BOOM AR 2019 WEB Final
BOOM AR 2019 WEB Final
ANNUAL REPORT
CORPORATE DIRECTORY OUR COMPANY
250
cranes in all sizes, from 5 tonne up to
750 tonne
13 depots across
Australia
A database of over
DELIVER LIFTING
SOLUTIONS, WITH SCALE
AND PRECISION, EVERY
TIME. MANAGING SAFETY
AND COMPLEXITY WITH
CONFIDENCE – THAT’S
THE PROMISE WE MAKE
TO OUR CUSTOMERS
As a large-scale lifting project specialist, we seek to deliver innovation for our customers,
build shareholder value and ensure safety excellence. We continue to build our leading
reputation in the market as a trusted lifting, construction and maintenance solutions
partner for large scale infrastructure.
Boom’s customer value proposition is based on total lifting solutions and specialised
labour services involving:
EQUIPMENT
• A comprehensive and diverse fleet aligned to customer requirements in mining
and resources, wind, energy, utilities, infrastructure, industrial maintenance and
telecommunications.
• Well maintained fleet with maintenance records and Key Performance Indicator
reporting for customers.
OPERATIONAL CAPABILITY
• Highly experienced and trained workforce of supervisors, crane operators, riggers
and travel tower operators.
• Operational resources and infrastructure to support customers in our core markets.
• Planned and configured services involving operators, cranes, transport, travel towers
and other assets to meet complex customer requirements.
• The readi labour hire business delivers an integrated labour solution to both existing
and new customers. It currently supplies support to key Boom contracts and
continues to focus on expanding its offering of multiple trades and skills to external
customers.
ENGINEERING EXPERTISE
• Pre-lift customer site survey and analysis.
• Detailed engineering lift studies to drive safety, efficiency and cost effectiveness.
• Project planning and project management.
• Wind farm construction including lifting, mechanical and electrical installation and
maintenance.
The Group’s distinctive and comprehensive value proposition provides a solid platform
for future growth to maximise returns to shareholders.
During FY19, a key capital management initiative to deliver value to shareholders was
the on-market buy back announced on 21 November 2018 to purchase and cancel
up to 10% of issued share capital over the next 12 months. I am pleased to report
the Company bought back 35.7m shares on-market and through a minimum holding
buyback equating to 7.5% of issued capital in the period to 30 June 2019. The Board
intends to continue with the on-market buy back following the release of FY19 results.
Boom successfully refinanced its loan facilities with an extended term and increased
debt capacity in January 2019 thereby improving Boom’s operational flexibility and ability
to execute further capital management initiatives in 2020. However, Boom remains
constrained under its loan facilities to paying dividends from net profits.
In our crane lifting business we are confident that contract wins in FY19 in the wind farm
sector and the renewal of long-standing contracts with key customers in mining maintenance
have positioned the crane business for improved volume and profitability in FY20.
The travel towers business was restructured during the year by expanding its sales team
to seize growth opportunities while reducing overhead through downsizing and closing
unprofitable depots and rationalising the travel towers fleet. The travel towers business is
now positioned to improve profitability and continue to support its core customers in the
mobile telecommunications and power sectors.
Our readi business has grown to become the main source of labour hire for Boom and is
now focused on growth through the supply of specialised labour to external customers.
The Board is delighted to welcome Melanie Allibon who has been appointed as an
independent Non-Executive Director. Ms. Allibon’s appointment reinforces our focus on
remuneration, industrial relations and safety, as well as enhancing our capability with
regards to human resources best practices. Ms. Allibon’s particular expertise in industrial
relations and human resources across the industrial services sector is expected to bring
extensive and valuable experience to Boom and enhance the Board’s overall mix of skills,
knowledge and capabilities.
Looking ahead, the business has completed considerable restructuring and consolidation
initiatives in FY19 and we expect this will underpin an improved operating result in FY20.
Finally, I would like to thank my fellow directors, together with our hard-working team,
led by Tony Spassopoulos. We look forward to overseeing their efforts to ensure Boom
continues on this path of progress and success.
Maxwell J Findlay
Chairman
FINANCIAL &
OPERATIONS n Share buy-back program commenced. 35.7 million shares (7.5% of share capital) purchased
and cancelled in FY19.
n Delivered improved free cash flow of $8.8 million up from $8.4 million in FY18.
n Net debt reduced to $36.6 million (30 June 2018: $37.3 million).
n New long term finance facilities negotiated with increased debt capacity, reduced funding
costs and increased tenure with banks to January 2022.
n Reported revenue of $182.7 million (FY18: $183.1 million).
n Trading EBIT of $2.8 million (FY18: $2.9 million).
n Net loss after tax $5.3 million (FY18: loss of $1.5 million).
n FY19 results significantly impacted by industrial dispute in NSW.
n Strategic review of the travel towers business completed which effectively positions the
business to deliver improved returns in FY20 from a lower overhead base and rationalised
operating fleet and expanded sales team.
MARKETS &
GROWTH n The operating environment remained solid in each of the Group’s key industry sectors.
n Mining and Resources revenue was down $12.7 million on FY18 due to industrial action in
the Hunter Valley and non-recurrence of project work at BHP Olympic Dam. The business
renewed key maintenance contracts with BMA, Yancoal, Alcoa and Newmont Boddington
Gold. Demand from resources customers in Central Queensland has remained robust.
n Wind, Energy and Utilities successfully grew revenue by $8.3 million in FY19, as the wind
farm market remained strong and the pipeline continued to grow. Equipment delivered strong
utilisation and Boom was involved in turbine maintenance on four of Australia’s largest gas
turbine power stations.
n Infrastructure revenue was similar to FY18 however the sector presents opportunity buoyed
by major infrastructure projects in Melbourne in FY20.
n Industrial Maintenance delivered modest growth in revenue of $1.6 million. The Group is
focused on supplying readi specialised labour hire across its customer base, building on the
ongoing provision of labour to the oil and gas sector in Bass Strait.
n Telecommunications revenue increased by $3.1 million in FY19 securing key contracts with
tier two suppliers.
Tony Spassopoulos
Managing Director
160
140
120
A380
WINGSPAN
100
79.5M
80
60
40
20
0
2000 2010 2014 2018
SUCCESSFUL IN
SECURING MAJOR
CONTRACTS WITH A
$415 MILLION WIND
FARM SALES PIPELINE
TO TENDER OVER THE
NEXT 3 YEARS
The year was significantly impacted by an industrial dispute in the first half of the year,
and project delays in the second half of the year. The prior year included a significant
project at BHP Olympic Dam that did not recur.
Boom’s flexible asset rental model allows the Group access to new capital assets to win
new contracts and deliver growth with low capital requirements. The Group will continue
to grow its low capital specialised labour hire business, readi, targeting infrastructure
On behalf of the Board, I present a markets in the capital cities as well as expanding the successful partnership it has
review of Boom’s performance for the developed in the oil and gas industry.
year ended 30 June 2019.
Boom’s continued focus on capital discipline will allow both growth and capital
Boom is focused on sustainable growth management initiatives to continue in FY20 as the Company is focused on delivering
in each of its key markets, that is, mining returns to shareholders.
and resources, wind energy and utilities,
infrastructure and construction, industrial
maintenance and telecommunications. INCOME STATEMENT
The review sets out the Group’s 30-Jun-19 30-Jun-18 Change
operational performance for the 2019 $’m $’m %
financial year, together with a review of
operations, an update on the operating Revenue from Services 182.7 183.1 -0.2%
environment and outlook for each of Operating Costs (162.6) (162.0) 0.4%
Boom’s key industry sectors. Trading EBITDA 20.1 21.1 -4.7%
The review should be read in conjunction Depreciation and Amortisation (17.3) (18.2) -4.9%
with the financial statements, which are
presented on pages 27 to 84 of this Trading EBIT 2.8 2.9 -3.4%
annual report. Net Borrowing Costs (3.7) (4.0)
Trading Net Loss After Tax (0.9) (1.1)
Non-Trading Income 1.6 0.0
Non-Trading Expenses (2.0) (0.6)
Tim Rogers (Loss)/Profit on Sale of Assets (2.0) 0.1
Chief Financial Officer
Impairments to Property, Plant
and Equipment (2.0) 0.0
FINANCIAL PERFORMANCE
Revenue
Reported revenue of $182.7 million was in line with the prior year, with Boom
delivering revenue growth in the wind, energy and utilities, industrial maintenance
and telecommunications sectors, and only a slight decrease in revenue from the
infrastructure and construction sector, however this growth was largely offset by the
adverse impact of the industrial action in the mining and resources sector.
Earnings
Statutory earnings before interest expense, tax, depreciation and amortisation (EBITDA)
was $15.7 million (FY18: $20.6 million) whilst statutory earnings before interest expense
and tax (EBIT) was a loss of $1.6 million (FY18: profit of $2.4 million).
In terms of trading EBIT, the Group reported $2.8 million in trading EBIT for FY19, only
marginally down on the FY18 result of $2.9 million.
A vital component of how we drive By improving flexible working Boom will continue to support
responsible growth is ensuring that arrangements and building the readi communities and its customers in
Boom is a great and safe place to work. business, Boom is able to deliver on developing Indigenous Programs in
We deliver on this commitment by customer expectations to provide skilled remote locations of Australia. Boom’s
recognising and rewarding performance, and qualified people to perform work National Indigenous Employment
ensuring an inclusive and safe workplace, safely and professionally as required by Framework provides a basis for localised
creating opportunities for our employees the customer. strategies to generate work opportunities
to develop and support our employees and support indigenous communities.
so they continue to thrive. Our workforce is well trained and on-
BOOM CONTINUES
• readi is developing robust systems to
support the recruitment, on-boarding
and management of our people
engaged in our specialised labour TO INVEST IN OUR
supply business.
• Boom received over 70 customer PEOPLE TO DELIVER
commendations for the quality of our
people and our work.
EFFICIENCIES AND
DEVELOP LEADERSHIP
OVERVIEW
Boom’s workforce includes over 400
ACROSS THE BUSINESS
permanent employees across a range
of disciplines as at 30 June 2019.
The majority of Boom’s permanent
workforce directly interfaces with,
or provides a service to, customers
including: operators, supervisors, safety
professionals, engineers and sales
employees. The remaining permanent
workforce comprises management and
functional support.
Training
Boom’s operational training program
contains a significant safety leadership
element for frontline supervisory
personnel and management that works
to embed good workplace safety as
an operational discipline. The training
CULTURAL ALIGNMENT emphasizes the importance of sustained
and visible leadership through employee
WITH OUR CUSTOMER engagement and safety interactions.
BASE, WITH AN
UNCOMPROMISING
SAFETY FOCUS
TABLE OF CONTENTS
Description Page
Directors’ Report 28
Remuneration Report 31
Lead Auditor’s Independence Declaration 45
Consolidated Statement of Comprehensive Income 46
Consolidated Statement of Financial Position 47
Consolidated Statement of Cash Flows 48
Consolidated Statement of Changes in Equity 49
About This Report 50
Directors’ Declaration 80
Independent Auditor’s Report to Members of Boom Logistics Limited 81
ASX Additional Information 85
DIRECTORS’ REPORT
Your Directors present their report on the consolidated entity (referred to hereafter as “the Group”) consisting of Boom Logistics Limited
(“Boom Logistics” or “the Company”) and the entities it controlled for the financial year ended 30 June 2019.
DIRECTORS
The Directors of the Company at any time during or since the end of the financial year are:
Maxwell John Findlay BEcon, FAICD (Independent, Non-executive Chairman) (appointed 18 July 2016)
Mr. Findlay was Managing Director and Chief Executive of industrial services company Programmed Group from 1990 until his
retirement from executive life in 2008. Since retiring as an executive, Mr. Findlay has engaged in various non-executive roles in industrial
services, engineering and government. He is currently Chairman of the Snowy Mountains Engineering Corporation and was previously
Director of EVZ Limited and The Royal Children’s Hospital. During the past three years, Mr. Findlay has held ASX listed public company
Directorships with EVZ Limited (2008 to 2017) and Skilled Group Ltd (2010 to 2015). Mr. Findlay is Chairman of the Boom Logistics
Risk Committee and Nomination & Remuneration Committee.
Tony Spassopoulos BBus (Management), MBA (Managing Director) (appointed 20 September 2018)
Mr. Spassopoulos has over 30 years experience in the equipment hire, industrial services, and the pallet/container pooling industries.
Prior to joining the Company, Mr. Spassopoulos was Director/General Manager of CHEP Asia Pacific – Reusable Plastics Containers
business and held other senior management positions during his 19 years in the Brambles Group. He joined the Company in 2008
and served as Director of Sales and Marketing and more recently Chief Operating Officer prior to his appointment as Managing
Director. During the past three years, Mr. Spassopoulos has not held any other ASX listed public company Directorships.
Melanie Jayne Allibon MAICD (Independent, Non-executive Director) (appointed 19 June 2019)
Ms. Allibon has an extensive background in human resources and operating risk, primarily in the manufacturing, FMCG, mining
and industrial services sectors. She has held senior executive positions with Newcrest Mining, Seven Group Holdings, Pacific
Brands, Amcor, Fosters Group and BHP. Ms. Allibon has held non-executive director positions with the Australian Mines and Metals
Association, Melbourne Water Corporation and Ardoch Youth Foundation Ltd. She is currently a member of World Vision’s Business
Advisory Council, Chief Executive Women and the International Women’s Forum. During the past three years, Ms. Allibon has not held
any other ASX listed public company Directorships.
Jean-Pierre Buijtels MSc (International Business) (Non-independent, Non-executive Director) (appointed 2 June 2017)
Mr. Buijtels is the portfolio manager of Gran Fondo Capital, a Dutch mutual fund. Since 2007 he has been investing in private equity and
public equity at 3i, Gimv and Strikwerda Investments. He has been involved at board level at several companies, currently as observer at
Constellation Software Netherlands Holding Coöperatief U.A (a subsidiary of Constellation Software Inc. and the indirect owner of Total
Specific Solutions). Since the date of appointment, Mr. Buijtels has not held any other ASX listed public company Directorships.
Terrence Charles Francis DBus (hon. causa), BE (Civil), MBA, FIE Aust, FAICD, FFin (Independent, Non-executive Director)
(appointed 13 January 2005)
Mr. Francis is currently a Non-executive Director of the Infrastructure Specialist Asset Management Limited (appointed 29 September
2006). He has over 20 years experience on government and private sector boards and he advises business and government on
infrastructure development. Previously Mr. Francis was Vice President of Continental Illinois Bank, Executive Director of Deutsche Bank
Australia, and Chief Executive Officer of Bank of America in Australia. During the past three years, Mr. Francis has not held any other
ASX listed public company Directorships. Mr. Francis is Chairman of the Boom Logistics Audit Committee.
Brenden Clive Mitchell BSc (Chem), BBus (Multidiscipline) (Managing Director) (appointed 1 May 2008) (retired 20 September 2018)
Mr. Mitchell worked for over ten years leading multifaceted and multi-location businesses for Brambles in Australia and the UK. He has
previous experience in the fast moving consumer goods sector and upon moving to Brambles, Mr. Mitchell held senior positions in the
equipment hire and the high compliance waste industry. Mr. Mitchell’s last position for Brambles was leading the capital and people
intensive municipal business in the UK with revenue of $550 million and 6,000 employees. During the past three years, Mr. Mitchell has
not held any other ASX listed public company Directorships.
COMPANY SECRETARY
Malcolm Peter Ross BBus, LLB, LLM, GradDipACG, FGIA (appointed Company Secretary 22 September 2014)
Mr Ross joined the Company on 7 November 2011 as General Counsel and in addition to those responsibilities was appointed
Company Secretary on 22 September 2014. Following admission as a solicitor in Victoria in 1997, he worked with Harwood Andrews
and then Hall & Wilcox Lawyers. In 2002, he joined InterContinental Hotels Group Plc (FTSE-listed) based in Singapore where his final
position was Vice-President and Associate General Counsel with responsibility for leading the legal function across Asia Australasia.
DIRECTORS MEETINGS
The number of meetings of Directors (including meetings of committees of Directors) held during the year and the number of meetings
attended by each Director was as follows:
Nomination and Health, Safety,
Name of Remuneration Environment &
director Board of Directors Audit Committee Committee Quality Committee Risk Committee
Held Attended Held Attended Held Attended Held Attended Held Attended
M.J. Findlay 13 13 5 5 1 1 4 4 3 3
T. Spassopoulos a 11 11 - - 1 1 3 3 2 2
M.J. Allibon a 1 1 - - - - - - - -
J-P. Buijtels 13 13 - - 1 1 4 3 3 3
T.C. Francis 13 13 5 5 1 1 4 4 3 3
T.A. Hebiton 13 13 5 5 1 1 4 4 3 3
B.C. Mitchell b 2 2 - - - - 1 1 1 1
a Attendance from date of appointment
b Attendance prior to retirement
CORPORATE STRUCTURE
Boom Logistics is a company limited by shares that is incorporated and domiciled in Australia. Boom Logistics Limited has prepared
a consolidated financial report incorporating the entities that it controlled during the financial year, which are listed in note 14 to the
financial statements.
During the financial year, the Company has paid an insurance premium for the benefit of the Directors and officers of the Company
in accordance with common commercial practice. The insurance policy prohibits disclosure of the liability insured and the amount of
the premium.
CORPORATE GOVERNANCE
The Group recognises the need for the highest standards of corporate behaviour and accountability. The Directors of Boom Logistics
have accordingly followed the recommendations set by the ASX Corporate Governance Council. For further information on corporate
governance policies adopted by Boom Logistics Limited, refer to our website: www.boomlogistics.com.au/about-us/corporate-
governance and annual reports.
The Directors are cognisant of the requirement to continuously disclose material matters to the market. At this time, other than
the matters addressed in this financial report there are no matters sufficiently advanced or at a level of certainty that would require
disclosure.
Key management personnel (“KMP”) are those persons who, directly or indirectly, have authority and responsibility for planning,
directing and controlling the major activities of the Company and Group.
In conducting the Executive KMP remuneration review, the following principles are applied:
• Monitoring against external competitiveness, as appropriate using independent market survey data comparing the Group’s
remuneration levels against industry peers in terms of comparable job size and responsibility;
• Internal equity, ensuring Executive KMP remuneration across the Group is based upon a clear view of the scope of individual
positions and the respective responsibilities;
• A meaningful “at risk” component with entitlement dependent on achieving Group and individual performance targets set by the
Board of Directors and aligned to the Group’s strategy; and
• Reward for performance represents a balance of annual and longer term targets.
The Nomination and Remuneration Committee comprises a majority of independent directors and is chaired by the Chairman of the
Board of Directors. From time to time, the Nomination and Remuneration Committee also draws upon advice and market survey data
from external consultants in discharging its responsibilities.
* Tony Spassopoulos was appointed Chief Executive Officer & Managing Director on 20 September 2018. Prior to this date, he was
the Chief Operating Officer which was still a KMP role.
Committees
Health, Safety,
Nomination & Environment &
Name Position a Audit Remuneration Quality Risk
Maxwell Findlay Chairman Member Chairman Member Chairman
Melanie Allibon b
Non-executive Director - - - -
Jean-Pierre Buijtels Non-executive Director - Member Member Member
Terrence Francis Non-executive Director Chairman Member Member Member
Terence Hebiton Non-executive Director Member Member Chairman Member
a All non-executive directors are independent, except for Jean-Pierre Buijtels who is not independent.
b Melanie Allibon was appointed on 19 June 2019 and consequently, memberships of Board committees have yet to be determined
at 30 June 2019.
Each right is a right to acquire one ordinary share in the Company. The exact number of rights to be granted is based on the
amount of salary sacrificed and the 5 day volume weighted average price prior each month. Rights do not carry any dividend or
voting rights. Rights will be granted twice a year following the announcement of the half-year and full-year results or in any event,
within twelve months of the Annual General Meeting (“AGM”). Rights will have a twelve month exercise restriction commencing
from the relevant grant dates. The rights to ordinary shares equivalent to the amount salary sacrificed in the period from the most
recent grant date will be granted following the announcement of the full-year results.
Variable remuneration
The Group has a number of variable remuneration arrangements as follows:
Each right is a right to acquire one ordinary share in the Company. The exact number of rights to be granted is based on 50% of
the STIP outcome divided by the 5 day volume weighted average price after the release of full year results. Rights do not carry any
dividend or voting rights. Rights will be granted following the announcement of the full-year results or in any event, within twelve
months of the AGM. Rights will have a six month exercise restriction commencing from the grant date.
Each option is a right to acquire one ordinary share in the Company (or an equivalent cash amount) subject to payment of the
exercise price. The exact number of options to be granted will be the LTIP award divided by the option valuation using a Binomial
valuation methodology prior to grant date. The option exercise price is calculated based on the 5 day volume weighted average
price prior to the grant date. Options do not carry any dividend or voting rights. Options will be granted within twelve months of the
Annual General Meeting.
Options are subject to a performance hurdle based on absolute Earnings Per Share (“EPS”), which is measured over a three
year performance period. An absolute EPS hurdle must be achieved at the end of year three for any options to vest. The Board
of Directors retains a discretion to adjust the EPS hurdle as required to ensure plan participants are neither advantaged nor
disadvantaged by matters outside management’s control that materially affect absolute EPS (for example, by excluding one-off
non-recurrent items or the impact of significant acquisitions or disposals).
The following table shows the potential annual remuneration packages for Executive KMP during the financial year.
Fixed Variable
Name Title FAR STIP % of FAR LTIP % of FAR
Tony Spassopoulos Chief Executive Officer & Managing Director 600,000 40% 50%
Brenden Mitchell Former Chief Executive Officer & Managing Director 675,000 40% 45%
Tim Rogers Chief Financial Officer 323,269 20% 20%
Malcolm Ross General Counsel & Company Secretary 275,211 20% 20%
Shane Stafford General Manager – readi 257,115 30% 20%
KMP remuneration is reviewed by the Nomination and Remuneration Committee of the Board of Directors with input from the
Chief Executive Officer (“CEO”) in respect of KMP reporting directly to him. Market survey data provided combined with individual
performance appraisals to determine recommendations go to the Board of Directors for approval. This process occurs in June of each
year and remuneration adjustments take effect from the beginning of each financial year.
The Nomination and Remuneration Committee has direct responsibility for reviewing CEO performance against targets set by the
Board of Directors and recommending to the Board of Directors appropriate adjustments to his remuneration package.
Staff reviews are similarly conducted by the relevant Executives and General Managers, with overview from the CEO.
Mr. Spassopoulos’ remuneration package as at 30 June 2019 comprised the following components:
• FAR of $600,000 per annum, inclusive of allowances and superannuation contributions in line with the Superannuation Guarantee
legislation. Mr. Spassopoulos’ FAR is reviewed annually effective 1 July each year taking into account the Group’s performance,
industry and economic conditions and personal performance.
– Mr. Spassopoulos has elected to salary sacrifice 20% of his FAR for rights to ordinary shares in the Company equating to an
annual value of $120,000;
• STIP equivalent to 40% of his FAR upon achievement of performance conditions set by the Board of Directors on an annual basis.
50% of the STIP outcome achieved for the financial year will be delivered in cash and 50% will be delivered in equity in the form of
rights to ordinary shares in the Company. The cash payment of any bonus under the STIP will take place after the annual audit of
the Group’s financial report which typically occurs in the first half of the following financial year. No STIP is awarded if performance
conditions are not met; and
• LTIP equivalent to 50% of his FAR is allocated in options of the Company with a performance hurdle based on absolute EPS over
a three year performance period subject to shareholder approval at the Company’s Annual General Meeting.
If his employment is terminated on the grounds of redundancy or where a diminution in responsibility occurs, Mr. Spassopoulos will be
entitled to receive:
• The lesser of the maximum amount permitted by the Corporations Act and 12 months pay calculated in accordance with his FAR
at the date of redundancy or diminution;
• Vested employee entitlements;
• STIP rights that have vested and if not exercised the exercise restrictions will be lifted. Where employment ceased prior to the STIP
outcome being determined, the Board of Directors may at its discretion determine a pro-rated STIP based on the proportion of the
performance period that has elapsed at the time of cessation. To the extent the relevant performance conditions are satisfied, the
STIP award will be paid in cash and no rights will be allocated;
• LTIP options that have vested. Where employment ceased before the options vest, unvested options will continue “on-foot”
and will be tested following the end of the original vesting date, and vesting to the extent that the relevant conditions have been
satisfied (ignoring any service related conditions);
• In the event a termination payment is made, no payment in lieu of notice will be made.
The Board of Directors also have a broader discretion to apply any other treatment that it deems appropriate in the circumstances.
In the event that Mr. Spassopoulos was to be summarily dismissed, he would be paid for the period served prior to dismissal and any
accrued leave entitlements. Mr. Spassopoulos would not be entitled to the payment of any bonus under the STIP or LTIP.
Mr. Spassopoulos is subject to restrictive covenants upon cessation of his employment for a maximum period of one year.
Mr. Mitchell will not be entitled to receive a short-term or long-term incentive in relation to the 2019 financial year. Mr. Mitchell’s long-
term incentives in relation to the 2017 financial year and 2018 financial year (tranche 1 and 2 only) will continue on foot and will vest to
the extent that the applicable conditions have been achieved at the end of the applicable vesting period.
On termination by notice of the Company or the Executive KMP, any STIP and LTIP that have vested will be awarded. Where
employment ceased prior to the STIP outcome being determined or LTIP options vest, the treatment will be the same as that disclosed
in the CEO & Managing Director Remuneration section above.
The Company may terminate the contract at any time without notice if serious misconduct has occurred. Where termination with
cause occurs, the Executive KMP is only entitled to that proportion of remuneration that is fixed, and only up to the date of termination.
On termination with cause, any unvested STIP rights and LTIP shares or options will lapse.
Total
Short Term Employee Total
Post Benefits performance
Employment Share-based Payments b Long Term Expense related
Terrence Francis
2019 64,375 - - 6,116 - - - 70,491
2018 60,000 - - 5,700 - - - 65,700
Terence Hebiton
2019 64,375 - - 6,116 - - - 70,491
2018 60,000 - - 5,700 - - - 65,700
Total Remuneration: Non-Executive Directors
2019 259,637 - - 24,666 - - - 284,303
2018 240,000 - - 22,800 - - - 262,800
Total Remuneration: Non-Executive Directors and
Executives – Group
2019 1,549,248 41,474 45,079 140,621 675,000 (2,221) 42,316 2,491,517
2018 1,758,153 270,987 47,910 144,784 - 884,909 8,231 3,114,974
a Jean-Pierre Buijtels is not paid a Director’s fee. Instead, the Company pays for his travel and accommodation costs whilst attending
Board of Director and committee meetings in Australia up to a maximum of $65,700 per financial year.
Executives
Tim Rogers - - -
Malcolm Ross - - -
Shane Stafford - - -
(i) These amounts represent ordinary shares purchased or sold directly or indirectly by the directors and executives during the
financial year. These transactions have no connection with their roles and responsibilities as employees of the Group.
(ii) Includes shares held under a nominee or a related party.
a Mr. Buijtels is employed by Rorema Beheer B.V., the fund manager (the Fund Manager) of the fund Gran Fondo Capital (the
Fund) which holds 35,380,332 shares in Boom Logistics Limited (the Company). Mr. Buijtels’ remuneration is partly linked to
the performance of the Fund, which is influenced by the performance of the shares of the Company as long as the Fund holds
shares in the Company. Mr. Buijtels holds a minority economic interest of less than 5% of the units of the Fund and thereby
indirectly an economic interest in the Company as long as the Fund holds shares in the Company. The Fund is open-ended and
Mr. Buijtels can redeem his units in the Fund against their net asset value minus redemption fee at each transaction day of the
Fund. Mr. Buijtels is not a director of the Fund Manager, and does not have the power to exercise votes, control the exercise of
votes, dispose of or control the disposal of the Fund’s shares in the Company. However, he can influence the decision-making
process of the director of the Fund Manager in his capacity as its portfolio manager.
b Mr. Mitchell’s shareholding balance is as at date of resignation on 20 September 2018.
Value of
rights
Fair value granted
Grant per right at Exercise during the
Name Year Grant date number grant date date Expiry date year
Tony Spassopoulos 2019 25 Feb 19 308,451 $0.1793 25 Feb 20 25 Feb 29 $55,000
2018 17 Aug 18 118,711 $0.2069 17 Aug 19 17 Aug 28 $25,000
Brenden Mitchell 2018 17 Aug 18 490,958 $0.2069 17 Aug 19 17 Aug 28 $101,250
Tim Rogers 2019 25 Feb 19 85,968 $0.1793 25 Feb 20 25 Feb 29 $15,442
2018 17 Aug 18 67,876 $0.2069 17 Aug 19 17 Aug 28 $13,998
Shane Stafford 2019 25 Feb 19 7,720 $0.1793 25 Feb 20 25 Feb 29 $1,674
2018 17 Aug 18 48,703 $0.2069 17 Aug 19 17 Aug 28 $10,044
SSRP rights are granted twice per annum during the trading window following the release of the half-year and full year results.
Amounts are salary sacrificed monthly and are held until granting of rights during a trading window.
The following table shows the potential rights to ordinary shares not yet granted to Executive KMP equivalent to the amount of salary
sacrificed to 30 June 2019 since the most recent granting of rights under the salary sacrifice rights plan.
Number of Value of
rights rights
not yet not yet
Name Year granted granted
Tony Spassopoulos 2019 254,051 $40,000
Tim Rogers 2019 68,439 $10,776
Value of
rights
Fair value granted
Grant per right at Exercise during the
Name Year Grant date number grant date date Expiry date year
Tony Spassopoulos 2018 7 Sep 18 316,058 $0.2192 7 Mar 19 7 Sep 28 $69,280
Brenden Mitchell 2018 7 Sep 18 615,876 $0.2192 7 Mar 19 7 Sep 28 $135,000
Tim Rogers 2018 7 Sep 18 139,129 $0.2192 7 Mar 19 7 Sep 28 $30,497
Malcolm Ross 2018 7 Sep 18 97,514 $0.2192 7 Mar 19 7 Sep 28 $21,375
Shane Stafford 2018 7 Sep 18 67,669 $0.2192 7 Mar 19 7 Sep 28 $14,832
For the FY2019 STIP, the Nomination and Remuneration Committee conducted a review of the Executive KMP performance against
their set targets which resulted in the following potential maximum STIP being awarded to the Executive KMP. The STIP will be settled
50% in cash and 50% in rights to ordinary shares in the Company after the announcement of the full year results and approval by the
Board of Directors.
Maximum Total
STIP Weightinga Cost
Name Title $ % $
Tony Spassopoulos Chief Executive Officer & Managing Director 240,000 20.0% 48,000
Tim Rogers Chief Financial Officer 64,654 20.0% 12,930
Malcolm Ross General Counsel & Company Secretary 55,042 40.0% 22,018
Shane Stafford General Manager – readi 77,135 0.0% 0
a Weighting represents the percentage of total STIP entitlement awarded to Executive KMPs based on their financial, safety and
individual performance targets.
Rights to ordinary
shares (number) Balance at Granted Balance at
30 June 2019 Grant date start of year during year Exercised end of year
STIP Rights
Tony Spassopoulos 7 Sep 18 - 316,058 - 316,058
Brenden Mitchell 7 Sep 18 - 615,876 (615,876) -
Tim Rogers 7 Sep 18 - 139,129 - 139,129
27 Sep 17 49,580 - - 49,580
49,580 139,129 - 188,709
Malcolm Ross 7 Sep 18 - 97,514 - 97,514
27 Sep 17 87,718 - - 87,718
87,718 97,514 - 185,232
Shane Stafford 7 Sep 18 - 67,669 (67,669) -
27 Sep 17 121,743 - (121,743) -
Fair Value of
value per options
option granted
Grant at grant Exercise Vesting during the
Name Year Grant date number Vesting date date price Expiry date Benchmark year
Tony Spassopoulos 2019 28 Nov 18 4,838,710 31 Aug 21 $0.0620 $0.164 30 Sep 21 EPS > $0.03 $300,000
2018 30 Nov 17 1,979,421 31 Aug 20 $0.0700 $0.212 30 Sep 20 $0.025 EPS $138,559
2017 4 Nov 16 2,932,473 31 Aug 19 $0.0450 $0.108 4 Sep 19 $0.020 EPS $131,961
Brenden Mitchell 2018 30 Nov 17 4,339,286 31 Aug 20 $0.0700 $0.212 30 Sep 20 $0.025 EPS $303,750
2017 4 Nov 16 6,750,000 31 Aug 19 $0.0450 $0.108 4 Sep 19 $0.020 EPS $303,750
Tim Rogers 2019 28 Nov 18 1,042,803 31 Aug 21 $0.0620 $0.164 30 Sep 21 EPS > $0.03 $64,654
2018 30 Nov 17 871,346 31 Aug 20 $0.0700 $0.212 30 Sep 20 $0.025 EPS $60,994
2017 4 Nov 16 1,303,293 31 Aug 19 $0.0450 $0.108 4 Sep 19 $0.020 EPS $58,648
Malcolm Ross 2019 28 Nov 18 887,777 31 Aug 21 $0.0620 $0.164 30 Sep 21 EPS > $0.03 $55,042
2018 30 Nov 17 763,414 31 Aug 20 $0.0700 $0.212 30 Sep 20 $0.025 EPS $53,439
2017 4 Nov 16 1,152,947 31 Aug 19 $0.0450 $0.108 4 Sep 19 $0.020 EPS $51,883
Shane Stafford 2019 28 Nov 18 829,403 31 Aug 21 $0.0620 $0.164 30 Sep 21 EPS > $0.03 $51,423
2018 30 Nov 17 706,360 31 Aug 20 $0.0700 $0.212 30 Sep 20 $0.025 EPS $49,445
2017 4 Nov 16 1,066,778 31 Aug 19 $0.0450 $0.108 4 Sep 19 $0.020 EPS $48,005
The FY2017 options allocated to the Executive KMP did not vest as their vesting conditions were not met. In accordance with the LTIP
rules, the FY2017 options were treated as lapsed at reporting date.
NON-AUDIT SERVICES
The following non-audit services were provided by KPMG Australia, the Company’s auditor. The Directors are satisfied that the
provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act
2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised.
KPMG Australia received or are due to receive the following amounts for the provision of non-audit services:
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the
Corporations Act 2001.
ROUNDING
The amounts contained in this report and in the financial report are presented in Australian dollars and have been rounded to the
nearest $1,000 (where rounding is applicable) under the option available under ASIC Corporations Instrument 2016/191. The Group is
of a kind to which the Corporations Instrument applies.
I declare that, to the best of my knowledge and belief, in relation to the audit of Boom Logistics Limited for
the financial year ended 30 June 2019 there have been:
i. no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii. no contraventions of any applicable code of professional conduct in relation to the audit.
Partner
Melbourne
21 August 2019
KPMG, an Australian partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG Liability limited by a scheme approved under
International Cooperative (“KPMG International”), a Swiss entity. Professional Standards Legislation.
Loss / (profit) before financing expense and income tax (1,624) 2,444
Other comprehensive loss for the year, net of tax (17) (60)
The accompanying notes form an integral part of the Consolidated Statement of Comprehensive Income.
CURRENT ASSETS
Cash and cash equivalents 1,450 1,670
Trade receivables, contract assets and other receivables 35,524 37,067
Inventories, prepayments and other current assets 5,282 1,882
Assets classified as held for sale 250 815
Income tax receivable 4(c) 4,450 4,450
NON-CURRENT ASSETS
Property, plant and equipment 7 152,079 167,488
Deferred tax asset 4(b) 28 7
CURRENT LIABILITIES
Trade and other payables 13,868 14,594
Interest bearing loans and borrowings 11 5,167 3,131
Employee provisions 8,147 9,178
Other provisions and liabilities 4,539 4,844
NON-CURRENT LIABILITIES
Interest bearing loans and borrowings 11 32,709 35,443
Employee provisions 307 257
Other provisions and liabilities 344 657
Derivative financial instruments 110 85
EQUITY
Contributed equity 13(a) 312,057 318,065
Retained losses (180,601) (174,871)
Reserves 2,416 1,996
The accompanying notes form an integral part of the Consolidated Statement of Financial Position.
Cash and cash equivalents at the end of the period 1,450 1,670
The accompanying notes form an integral part of the Consolidated Statement of Cash Flows.
Employee
Cash Flow Equity
Issued Retained Hedge Benefits Total
Note Capital Earnings Reserve Reserve Equity
$’000 $’000 $’000 $’000 $’000
The accompanying notes form an integral part of the Consolidated Statement of Changes in Equity.
Boom Logistics Limited is a company domiciled in Australia and limited by shares incorporated in Australia whose shares are publicly
traded on the Australian Stock Exchange.
The Group is a for-profit entity and the nature of its operations and principal activities are described in note 1.
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards
(AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial
report complies with International Financial Reporting Standards (IFRSs) and interpretations adopted by the International Accounting
Standards Board (IASB).
The financial report has been prepared in accordance with the historical cost convention rounded to the nearest thousand dollars
($’000) in accordance with ASIC Corporations Instrument 2016/191 unless otherwise stated, except for derivative financial instruments
and assets classified as held for sale which are measured at fair value. The financial report is presented in Australian dollars which is
the Company’s functional currency.
Boom’s Directors have included information in this report that they deem to be material and relevant to the understanding of the
financial report. Disclosure may be considered material and relevant if the dollar amount is significant due to size or nature, or the
information is important to understand the:
• Group’s current year results;
• impact of significant changes in Boom’s business; or
• aspects of the Group’s operations that are important to future performance.
Disclosure of information that is not material may undermine the usefulness of the financial report by obscuring important information.
Accounting policies and critical accounting judgements applied to the preparation of the financial report have been moved to where
the related accounting balance or financial statement matter is discussed.
1. SEGMENT REPORTING
Description of operating segments
Management has determined the operating segments based on the reports reviewed by the Chief Operating Decision Maker
(“CODM”) to make decisions about resource allocation and to assess performance. The CODM who is responsible for allocating
resources and assessing performance of the operating segments is the Managing Director and CEO.
The business is considered from a product perspective and has two reportable segments:
• “Lifting Solutions”, which consists of all lifting activities including the provision of cranes, travel towers, access equipment and all
associated services; and
• “Labour Hire”, which includes the provision of skilled labour with a wide range of trades, such as, electricians, boiler makers,
mechanics, plus the traditional crane and travel tower operators, riggers, truck drivers.
The segment information provided to the CODM is measured in a manner consistent with that of the financial statements.
All inter-segment sales are carried out at arm’s length prices.
Segment revenue
Segment result
Operating result 26,669 1,076 (6,263) - 21,482
Net profit on disposal of property, plant and
equipment (2,010) - - - (2,010)
Depreciation and amortisation (16,771) (8) (561) - (17,340)
Restructuring expense (1,117) - - - (1,117)
Employee benefit expense – retirement
provision - - (675) - (675)
Impairment of property, plant and equipment (1,975) - - - (1,975)
(Loss) / profit before net interest and tax 4,796 1,068 (7,499) - (1,635)
* Other represents centralised costs including national office and shared services.
Segment revenue
Segment result
Operating result 26,974 1,269 (7,396) - 20,847
Net profit on disposal of property, plant and
equipment 155 - 7 - 162
Depreciation and amortisation (17,681) (8) (514) - (18,203)
Restructuring expense (310) - (60) - (370)
Profit / (loss) before net interest and tax 9,138 1,261 (7,963) - 2,436
* Other represents centralised costs including national office and shared services.
Lifting Labour
Solutions Services Consolidated
Industry segment $’000 $’000 $’000
Total trade receivables, contract assets and other receivables 35,524 37,067
(i) Contract assets relate to the Group’s right to consideration for work completed but not billed at the reporting date. The contract
assets are transferred to trade receivables when the rights become unconditional. This usually occurs when the Group issues the
invoices to the customers.
Revenue from the installation of wind towers is recognised by reference to the stage of completion of the contract. The stage of
completion is measured by reference to work completed on each stage of a wind tower unit calculated as a percentage of the total
wind towers included under the contract.
The total consideration in the services above is allocated based on their standalone selling prices. The stand-alone selling prices are
determined based on the list prices at which the Group sells the services in separate transactions. The fair value and the stand-alone
selling prices of both types of services are considered broadly similar.
2019 2018
$’000 $’000
(b) Expenses
External equipment hire 10,249 8,385
External labour hire 3,895 9,398
Maintenance 9,957 11,703
Fuel 3,459 3,598
External transport 8,199 7,527
Employee travel and housing 2,275 1,053
Other reimbursable costs (on-charged to customers) 1,517 3,429
Other equipment services and supplies 4,895 3,899
4. INCOME TAX
(a) Income tax benefit
Current income tax
Current income tax expense / (benefit) 134 10
Adjustments in respect of current income tax of previous years (120) (10)
- -
A reconciliation between tax benefit and the accounting loss before income tax
is as follows:
At the Group’s statutory income tax rate of 30% (2018: 30%) (1,599) (464)
Expenditure not allowable for income tax purposes 35 40
Adjustments in respect of current income tax of previous years (120) (10)
Current year losses for which no deferred tax asset is recognised 569 70
Derecognition of tax losses recognised in previous years 1,115 364
Recognised
Opening in Income Recognised Closing
Balance Statement in Equity Balance
$’000 $’000 $’000 $’000
(b) Deferred income tax
Year ended 30 June 2019
– Employee leave provisions 2,831 (295) - 2,536
– Allowance for impairment on financial assets 123 50 - 173
– Liability accruals 735 (287) - 448
– Restructuring provisions 38 208 - 246
– Tax losses 7,523 (1,115) - 6,408
– Plant and equipment (11,269) 1,453 - (9,816)
– Derivative financial instruments 26 - 7 33
Deferred tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes.
Deferred tax assets and liabilities are recognised for all deductible / taxable temporary differences except where they arise from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become
probable that future taxable profit will allow the deferred tax asset to be recovered.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of comprehensive
income.
Diluted earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary equity holders of the
parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary
shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the calculation of basic and diluted earnings per share:
No. of shares
Weighted average number of ordinary shares used in calculating basic
earnings per share 462,894,795 474,868,764
(i) The total number of granted rights and options at 30 June 2019 and 30 June 2018 were excluded from the diluted weighted
average number of ordinary shares calculation as their effect was anti-dilutive.
6. DIVIDENDS
There were no dividends paid or proposed during the year.
The amount of franking credits available for the subsequent financial year are:
– Franking credits as at the end of the financial year at 30% (2018: 30%) 2 2
– Franking deficits that will arise from the receipt of income tax receivable as at the
end of the financial year 4(c) (4,450) (4,450)
(4,448) (4,448)
Machinery,
Furniture, Freehold
Rental Motor Fittings & Land &
Note Equipment Vehicles Equipment Buildings Total
$’000 $’000 $’000 $’000 $’000
7. PROPERTY, PLANT
AND EQUIPMENT
Year ended 30 June 2019
Opening carrying amount 159,559 3,896 1,228 2,805 167,488
Additions 11,395 885 645 - 12,925
Disposals (i) (8,642) (76) (68) - (8,786)
Transfers (676) 282 162 (1) (233)
Impairment 8 (975) - - (1,000) (1,975)
Depreciation charge for the year (15,661) (909) (648) (122) (17,340)
(i) Disposals during the year totalled $9.584 million which comprises $8.786 million from property, plant and equipment
and $0.798 million from assets classified as held of sale. At reporting date, $1.2 million (2018: $nil) of proceeds from sale
had not been received and are disclosed in “Inventories, prepayments and other current assets” on the Consolidated
Statement of Financial Position.
When a major overhaul is performed on an asset, the cost is recognised in the carrying amount of property, plant and equipment
only if the major overhaul extends the expected useful life of the asset or if the continuing operation of the asset is conditional upon
incurring the expenditure. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of property,
plant and equipment as a replacement only if it is eligible for capitalisation. The cost of the day-to-day servicing or the replacement of
consumable parts of property, plant and equipment is recognised in profit or loss as incurred.
Depreciation is recognised in the statement of comprehensive income on a straight line basis over the estimated useful life of each part
of an item of property, plant and equipment as follows:
Buildings 20 Years
Mobile Cranes 10 to 15 Years
Travel Towers 10 to 20 Years
Access and Ancillary Equipment 10 Years
Vehicles 5 to 10 Years
Office and Workshop Equipment 3 to 10 Years
Leasehold Improvements Lease term
Computer Equipment 3 to 5 Years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and at more regular intervals when there is
an indicator of impairment or when deemed appropriate.
Gains or losses on sale of property, plant and equipment are included in the statement of comprehensive income in the year the asset
is disposed of.
Residual values are determined based on the value the Group would derive upon ultimate disposal of the individual piece of property,
plant and equipment at the end of its useful life. The achievement of these residual values is dependent upon the second hand
equipment market at any given point in the economic cycle.
Management will increase the depreciation charge where useful lives are less than previously estimated lives or there is indication that
residual values can not be achieved.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows from other assets or groups of assets (the “cash-generating unit”).
Following the appointment of Tony Spassopoulos as CEO and Managing Director in the first half of 2019 financial year the Group has
completed the re-organisation and rationalisation of its reporting and operating structure. The Group’s asset hire businesses have been
organised by region under a responsible regional General Manager.
Consequently, the CGUs have been changed to a metropolitan region that services principally telecommunication, power and utilities
customers under national service agreements requiring travel tower assets. In the other regions, being East Coast, Southern and
Western Australia, service contracts within and across regions generally use a bundle of asset types with assets of the same capacity
generally interchangeable.
The labour hire business is maintained as a separate operating segment and CGU. Each region is supported by shared regional
resources in addition to national shared services comprising business development, fleet management, information technology,
finance and administration services. In making this change to CGU classification no prior period impairment risk has arisen.
The recoverable amount of an asset or cash-generating unit or a group of cash-generating units is the greater of its value in use and its
fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a
post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is recognised if the carrying amount of an asset, cash-generating unit or a group of cash-generating units exceeds
its recoverable amount. Impairment losses are recognised in the statement of comprehensive income. Impairment losses recognised
in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to
reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
The independent valuation supported the carrying value of the CGU’s crane and travel tower assets as stated in the consolidated
statement of financial position. The evaluation is consistent with the Group’s assessment of the economic environment, lengthening
lead times for new equipment and second hand asset values. Consequently, no impairment adjustment to the carrying value of
operating fleet was considered necessary at 30 June 2019. An impairment charge of $1.975 million was recognised in the period of
which $0.975 million related to damage incurred to one particular crane asset that will be repaired and placed back into service, and
$1.0 million related to land and building in Newman Western Australia further to an assessment of the fair value of similar properties in
the region based on recent sale values. The carrying value of the land and building post impairment is $1.682 million.
9. RECONCILIATION OF THE NET CASH FLOWS FROM OPERATIONS WITH NET LOSS AFTER TAX
Net loss after tax (5,330) (1,547)
10. COMMITMENTS
(a) Operating leases commitments
The Group has entered into commercial leases on certain plant and equipment, motor vehicles
and property. These leases have terms ranging from 1 to 5 years.
Aggregate operating lease expenditure contracted for at reporting date 27,885 15,083
There is no capital expenditure contracted for at reporting date but not recognised in the
financial statements:
- 1,829
Finance lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant
rate of interest on the remaining balance of the liability. Finance charges are recognised in financing expenses in the statement of
comprehensive income.
Non current
Other loans 21,923 30,831
Secured bank loans 11,000 5,000
Prepaid borrowing costs (214) (388)
• $20 million, 3 year syndicated loan facility expiring on January 2022. The facility attracts a floating interest rate. The facility
limit amortises by between $nil and $2.5 million at each six month period on 1 January and 1 July dependant on the
earnings leverage ratio reported at the end of the preceding quarter. The Group does not expect any amortisation to apply to
the facility;
• $20 million, 3 year trade receivables loan facility expiring on January 2022. The facility incurs a fixed fee and floating interest
on funds drawn. There is no amortisation required over the life of this facility;
• $35 million asset finance facility with De Lage Landen, comprising finance and operating leases with varying expiry dates from
August 2021 to May 2024. The facility attracts fixed interest rates and drawn amounts amortise over a period of 2 to 5 years.
2019 2018
Weighted
average Year of $’000 $’000
Currency interest rate maturity Carrying amount
76,000 52,356
Facilities drawn at reporting date:
– bank overdraft - -
– bank loans and borrowings 38,090 38,962
38,090 38,962
Facilities undrawn at reporting date:
– bank overdraft 1,000 1,000
– bank loans and borrowings (i) 28,619 12,394
29,619 13,394
(i) $7.2 million of the $35 million asset finance facility was undrawn at reporting date. $19.5 million was drawn as disclosed
above with a further $8.3 million utilised by operating lease commitments.
In addition, the Group has an existing $10.5 million working capital facility arrangement with National Australia Bank for letters
of credit, bank guarantees and credit card facilities. As at 30 June 2019, $7.609 million (2018: $5.487 million) was utilised.
Gains and losses are recognised in the statement of comprehensive income when the liabilities are derecognised.
The fair value of all borrowings approximates their carrying amount at reporting date as the impact of any market discounting is not
significant.
Risk management guidelines have been further developed to identify and analyse the risks faced by the Group, to set appropriate risk
limits and controls, and to monitor risks and adherence to limits. Risk management guidelines are regularly reviewed to reflect changes
in market conditions and the Group’s activities.
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk;
• Liquidity risk; and
• Market risk.
The Group’s policy is to trade with recognised, creditworthy third parties. It is the Group’s practice that all customers who wish
to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an
ongoing basis with the result that the Group’s exposure to bad debts is not significant.
To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit
risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the
same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the
expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
The Group established a provision matrix based on the historical credit loss experience and adjusted for forward looking factors
specific to the debtors and the economic environment. The Group considers trade receivables and contract assets are at
risk when contractual payments are 120 days past invoice date, subject to other internal or external information that indicate
otherwise.
Collectability is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying
amount directly. An allowance for impairment is used when there is objective evidence that the Group will not be able to collect
all amounts due according to the original terms of the receivables.
* Trade receivables are net of specific transactions totalling $0.245 million that have been fully provided and excluded from
above general provision calculation.
Other receivables of $0.8 million (2018: $nil) related to the unpaid portion of the legal settlement as disclosed in note 3(a). The
legal settlement was awarded by the court and is not considered a credit risk.
The movement in the allowance for impairment in respect of trade receivables and contract assets during the financial year is
as follows:
2019
$’000
The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. When
a trade receivable or contract asset for which an allowance for impairment had been recognised becomes uncollectible in a
subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are
credited against other expenses in the statement of comprehensive income.
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts,
bank loans, finance leases and trade receivables loan. At 30 June 2019, the Group’s balance sheet gearing ratio was 27% (net
debt / total equity) (2018: 25%).
The table below represents the undiscounted contractual settlement terms for financial liabilities based on the remaining period
at the reporting date to the contractual maturity date.
Carrying amount
Note 2019 2018
$’000 $’000
Fixed rate instruments
Financial liabilities (i) (19,473) (20,106)
(19,473) (20,106)
(17,167) (17,186)
(i) Fixed and variable rate instruments represent interest bearing loans and borrowings of $38.090 million (2018: $38.962
million) as disclosed in note 11.
The Group’s main interest rate risk arises from short and long-term borrowings. Borrowings issued at variable rates expose the
Group to cash flow interest rate risk. This risk is managed by taking into consideration the current and expected future debt
profile, expectations regarding future interest rate movements, the mix between variable and fixed rate borrowings and the
potential to hedge against negative outcomes by entering into interest rate swaps.
In respect of variable rate instruments, a change of 100 basis points up or down in interest rates would have decreased or
increased the Group’s profit and loss before tax by $171,670 (2018: $171,860).
The Group will continue to monitor debt levels and assess the need to enter into further interest rate swap contracts, or other
derivative instruments, based on forecast debt levels and prevailing market conditions at that time.
In order to protect against exchange rate movements, the Group has entered into forward exchange contracts to purchase
Euros. These contracts are hedging highly probable forecasted transactions and are timed to mature when payments are
scheduled to be made. The forward exchange contracts are considered to be fully effective cash flow hedges and any gain or
loss on the contracts is taken directly to equity.
The Group’s exposure to foreign exchange rate risk at reporting date, expressed in Australian dollars, was $0.299 million (2018:
$0.137 million) and the forward exchange contracts had a fair value of $0.018 million payable (2018: $0.085 million payable).
Sensitivity
Movements in the Australian dollar against the Euro would not result in a material difference to the balances stated in the
consolidated statements of changes in equity and comprehensive income.
At the inception of each hedging transaction, the Group documents the relationship between the hedging instruments and
hedged items, its risk management objectives and its strategy for undertaking the hedge transactions. The Group also
documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in
hedging transactions have been and will continue to be highly effective in offsetting changes in fair value or cash flows of
hedged items.
The effective portion of changes in the fair value of the derivatives that are designated and qualify as cash flow hedges is
recognised in other comprehensive income and accumulated in the cash flow hedge reserve in equity. The gain or loss relating
to the ineffective portion is recognised immediately in profit or loss.
Derivatives are carried at fair value and categorised as level 2 in the fair value hierarchy under AASB 13 where “inputs other than
quoted prices in active markets that are observable for the asset either directly or indirectly”.
(i) During the financial year, Boom purchased and cancelled 35,674,964 ordinary shares as a result of the following share
buy-back schemes. The total cost, including transaction costs, was $6,022,000. These costs were deducted from
contributed equity.
• Minimum share holding buy-back of 1,094,557 ordinary shares priced at $0.22 per share. This share buy-back
scheme has been completed.
• On market share buy-back of 34,580,407 ordinary shares priced between $0.15 and $0.19 per share. This share buy-
back scheme is currently on going and is expected to be completed by 5 December 2019 or earlier if the maximum
number of shares being 46 million shares is bought back prior to that date.
All issued shares are fully paid. Fully paid ordinary shares carry one vote per share and carry the right to dividends.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants included in its agreements with financiers. Adjustments to the Group’s capital structure
can be made subject to meeting the restrictions included in the Group’s financing agreements. These require the Group to
maintain the ratio of gross debt to trading EBITDA at less than 2.5 times with the aggregate total of distributions not exceeding
$15 million over the term of the facilities (to January 2022). Further, the total value of dividends paid in any financial year must
not exceed 50% of the net profit after tax earned in the prior financial year.
The Group monitors capital on the basis of the balance sheet gearing ratio. This ratio is calculated as net debt divided by total
equity. At 30 June 2019, the Group’s balance sheet gearing ratio was 27% (2018: 25%). The Group’s policy is to maintain a
gearing ratio of between 20%-30%.
The Group’s capital management, amongst other things, aims to ensure that it meets its financial covenants. The Group will
also manage its capital structure through returns to shareholders, as economic conditions and trading results improve.
14. SUBSIDIARIES
Name Country of Equity interest
incorporation 2019 2018
% %
Subsidiaries are entities controlled by the Group. Control exists when the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date
that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies
adopted by the Group.
In the parent company financial statements, investments in subsidiaries are carried at cost less impairments.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group.
Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the
consolidated financial statements.
It is a condition of the Corporations Instrument that Boom Logistics Limited and each of the subsidiaries enter into a Deed of Cross
Guarantee. The effect of the Deed is that Boom Logistics Limited guarantees to each creditor payment in full of any debt in the event
of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. The subsidiaries have also given similar
guarantees in the event that Boom Logistics Limited is wound up.
and together with Boom Logistics Limited, represent a “Closed Group” for the purposes of the Corporations Instrument.
The consolidated statement of comprehensive income and balance sheet of the entities that are members of the “Closed Group” are
as follows:
CLOSED GROUP
2019 2018
$’000 $’000
Other comprehensive loss for the year, net of tax (17) (60)
Current assets
Cash and cash equivalents 1,435 1,659
Trade and other receivables 34,111 35,524
Inventories, prepayments and other current assets 5,282 1,875
Assets classified as held for sale 250 151
Income tax receivable 4,450 4,450
Non-current assets
Investments 599 599
Deferred tax asset 5,350 5,165
Property, plant and equipment 145,585 160,198
Current liabilities
Trade and other payables 13,515 14,131
Interest bearing loans and borrowings 5,167 3,131
Employee provisions 7,214 8,222
Other provisions and liabilities 4,404 4,785
Non-current liabilities
Payables 10,736 7,967
Interest bearing loans and borrowings 32,709 35,443
Employee provisions 300 253
Other provisions and liabilities 344 657
Derivative financial instruments 110 85
Equity
Contributed equity 312,057 318,065
Retained losses (191,910) (185,114)
Reserves 2,416 1,996
Equity
Contributed equity 312,057 318,065
Reserves 2,416 1,996
Retained losses (210,493) (199,278)
2019 2018
$ $
Refer to the Remuneration Report in the Directors’ Report for detailed compensation disclosure on key management personnel.
Information with respect to the number of rights and options allocated under the employee incentive schemes are as follows:
Salary Sacrifice Short Term Incentive Plan Long Term Incentive Plan
Rights Plan
Average
Average fair Average fair exercise
value per No. of value per No. of price per No. of
right rights right rights option options
Each right is a right to acquire one ordinary share in the Company. The exact number of rights to be granted is based on the amount
of salary sacrificed and the 5 day volume weighted average price prior each month. Rights do not carry any dividend or voting rights.
Rights will be granted twice a year following the announcement of the half-year and full-year results or in any event, within twelve
months of the Annual General Meeting (“AGM”). Rights will have a twelve month exercise restriction commencing from the relevant
grant dates. The rights to ordinary shares equivalent to the amount salary sacrificed in the period from the most recent grant date will
be granted following the announcement of the full-year results.
Each right is a right to acquire one ordinary share in the Company. The exact number of rights to be granted is based on 50% of
the STIP outcome divided by the 5 day volume weighted average price after the release of full year results. Rights do not carry any
dividend or voting rights. Rights will be granted following the announcement of the full-year results or in any event, within twelve
months of the AGM. Rights will have a six month exercise restriction commencing from the grant date.
Each option is a right to acquire one ordinary share in the Company (or an equivalent cash amount) subject to payment of the exercise
price. The exact number of options to be granted will be the LTIP award divided by the option valuation using a Binomial valuation
methodology prior to grant date. The option exercise price is calculated based on the 5 day volume weighted average price prior to
the grant date. Options do not carry any dividend or voting rights. Options will be granted within twelve months of the Annual General
Meeting. Options are subject to a performance hurdle based on absolute Earnings Per Share (“EPS”), which is measured over a three
year performance period. An absolute EPS hurdle must be achieved at the end of year three for any options to vest. The Board of
Directors retains a discretion to adjust the EPS hurdle as required to ensure plan participants are neither advantaged nor disadvantaged
by matters outside management’s control that materially affect absolute EPS (for example, by excluding one-off non-recurrent items or the
impact of significant acquisitions or disposals).
74 BOOM LOGISTICS ANNUAL REPORT 2019
BOOM LOGISTICS LIMITED
A.B.N. 28 095 466 961
9 437 933
2019 2018
Number of Number of
shares shares
In valuing equity settled transactions, the performance conditions are all non-market measures and as such, are not taken into
account in determining the fair values of the options.
The cost of equity settled transactions is recognised, together with a corresponding increase in equity, over the period in which the
performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the
award (the vesting period).
19. CONTINGENCIES
Contingent liabilities
Performance guarantees totalling $3.436 million have been provided in relation to wind farm construction projects of which $2.700
million will expire within a year and the remainder by 1 May 2022. In addition, other bank guarantees totalling $4.040 million have
been provided to landlords and work cover authority. There are no other contingent liabilities identified at reporting date.
2019 2018
$ $
The new standard is based on the principle that revenue is recognised when control of a good or service
transfers to a customer.
Effective date Mandatory for financial years commencing on or after 1 January 2018.
The Group elected to use the modified retrospective approach in adopting the new standard which
means that the cumulative impact has been recognised in retained earnings as of 1 July 2018 for
customer contracts that were not completed at the date of initial application and that comparatives have
not been restated.
Impact Rendering of services
Pre AASB 15, revenue from the hire of lifting/access equipment, labour and other services provided was
recognised where the right to be compensated for the services could be reliably measured. This typically
occurs when the job dockets or timecards were approved by the customers. If the services under a single
arrangement were rendered in different reporting periods, then the consideration was allocated on a
relative fair value basis.
Construction contracts
Pre AASB 15, revenue from the installation of wind towers was recognised by reference to the stage of
completion. The stage of completion was measured by reference to the wind tower units completed to
date as a percentage of the total wind tower units under the contract. When the contract outcome cannot
be measured reliably, revenue was recognised only to the extent that the expenses incurred are eligible to
be recovered.
Under AASB 15, the total consideration in the services above is allocated based on their stand-alone
selling prices. The stand-alone selling prices are determined based on the list prices at which the Group
sells the services in separate transactions.
Based on the Group’s assessment, the fair value and the stand-alone selling prices of both types of
services above are broadly similar. Consequently, at the date of initial application, there were no significant
differences in the timing of revenue recognition for these services which required the restatement of
opening retained earnings as of 1 July 2018.
The Group elected to use the modified retrospective approach in adopting the new standard which
means that the cumulative impact has been recognised in retained earnings as of 1 July 2018 and that
comparatives have not been restated.
Impact Impairment
The new standard did not have a significant impact on the classification and measurement of the Group’s
financial assets with the exception of impairment losses on trade receivables and contract assets. The
new standard replaces the incurred loss approach with a forward looking expected credit loss (“ECL”)
approach in measuring impairment losses.
The Group has applied the simplified approach and recorded lifetime expected losses on all trade
receivables and contract assets.
The Group established a provision matrix based on the historical credit loss experience and adjusted for
forward looking factors specific to the debtors and the economic environment. The Group considers trade
receivables and contract assets are in default when contractual payments are 90 days past due, subject
to other internal or external information that indicate otherwise.
Based on the assessments undertaken, the impairment losses on trade receivables increased by
$0.4 million and opening retained earnings as of 1 July 2018 was restated as such.
Hedge accounting
The new hedge accounting rules will align the accounting for hedging instruments more closely with the
Group’s risk management practices. As a general rule, more hedge relationships might be eligible for
hedge accounting, as the standard introduces a more principles-based approach.
At the date of initial application, all the Group’s existing hedging relationships were eligible to be treated as
continuing hedging relationships. Consistent with prior periods, the Group has continued to designate the
change in fair values of the entire forward contracts in the Group’s cash flow hedge relationships and, as
such, the adoption of the new hedge accounting rules had no significant impact on the Group’s financial
statements.
The Group intends to adopt the standard using the modified retrospective (option 2) approach which
means that the cumulative impact of the adoption will be recognised in retained earnings as of 1 July
2019 and that comparatives will not be restated.
Impact The Group has completed a preliminary assessment of the potential impact on the consolidated financial
statements resulting from the application of AASB 16 with respect to existing operating leases for
continuing operations as a lessee.
The standard will have an impact on key financial measures such as EBITDA, EBIT and net assets, due
to the standard replacing straight line operating lease expenses with a depreciation charge for the lease
asset and interest expense for the lease liability.
The actual impact of applying AASB 16 on the financial statements in the period of initial application
will depend on future economic conditions, including the Group’s borrowing rate at 1 July 2019, the
composition of the Group’s operating lease portfolio at that date, the Group’s latest assessment of
whether it will exercise any lease renewal options and the extent to which the Group chooses to use
practical expedients and recognition exemptions.
Based on the information currently available at reporting date, the Group estimates the impact of AASB 16
adoption at 1 July 2019 as follows:
• Right-of-Use asset of approximately $26.8 million;
• Lease liabilities of approximately $23.9 million;
• Make good provision and prepaid setup cost adjustment of approximately $2.9 million.
From a lessor perspective, the Group notes that there may be an impact from possible newly identified
embedded leases within contracts under AASB 16 and is working through the impact assessment.
DIRECTORS’ DECLARATION
(a) the Consolidated Financial Statements and notes that are set out on pages 46 to 79, and the Remuneration Report in the
Directors’ Report, set out on pages 31 to 43, are 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 2019 and of its performance for the
financial year ended on that date; and
(ii) complying with Accounting Standards, (including the Australian Accounting Interpretations) and Corporations Regulations
2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable.
2. The Directors draw attention to page 50 to the Consolidated Financial Statements which includes a statement of compliance with
International Financial Reporting Standards.
3. There are reasonable grounds to believe that the Company and the group entities identified in note 14 will be able to meet any
obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the
Company and those group entities pursuant to ASIC Corporations Instrument 2016/785.
4. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive
officer and chief financial officer for the financial year ended 30 June 2019.
Opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the Financial Report in Australia. We
have fulfilled our other ethical responsibilities in accordance with the Code.
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our
audit of the Financial Report of the current period.
This matter was addressed in the context of our audit of the Financial Report as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on this matter.
Other Information
Other Information is financial and non-financial information in Boom Logistics Limited’s annual reporting
which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are
responsible for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In
doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date of
this Auditor’s Report we have nothing to report.
preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001
implementing necessary internal control to enable the preparation of a Financial Report that gives a
true and fair view and is free from material misstatement, whether due to fraud or error
assessing the Group and Company's ability to continue as a going concern and whether the use of the
going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless they either intend to
liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.
to obtain reasonable assurance about whether the Financial Report as a whole is free from material
misstatement, whether due to fraud or error; and
to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing
and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf.
This description forms part of our Auditor’s Report.
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows.
The information is current as at 19 August 2019.
3,303 439,193,800
The number of shareholders holding less than a marketable parcel of
shares are: 597 923,523
There are 3,296,647 rights granted under the Executive Remuneration Plan outstanding held by 23 holders.
There are 18,830,493 options granted under the Executive Remuneration Plan outstanding held by 10 holders.