cash and cash equivalents	3,834	5,680
Financial liabilities
Trade and other payables	9,573	10,505
Borrowings	5,087	5,106

TAG PACIFIC LIMITED

44

Notes to the financial statements for the financial year ended 30 June 2016 35. Parent entity disclosures 36. Contingent liabilities and contingent assets

		Tag Parent
	2016	2015
	$’000	$’000
35. Parent entity disclosures
(a) Financial position
Assets
Current assets	8,954	9,320
Non-current assets	1,135	1,079
Total assets	10,089	10,399
Liabilities
Current liabilities	1,169	1,442
Non-current liabilities	–	–
Total liabilities	1,169	1,442
Equity
Issued capital	23,410	22,246
Accumulated losses	(14,744)	(13,538)
Share option reserve	254	249
Total equity	8,920	8,957
(b) Financial performance
Loss for the year	(1,206)	(5,006)
Other comprehensive income	–	–
Total comprehensive loss	(1,206)	(5,006)

(c) Guarantees entered into by the parent entity

Tag Pacific Limited has not provided any guarantees in relation to any of its subsidiaries.

(d) Contingent liabilities of the parent entity

There are no contingent liabilities for the parent entity.

(e) Commitments for the acquisition of property, plant and equipment by the parent entity

There are no commitments for the acquisition of property, plant and equipment by the parent entity.

36. Contingent liabilities and contingent assets

There are no contingent liabilities or contingent assets at balance date.

ANNUAL REPORT 2016

45

Directors’ declaration

Directors’ declaration

The directors of Tag Pacific Limited declare that:

• (a) in the directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable;

• (b) the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 2 to the financial statements;

• (c) in the director’s opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity; and

• (d) the directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations Act 2001.

On behalf of the directors

==> picture [78 x 33] intentionally omitted <==

Peter Wise Chairman

Sydney, 30 August 2016

TAG PACIFIC LIMITED

46

Auditor’s independence declaration

Deloitte Touche Tohmatsu ABN 74 490 121 060

Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

Auditor’s independence declaration

Tel: +61 2 9322 7000 Fax: +61 2 9322 7001 www.deloitte.com.au

The Board of Directors Tag Pacific Limited Level 30, Piccadilly Tower 133 Castlereagh Street Sydney NSW 2000

30 August 2016

Dear Board Members

Tag Pacific Limited

In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Tag Pacific Limited.

As lead audit partner for the audit of the financial statements of Tag Pacific Limited for the financial year ended 30 June 2016, I declare that to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

(ii) any applicable code of professional conduct in relation to the audit.

Yours sincerely

DELOITTE TOUCHE TOHMATSU

Alfred Nehama

Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited

ANNUAL REPORT 2016

47

Independent auditor’s report

Deloitte Touche Tohmatsu ABN 74 490 121 060

Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

Independent auditor’s report

to the Members of Tag Pacific Limited

Report on the Financial Report

We have audited the accompanying financial report of Tag Pacific Limited, which comprises the statement of financial position as at 30 June 2016, the statement of profit or loss and other comprehensive income, the statement of cash flows and the statement of changes in equity for the year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity, comprising the company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages 14 to 46.

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 gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the consolidated 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. Those 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.

Tel: +61 2 9322 7000 Fax: +61 2 9322 7001 www.deloitte.com.au

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Auditor’s Independence Declaration

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Tag Pacific Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

Opinion

In our opinion:

• (a) the financial report of Tag Pacific Limited is in accordance with the Corporations Act 2001 , including:

• (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and

• (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

• (b) the consolidated financial statements also comply with International Financial Reporting Standards as disclosed in Note 2.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 8 to 13 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 Australian Auditing Standards.

Opinion

In our opinion the Remuneration Report of Tag Pacific Limited for the year ended 30 June 2016, complies with section 300A of the Corporations Act 2001 .

DELOITTE TOUCHE TOHMATSU

Alfred Nehama

Partner Chartered Accountants Sydney, 30 August 2016

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited

TAG PACIFIC LIMITED

48

Securityholder information

Securityholder information

The following information is current as at 29 August 2016:

1. Shareholders

1. Shareholders
Spread of shareholders
Range	Number of	Percentage
	shareholders
1-1,000	522	0.20%
1,001-5,000	539	1.16%
5,001-10,000	165	1.02%
10,001-100,000	235	5.15%
100,001 and over	73	92.47%
	1,534	100.00%

1,265 shareholders held less than a marketable parcel

Substantial shareholders

Name	Number of shares	Percentage
Anthony Australia Pty Ltd	66,111,448	53.17%
Tag Pacifc Limited	9,208,930	7.41%
Paul Sharp and associates	9,208,930	7.41%
KV Management (Nominees) Pty Ltd	6,630,141	7.08%
Twenty largest shareholders
Name	Number of shares	Percentage
Anthony Australia Pty Ltd	56,902,518	45.77%
KV Management (Nominees) Pty Ltd	8,914,152	7.17%
Pacifc Spectrum Investments Pty Ltd	6,214,125	5.00%
HSBC Custody Nominees (Australia) Limited	3,398,377	2.73%
Mr George Chien Hsun Lu + Mrs Jenny Chin Pao Lu	2,251,234	1.81%
Mrs Penelope Margaret Siemon	2,079,635	1.67%
Excalibur Nominees Limited	2,014,807	1.62%
Paul Douglas Sharp + Lisa Marie Sharp	1,940,737	1.56%
Clyme Pty Ltd	1,599,908	1.29%
ASCE Engineering Pty Ltd	1,557,747	1.25%
SROG Investments Pty Ltd	1,550,000	1.25%
Mr Dwayne Paul Lange + Mrs Angela Gaye Lange	1,526,275	1.23%
Dr John Aloizos + Mrs Muriel Patricia Aloizos	1,379,904	1.11%
Mr Brian Robert O’Malley	1,342,344	1.08%
Andrew Haavisto	1,337,143	1.08%
Mr Paul Douglas Sharp	1,054,068	0.85%
Selkirk Holdings Ltd	1,000,000	0.80%
Mrs Nicola Helen Moran	957,325	0.77%
RJL Investments Pty Limited	938,684	0.76%
Castle Partners	889,175	0.72%
Total	98,848,158	79.51%

ANNUAL REPORT 2016

49

Securityholder information

Voting rights

At meetings of members each member may vote in person or by proxy, attorney or (if the member is a body corporate) corporate representative. On a show of hands every person present who is a member or a representative of a member has one vote and on a poll every member present in person or by proxy or attorney has one vote for each fully paid ordinary share held.

On-market buy-back

Tag Pacific Limited has an on-market buy-back facility in place for up to 10% of its issued shares and operating with no fixed duration. A total of 1,532,983 shares have been purchased by the company under the on-market buy-back for an amount of $368,541.

Stock exchange listing

Fully paid ordinary shares issued by Tag Pacific Limited are quoted on the Australian Securities Exchange (under the code TAG).

2. Listed option holders

Spread of listed option holders

Range	Number of	Percentage
	option holders
1-1,000	1,108	2.97%
1,001-5,000	253	5.37%
5,001-10,000	32	2.23%
10,001-100,000	49	15.62%
100,001 and over	9	73.81%
	1,451	100.00%

Twenty largest listed option holders
Name	Number of	Percentage
	listed options
Anthony Australia Pty Ltd	5,013,068	50.30%
KV Management (Nominees) Pty Ltd	947,163	9.50%
HSBC Custody Nominees (Australia) Limited	410,508	4.12%
Dr John Aloizos + Mrs Muriel Patricia Aloizos	253,441	2.54%
Radiata Pty Ltd	194,455	1.95%
Excalibur Nominees Limited	185,696	1.86%
Mrs Penelope Margaret Siemon	131,212	1.32%
Mr Donald Stuart Crombie	111,842	1.12%
Mr Bruce Siemon	107,374	1.08%
Mrs Nicola Helen Moran	88,232	0.89%
RJL Investments Pty Limited	86,514	0.87%
Noonbah Pty Ltd	78,571	0.79%
Mr Gregory Hyam Cohen + Mrs Karen Lee Cohen	69,374	0.70%
Alan Ernest Perkinson	65,569	0.66%
Mrs Sophie Gelski	57,142	0.57%
Mr Daniel Sekers	50,085	0.50%
Pushpa Rama	50,000	0.50%
Alistair Woodside Cunningham	48,571	0.49%
Seven Bob Investments Pty Ltd	45,714	0.46%
RJL Investments Pty Limited	40,257	0.40%
Total	8,034,788	80.62%

Voting rights

The options do not confer any voting rights in the company. When exercised into fully paid ordinary shares in the company in accordance with their terms of issue, the voting rights of the ordinary shares as set out above will apply.

Stock exchange listing

Listed options issued by Tag Pacific Limited are quoted on the Australian Securities Exchange (under the code TAGO).

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TAG PACIFIC LIMITED

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Corporate directory

Directors

Peter Wise (Chairman) Nathan Wise (CEO) Gary Cohen Robert Constable Robert Moran Gary Weiss

Company secretary Darrell Godin (CFO)

Registered office

Level 30 Piccadilly Tower 133 Castlereagh Street Sydney NSW 2000 Australia

Phone +61 2 8275 6000 Fax +61 2 8275 6060

Websites

tagpac.com mpower.com.au

Auditors

Deloitte Touche Tohmatsu Grosvenor Place 225 George Street Sydney NSW 2000 Australia

Share registry

Computershare Investor Services Pty Limited Level 3 60 Carrington Street Sydney NSW 2000

Phone 1300 85 05 05

Design: 3-degrees.com.au

tagpac.com