UNISON Annual Report 2015
Transcription
UNISON Annual Report 2015
THE YEAR OF Y U UNISON Annual Report 2015 Cover page: Unison proudly supports junior rugby in Hawke’s Bay. Pictured Elijah Booth from Havelock North Pumas. This page: Landscape view of part of Unison’s rural Hawke’s Bay network. Contents 1. Our Vision 4 2. Chairman’s Annual Review 6 3. Group Chief Executive’s Annual Review 16 4. Corporate Governance Statement 26 5. Board of Directors 30 6. Statutory Information 36 7. Trustees’ Statement 42 8. Financial Statements 46 9. Directory 98 3 ANNUAL REPORT 2015 Our Vision 1 OUR VISION ‘To deliver world-class network and energy solutions to our customers.’ 4 Our Vision ANNUAL REPORT 2015 L-R: Line Mechanic, Leslie Setu, enjoying Unison’s end of year Christmas BBQ. Unison employees getting out for a lunchtime walk as part of the company’s in-house ‘Stepping Challenge’. Newly built network as part of the major dairy farm conversion project for Wairakei Pastoral. Members of Unison’s Smart Network strategy team come together to discuss the year’s achievements. In 2014, over 8,000 kit bags were distributed across Hawke’s Bay junior rugby, netball and hockey as part of Unison’s Greatest Supporter Programme. The Hawke’s Bay Sports Park in Hastings is a large customer powered by Unison. 5 ANNUAL REPORT 2015 Chairman’s Annual Review 2 CHAIRMAN’S ANNUAL REVIEW 2014/15 has been a solid year for the Unison Group. Unison Group’s on-going commitment to developing world-class network and energy solutions continues to drive the business toward being an industry leader in New Zealand. Unison Group Chairman, Kevin Atkinson, with residents, Richard and Heather Morrish, at the sustainable housing development in Hastings where Unison is trialling solar generation and battery storage solutions. 6 Chairman’s Annual Review ANNUAL REPORT 2015 7 ANNUAL REPORT 2015 Chairman’s Annual Review Chairman’s Annual Review We have reached a major milestone in completing the initial stage of establishing a Smart Network across our three regions – an innovative solution that anticipates our future environment and puts our customers’ requirements first. Through the five-year implementation phase, we have seen a progressive roll-out and deployment of advanced technologies and it has been pleasing, as a Board, to see the continually evolving benefits to customers through improvements in network reliability. Now we look forward to the next stage of the project, which involves extracting the full benefits from these technologies together with completing the integration 8 of our Advanced Distribution Management System (ADMS) – a world leading automated network control system and key enabler of the overall Smart Network initiative. Once fully integrated, Unison will have the ability to capture and analyse detailed realtime data from its smart assets which will ultimately provide benefits to customers through sustained reductions in expenditure on our assets over the longer term. Chairman’s Annual Review ANNUAL REPORT 2015 “ Through the five-year implementation phase, we have seen a progressive roll-out and deployment of advanced technologies.” Kevin Atkinson Unison Group Chairman As part of the Smart Network strategy, Unison was the first company in the world to install and commission a Silver Spring Networks (SSN) Generation Four (Gen4) Distribution Automation (DA) mesh radio network, to provide communications to its smart devices. 9 ANNUAL REPORT 2015 Chairman’s Annual Review Lines Supervisor, Rodney Booth, challenges himself in Unison’s ‘fitness for work’ programme, ‘CrewFit’. 10 Chairman’s Annual Review ANNUAL REPORT 2015 “ The Board remains fiercely committed to the safety of both employees and our community.” Kevin Atkinson Unison Group Chairman For us, customer service goes beyond our responsibility as an electricity distribution business. We have an important leadership role to play in helping educate our customers about the choices for electricity they will have in the future. We have been trialling solar and battery storage solutions within a small housing development in Hastings which, over time, will provide Unison with first-hand experience of the operation, performance and potential impact this technology may have for customers and on the Network. Solar generation is very topical at present and it is trending towards becoming economically viable in the next decade or so. We want to be able to help customers understand the technology so they can make informed decisions when it comes to energy services. Legacy pricing models will have to change in light of technologies such as solar to ensure customers see the true value of their connection to the grid and to ensure equity between customers with and without solar generation, for example. A highlight of the year was the results of the Company’s staff engagement survey which gives the Board great confidence that the Company has a team of passionate and committed people to drive the business forward and who believe Unison is a great place to work. Customer focus remains at the heart of everything we do. We remain on our journey towards transforming from good to great, supported by our values-driven culture. Looking ahead, we have an exciting strategy in place to further build on our culture of ‘Safety and Wellbeing’, ‘Excellence’, ‘Customer Service’, ‘Integrity’ and ‘Team work’. The Board remains fiercely committed to the safety of both employees and our community, so despite some notable achievements in this area throughout the year it was disappointing to report three Serious Harm Incidents. With the Government’s Health and Safety Reform Bill expected to come into force in 2015, the Board has been undertaking a thorough review of the proposed legislation, and dedicating significant time to look at how we can make further enhancements to our safety culture and performance at Unison. Unison continues to put in place measures to mitigate risks going forward and we will work diligently in the coming year towards our goal of Zero Harm. As we look forward we have a lot to build on, new opportunities to seize and challenges to face. As a Board, we remain focussed and committed to a strategic direction which continually strives towards a future of enhanced performance for our customers. 11 ANNUAL REPORT 2015 Chairman’s Annual Review Financial Performance The 2014/15 financial year has been a solid trading period for the Unison Group. In particular it has been a very successful year for Unison’s subsidiary ETEL which, combined with the colder temperatures across our network regions and growth in energy demand from commercial customers, meant we were ahead of budgeted revenue throughout the year. The Group’s Net Profit After Tax (NPAT) for the 2014/15 financial year was $27.5 million, which is up (13.6%) on the previous year’s result of $24.2 million. Line revenue (net of transmission charges) increased $10.0 million (10.9%) on the previous year. Line revenue growth reflects increased electricity demand and the impact of price increases approved under the Commerce Commission’s Default Price-Quality Path determination. In the year ahead the price increase of 1.4% permitted by the Commerce Commission is representative of Unison’s ongoing investment requirements. For the remainder of the current regulatory period until the end of 2020, Unison 12 will be permitted to make annual price adjustments of up to the rate of CPI inflation on the distribution component of our tariffs and pass-through charges in transmission costs. Depreciation grew by $1.8 million (7%), due to the continued levels of re-investment Unison has made in its network, IT systems and related plant and equipment. Operating cash flows were again strong at $64.1 million (2014: $52.5 million), reflecting the excellent operational performance across the Group. Capital expenditure at $49.5 million is up $2.4 million on last year as a result of increased customer driven projects and the continued investment of smart technologies in our electricity network. Group borrowings, excluding fair value movements, increased by $1 million to $240.5 million. Shareholder funds as a percentage of total assets remained unchanged at 49% (2014: 49%). Chairman’s Annual Review ANNUAL REPORT 2015 Total Group Revenue $210.5 m Net Profit After Tax $27.5 m Equity / Total Assets 49 % Capital Expenditure $49.5 m Dividend $9.550 m 13 ANNUAL REPORT 2015 Chairman’s Annual Review Flaxmere Primary School students enjoy learning about what it’s like working for Unison during a Careers Expo. 14 Chairman’s Annual Review ANNUAL REPORT 2015 Dividend A Dividend of $9.446 million, declared on 27 June 2014 in respect of the financial year ended 31 March 2014, was paid to the Hawke’s Bay Power Consumers’ Trust on 4 August 2014. Unison’s Board has declared a Dividend of $9.550 million for the year ended 31 March 2015. The Dividend will be paid to the Trust in early August 2015. Dividend declared for the year ended 31 March 2015 $9.550m Acknowledgements I would like to acknowledge the commitment and on-going support of my fellow Board members this year. Their contribution has enabled the Unison Group to perform strongly in the 2014/15 financial year. I would like to make particular mention of retiring Director, Tim Lusk, for his three years of service to the Board. Tim joined the Board in 2012. During his tenure he made a significant contribution to developing Unison’s Health and Safety culture, which will continue to evolve in the years ahead. On behalf of the Board, I wish Tim well in his next challenge serving on the Board of Transpower. This is a notable achievement, and is testament to his position as a valued member of the industry. It is through Ken’s leadership, supported by a strong management team and staff, that Unison remains at the forefront of the electricity distribution industry. Thank you to the Hawke’s Bay Power Consumers’ Trust, representing the beneficial owners of Unison. The Trustees and the Board continue to maintain an effective working relationship. We are grateful for the high level of confidence that the Trust places in the Board, in all the work that we do, and the strong customer focus that we share. Kevin Atkinson MNZM Chairman We are very fortunate to have Unison Group Chief Executive, Ken Sutherland, continuing to drive the business forward with great commitment and leadership. 15 ANNUAL REPORT 2015 Group Chief Executive’s Annual Review 3 GROUP CHIEF EXECUTIVE’S ANNUAL REVIEW 2014/15 has been a year of strong performance and positive results. The 2014/15 year has demonstrated that Unison continues to be at the forefront of the electricity distribution industry in New Zealand. Wairakei Pastoral Limited Chief Executive Officer, Chris Parkinson and Unison Group Chief Executive, Ken Sutherland, on site during the stringing of conductor wires across the Waikato River, as part of the major dairy farm conversion project Unison is involved in. 16 Group Chief Executive’s Annual Review ANNUAL REPORT 2015 17 ANNUAL REPORT 2015 Group Chief Executive’s Annual Review Group Chief Executive’s Annual Review It is clear that globally there is a shift in how consumers think about and use energy. As solar panels become cheaper and more efficient and battery storage becomes viable for consumers, traditional business models associated with building additional conventional electricity generation and transport infrastructure to meet consumers’ demands will come under threat. The Smart Network strategy that Unison embarked upon five years ago has positioned Unison well to meet these future challenges. As we embark on the 18 next phase of the strategy, which is to use the much greater level of information on the performance and condition of the network, Unison will improve its capability to manage its assets through improved utilisation and deferring, if not avoiding, significant upgrades which will provide long-term benefits for our customers. Far from fearing the future, Unison is seeking to embrace the challenge of transitioning to a world where our customers have much greater options to meet their energy needs. Group Chief Executive’s Annual Review ANNUAL REPORT 2015 Control Room Operator, Ian Newton, utilising the new Advanced Distribution Management System (ADMS) during a power outage event. 19 ANNUAL REPORT 2015 Group Chief Executive’s Annual Review Unison completed a major project, with the Hawke’s Bay Power Consumers’ Trust to replace the overhead network with underground cables. SAIDI Performance 115 mins SAIDI System Average Interruption Duration Index. SAIFI Performance 2.0 SAIFI System Average Interruption Frequency Index. 20 Group Chief Executive’s Annual Review ANNUAL REPORT 2015 “ We recognise that we impact on our customers’ lives and we understand their landscape is changing every day.” Ken Sutherland Group Chief Executive Network Performance Despite the impact of Cyclone Ita in April and high winds in October (which contributed to about 20% of year-end reliability performance), and increased planned outages due to implementation of smart grid technologies on the network, the average duration and frequency of outages experienced by our customers was well below regulatory limits and our Statement of Corporate Intent targets. Customer Projects For us, customer experience is part of our everyday language; where understanding and meeting our customers’ needs has always been the catalyst for delivering excellence. In 2014/15 we connected 871 customers to our network, and carried out major cable-conversion projects in Bluff Hill, Napier and in the Hastings CBD. We undertook a major project in Kennedy Road, Napier to replace part of the overhead network with underground cables to improve the aesthetic appeal of the area and provide reliability and safety benefits over the longer term. We continued our long-term partnership with Wairakei Pastoral Limited and Landcorp Farming for their major dairy farm conversion project in Taupo, and in 2014/15 we commissioned our new substation at Te Toke as part of this long-term development. We recognise that we impact on our customers’ lives and we understand their landscape is changing every day. We see our role as more than just keeping the lights on - that is why we have been trialling solar technologies, testing electric vehicles and partnering in research with a number of universities across the country, so we can understand the positive and adverse impacts of new technologies and help our customers as they explore new energy options. Number of new customers connected to our network 871 in 2014/2015 21 ANNUAL REPORT 2015 Group Chief Executive’s Annual Review Subsidiary Performance 22 Customers are also central to the strategic drive behind our subsidiary companies, where commitment to excellence in service has delivered strong results in 2014/15. own ‘CrewFit’ programme, helping our team improve their physical fitness so they can be better prepared for the often challenging responsibilities they hold. Unison Contracting Services Limited has delivered a record year in terms of completing the capital and customer work programme, whilst helping maintain the performance of our network. Working 24/7 in all terrains, and in all conditions, we know part of the challenge is keeping our people safe, and disappointingly, we reported seven lost time injuries throughout the year. We have since carried out significant root-cause analysis to ensure we mitigate risks going forward, and will continue to work hard towards our aspiration of every employee going home safe and well every day. We take a holistic approach to health and safety and it is firmly etched into the fabric of our culture, where we also recognise how the mental and physical agility of our people contributes to safety outcomes. That is why we have implemented our For Unison Fibre Limited, the number of customers connected to our network has doubled since 2013/14. We have also seen the rate of customer uptake double in March, a positive sign as we look towards the future, whilst partnerships with our Retail Service Providers continue to grow so we can offer our customers choice through provision of an open-access platform. ETEL Limited, our distribution transformer manufacturing company, has delivered a strong positive result for the year, which has been typified by the range of customer work undertaken. We worked closely with the Fiji Electricity Authority to provide backup diesel generation in response to the country’s low hydro storage situation, as well as successfully completing the supply of transformers for a second wind farm development in Australia, at Boco Rock. Group Chief Executive’s Annual Review ANNUAL REPORT 2015 Unison Line Mechanics carrying out maintenance on the network. 23 ANNUAL REPORT 2015 Group Chief Executive’s Annual Review “ …the stimulation we enable, and the passion we embed is what differentiates us…” Ken Sutherland Group Chief Executive Technician, Brendon Devine, and his son William, enjoy a fun-filled Unison Family Day. 24 Group Chief Executive’s Annual Review ANNUAL REPORT 2015 Our People Realisation of our Smart Network strategy, service excellence for our customers and continued positive results for our subsidiary businesses requires a team of people who are passionate, innovative, experienced and who all strive to deliver the same goal. That is why, at Unison, our values are the fabric of who we are, our vision is our single aspiration and our team of people are the backbone of our business. We are a learning organisation that is driven by innovation, where we push the mind-set to challenge traditional approaches and seek smarter ways of doing business. That is why people want to work here, and choose to stay here – with employee turnover tracking downwards year on year, and being at an all-time low of 3.3% during the 2014/15 year. The environment we provide, the stimulation we enable, and the passion we embed is what differentiates us and is what dictates our success. It is therefore appropriate that I record my sincere thanks to the people that make Unison the success it is. Ken Sutherland Group Chief Executive 25 ANNUAL REPORT 2015 Corporate Governance Statement 4 CORPORATE GOVERNANCE STATEMENT This statement provides an overview of the Company’s main corporate governance policies, practices and processes adopted or followed by the Board. 26 Corporate Governance Statement ANNUAL REPORT 2015 The Unison sponsored Rotorua Night Market runs right through the year and attracts a large crowd each week. 27 ANNUAL REPORT 2015 Corporate Governance Statement Role of the Board of Directors The Board of Directors (the “Board”) is appointed by the shareholders’ representatives, the trustees of Hawke’s Bay Power Consumers’ Trust. The Board is responsible for setting and monitoring the strategic direction, policies and control of the Company’s activities, with day-to-day management delegated to the Group Chief Executive. The Board has a formal charter that outlines the responsibilities of the Board and the Group Chief Executive and that provides a code of ethics to guide Directors and the Group Chief Executive in carrying out their duties and responsibilities. This is available on the Company’s website. The Board meets on a monthly basis during the financial year, with additional full meetings and sub-committee meetings being convened when required. Board Committees Audit and Risk Committee Unison has a formally constituted Audit and Risk Committee, responsible for reviewing the Company’s accounting policies, financial management, financial statements, management of information systems and systems of internal control, external and internal risk management functions and the treasury policy. The committee also considers internal risk assessments and external audit reports as well as appointment of the external auditor, audit relationship matters and fees. The committee meets an average of five times a year, with additional meetings being convened when required. Remuneration Committee The Board promotes remuneration of directors and executives that is transparent, fair and reasonable in a competitive market for the skills, knowledge and experience required by the Company. The committee makes recommendations to the Board regarding the appointment of the Group Chief Executive and annually reviews the remuneration packages of executive managers, including the Group Chief Executive, as well as reviewing the performance of the Group Chief Executive. External advice may be sought as part of its review. The committee also periodically reviews and makes recommendations to the Board regarding general remuneration policy. Other Committees In addition, the Board establishes other committees on an “as required” basis to consider matters such as due diligence reviews of acquisitions and other major transactions. 28 Corporate Governance Statement ANNUAL REPORT 2015 Risk Management The Board oversees a formal risk management policy and framework that are consistent with the international standard for risk management AS/NZS ISO 31000:2009 Risk management – Principles and guidelines. The Board is responsible for reviewing and ratifying the system of risk management practices and the Company’s system of internal controls. The Board monitors the operational and financial aspects of the Company’s activities, principally through the Audit and Risk Committee, and the Board considers the recommendations and advice of external and internal auditors and other external advisors on the operational and financial risks that face the Company. The Board ensures that recommendations made by the external and internal auditors and other external advisers are investigated and appropriate action is taken to ensure that the Company has an appropriate internal control environment in place to manage the key risks identified. Treasury Policy Exposure to treasury-related financial risks is managed in accordance with the Company’s treasury policy. This policy sets out financial and treasury management objectives, specific responsibilities, limits on management authority, permissible financial instruments, counterparty credit limits and reporting, and monitoring requirements. Under the treasury policy the Board is responsible for approving all treasury and interest rate strategies and any changes to those strategies. Statement of Corporate Intent In accordance with Section 39 of the Energy Companies Act 1992, the Directors annually submit a Statement of Corporate Intent for the coming financial year to the Hawke’s Bay Power Consumers’ Trust for endorsement. This document outlines the Company’s overall objectives, intentions and financial performance targets and is available on the Company’s website. Directors’ Interests Register The Company maintains and reviews on a monthly basis an Interests Register to record particulars of transactions or matters involving Directors. 29 ANNUAL REPORT 2015 Board of Directors 5 BOARD OF DIRECTORS Kevin Atkinson MNZM CFInstD FNZIM 30 Board of Directors ANNUAL REPORT 2015 Andrew Bayly Paul Callow Paul Connell CA CFInstD Brenden Hall Philip Hocquard Tim Lusk 31 ANNUAL REPORT 2015 Board of Directors Kevin Atkinson MNZM CFInstD FNZIM CHAIRMAN, REMUNERATION COMMITTEE CHAIRMAN AND AUDIT AND RISK COMMITTEE MEMBER Kevin Atkinson is a Hawke´s Bay-born Director who has spent the majority of his working life in the technology sector. He is the Principal and Managing Director of the software company Information Management Services Limited. He is also the Chairman of the Hawke’s Bay District Health Board, and a Director of Hawke’s Bay Rugby. Kevin is a Chartered Fellow of the Institute of Directors (CFInstD) 32 and a Fellow of the Institute of Management (FNZIM). He was made a member of the New Zealand Order of Merit (MNZM) for services to Business and the Community in the 2010 Queen’s Birthday Honours List. Kevin was appointed to the Unison Networks Limited Board in June 1998, the Unison Contracting Services Limited Board in March 2007 and the Unison Fibre Limited Board in February 2010. Board of Directors ANNUAL REPORT 2015 Andrew Bayly Paul Callow AUDIT AND RISK COMMITTEE MEMBER AUDIT AND RISK COMMITTEE MEMBER Appointed to the Board in May 2013, Andrew Bayly is a local director based in Havelock North. Andrew has successfully developed a governance and business advisory practice, AB360 Limited, over the past three years by combining his knowledge and experience with his passion for helping businesses and individuals to grow and succeed. Paul Callow is an independent Director with over 30 years of finance, commercial and engineering experience, including extensive experience working in the regulated electricity sector in New Zealand. Previously Andrew was a partner at PricewaterhouseCoopers’ Napier office, working with some of the region’s largest businesses. He has a range of specialist knowledge including strategic planning, governance, business risk and performance improvement. Andrew is a director of Tremain Capital Limited, Ask Holdings Limited and Ask Your Team NZ Limited. He is currently also a member of the Advisory Boards for Emmerson Transport Limited and Hatuma Lime Company Limited and is a Chartered Member of the New Zealand Institute of Directors. He holds a mechanical engineering degree from the University of Birmingham, and was a partner of the international firm, Deloitte, for 13 years, where he advised public and private sector clients on some of New Zealand’s largest transactions and investments. Paul is a director of privately owned Hawke’s Bay company, Hau Ora Clay Target Shooting, and is a chartered member of the Institute of Directors in New Zealand. Paul was appointed to the Unison Networks Limited Board in July 2014. He and his wife recently relocated to Hawke’s Bay from Wellington. 33 ANNUAL REPORT 2015 Board of Directors Paul Connell CA CFInstD Brenden Hall AUDIT AND RISK COMMITTEE CHAIRMAN AUDIT AND RISK COMMITTEE MEMBER Paul Connell is an independent director with broad commercial, management and governance experience spanning industries and countries. He has been a director of a number of public and private companies for over 14 years. Brenden Hall is an independent director and business advisor with over twenty five years of experience across a multiple of industries including electricity, information technology and agricultural export. He is chairman of the Testing Laboratory Registration Council (IANZ) and the independent chairman of the Hamilton City Council Audit and Risk Committee. Paul is a director of Hall’s Refrigerated Transport Limited, and Telarc SAI Limited, a Crown subsidiary. Paul is a member of the Chartered Accountants Australia and New Zealand and a Chartered Fellow of the Institute of Directors in New Zealand. He was born and educated in Hawke’s Bay and resides in Auckland. Paul was appointed to the Unison Networks Limited Board in July 2010 and joined the Unison Fibre Limited Board in October 2010. 34 Brenden holds a commerce degree from Victoria University of Wellington, and is a Chartered Member of the Institute of Directors. He currently provides advisory services in strategy development, mergers and acquisitions and export market development. Brenden joined the ETEL Limited Board in May 2009, the Unison Networks Limited Board in July 2011 and the Unison Fibre Limited Board in December 2011. He was born and educated in Wellington and now resides in Auckland. Board of Directors ANNUAL REPORT 2015 Philip Hocquard Tim Lusk AUDIT AND RISK COMMITTEE MEMBER AND REMUNERATION COMMITTEE MEMBER AUDIT AND RISK COMMITTEE MEMBER AND REMUNERATION COMMITTEE MEMBER Philip Hocquard is a business adviser, company executive and director with broad experience of many different types of business, corporate and commercial structures, financing options, business strategies and governance. He holds a law degree from Victoria University and was a partner of the Hastings legal firm, Bannister & von Dadelszen, for over 20 years before retiring in 1999 to set up an independent mentoring business providing strategic, legal and general advice to selected private businesses. Tim Lusk holds a degree in Power System Engineering and has over 45 years’ experience in the New Zealand energy and telecommunications industries. He has worked in the public and private sectors including executive positions in McConnell Dowell International, Transpower NZ Limited, Telecom NZ Limited and Meridian Energy Limited. He has a deep interest in the creation of high performing companies through cultural and technological transformation. Philip was appointed to the Unison Networks Limited Board in July 2009. He joined the Unison Contracting Services Limited Board in June 2010. He is a senior management executive or director of a number of privately owned Hawke’s Bay companies and Chairman of some of those. Philip is also a Trustee of the Hawke’s Bay Rescue Helicopter Trust. Tim is Chair of Enable Networks Limited, a Director of the Environmental Protection Authority, a member of the Transpower NZ Limited Board Committee on Network Risk, and Chair of Cook Brothers Construction Advisory Board. Tim was appointed to the Unison Networks Limited Board in March 2012 and resigned in May 2015. 35 ANNUAL REPORT 2015 Statutory Information 6 STATUTORY INFORMATION The Directors are pleased to present the Annual Report and accompanying Financial Statements in respect of Unison Networks Limited’s operations for the twelve months to 31 March 2015. 36 Statutory Information ANNUAL REPORT 2015 Rural shot overlooking Wairakei Pastoral. 37 ANNUAL REPORT 2015 Statutory Information Financial Results The Group’s earnings before interest and tax for the twelve months under review was $54.0 million, compared with $50.8 million for the previous twelve months. The net surplus for 2015 was $27.5 million (2014: $24.2 million). Principal Activities Unison Networks Limited and its subsidiaries (together the Group) provide electricity distribution and line function services to consumers and businesses, as well as fibre optic network interconnections and related services throughout the Hawke’s Bay, Rotorua and Taupo regions. The Group also provides electrical, fibre, civil and vegetation contracting services; manufactures electrical products for the Australian, Pacific and New Zealand markets; and operates a captive insurance company. Company’s Affairs The Directors consider the state of the Company’s affairs to be satisfactory. Details of the year under review are included in the Annual Report and the Financial Statements accompanying this report. Dividend A fully imputed dividend of $9.446 million ($13.120 million inclusive of imputation credits), which equates to 14.76 cents per share, was declared during the year and paid to the Hawke’s Bay Power Consumers’ Trust. On 19 June 2015, the Directors declared a fully imputed dividend of $9.550 million ($13.264 inclusive of imputation credits), which equates to 14.92 cents per share, in respect of the 2014/15 financial year. This dividend will be paid to the Trust on or about 3 August 2015. 38 Statutory Information ANNUAL REPORT 2015 Directors At the Annual General Meeting held on 25 July 2014, Mr Hall was re-elected to the Unison Networks Limited Board. Mr Callow’s appointment as a Director of Unison Networks Limited, filling the position left vacant by Mr John Palairet’s retirement, was also confirmed. Directors’ Remuneration and Other Benefits Directors’ remuneration from the Company in the year to 31 March 2015 was: Parent Subsidiaries $ $ 111,000 27,170 J R Palairet 24,975 29,627 P W Hocquard 55,500 13,585 P A Connell 68,450 13,585 B J Hall 55,500 34,168 T A Lusk 55,500 A C Bayly 55,500 P Callow 32,375 K H Atkinson K R Valentine 40,000 D J Frow 30,000 B J Martin 7,718 S E Blanch 19,022 J Kiteley 18,375 39 ANNUAL REPORT 2015 Statutory Information Directors’ Interests Some Directors have an interest in transactions with the Company involving the supply of services on standard terms and conditions to premises in which they have interests. The interest which these Directors may have in such transactions is no different in kind, quality, benefit or obligation from transactions which the Company has with other consumers. The following Directors declared interests in the entity listed. The declaration serves as notice that the Director may benefit from any transactions between the Company and the identified entity. Director Entity Mr K H Atkinson · Chairman, Hawke’s Bay District Health Board · Director, Hawke’s Bay Rugby Union · Managing Director, IMS Payroll Limited Mr P A Connell · Director, Telarc SAI Limited · Chairman, Testing Laboratory Registration Council Mr T A Lusk · Director, Enable Networks Limited · Director, Environmental Protection Authority · Member, Transpower Board Subcommittee on Network Risk Mr P W Hocquard · Trustee, Hawke’s Bay Helicopter Rescue Trust Directors’ Indemnity and Insurance The Company provides cover to its Directors and certain executives for personal loss caused by wrongful acts in the course of their duties where indemnity is not available from the Company. 40 Statutory Information ANNUAL REPORT 2015 Information Used by Directors There were no notices from Directors requesting the use of company information received in their capacity as Directors, which would not otherwise have been available to them. Donations Donations of $21,541 were made by the Company in the financial year to 31 March 2015. Auditors In accordance with Section 45 of the Energy Companies Act 1992, and Section 15 of the Public Audit Act 2001, the Auditor-General continues as Auditor. The amount payable by the Company to Audit New Zealand is $315,287. This is made up of: Unison Networks Limited Unison Contracting Services Limited $110,000 $12,837 Unison Energy Limited $1,686 Unison Fibre Limited $6,360 Unison Insurance Limited $12,000 ETEL Limited $91,000 For other services $81,404 41 ANNUAL REPORT 2015 Trustees’ Statement 7 TRUSTEES’ STATEMENT on the compliance by Unison Networks Limited with the Statement of Corporate Intent for the year ended 31 March 2015. The Hawke’s Bay Power Consumers’ Trust (HBPCT) and Unison’s Overhead to Underground conversion project along Kennedy Road, Napier, has significantly improved the aesthetic appeal of the area. 42 Trustees’ Statement ANNUAL REPORT 2015 43 ANNUAL REPORT 2015 Trustees’ Statement All of the shares in Unison Networks Limited are held by the Hawke’s Bay Power Consumers’ Trust on behalf of consumers who are connected to Unison’s network in Hawke’s Bay. As the Trust is the majority shareholder, the Trustees are required to prepare a statement, for inclusion in Unison’s annual report, commenting on the Company’s compliance with the Statement of Corporate Intent. The 2015 Statement of Corporate Intent Key Objective To operate as a successful and sustainable business, through enhanced shareholder value and meeting the needs of its consumers in terms of quality and efficiency. Compliance In the 2014-2015 year trading results were up on the previous year. Total group revenue for the year was $210.5 million, an increase of $18.5 million on the previous year. The net profit before tax increased to $38.2 million from $34.5 million in the previous year. Shareholder value showed a solid increase of $16.3 million or 5% increasing to $343 million. The investment in the Smart Grid strategy has resulted in a very good network performance result, surpassing the targets for the year. Ratio of Consolidated Shareholders’ Funds to Total Assets • The minimum target ratio of consolidated shareholders’ funds to total assets is set at not less than 40%. • Target goal for 2015 – 49%. Compliance Both the minimum target ratio and the target goal were achieved. The actual ratio met was 49%. Performance Targets Unison’s 2015 Statement of Corporate Intent sets targets for both financial and network performance. Compliance The Company met all but one of its performance targets. The Trustees are satisfied with the trading results and the network performance. 44 Trustees’ Statement ANNUAL REPORT 2015 Statement of Corporate Intent FINANCIAL Profit before interest, tax and depreciation, amortisation and financial instruments as a percentage of average assets employed Targets Actual Results 2015 2015 11.4% 13.0% Profit before interest, taxation and financial instruments as a percentage of average assets employed 7.3% 8.4% Total line operating costs per consumer $328 $318 123 115 SAIFI - System Average Interruption Frequency Index 2.3 2.0 FAULTS - Per 100km of line • Underground faults • Overhead faults 6.2 7.6 4.4 7.7 Total System Faults 7.4 7.2 NETWORK PERFORMANCE SAIDI - System Average Interruption Duration Index (Minutes) Compliance with Other Matters The Statement of Corporate Intent also details matters relating to the Company’s scope of activities, dividend distributions, accounting policies, information to be provided to shareholders and administrative matters relating to procedures and communications with the Trust, as the sole shareholder. We are satisfied that in all these matters the Company has complied with the Statement of Corporate Intent. Summary The Trustees are very pleased to report a solid financial result and a very good network performance result. It is very pleasing that the deployment of strategies and technologies over the past few years is delivering such a high level of security of supply to our consumers. John Newland Chairman For and on behalf of Trustees of the Hawke’s Bay Power Consumers’ Trust Trustees: Arch Buntain, Helen Francis, Diana Kirton, Ken Gilligan, John Newland 45 ANNUAL REPORT 2015 Financial Statements 8 FINANCIAL STATEMENTS Unison cable drums. 46 Financial Statements ANNUAL REPORT 2015 Statement of Performance48 Statement of Financial Performance 49 Statement of Comprehensive Income 49 Statement of Financial Position50 Statement of Changes in Equity 51 Statement of Cash Flow52 Notes to the Financial Statements 53 Independent Auditor’s Report96 47 ANNUAL REPORT 2015 Financial Statements > Statement of Performance Statement of Performance Statement of Corporate Intent 2014/15 Targets 31 March 2015 31 March 2014 11.4% 13.0% 11.4% Profit before interest, taxation and financial instruments as a percentage of average assets employed 7.3% 8.4% 7.1% Profit as a percentage of average shareholder funds 7.2% 8.2% 7.6% Ratio of shareholders’ funds to total assets 49% 49% 49% 110,344 110,573 110,296 System Length (km’s) 8,115 8,114 8,077 Total line business operating costs per consumer $328 $318 $317 $4,460 $4,334 $4,322 <123.0 115.0 112.8 <2.3 2.0 1.8 Underground faults 6.2 4.4 6.0 Overhead faults 7.6 7.7 6.4 Total System faults 7.4 7.2 6.2 Medical Treatment Injuries 30 35 28 Number of Public Accidents (either harm to the public or significant damage to property) from Unison’s operation of the electricity infrastructure Nil 1.0 1.0 2,500 2,818 2,628 15.22 14.92 14.76 For the Year Ended 31 March 2015 GROUP FINANCIAL MEASURES Profit before interest, taxation, depreciation, amortisation and financial instruments as a percentage of average assets employed ELECTRICAL LINES BUSINESS PERFORMANCE MEASURES 1. Operating Cost Comparison Consumer Numbers Total line business costs per km 2. Electricity Network Performance SAIDI - System Average Interruption Duration Index This represents the average number of minutes that a consumer was without power during the reporting period SAIFI - System Average Interruption Frequency Index This represents the average number of interruptions that a consumer experiences during the reporting period Faults per 100km of Line 3. Health & Safety Performance Public Safety Management Systems (PSMS) target: Number of school visits for electricity safety education (measure number of children presented) 4. Dividend target Dividend target (cents per share) 1 1The dividend target is the dividend expected to be paid in relation to that financial year and hence paid out during the following financial year. This includes forecasted assumptions of CPI. 48 Statement of Financial Performance < Financial Statements ANNUAL REPORT 2015 Statement of Financial Performance Group For the Year Ended 31 March 2015 Notes Operating revenue 3 Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 210,492 191,922 153,986 138,142 Total revenue 210,492 191,922 153,986 138,142 Electricity transmission charges 39,923 35,389 39,923 35,389 Distribution system maintenance 7,740 7,776 9,914 9,864 Raw materials and consumables used 26,045 26,106 - - Employee related expenses 29,422 27,038 14,835 13,405 18,205 19,834 13,391 14,174 Operating expenditure Other expenses 121,335 116,143 78,063 72,832 Earnings before interest, income tax, depreciation, amortisation and financial instruments (EBITDAF) 89,157 75,779 75,923 65,310 Change in fair value of financial instruments (3,793) 3,576 (3,793) 3,518 Earnings before interest, income tax, depreciation and amortisation (EBITDA) 85,364 79,355 72,130 68,828 Depreciation and amortisation expense 4 27,834 25,997 23,708 22,437 Loss on disposal of property, plant and equipment 4 3,512 2,587 3,403 2,538 Earnings before interest and income tax (EBIT) 54,018 50,771 45,019 43,853 Finance expenses 5 15,773 16,202 16,119 16,269 Finance income 5 - - (1,712) (1,870) 38,245 34,569 30,612 29,454 10,725 10,396 8,607 9,050 27,520 24,173 22,005 20,404 Profit before income tax Income tax 6 Profit for the year Statement of Comprehensive Income Group For the Year Ended 31 March 2015 Notes Profit for the year Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 27,520 24,173 22,005 20,404 - - - - 4,998 Other comprehensive income: Items that will not be reclassified to profit or loss: Gains on revaluation of land and buildings Items that may be subsequently reclassified to profit or loss: (1,798) 5,063 (2,383) Other comprehensive income for the year, net of tax Gain/(loss) on financial instruments taken to equity 23 (1,798) 5,063 (2,383) 4,998 Total comprehensive income for the year 25,722 29,236 19,622 25,402 The above statements of financial performance and comprehensive income should be read in conjunction with the accompanying notes. 49 ANNUAL REPORT 2015 Financial Statements > Statement of Financial Position Statement of Financial Position As at 31 March 2015 Group 2015 $ 000 Notes 2014 $ 000 Parent 2015 $ 000 2014 $ 000 ASSETS Current assets Cash and cash equivalents 8 9,456 3,623 2,189 137 Receivables 9 23,094 19,823 15,784 12,199 Derivative financial instruments 21 912 687 27 342 Inventories 10 20,993 20,323 3,486 3,346 Other financial assets 11 1,452 - - - Related party advances - - 2,400 2,400 Total current assets 55,907 44,456 23,886 18,424 Non current assets Property, plant and equipment 12 593,633 575,327 575,900 553,485 Intangible assets 13 49,109 49,745 20,449 20,934 Other financial assets 14 685 1,261 - - Derivative financial instruments 21 21,392 1,935 21,392 1,935 23,282 Related party advances - - 19,114 Investment in subsidiaries - - 52,770 49,770 Total non current assets 664,819 628,268 689,625 649,406 Total assets 720,726 672,724 713,511 667,830 LIABILITIES Current liabilities Trade and other payables 15 17,955 16,002 12,359 9,505 Current tax liabilities 6 2,936 1,577 700 1,019 Employee provisions 16 5,888 5,113 2,692 2,355 Interest bearing liabilities 17 - 35,000 - 35,000 Derivative financial instruments 21 125 288 391 288 Deferred income 1,035 1,224 798 266 Total current liabilities 28,102 59,307 16,837 48,270 202,064 Non current liabilities Interest bearing liabilities 19 262,609 202,064 262,609 Employee provisions 18 1,313 1,495 600 794 Derivative financial instruments 21 11,872 10,363 11,872 10,355 Deferred tax liabilities 20 76,114 73,916 72,857 78,461 Related party payables - - 13,028 10,305 Total non current liabilities 349,710 286,779 366,570 299,632 Total liabilities 377,812 346,086 383,407 347,902 Net assets 342,914 326,638 330,104 319,928 66,661 EQUITY Contributed equity 22 66,661 66,661 66,661 Reserves 23 (2,184) (386) (2,820) (437) Retained earnings 23 278,437 260,363 266,263 253,704 342,914 326,638 330,104 319,928 Total equity The above statements of financial performance and comprehensive income should be read in conjunction with the accompanying notes. For and on behalf of the Board 50 Director Director Date: 19 June 2015 Statement of Changes in Equity < Financial Statements ANNUAL REPORT 2015 Statement of Changes in Equity Share Capital $ 000 Reserves $ 000 Retained Earnings $ 000 Total Equity $ 000 Balance as at 1 April 2014 66,661 (386) 260,363 326,638 Profit for the year - - 27,520 27,520 - (1,798) - (1,798) - (1,798) 27,520 25,722 For the Year Ended 31 March 2015 Notes GROUP: CURRENT YEAR Cash flow hedge reserve movement 23 Total comprehensive income/(loss) Dividend paid 23 - - (9,446) (9,446) 66,661 (2,184) 278,437 342,914 Balance as at 1 April 2013 66,661 (5,449) 245,405 306,617 Profit for the year - - 24,173 24,173 - 5,063 - 5,063 - 5,063 24,173 29,236 Balance as at 31 March 2015 GROUP: COMPARATIVE YEAR Cash flow hedge reserve movement 23 Total comprehensive income/(loss) Dividend paid 23 - - (9,215) (9,215) 66,661 (386) 260,363 326,638 Balance as at 1 April 2014 66,661 (437) 253,704 319,928 Profit for the year - - 22,005 22,005 - (2,383) - (2,383) - (2,383) 22,005 19,622 Balance as at 31 March 2014 PARENT: CURRENT YEAR Cash flow hedge reserve movement 23 Total comprehensive income/(loss) Dividend paid 23 - - (9,446) (9,446) 66,661 (2,820) 266,263 330,104 Balance as at 1 April 2013 66,661 (5,435) 242,515 303,741 Profit for the year - - 20,404 20,404 - 4,998 - 4,998 - 4,998 20,404 25,402 Balance as at 31 March 2015 PARENT: COMPARATIVE YEAR Cash flow hedge reserve movement 23 Total comprehensive income/(loss) Dividend paid Balance as at 31 March 2014 23 - - (9,215) (9,215) 66,661 (437) 253,704 319,928 The above statements of financial performance and comprehensive income should be read in conjunction with the accompanying notes. 51 ANNUAL REPORT 2015 Financial Statements > Statement of Cash Flow Statement of Cash Flow Group For the Year Ended 31 March 2015 Notes Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Cash flows from operating activities Receipts from customers 202,270 186,228 147,462 132,867 Contributions for capital works 5,340 4,919 5,331 4,842 Interest received 78 23 1,712 1,893 207,688 191,170 154,505 139,602 Payments to suppliers and employees (118,128) (113,344) (77,112) (70,459) Interest paid on loans (16,237) (16,202) (16,172) (16,269) Income taxes paid (7,592) (8,590) (5,653) (6,270) GST refunds/(payments) (1,618) (506) (75) (103) 64,113 52,528 55,493 46,501 Purchase and construction of property, plant & equipment (49,529) (47,102) (48,880) (42,133) Amounts repaid by related party - - 6,896 5,150 Amounts advanced to related party - - (11) (2,016) (1,700) Net cash inflow / (outflow) from operating activities 32 Cash flows from investing activities Investment in subsidiary - - (3,000) Investments (305) 293 - - Net cash inflow / (outflow) from investing activities (49,834) (46,809) (44,995) (40,699) 1,000 5,000 1,000 5,000 Cash flows from financing activities Proceeds from borrowings Repayment of loans - (1,600) - (1,600) (9,446) (9,215) (9,446) (9,215) Net cash inflow / (outflow) from financing activities (8,446) (5,815) (8,446) (5,815) Net increase (decrease) in cash and cash equivalents 5,833 (96) 2,052 (13) Cash and cash equivalents at the beginning of the financial year 3,623 3,719 137 150 9,456 3,623 2,189 137 Payment of dividends Cash and cash equivalents at end of the financial year 24 8 The above statements of financial performance and comprehensive income should be read in conjunction with the accompanying notes. 52 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 Notes to the Financial Statements 1 General Information Unison Networks Limited and its subsidiaries (together the Group) provide electricity distribution and line function services to consumers and businesses, as well as fibre optic network interconnections and related services throughout the Hawke’s Bay, Rotorua and Taupo regions. The Group also provides civil, vegetation, electrical and fibre contracting services; manufactures electrical products for the Australia, Pacific and New Zealand markets; and operates a captive insurance company. The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is 1101 Omahu Road, Hastings, New Zealand. It is registered under the Companies Act 1993 and is an energy company in terms of the Energy Companies Act 1992. These consolidated financial statements have been approved for issue by the Board of Directors on 19 June 2015. 2 Summary of Significant Accounting Policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements include separate financial statements for Unison Networks Limited as an individual entity and the consolidated entity consisting of Unison Networks Limited and its subsidiaries. (2.1) Basis of preparation The consolidated financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (‘NZ GAAP’). They comply with New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’) and other applicable Financial Reporting Standards, as applicable for profit oriented entities. The consolidated financial statements also comply with International Financial Reporting Standards (‘IFRS’) and IFRIC interpretations. Compliance with IFRS The separate and consolidated financial statements of the Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Entities Reporting The consolidated financial statements presented are of Unison Networks Limited (the Parent) and subsidiaries comprising of: Unison Energy Limited (UEL); Unison Contracting Services Limited (UCSL); Unison Insurance Limited (UIL); Unison Fibre Limited (UFL); ETEL Limited (ETEL); and ETEL Transformers Pty Limited. The Company and Group are designated as profit oriented entities for financial reporting purposes. Statutory Base The consolidated financial statements have been prepared in accordance with the requirements of the Financial Reporting Act 2013, Companies Act 1993 and Energy Companies Act 1992. The consolidated financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand dollars ($000). Historical cost convention These consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available for sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss, certain classes of property, plant and equipment and investment property. Changes in accounting policy and disclosures (i) New standards and interpretations not yet adopted A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 April 2014, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group, except the following set out below: • NZ IFRS 9, ‘Financial instruments’, addresses the classification, measurement and recognition of financial assets and financial liabilities. NZ IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of NZ IAS 39 that relate to the classification and measurement of financial instruments. NZ IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the NZ IAS 39 requirements. Unison Networks Limited (the Parent) is 100% owned by the Hawke’s Bay Power Consumers’ Trust. 53 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the statement of financial performance, unless this creates an accounting mismatch. The Company and Group is yet to assess NZ IFRS 9’s full impact and intends to adopt NZ IFRS 9 no later than the accounting period beginning on or after 1 January 2015. The Company and Group will also consider the impact of the remaining phases of NZ IFRS 9 when completed by the IASB. • NZ IFRS 15, ‘Revenue from Contracts with Customers’, NZ IFRS 15 establishes a new five step model that will apply to revenue arising from contracts with customers. Under NZ IFRS 15 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in NZ IFRS 15 provide a more structured approach to measuring and recognising revenue. The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under NZ IFRS. Either a full or modified retrospective application is required for annual periods beginning on or after 1 January 2017 with early adoption permitted. The Group is currently assessing the impact of NZ IFRS 15 and plans to adopt the new standard on the required effective date. There are no other NZ IFRSs or NZ IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company and Group. (2.2) Principles of Consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Unison Networks Limited as at 31 March 2015 and the results of all subsidiaries for the period then ended. Unison Networks Limited and its subsidiaries together are referred to in these financial statements as the Group or the consolidated entity. Control is achieved when the Group is exposed to, or has rights to, variable returns from its involvement with the entity. Specifically, the Group controls an entity if and only if the Group has: - power over the entity (i.e. existing rights that give it the current ability to direct relevant activities of the entity); and - exposure to, or rights to variable returns from its involvement with the entity; and - the ability to use its power over the entity to affect its returns. 54 Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de consolidated from the date that control ceases. Intercompany transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from inter company transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. (2.3) Critical Judgements and Estimations in Applying Accounting Policies The preparation of financial statements in conformity with NZ IFRS requires judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The Directors believe that, as at the date of these financial statements, there are no significant sources of estimation uncertainty that have not been disclosed in these notes. Accounting judgements are made in respect of the hedge designation of certain financial instruments, assessment of hedge effectiveness, determination of useful lives of Property, Plant and Equipment and the impact of tax rate changes on deferred tax balances. Fair Value Estimation The fair value of financial assets and financial liabilities, including derivative instruments, must be estimated for recognition and measurement, or for disclosure purposes. The fair value of instruments traded in active markets (such as equities and bonds) is based on closing market prices at balance date. The fair value of instruments that are not traded on an active market (Interest Rate Swaps (IRS’s), Cross Currency Interest Rate Swaps (CCIRS’s), Foreign Exchange Contracts (FEC’s)) is determined using various valuation techniques which include assumptions on observable data when such data is available. The fair value of IRS’s, CCIRS’s, and FEC’s is based on the discounted value of future cash flows. Assumptions on the determination of future cash Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 flows are based on publicly available forecast prices. The fair value of FEC’s is determined using forward exchange market rates at balance date discounted to present value. The fair value of financial liabilities in a fair value hedge relationship and for the purpose of disclosure is estimated by discounting the future designated cash flows at current market interest rates applicable to the risks being hedged. (2.5) Revenue recognition Revenue is measured at the fair value for the consideration received or receivable, and represents amounts receivable for goods and services supplied, (net of Goods and Services Tax), rebates and discounts and after eliminating sales within the Group. Revenue is recognised as follows: The valuations determined for instruments not traded on an active market can vary significantly based on assumptions in relation to the interest rates and foreign exchange rates. The sensitivity to changes in assumptions for foreign exchange and interest rates is quantified in Note 28 – Financial Risk Management. (i) Property, Plant and Equipment - The amount of revenue can be measured reliably; and The Group used judgement to determine the estimated remaining useful lives of assets. They are detailed in section 2.7 below. The residual value and the useful lives of assets are reviewed, and if appropriate adjusted, at each balance date. Intangible Assets The Group used judgement to determine the estimated remaining useful lives of intangible assets. They are detailed in section 2.8 below. The residual value and the useful lives of assets are reviewed, and if appropriate adjusted, at each balance date. The recoverable amount of goodwill is calculated using value in use (the net present value of expected future cash flows) of the cash generating units. Key assumptions used in the value in use model that require the Group’s estimation and judgement include revenue forecasts (including volumes and pricing), costs and discount rates. See Note 13 for further detail. (2.4) Foreign currency translation (i) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which each of the entities operate (‘the functional currency’). The consolidated financial statements are presented in New Zealand dollars ($), which is the Company and Group’s presentation currency. (ii) Transactions and balances Transactions in foreign currencies are translated at the New Zealand dollar rate of exchange at the date of the transaction. At balance date foreign monetary assets and liabilities not hedged by foreign currency derivative instruments are translated at the closing rate, and exchange variances arising are included in the statement of financial performance. Sales of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: - The Group has transferred to the buyer the significant risk and rewards of ownership of the goods; and - It is probable the economic benefits with the transaction will flow to the entity. (ii) Capital contributions Where the Group constructs assets at its own cost and receives a cash payment from a third party as part, or full payment for the development of such assets, the Group recognises the asset at the cost incurred to construct the asset and recognises the cash received as revenue. (iii) Contract revenue Contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the stage of completion of the contract at balance date. The stage of completion is measured by reference to the contract costs incurred up to balance date as a percentage of total estimated costs for each contract. Contract costs include all costs directly related to specific contracts, costs that are specifically chargeable under the terms of the contract, and an allocation of overhead expenses incurred in connection with the Group’s construction activities in general. (iv) Sale of services Sales of services are recognised in the accounting period in which the services are rendered, based upon usage or volume through put during that period. (v) Interest income Interest income is recognised on a time proportion basis using the effective interest method. (vi) Rental income Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements. Monetary assets and liabilities in foreign currencies at balance date hedged by foreign currency derivative instruments are translated at the contract rates. 55 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements (2.6) Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position. (2.7) Property, plant and equipment Electrical Distribution Network An election was made to use the electrical distribution network revaluation as at 31 March 2006 as deemed cost on the date of transition (i.e. 1 April 2006) to New Zealand’s equivalent to IFRS. Subsequent additions are recognised at cost and are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of financial performance during the financial period in which they are incurred. Fibre Network Additions are recognised at cost and are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of financial performance during the financial period in which they are incurred. Land and buildings Land and buildings are stated at fair value based on periodic, but at least five yearly, valuations determined by an independent registered valuation company, and are adjusted for additions at cost and depreciation at appropriate rates. Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Increases in the carrying amounts arising on revaluation of land and buildings are credited to other reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognised in the statement of comprehensive income, the increase is first recognised in the statement of financial performance. Decreases that reverse previous 56 increases of the same asset are first charged against revaluation reserves directly in equity to the extent of the remaining reserve attributable to the asset; all other decreases are charged to the statement of financial performance. Self constructed assets The cost of self constructed assets includes the cost of all materials used on construction, direct labour on the project, costs of obtaining Resource Management Act consents, financing costs that are directly attributable to the project and an appropriate proportion of variable and fixed overhead. Costs cease to be capitalised as soon as the assets are ready for productive use and do not include any inefficiency costs. Other Property, Plant and Equipment All other property, plant and equipment are stated at historical cost less accumulated depreciation and impairment loss. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of financial performance during the financial period in which they are incurred. Asset under construction The cost of assets under construction includes direct materials, labour and an allocation of overheads that directly relate to the work performed. Disposal of Property, Plant and Equipment When an item of property, plant or equipment is disposed of, any gain or loss is recognised in the statement of financial performance and is calculated as the difference between the sale price and the carrying value of the asset. On disposal of an item of property, plant or equipment, any revaluation surplus in respect of that class of asset is transferred to retained earnings. Depreciation Electrical Distribution Network Depreciation is provided on a straight line basis on all tangible items of property, plant and equipment other than freehold land, at rates calculated to allocate the assets’ cost or valuation less any residual value, over their estimated useful life. Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 (2.8) Intangible assets Manufacturing Depreciation is provided on a diminishing value or useful life basis for all tangible items of property, plant and equipment. Management use the relevant tax depreciation rates as a guide. Fibre Network Depreciation is provided on a straight line basis on all tangible items of property, plant and equipment other than freehold land, at rates calculated to allocate the assets’ cost or valuation less any residual value, over their estimated useful life. Other Property, Plant and Equipment Depreciation is provided on a straight line basis on all tangible items of property, plant and equipment other than freehold land, at rates calculated to allocate the assets’ cost or valuation less any residual value, over their estimated useful life. The estimated useful lives of property, plant and equipment are as follows: Electrical Distribution Network 33kV sub transmission Zone substations, structures and equipment Distribution transformers Distribution switchgear Overhead lines Underground cables Other distribution equipment Other Property, Plant and Equipment Freehold buildings Land Motor vehicles Plant and equipment Office furniture and equipment Information technology Manufacturing Plant and equipment Motor vehicles Office furniture and equipment Information technology Fibre Network Core network Central office Feeder network Connections 45 ‑ 80 years 10 ‑ 60 years 50 ‑ 60 years 35 ‑ 45 years 45 ‑ 80 years 30 ‑ 70 years 10 ‑ 70 years 50 ‑ 100 years Indefinite 5 ‑ 10 years 5 ‑ 10 years 4 ‑ 10 years 3 ‑ 10 years 5 ‑ 25 years 7 years 5 ‑ 16 years 3 ‑ 10 years 15 ‑ 75 years 15 ‑ 30 years 15 ‑ 30 years 15 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘Loss on sale of property, plant and equipment’ in the statement of financial performance. (i) Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired entity at the date of acquisition. Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cash generating units or groups of cash generating units that are expected to benefit from the business combination in which the goodwill arose. (ii) Software Acquired software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (three to ten years) Costs associated with developing or maintaining software programmes are recognised as an expense as incurred. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs include the software development, employee costs and an appropriate portion of relevant overheads. Software development costs recognised as assets are amortised using the straight line method over their estimated useful lives (not exceeding ten years). (iii) Indefeasible right of use (IRU) IRU’s are not cash generating in nature as the Group provides third parties the right to connect to and use fibre optic cable. The rights to connect and use fibre distribution networks are initially recorded at cost plus any other directly attributable costs of preparing the IRU for its intended use. IRU’s are amortised using the straight line method over their useful lives (6 to 21 years). (iv) Easements Easements are not cash generating in nature as they give the Group the right to access private property where network assets are located. Easements are initially recorded at cost plus the cost of registering the easement and any other directly attributable costs of preparing the easement for its intended use. Easements with a finite life are amortised over that period. 57 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements (2.9) Impairment of non-financial assets (ii) The carrying amount of the Group’s assets, other than inventories and derivative financial instruments, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of assets is estimated to determine the extent of any impairment loss. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised in the statement of financial performance except impairment losses on revalued assets which are first taken to the revaluation reserve if there is a surplus in respect of that asset. Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non current assets. The Group’s loans and receivables comprise ‘trade and other receivables’ and ‘cash and cash equivalents’ in the statement of financial position (notes 8 and 9). Irrespective of any indications of impairment, goodwill acquired in a business combination and intangible assets that have an indefinite useful life are tested annually for impairment. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). The recoverable amount is the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Non financial assets other than goodwill which have suffered impairment are reviewed for possible reversal of the impairment at each reporting date. (2.10) Investments and other financial assets Classification The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. (i) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months, otherwise they are classified as non current. 58 (iii) Loans and receivables Held to maturity investments Held to maturity investments are non derivative financial assets with fixed or determinable payments and fixed maturities that the Company has positive intention and ability to hold to maturity. They are included in current assets, except for maturities greater than 12 months after the balance date, which are included in non current assets. (iv) Available for sale financial assets Available for sale financial assets are non derivatives that are either designated in this category or not classified in any of the other categories. They are included in non current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period. Recognition and measurement Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the statement of financial performance. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available for sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method. Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in the statement of financial performance within ‘other (losses)/gains – net’ in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the statement of financial performance as part of other income when the Group’s right to receive payments is established. Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 Impairment of financial assets (i) Assets carried at amortised cost The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. For the loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated statement of financial performance. If a loan or held to maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument’s fair value using an observable market price. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated statement of financial performance. (ii) Assets classified as available for sale The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. For debt securities, the Group uses the criteria referred to in (i) above. In the case of equity investments classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets are impaired. If any such evidence exists for available for sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss. Impairment losses recognised in the consolidated statement of financial performance on equity instruments are not reversed through the consolidated statement of financial performance. If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through the consolidated statement of financial performance. (2.11)Fair value estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available for sale securities) is based on quoted market prices at the balance date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price. The fair value of financial instruments that are not traded in an active market (for example, over the counter derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Quoted market prices or dealer quotes for similar instruments are used for long term debt instruments held. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward exchange contracts is determined using forward exchange market rates at the balance date. The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. 59 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements (2.12) Investments in subsidiaries (2.15) Inventories Investments in subsidiaries in the Parent financial statements are stated at cost less impairment. Inventories held for sale or use in the production of goods and services on a commercial basis are valued at the lower of cost and net realisable value. The cost of purchased electrical and fibre related inventory is determined using the average cost method. The cost of other inventory is determined using the standard cost method. The write down from cost to net realisable value is recognised in the statement of financial performance in the period when the write down occurs. The cost of work in progress includes direct materials and labour and an allocation of overheads that directly relate to the work performed. (2.13) Trade and other receivables Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of financial performance within ‘other expenses’. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against ‘other expenses’ in the statement of financial performance. (2.14) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial period which are unpaid, and are initially measured at fair value, net of any transaction costs. These are subsequently measured at amortised cost using the effective interest rate method. The amounts are unsecured and are usually paid within 30 to 60 days of recognition. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. 60 (2.16) Employee benefits (i) Wages and salaries, annual leave and sick leave Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in employee provisions in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable. (ii) Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date based on net present value. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. (iii) Retirement benefit obligations Participating employees of the Group are entitled to benefits on retirement, disability or death from the Defined Benefit Plan Contributors Schemes as part of the National Provident Fund and entitled to retirement benefits from AMP. The schemes are multi employer defined benefit plans which provides a defined lump sum benefit based on years of service and final average salary. However, sufficient information is not available to use defined benefit accounting. Therefore the Group accounts for the scheme as if it were a defined contribution plan. Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 Accounting for defined contribution plans requires that an expense is recognised for the contributions paid/payable during the period and any outstanding contributions are recognised as a liability. (iv) Bonus plans The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation. (2.17) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a realisable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in the statement of comprehensive income. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised in the statement of financial performance. (2.18) Leases Financial leases Leases in which the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges are included in other long term payables. The interest element of the finance cost is charged to the statement of financial performance over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under a finance lease are depreciated over the shorter of the asset’s useful life and the lease term. Operating leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of financial performance on a straight line basis over the period of the lease. (2.19) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the financial position date. Fees paid on the establishment of loan facilities are capitalised as a pre payment for liquidity services and amortised over the period of the facility to which it relates. (2.20) Borrowing costs Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. An asset qualifies when the cost of construction is greater than $500,000 and the construction period is longer than six months. Interest on borrowing costs are calculated based on the effective yearly interest rate of 6.73% (31 March 2014: 6.83%). Other borrowing costs are expensed. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. (2.21) Accounting for financial instruments and hedging activities Derivative financial instruments are used to manage interest and foreign exchange rate risk, including interest rate swaps, cross currency swaps and foreign exchange contracts. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re measured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction cash flow. 61 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the statement of financial performance with a net change in fair value of financial instruments within other expenses in respect of CCIRS’s, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Interest expense on the loans designated as hedged items in fair value hedges are recognised in other expenses. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item is amortised to the statement of financial performance over the period to maturity. The fair values of various derivative financial instruments used for hedging purposes are disclosed in note 21. Movements in the cash flow hedging reserve in shareholders’ equity are shown in note 23. (i) Fair value hedge The full fair value of hedging derivatives is classified as a non current asset or liability if the remaining maturity of the hedged item is more than 12 months, and as a current asset or liability if the remaining maturity of the hedged item is less than 12 months. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the statement of financial performance. For derivatives that are not hedged, the gain or loss on changes in fair value is recognised in the statement of financial performance. 62 Amounts accumulated in equity are recycled in the statement of financial performance in the periods when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place). However, when the forecast interest payments that are hedged results in the recognition of a non financial asset (for example, property, plant and equipment) or a non financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability. When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the statement of financial performance. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of financial performance. (ii) Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the statement of financial performance within ‘other gains/(losses) – net’. Certain derivative financial instruments do not qualify for hedge accounting. These derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re measured to their fair value at each balance date with the resulting gain or loss recognised in the statement of financial performance. The full fair value of the derivative is classified as current if the contract is due for settlement within 12 months of balance date, otherwise the derivatives are classified as non current. Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of financial performance within ‘other gains/(losses) – net’. (iii) Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the statement of financial performance. (2.22) Income tax (2.23) Contributed Equity Ordinary shares are classified as equity. (2.24) Dividend distribution The Company recognises a liability to make a distribution to equity holders of the Parent when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per company law in New Zealand, a distribution is authorised when it is approved by the directors. A corresponding amount is recognised in equity. (2.25) Goods and Services Tax (GST) The statement of financial performance has been prepared so that all components are stated exclusive of GST. All items in the statement of financial position are stated net of GST, with the exception of receivables and payables, which include GST invoiced. Income tax expense includes current tax and deferred tax. Current tax is the amount of income tax payable based on the taxable profit for the current year, plus any adjustments to income tax payable in respect of prior years. Current tax is calculated using rates that have been enacted or substantively enacted by balance date. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences or tax losses can be utilised. Deferred tax is not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of an asset and liability in a transaction that is not a business combination, and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, using tax rates that have been enacted or substantively enacted by balance date. Current tax and deferred tax is charged or credited to the statement of financial performance, except when it relates to items charged or credited directly to equity, in which case the tax is dealt with in equity. 63 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements 3 Revenue Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Sales revenue Line revenue 141,720 127,154 141,720 127,154 Capital contributions 4,809 4,653 4,800 4,576 Other regulated revenue 1,039 673 1,039 673 Non regulated revenue 62,647 59,290 6,323 5,700 210,215 191,770 153,882 138,103 Other revenue Recovery of debt previously written off 27 17 26 16 Interest received 250 135 78 23 277 152 104 39 210,492 191,922 153,986 138,142 4 Expenses Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Audit NZ - audit of the annual financial statement 234 205 110 90 Audit NZ - other services 81 46 65 46 Directors fees 690 653 459 434 593 Other expenses Operating lease payments 1,839 2,016 667 Increase/(decrease) for impairment of receivables (125) 25 (124) 94 Bad debt expense 214 299 201 291 Inventory write downs 42 809 42 809 Bank charges 94 94 39 31 Realised foreign exchange (gain)/loss (555) (137) - - Other expenses 15,691 15,824 11,932 11,786 18,205 19,834 13,391 14,174 Depreciation Buildings 316 306 317 307 Plant and equipment 2,391 2,045 436 333 Fixtures and fittings 192 173 142 126 Motor vehicles 1,668 1,352 149 173 Computer hardware 796 1,014 743 958 Fibre distribution network 650 578 - - Electrical distribution network 20,140 19,317 20,503 19,528 Total depreciation 26,153 24,785 22,290 21,425 Computer software 1,649 1,179 1,418 1,012 Indefeasible right of use (IRU) 32 33 - - Total amortisation 1,681 1,212 1,418 1,012 Total depreciation and amortisation 27,834 25,997 23,708 22,437 Amortisation 64 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 5 Finance Income and Expenses Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Interest and finance charges paid/payable 16,368 16,503 16,368 16,503 Intercompany funding cost - - 346 67 Capitalised interest (595) (301) (595) (301) Total finance costs 15,773 16,202 16,119 16,269 Intercompany funding charge - - (1,712) (1,870) Total finance income - - (1,712) (1,870) Net finance costs 15,773 16,202 14,407 14,399 Finance costs Finance income 6 Income Tax Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 (a) Income tax expense Current tax 9,101 8,043 5,338 6,023 Prior period current tax adjustment (150) 665 (4) 780 Prior period deferred tax adjustment 136 38 3 17 Deferred tax associated with timing differences 1,638 1,650 3,270 2,230 Income tax expense 10,725 10,396 8,607 9,050 Profit from continuing operations before income tax expense 38,245 34,569 30,612 29,454 Tax at the New Zealand tax rate of 28% (2014: 28%) 10,709 9,679 8,571 8,247 Non assessable income (3) - (1,533) (1,147) Non deductible expenses 33 14 7 10 Non taxable intra group margin - - 1,563 1,143 (b) Reconciliation of income tax expense to prima facie tax payable Prior period deferred tax adjustment 136 38 3 17 Prior period current tax adjustment (150) 665 (4) 780 Income tax expense 10,725 10,396 8,607 9,050 Opening balance 1,577 1,475 1,019 486 Current year taxation expense 9,101 8,043 5,338 6,023 (c) Taxation payable/(refund) Prior period current tax adjustment (150) 665 (4) 780 Taxation paid (7,592) (8,606) (5,653) (6,270) 2,936 1,577 700 1,019 65 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements 7 Imputation Credits Parent Imputation credits available for use in subsequent periods 2015 $ 000 2014 $ 000 20,060 14,833 The Parent is part of the Unison Networks Consolidated Group for tax purposes, and therefore does not maintain its own imputation credit account. 8 Current Assets - Cash and Cash Equivalents Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Cash at bank and in hand 5,570 2,548 1,855 82 AUD accounts 1,382 623 - - USD account 954 452 334 55 Term deposits 1,550 - - - 9,456 3,623 2,189 137 For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and bank and investments in money market instruments, inclusive of outstanding bank overdrafts. Cash and cash equivalents at balance date as shown in the statement of cash flows can be reconciled to the related items in the statement of financial position. The Group has a $3 million overdraft facility available on the Group’s operational bank accounts (31 March 2014: $3 million). The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above. The Group provides guarantees to certain customers for security over supply contracts. At balance date the Group had provided guarantees to the value of $2.6 million (2014: $2.6 million). The guarantee limit is $4 million (2014: $4 million). The carrying amount for cash and cash equivalents equals the fair value. 66 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 9 Current Assets - Trade and Other Receivables Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 11,125 Trade receivables 21,340 18,439 14,473 Other receivables 142 32 - - Provision for impairment of receivables (194) (319) (191) (315) Total trade receivables 21,288 18,152 14,282 10,810 Related party receivables 237 321 158 165 Subsidiary receivables - - 241 164 Prepayments 1,569 1,350 1,103 1,060 23,094 19,823 15,784 12,199 The ageing of these trade receivables is as follows: 0 - 30 days 20,727 17,464 13,736 10,449 Past due 31 - 60 days 72 336 70 118 Past due more than 60 days 489 352 476 243 21,288 18,152 14,282 10,810 There are no trade receivables classified as held for sale (31 March 2014: nil). The Group does not hold any collateral in respect of the balances above. The average credit period on sales of goods and services in New Zealand is 30 days (Australia: 60 days). No interest is charged on trade receivables in New Zealand for the first 30 days (Australia: 60 days) from the date of the invoice. Thereafter, interest can be charged at 2% per month on the outstanding balance. The Group has provided fully for all receivables over 120 days because historical experience is such that receivables that are past due beyond 120 days are generally not recoverable. Trade receivables between 60 days and 120 days are provided for based on estimated irrecoverable amounts, determined by reference to past default experience. Included in the Group’s trade receivable balance are debtors with a carrying amount of $0.7m (31 March 2014: $0.7m) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable. The Group does not hold any collateral over these balances. Included in the Parent’s trade receivable balance are debtors with a carrying amount of $0.4m (31 March 2014: $0.3 million) which are past due at the reporting date for which the Parent has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable. The Parent does not hold any collateral over these balances. Before accepting any significant customers, the Group uses an external credit scoring system to assess the potential customer’s credit quality. Credit limits are defined by key Group trade receivable categories. 67 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements (a) Impaired receivables (i) The ageing of impaired trade receivables is as follows: Group 2015 $ 000 2014 $ 000 Up to 3 months (4) 3 to 6 months (50) Greater than 6 months 2015 $ 000 2014 $ 000 (147) (1) (145) (87) (50) (86) (140) (85) (140) (84) (194) (319) (191) (315) (ii) Movements in the provision for impairment of receivables are as follows: Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Opening balance (319) (294) (315) (221) Impairment losses recognised on receivables (63) (370) (51) (369) Amounts written off as uncollectable 214 299 201 291 Amounts recovered during the year (26) 46 (26) (16) Closing balance (194) (319) (191) (315) (b) Foreign exchange and interest rate risk The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies: Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 NZ dollars 18,700 14,634 14,282 10,810 Australian dollars 2,588 3,518 - - 21,288 18,152 14,282 10,810 For an analysis of sensitivity of trade receivables to foreign currency risk refer to note 28(g). (c) Fair value and credit risk Due to the short-term nature of these receivables, their carrying value is assumed to approximate their fair value. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivables mentioned above. 68 Parent Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 10 Current Assets - Inventories Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Raw materials 12,599 12,548 3,599 3,519 Provision for obsolescence (113) (173) (113) (173) 12,486 12,375 3,486 3,346 Work in progress at cost 1,630 1,927 - - Finished goods at cost 6,877 6,021 - - 20,993 20,323 3,486 3,346 No inventories are pledged as security for liabilities (2014: nil). 11 Current Assets - Other Financial Assets Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Government bonds 501 - - - Corporate bonds 201 - - - Term deposits 750 - - - 1,452 - - - The government bond was previously held as a requirement of the Insurance Deposit Act 1953. Unison Insurance Limited received a full licence on 22 July 2013 under the Insurance (Prudential Supervision) Act 2010. Prior to Unison Insurance Limited obtaining its full licence restrictions existed on the Group’s ability to deal in this stock. The principal amount is $500,000 with a coupon interest rate of 6% and the maturity date is 15 April 2015. The Government bond is classified as fair value through the profit or loss. Corporate bonds classified as other financial assets at fair value through the profit or loss with a carrying value of $201,169 (2014: $202,000) have an interest rate of 3.97% (2014: 4.06%) and mature on 24 August 2015. The term deposit is bearing a fixed interest rate of 4.95% (2014: Nil). This deposit matures on 25 September 2015. 69 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements 12 Non-current Assets - Property, Plant and Equipment Electricity Distribution Network $000 Network Land & Buildings $000 Fibre Network $000 Land & Buildings $000 Opening net book amount 486,437 10,767 17,908 12,055 Depreciation charge (19,107) (210) (578) (306) Additions 37,491 1,186 1,244 1,155 Disposals (2,566) - - - Closing net book amount 502,255 11,743 18,574 12,904 GROUP: COMPARATIVE YEAR At 31 March 2014 Cost 642,385 12,911 20,154 1,688 Valuation - - - 12,011 Accumulated depreciation (140,130) (1,168) (1,580) (795) Net book amount 502,255 11,743 18,574 12,904 Opening net book amount 502,255 11,743 18,574 12,904 Depreciation charge (19,909) (231) (650) (316) Additions 39,135 1,545 1,485 83 GROUP: CURRENT YEAR Disposals (3,656) - - - Closing net book amount 517,825 13,057 19,409 12,671 Cost 675,791 14,465 21,612 1,768 Valuation - - - 12,011 Accumulated depreciation (157,966) (1,408) (2,203) (1,108) Net book amount 517,825 13,057 19,409 12,671 At 31 March 2015 70 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 Motor Vehicles $000 Plant & Equipment $000 Furniture & Fittings $000 Information Technology $000 Assets Under Construction $000 Total $000 4,768 9,473 833 1,313 18,658 562,212 (1,349) (2,048) (173) (1,014) - (24,785) 4,921 3,269 78 682 (8,513) 41,513 (598) (416) (28) (5) - (3,613) 7,742 10,278 710 976 10,145 575,327 12,864 18,751 1,806 7,613 10,145 728,317 - - - - - 12,011 (5,122) (8,473) (1,096) (6,637) - (165,001) 7,742 10,278 710 976 10,145 575,327 7,742 10,278 710 976 10,145 575,327 (1,668) (2,391) (192) (796) - (26,153) 2,459 2,725 395 874 (79) 48,622 (326) (181) - - - (4,163) 8,207 10,431 913 1,054 10,066 593,633 13,868 21,154 2,202 8,484 10,066 769,410 - - - - - 12,011 (5,661) (10,723) (1,289) (7,430) - (187,788) 8,207 10,431 913 1,054 10,066 593,633 71 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements 12 Non-current Assets - Property, Plant and Equipment (Continued) Electricity Distribution Network $000 Network Land & Buildings $000 Land & Buildings $000 Opening net book amount 494,338 10,767 12,152 Depreciation charge (19,318) (210) (307) Additions 42,492 1,186 1,221 PARENT: COMPARATIVE YEAR Disposals (2,566) - - Closing net book amount 514,946 11,743 13,066 At 31 March 2014 Cost 655,579 12,911 1,859 Valuation - - 12,011 Accumulated depreciation (140,633) (1,168) (804) Net book amount 514,946 11,743 13,066 Opening net book amount 514,946 11,743 13,066 Depreciation charge (20,272) (231) (317) PARENT: CURRENT YEAR Additions 44,463 1,556 135 Disposals (3,664) - - Closing net book amount 535,473 13,068 12,884 At 31 March 2015 72 Cost 694,268 14,465 1,993 Valuation - - 12,011 Accumulated depreciation (158,795) (1,397) (1,120) Net book amount 535,473 13,068 12,884 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 Motor Vehicles $000 Plant & Equipment $000 Furniture & Fittings $000 Information Technology $000 Assets Under Construction $000 Total $000 470 1,773 483 1,225 19,804 541,012 (173) (333) (126) (958) - (21,425) 356 238 51 614 (9,606) 36,552 (88) - - - - (2,654) 565 1,678 408 881 10,198 553,485 1,055 2,585 1,379 7,303 10,198 692,869 - - - - - 12,011 (490) (907) (971) (6,422) - (151,395) 565 1,678 408 881 10,198 553,485 565 1,678 408 881 10,198 553,485 (149) (436) (142) (743) - (22,290) 113 898 321 784 180 48,450 (81) - - - - (3,745) 448 2,140 587 922 10,378 575,900 810 3,483 1,700 8,083 10,378 735,180 - - - - - 12,011 (362) (1,343) (1,113) (7,161) - (171,291) 448 2,140 587 922 10,378 575,900 73 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements 12 Non-current Assets - Property, Plant and Equipment (Continued) (a) Valuations of land and buildings - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). Land and buildings in Omahu Road, Hastings and Fleet Street, Taupo were independently valued by registered valuer Telfer Young Ltd, as at 31 January 2011. - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3). Assets under construction include $0.1 million (2014: $0.1 million) of intangible work in progress. The following table analyses the non financial assets carried at fair value, by valuation method. The different levels have been defined as follows: Fair value measurements at 31 March 2015 using: Quoted prices in active markets for identical assets (level 1) $ 000 - Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). Significant other observable inputs (level 2) $ 000 Significant unobservable inputs (level 3) $ 000 Recurring fair value measurements Land and buildings - Office and warehouse buildings - 12,011 - - 12,011 - There were no transfers between levels 1 and 2 during the year. (b) Valuation techniques used to derive level 2 fair values Level 2 fair values of land, office buildings, workshops and warehouse facilities have been derived using the rental capitalisation approach. Market rental and sales data of comparable land and buildings in close proximity are adjusted for differences in key attributes such as building quality, tenant strength (if sold under a sale and leaseback arrangement), and other market factors. The most significant inputs into this valuation approach are price per square metre, and yield. (c) Carrying amounts that would have been recognised if land and buildings were stated at cost If freehold land and buildings were stated on the historical cost basis, the amounts would be as follows: Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Freehold land Cost 2,573 2,573 2,573 2,573 Accumulated depreciation - - - - Net book amount 2,573 2,573 2,573 2,573 Buildings 74 Cost 9,535 9,401 9,535 9,401 Accumulated depreciation (1,458) (1,152) (1,458) (1,152) Net book amount 8,077 8,249 8,077 8,249 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 13 Non-current Assets - Intangible Assets Indefeasible Rights of Use (IRU) $ 000 Total $ 000 Goodwill $ 000 Computer Software $ 000 Other Intangible Assets $ 000 Opening net book amount 41,655 2,568 209 597 45,029 Additions - 5,903 19 6 5,928 Amortisation charge - (1,179) - (33) (1,212) Closing net book amount 41,655 7,292 228 570 49,745 Cost 117,543 14,667 228 699 133,137 GROUP: COMPARATIVE YEAR Year ended 31 March 2014 At 31 March 2014 Valuation (60,559) - - - (60,559) Accumulated amortisation and impairment (15,329) (7,375) - (129) (22,833) Net book amount 41,655 7,292 228 570 49,745 Opening net book amount 41,655 7,292 228 570 49,745 Additions - 961 84 - 1,045 GROUP: CURRENT YEAR Year ended 31 March 2015 Transferred asset - 7 - (7) - Amortisation charge - (1,646) - (35) (1,681) Closing net book amount 41,655 6,614 312 528 49,109 At 31 March 2015 Cost 117,543 15,619 312 689 134,163 Valuation (60,559) - - - (60,559) Accumulated amortisation and impairment (15,329) (9,005) - (161) (24,495) Net book amount 41,655 6,614 312 528 49,109 75 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements 13 Non-current Assets - Intangible Assets (Continued) Indefeasible Rights of Use (IRU) $ 000 Total $ 000 16,138 Goodwill $ 000 Computer Software $ 000 Other Intangible Assets $ 000 Opening net book amount 14,000 1,929 209 - PARENT: COMPARATIVE YEAR Year ended 31 March 2014 Additions - 5,789 19 - 5,808 Amortisation charge - (1,012) - - (1,012) Closing net book amount 14,000 6,706 228 - 20,934 Cost 89,888 13,699 228 - 103,815 At 31 March 2014 Valuation (60,559) - - - (60,559) Accumulated amortisation and impairment (15,329) (6,993) - - (22,322) Net book amount 14,000 6,706 228 - 20,934 Opening net book amount 14,000 6,706 228 - 20,934 PARENT: CURRENT YEAR Year ended 31 March 2015 Additions - 868 65 - 933 Amortisation charge - (1,418) - - (1,418) Closing net book amount 14,000 6,156 293 - 20,449 Cost 89,888 14,567 293 - 104,748 At 31 March 2015 Valuation (60,559) - - - (60,559) Accumulated amortisation and impairment (15,329) (8,411) - - (23,740) Net book amount 14,000 6,156 293 - 20,449 (a) Impairment tests for goodwill In accordance with NZ IAS 36, ‘Impairment of Assets’, the Group regularly monitors the carrying value of its goodwill and reviews it annually or more regularly if there are indications that goodwill may be impaired. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units) and goodwill is allocated to these cash generating units. The allocation is made to those 76 cash generating units or groups of cash generating units that are expected to benefit from the business combination in which the goodwill arose. The Directors believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash generating unit. Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 13 Non-current Assets - Intangible Assets (Continued) Group The Directors believe that the planned growth in the export market is reasonable and achievable. 2015 $ 000 2014 $ 000 ETEL 27,655 27,655 Taupo/Rotorua Network 14,000 14,000 The Directors believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause a material impairment of the cash generating unit. 41,655 41,655 Taupo/Rotorua Network ETEL Limited The recoverable amount of this cash generating unit was assessed by reference to a value in use calculation which uses cash flow projections based on financial plans covering a five year period, and a post tax discount rate of 8.5% per annum (2014: 9.5% per annum). The calculation assumed that the Group’s share of the local market will remain constant over the next five years and its share of the export market is assumed to grow over this period. The recoverable amount of the Taupo/Rotorua Network cash generating unit was assessed by reference to a value in use calculation which uses cash flow projections based on financial forecasts covering a ten year plan and using a post tax discount rate of 6.2% per annum (2014: 7.0% per annum). The calculation assumed that there would be no significant changes to this business unit and that the growth rates used were in line with long term average market growth rates. The Directors believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause a material impairment of the cash generating unit. 14 Non-current Assets - Other Financial Assets Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Corporate bonds - 202 - - Government bonds - 518 - - Equities 685 541 - - 685 1,261 - - Equities classified as other financial assets at fair value through the profit or loss with a carrying value of $684,603 (2014: $541,000) have share values of between $2.05 and $93.83 per share (2014: between $1.625 and 58.191 per share). Management do not intend to dispose of these within 12 months of balance date. (a) Impairment and risk exposure The maximum exposure to credit risk at the reporting date is the carrying amount of the investments. 77 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements 15 Current Liabilities - Trade and Other Payables Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 6,360 Trade payables 12,529 11,512 7,435 Subsidiary payables - - 133 85 Accrued expenses 693 1,386 139 122 Interest payable 2,370 2,423 2,370 2,423 Other payables 2,363 681 2,282 515 17,955 16,002 12,359 9,505 The average credit period on purchases is 30 days. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframes. (a) Foreign currency risk The carrying amounts of the Group’s and parent entity’s trade and other payables are denominated in the following currencies: Group 2015 $ 000 2014 $ 000 Parent 2015 $ 000 2014 $ 000 US Dollars 1,715 1,027 48 1 Australian Dollars 473 1,743 115 1,523 New Zealand Dollars 15,767 13,232 12,196 7,981 17,955 16,002 12,359 9,505 For an analysis of the sensitivity of trade and other payables to foreign currency risk refer to note 28(g). 16 Current Liabilities - Employee Provisions Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 1,470 Accrued pay 2,815 2,371 1,680 Long service leave 25 29 - - Sick leave 79 56 40 35 Annual leave 2,969 2,657 972 850 5,888 5,113 2,692 2,355 17 Current liabilities - Interest Bearing Liabilities Group Notes Term borrowings maturing within one year 78 19 Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 - 35,000 - 35,000 - 35,000 - 35,000 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 18 Non-current Liabilities - Employee Provisions Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Retirement gratuities 1,146 1,295 505 673 Long service leave 167 200 95 121 1,313 1,495 600 794 19 Non-current Liabilities - Interest Bearing Liabilities Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Maturing between 2 and 3 years 50,000 30,000 50,000 30,000 Maturing between 3 and 5 years 72,500 56,500 72,500 56,500 117,994 117,994 117,994 117,994 240,494 204,494 240,494 204,494 6,455 (1,065) 6,455 (1,065) 15,660 (1,365) 15,660 (1,365) 22,115 (2,430) 22,115 (2,430) 262,609 202,064 262,609 202,064 Term Borrowings - Bank Loans Term Borrowings - Senior Notes US Fixed Rate Maturing between 5 and 10 years Fair Value Movement - Senior Notes US Fixed Rate Maturing between 5 and 10 years Foreign Currency Movement - Senior Notes US Fixed Rate Maturing between 5 and 10 years Total non current interest bearing liabilities Term borrowings are a combination of bank loans and unsecured senior notes. The Group utilises multi tranche revolving debt bank facilities totalling $153 million (2014: $150 million). Interest rates for all bank loans are floating based on the bank bill rate plus a margin. In October 2011, USD 100 million of unsecured senior notes were issued in a private placement to US institutional investors, using a derivative contract to fix an exchange rate of USD 0.8475 for every NZD. Interest is paid semi annually. All borrowings are unsecured and are subject to a negative pledge and cross guarantee. The following Group companies are parties to a negative pledge and cross guarantee; Unison Networks Limited; Unison Energy Limited; Unison Contracting Services Limited; Unison Fibre Limited; and ETEL Limited. Borrowings are subject to various lending covenants such as limitation on long term indebtedness, leverage and other ratios. The Group complied with all covenants for the 2015 and 2014 financial years. All borrowings are measured at amortised cost adjusted for fair value movements in respect of the hedged risk on borrowings designated in fair value hedge relationships and are classified between current and non current dependent on contractual obligations. 79 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements Interest rate risk exposures The Group manages interest rate exposure in accordance with its treasury policy by hedging no less than 60% (31 March 2014: 60%) of all borrowings with interest rate hedge instruments. The weighted average rates on interest rate swaps and options are as follows: Group Parent 2015 % 2015 $ 000 2014 % 2014 $ 000 Maturing in less than 1 year 4.91 37,000 4.20 20,000 Maturing between 1 and 2 years 4.65 33,000 5.08 40,000 Maturing between 2 and 5 years 4.88 68,000 5.15 123,000 Maturing after 5 years 4.98 82,000 5.29 Interest Rate Swaps 220,000 37,000 220,000 USD Senior Notes Interest Rate Cross Currency Maturing between 5 and 10 years (USD) 3.88 100,000 3.88 100,000 100,000 100,000 20 Non-current Liabilities - Deferred Tax Liabilities Group 2015 $ 000 2014 $ 000 Parent 2015 $ 000 2014 $ 000 The balance comprises temporary differences attributable to: Property, plant and equipment 77,955 75,929 81,728 78,419 Derivative financial instruments (2,034) (1,318) (2,282) (1,355) Employee provisions (1,663) (1,514) (863) (780) Provision for impairment of receivables (54) (94) (53) (88) Other provisions (288) (146) (69) (82) 73,916 72,857 78,461 76,114 Opening balance 72,857 69,206 76,114 71,924 Property, plant and equipment 2,026 1,584 3,309 2,361 Derivative financial instruments (716) 2,007 (927) 1,943 Employee provisions (149) (150) (83) (88) Provision for impairment of receivables 40 (12) 35 (26) Other provisions (142) 222 13 - Closing balance 73,916 72,857 78,461 76,114 Movements: 80 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 21 Derivative Financial Instruments Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Interest rate swaps - hedged ((a)(ii)) 27 144 27 144 Forward foreign exchange contracts - hedged ((a)(i)) 885 345 - - Interest rate swaps - unhedged ((a)(ii)) - 198 - 198 Total current derivative financial instrument assets 912 687 27 342 Cross currency interest rate swaps - fair value hedged ((a) (iii)) 21,364 1,932 21,364 1,932 Foreign currency forward contracts - hedged ((a)(i)) 28 - 28 - Interest rate swaps - hedged ((a)(ii)) - 3 - 3 Total derivative financial instrument assets 21,392 1,935 21,392 1,935 Total derivative financial instrument assets 22,304 2,622 21,419 2,277 Forward foreign exchange contracts - cash flow hedged ((a)(i)) 102 - 102 - Foreign currency forward contracts - hedged ((a)(i)) - 266 - - Interest rate swaps - hedged ((a)(ii)) - - - - Interest rate collars - unhedged ((a)(ii)) 186 125 186 125 Total current derivative financial instrument liabilities 288 391 288 125 - 5,487 - 5,487 Current assets Non current assets Current liabilities Non current liabilities Cross currency interest rate swaps - cash flow hedged ((a) (iii)) Forward foreign current contracts - hedged ((a)(i)) - 8 - - Interest rate swaps - unhedged ((a)(ii)) 9,063 1,364 9,063 1,364 Interest rate swaps - hedged ((a)(ii)) 2,809 3,504 2,809 3,504 Total non current derivative financial instrument liabilities 11,872 10,363 11,872 10,355 Total derivative financial instrument liabilities 12,160 10,754 12,160 10,480 Net derivative financial instrument asset/(liability) 10,144 (8,132) 9,259 (8,203) Fair value of financial instruments IFRS 7 provides for a three level fair value hierarchy of valuation data inputs that requires financial instruments inputs to be categorised as follows: • Level 1 Inputs - Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 Inputs - Either direct (i.e. as prices) or indirect (i.e. derived from prices) observable inputs other than quoted prices included in Level 1; • Level 3 Inputs - Inputs for the asset or liability that are not based on observable market data (unobservable inputs). Where the fair value of a financial instrument is calculated as the present value of the estimated future cash flows of the instrument, two key types of variables are used by the valuation technique, these are: • forward price curve; and • discount rates. All of the Group and Parent derivatives are level 2 inputs. (a) Instruments used by the Group The full fair value of a hedging derivative is classified as a non current asset or liability if the remaining maturity of the hedged item is more than 12 months and, as a current asset or liability, if the maturity of the hedged item is less than 12 months. (i) Forward foreign exchange contracts The notional principal amounts of the outstanding forward foreign exchange contracts at 31 March 2015 were $912,960 (2014: $92,370). 81 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements (ii) Interest rate swaps The notional principal amounts of the outstanding interest rate swap contracts at 31 March 2015 were $220 million (2014: $220 million). At 31 March 2015, the fixed interest rates vary from 3.19% to 6.33% (2014: 3.59% to 6.59%), and the main floating rate is BKBM. Gains and losses recognised in the hedging reserve in equity on interest rate swap contracts as of 31 March 2015 will be continuously released to the income statement within finance cost until the repayment of the bank borrowings. (iii) Cross currency interest rate swap Cross currency interest rate swaps, which are used to manage the combined interest and foreign currency risk on borrowings issued in foreign currency, have been split into two components for the purpose of hedge designation: the hedge of the benchmark interest rate is designated as a fair value hedge; and the hedge of the issuance margin is designated as a cash flow hedge. (b) Credit risk exposures Credit risk arises from the potential failure of counterparties to meet their obligations under the respective contracts at maturity. This arises on derivative financial instruments with unrealised gains. The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the balance sheet. 22 Contributed Equity Parent Issue and paid up 2015 $ 000 2014 $ 000 66,661 66,661 23 Reserves and Retained Earnings Group 2015 $ 000 2014 $ 000 Parent 2015 $ 000 2014 $ 000 (a) Reserves Property, plant and equipment revaluation reserve 3,046 3,046 3,046 3,046 Hedging reserve - cash flow hedges (5,230) (3,432) (5,866) (3,483) (2,184) (386) (2,820) (437) Opening balance 3,046 3,046 3,046 3,046 Closing balance 3,046 3,046 3,046 3,046 Movements: Property, plant and equipment revaluation reserve Hedging reserve - cash flow hedges Opening balance (3,432) (8,495) (3,483) (8,481) Fair value gains recognised to cash flow hedge reserve 1,368 8,205 179 7,849 Fair value losses recognised to cash flow hedge reserve (3,845) (1,179) (3,488) (908) Deferred tax 679 (1,963) 926 (1,943) Net fair value gain/(loss) recognised to cash flow hedge reserve (1,798) 5,063 (2,383) 4,998 Closing balance (5,230) (3,432) (5,866) (3,483) (b) Nature and purpose of reserves (i) Property, plant and equipment revaluation reserve The property, plant and equipment revaluation reserve is used to record increments and decrements on the revaluation of non current assets. 82 (ii) Hedging reserve - cash flow hedges The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge. The amounts are recognised in the profit and loss component of the statement of comprehensive income when the associated hedged transactions affect profit or loss (note 2.21). Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 Movements in Retained Earnings were as follows: (C) Retained Earnings Opening Balance 260,363 245,405 253,704 Net profit for the year 27,520 24,173 22,005 242,515 20,404 Dividends (9,446) (9,215) (9,446) (9,215) Closing balance 278,437 260,363 266,263 253,704 24 Dividends During the financial period a fully imputed dividend of $9,446,400 ($13,120,000 inclusive of imputation credits), which equated to 14.76 cents per share, was paid in respect of the 2013/14 financial year (31 March 2014: $9,215,000 (14.4 cents per share) fully imputed dividend inclusive of imputation credits $12,798,611). 25 Commitments Operating Leases Lease payments under operating leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased property, plant or equipment are expensed to the statement of financial performance in equal instalments over the lease term. Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Within one year 2,837 2,728 653 755 Later than one year but not later than five years 1,902 2,002 67 102 Later than five years 2,269 1,613 9 83 Total 7,008 6,343 729 940 The value of contractual capital commitments is estimated at: 6,194 5,146 6,150 4,942 The value of contractual operating commitments is estimated at: 177 3,997 177 293 6,371 9,143 6,327 5,235 26 Contingencies As at 31 March 2015 the Group had no contingent liabilities or assets (2014: $nil). 27 Capital Management The Groups general policy is to maintain capital at a prudent level to assets. This is achieved through a mix of equity capital and subordinated debt. Restrictions on the level and mix of capital are set by the Statement of Corporate Intent approved by the Shareholder, and the debt facility agreements. The Group manages its equity as a by product of prudently managing revenues, expenses, assets and liabilities to ensure the Group effectively achieves its objectives and purpose, whilst remaining a going concern. The Group’s capital is its equity which comprises accumulated funds and other reserves. Equity is represented by net assets. 83 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements 28 Financial Risk Management The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. expenditure will fluctuate due to changes in foreign exchange rates. The Group operates internationally and is exposed to foreign currency risk arising from various currency exposures, primarily with respect to the US dollar and the Australian dollar. Foreign currency risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. Financial risk management is carried out by a central treasury department (group treasury) under policies approved by the board of directors. Group treasury identifies, evaluates and hedges financial risks in close co operation with the group’s operating units. The board provides written principles for overall financial risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non derivative financial instruments, and investment of excess liquidity. (a) Management has set up a policy to require group companies to manage their foreign currency risk against their functional currency. The group companies are required to hedge their foreign currency risk exposure. To manage their foreign currency risk arising from future commercial transactions and recognised assets and liabilities, entities in the group use forward contracts. Foreign currency risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency. Foreign currency risk Foreign currency risk is the risk that the value of the Group’s assets and liabilities or revenues and As at balance date the Group held the following forward exchange contracts: Average Exchange Rate Foreign Currency Contact Value 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Less than 1 year 0.8057 0.8090 3,125 4,525 3,879 5,593 Greater than 1 year - 0.8051 - 200 - 248 Less than 1 year 0.8881 0.8427 3,100 1,542 3,490 1,830 Greater than 1 year - - - - - - Less than 1 year 0.8424 0.9634 1,738 2,946 2,063 3,058 Greater than 1 year - - - - - - Buy USD/Sell NZD Sell AUD/Buy NZD Sell AUD/Buy USD (b) Credit risk Credit risk is the risk that a third party will default on its obligations to the Company and Group, causing it to incur a loss. Financial instruments which potentially subject the Group to credit risk principally consist of bank balances, accounts receivable and CCIRS’s. No collateral is held on these amounts (31 March 2014: nil). Concentration of Credit Exposure The Group has exposure to twelve electricity retailers that account for 58% (2014: 57%) of accounts receivable. To minimise this risk, the Company performs credit evaluations on all energy retailers 84 in conjunction with the contractual requirements contained within the use of system agreements operating with these parties. A loan, bond or bank undertaking may be required where deemed necessary. At balance date a bank guarantee of up to $5.4 million is currently held in respect of one gentailer, and bonds of $380k in respect of two electricity retailers. The impairment provision has been calculated based on expected losses from the group’s pool of debtors. Expected losses have been determined based on analysis of specific debtors. Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 Group An analysis of the credit quality of financial assets that are neither past due nor impaired is as follows: Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 74 56 9,493 9,623 7,685 7,685 74 54 9,492 9,620 7,685 7,685 11,523 21,146 10,785 18,470 4,662 14,282 3,440 11,125 9,456 750 10,206 3,623 3,623 2,189 2,189 137 137 550 273 157 407 1,387 720 48 76 119 299 1,262 - - 22,304 22,304 2,622 2,622 21,419 21,419 2,277 2,277 Trade receivables Counterparties with external credit rating (S&P or Moody’s) AA A BBB Counterparties without external credit rating Total unimpaired trade receivables Cash at bank and short term bank deposits AA A Available for sale and fair value through the profit and loss securities AAA AA A BBB Counterparties without external credit rating Derivative financial assets AA (c) Liquidity risk Liquidity risk represents the risk that the Group may not have the financial ability to meet its contractual obligations. The Group evaluates its liquidity requirements on an ongoing basis. Overall the Group generates sufficient cash flows from its operating activities to meet its obligations arising from its financial liabilities and has funding in place to cover potential shortfalls. Financing arrangements The Group and the parent entity had access to the following undrawn borrowing facilities at the reporting date: Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Expiring within one year (bank overdraft and bill facility) 3,000 1,973 1,000 1,973 Expiring beyond one year (bank loans) 30,500 28,500 30,500 28,500 33,500 30,473 31,500 30,473 Floating rate 85 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. The unsecured bill acceptance facility may be drawn at any time and is subject to annual review. Subject to the continuance of compliance with debt covenants, the bank loan facilities may be drawn at any time and have an average maturity of 3.67 years (2013 - 2.53 years). committed borrowing facilities (note 19) at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable external regulatory or legal requirements-for example, currency restrictions. Maturities of financial liabilities The table below analyses the Group’s contractual maturities of financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Cash flow forecasting is performed in the operating entities of the Group and aggregated by group finance. Group finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn Carrying Amount $ 000 Contractual Amount $ 000 Less than 1 year $ 000 Between 1 and 2 years $ 000 Between 2 and 3 years $ 000 Over 3 years $ 000 Borrowings (262,609) (274,086) (80,429) (35,299) (31,619) (126,739) Trade and other payables (17,955) (17,955) (17,955) - - - Interest rate swaps hedged (2,809) (44,871) (8,071) (8,071) (8,071) (20,658) Interest rate swaps unhedged (9,249) (7,743) (2,665) (2,665) (2,413) - Outflow (102) (102) (102) - - - Inflow - - - - - - Total (292,724) (344,757) (109,222) (46,035) (42,103) (147,397) Carrying Amount $ 000 Contractual Amount $ 000 Less than 1 year $ 000 Between 1 and 2 years $ 000 Between 2 and 3 years $ 000 Over 3 years $ 000 Borrowings (237,064) (276,372) (40,239) (5,239) (35,239) (195,655) Trade and other payables (16,002) (16,002) (16,002) - - - Interest rate swaps hedged (3,504) (30,441) (6,267) (6,267) (6,203) (11,704) Interest rate swaps unhedged (1,489) (15,670) (5,063) (3,411) (2,110) (5,086) Outflow (274) (274) (255) (199) - - Inflow - - - - - - - Outflow (3,554) (41,875) (4,460) (4,460) (4,460) (28,495) - Inflow - 41,875 4,460 4,460 4,460 28,495 Total (261,887) (338,759) (67,826) (15,116) (43,552) (212,445) Group - At 31 March 2015 Non-derivative financial liabilities Derivative financial liabilities Forward exchange contracts used for hedging Group - At 31 March 2014 Non-derivative financial liabilities Derivative financial liabilities Forward exchange contracts used for hedging: CCIRS used for hedging: 86 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 Carrying Amount $ 000 Contractual Amount $ 000 Less than 1 year $ 000 Between 1 and 2 years $ 000 Between 2 and 3 years $ 000 Over 3 years $ 000 Borrowings (262,609) (274,086) (80,429) (35,299) (31,619) (126,739) Trade and other payables (12,359) (12,359) (12,359) - - - Interest rate swaps hedged (2,809) (44,871) (8,071) (8,071) (8,071) (20,658) Interest rate swaps unhedged (9,249) (7,743) (2,665) (2,665) (2,413) - Outflow (102) (102) (102) - - - Inflow - - - - - - Total (287,128) (339,161) (103,626) (46,035) (42,103) (147,397) Carrying Amount $ 000 Contractual Amount $ 000 Less than 1 year $ 000 Between 1 and 2 years $ 000 Between 2 and 3 years $ 000 Over 3 years $ 000 Borrowings (237,064) (276,372) (40,239) (5,239) (35,239) (195,655) Trade and other payables (9,505) (9,505) (9,505) - - - Interest rate swaps hedged (3,504) (30,441) (6,267) (6,267) (6,203) (11,704) Interest rate swaps unhedged (1,489) (15,670) (5,063) (3,411) (2,110) (5,086) - Outflow (3,554) (41,875) (4,460) (4,460) (4,460) (28,495) - Inflow - 41,875 4,460 4,460 4,460 28,495 Total (255,116) (331,988) (61,074) (14,917) (43,552) (212,445) Parent - At 31 March 2015 Non-derivative financial liabilities Derivative financial liabilities Forward exchange contracts used for hedging Parent - At 31 March 2014 Non derivative financial liabilities Derivative financial liabilities CCIRS used for hedging: The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement. (d) Fair value estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The table on the following page analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: • Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3). The following table presents the Group’s financial assets and liabilities that are measured at fair value at 31 March 2015 and 31 March 2014. 87 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements Level 1 $ 000 Level 2 $ 000 Level 3 $ 000 Total balance $ 000 - - - - NZX listed equities 410 - - 410 ASX listed equities 275 - - 275 Group - At 31 March 2015 Assets Financial assets at fair value through profit or loss Foreign exchange contracts Equity securities Debt investments Corporate bonds 201 - - 201 Government bond 501 - - 501 Term deposits 750 - - 750 Derivatives used for hedging Interest rate contracts - 27 - 27 Foreign exchange contracts - 913 - 913 Foreign currency on US senior notes - 21,364 - 21,364 Total assets 2,137 22,304 - 24,441 Interest rate contracts - 9,249 - 9,249 Foreign exchange contracts - 102 - 102 2,809 Liabilities Financial liabilities at fair value through profit or loss Derivatives used for hedging Interest rate contracts - 2,809 - Foreign exchange contracts - - - - Total liabilities - 12,160 - 12,160 Level 1 $ 000 Level 2 $ 000 Level 3 $ 000 Total balance $ 000 Interest rate contracts - 198 - 198 Foreign exchange contracts - - - - NZX listed equities 344 - - 344 ASX listed equities 197 - - 197 Debt investments - - - - Corporate bonds 202 - - 202 Government bonds 518 - - 518 2,079 Group - At 31 March 2014 Assets Financial assets at fair value through profit or loss Equity securities Derivatives used for hedging Interest rate contracts - 2,079 - Foreign exchange contracts - 345 - 345 Fair value on US senior notes - 1,065 - 1,065 Foreign currency on US senior notes - 1,365 - 1,365 Total assets 1,261 5,052 - 6,313 Interest rate contracts - 1,489 - 1,489 Foreign exchange contracts - - - 8,991 Liabilities Derivatives used for hedging 88 Interest rate contracts - 8,991 - Foreign exchange contracts - 274 - 274 Total liabilities - 10,754 - 10,754 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 Parent - At 31 March 2015 Level 1 $ 000 Level 2 $ 000 Level 3 $ 000 Total balance $ 000 27 Assets Derivatives used for hedging Interest rate contracts - 27 - Foreign exchange contracts - 28 - 28 Foreign currency on US senior notes - 21,364 - 21,364 Total assets - 21,419 - 21,419 Interest rate contracts - 9,249 - 9,249 Foreign exchange contracts - 102 - 102 2,809 Liabilities Financial liabilities at fair value through profit or loss Derivatives used for hedging Interest rate contracts - 2,809 - Fair value on US senior notes - - - - Total liabilities - 12,160 - 12,160 Level 1 $ 000 Level 2 $ 000 Level 3 $ 000 Total balance $ 000 - 198 - 198 Parent - At 31 March 2014 Assets Financial assets at fair value through profit or loss Interest rate contracts Derivatives used for hedging Interest rate contracts - 2,079 - 2,079 Fair value on US senior notes - 1,065 - 1,065 Foreign currency on US senior notes - 1,365 - 1,365 Total assets - 4,707 - 4,707 - 1,489 - 1,489 Liabilities Financial liabilities at fair value through profit or loss Interest rate contracts Derivatives used for hedging Interest rate contracts - 8,991 - 8,991 Total liabilities - 10,480 - 10,480 There were no transfers between levels 1 and 2 during the year. (i) Financial instruments in level 1 The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise primarily NZX and ASX equity investments classified as trading securities or available for sale. 89 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements (ii) Financial instruments in level 2 The fair value of financial instruments that are not traded in an active market (for example, over the counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. • Quoted market prices or dealer quotes for similar instruments; • The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; • The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value; • Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments. Specific valuation techniques used to value financial instruments include: (e) Financial instruments by category Loans and receivables $’000 Assets at fair value through profit or loss $’000 Derivatives used for hedging $’000 Held to maturity $’000 Available for sale $’000 Total $’000 Derivative financial instruments - - 22,304 - - 22,304 Trade and other receivables 23,094 - - - - 23,094 Other financial assets - 2,137 - - - 2,137 Cash and cash equivalents 9,456 - - - - 9,456 32,550 2,137 22,304 - - 56,991 Derivative financial instruments - 198 2,424 - - 2,622 Trade and other receivables 19,823 - - - - 19,823 Other financial assets - 1,261 - - - 1,261 Cash and cash equivalents 3,623 - - - - 3,623 23,446 1,459 2,424 - - 27,329 Loans and receivables $’000 Assets at fair value through profit or loss $’000 Derivatives used for hedging $’000 Held to maturity $’000 Available for sale $’000 Total $’000 Derivative financial instruments - - 21,419 - - 21,419 Trade and other receivables 15,784 - - - - 15,784 Other financial assets - - - - - - Cash and cash equivalents 2,189 - - - - 2,189 17,973 - 21,419 - - 39,392 Derivative financial instruments - 198 2,079 - - 2,277 Trade and other receivables 12,199 - - - - 12,199 Other financial assets - - - - - - Cash and cash equivalents 137 - - - - 137 12,336 198 2,079 - - 14,613 Financial assets as per balance sheet Group At 31 March 2015 At 31 March 2014 Financial assets as per balance sheet Parent At 31 March 2015 At 31 March 2014 90 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 Financial liabilities as per balance sheet Liabilities at fair value through profit or loss $’000 Derivatives used for hedging $’000 Measured at amortised cost $’000 Total $’000 Group At 31 March 2015 Borrowings - 22,115 240,494 262,609 Derivative financial instruments 9,249 2,911 - 12,160 Trade and other payables - - 17,955 17,955 9,249 25,026 258,449 292,724 At 31 March 2014 Borrowings - (2,430) 239,494 237,064 Derivative financial instruments 1,489 9,265 - 10,754 Trade and other payables - - 16,002 16,002 1,489 6,835 255,496 263,820 Liabilities at fair value through profit or loss $’000 Derivatives used for hedging $’000 Measured at amortised cost $’000 Total $’000 Financial liabilities as per balance sheet Parent At 31 March 2015 Borrowings - 22,115 240,494 262,609 Derivative financial instruments 9,249 2,911 - 12,160 Trade and other payables - - 12,359 12,359 9,249 25,026 252,853 287,128 At 31 March 2014 (f) Borrowings - (2,430) 239,494 237,064 Derivative financial instruments 1,489 8,991 - 10,480 Trade and other payables - - 9,505 9,505 1,489 6,561 248,999 257,049 Cash flow interest rate risk Cash flow interest rate risk is the risk that the cash flows from a financial instrument will fluctuate because of changes in market interest rates. Derivatives and borrowings issued at variable interest rates expose the Group to cash flow interest rate risk. The Group manages its cash flow interest rate risk on borrowings by using floating to fixed interest rate swaps and options. Such interest rate swaps have the economic effect of converting borrowings at floating rates and swaps them into fixed rates that are generally lower than those available if the Group borrowed at fixed rates directly. Under the interest rate swaps, the Group agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts. 91 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements (g) Foreign currency sensitivity analysis The Group is mainly exposed to the currency of the United States (USD) and the currency of Australia (AUD). The following table details the Group’s sensitivity to a 1 cent increase and decrease in the relevant foreign currencies against the New Zealand dollar. Given the volatility of the foreign markets a 1 cent change in foreign currency exchange rates is considered a reasonably possible change. The sensitivity analysis only includes outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 1 cent change in foreign currency exchange rates. A positive number indicates an increase in profits and other equity. (h) 31 March 2015 NZ $’000 31 March 2014 NZ $’000 Profit or loss - strengthening in NZD 75 (94) Profit or loss - weakening in NZD (76) 98 Assets Liabilities Profit or loss - strengthening in NZD (32) 11 Profit or loss - weakening in NZD 33 (11) Sensitivity Analysis In managing interest rate risks the Group aims to reduce the impact of short term fluctuations on the Group’s earnings. Over the longer term, however, permanent changes in interest rates will have an impact on profit. If interest rates on borrowings at 31 March 2015 had fluctuated by plus or minus 0.5%, the effect would have been to decrease or increase the surplus after tax by $73,778 (31 March 2014: $70,178) as a result of a higher or lower interest expense on floating rate borrowings. 29 Related Party Transactions (a) Group Structure Unison Networks Limited owns, manages and operates an electricity distribution network serving the Hawke’s Bay, Taupo and Rotorua regions. On behalf of electricity retailers it distributes electrical energy that has been brought to points of supply by the National Grid operator or produced by embedded generators, to over 110,000 connected consumers. Unison Networks Limited provides management services to Unison Contracting Services Limited, Unison Fibre Limited, Unison Insurance Limited and ETEL Limited (including ETEL Pty Limited). Unison Contracting Services Limited along with other third party contractors provides contract services to maintain, develop and service Unison Networks Limited electrical distribution network and Unison Fibre Limited’s fibre optic network. Unison Fibre Limited operates a fibre optic network in the Hawke’s Bay, Taupo and Rotorua regions. Unison Fibre Limited provides fibre optic interconnection services to Unison Networks 92 Limited. ETEL Limited (including ETEL PTY Limited) manufactures electricity distribution transformers and other electrical components for the Australia, Pacific and New Zealand markets. ETEL Limited sells electricity distribution transformers to Unison Networks Limited. Unison Insurance Limited’s principal activity is to act as a captive insurance company, and insures certain transmission and distribution assets of Unison Networks Limited, and material damage and business interruption cover for the Group. Unison Insurance Limited obtained reinsurance for the material damage and business interruption cover. Unison Networks Limited is 100% owned by the Hawke’s Bay Power Consumers’ Trust. Related parties include: Subsidiaries Hawke’s Bay Power Consumers’ Trust Centralines Limited The Group’s key management personnel Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 (b) Key management and personnel compensation Key management personnel compensation for the periods and financial year are set out below. The key management personnel are all the Directors of the Group and the executives with the greatest authority for the strategic direction and management of the Group. Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 3,086 Short term benefits 4,511 4,113 3,376 Post employment benefits 22 20 - - Other long term benefits 3 82 - 75 Termination benefits 136 - - - Share based payments - - - - 4,672 4,215 3,376 3,161 (c)Subsidiaries Interests in subsidiaries are set out in note 30. (d) Parent Transactions with related parties The following transactions occurred with related parties: 2015 $ 000 2014 $ 000 Value of contracting services provided to Parent (33,251) (29,648) Interest paid to Parent - - Advances payable to/(receivable from) Parent (5,916) (3,600) Corporate overhead and rent charge paid to Parent 1,381 1,330 Value of electrical products sold to Parent (2,005) (1,517) Interest paid to Parent 1,116 1,345 Advances payable to/(receivable from) Parent 14,817 17,217 Unison Contracting Services Limited ETEL Limited Corporate overhead charge paid to Parent 19 15 Amounts receivable from Parent (132) (85) Amounts payable to Parent 184 115 Loan repayments to Parent (2,400) 4,400 Additional borrowing from Parent - (2,000) Insurance premium charge to Parent (1,667) (1,811) Amounts payable to Parent - - Interest receivable from Parent (345) (67) Unison Insurance Limited (UIL) Corporate overhead charge paid to Parent 62 62 Amounts receivable from Parent (6,694) (6,705) Issue of equity shares - 6,700 Value of substation service charges to Parent (637) (554) Interest paid to Parent 596 525 Corporate overhead and rent charge paid to Parent 352 222 Advances payable to/(receivable from) Parent 6,284 8,465 Amounts payable to Parent 51 48 Issue of equity shares 3,000 - Unison Fibre Limited (UFL) 93 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements (e) Other Related Parties The Hawke’s Bay Power Consumers’ Trust holds the shares of the Group on behalf of the consumers in their capacity as owners. The Group operates a management contract for Centralines Limited, an electricity lines company based in Waipukurau. This contract provides for executive, financial, technical and managerial services for Centralines Limited. For commercial reasons the value of this contract is not disclosed. (f) Transactions with Directors, Key Management and their immediate family During the year the following entities, in which Directors had an interest, provided or received services to or from the Group under normal commercial terms. All related party transactions were conducted at arms length. Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Information Management Services Limited K Atkinson (Shareholder) (4) (4) (4) (4) Hawke's Bay Helicopter Rescue Trust P Hocquard (Director) (58) (50) (58) (50) Hawkes Bay District Health Board K Atkinson (Director) 72 60 72 60 Telarc Sai Limited P Connell (Director) (5) (4) (5) (4) Mission Estate Winery Limited P Hocquard (Director) (31) (3) (31) (3) Hawkes Bay Airport Limited J Palairet (Director) - 15 - 15 Hawkes Bay Airport Limited J Palairet (Director) - (2) - (2) Enable Networks Limited T Lusk (Director) (1) (2) (1) (2) Delta Utility Services Limited D Frow (Director) 1,770 1,552 - - There were no other related party transactions. There were no accounts receivable/(payable) at year end. 30 Investment in Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries 94 Country of Incorporation Class of Share 2015 % 2014 % Unison Contracting Services Limited New Zealand Ordinary 100 100 ETEL Limited New Zealand Ordinary 100 100 Unison Fibre Limited New Zealand Ordinary 100 100 Unison Insurance Limited New Zealand Ordinary 100 100 Unison Energy Limited New Zealand Ordinary 100 100 ETEL Transformers PTY Limited Australia Ordinary 100 100 Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 For the Year Ended 31 March 2015 The number of ordinary fully paid shares on issue for Unison Networks Limited is 64,000,000 (31 March 2014: 64,000,000). The number of ordinary fully paid shares on issue for ETEL Transformers PTY Limited is 100 (31 March 2014: 100). The number of ordinary fully paid shares on issue for Unison Contracting Services Limited is 3,720,000 (31 March 2014: 3,720,000). The number of ordinary fully paid shares on issue for Unison Insurance Limited is 8,700,000 (31 March 2014: 8,700,000). The number of ordinary fully paid shares on issue for Unison Energy Limited is 100 (31 March 2014: 100). The number of ordinary fully paid shares on issue for Unison Fibre Limited is 18,000,100 (31 March 2014: 15,000,100). The number of ordinary fully paid shares on issue for ETEL Limited is 22,350,000 (31 March 2014: 22,350,000). 31 Significant Events Occurring After Balance Date There were no events occurring subsequent to balance date which require adjustment to or disclosure in the financial statements. 32 Reconciliation of Profit After Income Tax to Net Cash Inflow from Operating Activities Group Parent 2015 $ 000 2014 $ 000 2015 $ 000 2014 $ 000 Profit for the year 27,520 24,173 22,005 20,404 Depreciation 26,153 24,785 22,290 21,425 Amortisation 1,681 1,212 1,418 1,012 Net (Gain)/loss on sale of property, plant and equipment 3,512 2,586 3,403 2,538 Fair value movement in financial instruments recognised via the statement of financial performance 3,793 (3,576) 3,793 (3,518) (Increase)/decrease in receivables, prepayments and inventory (3,940) 384 (3,725) 1,250 Increase/(decrease) in payables (excluding capital items), accruals and employee provisions 2,269 775 3,353 608 Increase/(decrease) in income taxes payable 1,359 102 (318) 535 Deferred tax 1,766 2,087 3,274 2,247 Net cash inflow from operating activities 64,113 52,528 55,493 46,501 95 ANNUAL REPORT 2015 Financial Statements > Notes to Financial Statements Independent Auditor’s Report TO THE READERS OF UNISON NETWORKS LIMITED AND GROUP’S FINANCIAL STATEMENTS AND STATEMENT OF PERFORMANCE FOR THE YEAR ENDED 31 MARCH 2015 The Auditor-General is the auditor of Unison Networks Limited (“the company”) and its New Zealand domiciled subsidiaries (collectively referred to as “the group”). The Auditor-General has appointed me, Julian Tan, using the staff and resources of Audit New Zealand, to carry out the audit of the financial statements and the statement of performance of the company and group on her behalf. OPINION ON THE FINANCIAL STATEMENTS AND THE STATEMENT OF PERFORMANCE We have audited: • the financial statements of the company and group on pages 49 to 95, that comprise the statement of financial position as at 31 March 2015, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date and the notes to the financial statements that include accounting policies and other explanatory information; and • the statement of performance of the company and group on page 48. In our opinion: • the financial statements of the company and group: • present fairly, in all material respects: - their financial position as at 31 March 2015; and - their financial performance and cash flows for the year then ended; and • have been prepared in accordance with the New Zealand Equivalents to International Financial Reporting Standards. • the statement of performance of the company and group: • presents fairly, in all material respects, the company and group’s achievements measured against the performance targets adopted for the year ended 31March 2015; and • has been prepared in accordance with generally accepted accounting practice. Our audit was completed on 19 June 2015. This is the date at which our opinion is expressed. 96 The basis of our opinion is explained below. In addition, we outline the responsibilities of the Board of Directors and our responsibilities, and explain our independence. BASIS OF OPINION We carried out our audit in accordance with the Auditor-General’s Auditing Standards, which incorporate the International Standards on Auditing (New Zealand). Those standards require that we comply with ethical requirements and plan and carry out our audit to obtain reasonable assurance about whether the financial statements and the statement of performance are free from material misstatement. Material misstatements are differences or omissions of amounts and disclosures that, in our judgement, are likely to influence readers’ overall understanding of the financial statements and the statement of performance. If we had found material misstatements that were not corrected, we would have referred to them in our opinion. An audit involves carrying out procedures to obtain audit evidence about the amounts and disclosures in the financial statements and in the statement of performance. The procedures selected depend on our judgement, including our assessment of risks of material misstatement of the financial statements and the statement of performance whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the preparation of the company and group’s financial statements and statement of performance in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company and group’s internal control. An audit also involves evaluating: • the appropriateness of accounting policies used and whether they have been consistently applied; • the reasonableness of the significant accounting estimates and judgements made by the Board of Directors; • the adequacy of the disclosures in the financial statements and in the statement of performance; and • the overall presentation of the financial statements and the statement of performance. Notes to Financial Statements < Financial Statements ANNUAL REPORT 2015 We did not examine every transaction, nor do we guarantee complete accuracy of the financial statements and the statement of performance. Also we did not evaluate the security and controls over the electronic publication of the financial statements and the statement of performance. We believe we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion. RESPONSIBILITIES OF THE BOARD OF DIRECTORS The Board of Directors is responsible for the preparation and fair presentation of financial statements and a statement of performance for the company and group, in accordance with New Zealand Equivalents to International Financial Reporting Standards and generally accepted accounting practice. The Board of Directors is also responsible for such internal control as it determines is necessary to enable the preparation of financial statements and a statement of performance that are free from material misstatement, whether due to fraud or error. The Board of Directors is also responsible for the publication of the financial statements and the statement of performance, whether in printed or electronic form. The Board of Directors’ responsibilities arise from the Energy Companies Act 1992. • an agreed upon procedures review for the company in connection with the Price 2014/2015 and Quantity 2013/14 disclosure schedule for the assessment period ending 31 March 2016; • an assurance engagement in connection with the information request prepared by the company in accordance with the Commerce Commission’s requirements issued by notice in writing to the company under section 53ZD of the Commerce Act 1986 on 13 August 2014; • a limited assurance engagement for the company on the amendments to data to be used in the reset of the Commerce Commission’s financial model for the Electricity Distribution Services Default PriceQuality Path Determination 2015; • an assurance engagement for the company in respect of the Compliance Statement in connection with the default price-quality path prepared under the Electricity Distribution Services Default Price Quality Path Determination 2012 NZCC 35 for the year ended 31 March 2015; and • a limited assurance engagement in connection with the issuing of a report for the year ended 31 March 2015 for a subsidiary of the company as required by the Reserve Bank of New Zealand’s solvency standard for captive insurers transacting non-life insurance business. RESPONSIBILITIES OF THE AUDITOR Other than the audit and these engagements, we have no relationship with or interests in the company or any of its New Zealand domiciled subsidiaries. We are responsible for expressing an independent opinion on the financial statements and the statement of performance and reporting that opinion to you based on our audit. Our responsibility arises from section 15 of the Public Audit Act 2001 and section 45(1) of the Energy Companies Act 1992. Julian Tan AUDIT NEW ZEALAND INDEPENDENCE When carrying out the audit, we followed the independence requirements of the Auditor-General, which incorporate the independence requirements of the External Reporting Board. On behalf of the Auditor-General Palmerston North, New Zealand In addition to the audit we have carried out the following engagements which are compatible with those independence requirements: • an assurance engagement with respect to the company’s compliance in connection with to the issuing of certificates pursuant to the Electricity Distribution (Information Disclosure) Requirements 2012 for the regulatory period ended 31 March 2014; 97 ANNUAL REPORT 2015 Directory Directory Registered Office 1101 Omahu Road PO Box 555 Hastings 4156, New Zealand Telephone: +64 6 873 9300 Facsimile: +64 6 873 9311 Faults: +64 6 873 9333 Freephone: 0800 286 476 www.unison.co.nz Board of Directors Kevin Atkinson Andrew Bayly Paul Callow Paul Connell Brenden Hall Philip Hocquard Tim Lusk Group Chief Executive Ken Sutherland Landscape view of part of Unison’s rural Hawke’s Bay network. 98 Chairman Unison Networks Limited Executive management Greg Morgan Jaun Park Chief Financial Officer General Manager Networks and Operations Michael McGarvey Nathan Strong Chief Information Officer General Manager Business Assurance Len Gould General Manager Commercial Unison Contracting Services Limited Charles Kaka Chief Executive Unison Fibre Limited Michael McGarvey General Manager ETEL Limited Peter Leece Auditors Audit New Zealand, on behalf of the Auditor-General Chief Executive