Appendix 4D & Half-Year Financial Report
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.