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Appendix 4D & Half-Year Financial Report

Half Year Results24 August 2022VNTIndustrials

Ventia Services Group Limited
ABN 53 603 253 541


Level 8, 80 Pacific Highway

North Sydney NSW 2060

AUSTRALIA


ventia.com

ASX and NZX Release



25 August 2022


Appendix 4D and Half-Year Financial Report

Enclosed are the following documents relating to Ventia Services Group Limited’s results for the half-

year ended 30 June 2022:

• Appendix 4D

• Half-Year Report


The following associated documents will be provided separately for lodgement:


• Notification of Dividend (Appendix 3A.1)

• Media Release

• Half-Year Presentation


This announcement was authorised by the Board.


-Ends-


For further information, please contact:


Investors Media

Chantal Travers Sarah McCarthy

General Manager Investor Relations General Manager Brand, Marketing & Communications

chantal.travers@ventia.com sarah.mccarthy@ventia.com

+61 428 822 375 +61 400 993 542


About Ventia

Ventia is a leading essential infrastructure services provider in Australia and New Zealand, proudly providing the services that

keeps infrastructure working for our communities. Ventia has access to a combined workforce of more than 35,000 people,

operating in over 400 sites across Australia and New Zealand. With a strategy to redefine service excellence by being client-

focused, innovative and sustainable, Ventia operates across a broad range of industry segments, including defence, social

infrastructure, water, electricity and gas, resources, telecommunications and transport.

Half-year ended
30 June 2022

Half-year ended

30 June 2021

ChangeChange

$'m$'m$'mPercentage

Total revenue from continuing operations 2,510.0 2,309.5 200.5 8.7%

Profit after income tax from continuing operations attributable to members of the parent entity105.0

15.3 89.7 586.3%

Profit after tax from discontinued operations- 24.6

(24.6) (100.0%)

Profit after tax attributable to members of the parent entity105.0 39.9 65.1 163.2%

Dividends

Amount per

security

Interim dividend - year ending 31 December 20227.47 cents5.98 cents80%

Final dividend - year ended 31 December 20211.47 cents1.47 cents100%

Key interim dividend datesDate

Ex-dividend date30 August 2022

Record date for determining entitlement to the dividend31 August 2022

Date for payment of dividend 7 October 2022

As at 30 June

2022

As at 31

December 2021

As at 30 June

2021

Net tangible liabilities backing per ordinary share(0.81)$ (0.97)$ (1.97)$

The remainder of the information requiring disclosure to comply with ASX Listing Rule 4.2A is contained in the Half-Year Financial Update and the Condensed Consolidated Finanical

Statements for the half-year ended 30 June 2022 which are lodged with this Appendix 4D.

APPENDIX 4D - Half-Year Report

Results for Announcement to the Market

VENTIA SERVICES GROUP LIMITED

ABN 53 603 253 541

Franked amount per security

HALF-YEAR
REPORT 2022


CONTENTS

Half-Year Financial Update 2

1. Pro Forma Group Financial Performance 2

2. Sector Pro Forma Financial Performance 5

3. Statutory Group Financial Performance 6

4. Liquidity and Capital Management 9

5. Sustainability 9

6. Dividends 9

7. Outlook 9

Financial Report for the Half-Year ended 30 June 2022 10

Corporate Directory 37

Acknowledgement of Country

Ventia would like to respectfully acknowledge the

Traditional Owners and Custodians of Country

throughout Australia and their connection to land, sea

and community. We pay our respects to them, their

cultures and to their Elders past, present and emerging.

Mihi

He tautoko te ahurea i ngā kawa me ngā tikanga o ngā

Iwi whānui o Aotearoa, me ka kawa me ka tikaka o

ka Iwi whānui o Te Waipounamu. / We recognise and

celebrate the culture of manawhenua in Aotearoa and

Te Waipounamu where our teams respect local Iwi and

communities across the country.


Ventia.

For when it’s ess

ential.

1

Ventia Half-Year Report 2022

2
Ventia Half-Year Report 2022

Ventia Services Group Limited (Ventia or Company) and its subsidiaries (together referred to as the Group) is a leading essential

services provider operating in Australia and New Zealand.

On 30 June 2020, Ventia (through its wholly-owned subsidiary Ventia Holdings I Pty Limited) acquired all of the share capital

in Ferrovial Services Australia Pty Limited, subsequently renamed BRS Holdco Pty Limited (Broadspectrum), to form one of

the largest infrastructure services providers in Australia and New Zealand. During November 2021, the Company completed its

Initial Public Offering (IPO) and related refinancing.

Due to the material nature of the Broadspectrum acquisition, the IPO and related refinancing and their financial impact on

Group, the Directors believe that in addition to the statutory analysis of results in Section 3, a pro forma view of the Group and

sector results for half-year ended 30 June 2022 (HY22) compared to half-year ended 30 June 2021 (HY21) provides additional

information for users of the financial statements to understand the underlying business performance and cash flows of the

operations on a more comparable basis. This pro forma view is presented in Sections 1 and 2.

1. PRO FORMA GROUP FINANCIAL PERFORMANCE

1


The pro forma financial information has been derived from the statutory financial information after certain adjustments to

amortisation, transaction and integration costs and income tax expense as set out in Section 1.2.

For HY22, the Group reported an increase in total revenue, EBITDA, EBITA and NPATA as compared to HY21. Revenue

performance was driven by both contract wins and continued growth with existing customers. Profitability measures benefited

from increased services revenue providing leverage over the cost base of the business. Cash performance was strong with

operating cash flow conversion of 87.3% for HY22, reflecting an increase of 10.7 percentage points from HY21.

The financial highlights for the Group include:

1. Pro forma results are non-International Financial Reporting Standards (non-IFRS) measures that are used by management to assess the performance of the

business. They have been calculated from the statutory measures by adjusting the results for the financial impact of the Broadspectrum acquisition, the IPO

and related refinancing. Refer to Section 1.1 for pro forma Group financial performance and Section 1.2 for statutory NPAT to pro forma NPATA reconciliation.

June 2022

$’m

June 2021

$’m

Change

$’m

Change

%

Total revenue2,510.02,309.5200.58.7%

Pro forma EBITDA from continuing operations

1

203.3188.814.57.7%

Pro forma EBITA from continuing operations

2

137.3122.115.212.4%

Pro forma NPATA

3

85.275.010.213.6%

Pro forma operating cash flow before interest

and tax

177.5144.732.822.7%

Pro forma operating cash flow conversion % 87.3%76.6%n/a10.7pp

Work in hand17,291.712,529.04,762.738.0%

1. Pro forma EBITDA refers to earnings before interest, taxation, depreciation and amortisation.

2. Pro forma EBITA refers to earnings before interest, taxation and amortisation of acquired intangible assets.

3. Pro forma NPATA refers to net profit after income tax (NPAT) and before the after-tax amortisation of acquired intangible assets.


HALF-YEAR FINANCIAL UPDATE

3
Ventia Half-Year Report 2022

1.1 Pro forma Group financial performance

June 2022

$’m

June 2021

$’m

Change

$’m

Change

%

Services revenue2,508.92,309.1199.88.7%

Other income1.10.40.7175.0%

Total revenue2,510.02,309.5200.58.7%

Pro forma EBITDA203.3188.814.57.7%

EBITDA %8.1%8.2%n/a(0.1pp)

Depreciation(51.7)(51.9)0.2(0.4%)

Amortisation of software(14.3)(14.9)0.6(4.0%)

Pro forma EBITA 137.3122.115.212.4%

EBITA %5.5%5.3%n/a0.2pp

Amortisation of acquired intangible assets(12.0)(10.8)(1.2)11.3%

Pro forma EBIT125.3111.314.012.6%

Net finance costs(15.5)(14.9)(0.6)4.3%

Pro forma profit before tax109.896.513.313.7%

Income tax expense(33.0)(28.9)(4.1)14.2%

Pro forma NPAT76.867.59.313.7%

Amortisation of acquired intangible assets

(after tax)

8.47.50.912.0%

Pro forma NPATA85.275.010.213.6%

Compared to HY21, total revenue increased by 8.7% to $2,510.0 million whilst pro forma EBITDA increased by 7.7% to

$203.3 million. This was mainly driven by growth in the Defence and Social Infrastructure and Telecommunications sectors.

Section 2 provides further commentary on sector performance.

Net finance costs increased by $0.6 million, or 4.3%, to $15.5 million compared to HY21. Pro forma profit before tax was

$109.8 million, $13.3 million higher than HY21. Income tax expense has been calculated at 30% of pro forma profit before tax,

resulting in a pro forma NPAT of $76.8 million, 13.7% higher than HY21.

4
Ventia Half-Year Report 2022

HALF-YEAR FINANCIAL UPDATE

1.2 Reconciliation of statutory NPAT to pro forma NPATA

Note

June 2022

$’m

June 2021

$’m

Statutory NPAT105.039.9

Operating expense adjustments (pre-tax)

Broadspectrum pro forma adjustments

1

–(24.7)

Broadspectrum transaction and integration costs

2

5.528.8

Amortisation

3

5.813.2

IPO related costs

4

–0.8

Listed public company costs

5

–(4.4)

Ventia shareholder fee

6

–1.5

Remuneration changes

7

–(1.5)

Total operating expense adjustments (pre-tax)11.313.8

Interest expense adjustments

8

–37.0

Income tax adjustments

9

(39.5)(23.2)

Total adjustments(28.2)27.7

Pro forma NPAT76.867.5

Amortisation of acquired intangible assets (after tax)8.47.5

Pro forma NPATA85.275.0

1. HY21 excludes the gain on sale of APP Corporation Pty Limited (APP).

2. HY22 excludes integration costs relating to Broadspectrum. HY21 excludes transaction and integration costs relating to the acquisition of Broadspectrum and

the sale of APP.

3. HY21 and HY22 exclude Ventia accelerated amortisation of brands and software retired post integration of Broadspectrum.

4. HY21 excludes IPO related costs which are expensed.

5. HY21 includes incremental costs that would have been incurred as a listed company.

6. HY21 excludes Ventia’s previous shareholder fee structure which is no longer in place following the IPO.

7. HY21 excludes the previous Executive Incentive Plan and includes the new share-based payment plan.

8. HY21 includes interest expense on the new banking facilities as though they had been in place from 1 January 2021 and excludes the repayment of the

previous debt facilities (and close out of associated hedges), including the removal of the amortisation and write-off of borrowing costs associated with the

previous debt facilities.

9. HY21 and HY22 reflect the application of a pro forma tax rate of 30%, which is the Australian corporate tax rate.

5
Ventia Half-Year Report 2022

2. SECTOR PRO FORMA FINANCIAL PERFORMANCE

2.1 Defence and Social Infrastructure

June 2022

$’m

June 2021

$’m

Change

$’m

Change

%

Sector revenue1,118.0951.9166.117.4%

Sector EBITDA75.162.912.219.4%

Sector EBITA66.454.112.322.7%

Defence and Social Infrastructure reported revenue of $1,118.0 million. This represents an increase of $166.1 million or

17.4% on HY21. This growth was primarily driven by increased volumes from existing contracts, particularly minor capital

works in Defence. This was in addition to the contribution of the new or expanded contracts in Critical Infrastructure, Social

Infrastructure and Local Government, particularly the Across Government Facilities Management Agreement (AGFMA) in

South Australia.

EBITDA was $75.1 million, an increase of $12.2 million or 19.4% on HY21. This was primarily driven by increased revenue.

2.2 Infrastructure Services

June 2022

$’m

June 2021

$’m

Change

$’m

Change

%

Sector revenue558.5589.0(30.5)(5.2%)

Sector EBITDA53.759.5(5.8)(9.7%)

Sector EBITA33.936.5(2.6)(7.1%)

Infrastructure Services reported revenue of $558.5 million. This represents a decrease of $30.5 million or 5.2% on HY21.

This was primarily due to lower volumes from clients operating across Industrial Services, Water and Environmental Services.

This was partially offset by stronger revenue across Rig and Well Services and Electricity and Gas.

EBITDA was $53.7 million, a decrease of $5.8 million or 9.7% on HY21. This was primarily due to the decrease in revenue and a

change in the mix of work performed.

2.3 Telecommunications

June 2022

$’m

June 2021

$’m

Change

$’m

Change

%

Sector revenue580.7490.690.118.4%

Sector EBITDA74.470.24.26.0%

Sector EBITA68.162.16.09.7%

Telecommunications reported revenue of $580.7 million. This represents an increase of $90.1 million or 18.4% on HY21.

This increase was primarily due to new contracts including N2P Evolution and Fixed Wireless Services contracts with NBN Co.

The acquisition of Kordia Solutions Pty Ltd in October 2021 also contributed to an increase in revenue for HY22.

EBITDA was $74.4 million, an increase of $4.2 million or 6.0% on HY21. This was primarily due to the increase in revenue and

a change in the mix of work performed.

6
Ventia Half-Year Report 2022

HALF-YEAR FINANCIAL UPDATE

2.4 Transport

June 2022

$’m

June 2021

$’m

Change

$’m

Change

%

Sector revenue251.7277.6(25.9)(9.3%)

Sector EBITDA19.018.60.42.2%

Sector EBITA14.414.7(0.3)(2.0%)

Transport reported revenue of $251.7 million. This represents a decrease of $25.9 million or 9.3% on HY21. This decrease was

due to the timing of commencement of new projects and weather conditions pushing out the timing of works beyond 30 June

2022. This was partially offset by Sydney Road Asset Performance Contract (SRAPC), which mobilised in July 2021.

EBITDA was $19.0 million, an increase of $0.4 million or 2.2% on HY21.


3. STATUTORY GROUP FINANCIAL PERFORMANCE

3.1 Statutory Group financial performance

June 2022

$’m

June 2021

$’m

Change

$’m

Change

%

Continuing operations:

Services revenue2,508.92,309.1 199.88.7%

Other income1.10.40.7175.0%

Total revenue2,510.02,309.5 200.5 8.7%

Expenses(2,313.7)(2,149.3) (164.4)7.6%

Share of profits of joint ventures1.53.4 (1.9)(55.9%)

Earnings before interest, income tax,

depreciation and amortisation

197.8163.734.120.8%

Depreciation expense(51.7)(51.9) 0.2(0.4%)

Amortisation expense(32.1)(38.9)6.8(17.5%)

Earnings before interest and income tax114.072.941.156.4%

Net finance costs(15.5)(51.9) 36.4(70.1%)

Profit before income tax benefit/(expense)98.521.077.5369.0%

Income tax benefit/(expense)6.5(5.8)12.3(212.1%)

Profit after income tax from continuing

operations

105.015.389.7586.3%

Discontinued operations:

Profit after income tax from discontinued

operations

–24.624.6(100.0%)

Profit after income tax 105.039.965.1163.2%

7
Ventia Half-Year Report 2022

Revenue

Ventia reported an increase in total revenue of $200.5 million to $2,510.0 million for HY22. This was mainly driven by growth

in the Defence and Social Infrastructure and Telecommunications sectors. Section 2 provides further commentary on sector

performance.

Expenses

Expenses increased by 7.6% as compared to an increase in revenue of 8.7% for HY22. This is due to appropriate management

of costs and the benefit of increased services revenue providing leverage over the cost base of the business.

As a percentage of revenue, expenses decreased from 93.1% of revenue to 92.2%, a reduction of 0.9 percentage points.

Depreciation expense

There was no significant change in depreciation expense compared to HY21.

Amortisation expense

Amortisation expense has decreased by $6.8 million, or 17.5%, primarily as a result of brand amortisation expense for

Visionstream and Easternwell in 2021. As these brands were fully written off by 31 December 2021, there was no corresponding

amortisation expense in HY22.

Net finance costs

Net finance costs reduced by $36.4 million, or 70.1%, as a result of a change in the funding arrangements from Term Loan B

facilities to the syndicated banking facilities. There was also a reduction in the loan principal outstanding in 2022 as compared

to 2021, due to they repayment of borrowings of $584.6 million in November 2021.

Income tax benefit

Income tax benefit was $6.5 million for HY22. The income tax benefit is primarily due to the recognition of $35.2 million of

previously unrecognised tax losses (see note 3.6 to the Condensed Consolidated Financial Statements for further details).

Excluding the recognition of these losses, the effective tax rate is 29.1% which is slightly lower than the statutory corporate rate

of 30%, mainly due to the impact of the lower tax rate in overseas jurisdictions, principally New Zealand.

3.2 Statutory Group financial position

Trade and other receivables

Total trade and other receivables increased by 20.3%, or $141.8 million, to $841.9 million, mainly driven by a $107.4 million

increase in net trade receivables. This was due to an increase in work volume together with close out of project work as at the

end of HY22.

Deferred tax assets

Net deferred tax assets increased from $220.1 million to $266.1 million, mainly due to the recognition of tax losses during the

period amounting to $35.2 million (see note 3.6 to the Condensed Consolidated Financial Statements for further details).

Intangible assets

Intangible assets decreased by $30.2 million, to $97.4 million. The decrease includes $32.1 million of amortisation charges

partially offset by $2.2 million of additions during HY22. Software and system development assets were amortised by

$20.1 million during HY22 including $5.8 million of accelerated amortisation relating to software that will not be used by the

Group post-integration of Broadspectrum.

Trade and other payables

Total trade and other payables increased by 17.1%, or $148.9 million, to $1,020.4 million mainly driven by a $37.9 million

increase in trade payables, a $43.8 million increase in accruals and a $56.4 million increase in contract liabilities. The increase

in trade payables and accruals was due to increase in work volume together with close out of project work as at the end of

HY22. The increase in contract liabilities was due to the timing of cash received in advance of work being performed.

8
Ventia Half-Year Report 2022

HALF-YEAR FINANCIAL UPDATE

Employee benefit liabilities

Total employee benefit liabilities decreased by 14.3%, or $38.7 million, to $231.1 million mainly driven by a $10.9 million

decrease in workers’ compensation and a $24.8 million decrease in other employee benefits.

Provisions

Total provisions decreased by 7.0%, or $17.5 million to $233.6 million. The decrease is mainly driven by a reduction in the

unfavourable contracts provision and onerous contracts provision, partially offset by an increase in warranties and contract

claims. Unfavourable contracts provision reduced by $11.2 million, representing provisions utilised during HY22. Onerous

contracts provision decreased by $12.2 million, representing provisions utilised during HY22.

Net debt

Net debt is calculated as borrowings (excluding lease liabilities) less cash and cash equivalents.

Net debt has decreased by $53.1 million to $509.9 million, mainly due to the increase in cash held at the end of HY22 of

$54.0 million. The increase in cash held at the period end reflects the strong operating cash flows of the Group.

Total equity

The total equity of the Group has increased by $104.7 million, mainly driven by $105.0 million of profit after income tax.

The other key movements for equity were payment of dividends of $12.6 million and an increase in cash flow hedge reserve

of $8.3 million.

3.3 Statutory Group cash flow

Operating cash flow

Net cash generated from operating activities for HY22 was $119.9 million, an increase of $65.3 million from HY21. The improvement

in cash was mainly due to an increase in EBITDA with a $46.4 million increase in operating cash flow before interest and tax.

Operating cash flow also improved due to a $27.7 million reduction in interest and other costs of finance paid.

Investing cash flow

Total cash outflow from investing activities of $18.4 million was $102.1 million lower than the cash inflow of $83.7 million in

HY21. This was mainly due to HY21 including $89.2 million of proceeds from the sale of APP. In addition, capital expenditure

of $15.8 million was $10.1 million higher than HY21 due to an increase in expenditure to support new contract wins.

Financing cash flow

Total financing cash outflow of $46.9 million reduced by $76.2 million compared to HY21. This was mainly due to a reduction

in dividends paid of $25.9 million, together with a reduction in repayment of borrowings of $50.0 million.

9
Ventia Half-Year Report 2022

4. LIQUIDITY AND CAPITAL MANAGEMENT

As at 30 June 2022, the Group had liquidity of $634.2 million, comprising cash balances of $234.2 million and undrawn

committed debt facilities of $400.0 million.

Syndicated loan facilities

Ventia has in place a $750.0 million syndicated loan facilities and a $400.0 million syndicated revolving cash facility.

The syndicated bank loan facilities are unsecured, and committed and comprise Australian dollar tranches with maturities

in 2024, 2025 and 2026.

Covenants on financing facilities

The Group’s financing facilities contain undertakings to comply with financial covenants and ensure that Group guarantors

of these facilities collectively meet certain minimum threshold amounts of Group EBITDA and Group total tangible assets.

The Group was in compliance with all its financial covenants as at 30 June 2022.

Bank guarantees and insurance bonds

The Group has $765.0 million of bank guarantee and insurance bond facilities on a committed and uncommitted basis

to support its contracting activities. As at 30 June 2022, $424.1 million of these facilities were utilised and $340.9 million

were unutilised.

Credit ratings

The Group has Investment Grade credit ratings of Baa3 (Outlook Stable) from Moody’s and BBB- (Outlook Stable) from S&P.

5. SUSTAINABILITY

During March 2022, Ventia published its first Sustainability Report. The Ventia Sustainability Strategy has three focus areas:


Environment – creating a healthier planet;


Social – people and community; and


Governance – being ethical and accountable in everything we do.

Our commitments and targets are set out in our 2021 Sustainability Report which is accessible from the Ventia website

(www.ventia.com).

6. DIVIDENDS

The Directors intend to pay out between 60% and 80% of the Group’s pro forma NPATA (refer to Section 1) as a dividend. NPATA

provides a proxy for Ventia’s cash flows available to pay dividends before the after-tax amortisation of acquired intangible

assets. It is a key measure of Ventia’s financial performance.

On 25 August 2022, the Ventia Board resolved to pay an interim dividend of 7.47 cents per share, representing a payout ratio

of 75%. The dividend will be partially franked at 80%. The dividend is not fully franked due to the availability of tax losses from

the acquisition of Broadspectrum business and the profit generated from New Zealand operations, which is not subject to

Australian tax.

7. OUTLOOK

The outlook for the Group is positive. The Group is a resilient and diversified business with recent results evidencing increasing

momentum. The Group has secured a number of new contract wins recently, work in hand is growing and there is a strong

pipeline of additional opportunities. The Group is also well positioned to navigate the inflationary environment with the

majority of revenues linked to inflation and a large proportion of future labour costs can be measured and therefore are known.

10
Ventia Half-Year Report 2022

FINANCIAL REPORT

for the Half-Year ended 30 June 2022

CONTENTS
Directors’ Report 12

Auditor’s Independence Declaration 14

Condensed Consolidated Financial Statements 15

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 15

Condensed Consolidated Statement of Financial Position 16

Condensed Consolidated Statement of Changes in Equity 17

Condensed Consolidated Statement of Cash Flows 18

Notes to the Condensed Consolidated Financial Statements 19

Directors’ Declaration 34

Independent Auditor’s Review Report 35

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of preparation 19

1.1 Basis of preparation 19

1.2 Significant accounting policies 19

1.3 Key estimates and judgements 20

2. Group performance 20

2.1 Services revenue and other income from

continuing operations 20

2.2 Expenses 20

2.3 Segment disclosures from continuing operations 20

3. Assets and liabilities 23

3.1 Trade and other receivables 23

3.2 Goodwill 23

3.3 Trade and other payables 24

3.4 Employee benefit liabilities 24

3.5 Provisions 25

3.6 Income tax 25

4. Capital structure, financing and risk management 26

4.1 Earnings per share 26

4.2 Dividends 26

4.3 Share capital 27

4.4 Reserves 27

4.5 Borrowings 28

4.6 Fair value measurement of

financial instruments 29

4.7 Commitments for capital expenditure 30

4.8 Receivable finance arrangements 30

5. Group structure 30

5.1 Discontinued operations 30

5.2 Related parties 31

5.3 Equity accounted investments 31

5.4 Joint operations 32

6. Other 33

6.1 Contingent liabilities 33

6.2 Events after the reporting period 33

11

Ventia Half-Year Report 2022

12
Ventia Half-Year Report 2022

DIRECTORS’ REPORT

This is the report of the Directors of Ventia Services Group Limited (Ventia or Company) in respect of the Company and the

entities it controlled at the end of, or during, the half-year ended 30 June 2022 (together referred to as the Group).

DIRECTORS

The following persons held office as Directors of Ventia during the half-year ended 30 June 2022 and up to the date of this

report, unless otherwise stated:

Mr David Moffatt (Chairman)

Mr Dean Banks (Managing Director) (appointed on 14 June 2022)

Mr Michael Cooper (Alternate Director) (resigned on 31 March 2022)

Mr Robert Cotterill (resigned on 31 March 2022)

Mr Kevin Crowe

Mr Jeffrey Forbes

Ms Sibylle Krieger

Mr Steve Martinez (Alternate Director)

Ms Lynne Saint

Mr Ignacio Segura (resigned on 31 March 2022)

Ms Anne Urlwin.

All of the current Directors are non-executive directors, except for Mr Dean Banks who is the Managing Director and Group Chief

Executive Officer.

PRINCIPAL ACTIVITIES

The Group is one of the largest essential services providers in Australia and New Zealand. The Group organises its operations

into four sectors as follows:


Defence and Social Infrastructure provides maintenance and support services to customers operating across Defence,

Social Infrastructure (Education, Social Housing, Justice and Health), Local Government and Critical Infrastructure.

The Group also provides property and consulting services to public and private customers;


Infrastructure Services supports the ongoing maintenance of infrastructure including utility infrastructure (including Water

and Electricity and Gas) and Resources and Industrial assets (including mine operation facilities, oil and gas processing

facilities, gas wells and industrial facilities). The Group also provides complex and large-scale environmental remediation

services, and leverages technologies aimed at enhancing customer productivity;


Telecommunications provides end-to-end service capabilities that span design, supply, minor construction, installation,

commissioning and maintenance of telecommunications networks and infrastructure; and


Transport provides maintenance, project delivery and technology solutions to owners and operators of road, motorway,

tunnel and rail networks.

Further details of the results of operations and likely developments are set out in the Half-Year Financial Update on

pages 2 to 9.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There were no significant changes in the nature of activities of the Group during the half-year.

COMPANY SECRETARIES

Mr. Jonathan Dockney

Mr. Zoheb Razvi

Ms. Debbie Schroeder (appointed on 8 April 2022)

13
Ventia Half-Year Report 2022

DIVIDENDS

Details of dividends for the current and previous financial years are as follows:

2022

$’m

2021

$’m

Interim dividend for 2022 of 7.47 cents per share to be paid on 7 October 2022

(80% franked)

63.9–

Final dividend for 2021 of 1.47 cents per share paid on 6 April 2022 (fully franked)–12.6

Interim dividend for 2021 of 6.25 cents per share paid on 31 March 2021 (fully franked)–38.5

Since the end of the half-year, the Directors have resolved to pay an interim dividend of 7.47 cents per share, 80% franked. The

aggregate amount of the proposed interim dividend of $63.9 million is not recognised as a liability at 30 June 2022.

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out

on page 14.

PROCEEDINGS ON BEHALF OF THE COMPANY

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 OF AMOUNTS

The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument

2016/191, dated 24 March 2016, and in accordance with that Instrument amounts in the Directors’ Report and the Condensed

Consolidated Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of

decimals representing hundreds of thousands of dollars in accordance with that Instrument, unless otherwise indicated.

MATTERS SUBSEQUENT TO BALANCE DATE

Since the end of the half-year, the Directors have resolved to pay an interim dividend of 7.47 cents per share, 80% franked.

The aggregate amount of the proposed interim dividend of $63.9 million is not recognised as a liability as at 30 June 2022.

Unless disclosed elsewhere in the Condensed Consolidated Financial Statements, no other material matter or circumstance

has arisen since 30 June 2022 that has significantly affected or may significantly affect:


the Group’s operations in future financial periods;


the results of those operations in future financial periods; or


the Group’s state of affairs in future financial periods.

OTHER INFORMATION

The following information, contained in other sections of this Half-Year Report 22, forms part of this Directors’ Report:


Half-Year Financial Update on pages 2 to 9; and


Auditor’s Independence Declaration on page 14.

This report is made in accordance with a resolution of the Directors of the Company and is dated 25 August 2022.

David Moffatt

Chairman

14
Ventia Half-Year Report 2022

AUDITOR’S INDEPENDENCE DECLARATION


Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte organisation.


Deloitte Touche Tohmatsu

ABN 74 490 121 060

Grosvenor Place

225 George Street

Sydney, NSW, 2000

Australia


Tel: +61 2 9322 7000

www.deloitte.com.au



25 August 2022


The Board of Directors


Ventia Services Group Limited

Level 8, 80 Pacific Highway

North Sydney, NSW 2060




Dear Board Members


A

Auuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn ttoo VVeennttiiaa SSeerrvviicceess GGrroouupp LLiimmiitteedd


In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of

independence to the Directors of Ventia Services Group Limited.


As lead audit partner for the review of the half year financial report of Ventia Services Group Limited for the half

year ended 30 June 2022, I declare that to the best of my knowledge and belief, there have been no

contraventions of:


(i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

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



Yours faithfully





DELOITTE TOUCHE TOHMATSU





H Fortescue

Partner

Chartered Accountants

15
Ventia Half-Year Report 2022

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for the half-year ended 30 June 2022

Condensed Consolidated Statement of Profit or Loss

and Other Comprehensive Income

for the half-year ended 30 June 2022

Note

June 2022

$’m

June 2021

$’m

Continuing operations:

Services revenue2.12,508.92,309.1

Other income2.11.10.4

Total revenue2,510.02,309.5

Expenses2.2(2,313.7)(2,149.3)

Share of profits of joint ventures1.53.4

Earnings before interest, income tax, depreciation and amortisation197.8163.7

Depreciation expense(51.7)(51.9)

Amortisation expense(32.1)(38.9)

Earnings before interest and income tax114.072.9

Net finance costs(15.5)(51.9)

Profit before income tax benefit/(expense)98.521.0

Income tax benefit/(expense)3.66.5(5.8)

Profit after income tax from continuing operations105.015.3

Discontinued operations:

Profit after income tax from discontinued operations5.1–24.6

Profit after income tax 105.039.9

Earnings per share (cents)

Basic earnings per share 4.112.296.66

Diluted earnings per share 4.112.296.26

Earnings per share from continuing operations (cents)

Basic earnings per share 4.112.292.55

Diluted earnings per share 4.112.292.40

Other comprehensive income

Items that may be reclassified to profit or loss:

Foreign exchange translation differences4.4(2.2)1.2

Cash flow hedges:

– Fair value gains 4.411.49.5

– Reclassification adjustments for amounts recognised in profit or loss4.40.5 (2.8)

– Income tax effect of items above4.4(3.6)(2.0)

Total cash flow hedges8.34.7

Other comprehensive income 6.15.9

Total comprehensive income 111.145.8

The above Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in

conjunction with the accompanying Notes to the Condensed Consolidated Financial Statements.

16
Ventia Half-Year Report 2022

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Statement of Financial Position

as at 30 June 2022

Note

30 June

2022

$’m

31 December

2021

$’m

Current assets

Cash and cash equivalents234.2180.2

Trade and other receivables3.1833.4691.5

Current tax asset–20.0

Inventories34.232.0

Derivative assets5.9–

Total current assets1,107.7923.7

Non-current assets

Trade and other receivables3.18.58.6

Equity accounted investments 5.54.9

Derivative assets6.1–

Deferred tax assets266.1220.1

Right-of-use assets128.1136.7

Property, plant and equipment161.1166.6

Intangible assets97.4127.6

Goodwill3.21,092.11,093.2

Total non-current assets1,764.91,757.7

Total assets2,872.62,681.4

Current liabilities

Trade and other payables3.3999.1848.0

Derivative liabilities0.10.2

Employee benefit liabilities3.4149.6181.4

Provisions3.557.853.4

Lease liabilities54.164.2

Current tax liability17.412.5

Total current liabilities1,278.11,159.7

Non-current liabilities

Trade and other payables3.321.323.5

Employee benefit liabilities3.481.588.4

Provisions3.5175.8197.7

Derivative liabilities0.30.2

Lease liabilities76.378.2

Borrowings4.5744.1743.2

Total non-current liabilities1,099.31,131.2

Total liabilities2,377.42,290.9

Net assets495.2390.5

Equity

Share capital4.3374.5374.5

Reserves4.4(37.4)(48.1)

Retained earnings158.164.1

Total equity495.2390.5

The above Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying

Notes to the Condensed Consolidated Financial Statements.

17
Ventia Half-Year Report 2022

Condensed Consolidated Statement of Changes in Equity

for the half-year ended 30 June 2022

2022Note

Share capital

$’m

Reserves

$’m

Retained

earnings

$’m

Tota l

$’m

Balance at 1 January 2022374.5(48.1)64.1390.5

Total comprehensive income

Profit after income tax

––105.0105.0

Other comprehensive income –6.1–6.1

Total comprehensive income –6.1105.0111.1

Transactions with owners

Dividends paid

4.2

––(12.6)(12.6)

Share-based payments expense

4.4

–0.6–0.6

Shares issued to employees

4.4

–4.01.65.6

Total transactions with owners –4.6(11.0)(6.4)

Balance at 30 June 2022374.5(37.4)158.1495.2

2021Note

Share capital

$’m

Reserves

$’m

Retained

earnings

$’m

Tota l

$’m

Balance at 1 January 20212.6(11.7)42.833.7

Total comprehensive income

Profit after income tax

––39.939.9

Other comprehensive income –5.9–5.9

Total comprehensive income –5.939.945.8

Transactions with owners

Dividends paid

4.2

––(38.5)(38.5)

Share-based payments expense

4.4

–1.5–1.5

Net transfer from reserves to share capital

4.4

0.1(0.1)––

Total transactions with owners 0.11.4(38.5)(37.0)

Balance at 30 June 20212.7(4.4)44.242.5

The above Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying

Notes to the Condensed Consolidated Financial Statements.

18
Ventia Half-Year Report 2022

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Statement of Cash Flows

for the half-year ended 30 June 2022

Note

June 2022

$’m

June 2021

$’m

Cash flows from operating activities

Receipts from customers

2,701.92,355.7

Payments to suppliers and employees

(2,549.5)(2,249.7)

Operating cash flow before interest and tax

152.4106.0

Interest received

0.20.4

Payments for the interest component of lease liabilities

(3.5)(3.8)

Interest and other costs of finance paid

(11.4)(39.1)

Dividends received from joint ventures

0.97.8

Income tax paid

(18.7)(16.7)

Net cash generated from operating activities

119.954.6

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

0.70.2

Payment for acquisition of subsidiary, net of cash acquired

(3.3)–

Proceeds from sale of subsidiary

–89.2

Payment for acquisition of intangible assets

(2.2)(0.5)

Payment for acquisition of property, plant and equipment

(13.6)(5.2)

Net cash (used in)/generated from investing activities

(18.4)83.7

Cash flows from financing activities

Repayments of principal portion of lease liabilities

(34.3)(34.6)

Repayments of borrowings

–(50.0)

Dividends paid4.2

(12.6)(38.5)

Net cash used in financing activities

(46.9)(123.1)

Net increase in cash and cash equivalents

54.615.2

Cash and cash equivalents at start of period

180.2444.3

Effect of movements in exchange rates on cash and cash equivalents

(0.6)(0.3)

Cash and cash equivalents at end of period

234.2459.2

The above Condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes to

the Condensed Consolidated Financial Statements.

19
Ventia Half-Year Report 2022

1. BASIS OF PREPARATION

1.1 Basis of preparation

Ventia Services Group Limited (Company) is a for-profit company limited by shares, incorporated and domiciled in Australia.

The address of the Company’s registered office and principal place of business is Level 8, 80 Pacific Highway, North Sydney

NSW 2060, Australia.

The Condensed Consolidated Financial Statements comprise the Company and its subsidiaries (together referred to as the

Group and individually as Group entities).

The Condensed Consolidated Financial Statements are general purpose financial statements prepared in accordance

with the Corporations Act 2001 and AASB 134 Interim Financial Reporting (AASB 134). Compliance with AASB 134 ensures

compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. The Condensed Consolidated

Financial Statements do not include notes of the type normally included in an annual financial report and should be read in

conjunction with the most recent annual financial report for the year ended 31 December 2021.

The Condensed Consolidated Financial Statements were authorised for issue by the Board of Directors on 25 August 2022.

The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument

2016/191, dated 24 March 2016, and in accordance with that Instrument amounts in the Directors’ Report and the Condensed

Consolidated Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of

decimals representing hundreds of thousands of dollars in accordance with that Instrument, unless otherwise indicated.

The Condensed Consolidated Financial Statements have been prepared on the going concern basis. The Group generated

positive net cash from operating activities of $119.9 million (2021: $54.6 million) for the half-year ended 30 June 2022 and

has net assets of $495.2 million (31 December 2021: $390.5 million) as at 30 June 2022. The Group is in a net current liability

position of $170.4 million (31 December 2021: $236.0 million). The Group has current assets of $1,107.7 million (31 December

2021: $923.7 million) which include cash at bank and on hand of $234.2 million (31 December 2021: $180.2 million). Further

supporting this position is a positive forecast operating net cash flow in 2023 and $400.0 million of undrawn borrowing facilities

currently available to the Group.

The Condensed Consolidated Financial Statements have been prepared on the historical cost basis except for derivative assets

and liabilities which are measured at fair value.

The Condensed Consolidated Financial Statements are presented in Australian dollars which is the Company’s functional

currency. Certain companies within the Group have different functional currencies.

The accounting policies and methods of computation adopted in the preparation of the Condensed Consolidated

Financial Statements are consistent with those adopted and disclosed in the annual financial report for the year ended

31 December 2021.

1.2 Significant accounting policies

New and amended standards adopted by the Group

The Group has applied the required amendments to standards and interpretations that are relevant to its operations and

effective for the current reporting period for the first time for the financial year commencing 1 January 2022, including:


AASB 2021-3 COVID-19-Related Rent Concession beyond 30 June 2021.

These new and amended standards have not had any material impact on the disclosures or on the amounts recognised in the

Condensed Consolidated Financial Statements.

Issued standards and interpretations not early adopted

Below is a list of the standards and amendments to standards on issue but not yet effective that are available for early adoption

and are applicable to the Group.


AASB 2020-1 and 2020-6 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or

Non-current;


AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of

Accounting Estimates; and


AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from

a Single Transaction.

These new or amended standards are not expected to have a significant impact on the Condensed Consolidated Financial

Statements when the standards are adopted.

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

20
Ventia Half-Year Report 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.3 Key estimates and judgements

Significant estimates and judgements made in the application of the Company’s accounting policies are consistent with those

described in the annual financial report for the year ended 31 December 2021.

2. GROUP PERFORMANCE

2.1 Services revenue and other income from continuing operations

June 2022

$’m

June 2021

$’m

Services revenue2,508.92,309.1

Other income1.10.4

Total revenue2,510.02,309.5

2.2 Expenses

June 2022

$’m

June 2021

$’m

Labour921.1874.1

Subcontractors1,132.4997.1

Materials166.6181.4

Other93.696.7

Total expenses excluding interest, tax, depreciation and amortisation2,313.72,149.3

2.3 Segment disclosures from continuing operations

Operating segment reporting from continuing operations

Operating segments have been identified based on separate financial information that is regularly reviewed by the Group Chief

Executive Officer, who is also the chief operating decision maker (CODM). The identification of operating segments is based on

the nature of services provided. The Group operates in the following operating segments which are equivalent to its reportable

segments under AASB 8 Segment Reporting:

Operating segmentsSegment description

Defence and Social

Infrastructure

Provides maintenance and support services to customers operating across Defence, Social

Infrastructure (Education, Social Housing, Justice and Health), Local Government and Critical

Infrastructure. The segment also provides property and consulting services to public and

private customers.

Infrastructure Services

Supports the ongoing maintenance of infrastructure including utility infrastructure (including

Water and Electricity and Gas) and Resources and Industrial assets (including mine operation

facilities, oil and gas processing facilities, gas wells and industrial facilities). The segment

also provides complex and large-scale environmental remediation services, and leverages

technologies aimed at enhancing customer productivity.

Telecommunications

Provides end-to-end service capabilities that span design, supply, minor construction,

installation, commissioning and maintenance of telecommunications networks and

infrastructure.

Transport

Provides maintenance, project delivery and technology solutions to owners and operators of

road, motorway, tunnel and rail networks.

21
Ventia Half-Year Report 2022

The performance of each segment forms the primary basis of all management reporting to the CODM. Segment revenue

includes the Group’s share of revenue of joint ventures. Performance is measured on the segment result which is EBITA

(earnings before interest, income tax and amortisation of acquired intangible assets and before acquisition, integration and

other restructuring costs).

June 2022

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Tele-

communications

$’m

Transport

$’m

Consolidated

continuing

operations

$’m

Segment revenue1,118.0559.6580.7264.12,522.4

Segment result66.433.968.114.4182.8

June 2021

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Tele-

communications

$’m

Transport

$’m

Consolidated

continuing

operations

$’m

Segment revenue951.9590.6490.6290.92,324.0

Segment result54.136.662.414.7167.8

June 2022

$’m

June 2021

$’m

Segment revenue

2,522.4

2,324.0

Other income

1.1

0.4

Share of revenue of joint ventures

(13.5)

(14.9)

Total revenue

2,510.0

2,309.5

22
Ventia Half-Year Report 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation of segment result to profit after income tax

June 2022

$’m

June 2021

$’m

Segment result

182.8

167.8

Corporate costs including amortisation of intangible assets

(48.0)

(41.7)

Acquisition and integration costs

(i)

(8.8)

(36.8)

Offer related costs

(ii)


(5.6)

EBIT before amortisation of acquired intangible assets

126.0

83.7

Amortisation of acquired intangible assets

(iii)

(12.0)

(10.8)

Earnings before interest and income tax from continuing operations

114.0

72.9

Net finance costs

(15.5)

(51.9)

Profit before income tax

98.5

21.0

Income tax benefit/(expense)

6.5

(5.8)

Profit after income tax from continuing operations

105.0

15.3

Profit after income tax from discontinued operations


24.6

Profit after income tax

105.0

39.9

(i) Acquisition and integration costs relating to the acquisition and integration of BRS Holdco Pty Ltd (Broadspectrum) and the acquisition of Kordia Solutions Pty

Ltd (Kordia). The details of the acquisitions are set out in the annual financial report for the year ended 31 December 2021.

(ii) Offer related costs associated with the Initial Public Offering (IPO) of Ventia Services Group Limited.

(iii) Amortisation of acquired intangible assets relating to customer contracts and relationships acquired as part of the acquisition of Broadspectrum and Kordia.

Other segment information

30 June 2022

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Tele-

communications

$’m

Transport

$’m

Corporate

$’m

Tota l

$’m

Segment assets543.9

784.7

735.1

180.4

628.52,872.6

Segment liabilities441.2284.1457.8266.3928.02,377.4

31 December 2021

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Tele-

communications

$’m

Transport

$’m

Corporate

$’m

Tota l

$’m

Segment assets571.3795.6758.9

137.6418.02,681.4

Segment liabilities322.4253.2426.0253.21,036.12,290.9

23
Ventia Half-Year Report 2022

3. ASSETS AND LIABILITIES

3.1 Trade and other receivables

30 June

2022

$’m

31 December

2021

$’m

Current

Trade receivables348.6241.4

Impairment allowance(4.6)(4.8)

Trade receivables, net of impairment allowance344.0236.6

Contract assets441.8422.8

Prepayments and other receivables38.023.4

Amounts receivable from related parties 9.68.7

Total current trade and other receivables833.4691.5

Non-current

Amounts receivable from related parties 8.58.6

Total non-current trade and other receivables8.58.6

Total trade and other receivables841.9700.1

The ageing of the Group’s gross trade receivables at the reporting date was:

30 June

2022

$’m

31 December

2021

$’m

Gross aged receivables 0-90 days

342.0

239.1

Gross aged receivables more than 90 days

6.6

2.3

Tota l

348.6

241.4

3.2 Goodwill

Goodwill has been allocated to groups of cash-generating units (CGUs) represented by the Group’s operating segments for the

purpose of impairment testing.

30 June

2022

$’m

31 December

2021

$’m

Defence and Social Infrastructure251.2251.4

Infrastructure Services360.3360.7

Telecommunications426.1426.5

Transport54.554.6

Total goodwill1,092.11,093.2

The recoverable amounts of all CGUs are based on value in use (VIU) calculations. In assessing VIU, the estimated future cash

flows are discounted to their present value using discount rates which use current assessment of the time value of money and

the risks specific to the CGU.

No impairment indicators have been identified for any of the CGUs as at 30 June 2022.

24
Ventia Half-Year Report 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3.3 Trade and other payables

30 June

2022

$’m

31 December

2021

$’m

Current

Trade payables272.7234.8

Accruals388.5344.7

Contract liabilities 254.2195.6

Other payables79.969.1

Amounts payable to related parties 3.83.8

Total current trade and other payables999.1848.0

Non-current

Contract liabilities 21.323.5

Total non-current trade and other payables21.323.5

Total trade and other payables1,020.4871.5

3.4 Employee benefit liabilities

30 June

2022

$’m

31 December

2021

$’m

Current

Annual leave93.496.4

Long service leave23.926.2

Workers’ compensation14.725.6

Other employee benefits17.633.2

Total current employee benefit liabilities149.6181.4

Non-current

Long service leave53.451.1

Workers’ compensation19.419.4

Other employee benefits8.717.9

Total non-current employee benefit liabilities81.588.4

Total employee benefit liabilities231.1269.8

25
Ventia Half-Year Report 2022

3.5 Provisions

30June

2022

$’m

31 December

2021

$’m

Current

Unfavourable contracts14.616.7

Onerous contracts13.517.9

Warranties and contract claims23.111.6

Other provisions6.67.2

Total current provisions57.853.4

Non-current

Unfavourable contracts58.067.1

Onerous contracts16.424.2

Warranties and contract claims86.988.8

Other provisions14.517.6

Total non-current provisions175.8197.7

Total provisions233.6251.1

3.6 Income tax

Reconciliation between profit before income tax and income tax (benefit)/expense from continuing operations

June 2022

$’m

June 2021

$’m

Profit before income tax 98.521.0

Income tax expense using the Australian corporate tax rate of 30%29.66.3

Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:

Share of profits of joint ventures (0.5)(1.0)

Recognition of tax losses

(i)

(35.2)–

Effect of different tax rates on overseas income(0.4)–

Other –0.5

Income tax (benefit)/expense(6.5)5.8

(i) As disclosed in the Annual Report for the year ended 31 December 2021, the Australian Taxation Office (ATO) was conducting an audit of the tax affairs of

Broadspectrum Pty Limited (BRS), now part of the Group following the acquisition of the Broadspectrum group of companies, for the income years from

1 July 2012 to 31 December 2017. The ATO was reviewing the way in which BRS allocated profits associated with historical Regional Processing Centre (RPC)

contracts between Australia and the RPC jurisdictions (Nauru and Manus Island) for tax purposes. At 31 December 2021, the ATO was evaluating whether

to cancel carry forward losses with a tax effected value of up to $101 million and, in addition, whether to assess for up to $107 million of cash tax payable.

During the half-year ended 30 June 2022, the ATO has completed its audit. The ATO has accepted the position taken by BRS and concluded that no changes

should be made to the BRS income tax assessments for the years subject to audit. Accordingly, no incremental cash tax is payable for the audit years.

At 30 June 2022, the Group had unused tax losses for which no deferred tax had been recognised of $27.8 million (31 December 2021: $339.0 million).

26
Ventia Half-Year Report 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. CAPITAL STRUCTURE, FINANCING AND RISK MANAGEMENT

4.1 Earnings per share

Basic earnings per share is calculated as profit after income tax attributable to shareholders, divided by the weighted average

number of ordinary shares issued.

Diluted earnings per share is calculated as profit after income tax attributable to shareholders adjusted for any profit

recognised in the period in relation to potential dilutive shares, divided by the weighted average number of shares and

dilutive shares.

June 2022June 2021

Profit after income tax attributable to equity holders of the parent entity used in

earnings per share ($’m)

Continuing operations105.015.3

Discontinued operations–24.6

105.039.9

Weighted average number of ordinary shares used in earnings per share

(millions of shares)

Basic earnings per share854.2598.4

Diluted earnings per share

Weighted average number of ordinary shares on issue 854.2598.4

Adjustment to reflect potential dilution for Legacy Ventia Executive Incentive Plan–38.4

854.2636.7

Basic earnings per share (cents)

Continuing operations12.292.55

Discontinued operations–4.11

Continuing and discontinued operations12.296.66

Diluted earnings per share (cents)

Continuing operations12.292.40

Discontinued operations–3.86

Continuing and discontinued operations12.296.26

4.2 Dividends

June 2022June 2021

Cents

per share

Total amount

$’m

Date of

payment

Cents per

share

Total amount

$’m

Date of

payment

Prior year final

1.4712.66 April 2022–––

Current year interim–––6.2538.531 March 2021

Dividends paid during the period1.4712.6–6.2538.5–

All dividends paid were fully franked at a 30% tax rate.

On 25 August 2022, the Board of Directors declared an interim dividend of 7.47 cents per share in respect of the 2022 financial

year, 80% franked at a 30% tax rate. The amount will be paid on 7 October 2022 and is expected to be $63.9 million. As the

dividend was declared subsequent to 30 June 2022, no provision had been made at 30 June 2022.

27
Ventia Half-Year Report 2022

4.3 Share capital

30 June 202231 December 2021

Number

millions$’m

Number

millions$’m

Movement:

Balance at start of period/year855.5374.5615.82.6

Shares issued as part of the IPO––219.9373.8

Capital raising costs (net of tax)–––(9.0)

Vested share-based payments/

Transfers from share-based payments reserve

––19.87.1

Balance at end of period/year855.5374.5855.5374.5

Share capital

Holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share. In the event of

winding up of the Company, ordinary shareholders rank after creditors and are entitled to any net proceeds on liquidation.

The total number of shares issued by the Company as at 30 June 2022 is 855,484,445 (31 December 2021: 855,484,445).

This includes 345,591 treasury shares as at 30 June 2022 (31 December 2021: 2,670,590 treasury shares).

4.4 Reserves

June 2022

Treasury

share reserve

$’m

Cash flow

hedge

reserve

$’m

Foreign

currency

translation

reserve

$’m

Share-based

payments

reserve

$’m

Accumulated

losses

reserve

$’m

Total

$’m

Balance at start of period

(4.5)(0.3)(0.9)–(42.4)(48.1)

Shares issued to employees

4.0––––4.0

Share-based payments expense

–––0.6–0.6

Gains arising on change in the

fair value of hedging instruments

entered into for cash flow hedges

–11.4–––11.4

Income tax related to gains

recognised in other comprehensive

income

–(3.4)–––(3.4)

Cumulative gain arising on changes

in fair value of hedging instruments

reclassified to profit or loss

–0.5–––0.5

Income tax related to gain

reclassified to profit or loss

–(0.2)–––(0.2)

Foreign exchange translation

differences

––(2.2)––(2.2)

Balance at end of period(0.5)8.0(3.1)0.6(42.4)(37.4)

28
Ventia Half-Year Report 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 2021

Cash flow

hedge reserve

$’m

Foreign currency

translation

reserve

$’m

Share-based

payments

reserve

$’m

Capital

redemption

reserve

$’m

Total

$’m

Balance at start of period(12.8)(0.8)4.0(2.1)(11.7)

Gains arising on change in

the fair value of hedging

instruments entered into for

cash flow hedges

9.5–––9.5

Income tax related to

gains recognised in other

comprehensive income

(2.9)–––(2.9)

Cumulative loss arising on

changes in fair value of hedging

instruments reclassified to

profit or loss

(2.8)––– (2.8)

Income tax related to loss

reclassified to profit or loss

0.9–––0.9

Foreign exchange translation

differences

–1.2––1.2

Share-based payments expense––1.5–1.5

Transfer to share capital––(0.1)–(0.1)

Balance at end of period(8.1)0.45.4(2.1)(4.4)

Share-based payments reserve

Legacy Ventia Executive Incentive Plan

The Legacy Ventia Executive Incentive Plan was in place prior to the IPO of the Group in November 2021. The details of

the Legacy Ventia Executive Incentive Plan are set out in the annual financial report for the year ended 31 December 2021.

Share-based payments expense for the half-year ended 30 June 2022 was $Nil (2021: $1.5 million).

Long-term Incentive Plan

Details of the Long-term Incentive Plan are set out in the annual financial report for the year ended 31 December 2021.

Share-based payments expense for the half-year ended 30 June 2022 was $0.6 million (2021: $Nil).

Short-term Incentive (STI) Plan

Details of the STI Plan are set out in the annual financial report for the year ended 31 December 2021. Share-based payments

expense relating to STI deferral for the half-year ended 30 June 2022 was $Nil (2021: $Nil).

4.5 Borrowings

30 June

2022

$’m

31 December

2021

$’m

Borrowings750.0750.0

Capitalised borrowing costs(5.9)(6.8)

Total borrowings744.1743.2

29
Ventia Half-Year Report 2022

On 23 November 2021, the Group executed a syndicated facility agreement for the provision of syndicated term loan facilities

and a syndicated revolving cash facility (Syndicated Banking Facilities).

The Syndicated Banking Facilities have an aggregate commitment of $1,150.0 million and comprise:


$750.0 million of term loan facilities, spread equally across three-year, four-year and five-year tranches, each of which is fully

drawn at 30 June 2022; and


a $400.0 million four-year revolving cash facility which is undrawn at 30 June 2022.

The Syndicated Banking Facilities have variable interest rates, based on BBSY plus a margin.

The maturity profile of the Group’s borrowing arrangements by financial year is represented in the below table by facility limit:

CurrencyAnnual interest rateMaturity$’m

Syndicated term loan facilities

Term loan

AUD

BBSY + 140bps23 November 2024

250.0

Term loan

AUD

BBSY + 150bps23 November 2025

250.0

Term loanAUDBBSY + 160bps23 November 2026250.0

750.0

Syndicated revolving cash facilityAUD23 November 2025400.0

4.6 Fair value measurement of financial instruments

Some of the Group’s financial assets and financial liabilities are measured at fair value at each reporting date.

The following table provides information about how the fair values of these financial assets and financial liabilities are

determined. They are grouped into levels 1 to 3 based on the degree to which the fair value measurement inputs are

observable.

Level 1 Fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

or liabilities.

Level 2 Fair value measurements are those derived from inputs other than quoted prices included within level 1 that are

observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that

are not based on observable market data (unobservable inputs).

Fair value assetFair value liability

30 June2022

$’m

31 December

2021

$’m

30 June 2022

$’m

31 December

2021

$’m

Fair value

hierarchy

Interest rate swaps12.0–0.40.4Level 2

Tota l12.0–0.40.4

There were no transfers between level 1, level 2, or level 3 during the period.

Estimation of fair values

The fair value of interest rate swaps is determined using a discounted cash flow model where future cash flows are estimated

based on market forward rates at the reporting date and the contract rates, discounted at a rate that reflects the credit risk of

the various respective counterparties.

Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis

The carrying value of cash and cash equivalents, financial assets, bank and other loans, and non-interest bearing monetary

financial liabilities of the Group approximate their fair value.

30
Ventia Half-Year Report 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4.7 Commitments for capital expenditure

Capital expenditure commitments of the Group at the reporting date are as follows:

30 June

2022

$’m

31 December

2021

$’m

Estimated capital expenditure under firm contracts, payable:

Not later than one year9.69.3

Later than one year, not later than two years––

Beyond two years––

Total capital expenditure commitments

1

9.69.3

1. There were no material commitments related to joint arrangements.

4.8 Receivable finance arrangements

The Group has a receivable financing facility with a banking institution. The level of non-recourse factoring across the Group

was $34.0 million at 30 June 2022 (31 December 2021: $30.3 million).

Certified receivables are sold to this banking institution on a non-recourse basis and are acknowledged by the customer with

payment only being subject to the passage of time. Under the factoring arrangements:


the certified receivables are derecognised where the risks and rewards of the receivables have been transferred;


the cash flow to the Group only arises when there is an amount certified by the customer and contractually due to be paid

to the Group, and there are no disputes regarding the amounts due; and


the receipt by the Group irrevocably removes the Group’s right to the certified receivable due from the customers.

5. GROUP STRUCTURE

5.1 Discontinued operations

APP Corporation Pty Ltd (APP) delivers professional services to the property and infrastructure sectors, and was a wholly-

owned subsidiary of BRS Holdco Pty Ltd which was acquired by the Group on 30 June 2020. On 1 July 2020, the Group

announced its intention to sell APP and its subsidiaries, and actively started to market the business for sale. Therefore, APP

was considered to be a subsidiary acquired exclusively with a view to resale and was classified as an asset held for sale at

31 December 2020.

On 3 March 2021, Broadspectrum (Holdings) Pty Ltd (a controlled entity of Ventia Services Group Limited) signed an agreement

with a third party to sell the entire share capital of APP. Completion of the transaction took place on 19 March 2021. Details of

the transaction are set out in the Group’s annual financial report for the year ended 31 December 2021.

31
Ventia Half-Year Report 2022

5.2 Related parties

Related parties are persons or entities that are related to the Group as defined by AASB 124 Related Party Disclosures. This note

provides information about transactions with related parties during the period.

The Company’s two largest shareholders are AIF VIII Singapore Pte Limited (Apollo), a company domiciled in Singapore and

CIMIC Group Investments No 3 Pty Limited (CIMIC), a company domiciled in Australia. The ultimate parent entities of the

respective entities above are Apollo Global Management, LLC, a company incorporated in the United States of America and

listed on the New York Stock Exchange, and Actividades de Construcción y Servicios, SA, a company incorporated in Spain and

listed on the Bolsa de Madrid Stock Exchange.

Transactions within the Group

During the period and previous periods, subsidiaries of Ventia Services Group Limited advanced loans to, received and repaid

loans from, and provided treasury, accounting, legal, taxation, and administrative services to other Group entities.

Group entities also exchanged goods and services in sale and purchase transactions. All transactions occurred on the basis of

normal commercial terms and conditions. Balances and transactions between the Company and its subsidiaries, which are

related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

Transactions with related parties

The Group has entered into transactions with Apollo and CIMIC related entities, and its joint arrangements during the period.

The outstanding balances with related parties are disclosed in Notes 3.1 and 3.3.

Key Management Personnel compensation

Remuneration arrangements of Key Management Personnel are disclosed in the annual financial report for the year ended

31 December 2021.

5.3 Equity accounted investments

The details of equity accounted investments of the Group are as follows:

Ownership Interest

Joint Venture

Country of

Incorporation

Statutory

Reporting Date

30 June

2022

%

31 December

2021

%

Gateway Motorway Services Pty LimitedAustralia30 June50.050.0

Skout Solutions Pty LimitedAustralia31 December50.050.0

SV Joint Venture Pty LimitedAustralia31 December50.050.0

Ventia Boral Amey NSW Pty Limited

1

Australia31 December64.464.4

Ventia Boral Amey QLD Pty Limited

1

Australia31 December66.666.6

Venture Smart Pty LimitedAustralia31 December50.050.0

Skout Solutions (NZ) LimitedNew Zealand31 December50.050.0

Broadspectrum WorleyParsons JV (M) Sdn BhdMalaysia31 December50.050.0

1. While the Group holds a greater than 50% interest in these joint venture entities, voting rights on key matters are shared among the joint venture entity

participants, and therefore the Group accounts for these joint venture entities using the equity method.

32
Ventia Half-Year Report 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.4 Joint operations

The details of joint operations of the Group are as follows:

Ownership Interest

Joint Operation

Country of Incorporation

or Establishment

30 June

2022

%

31 December

2021

%

Allwater Australia50.050.0

Aroona Alliance Australia50.050.0

Arup Pty Limited & BMD Constructions Pty Ltd

& Ventia Pty Ltd (Smartways)

Australia20.020.0

BRSJay Australia50.050.0

Confluence Water Australia42.542.5

MTC-Broadspectrum Australia50.050.0

Optus Wireless Project (OWP)Australia50.050.0

Trace UJV

1

Australia80.080.0

Transcom Connect Australia50.050.0

Utilita Water Solutions Australia50.050.0

Ventia Boral Amey NSW

1

Australia64.464.4

Ventia Boral Amey QLD

1

Australia66.666.6

Watersure Australia40.040.0

1 Whilst the Group holds a greater than 50% interest in these joint operations, as they are formed by contractual arrangements and are not entities, the Group

recognises its share of assets, liabilities, revenue and expenses arising from these arrangements.

33
Ventia Half-Year Report 2022

6. OTHER

6.1 Contingent liabilities

Indemnities

Indemnities given by third parties on behalf of the Group in the ordinary course of business are as follows:

30 June

2022

$’m

31 December

2021

$’m

Insurance, performance and payment bonds424.1424.4

Letters of credit–3.3

424.1427.7

Legal claims

Legal claims arise in the ordinary course of business. The Directors consider that appropriate provisions have been raised

to reflect expected settlement amounts and finalisation of open matters and therefore no contingent liabilities for legal

settlements have been noted, other than the matters below.

Gateway Motorway project

Claims have been made by Queensland Motorways Pty Limited (QM) in the Supreme Court of Queensland against

various parties, including the head design, construction and maintenance contractors of the Gateway Motorway project

(D&C Contractor) in relation to alleged defects in the motorway upgrade project.

Two companies in which the Group has an interest, Visionstream Australia Pty Limited (VA) (a wholly-owned subsidiary) and

Gateway Motorway Services Pty Limited (GMS) (a 50/50 joint venture company), independently provided services to the

D&C Contractor in connection with the project. The D&C Contractor has sought to pass down the nature and the value of

certain claims made against it by QM to VA, and separately GMS.

Both VA and GMS have respectively served their defence to each allegation, denying all liability. The effect of contractual

liability caps, any applicable insurance cover and other relevant matters, will need to be considered.

The future liability arising from the above matters, if any, cannot be reasonably determined at this stage.

6.2 Events after the reporting period

Since the end of the half-year, the Directors have resolved to pay an interim dividend of 7.47 cents per share, 80% franked.

In accordance with AASB 110 Events after the Reporting Period, the aggregate amount of the proposed interim dividend of

$63.9 million is not recognised as a liability as at 30 June 2022.

Unless disclosed elsewhere in the Condensed Consolidated Financial Statements, no other material matter or circumstance

has arisen since 30 June 2022 that has significantly affected or may significantly affect:


the Group’s operations in future financial years;


the results of those operations in future financial years; or


the Group’s state of affairs in future financial years.

34
Ventia Half-Year Report 2022

In the opinion of the Directors of Ventia Services Group Limited (Company):

(a) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and

payable;

(b) the attached Condensed Consolidated Financial Statements and notes thereto are in accordance with the Corporations

Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position as at

30 June 2022 and performance for the half-year then ended, of the Group; and

(c) the Directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of the Directors made pursuant to section 303(5) of the Corporations Act 2001.

On behalf of the Directors:

David Moffatt

Chairman

25 August 2022

DIRECTORS’ DECLARATION

35
Ventia Half-Year Report 2022


Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

Deloitte Touche Tohmatsu

ABN 74 490 121 060

Grosvenor Place

225 George Street

Sydney, NSW, 2000

Australia


Phone: +61 2 9322 7000

www.deloitte.com.au



IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReevviieeww RReeppoorrtt

ttoo tthhee mmeemmbbeerrss ooff VVeennttiiaa SSeerrvviicceess GGrroouupp LLiimmiitteedd


Conclusion

We have reviewed the half-year financial report of Ventia Services Group Limited (the “Company”) and its

subsidiaries (the “Group”), which comprises the condensed consolidated statement of financial position as at 30

June 2022, and the condensed consolidated statement of profit or loss and other comprehensive income, the

condensed consolidated statement of changes in equity and the condensed consolidated statement of cash

flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and

other explanatory information, and the directors’ declaration as set out on pages 15 to 34.


Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that

the half-year financial report of the Group is not in accordance with the Corporations Act 2001, including:


 Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance

for the half-year ended on that date; and

 Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations

Regulations 2001.


Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the

Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for

the Review of the Half-year Financial Report section of our report. We are independent of the Group in

accordance with the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES

110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant

to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in

accordance with the Code.


We confirm that the independence declaration required by the Corporations Act 2001, which has been given to

the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s

review report.


Directors’ Responsibilities for the Half-year Financial Report

The directors of the Company are responsible for the preparation of the half-year 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 half-year financial

report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.


Auditor’s Responsibilities for the Review of the Half-year Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410

requires us to conclude whether we have become aware of any matter that makes us believe that the half-year

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 30 June 2022 and its performance for the half-year ended on that date, and

complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.






INDEPENDENT AUDITOR’S REVIEW REPORT

36
Ventia Half-Year Report 2022

INDEPENDENT AUDITOR’S REVIEW REPORT


A review of a half-year 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.





DELOITTE TOUCHE TOHMATSU





H Fortescue

Partner

Chartered Accountants

Sydney, 25

August 2022

Ventia Services Group Limited
ABN 53 603 253 541

Level 8

80 Pacific Highway

North Sydney NSW 2060

Website

https://www.ventia.com

Investor Relations

https://www.ventia.com/investor-centre

Email: investors@ventia.com

Directors of Ventia Services Group Limited

Mr David Moffatt (Chairman)

Mr Dean Banks (Managing Director)

Mr Kevin Crowe

Mr Jeffrey Forbes

Ms Sibylle Krieger

Mr Steve Martinez (Alternate Director)

Ms Lynne Saint

Ms Anne Urlwin

Group Chief Executive Officer

Mr Dean Banks

Company Secretaries

Mr Jonathan Dockney

Mr Zoheb Razvi

Ms Debbie Schroeder

Corporate Governance Statement

Our Corporate Governance Statement is in the

Corporate Governance section of our website

https://www.ventia.com/who-we-are/corporate-governance


CORPORATE DIRECTORY

www.ventia.com

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.