Appendix 4D OTOC LIMITED FOR THE HALF YEAR ENDED 31 DECEMBER 2015 The current reporting period is the half-year ended 31. The prior reporting period is for the half-year ended 31 December 2014. RESULTS ANNOUCEMENT TO THE MARKET 31 DECEMBER 2015 Change from prior period $000 s Revenue 91% 62,486 Expenses 70% 53,745 Underlying Profit from operating activities 8,741 Depreciation and Amortisation 13% 2,756 Restructuring Costs & Acquisition Costs 204% (1,082) Share-based Payments 99% 289 Net profit from operating activities 366% 6,778 Net profit from operating activities after tax attributable to members 956% 14,313 Net profit after tax for the period attributable to members 956% 14,313 Explanation of Results OTOC has delivered a strong first half to the 2016 financial year. OTOC s operating revenue for the period ended 31 was $62,486,000; up from $32,649,000 in the prior corresponding period. Including corporate overheads and non-recurring acquisition costs, the Company recorded a net profit after tax of $14,313,000, compared with a loss after tax of $1,672,000 in the prior corresponding period. The strong results provide validation of the dual approach taken by the Company; establishing a national professional services business with sustainable earnings; and the re-focusing our infrastructure division to mitigate the resources sector downturn.
Explanation of Results cont. The Surveying, Town Planning and Urban Design division continues to perform well, benefiting from growth in the property and civil infrastructure sectors on the East Coast of Australia. Our investments in Victoria, New South Wales and Queensland have ensured solid earnings despite soft market conditions in Western Australia. The Infrastructure division s disciplined approach to project execution and evaluation, ongoing civil infrastructure work and reduced cost base has resulted in a marked improvement in EBITDA and provides confidence for the remainder of FY 2016. The OTOC Limited Group is now undoubtedly a national business; providing quality services to clients in all states and territories across Australia and reaching into the Pacific. OTOC has a strong cash balance of $10.2m at 31 and is positioned for further and continued growth. NTA Backing 31 31 December 2014 cents per share cents per share Net tangible assets per ordinary share 6.66 cents 5.04 cents Dividends declared No dividends were declared or paid during the period by OTOC Limited. Dividends or distribution reinvestment plan OTOC Limited does not currently operate a dividend reinvestment plan. Associates and joint venture entities Not applicable. Foreign entities GAAP applied Not applicable. Audit report This report is based on the interim financial report which has been independently reviewed and is not subject to qualifications.
OTOC Limited 31 Interim Financial Report
2 CONTENTS Directors report 3 Page Condensed consolidated interim financial statements 7 Condensed consolidated statement of financial position 7 Condensed consolidated statement of profit or loss and comprehensive income 8 Condensed consolidated statement of changes in equity 9 Condensed consolidated statement of cash flows 10 Basis of Preparation 11 Notes to the condensed consolidated interim financial statements 12 Directors declaration 18 Independent auditor s report on review of condensed consolidated interim financial report 19 Lead auditor s independence declaration 21 Corporate information 22
3 OTOC Limited 31 Interim Financial Report Directors report The directors of OTOC Limited (the Company or OTOC ) present their report together with the consolidated financial statements of the group comprising OTOC Limited and its controlled entities (together referred to as the Group ), for the six months ended 31 and the review report thereon. Directors The directors of the Company at any time during or since the end of the interim period are: Name Role Period of Directorship Non-executive Derek La Ferla Non-Executive Chairman Appointed 28 October 2011 Tom Lawrence Non-Executive Director Appointed 13 October 2011 Karl Paganin Non-Executive Director Appointed 19 October 2015 Executive Adam Lamond Executive Director Appointed 13 October 2011 Derek La Ferla Non-Executive Chairman Mr La Ferla is an experienced corporate lawyer and company director with more than 30 years' experience. He has held senior positions with some of Australia's leading law firms, and is currently a Partner with Western Australian firm, Lavan Legal, in the firm's Corporate Advisory Group (which includes mining and resources). He is also a member of the firm's Advisory Board and previously served on the Norton Rose Australia National Board (while the firm was called Deacons). Mr La Ferla is a director of Goldfields Money Limited. Mr La Ferla also serves as the chairman of Sandfire Resources Limited, Cashmere Iron Limited and Threat Protect Australia Limited and has previously served on a number of corporate, professional and not for profit organisation s boards, including Katana Capital Limited, Deacons Australia, Edge Employment Solutions and The Western Australia Club. He is a fellow of the Australian Institute of Company Directors ( AICD ) and member of the AICD Western Australian Council. Special Responsibilities Mr La Ferla is the Chairman of the Nomination and Remuneration Committee and a member of the Audit and Risk Committee. Directorships in last 3 years Sandfire Resources Limited (May 2010 Current) Threat Protect Australia Limited (September 2015 Current) Goldfields Money Limited (November 2015 Current) Interests in Shares 562,500 fully paid ordinary shares
4 Directors report (continued) Tom Lawrence Non-Executive Director Mr Lawrence is a qualified accountant with a Bachelor of Laws and a Masters Degree in taxation. Mr Lawrence was the principal of Lawrence Business Management for over 15 years, providing tax and management advice to a diverse range of businesses. He now works as a solicitor for Capital Legal, advising clients on a broad range of business related transactions. Special Responsibilities Mr Lawrence is the Chairman of the Audit and Risk Committee and a member of the Nomination and Remuneration Committee Directorships in last 3 years None Interests in Shares 3,662,596 fully paid ordinary shares Karl Paganin Non-Executive Director Mr Paganin has over 15 years senior experience in Investment Banking, specialising in transaction structuring, equity capital markets, mergers and acquisitions and strategic management advice to listed companies. Mr Paganin was a Director of Major Projects and Senior Legal Counsel for Heytesbury Pty Ltd (the private trading company of the Holmes a Court Family) which was the proprietor of John Holland Group Pty Ltd. Mr Paganin holds degrees in Law (B.Juris, LLB) and Arts (BA) from the University of Western Australia and is a Non- Executive Director of ASX listed Southern Cross Electrical Engineering Limited and Vice Chairman of the not for profit charity, Autism West Support Inc. Special Responsibilities Mr Paganin is a member of the Nomination and Remuneration Committee, Audit and Risk Committee and OHS Committee. Directorships in last 3 years Southern Cross Electrical Engineering Ltd (June 2015 current) Interests in Shares 4,746,929 fully paid ordinary shares Adam Lamond Executive Director Mr Lamond is a qualified electrician and electrical contractor with over 20 years of experience in the mining industry. Mr Lamond has particular expertise in the electrical trade and camp installations in remote Western Australia. Mr Lamond began his career in the mining industry in 1995, working for a private electrical contractor and subsequently as a sub-contractor. He founded his own electrical contracting business in 2003 before merging it with several other private contracting businesses to form Ocean to Outback Contracting Pty Ltd (OTOC), and held the position of Chief Executive Officer. Mr Lamond was Chief Executive Officer of the Company from 13 October 2011 to 31 January 2014. Directorships in last 3 years None Interests in Shares 53,776,815 fully paid ordinary shares
5 Directors report (continued) Principal Activities OTOC Limited (ASX: OTC) offers surveying, planning and infrastructure services throughout Australasia. A leading provider of professional consulting and innovative spatial solutions, OTOC delivers quality service to clients across a range of industry sectors including land development, infrastructure and engineering surveying, aerial mapping, laser scanning, town planning and urban design in addition to providing infrastructure construction and maintenance services to clients covering government, resources, utilities, remote area and renewable energy. Review of operations OTOC has delivered a strong first half to the 2016 financial year. OTOC s operating revenue for the period ended 31 was $62,486,000; up from $32,649,000 in the prior corresponding period. Including corporate overheads and non-recurring acquisition costs, the Company recorded a net profit after tax of $14,313,000, compared with a net loss after tax of $1,672,000 in the prior corresponding period. The Surveying, Town Planning and Urban Design division recorded a 102% increase in operating profit to $4,696,000. This was achieved by an increase in revenue of approximately 57% to $25,476,000, having all acquisitions on board for the full half plus synergies resulting from integration activities. The strong results provide validation of the dual approach taken by the Company; establishing a national professional services business with sustainable growth; and broadening the focus of OTOC s infrastructure division to mitigate the resources sector downturn. The Surveying, Town Planning and Urban Design division continues to perform well, benefiting from growth in the property and civil infrastructure sectors on the East Coast of Australia. OTOC s investments in Victoria, New South Wales and Queensland have ensured solid earnings growth despite soft market conditions in Western Australia. In Victoria, through Bosco Jonson, OTOC have enjoyed continued buoyancy in the Melbourne CBD and suburban property development sectors due to a dedicated focus on strategic client relationships and understanding of the needs of the state s capital. In Queensland, through THG, OTOC has responded positively to significant economic adjustment and a downturn in business confidence. THG has secured involvement in one of the largest growth areas within South East Queensland through appointment as town planners, surveyors and urban designers on the Undullah project. Through the utilisation of the Groups increasing presence and cross selling of opportunities, THG have also secured a noteworthy contract with BMP Corporation on Night Edge; a 17 storey residential tower in Fortitude Valley. In New South Wales, the appointment of Geo-Metric as the surveying services partner on the A$2.1b Sydney light rail project is evidence of the Groups involvement in significant infrastructure projects shaping our landscape and is testament to the focus and determination evident across the entire Group. Western Australia has seen a worsening economic environment as a result of the decline in price of resources. In response, Whelans has strived to become more efficient in core markets, while remaining nimble enough to seek out further market share in locations which present the greatest opportunities. This strategy is demonstrated with the securing of the survey for the 64 Square Kilometre Array east of Geraldton. OTOC s Infrastructure division, OTOC Australia, contributed $5,977,000 of underlying profit from operating activities, compared to $80,000 for the same period last year. This improvement can be attributed to OTOC Australia s disciplined approach to project execution and evaluation, ongoing civil infrastructure work and reduced overheads.
6 Directors report (continued) OTOC Australia's diversified approach to new business can be seen in projects such as installation of a permanent settlement village, hospital and school at Nauru for Canstruct; procurement services, equipment supply and installation of a 10.6MW solar power system for Juwi Renewable; and installation and commissioning of a fibre optic ring at Perth Airport for Air Services Australia. These projects all contributed to the strong result in the first half of the year. The OTOC Limited Group is a national business; providing quality services to clients across Australia and reaching into the Pacific. Furthermore OTOC has a strong cash balance of $10.2m at 31 and is positioned for further and continued growth. Lead auditor s independence declaration The lead auditor s independence declaration is set out on page 18 and forms part of the directors report for the six months ended 31. Rounding off The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the condensed consolidated interim financial statements and directors report have been rounded off to the nearest thousand dollars, unless otherwise stated. Signed in accordance with a resolution of the directors: Derek La Ferla Chairman Dated at Perth this 12 day of February 2016
7 Condensed consolidated statement of financial position Note 31 Dec 2015 30 Jun 2015 Assets $000 $000 Current assets Cash and cash equivalents 10,158 10,182 Trade and other receivables 20,005 15,106 Work in progress 9,091 2,839 Other current assets 1,051 2,065 Current tax asset 162 - Total current assets 40,467 30,192 Non-current assets Plant and equipment 7,718 7,899 Intangible assets 29,090 30,358 Deferred tax asset 5,097 - Total non-current assets 41,905 38,257 Total assets 82,372 68,449 Liabilities Current Liabilities Trade and other payables 13,850 6,910 Deferred vendor payments 2 2,702 5,262 Loans and borrowings 9,194 6,125 Employee benefits 3,521 3,061 Current tax liabilities - 1,721 Total current liabilities 29,267 23,079 Non-current liabilities Loans and borrowings 4,320 9,915 Deferred vendor payments 2 1,700 2,038 Employee benefits 400 408 Deferred tax liabilities - 926 Total non-current liabilities 6,420 13,287 Total liabilities 35,687 36,366 Net assets 46,685 32,083 Equity Share capital 22,155 22,155 Share based payment reserve 4 688 399 Retained earnings 23,842 9,529 Total equity 46,685 32,083 The condensed notes on pages 12 to 17 are an integral part of these condensed consolidated interim financial statements.
8 Condensed consolidated statement of profit or loss and comprehensive income For the six months ended 31 Note 2015 2014 Continuing operations $000 $000 Revenue 62,486 32,649 Expenses (53,745) (31,570) 8,741 1,079 Depreciation (1,256) (1,849) Amortisation (1,500) (589) Acquisition related cost/income 1,082 (813) Restructuring costs - (232) Share-based payment (289) (145) Results from operating activities 6,778 (2,549) Financial income 38 63 Finance costs (420) (424) Net finance costs (382) (361) Profit (loss) before income tax 6,396 (2,910) Income tax benefit (expense) 5 7,917 1,238 Profit (loss) from continuing operations 14,313 (1,672) Profit (loss) for the period 14,313 (1,672) Total comprehensive income (loss) for the period 14,313 (1,672) Earnings per share Basic earnings (loss) cents per share 5.42 (0.77) Diluted earnings (loss) cents per share 5.42 (0.77) The condensed notes on pages 12 to 17 are an integral part of these condensed consolidated interim financial statements.
9 Condensed consolidated statement of changes in equity For the six months ended 31 Note Share Capital Share Based Payment Reserve Retained Earnings Total Equity $000 $000 $000 $000 Balance at 1 July 2015 22,155 399 9,529 32,083 Total comprehensive income for the period Income for the period - - 14,313 14,313 Total comprehensive loss for the period - - 14,313 46,396 Transactions with owners of the Company, recognised directly in equity Issue of ordinary shares - - - - Share-based payment transactions 4-289 - 289 Total transactions with owners of the Company - 289-289 Balance at 31 22,155 688 23,842 46,685 For the six months ended 31 December 2014 Share Capital Share Based Payment Reserve Retained Earnings Total Equity $000 $000 $000 $000 Balance at 1 July 2014 9,188-18,315 27,503 Total comprehensive loss for the period Loss for the period - - (1,672) (1,672) Total comprehensive loss for the period - - (1,672) 25,831 Transactions with owners of the Company, recognised directly in equity Issue of ordinary shares 12,675-12,675 Share-based payment transactions 143-143 Total transactions with owners of the Company 12,675 143-12,818 Balance at 31 December 2014 21,863 143 16,643 38,649 The condensed notes on pages 12 to 17 are an integral part of these condensed consolidated interim financial statements.
10 Condensed consolidated statement of cash flows For the six months ended 31 Note 2015 2014 $000 $000 Cash flows from operating activities Receipts from customers 57,583 48,092 Payments to suppliers and employees (51,584) (37,971) Cash generated from operations 5,999 10,121 Interest paid (420) (424) Interest received 38 63 Net cash from operating activities 5,617 9,760 Cash flows from investing activities Proceeds from sale of property, plant and equipment 284 243 Purchase of property, plant and equipment (1,174) (1,460) Deferred vendor payment (1,648) - Acquisition of subsidiaries net of cash acquired - (19,592) Net cash (used in) investing activities (2,538) (20,809) Cash flows from financing activities Proceeds from borrowings - 9,060 Repayment of borrowings and lease liabilities (3,103) (1,622) Proceeds from share issues (net of costs) - 9,868 Net cash (used in) from financing activities (3,103) 17,306 Net increase in cash and cash equivalents (24) 6,257 Cash and cash equivalents at 1 July 10,182 6,803 Cash and cash equivalents at 31 December 10,158 13,060 The condensed notes on pages 12 to 17 are an integral part of these consolidated interim financial statements.
11 BASIS OF PREPARATION Reporting entity OTOC Limited (the Company or OTOC ) is a for-profit company domiciled in Australia. The condensed consolidated interim financial statements of the Company as at and for the six months ended 31 comprises the Company and its subsidiaries (together referred to as the Group ). The Group is a diversified infrastructure and survey solutions company. The consolidated annual financial statements of the Group as at and for the year ended 30 June 2015 are available upon request from the Company s registered office at Level 12, 3 Hasler Road Osborne Park WA 6017 or at www.otoc.com.au Statement of Compliance The condensed consolidated interim financial statements are general purpose financial statements prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001, and with IAS 34 Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 30 June 2015. The consolidated interim financial statements do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated annual financial statements of the Group as at and for the year ended 30 June 2015. These condensed consolidated interim financial statements were approved by the Board of Directors on 12 February 2016. The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with the Class Order, amounts in the consolidated interim financial statements have been rounded off to the nearest thousand dollars, unless otherwise stated. Judgements and estimates Preparing interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgements made by management in applying the Group s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 30 June 2015. Significant accounting policies The accounting policies applied by the Group in the condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 30 June 2015.
12 NOTES 1. Operating segments The Group has two reportable segments that are being managed separately by the service provided as described below: Surveying provides surveying, mapping and town planning services. Infrastructure provides construction and installation services. Information regarding the results of each reporting segment is detailed below for the six months ended 31 December. Information about reportable segments Surveying Infrastructure Total 2015 2014 2015 2014 2015 2014 $000 $000 $000 $000 $000 $000 Revenues 25,476 16,255 37,876 17,075 63,352 33,330 Inter-segment revenues (827) (332) (39) (349) (866) (681) External revenues 24,649 15,923 37,837 16,726 62,486 32,649 Costs (20,072) (13,932) (32,607) (16,987) (52,679) (30,919) Inter-segment costs 119 339 747 342 866 681 External costs (19,953) (13,593) (31,860) (16,645) (51,813) (30,238) Underlying profit from operations 1 4,696 2,330 5,977 80 10,673 2,410 Depreciation (970) (769) (282) (1,060) (1,252) (1,829) Segment profit (loss) 3,726 1,561 5,695 (980) 9,421 581 before amortisation, acquisition, restructuring, finance costs and income taxes Amortisation (1,500) (589) - - (1,500) (589) Segment profit (loss) before acquisition, restructuring, finance costs and income taxes 2,226 972 5,695 (980) 7,921 (8) Dec 2015 June 2015 Dec 2015 June 2015 Dec 2015 June 2015 $000 $000 $000 $000 $000 $000 Segment assets 47,872 50,767 27,618 11,941 75,490 62,708 Segment liabilities 9,563 12,753 16,886 10,081 26,449 22,834 Revenue from two major customers of the Group (Juwi Renewable Energy Pty Ltd and Canstruct Pty Ltd), individually representing more than 10% of total Group revenue, represented approximately $31.6 million during the six months ended 31. (2014: two major customers of more than 10% representing approximately $15.3 million). 1 Underlying profit from operations is defined as underlying profit before depreciation, amortisation, acquisition related costs/income, restructuring costs, finance costs and income taxes.
13 1. Operating segments (continued) Reconciliations of reportable segment revenues, profit or loss, assets and liabilities 2015 2014 $000 $000 Revenues Total revenue for reportable segments 63,352 33,330 Elimination of inter-segment revenue (866) (681) Consolidated revenue 62,486 32,649 Expenses Total expenses for reportable segments 52,679 30,919 Elimination of inter-segment costs (866) (681) Unallocated amounts - other corporate expenses 1,932 1,332 Consolidated expenses 53,745 31,570 Profit (loss) Total profit (loss) for reportable segments before amortisation, restructuring, 9,421 581 finance costs and taxes Unallocated amounts - other corporate expenses (2,225) (1,496) Amortisation (1,500) (589) Acquisition related cost/income 1,082 (813) Restructuring costs - (232) Net finance expense (382) (361) Consolidated profit (loss) before income taxes 6,396 (2,910) Assets Dec 2015 June 2015 Total assets for reportable segments 75,490 62,708 Other unallocated amounts 6,882 5,741 Consolidated total assets 82,372 68,449 Liabilities Total liabilities for reportable segments 26,449 22,834 Other unallocated amounts 9,238 13,532 Consolidated total liabilities 35,687 36,366 2. Acquisitions During the prior period, the Company made three acquisitions as part of its national surveying and strategic plan as detailed below: Acquisition of business Bosco Jonson Pty Ltd On 30 September 2014, the Group acquired the assets of Bosco Jonson Pty Ltd, a leading Victorian surveying, town planning and urban design business. The acquisition was made via a wholly owned subsidiary, Victoria Survey Pty Ltd. Following completion of the acquisition Victoria Survey Pty Ltd changed its name to Bosco Jonson. Consideration paid was $12.67 million cash, issue of $1.0 million ordinary shares and potential future performance consideration of up to $3.0 million, subject to the achievement of financial hurdles. As part of the purchase price the Company has agreed to pay the vendors of Bosco Jonson an earn-out of $3.0 million in two tranches. Tranche 1 allows for $1.5 million to be paid in Period 1 from 1 October 2014 to 30 September 2015 if the EBITDA of the business during Period 1 is $3.5 million. Tranche 2 allows for $1.5 million to be paid in Period 2 from 1 October 2015 to 30 September 2016 if the EBITDA of the business during Period 2 is $3.5 million. A full provision of $3.0 million has been recognised as deferred consideration at acquisition on the basis that management forecasts targets will be reached. If the targets are not reached, the fair value amount of the deferred consideration will be reduced in accordance with the asset sale agreement. Tranche 1 of $1.5 million has been paid. The Group incurred acquisition related costs of $0.45 million relating to external legal fees, due diligence and travel costs. These amounts have been included in acquisition costs in the prior period
14 2. Acquisitions (continued) Acquisition of subsidiary Geo-metric Surveying Pty Ltd On 5 December 2014, the Group acquired 100% of the issued shares of Geo-metric Surveying Pty Ltd, a specialist provider of surveying solutions for civil infrastructure (railways, tunnels, bridges and roads) and resources projects. Consideration paid was $7.0 million cash and $2.283 million in new fully paid ordinary shares in OTOC. As part of the purchase price the Company has agreed to pay Geo-metric a milestone payment of $2.5 million in two payments. Milestone Payment 1 allows for $1.25 million to be paid (50% cash, 50% shares) in Period 1 from February 2015 to January 2016 if EBIT of the business is $3.0 million in Period 1. Milestone Payment 2 allows for $1.25 million to be paid (50% cash, 50% shares) in Period 2 from February 2016 to January 2017 if EBIT of the business is $3.0 million in Period 2. A full provision of $2.5 million was recognised as deferred consideration at acquisition on the basis that management forecasts targets will be reached. If the targets are not reached, the fair value amount of the deferred consideration will be reduced in accordance with the share purchase agreement. During the 6 months to, acquisition costs include the reversal of a deferred vendor payment of $1.25 million. Acquisition of subsidiary THG WSG PTY LTD On 14 May 2015, the Group acquired the assets and business of THG WSG Pty Ltd (trading as THG Resource Strategists, Whitsunday Surveys and Charles O Neill Surveyors and Planners ) ( THG ). THG is a leading Queensland surveying and planning consultancy business. The acquisition was made via a wholly owned subsidiary, Queensland Surveying Pty Ltd. Consideration paid was $2.1 million cash, issue of $0.3 million ordinary shares and potential future performance consideration of up to $1.8 million, subject to the achievement of financial hurdles. As part of the purchase price the Company has agreed to pay the vendors of THG performance payments of up to $1.8 million cash in two tranches payable over 2 years subject to meeting certain EBIT hurdles of at least $0.8 million in a performance period. A full provision of $1.8 million has been recognised as deferred consideration at acquisition on the basis that management forecasts targets will be reached. If the targets are not reached, the fair value amount of the deferred consideration will be reduced in accordance with the asset sale agreement. The Group incurred acquisition related costs of $0.27 million relating to external legal fees, due diligence and travel costs. These amounts have been included in acquisition costs in the prior period. 3. Financial instruments The Group s financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 30 June 2015. For further information on deferred vendor payments refer to Note 2.
15 4. Share-based payments As at 31, the Group had the following share-based payment arrangements. On 3 November 2014 shareholders approved the Group s Long Term Incentive Plan established to motivate, retain and reward executives. On 12 November 2014, the Group granted Performance Rights to eligible employees under the Plan. On 17 November 2015, shareholders approved a further grant to key executives and on the 8 the Board approved a further grant to executives on similar terms. Subject to continued employment and achievement of financial performance hurdles (relative total shareholder return and compounded earnings per share growth), the Performance Rights approved to be granted during the 6 months ended 31 will vest as follows: Grant Date (A) Number of Performance Rights approved to be granted during HY2016 Vesting Date (B) Vesting Hurdles (C) 50% rtsr 50% EPS CAGR 17 Nov 2015 2,239,414 30 Jun 2017 <50th percentile Nil <5% Nil 17 Nov 2015 11,502,559 30 Jun 2018 8 Dec 2015 5,902,975 30 Jun 2018 19,644,948 >50th percentile, <75th percentile 75 th percentile or more 50%, plus 2% for every one percentile increase above 50th percentile >5%- <20% 100% 20%> 100% pro rata vesting between 25%- 100% (A) (B) (C) The Grant of 13,741,973 Performance Rights was approved by Shareholders on 17 November 2015 and the Grant of 5,902,975 Performance Rights was approved by the Board on 8. The issue of the Performance Rights took place subsequent to the period end on 20 January 2016. Subject to the achievement of the performance hurdles, on vesting, Performance Rights will automatically convert to ordinary shares on a one for one basis. Performance Rights that do not vest will lapse. The board believes the relative Total Shareholder Return (rtsr) performance hurdle alongside the use of Compounded Earnings per Share Growth (EPSCAGR) provides the appropriate balance between relative and absolute company performance. These performance measures are mutually exclusive, meaning, that if one measure is not met, there is still the ability to earn an LTI under the other measure. rtsr is measured against the total shareholder return relative to the ASX All Ordinaries Index. As the Company had been lacking a long term incentive plan until the introduction of the Plan in 2014, the Board has adopted a transitional vesting approach for the grant of rights to long standing Executives as follows: - 25% (Tranche 1) will vest in 2 years (based on performance from 1 July 2015 to 30 June 2017); and - 75% (Tranche 2) will vest in 3 years (based on performance from 1 July 2015 to 30 June 2018). The vesting for the grant of rights to Executives appointed during FY 2015 is as follows: - 100% (Tranche 3) will vest in 3 years (based on performance from 1 July 2015 to 30 June 2018).
16 4. Share-based payments (continued) (a) Measurement of Fair Values of Share-Based Payments The fair value of the Performance Rights issued under the Group s Long Term Incentives Plan during the six months to 31 has been measured using the Monte Carlo simulation model incorporating the probability of the relative TSR vesting condition being met. The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payments plans were as follows: Tranche 1 Tranche 2 Tranche 3 Performance Measure rtsr EPSCAGR rtsr EPSCAGR rtsr EPSCAGR Share price at grant date $0.175 $0.175 $0.175 $0.175 $0.175 $0.175 Exercise price N/A N/A N/A N/A N/A N/A Volatility 85% 85% 85% 85% 85% 85% Performance Period 1 Jul 2015 30 Jun 2017 1 Jul 2015 30 Jun 2018 1 Jul 2015 30 Jun 2018 Risk Free Rate 2.06% 2.06% 2.13% 2.13% 2.13% 2.13% Remaining Life 1.62 years 1.62 years 2.62 years 2.62 years 2.56 years 2.56 years Fair value at grant date $0.173 $0.175 $0.169 $0.175 $0.170 $0.175 The measure of expected volatility used is the annualised standard deviation of the historical TSR for OTOC and each constituent of the ASX All Ords for the length of time equal to the corresponding vesting period prior to the grant date. (b) Unvested Unlisted Performance Rights Of the 10,517,963 Performance Rights issued on 12 November 2014, 1,920,000 lapsed during FY2015 due to termination of employment and 2,149,490 lapsed during the period due to not meeting the financial hurdles. 6,448,473 of these remain unvested at 31. All of the 19,644,948 additional Performance Rights approved to be issued during the 6 months to 31 remain unvested at 31. No Performance Rights will vest until the Board notifies the employee and provides a vesting notification advising them that the Performance Rights have vested. 5. Tax benefit (expense) Tax expense is recognised based on Management s best estimate of the weighted average annual income tax rate expected for the full financial year applied to the pre-tax income of the interim period. Reconciliation of effective tax rate: 2015 2014 $000 $000 Profit (loss) before income tax 6,396 (2,910) Income tax at 30% (2014: 30%) 1,919 (873) Add (less) tax effect of: Other non-allowable /assessable items (2,127) 314 Adjustments for prior periods (7,709) (679) (7,917) (1,238)
17 5. Tax benefit (expense) (continued) The Company has provided construction and installation services external to Australia through a permanent establishment in another country. The earnings from this permanent establishment are subject to the taxation regime within that country and are considered exempt from Australian income tax. This income has been previously included in the Company s assessable income for Australian Taxation. The Company has lodged amended income tax returns for the relevant years, which has resulted in an income tax credit of $7.0 million being recognised in the statement of comprehensive income and a deferred tax asset of $7.0 million being reflected in the balance sheet as at 31. Whilst these amended returns remain subject to normal Australian Taxation compliance, the Directors are satisfied with this position based on specialist advice. The Research and Development claim for the financial year 2015 of $0.5 million is booked as part of the adjustment for prior periods. 6. Subsequent event No significant subsequent events occurred since the end of the period.
18 OTOC Limited Directors Declaration In the opinion of the directors of OTOC Limited ( the Company ): 1. the condensed consolidated financial statements and notes set out on pages 7 to 17, are in accordance with the Corporations Act 2001 including: (a) giving a true and fair view of the Group s financial position as at 31 and of its performance for the six month period ended on that date; and (b) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and 2. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. Signed in accordance with a resolution of the directors: Derek La Ferla Chairman Dated at Perth this 12 day of February 2016
Independent auditor s review report to the members of OTOC Limited Report on the financial report We have reviewed the accompanying interim financial report of OTOC Limited, which comprises the condensed consolidated statement of financial position as at 31, condensed consolidated statement of profit or loss and comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the half-year ended on that date, notes 1 to 6 comprising a summary of significant accounting policies and other explanatory information and the directors declaration of the Group comprising the company and the entities it controlled at the half-year s end or from time to time during the half-year period. Directors responsibility for the interim financial report The directors of the company are responsible for the preparation of the interim 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 interim financial report that is free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express a conclusion on the interim financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the interim financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Group s financial position as at 31 and its performance for the interim period ended on that date; and complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As auditor of OTOC Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of an interim financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Independence In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation.
Conclusion Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the interim financial report of OTOC Limited is not in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Group s financial position as at 31 and of its performance for the half-year ended on that date; and (b) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. KPMG R Gambitta Partner Perth 12 February 2016
Lead Auditor s Independence Declaration under Section 307C of the Corporations Act 2001 To: the directors of OTOC Limited I declare that, to the best of my knowledge and belief, in relation to the review for the half-year ended 31 there have been: (i) (ii) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and no contraventions of any applicable code of professional conduct in relation to the review. KPMG R Gambitta Partner Perth 12 February 2016 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation.
22 Corporate Information The registered office of the company is: OTOC Limited Level 12, 3 Hasler Road Osborne Park WA 6017 The principal place of business is: OTOC Limited Level 12, 3 Hasler Road Osborne Park WA 6017 Telephone: (08) 9317 0600