AI assistant
ACUMENTIS GROUP LIMITED — Annual Report 2012
Sep 20, 2012
64295_rns_2012-09-20_423375fd-ff0f-4f0d-8ae9-2f958859ff4f.pdf
Annual Report
Open in viewerOpens in your device viewer
Annual Report LandMark White Limited and its Controlled Entities For the year ended 30 June 2012
ABN 50 102 320 329
==> picture [208 x 45] intentionally omitted <==
- 1 -
==> picture [108 x 146] intentionally omitted <==
Brad Piltz Chief Executive Officer
==> picture [116 x 28] intentionally omitted <==
==> picture [116 x 29] intentionally omitted <==
==> picture [116 x 28] intentionally omitted <==
==> picture [116 x 29] intentionally omitted <==
==> picture [116 x 28] intentionally omitted <==
Stuart Gregory Chairman
ANNUAL REVIEW 2012
LandMark White Limited (LMW Group) Summary of Results for the year ending 30 June 2012.
We are pleased to present our Annual Report for the year ended 30 June 2012
Financial Results for 2011 - 12
LandMark White Limited (ASX:LMW) announces its financial results for the full year to 30 June 2012. Profit Before Tax from continuing operations was $837k. Profit After Tax was $496k ($531k from continuing operations) This represented 1.8 cents per share (1.9 cents from continuing operations). This reflected a small increase of 7.4% on last year’s Net Profit After Tax, which reflected an Earning Per Share of 1.7 cents.
Revenue
Revenue from continuing operations of $20,702k was $1,517k lower than the previous year of $22,219k. Revenues from Residential property valuations continued to increase whilst Commercial property valuation revenues declined due to more difficult market conditions.
Outlook
LandMark White believes its 2012-13 results will show improvement on 2011-12. Nevertheless the property market continues to be challenging and there is considerable upward pressure on professional indemnity insurance premiums in the valuation industry.
Dividends
The Board has declared a final fully franked dividend of 2 cents per share payable on 9 October 2012 as per the ASX announcement.
Cash at Bank
Cash at bank for the consolidated entity LandMark White Limited as at 31 August 2012 was $1.8m.
Debt Free
Despite the continued difficult trading conditions LandMark White Limited remains debt free.
- 2 -
ANNUAL REVIEW 2012 (continued)
The following is a summary of the financial results for the year ended 30 June 2012 (previous corresponding period 30 June 2011).
| period 30 June 2011). | ||||
|---|---|---|---|---|
| Year ended 30 June 2012 $000s |
Year ended 30 June 2011 $000s |
Increase/ (Decrease) $000s |
% Change | |
| RevenuefromContinuing Operations | 20,702 | 22,219 | (1,517) | Down 6.8% |
| Profit before tax from continuing operations |
837 | 903 | (66) | Down 7.3% |
| Income tax expense | 306 | 287 | 19 | Up 6.6% |
| Net Profit after tax from continuing operations |
531 | 616 | (85) | Down 13.8% |
| Net (loss) from discontinued operations | (35) | (154) | 119 | |
| NetProfit attributable tomembers | 496 | 462 | 34 | Up7.4% |
We would like to thank our management team and staff for their continued hard work and commitment to LMW Group
==> picture [133 x 60] intentionally omitted <==
==> picture [135 x 42] intentionally omitted <==
Stuart Gregory Chairman
Brad Piltz
Chief Executive Officer
- 3 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2012
INDEX
| Directors’ report (including corporate governance statement and remuneration report) | 4 |
|---|---|
| Auditor’s independence declaration | 21 |
| Statement of comprehensive income | 22 |
| Statement of financial position | 23 |
| Statement of changes in equity | 24 |
| Statement of cash flows | 25 |
| Notes to the consolidated financial statements | 26 |
| Directors’ declaration | 64 |
| Independent auditor’s report | 65 |
| ASX additional information | 67 |
- 4 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
The Directors present their report together with the financial report of the Consolidated Entity, being LandMark White Limited (“the Company”) and its controlled entities, for the year ended 30 June 2012 and the auditor’s report thereon.
DIRECTORS
The Directors of the Company in office at any time during or since the end of the financial year are:
Mr Stuart C Gregory – appointed 9 October 2003
Chairman – appointed Chairman 12 July 2011
Independent Non-Executive Director, member audit committee and remuneration committee
Stuart is a non-executive director of the board and until 30 June 2005 was Chief Executive Officer of McCullough Robertson, a Brisbane based law firm. Stuart held that position for 12 years. He has extensive experience in dealing with the broad range of issues unique to professional service organisations. Stuart is a Certified Practicing Accountant and member of the Australian Institute of Company Directors who, during his career, has gained experience in financial services, investment banking, manufacturing and agribusiness. He is a director of Australian Food & Fibre Limited, Brisbane Housing Company Limited and Sugar Terminals Limited.
Mr Glen J White – appointed 26 September 2002
Chairman till 12 July 2011,
Non-Executive Director, member audit committee and remuneration committee
The co-founder of LandMark White’s practice, Glen was a registered valuer with over 40 years extensive experience in the real estate industry throughout Queensland and New South Wales. Working in both the public and private sectors, Glen commenced his valuation career in 1968 and gained experience with the Queensland Lands Department, National Mutual Life Association and with a private valuation firm before working in the Queensland practice that has become LandMark White since the 1980s. Previously a fellow of the Australian Property Institute now retired, Glen has appeared in courts as an expert witness, lectured in valuation and is highly experienced in rental determinations. Glen was appointed Chairman on 1 November 2005 and retired as chairman on 12 July 2012.
Mr Bradley J Piltz – appointed 26 September 2002
Executive Director (Chief Executive Officer)
Brad has been involved in financial and property markets since 1975 and was co-founder of LandMark White. In addition to extensive experience with the Commonwealth Bank, Brad has acted for major corporations and government instrumentalities providing advice from portfolio analysis to property acquisition, disposal and tenancy requirements. Brad specialises in cash flow and management sensitive properties such as hotels, international and domestic tourism, hospitality and retail centres. Brad has acted in court as an expert witness; is highly experienced in rental determinations; prepared educational valuation materials; lectured in valuation; and appeared on Sydney radio and television providing property market commentary. He is a fellow of the Australian Property Institute, a senior associate of the Financial Services Institute of Australia and a member of the Australian Institute of Company Directors.
Mr David P Hobart – appointed 1 May 2005, resigned 12 July 2011
Independent Non-Executive Director, member audit committee
David was a non-executive director of the board and is currently a non-executive director of Air Change International Limited. David is a valuer, has a master’s degree in Commerce, and is a fellow of the Financial Services Institute of Australia, an associate of the Australian Property Institute and a member of the Australian Institute of Company Directors. His particular area of expertise was funds management. He resigned when the company sold its property funds management business.
- 5 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
DIRECTORS (continued)
Mr Andrew Meakin – appointed 23 February 2009, resigned 12 July 2011
Independent Non-Executive Director
Andrew brought extensive experience in financial services and in investment management. He resigned when the company sold its property funds management business
COMPANY SECRETARY
Frank Hardiman – appointed 16 March 2011
Frank is also Chief Financial Officer of the LandMark White group a position he was appointed to on 28 February 2011. Prior to joining LandMark White he was Chief Financial Officer and Company Secretary of publicly listed Konekt Limited for 2 years and prior to that Chief Financial Officer for 16 years of the publicly listed PPK Group Limited (formerly Plaspak Group Limited) and is a Fellow of CPA Australia.
DIRECTORS MEETINGS
The number of directors’ meetings and number of meetings attended by each of the directors of the Company during the financial year are:
| Director | Board | Meetings | Audit | Committee | Remuneration Committee | Remuneration Committee |
|---|---|---|---|---|---|---|
| Meetings | Meetings | |||||
| Held | Attended | Held | Attended | Held | Attended |
|
| Mr G White | 7 | 7 | 2 | 2 | 1 | 1 |
| Mr B Piltz | 7 | 7 | - | - | - | - |
| Mr S Gregory | 7 | 7 | 2 | 2 | 1 | 1 |
| Mr D Hobart | - | - | - | - | - | - |
| Mr A Meakin | - | - | - | - | - | - |
COMPANY PARTICULARS
LandMark White Limited is incorporated in Australia. The address of the registered office is: Level 15, 55 Clarence Street, Sydney, NSW 2000.
CORPORATE GOVERNANCE STATEMENT
In developing LandMark White’s corporate governance policies, the board has been guided by the ‘Corporate Governance Principles and Recommendations’ published by the ASX Corporate Governance Council. This statement outlines the main corporate governance practices in place throughout the financial year, and the extent to which LandMark White follows the Best Practice Recommendation. Where the Company has not followed a recommendation, the recommendation is identified and the reasons are given for not following it.
- 6 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
CORPORATE GOVERNANCE STATEMENT (continued)
Role of the Board
The board’s primary role is the protection and enhancement of long-term shareholder value. The board is comprised of one independent and two non-independent directors.
To fulfil this role, the board is responsible for the overall corporate governance of the Consolidated Entity including formulating its strategic direction, approving and monitoring capital expenditure, setting remuneration, appointing, removing and creating succession policies for directors and senior executives, establishing and monitoring the achievement of management’s goals and ensuring the integrity of internal controls, management information and risk management systems. It is also responsible for approving and monitoring financial and other reporting. Details of the board’s charter are located on the Company’s website.
CORPORATE GOVERNANCE STATEMENT
The board has delegated responsibility for operation and administration of the Company to the Chief Executive Officer (CEO) and senior executives. Responsibilities are delineated by formal authority delegations. The performance of senior executives is reviewed annually by the CEO. The performance of the CEO is reviewed annually by the Chairman.
Board processes
To assist in the execution of its responsibilities, the board has established an Audit and Risk Management Committee and a Remuneration Committee. The committees have a written mandate and operating procedures, which are reviewed on a regular basis.
The board has elected not to establish a Nominations Committee (Best Practice Recommendation 2.4 as set by the ASX Corporate Governance Council) on the basis that it is only a relatively small board and the board is able to efficiently carry out the functions that would otherwise be delegated to the Nominations Committee. The conditions of the appointments of non-executive directors are set in a letter of appointment including expectations of attendance at board meetings, appointments to other boards, procedures for dealing with conflicts of interest and availability of independent professional advice.
The full board currently holds at least six scheduled meetings each year including a strategy meeting. Extraordinary meetings are held at such other times as may be necessary to address any specific significant matters that may arise.
The agenda for meetings is prepared in conjunction with the Chairman, Chief Executive Officer and Company Secretary. Standing items include the Chief Executive Officer’s report, financial reports, strategic matters, governance and compliance. Submissions are circulated in advance.
Director and executive education
The Consolidated Entity has a process to inform new directors about the nature of the business, current issues, the corporate strategy and the expectations of the Consolidated Entity concerning performance of directors. Directors also have the opportunity to visit Consolidated Entity facilities and meet with management to gain a better understanding of business operations.
The Group also has a process to educate new senior executives upon taking such positions. The induction process includes reviewing the Group’s structure, strategy, operations, financial position and risk management policies. It also familiarises the individual with the respective rights, duties, responsibilities and roles of the individual and the Board.
Independent professional advice and access to company information
Each director has the right of access to all relevant company information and to the Company’s executives and, subject to prior consultation with the Chairman, may seek independent professional advice from a suitably qualified advisor at the Consolidated Entity’s expense. The director must consult with an advisor
- 7 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
CORPORATE GOVERNANCE STATEMENT (continued)
suitably qualified in the relevant field, and obtain the Chairman’s approval of the fee payable for the advice before proceeding with the consultation. A copy of the advice received by the director is made available to all other members of the board.
Composition of the Board
The names of directors of the Company in office at any time during or since the end of the financial year are set out in the Directors’ report on pages 4 and 5.
The composition of the board is determined using the following principles:
-
a minimum of three directors, with a broad range of expertise, a majority of directors having extensive knowledge of the Company’s industry, and those who do not, have extensive expertise in significant aspects of auditing and financial reporting or operational and financial management of a professional services organisation
-
a majority of independent directors
The current composition of the board no longer meets the second of these two principles. At the present time the decision to refocus on the core valuation business has made this requirement not cost effective given the size of the organization.
The Chairman of the Company is Mr Stuart Gregory who is non-executive and independent. ASX Best Practice Recommendation 2.2 is that the Chairperson of the board should be independent. During the year Mr Glen White was chairman and non-independent. The board believed that its composition was appropriate. Mr White is a co-founder of the group and brings over 36 years extensive experience in the valuation profession. In addition, appropriate conflict of interest policies are in place to ensure material personal interests are disclosed. At the date of this report the board is not comprised of a majority of independent directors. However given the size of the Board, the Company believes the appointment of a non-executive chairman is sufficient to ensure adequate corporate governance.
An independent director is a director who is not a member of management, known as a non-executive director, and who:
-
holds less than 5% of the voting shares of the Company and is not an officer of, or otherwise associated, directly or indirectly, with a shareholder of more than 5% of the voting shares of the Company
-
has not within the last three years been employed in an executive capacity by the Company or another group member, or been a director after ceasing to hold any such employment
-
within the last three years has not been a principal or employee of a material professional advisor or a material consultant to the Company or another group member
-
is not a material supplier or client of the Company or another group member, or an officer of or otherwise associated, directly or indirectly, with a material supplier or client
-
has no material* contractual relationship with the Company or another group member other than as a director of the Company
-
is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially* interfere with the director’s ability to act in the best interests of the Company.
-
∗ the board considers, ‘material’, in this context, to be where any director-related business relationship has represented or is likely in future to represent the lesser of at least 10% of the relevant segment’s or the director-related business’s revenue. The board considered the nature of the relevant industries’ competition, and the size and nature of each director related business relationship, in arriving at this threshold.
- 8 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
CORPORATE GOVERNANCE STATEMENT (continued) Audit Committee
The Audit Committee has a documented charter, approved by the board. All members should be independent non-executive directors. The Chairman of the Audit Committee should not be the Chairman of the board. The committee advises on the establishment and maintenance of a framework of internal control and appropriate ethical standards for the management of the Consolidated Entity. Given the reduction in size of the Board it is no longer possible to meet either of these criteria.
The members of the Audit Committee during the year were:
-
Mr Stuart Gregory, B. Comm (Hons) CPA (Chairman) – Independent Non-Executive
-
Mr Glenn White – Non-Independent appointed 4 August 2011
-
Mr David Hobart – Independent Non-Executive resigned 12 July 2011
The Audit Committee only comprised two members, which is not in line with the Best Practice Recommendation 4.3 set by the ASX Corporate Governance Council. Due to the size of the Company and the number of non-executive directors it is currently not possible to comply with Recommendation 4.3. The external auditors, the Chief Executive Officer and Chief Financial Officer are invited to Audit Committee meetings at the discretion of the committee. The committee met 2 times during the year and attendance is recorded on page 5 of this report. The Chief Executive Officer and the Chief Financial Officer declared in writing to the board that the Company’s financial reports for the year ended 30 June 2012 present a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant accounting standards. This statement is required annually and is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board.
The Audit Committee’s charter is available on the Company’s website. Information on procedures for the selection and appointment of the external auditor and for the rotation of external audit engagement partners is on the Company’s website.
The responsibilities of the Audit Committee include reporting to the board on:
-
reviewing the annual and half year financial reports and other financial information distributed externally. This includes approving new accounting policies to ensure compliance with Australian Accounting Standards and generally accepted accounting principles, and assessing whether the financial information is adequate for shareholder needs
-
assessing management processes supporting external reporting
-
assessing corporate risk assessment processes
-
assessing whether non-audit services provided by the external auditor are consistent with maintaining the external auditor’s independence. The external auditor provides an annual declaration of independence as set out in APES 110 Code of Ethics for professional Accountants
-
reviewing the nomination and performance of the external auditor
-
establishing procedures for selecting, appointing, and if necessary, removing the external auditor
-
assessing the adequacy of internal control framework and the Company’s code of ethical standards
-
monitoring the procedures to ensure compliance with the Corporations Act 2001 and the ASX Listing Rules and all other regulatory requirements
-
addressing any matters outstanding with auditors, Australian Taxation Office, Australian Securities and Investments Commission, ASX and financial institutions.
- 9 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
CORPORATE GOVERNANCE STATEMENT (continued)
The Audit Committee reviews the performance of the external auditors on an annual basis and normally meets with them during the year to;
-
discuss the external audit plans, identifying any significant changes in structure, operations, and internal controls or accounting policies likely to impact the financial statements and to review the fees proposed for the audit work to be performed;
-
review the half-year and preliminary final report prior to lodgement with the ASX, and any significant adjustments required as a result of the auditor’s findings, and to recommend board approval of these documents, prior to announcement of results;
-
finalise half-year and annual reporting to:
-
review the results and findings of the auditor, the adequacy of accounting and financial controls, and to monitor the implementation of any recommendations made;
-
review the draft financial report and recommend board approval of the financial report;
-
as required, to organise, review and report on any special reviews or investigations deemed necessary by the board.
Risk Management
Oversight of the risk management system
Management has established and implemented a fully comprehensive formal Risk Management System for assessing, monitoring and managing operational, financial reporting and compliance risks for the Consolidated Entity. The Chief Executive Officer and the Chief Financial Officer declare annually, in writing to the board, that the financial reporting risk management and associated compliance and controls have been assessed and found to be operating efficiently and effectively in all material respects.
Risk management and compliance and control
The board is responsible for the overall internal control framework, but recognises that no cost effective internal control system will preclude all errors and irregularities.
Comprehensive practices have been established to ensure:
-
capital expenditure and revenue commitments above a certain size obtain prior board approval
-
occupational health and safety standards and management systems are monitored and reviewed to achieve high standards of performance and compliance with regulations
-
business transactions are properly authorised and executed
-
financial reporting accuracy and compliance with the financial reporting regulatory framework (see below)
-
environmental regulation compliance (see below)
Financial reporting
Monthly actual results are reported against budgets approved by the directors and revised forecasts for the year are prepared regularly.
Environmental regulation
The Consolidated Entity’s operations are not subject to any significant environmental regulations under either Commonwealth or State legislation.
- 10 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
CORPORATE GOVERNANCE STATEMENT (continued)
Ethical Standards
All directors, managers and employees are expected to observe the highest standards of corporate and individual integrity and objectivity, striving at all times to enhance the reputation and performance of the Consolidated Entity. Every employee has a nominated supervisor to whom they may refer any issues arising from their employment. The board reviews the Directors’ Code of Ethics and the Code of Conduct for Transactions in securities regularly and processes are in place to promote and communicate these policies. A formal code of conduct for employees has been given to all Directors and Employees.
Conflict of interest
Directors must keep the board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company.
Where the board believes that a significant conflict exists for a director on a board matter, the director concerned does not receive the relevant board papers and is not present at the meeting whilst the item is considered. Details of director related entity transactions with the Company and Consolidated Entity are set out in Note 28 to the financial statements.
Trading in general company securities by directors and employees
The company has a share trading policy which has been disclosed to the ASX and which has been published on the company website. The key elements of the Code of Conduct for Transactions in Company Securities by Directors and Employees are:
-
identification of those restricted from trading – directors and all staff may acquire shares in the Company, but are prohibited from dealing in Company shares;
-
during the five week period preceding the announcement of half-year and annual results to the Australian Stock Exchange (“ASX”);
-
whilst in possession of price sensitive information not yet released to the market;
-
requiring details to be provided of intended trading in the Company’s shares and approval to be given;
-
details may be required to be provided of the subsequent confirmation of the trade;
-
identification of processes for unusual circumstances where discretion may be exercised in cases such as financial hardship.
Diversity policy
The company has a diversity policy which has been published on the company website. Whilst the company would prefer its workforce to reflect the diversity of our population, as a microcap professional service organisation, it is limited to recruiting from the available talent pool. In our specialist area of property valuation and advisory services, this pool of qualified candidates does not currently reflect significant gender or other diversity. Until it does, setting a measurable diversity objective would not be meaningful or effective for the company.
Communication with shareholders
The board provides shareholders with information using a comprehensive Continuous Disclosure Policy which includes identifying matters on a timely basis that may have a material effect on the price of the Company’s securities, ensuring the matters are factual and expressed in a clear and factual way, notifying the ASX, posting them on the Company’s website, and issuing media releases. The Chief Executive Officer and Company Secretary are accountable for ensuring adherence to the Continuous Disclosure Policy.
Consistent with the Continuous Disclosure Policy, LandMark White is committed to communicating with shareholders in an effective and timely manner, so as to provide them with ready access to information relating to LandMark White. LandMark White maintains an extensive website (www.lmw.com.au).
- 11 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
CORPORATE GOVERNANCE STATEMENT (continued)
Shareholders are encouraged to attend and participate in general meetings of the Company. Shareholders are provided with details of any proposed meetings well in advance of the relevant dates. The external auditor will attend any Annual General Meeting and be available to answer questions from shareholders about the conduct of the audit and the preparation and content of the auditor’s report.
REMUNERATION REPORT- AUDITED
Remuneration Committee
The role of the Remuneration Committee is to ensure that the remuneration policies and outcomes achieve an appropriate balance between the interests of LandMark White shareholders and rewarding and motivating executives and employees in order to achieve their long term commitment to the Consolidated Entity. The committee meets as required.
The members of the Remuneration Committee during the year were:
-
Mr Glen White (Chairman) – Non-independent and non-executive
-
Mr David Hobart – Independent and non-executive - resigned 12 July 2011
-
Mr Stuart Gregory – Independent and non-executive
Remuneration policies
Remuneration levels are competitively set to attract and retain appropriately qualified and experienced directors and senior executives. Remuneration packages of executives and the Chief Executive Officer include a mix of fixed remuneration and performance-based remuneration. The executive remuneration structures set out below are designed to attract suitably qualified candidates, and to effect the broader outcome of increasing the Consolidated Entity’s net profit attributable to members of the parent entity.
The remuneration of the Consolidated Entity’s senior executives includes a mix of fixed and performance based incentives. The fixed component consists of base remuneration, allowances and superannuation. The performance based component is a cash bonus based on a share of a fixed percentage of the level of profit of the executives’ operational division. The performance-based component of the remuneration of the Chief Executive Officer is based on a fixed percentage of the increase in the level of profit after tax of the consolidated group. The board considers that the performance-linked incentive is appropriate as it directly aligns the individuals reward with the consolidated entity’s performance.
Non-executive directors do not receive any retirement benefits other than statutory superannuation payments.
The board considers that the above performance-linked remuneration structure is generating the desired outcome even in the very difficult trading conditions that have been experienced during the past twelve months due to the global economic crisis.
In considering the Consolidated Entity’s performance the board has regard to the following indices in respect of the current financial year and previous years.
| 2012 | 2011 | 2010 | 2009 | 2008 | |
|---|---|---|---|---|---|
| $000s | $000s | $000s | $000s | $000s | |
| Services revenue | 20,702 | 22,219 | 22,377 | 23,563 | 30,099 |
| Net profit/(loss) to equity holders of | |||||
| the company | 482 | 462 | 955 | (635) | 2,108 |
| Dividends declared | |||||
| (per share) | $0.03 | $0.03 | $0.035 | $0.02 | $0.058 |
| Share price at the end of the period | $0.29 | $0.30 | $0.35 | $0.26 | $0.62 |
| Change in share price | ($0.01) | ($0.05) | $0.09 | ($0.36) | ($0.03) |
- 12 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
REMUNERATION REPORT- AUDITED (continued)
Remuneration and other terms of employment for the executive directors and senior management are formalised in service contracts. Senior management contracts are for an unlimited period but are capable of termination on 3 months notice, or by making payment equal to 3 months pay in lieu of notice. Mr Bradley Piltz, Chief Executive Officer, has a contract for an unlimited period which may be terminated with 24 months notice, or by making payment equal to 24 months pay in lieu of notice. The terms of remuneration are designed to align senior management compensation with the interests of shareholders by including performance related bonuses. These payments are linked to the achievement of individual and company objectives which are relevant to meeting LandMark White’s overall goals.
Non-executive directors are paid an annual fee for their service on the board and committees which is determined by the Remuneration Committee. Total remuneration for all non-executive directors is not to exceed $400,000 per annum. The non-executive directors’ total fees for the year were $108,008. These fees include statutory superannuation. Non-executive directors do not receive bonuses nor are they currently entitled to be issued with further options on securities in the Consolidated Entity.
The consolidated entity has a policy that prohibits those that are granted share-based payments as part of their remuneration from being compensated for changes in value of the underlying securities.
- 13 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
REMUNERATION REPORT- AUDITED (Continued) Directors’ and senior executive officers’ remuneration
Details of the nature and amount of each major element of the remuneration of each Director of the Company and the Consolidated Entity’s senior executives and each of the key management personnel are:
| Post- | Share based | Long term | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Short term | employment | payments | benefits | |||||||
| Movement | ||||||||||
| Movement | in long | Proportion of | Value of | |||||||
| Salary | in annual | service | remuneration | options as | ||||||
| and | Bonus | leave | Superannuation | Options | leave | performance | proportion of | |||
| fees | (B) | provision | benefits | (A) | provision | Total | related | remuneration | ||
| Directors | Year | $ | $ | $ | $ | $ | $ | $ | (%) | (%) |
| Non-executive | ||||||||||
| Mr G White –Resigned as | 2012 | 28,250 | - | - | 40,750 | - | - | 69,000 | - | - |
| Chairman 12 July 2011 | ||||||||||
| Mr S Gregory –Appointed | 2012 | 35,788 | - | - | 3,220 | - | - | 39,008 | - | - |
| Chairman 12 July 2011 | ||||||||||
| Mr D Hobart –Resigned | 2012 | - | - | - | - | - | - | - | - | - |
| 12 July 2011 | ||||||||||
| Mr A Meakin–Resigned | 2012 | - | - | - | - | - | - | - | - | - |
| 12 July 2011 | ||||||||||
| Executive | ||||||||||
| Mr B Piltz – CEO | 2012 | 222,273 | - | - | 47,728 | - | 9,494 | 279,495 | - | - |
| The Company | ||||||||||
| Mr G Coonan -Chief | 2012 | 166,028 | 43,707 | 3,449 | 17,904 | - | 3,621 | 234,709 | 20.8% | - |
| Operating Officer | ||||||||||
| Mr Frank Hardiman - | 2012 | 102,813 | - | 7,335 | 47,185 | - | - | 157,333 | - | - |
| Chief Financial Officer |
- 14 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
REMUNERATION REPORT- AUDITED (continued) Directors’ and senior executive officers’ remuneration (continued)
| Share | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Post- | based | Long term | ||||||||
| Short term | employment | payments | benefits | |||||||
| Movement | ||||||||||
| Movement | in long | Proportion of | Value of | |||||||
| Salary | in annual | service | remuneration | options as | ||||||
| and | Bonus | leave | Superannuation | Options | leave | performance | proportion of | |||
| fees | (B) | provision | benefits | (A) | provision | Total | related | remuneration | ||
| Directors | Year | $ | $ | $ | $ | $ | $ | $ | (%) | (%) |
| Non-executive | ||||||||||
| Mr G White –Resigned as | 2011 | 24,116 | - | - | 44,884 | - | - | 69,000 | - | - |
| Chairman 12 July 2011 | ||||||||||
| Mr S Gregory –Appointed | 2011 | 37,155 | - | - | 3,345 | - | - | 40,500 | - | - |
| Chairman 12 July 2011 | ||||||||||
| Mr D Hobart | 2011 | 51,401 | - | - | 3,039 | - | - | 54,440 | - | - |
| Mr A Meakin | 2011 | 41,000 | - | - | - | - | 41,000 | - | - | |
| Executive | ||||||||||
| Mr B Piltz – CEO | 2011 | 249,113 | 25,688 | - | 22,932 | - | 12,487 | 310,220 | 9.0% | - |
| The Company | ||||||||||
| Mr G Coonan -Chief | 2011 | 166,028 | - | 8,962 | 13,971 | - | 5,574 | 194,535 | - | - |
| Operating Officer | ||||||||||
| Mr I Bangs -Chief | 2011 | 98,818 | - | (6,484) | 8,894 | - | (239) | 100,989 | - | - |
| Financial Officer resigned 18 | ||||||||||
| February 2011 | ||||||||||
| Mr Frank Hardiman - | 2011 | 23,817 | - | 3,460 | 29,269 | - | - | 56,546 | - | - |
| Chief Financial Officer | ||||||||||
| appointed 28 February 2011 |
- 15 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
REMUNERATION REPORT- AUDITED (continued) Directors’ and senior executive officers’ remuneration (continued) Notes in relation to the table of directors’ and executives officers’ remuneration
(a) Analysis of options included in remuneration
There were no options issued during the year and there were no options outstanding at 30 June 2012.
(b) Analysis of bonuses included in remuneration
Details of the vesting profile of short-term incentive cash bonuses awarded as remuneration to each director of the Company, the Consolidated Entity’s senior executive who received short term incentive bonuses is detailed below:
| Short | term incentive | bonus | ||
|---|---|---|---|---|
| Grant date | Included in | |||
| remuneration | % vested | % forfeited in | ||
| $ | in year | year | ||
| Directors | ||||
| Mr Brad Piltz | - | - | - | - |
| Executives | ||||
| Consolidated | ||||
| Mr Glen Coonan | 22 September 2011 | 43,707 | 100% | - |
Amounts included in remuneration for the financial year represents the amount that vested in the financial year based on achievement of personal goals and satisfaction of specified performance criteria. No amounts vest in future financial years in respect of the short-term incentive bonus schemes for the 2012 financial year.
- 16 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
REMUNERATION REPORT- AUDITED (continued)
(c) Analysis of other remuneration
Analysis of share based payments granted as remuneration
During the year, no options have been granted as remuneration to directors of the Company, and no options were issued to the Company’s or Consolidated Entity’s senior executives.
Analysis of movements in options
During the year, no options over ordinary shares in LandMark White Limited have been granted to a Company director or the Company’s or Consolidated Entity’s senior executives and no options have been exercised, by the executives. Options which lapsed had no value. There are no options on issue at the date of this report.
Option Plan - Share Based Payments
The directors at their discretion allocate share options that entitle key management personnel and senior employees to purchase shares in the entity. The terms of the options including vesting conditions and performance criteria vary depending upon the incentive arrangements appropriate for key management personnel and senior staff.
Contracted Commitment
The maximum exposure to salary commitments under an employment contract for the CEO, Brad Piltz not provided for in the financial statements and payable on termination or resignation is as follows:
| Within one year One year or later and no later than five years Later than five years |
$ 270,000 270,000 - |
|---|---|
| 540,000 |
On resignation only 3 months salary i.e. $67,500 is payable.
For other named senior executives, the Consolidated Entity’s liability for early termination of employment contracts, beyond normal termination notices are considered remote.
PRINCIPAL ACTIVITIES
The principal activity of the Consolidated Entity during the course of the financial year was property valuation. The funds management business was sold on 4 August 2011. There were no other significant changes in the nature of the activities of the Consolidated Entity during the year.
OPERATING RESULTS AND FINANCIAL REVIEW
The consolidated profit for the 12 months ended 30 June 2012 from ordinary activities after income tax attributable to equity holders of the company amounted to $496,000 which was an increase of $34,000 from the profit recorded in the previous year. A detailed review of operations is contained in the review from the Chairman and CEO included in this Annual Report.
- 17 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
DIVIDENDS
Dividends paid and payable by the Company since the end of the previous financial year were:
| Cents per | Total Amount | |||
|---|---|---|---|---|
| Type | share | $ | Franked/ Unfranked | Date of payment |
| Declared | and paid during the year: | |||
| 2.0 | 551,776 | Franked at tax rate of 30% | 7 October 2011 | |
| 1.0 | 275,888 | Franked at tax rate of 30% | 4 April 2012 | |
| Declared | after end of year: | |||
| 2.0 | 551,776 | Franked at tax rate of 30% | 9 October 2012 |
The financial effect of the dividend declared after year end has not been brought to account in the financial statements for the year ended 30 June 2012.
EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD
There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Consolidated Entity, to affect significantly the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity, in future financial years.
STATE OF AFFAIRS
Other than the sale of the funds management business on 4 August 2011 and matters described in this report, there were no significant changes in the state of affairs of the Consolidated Entity that occurred during the year under review.
LIKELY DEVELOPMENTS
Refer to the Chairman’s and CEO’s review included in this Annual Report.
ENVIRONMENTAL REGULATION
The operations of the Consolidated Entity are not subject to any particular and significant environmental regulation under a law of the commonwealth or of a state or territory.
- 18 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2012
PROCEEDINGS ON BEHALF OF THE CONSOLIDATED ENTITY
During the financial year and in the interval between the end of the financial year and the date of this report the Consolidated Entity has made no application of leave under Section 237 of the Corporations Act 2001.
No person has applied for leave of court to bring proceedings on behalf of the Consolidated Entity or Intervene in any proceeding to which the Consolidated Entity is a party for the purpose of taking responsibility on behalf of the Consolidated Entity for all or any part of these proceedings. The Consolidated Entity was not a party to any such proceedings during the year.
DIRECTORS’ INTERESTS
The relevant interest of each director in the shares issued by the Company as notified by the Directors to the Australian Securities Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows:
| Ordinary Shares | Options over Ordinary | |
|---|---|---|
| Shares | ||
| Mr G White | 9,771,718 | - |
| Mr B Piltz | 7,087,687 | - |
| Mr S Gregory | 129,000 | - |
SHARE OPTIONS
Employee Options
No options over unissued ordinary shares in LandMark White Limited have been granted during or since the end of the financial year, to the directors or to any director or employee of the Company or Consolidated Entity.
Unissued shares under option
At the date of this report there are no unissued shares of the Company under option.
Shares issued on exercise of options
There were no options (2011: Nil options) exercised during the year. No ordinary shares have been issued as a result of the exercise of options.
- 19 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
INDEMNIFICATION AND INSURANCE OF OFFICERS
Indemnification
The Consolidated Entity has agreed to indemnify all current Directors of LandMark White Limited to the maximum extent permitted by law against any liability incurred by them by virtue of their holding office as an officer of the Consolidated Entity other than:
-
a liability owed to the Consolidated Entity or a related body corporate of the Company;
-
a liability for a pecuniary penalty order under section 1317G of the Law or a compensation order under section 1317H of the Law; or
-
a liability owed to a person other than the Consolidated Entity that did not arise out of conduct in good faith.
Insurance Premiums
Since the end of the previous financial period, the Consolidated Entity has paid premiums in respect of Directors and Officers liability insurance, for all past, present, or future director, secretary, officer or employee of the Consolidated Entity. Conditions of the Insurance policy restrict disclosure of the premium amount.
The insurance premiums relate to:
-
costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome
-
other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.
Further details of insurance policies have not been disclosed as the policies prohibit such disclosure.
Rounding of Amounts
The group has applied the relief available under ASIC Class Order 98/100 and accordingly, amounts in the financial statements and directors’ report have been rounded to the nearest thousand dollars, or in certain cases, to the nearest dollar.
AUDITORS INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT
2001
The auditor’s independence declaration is set out on page 21 and forms part of the Directors’ Report for the financial year ended 30 June 2012.
NON-AUDIT SERVICES
During the year William Buck, the Company’s auditor, has performed certain other services in addition to their statutory duties.
The board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the audit committee, is satisfied that the provision of those nonaudit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
all non audit services were subject to the corporate governance procedures adopted by the Consolidated Entity and have been reviewed by the audit committee to ensure that they do not impact the integrity and objectivity of the auditors; and
-
the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Consolidated Entity, acting as an advocate for the Consolidated Entity or jointly sharing risks and rewards.
- 20 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
Details of the amounts paid to the auditors of the Consolidated Entity, KPMG and William Buck, and its related practices for audit and non-audit services provided during the year are set out below:
| Statutory audit Audit and financial review - KPMG Australia Audit and financial review - William Buck Total statutory audit Service other than statutory audit Other services William Buck |
2012 $ 2011 $ - 18,000 84,106 111,876 |
|---|---|
| 84,106 129,876 12,895 5,000 |
This report is made in accordance with a resolution of the directors.
==> picture [117 x 37] intentionally omitted <==
___ Brad Piltz Managing Director Dated at Sydney this 21[st] day of September 2012
- 21 -
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF LANDMARK WHITE LIMITED AND CONTROLLED ENTITIES
I declare that, to the best of my knowledge and belief during the year ended 30 June 2012 there have been:
-
no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
-
no contraventions of any applicable code of professional conduct in relation to the audit.
==> picture [123 x 26] intentionally omitted <==
William Buck Chartered Accountants
ABN 16 021 300 521
==> picture [74 x 37] intentionally omitted <==
L.E. Tutt Partner Sydney, 21 September 2012
- 22 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012
| Note Revenue from rendering of services Expenses from operating activities: Employee expenses Reports presentation expenses Marketing expenses Administration expenses Occupancy expenses Depreciation and amortisation expenses Other expenses from operating activities Results from operating activities Finance income 7(a) Finance expense 7(a) Profit before tax Income tax expense 8 Profit from continuing operations (Loss) from discontinued operations 29 Other comprehensive income Other comprehensive income for the year, net of tax Total comprehensive income Profit attributable to: Owners of the parent Non-controlling interest Total comprehensive income attributable to: Owners of the parent Non-controlling interest Basic earnings per share from continuing operations 9 Basic earnings per share from total operations 9 Diluted earnings per share from continuing operations 9 Diluted earnings per share from total operations 9 |
Consolidated 2012 $000’s 2011 $000’s 20,702 22,219 14,338 15,539 1,186 1,207 374 370 1,970 1,686 1,310 1,338 199 303 557 952 |
|---|---|
| 768 824 81 110 12 31 |
|
| 837 903 306 287 |
|
| 531 616 (35) (154) - - 496 462 |
|
| 496 462 - - |
|
| 496 462 |
|
| 496 462 - - |
|
| 496 462 |
|
| $0.019 $0.022 $0.018 $0.017 |
|
| $0.019 $0.022 $0.018 $0.017 |
The Statement of Comprehensive Income is to be read in conjunction with the notes to and forming part of the financial statements.
- 23 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012
| Assets Note Cash and cash equivalents 10 Term deposits Trade and other receivables 11 Inventories 12 Other current assets Assets classified as held for sale 29 Total current assets Deferred tax assets 14 Term deposits Property, plant and equipment 15 Intangible assets 16 Total non-current assets Total assets Liabilities Trade and other payables 17 Current tax liabilities 13 Employee benefits 18 Provisions 19 Liabilities directly associated with assets held for sale 29 Total current liabilities Deferred tax liabilities 14 Employee benefits 18 Provisions 19 Total non current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity |
Consolidated 2012 $000’s 2011 $000’s 1,914 2,547 126 - 2,685 2,747 118 249 207 305 - 51 |
|---|---|
| 5,050 5,899 |
|
| 724 729 280 401 415 606 4,949 4,918 |
|
| 6,368 6,654 |
|
| 11,418 12,553 |
|
| 2,018 2,868 133 86 1,436 1,437 180 - - 30 |
|
| 3,767 4,421 |
|
| 35 75 278 364 569 592 |
|
| 882 1,031 |
|
| 4,649 5,452 |
|
| 6,769 7,101 |
|
| 6,008 6,008 - 40 761 1,053 |
|
| 6,769 7,101 |
The Statement of Financial Position is to be read in conjunction with the notes to and forming part of the financial statements.
- 24 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2012
| Share | ||||||
|---|---|---|---|---|---|---|
| Share | Option | Retained | Non-controlling | Total | ||
| Capital | Reserve | Earnings | Total | Interest | Equity | |
| $000’s | $000’s | $000’s | $000’s | $000’s | $000’s | |
| Consolidated | ||||||
| Balance at 1 July 2010 | 6,008 | 40 | 1,427 | 7,475 | - | 7,475 |
| Total comprehensive income | - | - | 462 | 462 | - | 462 |
| Dividends to shareholders | - | - | (836) | (836) | (836) | |
| Balance at 30 June 2011 | 6,008 | 40 | 1,053 | 7,101 | - | 7,101 |
| Balance at 1 July 2011 | 6,008 | 40 | 1,053 | 7,101 | - | 7,101 |
| Total comprehensive income | - | - | 496 | 496 | - | 496 |
| Transfers | - | (40) | 40 | - | - | - |
| Dividends to shareholders | - | - | (828) | (828) | - | (828) |
| Balance at 30 June 2012 | 6,008 | - | 761 | 6,769 | - | 6,769 |
The Statement of Changes in Equity is to be read in conjunction with the notes to and forming part of the financial statements.
- 25 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2012
| Cash flows from operating activities Note Cash receipts in the course of operations Cash payments in the course of operations Interest received Interest paid Income tax paid Net cash provided by/(used in) operating activities 27 Cash flows from investing activities Payments for property, plant and equipment Payments for intangible assets Net cash provided by/(used in) investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Dividends paid Net cash provided by/(used in) financing activities Net increase in cash and cash equivalents held Cash and cash equivalents at beginning of the year Cash and cash equivalents at the end of the year 10 |
Consolidated 2012 $000’s 2011 $000’s 22,981 24,439 (22,479) (23,069) 81 110 (12) (31) (279) (463) |
|---|---|
| 292 986 |
|
| (40) (109) (31) - |
|
| (71) (109) |
|
| - 801 (77) (724) (828) (836) |
|
| (905) (759) |
|
| (684) 118 2,598 2,480 |
|
| 1,914 2,598 |
The Statement of Cash Flows is to be read in conjunction with the notes to and forming part of the financial statements.
- 26 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
LandMark White Limited (the ‘Company’) is a company incorporated and domiciled in Australia. The consolidated financial statements of the Company for the financial year ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the ‘Consolidated Entity’). The principal business activities of the Consolidated Entity during the year were commercial and residential property valuations.
The financial statements were authorised for issue by the directors on 21 September 2012.
- (a) Statement of compliance
The financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (including Australian Accounting Interpretations) adopted by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001. The financial statements of the Consolidated Entity comply with International Financial Reporting Standards (‘IFRS’) and Interpretations issued by the International Accounting Standards Board (‘IASB’).
- (b) Basis of measurement
The consolidated financial statements have been prepared on an accrual basis and are based on historical cost, modified, where applicable by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
- (c) Functional and presentation currency
These consolidated financial statements are presented in Australian dollars which is the Company’s functional currency and the functional currency of all entities within the Consolidated Entity.
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by entities within the Consolidated Entity.
(d) Use of estimates and judgements
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. 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 and in any future periods affected. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year are discussed below.
Revenue recognition
During the year the company recognised revenue from the rendering of services using the percentage of completion method in accordance with the accounting policy as disclosed in Note 1(q). In determining the amount of revenue to be recognised the Directors of the Consolidated Entity are required to exercise judgement in determining the percentage of completion of relevant contracts.
Impairment of goodwill
The Consolidated Entity assesses whether goodwill is impaired at least annually in accordance with the accounting policy in note 1(g). These calculations involve an estimation of the recoverable amount of the cash-generating units to which the goodwill are allocated.
- 27 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d) Use of estimates and judgements (continued)
Provisions
The Consolidated Entity assesses whether a provision should be raised at the end of the reporting period to settle future potential obligations. The calculation for determining the amount of the provision is based on the potential loss from the future obligation and the likelihood of the consolidated entity incurring that obligation.
-
(e) Basis of consolidation
-
(i) Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Non controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income, statement of financial position and statement of changes in equity.
- (ii) Transactions eliminated on consolidation
Intra-group balances and any unrealised income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.
-
(f) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are stated at cost less accumulated depreciation (see below) and impairment losses (see accounting policy note 1(k)).
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “other income” in profit and loss.
(ii) Depreciation
Depreciation is charged to the statement of comprehensive income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives, unless it is reasonably certain that the Consolidated Entity will obtain ownership by the end of the lease term.
The estimated useful lives in the current and comparative periods are as follows:
| � | office equipment | 2-5 years |
|---|---|---|
| � | furniture and fittings | 4-5 years |
| � | leasehold and improvements | life of the lease or 10 years |
The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.
- 28 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(g) Intangible assets
(i) Goodwill
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Consolidated Entity.
Goodwill on the acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. 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) IT Development & Software
Costs incurred in developing products or systems and costs incurred in acquiring software and licences that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include external direct costs of materials and service and direct payroll and payroll related costs of employees’ time spent on the project. Amortisation is calculated on a straight line basis over periods generally ranging from 3 to 5 years. IT development costs include only those costs directly attributable to the development phase and are only recognised following completion of technical feasibility and where the entity has an intention and ability to use the asset.
- (iii) Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.
(h) Trade and other receivables
Trade receivables, which generally have 30-90 day terms, are recognised initially at fair value and subsequently measured at amortised cost after making an assessment of the recoverability of receivables over 120 days (see accounting policy note 1(k)).
Collectability of trade receivables is reviewed on an ongoing basis. Individual debts that are known to be uncollectible are written off when identified. An impairment provision is recognised when there is objective evidence that the Consolidated Entity will not be able to collect the receivable. Financial difficulties of the debtor, default payments or debts more than 120 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate.
(i) Work in progress
Client engagements in progress at the end of the reporting period are recorded in the Statement of Financial Position as an asset and revenue in the Statement of Comprehensive Income, based on the stage of completion of the engagement. Payments in advance are recognised as unearned income until the services are provided.
- 29 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(j) Cash and cash equivalents
Cash and cash equivalents comprise cash balances, short term bills and call deposits with original maturities of three months or less. The Consolidated Entity does not have Bank overdrafts or loans facilities in place.
(k) Impairment
Non-financial assets
The carrying amounts of the Consolidated Entity’s non-financial assets, other than inventories and deferred tax assets are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists then the assets recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amount is estimated at the end of each reporting period.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro-rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(l) Share capital
Ordinary shares are classified as equity.
Dividends on ordinary shares are recognised as a liability in the period in which they are declared.
Incremental costs directly attributable to the issue of ordinary shares and share options are accounted for as a deduction from equity, net of any related tax effects.
- 30 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(m) Employee benefits
(i) Wages, salaries, annual leave and non-monetary benefits
Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the end of the reporting period represent present obligations resulting from employees’ services provided at the end of the reporting period. These liabilities are calculated at undiscounted amounts based on remuneration wage and salary rates that the Consolidated Entity expects to pay including related on-costs, such as workers compensation insurance and payroll tax. Non-accumulating non-monetary benefits are expensed based at the net marginal cost to the Consolidated Entity as the benefits are taken by the employees.
- (ii) Other long-term employee benefits
The Consolidated Entity’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on costs; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the end of the reporting period on government bonds that have maturity dates approximating the terms of the Consolidated Entity’s obligations.
- (iii) Share based payment transactions
The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using a Black-Scholes option-pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold for vesting.
- (iv) Defined contribution plans
A defined contribution plan is a post-employment benefit under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised as employee expenses in profit or loss when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
- (n) Provisions
A provision is recognised in the statement of financial position when the Consolidated Entity has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
(o) Leased assets
Leases in terms of which the Consolidated Entity assumes substantially all the risks and rewards of ownership are classified as finance leases.
Upon initial recognition finance leases are measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges are included in short and long term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
- 31 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(o) Leased assets (continued)
Leases in terms of which the Consolidated Entity does not assume substantially all the risks and rewards of ownership are classified as operating leases and the leased assets are not recognised in the Consolidated Entity’s statement of financial position. Payments made under operating leases are charged to the profit and loss on a straight line basis over the period of the lease.
(p) Trade and other payables
Trade and other payables are stated at their amortised cost. Trade payables are non-interest bearing and are normally settled on 30-day terms.
- (q) Revenue and other income
Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST) payable to the taxation authority. Exchanges of goods or services of the same nature and value without any cash consideration are not recognised as revenues.
Interest Income
Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument. Interest income is recognised as it accrues in profit or loss, using the effective interest method.
Dividend Revenue
All dividends received shall be recognised as revenue when the right to receive the dividend has been established.
Rendering of services
Revenue from the rendering of services is recognised in the period in which the services are provided:
-
where it is probable that the compensation will flow to the entity;
-
the amount to be received can be reliably measured;
-
and the state of completion of the contract can be reliably measured.
(r) Net financing income
Finance income comprises interest income on funds invested and dividend income.
Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions and impairment losses recognised on financial assets. All borrowing costs are recognised in profit or loss using the effective interest method.
(s) Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.
- 32 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(s) Income tax (continued)
Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit and loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend.
The Company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 July 2003 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is LandMark White Limited.
(i) Tax consolidation
Current tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the group allocation approach by reference to the carrying amounts of assets and liabilities in the separate financial statements of each entity and the tax values applying under tax consolidation.
Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity in the tax-consolidated group and are recognised as amounts payable (receivable) to (from) other entities in the tax-consolidated group in conjunction with any tax funding arrangement amounts (refer below). Any difference between these amounts is recognised by the Company as an equity contribution or distribution.
The Company recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which the asset can be utilised.
Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability is recognised by the head entity only.
- 33 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(s) Income tax (continued)
(ii) Nature of tax funding arrangements and tax sharing arrangements
The head entity, in conjunction with other members of the tax-consolidated group, has entered into a tax funding arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts. The tax funding arrangements require payments to/from the head entity equal to the current tax liability (asset) assumed by the head entity and any tax-loss deferred tax asset assumed by the head entity, resulting in the head entity recognising an inter-entity receivable (payable) equal in amount to the tax liability (asset) assumed. The inter-entity receivable (payable) are at call.
Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity’s obligation to make payments for tax liabilities to the relevant tax authorities.
The head entity in conjunction with other members of the tax-consolidated group has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote.
(t) Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.
(u) Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described in notes 1(h), 1(j), and 1(p).
Accounting for finance income and expense is discussed in note 1(r).
- 34 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(v) Earning per share
The Consolidated Entity presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees. Ordinary shares outstanding are anti-dilutive.
(w) Comparative Figures
When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
(x) Adoption of New and Revised Accounting Standards
During the current year the Consolidated Entity adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory.
The adoption of these standards has had no impact on the recognition, measurement and disclosure of certain transactions.
(y) New Accounting Standards for Application in Future Periods
The AASB has issued new and amended accounting standards and interpretations that have mandatory application dates for future reporting periods and which the Company has decided not to early adopt. A discussion of those future requirements and their impact on the Company is as follows:
AASB 9: Financial Instruments, AASB 2009-11: Amendments to Australian Accounting Standards arising from AASB 9 [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 136, 139, 1023 & 1038 and Interpretations 10 & 12] and AASB 2010-7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023 & 1038 and Interpretations 2, 5, 10, 12, 19 & 127] (applicable for annual reporting periods commencing on or after 1 January 2013)
These standards are applicable retrospectively and amend the classification and measurement of financial assets. The changes also incorporate the classification and measurement requirements for financial liabilities, and the recognition and derecognition requirements for financial instruments. The Company has not yet determined any potential impact on the financial statements.
The changes made to accounting requirements include:
-
simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value
-
simplifying the requirements for embedded derivatives
-
removing the tainting rules associated with held-to-maturity assets
-
removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost
-
allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument.
- 35 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(y) New Accounting Standards for Application in Future Periods (continued)
- financial assets will need to be reclassified where there is a change in an entity’s business model as they are initially classified based on (a) the objective of the entity’s business model for managing the financial assets; and (b) the characteristics of the contractual cash flows
AASB 10 Consolidation (applicable for annual reporting periods commencing on or after 1 January 2013)
This standard supersedes AASB 127 and establishes the principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities.
The Standard:
-
requires a parent entity (an entity that controls one or more other entities) to present consolidated financial statements;
-
defines the principle of control, and establishes control as the basis for consolidation;
-
sets out how to apply the principle of control to identify whether an investor controls an investee and therefore must consolidate the investee; and
-
sets out the accounting requirements for the preparation of consolidated financial statements.
The Company has not yet assessed the impact of this Standard
AASB 127 Separate Financial Statements (applicable for annual reporting periods commencing on or after 1 January 2013).
AASB 127 was amended as a result of the issuance of AASB 10 and now contains only the accounting requirements to be applied in accounting for investments in subsidiaries, jointly ventures, and associates when an entity elects, or is required by local regulations, to present separate (nonconsolidated) financial statements. AASB 127 requires investments in subsidiaries, associates, and jointly controlled entities are accounted for either at cost, or in accordance with AASB 9 Financial Instruments.
The Company has not yet assessed the impact of this Standard
AASB 12 Disclosure of Interests in Other Entities (applicable for annual reporting periods commencing on or after 1 January 2013)
AASB 12 provides the disclosure requirements for entities that have an interest in a subsidiary, a joint arrangement, an associate or an unconsolidated structured entity. As such, it consolidates and replaces disclosure requirements contained in many existing Standards.
The Company has not yet assessed the impact of this Standard
AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards [AASB 1, 2, 3, 5, 7, 9, 2009-11, 101, 107, 112, 118, 121, 124, 132, 133, 136, 138, 139, 1023 & 1038 and Interpretations 5, 9, 16 & 17] (applicable for annual reporting periods commencing on or after 1 January 2013)
This Standard gives effect to many consequential changes arising from the issuance AASB 10 Consolidation, AASB 11 Joint Arrangements and AASB 12 Disclosure of Interests in Other Entities, and accordingly, the Company has not yet assessed the impact of this Standard.
- 36 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(y) New Accounting Standards for Application in Future Periods (continued)
AASB 119 Employee Benefits, AASB 2011-10 Amendments to Australian Accounting Standards arising from AASB 119 (September 2011) [AASB 1, AASB 8, AASB 101, AASB 124, AASB 134, AASB 1049 & AASB 2011-8 and Interpretation 14] and 2011-11 Amendments to AASB 119 (September 2011) arising from Reduced Disclosure Requirements (applicable for annual reporting periods commencing on or after 1 January 2013)
These standards amend the accounting requirements for employee benefits and in particular pensions and other post retirement benefits. The amendments:
-
Require recognition of changes in the net defined benefit liability (asset) including immediate recognition of defined benefit cost, disaggregation of defined benefit cost into components, recognition of re measurements in other comprehensive income, plan amendments, curtailments and settlements;
-
Introduce enhanced disclosures about defined benefit plans;
-
Require employee benefits not settled wholly before twelve months after the end of the annual reporting period to be captured as an 'other long term benefit' rather than 'short term benefits', and whilst presented as a current item in the statement of financial position such benefits would be measured differently under the amendments;
-
Modify accounting for termination benefits, including distinguishing benefits provided in exchange for service and benefits provided in exchange for the termination of employment and affect the recognition and measurement of termination benefits;
-
Clarify miscellaneous issues, including the classification of employee benefits, current estimates of mortality rates, tax and administration costs and risk-sharing and conditional indexation features; and
-
Incorporate other matters submitted to the IFRS Interpretations Committee.
The Company has not yet assessed the impact of these Standards.
AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009–2011 Cycle [AASB 1, AASB 101, AASB 116, AASB 132 & AASB 134 and Interpretation 2] (applicable for annual reporting periods commencing on or after 1 January 2013)
This standard makes amendments resulting from the 2009-2011 Annual Improvements Cycle. The Standard addresses a range of improvements, including permitting the repeat application of AASB 1 and clarification of the comparative information requirements when an entity provides a third balance sheet (AASB 101 Presentation of Financial Statements). The standard is not expected to impact the company.
The Company does not anticipate early adoption of any of the above Australian Accounting Standards or Interpretations.
(z) Non-current assets held for sale / discontinued operations
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifically exempt from this requirement.
- 37 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(z) Non-current assets held for sale / discontinued operations (continued)
An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the noncurrent asset (or disposal group) is recognised at the date of derecognition.
Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the statement of financial position. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the statement of financial position.
A discontinued operation is a component of the Consolidated Entity’s business that represents a separate major line of business or geographical area of operations that has been disposed of or held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. In the statement of comprehensive income, income and expenses from discontinued operations are reported separately from income and expenses from continuing operations, down to the level of profit after taxes, even when the Consolidated Entity retains a non-controlling interest in the subsidiary after the sale. The resulting profit or loss (after taxes) is reported separately in the statement of comprehensive income.
(aa) Rounding of Amounts
The group has applied the relief available under ASIC Class Order 98/100 and accordingly, amounts in the financial statements and directors’ report have been rounded to the nearest thousand dollars, or in certain cases, to the nearest dollar.
2. DETERMINATION OF FAIR VALUES
A number of the Consolidated Entity’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(a) Property, plant and equipment
The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar items.
(b) Trade and other receivables
The fair value of trade and other receivables approximates their carrying value.
- 38 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
2. DETERMINATION OF FAIR VALUES (continued)
(c) Share-based payment transactions
The fair value of employee stock options is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.
3. FINANCIAL RISK MANAGEMENT
The Consolidated Entity has exposure to the following risks from their use of financial instruments:
-
credit risk;
-
liquidity risk;
-
market risk.
This note presents information about the Consolidated Entity’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout the financial statements. The consolidated entity is not subject to foreign exchange risk.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Chief Executive Officer and Chief Financial Officer are responsible for developing and monitoring risk management policies.
Risk management policies are established to identify and analyse the risks faced by the Consolidated Entity, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Consolidated Entity’s activities. The Consolidated Entity, through their training and management standards and procedures, aim to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Consolidated Entity’s Audit Committee oversees how management monitors compliance with the Consolidated Entity’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Consolidated Entity.
(i) Credit risk
Credit risk is the risk of financial loss to the Consolidated Entity if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Consolidated Entity’s receivables from wholesale and retail customers.
Trade and other receivables
The Consolidated Entity’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Consolidated Entity’s customer base, including the default risk of the industry and country, in which customers operate, has less of an influence on credit risk. However, geographically there is no concentration of credit risk.
- 39 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
3. FINANCIAL RISK MANAGEMENT (continued) (i) Credit risk (continued)
Trade and other receivables (continued)
The Consolidated Entity has established a credit policy under which each new customer is analysed individually for creditworthiness before the Consolidated Entity’s standard payment and delivery terms and conditions are offered. Credit limits are established for each customer, these limits are reviewed regularly. Customers which fail to meet the Consolidated Entity’s benchmark creditworthiness are placed on a restricted customer list and may transact with the Consolidated Entity only on a prepayment basis.
In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, whether they are a wholesale, retail or enduser customer, geographic location, industry, aging profile, maturity and existence of previous financial difficulties. The Consolidated Entity’s trade and other receivables relate mainly to the Consolidated Entity’s retail customers. The Consolidated Entity does not require collateral in respect of trade and other receivables.
The Consolidated Entity has established an allowance for impairment that represents their estimate of incurred losses in respect of trade and other receivables and investments. The components of this allowance are a specific loss component that relates to individually significant exposures of over 120 day debtors
(ii) Liquidity risk
Liquidity risk is the risk that the Consolidated Entity will not be able to meet its financial obligations as they fall due. The Consolidated Entity’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Consolidated Entity’s reputation.
Typically the Consolidated Entity ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 45 to 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
(iii) Market risk
Market risk is the risk that changes in market prices, such as interest rates will affect the Consolidated Entity’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk is managed by seeking to maximise the yield achieved on cash held at bank.
(iv) Capital management
The board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Consolidated Entity defines as net operating income divided by total shareholders’ equity, excluding non-controlling interests. The Board of Directors also monitors the level of dividends to ordinary shareholders.
There were no changes in the Consolidated Entity’s approach to capital management during the year. The consolidated entity is not subject to externally imposed capital requirements given the absence of borrowings.
- 40 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
4. PARENT INFORMATION
2012 2011 $000’s $000’s
The following information has been extracted from the books and records of the parent and has been prepared in accordance with the accounting standards.
STATEMENT OF FINANCIAL POSITION
| Assets Current assets Total Assets Liabilities Current liabilities Total Liabilities Equity Issued capital Reserves Retained earnings Total Equity STATEMENT OF COMPREHENSIVE INCOME Total profit Total comprehensive income |
2,398 3,137 |
|---|---|
| 9,371 10,171 |
|
| 2,524 912 |
|
| 2,671 3,588 |
|
| 6,008 6,008 - 40 692 535 |
|
| 6,700 6,583 |
|
| 944 1,782 |
|
| 944 1,782 |
Guarantees
LandMark White Limited has not entered into any guarantees, in the current or previous financial year, in relation to the debts of its subsidiaries.
Contractual Commitments
At 30 June 2012 LandMark White Limited had not entered into any contractual commitments for the acquisition of property, plant and equipment (2011: nil).
CONTINGENCIES
The Consolidated Entity is involved in matters of litigation in the normal course of business in undertaking valuation services. At 30 June 2012, the Consolidated Entity has professional indemnity insurance, and under the terms of the insurance policy, each claim has an excess which is required to be paid by the Consolidated Entity. It was not practical to estimate the maximum contingent liability arising from litigation; however in a worse case situation there could be a material adverse effect on the Consolidated Entity’s financial position. In the directors’ opinion, disclosures of any further information in relation to litigation would be prejudicial to the interests of the Consolidated Entity.
- 41 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
5.
SEGMENT REPORTING
Segment information is presented in respect of the Consolidated Entity’s business segments. The Consolidated Entity’s operations and clients are located entirely in Australia.
The Consolidated Entity’s operating segments have been identified based on the segments analysed within management reports. The operating segments of the consolidated entity have been identified as follows:
Valuation: The provision of valuation, research and advice services in relation to property and businesses. Funds Management: Primarily Property Syndication and Mortgage Funds (discontinued operation).
| Segment assets Total assets Segment liabilities Total liabilities Capital expenditure Depreciation Impairment losses on intangible assets & property, plant & equipment |
Valuation Funds Management (Discontinued operation) Unallocated Consolidated 2012 $000’s 2011 $000’s 2012 $000’s 2011 $000’s 2012 $000’s 2011 $000’s 2012 $000’s 2011 $000’s 11,418 12,502 - 51 - - 11,418 12,553 |
|---|---|
| 11,418 12,502 - 51 - - 11,418 12,553 |
|
| 4,649 5,422 - 30 - - 4,649 5,452 |
|
| 4,649 5,422 - 30 - - 4,649 5,452 |
|
| 80 66 - - - - 80 66 |
|
| 199 302 - 1 - - 199 303 |
|
| - - - - - - - - |
Accounting Policies Adopted
Unless stated otherwise, all amounts reported to the chief operating decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Consolidated Entity.
- 42 –
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
6. AUDITOR REMUNERATION
| Audit services Auditors of the Consolidated Entity – KPMG Australia Audit and review of the financial reports for the year end 30 June 2011 Auditors of the Consolidated Entity – William Buck Audit and review of the financial reports Other services Auditors of the Consolidated Entity – William Buck Taxation and other services Total audit services 7. (a) FINANCE INCOME Interest income Interest expense Net finance income (b) OPERATING EXPENSES Operating lease expenses relating to occupancy Superannuation expense |
Consolidated 2012 $000’s 2011 $000’s - 18 84 112 13 5 |
|---|---|
| 97 135 |
|
| 81 110 (12) (31) |
|
| 69 79 |
|
| 969 1,001 1,055 1,132 |
- 43 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
8. INCOME TAX EXPENSE
| Recognised in the statement of comprehensive income Current tax expense Current year Adjustments for prior years Deferred tax expense Origination and reversal of temporary differences Total income tax expense in statement of comprehensive income Income tax expense from continuing operations Income tax (credit) from discontinued operations Reconciliation of income tax expense to prima facie tax payable Profit/(loss) from continuing operations before tax Profit/(loss) from discontinued operations before tax Profit/(loss) before tax Prima facie income tax expense calculated at 30% on profit Increase/(decrease) in income tax expense due to: Non-deductible entertainment Income tax (over/under) provided in prior year Income tax expense Applicable tax rate |
Consolidated 2012 $000’s 2011 $000’s 279 253 26 (24) |
|---|---|
| 305 229 |
|
| (14) (7) |
|
| 291 222 |
|
| 306 287 (15) (65) |
|
| 291 222 |
|
| 837 903 (50) (219) |
|
| 787 684 |
|
| 236 205 29 46 26 (29) |
|
| 291 222 |
|
| 30% 30% |
- 44 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
9. EARNINGS PER SHARE
Basic earnings per share
The calculation of basic earnings per share at 30 June 2012 was based on the profit attributable to ordinary shareholders of $496,000 (2011: $462,000) and the weighted average number of ordinary shares outstanding during the financial year ended 30 June 2012 of 27,588,781 (2011: 27,588,781) calculated as follows:
| Profit from continuing operations (Loss) from discontinued operations Profit/(loss) attributable to ordinary shareholders Weighted average number of ordinary shares Issued Ordinary Shares at 1 July Weighted average number of ordinary shares at 30 June |
Consolidated 2012 $000’s 2011 $000’s 531 616 (35) (154) |
|---|---|
| 496 462 |
|
| 27,588,781 27,588,781 |
|
| 27,588,781 27,588,781 |
Diluted earnings per share
The calculation of diluted earnings per share at 30 June 2012 was based on the profit attributable to ordinary shareholders of $496,000 (2011: Profit of $462,000) and the weighted average number of ordinary shares outstanding during the financial year ended 30 June 2012 of 27,588,781 (2011: 27,588,781) calculated as follows:
| Profit from continuing operations (Loss) from discontinued operations Profit/(loss) attributable to ordinary shareholders Weighted average number of ordinary shares (diluted) Weighted average number of ordinary shares at 30 June Weighted average number of ordinary shares (diluted) at 30 June |
2012 $000’s 2011 $000’s 531 616 (35) (154) |
|---|---|
| 496 462 |
|
| 27,588,781 27,588,781 |
|
| 27,588,781 27,588,781 |
As at 30 June 2012 all options granted to employees via the ESOP have been excluded as they have expired without being exercised.
- 45 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
10. CASH AND CASH EQUIVALENTS
| Cash at bank and on hand Cash and cash equivalents Cash in discontinued operations Cash and cash equivalents in the statement of cash flows TRADE AND OTHER RECEIVABLES Current Trade receivables Less: provision for impairment Other receivables |
Consolidated 2012 $000’s 2011 $000’s 1,914 2,547 |
|---|---|
| 1,914 2,547 |
|
| - 51 |
|
| 1,914 2,598 |
|
| 2,761 2,917 (86) (179) 10 9 |
|
| 2,685 2,747 |
11. TRADE AND OTHER RECEIVABLES
Impairment
During the year, a decrease in the provision for impairment of receivables of $93,000 (2011: $137,000 increase) was recorded in the statement of comprehensive income and included in other expenses. Refer also to note 22.
12. INVENTORIES
| Work in progress | Consolidated 2012 $000’s 2011 $000’s 118 249 |
|---|---|
13. CURRENT TAX LIABILITIES
The current tax liability for the Consolidated Entity of $133,000 (2011 $86,000) represents the amount of income taxes payable in respect of current and prior financial periods. In accordance with the tax consolidation legislation, LandMark White Limited as the head entity of the Australian taxconsolidated group has assumed responsibility for the current tax asset/liability initially recognised by the members in the tax-consolidated group.
- 46 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
14. DEFERRED TAX ASSETS AND LIABILITIES Recognised deferred tax assets
Deferred tax assets are attributable to the following:
| DEFERRED TAX ASSETS AND LIABILITIES Recognised deferred tax assets Deferred tax assets are attributable to the following: |
|
|---|---|
| Consolidated Employee provisions Doubtful debts provision Superannuation Accruals Operating lease provisions Legal provision Make good provisions Total tax assets |
Assets 2012 $000’s 2011 $000’s 514 546 26 54 - 22 20 8 79 68 54 - 31 31 |
| 724 729 |
Recognised deferred tax liabilities
Deferred tax liabilities are attributable to the following:
| Consolidated Inventories Total deferred tax liabilities |
Liabilities 2012 $000’s 2011 $000’s (35) (75) |
|---|---|
| (35) (75) |
- 47 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
14. DEFERRED TAX ASSETS AND LIABILITIES (continued) Movement in temporary differences during the year Deferred tax assets
| Consolidated Employee provisions Doubtful Debts Superannuation Accruals Operating lease provisions Legal fees provision Make good provisions |
Balance 1 July 11 $000’s Recognised in Profit & Loss $000’s Recognised in other comprehensive income $000’s Balance 30 June 12 $000’s 546 (32) - 514 54 (28) - 26 22 (22) - - 8 12 - 20 68 11 - 79 - 54 - 54 31 - - 31 |
|---|---|
| 729 (5) - 724 |
| Consolidated Employee provisions Doubtful Debts Superannuation Accruals Operating lease provisions Make good provisions |
Balance 1 July 10 $000’s Recognised in Profit & Loss $000’s Recognised in other comprehensive income $000’s Balance 30 June 11 $000’s 491 55 - 546 - 54 - 54 - 22 - 22 116 (108) - 8 59 9 - 68 36 (5) - 31 |
|---|---|
| 702 27 - 729 |
Deferred tax liabilities
| Deferred tax liabilities | |
|---|---|
| Consolidated Inventories Inventories |
Balance 1 July 11 $000’s Recognised in Profit & Loss $000’s Recognised in other comprehensive income $000’s Balance 30 June 12 $000’s (75) 40 - (35) |
| (75) 40 - (35) |
|
| Balance 1 July 10 $000’s Recognised in Profit & Loss $000’s Recognised in other comprehensive income $000’s Balance 30 June 11 $000’s (55) (20) - (75) |
|
| (55) (20) - (75) |
- 48 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
15. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at 1 July 2010 Additions Disposals Adjustments (i) Balance at 30 June 2011 Balance at 1 July 2011 Additions Disposals Balance at 30 June 2012 |
Consolidated Office Equipment $000’s Furniture and Fittings $000’s Leasehold Improvements $000’s Total $000’s 2,662 264 1,324 4,250 68 3 8 79 (15) (2) - (17) - - (153) (153) 2,715 265 1,179 4,159 |
|---|---|
| 2,715 265 1,179 4,159 49 - - 49 - - (185) (185) |
|
| 2,764 265 993 4,023 |
- 49 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
15. PROPERTY, PLANT AND EQUIPMENT (continued)
| Accumulated Depreciation Balance at 1 July 2010 Depreciation charge for the year Disposals Adjustments (i) Balance at 30 June 2011 Balance at 1 July 2011 Depreciation charge for the year Disposals Balance at 30 June 2012 Carrying Amounts At 1 July 2010 At 30 June 2011 At 1 July 2011 At 30 June 2012 |
Consolidated Office Equipment $000’s Furniture and Fittings $000’s Leasehold Improvements $000’s Total $000’s 2,278 240 741 3,259 197 13 155 365 (12) (2) (14) - - (57) (57) |
|---|---|
| 2,463 251 839 3,553 |
|
| 2,463 251 839 3,553 138 9 83 230 - - (175) (175) |
|
| 2,601 260 747 3,608 |
|
| 384 24 583 991 252 14 340 606 252 14 340 606 163 5 247 415 |
(i) Adjustments relate to changes in make good requirements within Leasehold Improvements category.
16. INTANGIBLE ASSETS
| Goodwill Computer software |
Consolidated 2012 $000’s 2011 $000’s 4,918 4,918 31 - |
|---|---|
| 4,949 4,918 |
- 50 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
The following cash generating units have significant carrying amounts of goodwill:
| Goodwill LandMark White Commercial LMW Residential Movement in Goodwill Balance at 1 July Additions/disposals/impairments Balance at 30 June |
Consolidated 2012 $000’s 2011 $000’s 1,833 1,833 3,085 3,085 |
|---|---|
| 4,918 4,918 |
|
| 4,918 4,918 - - |
|
| 4,918 4,918 |
Goodwill has an infinite useful life and is not amortised. The goodwill amount is tested for impairment annually by estimating the recoverable amount of the cash generating units based on value in use.
The key assumptions and the approach to determining the value in use when estimating the recoverable amount of a cash generating unit are:
Assumption How determined Cash flows The forecast 5 year cash flows are based on forecast results for the year ended 30 June 2013. The 2013 forecast forms the basis of cash flows in subsequent financial years adjusted based on the following assumptions determined on management’s past experience: • no increase in revenues and expenses in the first year and 3% increase in the years after • increase in employee expense calculated as 45% of the increase in revenue since the prior year • increase in variable expenses calculated as 18% of the increase in revenue since the prior year • terminal value at the end of year 5 based on year 5 cash flows. Discount rate The discount rate adopted was a pre tax rate of 18.8% (2011: 18.8%) and was based on the current risk free interest rate, industry and business specific risk factors, market borrowing rates and investor expected returns.
On forecast 5 years cash flows, there would not be any impairment until the discount rate reached 24.5%. In this scenario all other variables are unchanged.
- 51 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
16. INTANGIBLE ASSETS (continued)
| Computer software Movement in Computer Software Balance at 1 July Additions Balance at 30 June |
Consolidated 2012 $000’s 2011 $000’s |
|---|---|
| 31 - |
|
| - - 31 - |
|
| 31 - |
17. TRADE AND OTHER PAYABLES
| Current Trade payables Other payables and accrued expenses |
Consolidated 2012 $000’s 2011 $000’s 253 615 1,765 2,253 |
|---|---|
| 2,018 2,868 |
18. EMPLOYEE BENEFITS
| Current Liability for annual leave Liability for long service leave Non Current Liability for long service leave |
854 934 582 503 |
|---|---|
| 1,436 1,437 |
|
| 278 364 |
- 52 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
18 EMPLOYEE BENEFITS (continued)
(a) Share Based Payments
The directors in accordance with employment contracts allocate share options that entitle key management personnel and senior employees to purchase shares in the entity. The terms of the options including vesting conditions and performance criteria vary depending upon the incentive arrangements appropriate for key management personnel and senior employees.
The terms and conditions of the grants are as follows:
Share Options
| Share Options | |||||
|---|---|---|---|---|---|
| Number of | Contractual | ||||
| Grant Date | options | Vesting Conditions | life of options | ||
| 2 years | of employment and defined | ||||
| annual | cumulative increases |
in | |||
| 31 December 2005 | 2,000,000 | subsidiary trading profit. | 5-9 years |
The number and weighted average exercise price of share options is as follows:
| Outstanding at the beginning of the period Granted during the period Forfeited during the period Exercised during the period Expired during the period Outstanding at the end of the period Exercisable at the end of the period |
Weighted Average exercise price Number of options Weighted average exercise price Number of options 2012 2012 2011 2011 - - $0.59 800,000 - - - - - - $0.59 (800,000) - - - - - - - - |
|---|---|
| - - - - |
|
| - - - - |
Note that 1,200,000 of the options granted on 31December 2005 lapsed in years prior to 2011.
During the financial year or prior year there were no share options exercised.
In prior years, the fair value of the options was calculated at the date of grant using a Black-Scholes model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the proportion of the fair value of the options allocated to this reporting period. No options were granted in the year ended 30 June 2012. ( 2011: Nil )
- 53 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
19. PROVISIONS
| Current Legal Non Current Operating lease Make good Consolidated Balance at 1 July 2010 Provisions made during the year Balance at 30 June 2011 Provisions made during the year Balance at 30 June 2012 |
Operating Lease $000’s 195 32 |
Consolidated 2012 $000’s 2011 $000’s 180 - |
|---|---|---|
| 180 - |
||
| 265 227 304 365 |
||
| 569 592 |
||
| Make good Total $000’s $000’s 518 713 (153) (121) |
||
| 227 38 |
365 592 (61) (23) |
|
| 265 | 304 569 |
Operating lease
Provisions are made in order to straight line minimum lease payments for rental of office space over the total lease periods.
Make good
A provision of $518,000 was made during the year ended 30 June 2010 in respect of the Consolidated Entity’s obligation to return office space leased by the Consolidated Entity to its original condition. The provision has been reduced in subsequent periods due to over provisions. The provision has not been discounted to its present value as the effect is not material. It is expected that the expense will be incurred in a 4 – 10 year period.
20. CAPITAL AND RESERVES
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share on a poll at meetings of the Company. On a show of hands every shareholder present at a meeting or by proxy is entitled to one vote.
There are currently 27,588,781 ordinary fully paid shares on issue (2011: 27,588,781). Shares have no par value, and the company does not have a limited amount of capital.
Share option reserve
The share option reserve comprised the fair value of options granted. These options expired and the balance transferred to retained earnings in the 2012 Financial Year.
- 54 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
21. DIVIDENDS
Dividends recognised in the current year by the Company are:
| Cents per share 2012 Final 2011 ordinary Interim 2012 ordinary 2.0 1.0 Total 2011 Final 2010 ordinary Interim 2011 ordinary 2.0 1.0 Total |
Total amount Franked/ unfranked Date of payment $000’s 552 276 Franked Franked 7 October 2011 4 April 2012 828 552 284 Franked Franked 8 October 2010 17 March 2011 836 |
|---|---|
Franked dividends declared or paid during the year were fully franked at the tax rate of 30%.
After the end of the reporting period, the directors have declared a final dividend of 2 cents per share, representing $551,776 fully franked and payable on 9 October 2012. The financial effect of this dividend has not been brought to account in the financial statements for the year ended 30 June 2012. The declaration and subsequent payment of dividends has no income tax consequences.
| Dividend franking account 30% franking credits available to shareholders of LandMark White Limited for subsequent financial years |
Company 2012 $000’s 2011 $000’s 1,589 1,616 |
|---|---|
The above available amounts are based on the balance of the dividend franking account at the end of the reporting period adjusted for:
-
(a) franking credits that will arise from the payment of the current tax liabilities;
-
(b) franking debits that will arise from the payment of dividends recognised as a liability at the yearend; and
-
(c) franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated group at the year-end.
The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. The impact on the dividend franking account of dividends proposed after the end of the reporting period but not recognised as a liability is to reduce it by $236,000 (2011: $236,000).
- 55 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
22. FINANCIAL INSTRUMENTS Credit Risk
Exposure to credit risk
The carrying amount of the Consolidated Entity’s financial assets represents the maximum credit risk exposure. The Consolidated Entity’s maximum exposure to credit risk at the end of the reporting period was:
| Note Trade and other receivables 11 Cash and cash equivalents 10 Term deposits & other |
Consolidated Carrying amount 2012 $000’s 2011 $000’s 2,685 2,747 1,914 2,598 406 401 |
|---|---|
| 5,005 5,746 |
The Consolidated Entity’s maximum exposure to credit risk for trade and other receivables before impairment losses at the end of the reporting period by type of customer was:
| Financial customers Commercial non financial customers Residential non financial customers |
Consolidated Carrying amount 2012 $000’s 2011 $000’s 1,552 1,415 1,183 1,448 36 63 |
|---|---|
| 2,771 2,926 |
The Consolidated Entity’s most significant customer, an Australian financial customer, accounts for $383,000 of the trade and other receivables carrying amount at 30 June 2012 (2011: financial customer $400,000).
Impairment losses
The aging of the Consolidated Entity’s trade and other receivables at the end of the reporting period was:
| Not past due Past due 0-30 days Past due 31-120 days Past due 121-365 days |
Consolidated Gross Impairment Gross Impairment 2012 $000’s 2012 $000’s 2011 $000’s 2011 $000’s 1,878 - 2,087 - 474 - 438 - 291 - 255 33 128 86 146 146 |
|---|---|
| 2,771 86 2,926 179 |
- 56 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
22. FINANCIAL INSTRUMENTS (continued)
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
| Balance at 1 July Impairment loss increased / (reduced) Balance at 30 June |
Consolidated Carrying amount 2012 $000’s 2011 $000’s 179 42 (93) 137 |
|---|---|
| 86 179 |
Based on historic default rates, the Consolidated Entity believes that no impairment allowance is necessary in respect of trade receivables not past due or past due by up to 90 days. The Consolidated Entity's policy is to enforce upfront payment from clients who do not have a good credit history or from those who are relatively unknown. Accordingly, the trade receivables balance is comprised of customers that have no previous history of poor credit with the Consolidated Entity.
Liquidity Risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting arrangements:
Consolidated
30 June 2012
| Non-derivative financial liabilities Trade and other payables 30 June 2011 Non-derivative financial liabilities Trade and other payables |
Carrying amount Contractual cash flows 6 months or less 6-12 months 1-2 years 2-5 years More than 5 years $000’s $000’s $000’s $000’s $000’s $000’s $000’s 2,018 2,018 2,018 - - - - |
|---|---|
| 2,018 2,018 2,018 - - - - |
|
| Carrying amount Contractual cash flows 6 months or less 6-12 months 1-2 years 2-5 years More than 5 years $000’s $000’s $000’s $000’s $000’s $000’s $000’s 2,868 2,868 2,868 - - - - |
|
| 2,868 2,868 2,868 - - - - |
- 57 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
22. FINANCIAL INSTRUMENTS (continued) Interest rate risk
At the end of the reporting period the interest rate profile of the Consolidated Entity’s interest-bearing financial instruments was:
| Variable rate instruments Financial assets |
Consolidated Carrying amount 2012 $000’s 2011 $000’s 2,040 2,598 |
|---|---|
Cash flow sensitivity analysis for rate instruments
A change of 100 basis points in interest rates at the end of the reporting period would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant. The analysis is performed on the same basis for 2011.
| Consolidated | Consolidated | ||
|---|---|---|---|
| Profit or (loss) | |||
| 100 bp | 100 | bp | |
| increase | decrease | ||
| $000’s | $000’s | ||
| 30 June 2012 | |||
| Variable rate instruments | 20 | (20) | |
| 30 June 2011 | |||
| Variable rate instruments | 26 | (26) |
Fair values
Fair values versus carrying amounts
The Directors consider that the fair value of financial assets and financial liabilities of the Consolidated Entity approximate their carrying amount.
23. COMMITMENTS
The Consolidated Entity does not have any capital expenditure commitments at the end of the reporting period.
Operating lease commitments
| Within one year One year or later and no later than five years Later than five years |
Consolidated 2012 $000’s 2011 $000’s 1,065 1,214 3,541 3,375 44 589 |
|---|---|
| 4,650 5,178 |
The Consolidated Entity leases property and equipment under non-cancellable operating leases expiring from one to ten years. Leases of property generally provide the Consolidated Entity with a right of renewal at which time all terms are renegotiated. Lease payments may be increased to reflect market rates or changes in the Consumer Price Index.
- 58 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
24. CONTINGENCIES
The Consolidated Entity is involved in matters of litigation in the normal course of business in undertaking valuation services. At 30 June 2012, the consolidated entity has professional indemnity insurance, and under the terms of the insurance policy, each claim has an excess which is required to be paid by the Consolidated Entity. It was not practical to estimate the maximum contingent liability arising from litigation; however in a worst case situation there would be a material adverse effect on the Consolidated Entity’s financial position. In the directors’ opinion, disclosures of any further information in relation to litigation would be prejudicial to the interests of the Consolidated Entity.
25. CONTROLLED ENTITIES Particulars in relation to controlled entities
| Name | 2012 | ownership | 2011 ownership |
|---|---|---|---|
| % | % | ||
| Parent entity/Ultimate controlling party | |||
| LandMark White Limited | |||
| Subsidiaries | |||
| LandMark White (NSW) Pty Ltd | 100 | 100 | |
| ACN 101 597 335 Pty Ltd | 100 | 100 | |
| LandMark White (Gold Coast) Pty Ltd | 100 | 100 | |
| LandMark White (Brisbane) Pty Ltd | 100 | 100 | |
| LMW Residential Pty Ltd | 100 | 100 | |
| LMW Group Pty Ltd | 100 | 100 | |
| LMW Business Advisory Pty Ltd | 100 | 100 | |
| LMW Invest Pty Ltd | 100 | 100 | |
| LMWI Managed Investments Ltd | - | 100 | |
| LandMark White (Melbourne) Pty Ltd | 100 | 100 | |
| LMW Advisory Pty Ltd | 100 | 100 | |
| LMW Hegney Pty Ltd | 50 | 50 | |
| ACN 121 424 440 Pty Ltd | 100 | 100 | |
| All of the above controlled entities were incorporated in Australia. |
26. BUSINESS ACQUISITIONS
There were no business acquisitions during the year (2011: Nil).
- 59 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
27. RECONCILIATION OF CASHFLOWS FROM OPERATING ACTIVITIES
| Reconciliation of profit from ordinary activities after income tax to net cash provided by operating activities Profit for the period after tax Adjustments for the period: Depreciation and amortisation Doubtful debt increase / (decrease) Provision for make good Legal provision Operating lease provision Net cash provided by operating activities before change in assets and liabilities Change in assets and liabilities during the financial period: (Increase)/decrease in receivables (Increase)/decrease in work in progress (Increase)/decrease in deferred tax assets (Increase)/decrease in prepayments Increase/(decrease) in payables Increase/(decrease) in provision for income tax Increase/(decrease) in deferred tax liabilities Increase/(decrease) in employee provision Net cash provided by operating activities |
Consolidated 2012 $000’s 2011 $000’s 496 462 199 309 (16) 169 (29) - 180 - 38 32 |
|---|---|
| 868 972 78 37 131 (66) 5 (7) 98 (51) (808) 169 47 (234) (40) - (87) 166 |
|
| 292 986 |
28. RELATED PARTIES
Key Management Personnel
The following were key management personnel of the Consolidated Entity and unless otherwise indicated were key management personnel for the entire period:
Non-Executive Directors
Mr S Gregory (Chairman) Mr G White Mr D Hobart - resigned 12 July 2011 Mr A Meakin - resigned 12 July 2011
Executive Director
Mr B Piltz (CEO)
Executives
Mr F Hardiman Mr G Coonan
- 60 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
28. RELATED PARTIES (continued)
Refer to the Remuneration Report contained in the Directors’ report for details of remuneration paid or payable to each of the Consolidated Entity’s key management personnel for the year ended 30 June 2012.
The totals of remuneration paid to key management personnel for the year are as follow:
| Short-term employee benefits Other long-term benefits Post-employment benefits Share–based payments |
Consolidated 2012 2011 $ $ 609,643 723,074 13,115 17,822 156,787 126,334 - - |
|---|---|
| 779,545 867,230 |
No director has entered into a material contract with the Company or the Consolidated Entity since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year-end.
Options and rights over equity instruments
The movement during the reporting period of options over ordinary shares in LandMark White Limited held directly, indirectly, or beneficially by each key management personnel including their personally related entities is as follows:
| Vested and | ||||||||
|---|---|---|---|---|---|---|---|---|
| Held at | Granted as | Held at | Vested | exercisable | ||||
| 2012 | 1 July 2011 |
compens- ation |
Exerci- sed |
Other changes |
30 June 2012 |
during the year |
at 30 June 2012 |
|
| Directors | ||||||||
| Mr G White | - | - | - | - | - | - | - | |
| Mr B Piltz | - | - | - | - | - | - | - | |
| Mr S Gregory | - | - | - | - | - | - | - | |
| Mr D Hobart | - | - | - | - | - | - | - | |
| Mr A Meakin | - | - | - | - | - | - | - | |
| Executives | ||||||||
| Mr F Hardiman | - | - | - | - | - | - | - | |
| Mr G Coonan | - | - | - | - | - | - | - |
- 61 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
28. RELATED PARTIES (continued)
| Vested and | |||||||
|---|---|---|---|---|---|---|---|
| Held at | Granted as | Held at | Vested | exercisab- | |||
| 1 July | compens- | Exercis- | Other | 30 June | during | le at 30 | |
| 2011 | 2010 | ation | ed | changes | 2011 | the year | June 2011 |
| Directors | |||||||
| Mr G White | - | - | - | - | - | - | - |
| Mr B Piltz | - | - | - | - | - | - | - |
| Mr S Gregory | - | - | - | - | - | - | - |
| Mr D Hobart | - | - | - | - | - | - | - |
| Executives | |||||||
| Mr I Bangs | - | - | - | - | - | - | - |
| Mr G Coonan | - | - | - | - | - | - | - |
Movement in shares
The movement during the reporting period in the number of ordinary shares in LandMark White Limited held directly, indirectly, or beneficially by each key management personnel including their personally related entities is as follows:
| Held at 1 | Exercise | Exercise | Held at 30 | |||
|---|---|---|---|---|---|---|
| 2012 | July 2011 | Purchases | of options | Sales | June 2012 | |
| Directors | ||||||
| Mr G White | 10,093,004 | - | - | (321,286) | 9,771,718 | |
| Mr B Piltz | 6,827,869 | 259,818 | - | - | 7,087,687 | |
| Mr S Gregory | 129,000 | - | - | - | 129,000 | |
| Mr D Hobart | - | - | - | - | - | |
| Mr A Meakin | - | - | - | - | - | |
| Executive officers | ||||||
| Mr F Hardiman | - | - | - | - | - | |
| Mr G Coonan | - | - | - | - | - |
| Held at 1 | Exercise | Exercise | Held at 30 | ||||
|---|---|---|---|---|---|---|---|
| 2011 | July 2010 | Purchases | of options | Sales | June 2011 | ||
| Directors | |||||||
| Mr G White | 10,093,004 | - | - | - | 10,093,004 | ||
| Mr B Piltz | 6,827,869 | - | - | - | 6,827,869 | ||
| Mr N Craig | 29,000 | - | - | - | 29,000 | ||
| Mr S Gregory | 129,000 | - | - | - | 129,000 | ||
| Mr D Hobart | - | - | - | - | - | ||
| Executive officers | |||||||
| Mr F Hardiman | - | - | - | - | - | ||
| Mr I Bangs | - | - | - | - | - | ||
| Mr G Coonan | - | - | - | - | - |
The executive officers named are those who are directly accountable and responsible for the strategic direction and operational management of LandMark White Limited or its subsidiaries. In 2012 there were no executive officers holding shares in the Company. The Directors are of the opinion that only the executive officers detailed above meet the definition of key management personnel as set out in AASB 124.
- 62 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
28. RELATED PARTIES (continued)
Non-key management personnel
Identity of related parties
The Consolidated Entity has a related party relationship with its subsidiaries (refer to note 25).
29. DISCONTINUED OPERATIONS
On 24 June 2011 the LandMark White Board of Directors decided that the loss making Funds Management business of the Consolidated Entity would be disposed. The Responsible Entity and AFSL business of LMW Managed Investments was subsequently sold for $51,000 on 4 August 2011. LMW Invest which had sole responsibility for the management of the Responsible Entity therefore ceased any operating activity.
| Result from discontinued operation Revenue Expenses from operating activities: Employee expenses Reports presentation expenses Administration expenses Occupancy expenses Depreciation and amortisation expenses Other expenses from ordinary activities Results from operating activities Finance income (Loss) before tax Income tax (credit) (Loss) from discontinued operations Net Assets of discontinued operation Cash and cash equivalents Total current assets Total assets Liabilities Trade and other payables Total current liabilities Total non current liabilities Total liabilities Net assets |
2012 $000’s 2011 $000’s 1 25 |
|---|---|
| 6 68 3 5 40 163 - 1 - 2 2 7 |
|
| (50) (221) - 2 |
|
| (50) (219) (15) (65) |
|
| (35) (154) |
|
| 2012 $000’s 2011 $000’s - 51 |
|
| - 51 |
|
| - 51 |
|
| - 30 |
|
| - 30 |
|
| - - |
|
| - 30 |
|
| - 21 |
Cash flows from discontinued operations were not materially different from the income and expense amounts above.
- 63 -
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
30. EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD
A fully franked dividend of 2.0 cents per share was declared by Directors on 23 August 2012, to be paid on 9[th] October 2012.
There have been no other events subsequent to reporting date which affect the results contained in this financial report or the continuing operations of the Consolidated Entity.
- 64 –
LANDMARK WHITE LIMITED AND ITS CONTROLLED ENTITIES ABN 50 102 320 329
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
DIRECTORS’ DECLARATION
-
1 In the opinion of the directors of LandMark White Limited (‘the Company’):
-
(a) the financial statements and notes set out on pages 22 to 63 and the remuneration disclosures of the Remuneration report in the Directors' report, set out on pages 11 to 16, are in accordance with the Corporations Act 2001, including:
-
(i) giving a true and fair view of the financial position of the Company and the Consolidated Entity as at 30 June 2012 and of its performance, for the financial year ended on that date; and
-
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;
-
(a) the financial report also complies with International Financial Reporting Standards as discussed in Note 1(a);
-
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable
-
2 The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2012.
Dated at Sydney this 21[st] September 2012
Signed in accordance with a resolution of the directors:
==> picture [145 x 46] intentionally omitted <==
_____ Brad Piltz Chief Executive Officer
- 65 -
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF LANDMARK WHITE LIMITED AND CONTROLLED ENTITIES
Report on the Financial Report
We have audited the accompanying financial report of LandMark White Limited (the Company), which comprises the statement of financial position as at 30 June 2012, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the company and the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives and true and fair view 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
- 66 -
==> picture [199 x 25] intentionally omitted <==
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF LANDMARK WHITE LIMITED AND CONTROLLED ENTITIES (CONT)
Auditor’s Opinion
In our opinion:
-
a. the financial report of LandMark White Limited is in accordance with the Corporations Act 2001, including:
-
i. giving a true and fair view of the Company and consolidated entity’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and
-
ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
-
b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 16 of the directors’ report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion, the Remuneration Report of LandMark White Limited for the year ended 30 June 2012, complies with section 300A of the Corporations Act 2001.
Matters Relating to the Electronic Presentation of the Audited Financial Report
This auditor’s report relates to the financial report of LandMark White Limited for the year ended 30 June 2012 included on LandMark White Limited’s web site. The company’s directors are responsible for the integrity of the LandMark White Limited’s web site. We have not been engaged to report on the integrity of the LandMark White Limited’s web site. The auditor’s report refers only to the financial report. It does not provide an opinion on any other information which may have been hyperlinked to/from these statements. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited financial report presented on this web site.
==> picture [123 x 26] intentionally omitted <==
William Buck
Chartered Accountants ABN 16 021 300 521
==> picture [73 x 37] intentionally omitted <==
L.E. Tutt Partner Sydney, 21 September 2012
- 67 -
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below.
The Company was admitted to the Australian Stock Exchange under rule 1.3.2(b).
Shareholdings (as at 31 August 2012)
Substantial Shareholders
The number of shares held by substantial shareholders and their associates are set out below:
| Shareholder | Number of Ordinary |
|---|---|
| Shares | |
| White Valuations Pty Ltd | 9,771,718 |
| Piltz Holdings Pty Ltd | 7,070,187 |
Voting Rights
Ordinary Shares
Holders of ordinary shares are entitled to one vote per share at shareholder meetings.
Options
There are no voting rights attached to options.
Distribution of equity security holders
| Category 1 – 1,000 1,001-5,000 5,001-10,000 10,001-50,000 50,001-100,000 100,001 and over Total |
Ordinary Shares Options Number of Shareholders Number of Shares Number of Option Holders Number of Options 25 19,803 - - 315 1,185,848 - - 90 782,601 - - 103 2,582,071 - - 13 978,005 - - 27 22,040,453 - - |
|---|---|
| 573 27,588,781 - - |
On-market buy-back
There is no current on-market buy-back.
Marketable Parcels
The number of shareholders holding less than a marketable parcel of 1,563 shares (based on closing price of $0.31 on 31 August 2012) is 37 and they hold 36,492 securities.
- 68 -
ASX ADDITIONAL INFORMATION (continued)
Twenty Largest Shareholders
| Name White Valuations Pty Ltd Piltz Holdings Pty Ltd Llanzeal Pty Ltd Kevin King Pty Ltd Mr Christian Earnest Hansen & Mrs Fay Elizabeth Hansen Locope Pty Ltd Bond Street Custodians Limited Phillips Consolidated Pty Minara Pty Ltd McMullin Nominees Pty Ltd Mrs Melinda Ellis IHOP Pty Ltd Mr Brad Piltz Independent Property Analysts Pty Limited A/C> Stibbco Investments Pty Ltd Mr Christopher Holden Judi Dazeley Pty Limited C N & W J Pointon Pty Ltd Mrs Marianne Vernal Beveridge Stuart Carlton Gregory Glenura Pty Ltd |
Number of Ordinary Shares held Percentage of capital held 9,761,718 35.38% 6,480,119 23.49% 551,551 2.00% 540,000 1.96% 500,000 1.81% 390,000 1.41% 379,568 1.38% 350,000 1.27% 344,619 1.25% 270,442 0.98% 245,000 0.89% 222,950 0.81% 200,000 0.72% 175,000 0.63% 155,000 0.56% 150,000 0.54% 144,470 0.52% 139,192 0.50% 130,000 0.47% 125,000 0.45% 125,000 0.45% |
|---|---|
| 21,379,629 77.49% |
Offices and officers
Company Secretary Mr Frank Hardiman
Principal Registered Office Level 15 55 Clarence Street Sydney NSW 2000 Telephone: 02 8823 6300 Facsimile: 02 8823 6399 Website: www.lmw.com.au
Location of Share Registry Brisbane Link Market Services
Stock Exchange
The Company is listed on the Australian Stock Exchange. The home Exchange is Sydney
Other information
LandMark White Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares.