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ALS LIMITED — Annual Report 2008
Jun 26, 2008
64365_rns_2008-06-26_4c1c994c-277b-43a5-bad0-182e3c14c187.pdf
Annual Report
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08
ANNUAL REPORT 2008 CAMPBELL BROTHERS LIMITED
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FROM A POSITION OF STRENGTH
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ANNUAL GENERAL MEETING
The 57th Annual General Meeting of Campbell Brothers Limited will be held at 11.00am on 5 August 2008 at the Brisbane Convention Centre, Cnr Merivale and Glenelg Streets, South Bank, Brisbane, Australia.
CONTENTS
| Campbell Brothers’ Global Operations | 2 | |
|---|---|---|
| Financial Highlights | 4 | |
| Health and Safety | 6 | |
| Organisational Development | 7 | |
| Year in Review | 8 | |
| ALS Laboratory Group | 10 | |
| Campbell Chemicals | 14 | |
| Reward Distribution | 17 | |
| Group Management | 19 | |
| Board of Directors | 20 | |
| Corporate Governance | 21 | |
| Corporate Social Responsibility | 25 | |
| Financial Report | 27 | |
| Shareholder Information | 82 | |
| ASX Requirements | 83 | |
| Ten Year Summary | 84 | |
| Principal Offces | 85 | |
| General Information | Back cover |
FINANCIAL CALENDAR
2007/2008
| 2007/2008 | |
|---|---|
| Record Date for Final Dividend | |
| and DRP | 13 June 2008 |
| Final Dividend Paid | 1 July 2008 |
| Annual General Meeting | 5 August 2008 |
| 2008/2009 | |
| Half Year End | 30 September 2008 |
| Half Year Results and | |
| Dividend Announced | 25 November 2008 |
| Record Date for Interim | |
| Dividend and DRP | 5 December 2008 |
| Interim Dividend Paid | 17 December 2008 |
| Note: Dates subject to alteration |
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FROM A POSITION OF STRENGTH
Campbell Brothers Limited is an Australian diversified services company with operations around the globe.
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50
CPB SHARES
40 !@#$%^&()_ S&P/ASX ALL ORDINARIES
ACCUMULATION INDEX
30
20
10
0
Shareholder Returns
1 YR 3 YRS 5 YRS 10 YRS
48.7%
44.6%
24.5%
18.3%
16.0%
14.2%
11.2%
-6.0%
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Listed on the Australian Securities Exchange since 1952, Campbell Brothers offers state-of-the-art analytical testing services internationally as well as commercial chemicals and cleaning solutions throughout Australia and the Pacific and hospitality wares distribution throughout Australia and New Zealand.
The Company is committed to achieving strong and consistent managed growth throughout its operations by seizing new business opportunities and acquiring complementary businesses which add depth and value to the Company.
Campbell Brothers’ focus remains on developing robust and resilient business units which meet existing and emerging market needs with the aim of producing ongoing exceptional returns for shareholders.
Over the past 10 years, an investment in the Company’s shares has achieved an annual rate of return of 24.5 percent, outperforming the benchmark All Ordinaries Accumulation Index’s return of 11.2 percent over the same period.
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GLOBAL OPERATIONS
Campbell Brothers consists of three market-leading business divisions operating across Australia, Asia, the Pacific, North and South America, Africa and Europe. These business divisions provide a range of services and products tailored to the demands of each market.
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Operates from more than 148 sites in 41 countries on six continents.
Employs over 6,800 staff worldwide.
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BUSINESS DIVISIONS
ALS Laboratory Group
A global leader in the provision of analytical laboratory and technical services to international environmental, minerals, coal and tribology (used oil) markets. Other markets include food, microbiology, electronics, ecotoxicology, occupational health and air quality.
Campbell Chemicals
Specialises in the importation, manufacture and distribution of cleaning solutions and chemicals to commercial operations throughout Australia and the Pacific.
Reward Distribution
A major distributor of chemicals, paper, tableware, kitchenware and associated non-food consumables to the hospitality and institutional markets across Australia and New Zealand.
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08
FINANCIAL HIGHLIGHTS
The Company will pay a final, partly franked (50%) dividend for 2008 of 60 cents per share (2007: 42 cents) at the 30% tax rate (2007: 30%). The total dividend for the year will be 95 cents (2007: 70 cents).
Year at a glance
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800
700
600
500
400
300
200
100
0
Sales Revenue ($000)
772,286
662,654
522,654
435,562
390,369
2004 2005 2006 2007 2008
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| Year at a glance | ||
|---|---|---|
| 31 | March 2008 | 31 March 2007 |
| $000 | $000 | |
| Sales Revenue | 772,286 | 662,654 |
| Net Proft After Tax (excluding unusual items) | 71,270 | 51,648 |
| Share Capital | 223,111 | 208,692 |
| Total Equity | 338,205 | 299,547 |
| Earnings per Share (cents) attributable to | ||
| members (excluding unusual items) | 137.13 | 100.17 |
| Dividends per Share (cents) | 95.0 | 70.0 |
| Net Tangible Asset Backing per Share ($) | 2.07 | 3.16 |
| Gearing Ratio (%) | ||
| (net debt/(net debt + total equity)) | 36.1 | 22.9 |
| Interest Cover (times) | 12.2 | 23.6 |
Sales
Total sales revenue for the Group was $772.3 million for 2008, a 16.5% increase on the $662.7 million recorded in 2007.
Sales revenue up 16.5% to $772.3 million
The revenue generated by each division was as follows:
| 2008 | 2007 | Change | |
|---|---|---|---|
| DIVISION | $000 | $000 | % |
| ALS Laboratory Group | 468,043 | 342,150 | 36.8 |
| Campbell Chemicals* | 152,819 | 139,235 | 9.8 |
| Reward Distribution | 145,743 | 134,998 | 8.0 |
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%
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Profit
Consolidated net profit after tax (excluding unusual items) attributable to members of the Company was $71.3 million for 2008, an increase of 38% on the $51.7 million achieved last year.
Profit contribution from ordinary activities excluding unusual items, tax and corporate overheads for each division was as follows:
| 2008 | 2007 | Change | |
|---|---|---|---|
| DIVISION | $000 | $000 | % |
| ALS Laboratory Group | 112,488 | 79,486 | 41.5 |
| Campbell Chemicals* | 9,680 | 7,765 | 24.7 |
| Reward Distribution | 4,595 | 5,506 | -16.5 |
- Restated for sale of the consumer products contract manufacturing business in FY2008.
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Total dividend up 35.7% to 95 cents per share.
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80
70
60
50
40
30
20
10
0
71,270
51,648
34,177
25,005
17,939
2004 2005 2006 2007 2008
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140
120
100
80
60
40
20
0
137.13
100.17
75.37
61.24
45.14
2004 2005 2006 2007 2008
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Net Profit After Tax excluding unusual items attributable to members ($000)
Earnings Per Share excluding unusual items attributable to members (cents)
Underlying profit for the year (excluding unusual items) up 38.0% to $71.3 million
Earnings per share up 36.9% to 137.13 cents
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HEALTH AND SAFETY
Campbell Brothers prides itself on a world class occupational health and safety compliance system. The Company operates globally and must ensure it provides a safe workplace for all its employees and that the needs of customers are met in an efficient and compliant manner.
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10
8
6
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2
0
Group LTIFR Trend
(As at 31 March)
2004 2005 2006 2007 2008
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Health and Safety Performance
The most indicative figure of the health and safety performance of the Campbell Group is the Lost Time Injury Frequency Rate (LTIFR) which measures the number of Lost Time Injuries (LTIs)* per million hours of work (Reported as per AS1885).
*LTI is a work injury that results in an inability to work for at least one full day or shift any time after the day or shift in which the injury occurred.
The Group achieved a good result in safety performance during 2007/2008, recording a LTIFR of 6 (a 25% reduction from the preceding year). Regional areas such as Mexico had over 480 days since a lost time injury and ALS South America have reduced their LTIFR from 9 to 5. Divisions such as Campbell Chemical have reduced their LTIFR from 11 to 4. The graph illustrates the substantial improvements made in LTIFR for the Group over the past 5 years.
Workers compensation claims also reduced during the year resulting in substantial savings in workers compensation insurance premiums. For example, in Australia savings of 37% were achieved.
Standards for Health Safety and Environment
Campbell Brothers views the safety of its employees, contractors, visitors, and the environment as a responsibility essential to its long term success.
The Company is committed to ensuring that all operations satisfy local legal requirements as well as a corporate HSE minimum standard (19 Goals) which is applied to all sites worldwide. Under the HSE standard each site must identify key HSE issues and manage these by addressing the following:
- Ensuring HSE resources are available;
Campbell Brothers is reaping the benefits of having long term strategies in place to manage its health and safety responsibilities.
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Ensuring managers are aware of their HSE responsibilities;
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Implementing a plan for managing injuries, incidents and site emergencies;
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Ensuring contractors work safely and do not harm the environment;
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Ensuring that key HSE information is available for all staff to view;
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Providing training on key HSE risks;
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Ensuring that staff have an opportunity to provide feedback;
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Ensuring that work areas are designed and maintained in a safe and environmentally conscious manner;
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Ensuring that all HSE incidents are reported and discussed so that we can learn from our experiences; and
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Completing a monthly HSE site audit.
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ORGANISATIONAL DEVELOPMENT
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peop
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Group Employees
In a competitive global marketplace, Campbell Brothers is committed to
attracting, developing and retaining skilled and dedicated employees.
Consistent with Campbell Brothers’ emergence as employees from various layers of the business rating the
a leading global services business, the Company performance of current and future executives against
has implemented programs focused on employee five core competency areas.
development and effective succession planning for
Already, the program has increased the number
current and future executives.
of promotions awarded to internal candidates and
Developing People for a Sustainable Future improved the performance and retention of targeted
The Campbell Brothers Executive Profiling Campaign executives.
(EPC), successfully implemented in Australia in February
Another key benefit of the EPC is the ability to use
2007, is proving a vital tool for managing the Company’s
data acquired through profiling to ensure that potential
most valuable asset – its people.
gaps in an individual’s or the Company’s skill base are
The EPC is an innovative and low-cost program that addressed. For example, the program provides a readily
aims to identify current and future strengths and accessible database for the executive team to identify
weaknesses in the organisation. The process gives staff appropriately qualified and motivated people for start
the opportunity to take the next step in developing their ups or transfer to acquired companies.
career within the Campbell Brothers group. Crucially, the
The Company is expanding the program to its
EPC provides valuable data to help identify and prepare
international offices to ensure that key talent in these
the right people for the right roles.
locations is identified and nurtured, and that the
Individuals involved in the campaign are assessed and Campbell Brothers culture is faithfully propagated
provided with feedback in relation to their management, globally.
leadership and technical skills. The employee and the
The EPC is now entrenched as an integral part of the
Company jointly prepare a targeted development plan
Company’s growth strategy, ensuring that plans are in
with assessment conducted via online appraisal, as well
place for the people who will lead the business today
as through individual discussions. The process involves
and tomorrow.
6,854
4,863
4,268
3,090
2,400
000 2004 2005 2006 2007 2008
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YEAR IN REVIEW
Campbell Brothers produced record sales, profits and dividends in 2007-08, demonstrating the value of the Company’s strategy of targeting high-growth markets in which it has a competitive advantage. A combination of recent acquisitions and organic growth provided the platform for the result.
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Full year result
In the past 12 months, Campbell Brothers continued its strategy of business expansion and diversification. Key activities during the year included:
Net profit for the full year ended 31 March 2008 was $76.8 million (including unusual items), a 30 percent increase on the previous year.
- ALS Laboratory Group entered a joint venture with one of the world’s largest mining and metals companies, MMC Norilsk Nickel, to provide geochemical and assay services to Norilsk and other international companies operating in Russia.
Net profit after tax attributable to the Company’s underlying operations was $71.3 million, up 38 percent compared to the same period a year ago.
Overview of result
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ALS acquired leading Australian coal services company ACIRL Pty Ltd for $76.8 million, securing the market leader in the domestic coal testing and analysis industry. ALS also acquired Witlab, a coal laboratory in South Africa.
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US-based e-Lab Analytical Inc was acquired by ALS in a deal worth approximately $22 million, expanding ALS’ network in the environmental analytical laboratory market.
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ALS entered a joint venture with JKTech Pty Ltd to create ALS Mineralogy, which will provide sophisticated, automated mineralogy and diagnostic services to global mining and mineral processing clients.
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Strategic divestment of the consumer products business.
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Restructuring of Reward Distribution.
Campbell Brothers extended its track record of consistent growth due in large part to another outstanding performance by the ALS Laboratory Group (ALS), which benefited from buoyant market conditions and the contribution of recent acquisitions.
ALS now accounts for approximately 88 percent of total divisional profit and more than 60 percent of revenue.
During the year, the division demonstrated its strength by achieving significant increases in both revenue and profits despite unfavourable movements in foreign exchange rates. Strong growth in the minerals analysis market across all geographic regions and acquisitions by the coal and environmental testing businesses provided the foundation for the excellent results.
Australian coal technology company ACIRL and USbased environmental laboratory group e-Lab, acquired in September 2007, integrated well and made contributions ahead of expectations. At the same time, ALS entered a joint venture with MMC Norilsk Nickel to provide geochemical and assay services in the high-growth Russian market as well as joining forces with the University of Queensland through their technology transfer company,
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REWARD DISTRIBUTION 4% CAMPBELL CHEMICALS 8% ALS LABORATORY GROUP 88%
Divisional Profit
Profit contributions from ordinary activities (excluding unusual items, tax and corporate overheads) for each division for year ended 31 March 2008
Net profit for the full year ended 31 March 2008 was $76.8 million (including unusual items), a 30 percent increase on the previous year.
JKTech Pty Ltd, to form ALS Mineralogy to provide automated mineralogy and diagnostic services to mining and mineral processing clients. Witlab, a coal laboratory in South Africa, was also acquired in November 2007.
In the latter part of 2007-08 the ALS Group developed a new strategic plan that will guide the division through to 2011. The review, designed to increase the focus on customers, systems and technology, includes restructuring ALS along divisional lines. Effective from April 1 2008, the new business divisions will be:
Minerals | Environmental | Coal | Tribology
ALS is also targeting the development of global businesses in the areas of oil, gas and food.
Elsewhere within the Company, revenue from Campbell Chemicals increased slightly compared to the previous corresponding period while profit was stronger, reflecting lower costs across the division. In particular, the Industrial Chemical and Panamex Pacific business units delivered stronger contributions, demonstrating the benefit of initiatives to control overheads and focus on higher margin market arrangements.
The consumer products contract manufacturing business was sold at the end of September, 2007.
Although revenue for Reward Distribution increased in 2007-08 contribution fell due to high levels of integration and restructuring costs incurred in rationalising products, warehouses, IT systems and administrative functions across the division’s national network. Adverse weather over summer also affected parts of the business in Queensland and the Northern Territory. However, the framework for profitable growth is now in place and the division began to display improvement in the new financial year.
Outlook for year ahead
The ALS division is expected to remain the largest contributor to group profit in 2008-09, benefiting from markets - minerals analysis in particular - that are forecast to remain buoyant for the next few years at least. A new divisional structure will allow ALS to better capitalise on its competitive advantage and proven business model and seize the opportunities on offer in the analytical and testing industry.
In the short-term, Campbell Brothers will continue to pursue initiatives to mitigate the impact on ALS of a weaker US currency. Measures implemented during the period under review included price reviews and moving to non-US dollar denominated contracts where appropriate.
Meanwhile, over the medium term ALS will continue to invest in growth through acquisitions, opening new laboratories and expansion of capacity in existing facilities. It will also focus on building its presence in high-growth markets such as Russia, China, Africa and India and attracting new customers in established markets.
Campbell Chemicals will seek to capitalise on a lower cost base and will pursue growth by focusing on servicing key markets.
Reward Distribution now has an operational foundation in place to concentrate on sales and delivering superior customer service.
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LABORATORY SERVICES
The ALS Laboratory Group is one of the largest and most successful commercial laboratory groups in the world, with operations on six continents offering a broad range of analytical testing services.
• Provides a range of analytical laboratory and technical services to international environmental, minerals, coal and tribology (used oil) markets. Other markets include food, microbiology, electronics, ecotoxicology, occupational health and air quality
- Processes more than 10 million samples per year
• Operates more than 100 laboratories in 38 countries across Australia, Africa, Asia, North America, South America and Europe
- Employs approximately 5,500 staff worldwide
Overview of the year
The ALS Laboratory Group enjoyed another record year in 2007-08, underpinning Campbell Brothers’ overall result with a contribution worth more than 60 percent of total revenue and 88 percent of total profit. The result was achieved despite unfavourable movements in foreign exchange rates.
ALS experienced strong demand across all its core businesses, particularly the mineral division which was driven by high commodity prices and a robust resources sector.
Recent acquisitions during the year: ACIRL Pty Ltd, Witlab and e-Lab Analytical Inc., also made significant contributions. These businesses were excellent additions to the Group and have integrated well, performing ahead of expectations.
In September 2007, ALS acquired ACIRL, the premier coal laboratory group in Australia, for $76.8 million. Based in Ipswich, Queensland, the business holds approximately 46 percent of the markets in which it operates and will provide the foundation on which ALS will build a global analytical and coal technology group serving the black coal industry.
Also in September 2007, ALS acquired e-Lab, a mid-sized environmental analytical laboratory group based in Houston, Texas, in a deal worth approximately $22 million. This strategic purchase gives ALS entry to the US – the world’s largest environmental testing market, worth in excess of $2 billion a year – and exposes the business to potential opportunities in the global energy sector.
In December 2007, ALS started the process of building its new Coal Division into a global business by acquiring Witlab in South Africa for $5 million in a deal that is already showing a significant payback. At the same time ALS committed to further expansion with a start up laboratory in Vancouver, Canada which will provide a full analytical service for the Canadian market.
ALS also entered two important joint venture arrangements during 2007-08. The first, with MMC Norilsk Nickel, was the culmination of two years of ground work and provides ALS with an entry into the testing services market in Russia, where exploration expenditure is now more than 50 percent of that in Australia and is growing at a faster rate.
A second commercial venture was entered into with JKTech Pty Ltd, the technology transfer company for the Julius Kruttschnitt Mineral Research Centre of the University of Queensland, to form ALS Mineralogy.
Operationally, shortening the turnaround time for laboratory samples was again a focus for ALS in 2007-08. Capacity expansion during the year allowed the Group to improve this key measure despite record increases in sample volumes. This remains a priority for ALS in the new financial year to ensure clients’ needs are met at a time of strong demand in the minerals industry.
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ALS contributed 88% of total divisional profit
Year ahead
ALS recently completed a new strategic plan to guide the Group through to 2011. The plan calls for a stronger focus on customers, systems and technology. To ensure this is achieved, ALS will now operate along divisional lines, as opposed to the geographically-oriented structure previously employed.
Under this new model, effective from April 1 2008, the four principal business divisions are:
• Minerals
• Environmental
- Coal
• Tribology
While a regional approach played an important role in building a global presence for ALS, the new divisional structure will allow the Group to take the next step in its development. A divisional approach will allow ALS to better focus on expanding the Group’s position and industry-leading capabilities in existing, rapidly-growing markets. The move is also expected to offer career opportunities to the many talented and committed staff within the division.
Prospects remain good for the minerals division; ALS Chemex in particular, with record metal prices driving demand for testing services. Expectations are for the market to remain buoyant until well past 2010.
Meanwhile, the Group is mindful of becoming overly exposed to a single market segment. Other parts of ALS are enjoying high demand, including the environmental division at a time when governments and businesses are becoming more aware of their obligations to conduct their operations in an environmentally sustainable manner.
Higher coal consumption and the increased capacity of Australian ports are expected to generate strong demand, too, for the recently established coal testing and analysis services business, ALS Coal. The acquisition of ACIRL will provide a welcome boost to the development of the division in Australia and internationally and will accelerate plans for further laboratories. Interest in coal exploration and development has never been higher and laboratories offering a full range of services and superior turnaround times will win a disproportionately higher share of the market.
In 2008-09, ALS will concentrate on maximising its competitive advantage, making new acquisitions and capitalising on opportunities in high-growth markets such as Africa, Russia, China and India, where it currently has relatively low exposure. The Group remains committed to start-ups, expansion and capacity increases to existing facilities and the introduction of new services to grow market share.
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LABORATORY SERVICES
The Group remains committed to start-ups, expansion and capacity increases to existing facilities and the introduction of new services to grow market share.
Snapshot of laboratory business divisions
Mineral Division
ALS Chemex is the premier provider of geo-analytical laboratory services to the global mining and exploration industries. The division operates specialised laboratories in all six continents to test geological materials such as soil and sediment samples, rock and drill cuttings as well as core samples.
ALS Mineralogy provides rapid SEM-based quantitative mineralogy services that automatically identify minerals and derive quantitative mineralogical reports for geologists and mineral processors.
Environmental Division
One of the largest and most geographically-diverse environmental testing businesses in the world, ALS Environmental provides consulting and engineering firms, industry and governments with reliable environmental testing data.
The following is an overview of activities conducted by the Group’s four core divisions during 2007-08
Coal Division
ALS Coal provides specialist services to the coal industry such as coal sampling and analysis and the certification of export cargoes.
Tribology Division
An independent provider of preventative maintenance oil analysis and diagnostic programs, the division services the mining, earthmoving, construction, transport, agricultural and industrial sectors.
In addition to the services provided by ALS’ four main divisions, other laboratory services include; food testing (where they provide accredited and independent testing services for the food industry); pharmaceutical testing (where a comprehensive suite of tests is available to assist manufacturers and suppliers determine quality compliance of raw materials and final products); the testing of electronic components such as disk drives for contaminants and ROHS services that determine whether harmful substances are present in consumer products.
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OVERVIEW OF ACTIVITIES
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Mineral Division
The division entered joint ventures with MMC Norilsk Nickel in Russia where a full service laboratory has recently been commissioned, and with JKTech Pty Ltd in Australia to provide high end mineralogy services to its global client base.
Growth in 2008-09 will primarily be driven by:
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Boosting share in targeted, high-growth markets, particularly in Africa, Europe and Asia
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Increased capacity of major hub labs in Peru, Vancouver, Perth and Johannesburg, as well as expansion of analytical capacity in Brazil
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Establishment of laboratory facilities in the Democratic Republic of the Congo, Finland, Colombia and Spain
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New laboratory in Ghana now on line
Coal Division
ALS completed the acquisitions of ACIRL, the premier coal laboratory group in Australia, for $76.8 million and Witlab in South Africa.
Growth in 2008-09 will primarily be driven by:
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ACIRL providing a foundation for international expansion
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Organic growth and strategic acquisitions
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New capacity in Newcastle, Vancouver (via startup laboratory) and South Africa (via recent Witlab acquisition)
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Strategic alliances with major customers
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Price increases and currency management
Environmental Division
ALS acquired e-Lab, a mid-sized environmental analytical laboratory group based in Houston, Texas, in a deal worth approximately $22 million.
Growth in 2008-09 will primarily be driven by:
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Broader geographic coverage throughout the US with strategic service depots
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In Australia, business to migrate to water supply/ quality work
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Focus in Europe on internal process engineering and business development
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Rebuilding and expansion of laboratory facilities in Perth
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New laboratory in Zacatecas in Mexico
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Expansion of facilities in Brisbane and Townsville (Australia), Reno (USA), Vancouver (Canada) and Vientiane (Laos) and
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New feeder laboratories in Africa and China
Tribology Division
This division caters for the growing international demand for used oil analysis.
Growth in 2008-09 will primarily be driven by:
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Continued strength in Australian mining sector, particularly iron ore
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Strengthening of the Australian team to support global expansion
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Strategic acquisitions in selected markets to extend global network
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Ongoing development of staff and standardisation of processes across all sites
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CAMPBELL CHEMICALS
Campbell Chemicals is one of Australia’s leading specialists in the importation, manufacture and distribution of chemical and associated hygiene products, along with the provision of engineering systems, water treatment technologies and distribution of a wide range of fast moving consumer goods throughout the Pacific region.
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Provides an extensive range of industrial, commercial and consumer products as well as engineering services
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Operates offices throughout Australia, New Zealand, North America and the South Pacific
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Employs more than 365 people
The Group operates across a range of industries from food and beverage processing, healthcare and hospitality to consumer goods, commercial cleaning, laundry and agriculture.
This business is focused on providing complete hygiene outcomes for the food and beverage industries through the provision of chemical and site service components.
During the year, tight control over expenses allowed the business to perform well, helping offset the challenges faced by the ongoing consolidation of the dairy industry. The continued investment in skills development for the sales team throughout the year resulted in quick replacement of business loss through dairy market consolidation. The market continues to change rapidly in the face of ever maturing environmental concerns necessitating this business to be at the forefront of product and cleaning process innovation. An example of Cleantec’s leadership in this area was this year’s launch of “FOODSAFE” a cleaning validation system, resulting in it being awarded three state and the prestigious national dairy industry association of Australia award for innovation.
The main business units within Campbell Chemicals are:
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Cleantec Food Hygiene Systems
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Cleantec Commercial Hygiene Systems
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Cleantec Laundry Systems
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Panamex Pacific
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Deltrex Chemicals
The division continued to improve its performance in the period under review, despite higher raw material costs and adverse movements in distribution costs associated with the increasing cost of crude oil. Overall, Campbell Chemicals delivered a pleasing increase in contribution after accounting for the sale of the consumer products contract manufacturing business in October 2007.
Outlook
In the year ahead, Cleantec FHS will pursue growth in non-traditional geographic markets while continuing to develop value added programmes for the existing customer base. Development plans for the New Zealand market remains on track and will continue to receive the planned focus and investment throughout the coming year. 2008/09 is expected to be a challenging year in the face of continued volatility in the cost of raw material builders. However, despite these challenges, significant organic growth is expected.
Review of business units as follows:
Cleantec FHS
Cleantec FHS is the leading supplier of cleaning and sanitising systems to Australia’s food, beverage, dairy and red-meat industry. It also has two specialised in-house business units in Cleantec Water Treatment and Cleantec Chemical Systems Engineering.
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Cleantec CHS
Cleantec CHS serves the cleaning and sanitising needs of the healthcare, hospitality and building services industries throughout Australia, New Zealand and the Pacific Islands. In particular, the business provides specialist products for commercial applications from hospital sterilisation through to kitchen hygiene.
Sales and contribution for this business retracted slightly in the period under review due to a drop in demand through the distributor base on the back of falling tourism numbers and slowing demand. Many initiatives were introduced during the year to ensure that costs remained under control while market development activities had only mixed success.
Outlook
The 2008/09 year will see active development of the internal house branded product range for the Reward Distribution Group. Continued focus on the training and development of the technical sales skills and active call planning will be a priority in the coming year to ensure that milestones and strategic sales growth objectives are met.
Cleantec Laundry Systems
Cleantec Laundry Systems provides a range of services to commercial laundries from equipment through to chemicals.
The year in review saw the business disrupted by installation difficulties and other issues arising from several machinery projects. This year saw margins in the machinery and projects side of the business squeezed as the two major competitive offerings in Australia saw fit to adopt a direct representative model in Australia as opposed to the previous agency model.
Outlook
The coming year will see this business consolidate its administration activities in Brisbane while taking a more pragmatic view on laundry equipment projects going forward. The prime focus will be the growth of chemical sales opportunities while seeing the equipment side of the business maximising water treatment sales prospects and only taking equipment projects where strategically important.
In 2008/09, Cleantec CHS will be combined with Cleantec Laundry Systems to further lower costs by removing duplication.
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08
CAMPBELL CHEMICALS
Panamex Pacific
Panamex Pacific is a significant exporter of consumer and industrial goods throughout the Pacific Islands. Papua New Guinea is the business’ largest single market, while others include North America, Fiji, New Caledonia and New Zealand.
In the past year Panamex Pacific enjoyed increased sales in strategically important markets and benefitted from cost-control initiatives introduced in the previous corresponding period.
Strategic product development continued during the year under review seeing the release of several products specifically tailored for the lucrative French Pacific territories with great success. An improvement in the PNG economic conditions, supported by significant efficiency improvements in manufacturing operations, saw the contribution from this business reach near historic levels. As a combined group, Panamex’s contribution is at historic highs and this trend will continue.
Outlook
The business will increase its imported product base in Papua New Guinea and continue to drive efficiency improvements. The platform is set for a good performance in 2008/09 from the Papua New Guinea market and the French territories that are included in the New Zealand business. At a strategic level development work will continue on expanding markettailored offerings to other like markets outside of the current Pacific boundary thus underpinning the aggressive growth opportunities that are ahead of this business.
Deltrex Chemicals
Deltrex Chemicals is one of Australia’s leading industrial and food chemical businesses, distributing a wide range of products and services to a host of industry sectors. The business supplies chemicals as raw material or in blended form as required. It also provides toll manufacturing to supply chemicals under the client’s own brand.
The 2007/08 result showed robust organic growth at a sales line combining with vigilant cost control to see contribution returned to acceptable levels. This business has in past years been significantly exposed to the vagaries of weather patterns, however portfolio management has now moved it to a point where there is now a product range for either drought or rain conditions. The year under review has been one of volatility in many of the product ranges in which it deals with, in particular, those products sourced from China. Unfortunately this trend is not showing any sign of abating and is likely to continue well into the coming year.
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Outlook
In the new financial year, Deltrex will continue to develop a product/ consumer portfolio that insulates the business from the weather cycle. It will examine entering new markets, such as water treatment, to broaden opportunities for growth. While the year ahead offers a degree of challenge due to the current level of uncertainty and variable trading conditions surrounding products sourced from China, this business unit is confident that the growth expectations for the 2008/09 year will be met.
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REWARD DISTRIBUTION
The Reward Distribution Group supplies non-food consumables to motels, hospitals, restaurants, fast food chains, five-star hotels, nursing homes, sporting clubs and the retail sector.
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Review of 2007-08
Contribution from Reward Distribution declined in 2007-08 despite an increase in revenue from acquisitions made over the past 18 months. The business incurred higher than expected integration costs as it rationalised its product range, warehouses, IT systems and administrative functions nationally.
During the period, the domestic hospitality market has endured a downturn with a rise in the Australian dollar making overseas travel more attractive. Rising interest rates and petrol prices also appear to have weakened the demand for tourism.
In December 2007, a new national leadership structure was implemented with the view of refining the purchasing function, emphasising the importance of marketing and identifying back-of-house distribution issues. The appointment of a National Corporate Accounts Manager in March 2008 further strengthened corporate capability.
Internally, the division’s operations continued to improve with a new leadership team introduced across the Brisbane and Gold Coast operations. This team has been focused on improving efficiencies within the areas of purchasing, customer service, inventory management and warehouse procedures.
North Queensland has also made progress through tighter controls over unnecessary expenditure. However, in late 2007 and early 2008 several sites in Queensland and the Northern Territory were affected by adverse weather conditions. The impact of these conditions saw a reduction in activity during the peak holiday season.
Opportunities for growth were identified within the Hospitality Store in Sydney. This includes the introduction
of commercial equipment and a revised commercial kitchenware and tabletop range. Ranging and service remain as an ongoing priority.
The Perth operation has also showed signs of improvement as the team expand their offering to the market, particularly in the areas of tabletop, paper goods and chemicals. Similarly, the New Zealand operation has also broadened their focus, resulting in significant growth of paper products.
2007/08 saw the launch of Reward Distribution’s Customer Partnership events. These events form an integral link between the business and its key customers. To date, events have been held in Sydney, Melbourne, Brisbane and the Gold Coast with the aim of strengthening relationships and improving Reward’s responsiveness to customer feedback. Further events are scheduled for 2008/09.
Work has been underway on the new Reward Distribution E-Commerce site due for launch in the latter part of 2008. This online tool will assist customers in researching the extensive product range, ordering online and managing their account. This tool will further assist Reward’s account managers in offering the right solution to their customers.
Management capability has been a focus with increased levels of communication and reporting requirements. Restructures have been implemented at various sites to ensure that day to day operational matters do not detract from the ability to service and grow our customer base. Business unit managers have been provided with an improved Human Resources service to assist with employment, performance management and training and development.
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08
REWARD DISTRIBUTION
The foundations required to operate Reward Distribution as a national, professionally-managed distribution business are now in place, freeing the division to focus its efforts on sales and the delivery of superior service.
Outlook for 2008-09
Improved performance in 2008-09 will deliver increasing profitability through measures such as improved rebate and credit control, greater warehouse efficiencies, firmer sales margins and reduced waste. The division will also concentrate on improved account management, inventory management, leadership development, and forecasting to identify medium and long-term risks. Tighter business controls, financial management, improved service and a professional image will attract more customers and deliver organic growth for the division.
Operationally, the Wagga Wagga site is earmarked for closure during 2008-09 whilst the Shepparton distribution centre will be replaced by a new sales office in the region. The use of Laverton as the distribution centre for Shepparton will enable the business to reap the benefits of increased warehouse efficiencies and reduced labour costs.
In May 2008, the Brisbane Showroom was relocated from Newstead to a newly appointed site in East Brisbane. This move has provided an opportunity to review the range within the Showroom, update the layout and provide undercover parking for customers. This move has also enabled the establishment of a ‘Showroom standard’ which can now be used to achieve consistency across all of Reward’s Showrooms.
Capability management and the retention of key personnel will remain a priority in 2008-09. Accredited sales training will commence for account managers and customer service employees in June 2008, and will be rolled out nationally. Awards for Customer Service and Warehousing Excellence will also commence in recognition of the invaluable service provided by our support personnel. Other initiatives will include the establishment of a Key Talent Think Tank aimed at harnessing the many skills and years of experience held within the business.
In November 2008, the Cairns distribution centre will be relocated. This move will enable the operation to review current warehousing procedures, rationalise its product range, and place further emphasis on its paper goods and chemical supply.
The New Zealand operation (currently known as Proclean) will be rebranded to Reward Distribution in June 2008. This will mark the commencement of a series of initiatives aimed at improving the professionalism and performance of the New Zealand sites. Investment in IT will result in an overhaul of the current operating system and will enable greater levels of integration between the New Zealand and Australian units. A review of their product range and the disposition of slow moving stock will further support an increase in profitability.
In an effort to offset weakness in the domestic hospitality market, and reduce the volatility in Reward Distribution’s revenue and earnings, the division will diversify beyond its traditional customers such as pubs, clubs, restaurants, resorts and cafes.
Nursing homes, correctional centres and hospitals will be targeted as the purchasing patterns of these organisations are more consistent and are not linked to entertainment expenditure.
Greater emphasis will be placed on compliance, strategic planning and capital expenditure through the introduction of a Balanced Scorecard for all Business unit managers. This, coupled with increased support from Reward executives and the implementation of a new performance management system, is aimed at improving the division’s compliance record and ensuring that managers are aligned with the overall strategic direction of the business.
The new structure will allow Reward Distribution to continue to build critical mass and integrate recent acquisitions, while pursuing initiatives to further streamline the division.
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GROUP MANAGEMENT
CAMPBELL BROTHERS LIMITED
Richard Stephens B Com, CA, MFTA
Group Finance Manager and Treasurer
Richard is responsible for the overall financial management of the Campbell Group, including treasury and taxation. He has extensive finance experience, having previously been employed in similar financial roles in the banking sector, most recently Suncorp-Metway Ltd.
Tim Mullen B Bus (Accounting), M Com Law, FCPA, FCIS
Company Secretary
Tim is responsible for corporate governance of the Campbell Group, incorporating company secretarial, legal management and investor relations. He has wide commercial experience, with previous employment in financial accounting roles with other public listed companies, namely Australian Provincial Newspapers and Queensland Nickel.
Michael Burcham B Sc, Grad Dip Env Qual, Grad Cert Risk
Management, Grad Dip AppCorpGov, MRACI, ACIS
Group Compliance and Risk Manager
Michael is responsible for the overall risk management of the Campbell Group, encompassing the development and implementation of a global corporate compliance program to meet relevant legislation, industry standards and codes of practice. He also oversees the group’s health & safety and internal audit programs, as well as management of group insurances.
Susan White B.Bus (Strategic Human Resources Management),
MBA (Occupational Health & Safety), GAICD
Group Organisational Development Manager
Susan was appointed Group Organisational Development Manager in January 2008. She is responsible for the Campbell Group’s workforce planning, especially talent development and executive succession. Other key areas of focus include human resources, organisational development and remuneration strategy. She has extensive global human resources leadership experience having previously held HR Director roles with WorleyParsons and MacDonnells Law.
ALS LABORATORY GROUP Henk Blok
Ph. D (Nuclear Chemistry), M Sc (Chemistry), Ing (Chemical Engineering)
Group Executive Vice President, Minerals Division
Henk is responsible for the strategic management of the ALS Group’s global Minerals Division. He was previously General Manager of the Chemex Labs Group acquired by ALS in 1999.
Brian Williams
B Sc (Aust Environmental Studies), Grad Dip Mgmt (Gen Mgmt), RACI
Group General Manager (Australia, Asia, Europe), Environmental Division
Brian is responsible for the strategic management and development of ALS’s Environmental Division in Australia, Asia and Europe. He has been with ALS since 1986 and has been instrumental in the development of ALS’s involvement in the environmental analysis market during that time.
Raj Naran B Sc (Chemistry), B A (Mathematics) Vice President (North America),
Environmental Division
Raj is responsible for the strategic management of the ALS Environmental Division in North America, including Canada, USA, and Mexico. Raj was the President and CEO of e-Lab Analytical, Inc. group headquartered in Houston, Texas, which was acquired by ALS in October
- He brings to the position a wealth of management and technical expertise related to the environmental testing industry. Prior to founding e-Lab, Raj held a number of senior management positions with US based and multinational laboratory companies.
Paul McPhee B. Economics, AIMM
Group General Manager, Coal Division
Paul is responsible for the strategic management of ALS’s global Coal Division. He has 23 years of coal and industry-related experience. Paul was CEO of ACIRL prior to ALS’s acquisition of the company in October 2007. He has held senior global marketing, business development and commodity analysis roles with several of the world’s leading enterprises including American Electric Power, BHP Billiton, and Rio Tinto.
Peter Jordan B App Sc (Chem)
Group General Manager, Tribology Division
Peter is responsible for the strategic management of the ALS Group’s global Tribology Division. He has been with the ALS Group for over 10 years, during which time he has been involved in a variety of business improvement activities, including the identification and analysis of new business opportunities. He was extensively involved in assisting with the development and implementation of business growth strategies in Europe and Africa for ALS. He has more than 20 years senior business management experience gained with a number of companies both in Australia and in Asia.
Greg Affleck B Bus (Accounting), CPA
Financial Controller, ALS Laboratory Group
Greg is responsible for the financial management of ALS’s global operations. He has extensive finance experience gained from more than twenty years employment with the ALS Group.
Brenda Caughlin Ph D
Vice President, Technology and LIMS Group, ALS Global
Brenda is responsible for technical development and oversight of the ALS Minerals group and Laboratory Information Management Systems for the global ALS group. She has a specialization in analytical spectroscopy and was instrumental in developing ICP services for the group and more recently, the integrated laboratory management system (GEMS) and client interface, Webtrieve, for the ALS Chemex group. Brenda has an international reputation as a geochemical expert, with over twenty five years experience in the industry.
CAMPBELL CHEMICALS
David Brown B Bus (Accountancy)
Group General Manager, Campbell Chemical
David is responsible for overall management of the Group’s chemical businesses, headquartered at Darra, Brisbane. He has been with Campbell Brothers for seven years. He has extensive commercial management experience, previously employed by Amcor/Southcorp in the plastic packaging industry for 15 years.
REWARD DISTRIBUTION
Chandra Clements B Sc (Psychology), B Bus (Human Resources and Industrial Relations), Grad Cert Com, AIMM
Group General Manager, Reward Distribution
Chandra was appointed Group General Manager of Reward Distribution in November 2007. She is responsible for overall management, strategy and development of the Group’s hospitality wares business, headquartered at the Gold Coast, Queensland.
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08
DIRECTORS
Members of the Board
From left to right: Tim Mullen (Company Secretary), Ray Hill, Geoff McGrath, Nerolie Withnall, Bruce Brown, Tony Love, Martin Kriewaldt and Greg Kilmister
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Geoffrey J McGrath MIIE.
Chairman and Independent Non-Executive Director Age 66
Mr McGrath became a director of Campbell Brothers in 2003 and was appointed chairman effective 1 August 2004. He retired from GWA International Limited in May 2003 after 43 years service, including the last 10 years as Managing Director. He is a director of Fletcher Building Limited (appointed July 2003) and GWA International Limited (appointed July 2004). He is Chairman of the Remuneration Committee and a member of the Audit and Compliance Committee.
Greg F Kilmister B. Sc. (Hons), F.R.A.C.I., M.A.I.G
Managing Director and Chief Executive Officer Age 52
Mr Kilmister was appointed Managing Director and Chief Executive of Campbell Brothers effective 1 September 2005. He first joined the Company in 1981 and was the General Manager of the Company’s highly successful ALS Laboratory Services Group from 1992 through to 2005.
Antony J Love B. Com., A.A.U.Q., F.A.P.I., F.A.I.C.D.
Independent Non-Executive Director Age 61
Mr Love was appointed a director of Campbell Brothers in 1986. He is Managing Director of McGee Isles Love Pty Ltd and a director of A.P. Eagers Limited (appointed March 1994) and Bank of Queensland Limited (appointed June 1995). He is a member of the Remuneration Committee.
Nerolie Withnall B.A., LL.B., F.A.I.C.D.
Independent Non-Executive Director Age 64
Mrs Withnall was appointed a director of Campbell Brothers in 1994. She is a director of Pan Australian Resources Limited (appointed May 1996), Alchemia Limited (appointed Oct 2003) and Hedley Leisure and Gaming Property Partners Limited (appointed June 2007, listed on ASX August 2007). She was previously a director of QM Technologies Limited (Sept 2003 – April 2008) and the Major Sports Facilities Authority. She is chairman of the Brisbane Institute and a member of the Takeovers Panel,
the Corporations and Markets Advisory Committee and the Senate of the University of Queensland, and formerly a member of the Council of the Australian National Maritime Museum. She is a former partner of Minter Ellison Lawyers. She is Chairman of the Audit and Compliance Committee.
Martin D Kriewaldt B.A., LL.B. (Hons), F.A.I.C.D.
Independent Non-Executive Director Age 58
Mr Kriewaldt was appointed a director of Campbell Brothers in 2001. He provides advice to lawyers Allens Arthur Robinson and insurance brokers Aon Corporation. He is Chairman of Opera Queensland Limited and a director of Suncorp-Metway Ltd (appointed Dec 1996), GWA International Limited (appointed 1992), Oil Search Limited (appointed April 2002) and Impedimed Limited (appointed March 2005, listed on ASX October 2007). He was previously a director of Peptech Limited from October 2003 to August 2007. He is a member of the Audit and Compliance Committee and the Remuneration Committee.
Raymond G Hill F.A.I.C.D.
Independent Non-Executive Director Age 66
Mr Hill was appointed a director of Campbell Brothers in 2003. He retired in July 2002 after a career spanning thirty years with Queensland dairy company Parmalat Australia Ltd (formerly Pauls Limited) including the last 8 years as Group General Manager/Managing Director. He remains a director of Parmalat Australia Ltd (unlisted public company). He is a member of the Audit and Compliance Committee.
Bruce R Brown B. Com., A.A.U.Q.
Non-Executive Director Age 63
Mr Brown was appointed a non-executive director of Campbell Brothers effective 1 October 2005. He retired as Managing Director and Chief Executive of the Company on 31 August 2005 after 30 years service. He is a director of Transpacific Industries Group Ltd (appointed March 2005). He was previously a director of Flight Centre Limited from December 2005 – November 2007.
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CORPORATE GOVERNANCE STATEMENT
For the year ended 31 March 2008
The policies and practices developed and implemented by the Board over many years meet or exceed the revised Principles and Recommendations set out in ASX’s Corporate Governance Council guidelines (ASX guidelines) which became effective from 1 January 2008.
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This statement and information identified therein are available on the Company’s website at www.campbell.com.au under the Corporate Governance section.
Principle 1: Board and management
A summary of the Company’s board charter is posted on the Company’s website which sets out the role, powers and responsibilities of the Board.
Principle 2: Board structure
During the financial year the Board comprised six nonexecutive directors (including the Chairman) and one executive director (the Managing Director). The names, skills and experience of the directors in office at the date of this Statement, and the period of office of each director, are set out in the Directors’ Report and in the Annual Report.
Independent professional advice
Each director has the right, at the Company’s expense, to seek independent professional advice in relation to the execution of Board responsibilities. Prior approval of the Chairman, which will not be unreasonably withheld, is required. Where appropriate, directors share such advice with the other directors.
Independence of directors
The Board considers that all directors, other than Mr G Kilmister (the Managing Director) and Mr B Brown (nonexecutive director), are independent of management influence. The Board distinguishes between the concept of independence, and the issues of conflict of interest or
material personal interests which may arise from time to time. Wherever there is an actual or potential conflict of interest or material personal interest, the Board’s policies and procedures ensure that:
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the interest is fully disclosed and the disclosure is recorded in the register of directors’ interests and in the Board minutes
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the relevant director is excluded from all considerations of the matter by the Board
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the relevant director does not receive any segment of the Board papers or other documents in which there is any reference to the matter.
Mr Brown was appointed a non-executive director on 1 October 2005. He was the former Managing Director and Chief Executive of the Company, retiring effective 31 August 2005. Accordingly, he does not meet the definition of an independent director as outlined in the guidelines. In the Board’s view, this in no way impacts on Mr Brown’s effectiveness and performance as a director nor does it affect Mr Brown’s ability to exercise independent judgment in carrying out his duties as a director.
The chairman of the Company is an independent nonexecutive director.
The roles of chairman and chief executive are exercised by separate individuals.
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CORPORATE GOVERNANCE STATEMENT
For the year ended 31 March 2008
Principle 2: Board structure continued
shareholders. The Board does not support a process by which companies are regulated in their dealings in these areas, beyond the consideration of their programs to ensure compliance with legal and ethical standards.
Nomination Committee
The full Board is the Nomination Committee and regularly reviews Board membership. This includes an assessment of the necessary and desirable competencies of Board members, Board succession plans and an evaluation of the Board’s performance, and consideration of appointments and removals.
A Code of Conduct which draws together all of the Company’s policies and codes has been established and a summary of its main provisions is available on the Company’s website.
Trading in company securities by directors, officers and employees
When a Board vacancy occurs, the Nomination Committee identifies the particular skills, experience and expertise that will best complement Board effectiveness, and then undertakes a process to identify candidates who can meet those criteria.
The Board has established written guidelines, set out in its Insider Trading Policy, that restrict dealings by directors and relevant employees in the Company’s shares, and in shares in other companies related to the Company’s operations.
Directors are not appointed for specific terms and are subject to rotational requirements for re-election. Criterion for continued office is effective contribution, which is regularly reviewed in the processes referred to above.
The Insider Trading Policy identifies certain periods when, in the absence of knowledge of unpublished price-sensitive information, directors and relevant employees may buy or sell shares. These periods include the four weeks following the announcement of half year and full year results and following the Annual General Meeting.
A summary of the role, rights and responsibilities of the Nomination Committee, as well as the committee’s policy for appointment of directors, is available on the Company’s website.
To protect in particular the confidentiality of potentially price sensitive information about the clients of the laboratory services division of the Company, all employees of that division are specifically prohibited from trading in the shares of a company which, at the time, is a client of the division.
Board performance
The Board undertakes an annual review of its performance together with an assessment of the Group’s executive management.
The Board provides an appropriate induction program for new directors, permits directors to obtain independent professional advice, have access to the Company Secretary, decide on the appointment and removal of the Company Secretary, and has procedures for the provision of information, including requests for additional information. The Company Secretary attends all Board meetings.
A summary of the main provisions of the Insider Trading Policy is published on the Company’s website.
Principle 4: Financial reporting
Certification of financial reports
The Managing Director and Group Finance Manager state in writing to the Board each reporting period that the Company’s financial reports 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. The statements from the Managing Director and Group Finance Manager are based on a formal sign off framework established throughout the Company and reviewed by the Audit and Compliance Committee as part of the six-monthly financial reporting process.
Induction and training programs for key executives are designed and implemented under the supervision of the Managing Director.
Principle 3: Ethical standards
Code of Conduct
Through established practices and policies the Board supports the need for directors and employees to observe the highest standards of behaviour and business ethics. All directors, managers and employees are expected to act with integrity, striving at all times to enhance the reputation and performance of the Group. The Board’s policies exceed all the ASX guidelines.
Audit and Compliance Committee
The Company has an established Audit and Compliance Committee operating under written terms of reference approved by the Board which are reviewed annually.
Appropriate training programs on the Group’s internal policies including workplace health and safety, environmental law compliance, trade practices legislation and affirmative action programs support this process.
The Audit and Compliance Committee comprises four independent non-executive directors with an independent chairman who is not also chairman of the Board. The names and qualifications of members of the Audit and Compliance Committee are set out in the Directors’ Report and in the Annual Report. Other non-executive directors of the Board are entitled to be present at all meetings of the Committee. Meetings of the Committee are attended, by invitation, by the Managing Director, the Group Finance Manager, the Group Compliance & Risk Manager, the engagement partner from the Company’s external auditor and such other senior staff or professional
The Board recognises that managing “natural, human, social and other forms of capital” may also assist in creating value for shareholders. To this end the Board seeks, by the individual contributions of directors and by encouraging activities of its executives, to uphold community standards and to maintain good relations with community and government organisations. However, the Board seeks to balance these considerations in order to ensure that the claims of legitimate stakeholders do not prejudice or diminish the legitimate expectations of
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CORPORATE GOVERNANCE STATEMENT
For the year ended 31 March 2008
A summary of the policies and procedures the Company has in place to ensure compliance with ASX Listing Rule disclosure requirements is published on the Company’s website.
people as may be appropriate from time to time. The number of meetings of the Committee held during the year are set out in the Directors’ Report.
Minutes of all Committee meetings are provided to the Board and the Chairman of the Committee also reports to the Board after each Committee meeting.
Principle 6: Shareholder communication
Communications strategy
Auditor independence
The Company aims to keep shareholders informed of the Company’s performance and all major developments in an ongoing manner. Information is communicated to shareholders through:
The external auditor, KPMG, has declared its independence to the Board through its representations to the Committee and provision of its Lead Auditor’s Independence Declaration to the Board, stating that there have been no contraventions of auditor independence requirements as set out in the Corporations Act or any auditors’ professional code. During the year, the Committee carried out a tender for the provision of external audit services for the Company. Based on the recommendation of the Committee, the Board confirmed the continued appointment of KPMG as external auditor of the Company.
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the annual report which is published on the Company’s website and distributed to shareholders where specifically requested;
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the half-year shareholders’ report which is published on the Company’s website and distributed to shareholders where specifically requested, containing summarised financial information and a review of the operations during the period since the annual report; and
The Audit partner is to be rotated as from the audit period commencing 1 April 2008. The Audit and Compliance Committee has examined detailed material provided by the external auditor and by management and has satisfied itself that the standards for auditor independence and associated issues are fully complied with.
- other correspondence regarding matters impacting on shareholders as required.
All material documents that are released publicly are made available on the Company’s web site.
Shareholders are also encouraged to participate in the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategies and goals. Important issues are presented to shareholders as separate resolutions.
The Audit and Compliance Committee’s terms of reference are available, along with other information suggested in the ASX guidelines, on the Company’s website.
Availability of auditor at AGM
Principle 5: Material disclosure
The senior engagement partner (or his representative) of the Company’s external auditor, KPMG, attends the Company’s annual general meetings and is available to answer questions from shareholders about the audit. The Chairman advises the shareholders of this at the commencement of each annual general meeting.
The Company has established policies and procedures for timely disclosure of material information concerning the Company. This includes internal reporting procedures in place to ensure that any material price sensitive information is reported to the Company Secretary in a timely manner. These policies and procedures are regularly reviewed to ensure that the Company complies with its obligations at law and under the ASX Listing Rules.
Principle 7: Risk management
Oversight of the risk management function
The Company places a high priority on risk management and identification throughout the Group’s operations and regularly reviews its adequacy in this regard. Under the guidance of the Audit and Compliance Committee, a comprehensive risk control program has been developed which includes legislative compliance, property protection and health, safety and environment audits using risk assessors, self audits, engineering and professional advisers.
The Company Secretary is responsible for communications with the Australian Securities Exchange including responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing information going to the ASX, shareholders and other interested parties. The matter of continuous disclosure is a permanent item on the agenda for all Board meetings and is specifically addressed by each director at those meetings.
The Company has a qualified Compliance and Risk Manager who oversees the design and implementation of the risk control program, monitors performance and develops appropriate programs to enhance awareness and compliance. These programs include training for employees, using both internal and external experts. Regular review meetings are held with divisional general managers and senior personnel to provide guidance and strategies for implementation of risk mitigation measures in their businesses.
The directors have obligations under a Disclosure of Interests and Transactions in Securities Agreement entered into with the Company to inform the Company of any securities trading in the Company.
The directors have made disclosure that they have no material margin lending terms in relation to their holding of Company securities that could impact on the Company’s share price.
Announcements made to the ASX by the Company are published on the Company’s website.
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CORPORATE GOVERNANCE STATEMENT
For the year ended 31 March 2008
Incentive (LTI) Plans which currently provide benefits where specified performance criteria are met.
Oversight of the risk management function continued
The Group Compliance and Risk Manager reports in writing to the Board each month and personally to meetings of the Audit and Compliance Committee and supervises not only the six-monthly sign off process but also the follow up of any non-compliances or identified areas requiring further training or risk management.
Key executives are those who are directly accountable and responsible for the operational management and strategic direction of the Company and the consolidated entity.
Remuneration Committee
Internal financial controls
The Board has an established Remuneration Committee, comprising three non-executive directors. Names of members and their attendance at meetings of the Committee are set out in the Directors’ Report.
The Company has an established internal audit function under the control of the Group Compliance and Risk Manager. Internal audits are carried out in regular consultation with the external auditors but are independent of them.
A summary of the Committee’s role, rights, responsibilities and membership requirements is available on the Company’s website.
The Group Finance Manager reports in writing and personally to each Board meeting, attends all meetings of the Audit and Compliance Committee and provides a written report to that Committee.
Structure of remuneration
The structure of non-executive directors’ remuneration and that of executives is set out in the ‘Remuneration Report’ section of the Directors’ Report.
Certification of risk management controls
In conjunction with the certification of financial reports under Principle 4, the Managing Director and Group Finance Manager state in writing to the Board each reporting period that:
Details of the nature and amount of each element of the remuneration of each director of the Company and each key executive of the Company and the consolidated entity having responsibility for its operational performance for the financial year are disclosed in the ‘Remuneration Report’ section of the Directors’ Report. The current level of nonexecutive directors’ fees is $550,000 per annum, exclusive of the Superannuation Guarantee Charge, which was last approved by shareholders at the 2006 AGM. Shareholders will be asked to adopt, as a non-binding vote, the Remuneration Report as contained in the Annual Report for the financial year ended 31 March 2008.
-
the statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board.
-
the Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects.
The statement from the Managing Director and Group Finance Manager is based on a formal sign off framework established throughout the Company and reviewed by the Audit and Compliance Committee as part of the sixmonthly financial reporting process.
Directors’ retirement benefits
There are no Directors’ retirement benefits other than statutory superannuation. Details are set out in the ‘Remuneration Report’ section of the Directors’ Report.
A description of the Company’s risk management policy and internal compliance and control system is available on the Company’s website.
Share plan
The Remuneration Committee is responsible for reviewing recommendations with respect to issues under the Company’s share plan, which was approved by shareholders at the 1996 AGM. Directors approve issues under the plan only after being satisfied that this is in accordance with the terms of shareholders’ approval. There were no new issues of shares under the plan during the year. There were no options granted during the year as the Board had previously resolved to cease the Option Plan.
Principle 8: Remuneration
The Remuneration Committee of the Board of Directors is responsible for recommending and reviewing remuneration arrangements for the directors, the chief executive officer and the senior executive team. The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Executives, other than the non-executive directors, are given the opportunity to receive their base remuneration in a variety of forms including cash and fringe benefits such as motor vehicles and expense payment plans. To assist in achieving these objectives, the Company’s remuneration policy links the nature and amount of executive directors’ and senior executives’ remuneration to the Company’s financial and operational performance. All key senior executives have the opportunity to qualify for participation in the Company’s Short Term Incentive (STI) and Long Term
Long Term Incentive (Equity) Plan
Shareholders will be asked to approve the Long Term Incentive (Equity) Plan (LTIP) as contained in the 2008 Notice of Meeting. It is proposed that the LTIP will be effective for the initial three year period commencing 1 April 2008.
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Corporate Social Responsibility
Campbell Brothers is committed to ensuring that it acts in a responsible and ethical manner in carrying out its business activities. It endeavours to achieve this by operating in ways that meet, or exceed, the ethical, legal, commercial and public expectations that society has of business.
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The following are some practices that the Company has adopted to engage stakeholders in relation to its business activities.
Community
Donations
The Campbell Brothers Group supports many charitable organisations in the communities it operates; hospitals, youth clubs, volunteer and not-for-profit organisations, and research institutes to name a few.
Sponsorships
Campbell Brothers continues to sponsor the Opera Queensland Young Artist Program.
Awards/Prizes
The Company makes available cash prizes for awards to students who gain the best grades in relevant subjects within the Commerce and Chemistry faculties at the University of Queensland and Queensland University of Technology in Brisbane.
Fundraising
Workplace
Employee Health and Wellbeing
Campbell Brothers is proactive in playing a vital role in the health of their employees through workplace strategies and creating a healthy workplace environment.
The Company runs an executive health program in Australia for its senior executives, in conjunction with Wesley Corporate Health. The program reviews the individual’s medical information, health and lifestyle. A similar health evaluation is offered to all overseas senior executives throughout the group who are in a high risk category.
The Company has a very active risk management program that has been addressing best practice in workplace manual handling injuries through employee education, workplace reengineering and the use of mechanical aids.
A healthy workplace environment reduces major employee health risk factors and improves employee productivity.
ALS Laboratory Group in North America holds an annual golf day to help raise funds in support of the Alberta Cancer Foundation.
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Corporate Social Responsibility
Workplace continued
Code of Conduct
Through established practices and policies the Board supports the need for directors and employees to observe the highest standards of behaviour and business ethics. All directors, managers and employees are expected to act with integrity, striving at all times to enhance the reputation and performance of the Group.
Appropriate training programs on the Group’s internal policies including workplace health and safety, environmental law compliance, trade practices legislation and affirmative action programs support this process.
Environment
The Company is committed to complying with environmental legislation, standards, and codes of practice relevant to the particular businesses in which it operates. Each of its main chemical manufacturing sites located in Brisbane, Sydney and Melbourne holds a current licence and or consent from the relevant environment protection authority or local council.
The Company participates directly in national industry associations, including ACCORD Australasia. ACCORD liaises with government authorities, reviews regulation and develops pro-active industry policies on relevant environmental issues.
Climate Change Initiatives
As part of the Company’s risk management program, a strategic plan has been developed for the period 2008 to 2011. Management of the Company’s impact on the environment is a key component of the strategic plan. In addition to the energy, water, and waste management programs already completed throughout the group in a number of divisions, there will be a coordinated approach across the group globally to identify the Company’s current impact on the environment and set targets that each business must strive to meet. A business report card will be completed annually reporting against these targets. Energy, waste and water efficiency programs will commence with site audits across all divisions establishing a baseline for the group. Greenhouse gas emissions will also be tracked (reported in tonnes of CO2 equivalent per year).
A recognition program will be established encouraging sites to go beyond key performance indicators set by the Company and will recognise best practice activities across the group. The ambition of the Company’s environmental management program is to reduce the group’s combined carbon footprint through energy efficiency programs and emission reduction schemes, and by investigating the use of renewable energy. The approach will be based on measuring, reducing and reporting the Company’s carbon footprint.
A number of environmental initiatives were implemented by the Company during the year, including:
-
installation of a stormwater drainage isolation system and new trade waste system at the Campbell Chemical site in Girraween which will improve the management and control of potential chemical spills on site and result in a reduced trade waste load being discharged to sewer,
-
an upgrade of the main chemical storage bund for the acid production centre at Campbell Chemical in Laverton ensuring any potential spills are contained within the production area, and
-
an external environmental review conducted at the Campbell Chemical Girraween site and the recently acquired coal testing facilities throughout Queensland and New South Wales.
The Company has also implemented a global Health Safety and Environment Minimum Standard. As part of the standard each site is required to implement regular meetings and training sessions with all staff on relevant environmental issues, conduct environmental risk assessments and audits, and senior management are to review all reported environmental incidents. External audits and internal reporting and monitoring ensure compliance with site licence conditions and relevant legislation throughout the year.
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FINANCIAL REPORT
For the year ended 31 March 2008
CONTENTS
| Directors’ Report (including Remuneration Report) | Directors’ Report (including Remuneration Report) | 28 |
|---|---|---|
| Income Statements | 37 | |
| Statements of Recognised Income and Expense | 38 | |
| Balance Sheets | 39 | |
| Statements of Cash Flows | 40 | |
| Notes to the Financial Statements | 41 | |
| 1. | Reporting entity | 41 |
| 2. | Basis of preparation | 41 |
| 3. | Signifcant accounting policies | 41 |
| 4. | Financial and capital risk management | 48 |
| 5. | Determination of fair value | 49 |
| 6. | Segment reporting | 49 |
| 7. | Other income | 51 |
| 8. | Signifcant expenses | 51 |
| 9. | Unusual items | 51 |
| 10. | Auditors’ remuneration | 51 |
| 11. | Net fnancing costs | 52 |
| 12. | Income tax expense | 52 |
| 13. | Earnings per share | 54 |
| 14. | Cash and cash equivalents | 54 |
| 15. | Trade and other receivables | 55 |
| 16. | Inventories | 55 |
| 17. | Other current assets | 55 |
| 18. | Investments accounted for using the equity method | 56 |
| 19. | Other investments | 56 |
| 20. | Current tax assets and liabilities | 56 |
| 21. | Deferred tax assets and liabilities | 57 |
| 22. | Property, plant and equipment | 58 |
| 23. | Intangible assets | 60 |
| 24. | Trade and other payables | 61 |
| 25. | Investment property | 61 |
| 26. | Loans and borrowings | 61 |
| 27. | Capital and reserves | 63 |
| 28. | Total equity reconciliation | 65 |
| 29. | Financial instruments | 66 |
| 30. | Operating leases | 69 |
| 31. | Capital commitments | 69 |
| 32. | Contingencies | 70 |
| 33. | Deed of cross guarantee | 70 |
| 34. | Consolidated entities | 72 |
| 35. | Reconciliation of cash fows from operating activities | 73 |
| 36. | Acquisitions of subsidiaries and minority interests | 73 |
| 37. | Discontinued operations | 74 |
| 38. | Key management personnel disclosures | 76 |
| 39. | Non-key management personnel related party disclosures | 78 |
| Directors’ Declaration | 79 | |
| Independent Auditor’s Report | 80 | |
| Lead Auditor’s Independence Declaration | 81 |
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
DIRECTORS’ REPORT
For the year ended 31 March 2008
The directors present their report together with the financial report of Campbell Brothers Limited (“the Company”) and of the Group, being the Company and its controlled entities, for the year ended 31 March 2008 and the auditor’s report thereon.
1. Directors
4. Review and results of operations
The directors of the Company at any time during or since the end of the financial year are:
The year to March 2008 saw the Group achieve excellent results in both financial performance and execution of its strategic plan. The Group continued to pursue its policy of maintaining growth and generating the best possible return on its investments. In particular, the ALS Laboratory Group has continued with its strategy of becoming a global provider of a diverse range of analytical testing services.
Geoffrey J McGrath MIIE.
Chairman and Independent Non-Executive Director Age 66
Greg F Kilmister B. Sc. (Hons), F.R.A.C.I., M.A.I.G Managing Director and Chief Executive Officer Age 52
Net profit
Underlying net profit after tax (excluding unusual items) attributable to equity holders of the Company increased by 38.0% to $71.27 million for the year ended 31 March 2008, from the $51.65 million achieved last year. The result was realised from a turnover of $772.29 million, representing a 16.5% increase on the $662.65 million in 2007.
Antony J Love B. Com., A.A.U.Q., F.A.P.I., F.A.I.C.D. Independent Non-Executive Director Age 61
Nerolie Withnall B.A., LL.B., F.A.I.C.D. Independent Non-Executive Director Age 64
The major factor behind this increase has been the continuing strong performance of the ALS Laboratory Group which has experienced ongoing demand for its environmental and minerals testing services.
Martin D Kriewaldt B.A., LL.B. (Hons), F.A.I.C.D. Independent Non-Executive Director Age 58
Raymond G Hill F.A.I.C.D. Independent Non-Executive Director Age 66
Directors have declared a final partly franked (50%) dividend for the year of 60 cents per share (2007: 42 cents partly franked) bringing the total partly franked (50%) dividend for the year to 95 cents (2007: 70 cents partly franked).
Bruce R Brown B. Com., A.A.U.Q. Non-Executive Director Age 63
The consolidated result including discontinued operations is summarised:
| is summarised: | |
|---|---|
| This Year Last Year $’000 $’000 |
|
| Revenue Proft before fnancing costs, income tax and unusual items Net fnancing costs Income tax expense relating to proft before unusual items Proft after income tax before unusual items Net (proft) / loss attributable to minority interests before unusual items Proft before unusual items, attributable to equity holders of the company Unusual items net of income tax attributable to equity holders of the company - refer note 9 to the fnancial statements Proft attributable to equity holders of the company |
772,286 662,654 |
111,760 83,989 (9,775) (6,849) (30,330) (25,540) |
|
| 71,655 51,600 (385) 48 |
|
| 71,270 51,648 |
|
| 5,549 7,418 |
|
| 76,819 59,066 |
2. Company Secretary
Tim Mullen B. Bus, M. Com Law, F.C.P.A, F.C.I.S.
Mr Mullen was appointed Company Secretary of Campbell Brothers on 27 February 2007. He is a Chartered Secretary and a member of CPA Australia. He has a background in financial and commercial management and company secretarial practice. He has been with Campbell Brothers for eleven years. His main responsibilities are corporate governance and legal management of the Group.
3. Principal activities
The principal activities of the Group during the course of the financial year were:
-
Provision of consulting and analytical laboratory services.
-
Manufacture and distribution of cleaning agents and chemicals for both domestic and industrial customers.
-
Distribution of non-food consumables to the healthcare, building services, hospitality and leisure industries.
During the year the Group sold the consumer products contract manufacturing business – refer note 37 to the financial statements. There were no other significant changes in the nature of the activities of the Group during the year.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
DIRECTORS’ REPORT
For the year ended 31 March 2008
4. Review and results of operations continued
Net profit continued
5. Dividends
Dividends paid or declared by the Company since the end of the previous financial year are:
Contributions from business divisions are as follows:
ALS Laboratory Group
| 2008 | 2007 | Increase | |
|---|---|---|---|
| $’000 | $’000 | ||
| Revenue | 468,043 | 342,150 | 36.8% |
| Segment contribution | 112,488 | 79,486 | 41.5% |
ALS Laboratory Group posted record revenue and profit contribution during the year despite the unfavourable effects of movements in foreign exchange markets. The results which are characterised by an improved return on revenue were derived from very strong market growth in minerals analysis across all regions and acquisitions in the environmental and coal testing sectors during the past year – refer State of Affairs below.
ALS has begun the March 2009 financial year with a new management structure re-organised along the lines of global business divisions. This approach is designed to ensure the business remains focussed on its strategy of becoming a global provider of a diverse range of analytical testing services.
Campbell Chemicals
| 2008 | 2007 | Increase | |
|---|---|---|---|
| $’000 | $’000 | ||
| Revenue | 152,819 | 139,235 | 9.8% |
| Segment contribution | 9,680 | 7,765 | 24.7% |
The Chemicals division recorded increased revenue and contribution from both the Panamex Pacific and Industrial Chemical business units during the year.
Panamex Pacific derived higher sales revenue from strategically important markets and has benefited from cost control initiatives introduced in the previous year. The Industrial Chemical business produced an improved result despite tightening margins, assisted by a robust approach to controlling overheads.
Both business units will concentrate on deriving continued growth from a focus on servicing new and existing markets in the year ahead.
Reward Distribution
| Reward Distribution | |||
|---|---|---|---|
| 2008 | 2007 | Increase/ | |
| $’000 | $’000 | (Decrease) | |
| Revenue | 145,743 | 134,998 | 8.0% |
| Segment contribution | 4,595 | 5,506 | (16.5)% |
Reward Distribution experienced a fall in profitability despite higher revenue during the financial year. The business has continued to incur high levels of integration and restructuring costs as it rationalises products, warehouses, IT systems and administrative functions across its national network.
The division’s new management team is implementing a strategy to ensure the future profitable growth of the business. Performance improvements are expected to become evident during the first half of the coming year. It will concentrate on deriving maximum value from being a professionally managed distributor in a national market.
| Cents | Franked | ||
|---|---|---|---|
| per | amount | Total | |
| share | (cents) | $’000 | |
| Ordinary dividends | |||
| declared and paid | |||
| during the year: | |||
| Final 2007, | |||
| paid 2 July 2007 | 42.0 | 21.0 | 21,681 |
| Interim 2008, | |||
| paid 17 December 2007 | 35.0 | 17.5 | 18,174 |
| Total amount | 39,855 | ||
| Ordinary dividend | |||
| declared after the | |||
| end of the fnancial year: | |||
| Final 2008, | |||
| to be paid 1 July 2008 | 60.0 | 30.0 | 31,282 |
The financial effect of this dividend has not been brought to account in the financial statements for the year ended 31 March 2008 and will be recognised in subsequent financial reports.
The franked components of all dividends paid or declared since the end of the previous financial year were franked based on a tax rate of 30%.
6. State of affairs
Changes in the state of affairs of the Group during the financial year resulted from its continued strategy of business expansion and diversification in laboratory testing services. Details are as follows:
-
ALS Laboratory Group increased its global presence in environmental testing with the acquisition of the USbased e-Lab Analytical group in August 2007;
-
During the year, ALS entered into two strategic joint ventures with:
-
MMC Norilsk Nickel to provide geochemical and assay services to Norilsk and other international companies operating in Russia and
o Australian technology transfer company, JKTech Pty Ltd, for the provision of automated mineralogy and diagnostic services to mining and mineral processing clients;
-
ALS grew its profile in global black coal analytical and technology services with two acquisitions during the year - ACIRL Pty Ltd in Australia and Witlab (Proprietary) Limited in South Africa; and
-
A strategic decision was made to sell the consumer products contract manufacturing business in September 2007.
In the opinion of the directors there were no other significant changes in the state of affairs of the Group that occurred during the financial year under review not otherwise disclosed in this report or the consolidated financial statements.
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08
DIRECTORS’ REPORT
For the year ended 31 March 2008
7. Remuneration report
Remuneration policies
Overview of remuneration policies – audited
The Board recognises that the continued growth and strong financial performance of the Group depends upon its ability to attract and retain highly skilled executives in a competitive environment. To address this need the Board has established a Remuneration Committee, which is guided by a Remuneration Committee Charter. The Charter determines the terms of reference for the Remuneration Committee which includes the management of the Group’s Executive and Board Remuneration Policy.
The Remuneration Committee of the Board of Directors is responsible for reviewing and recommending compensation arrangements for the directors, the chief executive officer and other key management personnel. The Remuneration Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and management team. Executives are given the opportunity to receive their base emolument in the form of cash and non-cash benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating additional cost for the Group. The Remuneration Committee obtains independent advice on remuneration strategy and the appropriateness of remuneration packages given trends in comparative companies locally and internationally.
Non-executive Directors Remuneration Framework – audited
Total remuneration for all non-executive directors, last voted upon by shareholders at the 2006 AGM, is not to exceed $550,000 (excluding Superannuation Guarantee Charge) per annum. Non-executive directors do not receive options on securities or any other performance based remuneration. Directors’ fees cover all main board activities including membership of board committees. In considering the level of remuneration for non-executive directors, the Remuneration Committee takes into account independently sourced survey data and other information about the level of fees and benefits being paid to non-executive directors by comparable companies.
The current fee structure effective from 1 July 2007 is outlined below:
| Audit and | |||
|---|---|---|---|
| Compliance | Remuneration | ||
| Board | Committee | Committee | |
| $ | $ | $ | |
| Chairman | 120,000 | 25,000 | 5,000 |
| Member | 60,000 | 12,500 | 2,500 |
The above amounts are the remuneration paid annually and are exclusive of mandatory superannuation contributions payable by the Group on behalf of the directors.
Executive Director and Executive Remuneration Framework – audited
The Board is committed to delivering fair and equitable remuneration and reward practices that motivate executives, taking into account internal and external relativities and the Group’s ability to meet commercial objectives.
Pursuant to the Executive and Board Remuneration Policy the Group’s reward structure for invited executives comprises the following elements:
-
Fixed remuneration comprising pre-determined cash and benefits.
-
Variable (“at risk”) remuneration comprising incentive payment opportunities with a short term (annual) and long term (three year) focus.
-
Recognition and non-financial reward.
The remuneration policy aims to ensure that:
-
Rewards are competitive in motivating, attracting and retaining executive talent to deliver continued and sustainable growth in total shareholder returns.
-
Executives receive a level of reward that reflects the Group’s performance and is also commensurate with the executive’s performance, contribution and experience.
-
Remuneration is aligned with and supports the Group’s business strategies and capability requirements.
Fixed remuneration – audited
Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any FBT charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds.
Remuneration levels are reviewed annually by the Remuneration Committee through a process that considers individual, business unit, and overall performance of the Group and market practices. In addition external consultants provide analysis and advice to ensure key management personnel’s remuneration is competitive in the market place.
At risk remuneration – audited
The objective of variable “at risk” remuneration is to encourage exceptional performance, to focus effort on key business drivers, and to reward performance and contribution. To this end senior executives may be invited to participate in the Group’s Executive Incentive Scheme providing Short Term (‘STI’) and Long Term (‘LTI’) Incentives approved by the Board. The incentives available under this scheme are at risk and contingent upon the achievement of defined financial performance hurdles that must be delivered by the executive during the period.
The hurdles may relate to both financial and individual targets. Financial performance targets relate to either the Group, or business unit results relevant to each individual. Individual performance targets relate to key objectives (KPIs) that must be delivered by the executive during the period.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
DIRECTORS’ REPORT
For the year ended 31 March 2008
7. Remuneration report continued
At risk remuneration – audited continued
The STI plan is an at risk cash bonus structure for which the incentive period runs until the end of each financial year. Performance hurdles for individual executives are determined annually and ratified by the Remuneration Committee. Executives STIs may not exceed 30% as a proportion of the individual executive’s total employment cost, and range between 10% and 30% as individually determined by the Remuneration Committee.
Other executives who are not subject to the STI plan are entitled to annual bonuses where profitability criteria are achieved, subject to final approval by the Remuneration Committee which has the ultimate discretion over payment.
The Group maintains a LTI plan aimed at achieving ongoing growth in the business units within return on investment parameters. The plan operates to provide invited executives a secondary at risk cash performance bonus, which is measured incrementally over a three year hurdle horizon. Performance targets are ratified by the Remuneration Committee at the beginning of each three year period.
The Group proposes to introduce a share-based LTI plan during the year to March 2009. Approval for the new plan will be sought from shareholders at the AGM in August 2008.
Consequences of performance on shareholders wealth – unaudited
In considering the Group’s performance and creation of shareholder wealth, the Remuneration Committee has regard for the following performance indicators in respect of the current financial year and the previous four financial years.
The strategy of the Remuneration Committee in maintaining the Group’s Executive Remuneration Policy is to align growth in shareholder value with reward provided to the executive. This has both a short and long term (three years) focus.
The primary performance hurdles for executives under the STI and LTI plans are:
-
NPAT targets in relation to the Group or EBIT targets where these are in relation to specific business units.
-
The STI plan provides financial stretch targets for executives based on NPAT or EBIT criteria which executives must achieve in order to receive 100% of their “at risk” STI. This “at risk” STI component is pro rated where the executive’s business unit does not attain the stretch target but may still reach minimum financial performance hurdles.
-
The LTI plan similarly rewards executives on achieving pre-determined NPAT or EBIT criteria however the hurdle horizon focuses on a cumulative three year cycle. Minimum financial hurdles are set for each of the three intervening financial periods and are cumulative year on year. The cumulative performance hurdle is assessed at the end of the three year period and the “at risk” LTI component becomes payable or is forfeited by the executive at this time. The existing LTI three year hurdle horizon expired on 31 March 2008.
The stretch targets and minimum financial performance hurdles governing the operation of both the STI and LTI plans are ratified independently by the Remuneration Committee.
The Remuneration Committee considers that the above performance-linked remuneration structure is generating the desired outcome.
Other benefits – audited
Executive directors and senior executives can receive their base remuneration as a proportion of their total employment cost as non-cash benefits, under the terms and conditions of their appointment. Non-cash benefits may typically include the provision of items which may be taxed on a concessional basis for FBT purposes (e.g. the provision of motor vehicles) and the Group pays fringe benefits tax on these benefits. Directors and executives are also entitled to salary sacrifice base remuneration as additional superannuation contributions.
Service contracts
Contract details – audited
The Group has not entered into any formal service contracts with its non-executive directors. Executives have appropriate contractual arrangements. In the event of termination without cause, the Group is required to pay between three and twelve months of salary.
Equity based remuneration – audited
Shares are issued from time to time at the discretion of the Board of Directors under the Employee Share Plan, as approved by shareholders at the 1996 AGM. It provides for eligible employees, including executives and executive directors, to acquire ordinary shares in the Company. The price of shares issued under the Employee Share Plan is determined at the discretion of directors and may be less than the prevailing market price. Shares acquired by an executive under the Employee Share Plan are held by a trustee for at least three years, during which time they cannot be sold unless the executive ceases employment with the Group. Refer Note 27 to the financial statements.
| Year ended 31 March | 2008 | 2007 | 2006 | 2005 | 2004 |
|---|---|---|---|---|---|
| $’000 | $’000 | $’000 | $’000 | $’000 | |
| Proft attributable to equity holders of the company | 76,819 | 59,066 | 34,843 | 34,344 | 14,641 |
| Proft (excluding unusual items and amortisation of | |||||
| goodwill) attributable to equity holders of the company | 71,270 | 51,648 | 34,177 | 25,005 | 17,939 |
| Dividends paid | (49,456) | (36,072) | (23,560) | (17,297) | (13,183) |
| Share Price ($) | 25.00 | 22.10 | 14.80 | 9.41 | 6.12 |
| Change in share price ($) | 2.90 | 7.30 | 5.39 | 3.29 | 1.78 |
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
DIRECTORS’ REPORT
For the year ended 31 March 2008
7. Remuneration report continued
Directors’ and executive officers’ remuneration (Consolidated)
Details of the nature and amount of each major element of remuneration of each director of the Company and each of the named Company executives and relevant Group executives who receive the highest remuneration are:
| In AUD |
Short-term | Long-t | erm | Post-em | ployment | Value of share based payments $(d) |
Total $ |
||
|---|---|---|---|---|---|---|---|---|---|
| Salary & fees $ |
STI cash bonus $(a) |
Non- monetary benefts $(b) |
LTI cash bonus $(c) |
Other long term |
Super- annuation benefts $ |
Termination benefts $ |
|||
| Directors Non-executive directors Mr GJ McGrath 2008 2007 Mr A J Love 2008 2007 Mrs N Withnall 2008 2007 Mr M D Kriewaldt 2008 2007 Mr R G Hill 2008 2007 Mr B R Brown 2008 2007 Executive directors Mr G F Kilmister 2008 2007 Executives Mr H Blok 2008 2007 Mr D Brown 2008 2007 Ms C Clements (e) 2008 2007 Mr N Thompson 2008 (retired 31 Mar 2008) 2007 Mr P Davis (ceased employment 2008 5 Oct 2007) 2007 Mr A Austin (ceased employment 2008 5 Apr 2007) 2007 Mr R Murphy (ceased employment 2008 28 Feb 2007) 2007 |
|||||||||
| 136,875 | - | - | - | 466 | 12,319 | - | - | 149,660 | |
| 127,133 | - | - | - | 455 | 11,442 | - | - | 139,030 | |
| 62,500 | - | - | - | 466 | 5,625 | - | - | 68,591 | |
| 58,567 | - | - | - | 455 | 5,271 | - | - | 64,293 | |
| 83,750 | - | - | - | 466 | 7,538 | - | - | 91,754 | |
| 76,667 | - | - | - | 455 | 6,900 | - | - | 84,022 | |
| 74,375 | - | - | - | 466 | 6,694 | - | - | 81,535 | |
| 68,567 | - | - | - | 455 | 6,171 | - | - | 75,193 | |
| 71,875 | - | - | - | 466 | 6,469 | - | - | 78,810 | |
| 66,667 | - | - | - | 455 | 6,000 | - | - | 73,122 | |
| 30,000 | - | - | - | 466 | 35,400 | - | - | 65,866 | |
| - | - | - | - | 455 | 61,767 | - | - | 62,222 | |
| 606,174 | 217,500 | 40,940 | 130,000 | 466 | 102,090 | - | - | 1,097,170 | |
| 500,937 | 195,000 | 63,488 | - | 455 | 99,059 | - | 378,000 | 1,236,939 | |
| 398,055 | 145,500 | 5,405 | 85,667 | 243 | 78,195 | - | - | 713,065 | |
| 415,436 | 135,000 | 6,226 | - | 237 | 9,564 | - | - | 566,463 | |
| 213,291 | 80,250 | 33,353 | 16,571 | 243 | 20,194 | - | - | 363,902 | |
| 198,979 | 16,309 | 34,184 | - | 237 | 18,906 | - | - | 268,615 | |
| 89,484 | 14,063 | - | - | 91 | 8,054 | - | - | 111,692 | |
| - | - | - | - | - | - | - | - | - | |
| 207,274 | - | 25,048 | - | 70,141 | 137,687 | - | - | 440,150 | |
| 133,407 | - | 26,026 | - | 237 | 102,219 | - | - | 261,889 | |
| 106,176 | - | 15,665 | - | 22,088 | 30,156 | 300,000 | - | 474,085 | |
| 163,957 | - | 24,543 | - | 237 | 49,392 | - | - | 238,129 | |
| 15,347 | - | 1,695 | - | 68,289 | 325 | 276,666 | - | 362,322 | |
| 171,875 | 82,500 | 24,254 | - | 237 | 77,927 | - | - | 356,793 | |
| - | - | - | - | - | - | - | - | - | |
| 222,667 | - | - | - | 217 | - | - | - | 222,884 | |
| Total Compensation: key management 2008 personnel (Group) 2007 |
|||||||||
| 2,095,176 | 457,313 | 122,106 | 232,238 | 164,357 | 450,746 | 576,666 | - | 4,098,602 | |
| 2,204,859 | 428,809 | 178,721 | - | 4,587 | 454,618 | - | 378,000 | 3,649,594 | |
| Total Compensation: key management 2008 personnel (Company) 2007 |
|||||||||
| 2,095,176 | 457,313 | 122,106 | 232,238 | 164,357 | 450,746 | 576,666 | - | 4,098,602 | |
| 1,566,756 | 293,809 | 172,495 | - | 4,133 | 445,054 | - | 378,000 | 2,860,247 |
(a) STI cash bonuses are paid annually following the end of the preceding financial year. The grant date is tied to the performance appraisal which for the current year was completed by 31 March. The specific service and performance criteria are set out earlier in this note.
(b) Non-monetary benefits include payment of allowances, provision of other benefits such as motor vehicles, fringe benefits tax thereon and an amount representing commercial interest that would have been charged during the period on the executive’s outstanding employee loan balances owed to the Company had these loans not been interest free.
(c) LTI cash bonuses are paid over the three year period immediately following grant date which falls at the end of each three year performance appraisal period. The grant date for the most recent appraisal period was 31 March 2008. The specific service and performance criteria are set out earlier in this note.
(d) The fair value of remuneration element of shares issued on 25 July 2006 to Mr Kilmister pursuant to a resolution of shareholders at the 2006 AGM was calculated as being the difference between the issue price and market price at that date. The issue price was determined at the time of his appointment as Managing Director and CEO on 1 September 2005 by reference to the prevailing market price.
(e) Ms C Clements was appointed to the position of General Manager, Reward Distribution Group on 12 November 2007. Prior to that date she did not meet the definition of a key management person.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
DIRECTORS’ REPORT
For the year ended 31 March 2008
7. Remuneration report continued
Analysis of bonuses included in remuneration - unaudited
Details of the vesting profile of the short term and long term incentive cash bonuses awarded as remuneration to each of the named executives are detailed below:
| Executives Mr G F Kilmister 2008 2007 Mr H Blok 2008 2007 Mr D Brown 2008 2007 Ms C Clements 2008 2007 Mr N Thompson 2008 2007 Mr P Davis 2008 2007 Mr A Austin 2008 2007 |
Short Term Incentive | Long Term Incentive | ||||
|---|---|---|---|---|---|---|
| Included in remuneration $(a) |
% vested |
% forfeited (b) |
Included in remuneration $(a) |
% vested |
% forfeited (b) |
|
| 217,500 | 100 | - | 130,000 | 100 | - | |
| 195,000 | 100 | - | - | - | - | |
| 145,500 | 100 | - | 85,667 | 100 | - | |
| 135,000 | 100 | - | - | - | - | |
| 80,250 | 100 | - | 16,571 | 33 | 67 | |
| 16,309 | 21 | 79 | - | - | - | |
| 14,063 | 100 | - | - | - | - | |
| - | - | - | - | - | - | |
| - | - | 100 | - | - | 100 | |
| - | - | 100 | - | - | - | |
| - | - | - | - | - | - | |
| - | - | 100 | - | - | - | |
| - | - | - | - | - | - | |
| 82,500 | 100 | - | - | - | - |
(a) Amounts included in remuneration for the financial year represents the amount that vested in the financial year based on the achievement of personal goals and satisfaction of specified performance criteria.
(b) The amounts forfeited are due to the performance or service criteria not being met in relation to the financial year.
Proportion of performance related and option based remuneration – unaudited
Details of each of the named executives performance related remuneration as a proportion of their total remuneration is detailed below. No option based remuneration was awarded in either of the years ended 31 March 2007 or 2008.
| Executives Mr G F Kilmister Mr H Blok Mr D Brown Ms C Clements Mr N Thompson Mr P Davis Mr A Austin |
Proportion of remuneration performance based % |
|
|---|---|---|
| 2008 | 31.7 | |
| 2007 | 15.8 | |
| 2008 | 32.4 | |
| 2007 | 23.8 | |
| 2008 | 26.6 | |
| 2007 | 6.1 | |
| 2008 | 12.6 | |
| 2007 | - | |
| 2008 | - | |
| 2007 | - | |
| 2008 | - | |
| 2007 | - | |
| 2008 | - | |
| 2007 | 23.1 |
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
DIRECTORS’ REPORT
For the year ended 31 March 2008
8. Environmental regulation
The Group is committed to complying with environmental legislation, standards, and codes of practice relevant to the particular business in the areas in which it operates. The main chemical manufacturing facilities, located in Brisbane, Sydney and Melbourne, are regulated under State and local government legislation. Each site holds a current licence and or consent from the relevant environment protection authority or local council.
Environmental management
As part of the Group’s compliance program, environmental matters are reported on monthly by all divisional managers. In addition, internal sign-offs are completed by all managers on a six-monthly basis, reporting on performance against relevant environmental legislation and key environmental risks in their area of operations.
Apart from complying with local legal requirements each site location across the world operates under the corporate health safety and environment minimum standard which sets out 19 key standards including identification and management of key environmental risks, emergency planning, reporting environmental incidents, and conducting monthly audits.
The Group participates directly in national industry associations, namely ACCORD Australasia. ACCORD liaises with government authorities, reviews regulation and develops pro-active industry policies on relevant environmental issues.
Initiatives
There were a number of environmental initiatives implemented during the year including:
-
A stormwater drainage isolation system was installed at the Campbell Chemical site in Girraween which improved the management and control of potential chemical spills on site,
-
Capital expenditure was approved for a new trade waste treatment plant for Campbell Chemical at Girraween that will result in a reduced trade waste load being discharged to sewer,
-
An upgrade was conducted on the main chemical storage bund for the acid production centre at Campbell Chemical in Laverton ensuring any potential spills are contained within the production area,
-
An external environmental review was conducted at Campbell Chemical Girraween,
-
External environmental reviews were conducted on recently acquired coal testing facilities throughout Queensland and New South Wales and
-
An online environmental training program was rolled out to all divisions of the Group assessing the competence of site managers and business managers in relation to environmental compliance, risk management, site licenses, contaminated land and site planning approvals.
Performance against environmental compliance requirements
There were no material breaches of environmental statutory requirements and no fines, penalties or prosecutions during the year. Internal and external audits and internal reporting and monitoring have indicated a high level of compliance with site licence conditions, relevant legislation and corporate minimum standards.
9. Events subsequent to reporting date
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 company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial years.
10. Likely developments
During the next financial year, the Group will continue to pursue increases in profitability and market share of the business units in its diversified portfolio. Ongoing business strategies will focus on maintaining growth and ensuring the Group generates the best possible return on its investments.
11. Directors’ interests
The relevant interest of each director in the share capital of the Company as notified by the directors to the Australian Securities Exchange in accordance with section 205G(1) of the Corporations Act 2001 as at the date of this report is:
| Ordinary shares | |
|---|---|
| Mr G J McGrath | 237,438 |
| Mr G F Kilmister | 141,338 |
| Mr A J Love | 47,000 |
| Mrs N Withnall | 1,921 |
| Mr M D Kriewaldt | 53,909 |
| Mr R G Hill | 12,000 |
| Mr B R Brown | 50,000 |
There are no unissued ordinary shares of the Company under option. Refer “Share options” below.
12. Directors’ meetings
The number of directors’ meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the financial year are:
| Board Meetings |
Audit and Compliance Committee (2) |
Remuneration Committee Meetings |
|
|---|---|---|---|
| Mr G J McGrath(1) Mr G F Kilmister Mr A J Love(1) Mrs N Withnall Mr M D Kriewaldt(1) Mr R G Hill Mr B R Brown(1) |
A B 9 9 9 9 9 9 9 9 9 9 9 9 9 9 |
A B 4 3 - - 1 1 4 4 4 3 4 4 1 1 |
A B 3 3 - - 3 3 - - 3 3 - - - - |
A – Number of meetings held during the time the director held office during the year
B – Number of meetings attended
-
(1) Messrs Love and Brown were appointed members for one Audit and Compliance Committee meeting in place of Messrs McGrath and Kriewaldt, who were absent due to unforeseen commitments.
-
(2) Although not members of the Audit & Compliance Committee (except where otherwise appointed), Mr Love, Mr Brown and Mr Kilmister are eligible to attend all meetings of the Committee as permitted by the Committee’s charter.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
DIRECTORS’ REPORT
For the year ended 31 March 2008
13. Share options
The Group’s Executive Share Option Plan (ESOP) was terminated by the Board during the year to March 2006. All options previously held by executives were exercised during the year ended 31 March 2006.
14. Indemnification and insurance of directors and officers
Indemnification
Under its Constitution, and by resolution of the Board, the Company has agreed to indemnify to the extent permitted by law and the Corporations Act 2001:
-
every person and employee who is or has been an officer of the Company or of a Group entity where requested to do so, including a director or secretary, against any liability (other than for legal costs) incurred by that person or employee as an officer of the Company or of a Group entity (including liabilities incurred by that person or employee as an officer of the Company or of a Group entity where the Company requested that person or employee to accept that appointment).
-
every person and employee who is or has been an officer of the Company or of a Group entity where requested to do so, including a director or secretary, against reasonable legal costs incurred in defending an action for a liability incurred by that person or employee as an officer of the Company or of a Group entity (including such legal costs incurred by that person or employee as an officer of the Company or of a Group entity where the Company requested that person or employee to accept that appointment).
15. Non-audit services
During the year KPMG, 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 and compliance committee, is satisfied that the provision of those non-audit 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 Company and have been reviewed by the audit and compliance committee to ensure they do not impact the integrity and objectivity of the auditor; 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 Company, acting as an advocate for the Company or jointly sharing risks and rewards.
Details of the amounts paid to the auditor of the Company, KPMG, and its related practices for audit and non-audit services provided during the year are set out below. In addition, amounts paid to other auditors for the statutory audit have been disclosed:
Insurance premiums
During the financial year the Company paid insurance premiums in respect of directors’ and officers’ liability and legal expense insurance contracts, for current and former directors and senior executives, including senior executives of its controlled entities. The current directors are listed elsewhere in this report. The insurance relates to:
-
costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and
-
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.
It is a condition of the policies that premiums paid and terms and conditions of the policies are not to be disclosed.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
DIRECTORS’ REPORT
For the year ended 31 March 2008
15. Non-audit services continued
| 15. Non-audit servicescontinued | |
|---|---|
| In AUD | Consolidated The Company 2008 2007 2008 2007 |
| Audit services Auditors of the Company KPMG Australia: Audit and review of fnancial reports Other KPMG member frms: Audit and review of fnancial reports Other auditors Audit and review of fnancial reports Other services KPMG Australia Audit of share register, annual general meeting proxies and other assurance services Other assurance and investigation services KPMG related practices Due diligence services Other KPMG member frms: Taxation Services |
299,000 290,800 188,800 186,300 279,462 332,578 - - |
| 578,462 623,378 188,800 186,300 89,480 79,873 - - |
|
| 667,942 703,251 188,800 186,300 |
|
| 5,000 14,200 5,000 11,950 1,000 21,496 1,000 21,496 - 5,000 - 5,000 118,000 59,615 - - |
|
| 124,000 100,311 6,000 38,446 |
16. Lead auditor’s independence declaration
The Lead auditor’s independence declaration is set out on page 81 and forms part of the directors’ report for the financial year ended 31 March 2008.
17. Rounding off
The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated.
Signed in accordance with a resolution of the directors:
==> picture [91 x 22] intentionally omitted <==
G J McGrath Chairman Brisbane 27 May 2008
==> picture [156 x 58] intentionally omitted <==
G F Kilmister Managing Director Brisbane 27 May 2008
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
INCOME STATEMENTS
For the year ended 31 March 2008
| In thousands of AUD Note |
Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Continuing operations Restated Restated Revenue from sale of goods 292,367 268,184 97,861 89,841 Revenue from rendering of services 468,663 343,011 608 688 761,030 611,195 98,469 90,529 Other income 7 1,884 704 40,667 25,229 Changes in inventories of fnished goods and work in progress 11,537 5,763 (739) (1,113) Raw materials and consumables purchased (244,264) (217,456) (56,173) (50,001) Employee expenses (226,577) (175,337) (22,495) (21,189) Warehousing and distribution costs (27,954) (21,693) (5,347) (5,146) Amortisation and depreciation (27,930) (22,890) (3,533) (3,238) Selling expenses (8,225) (6,862) (832) (769) Administration and other expenses (128,586) (91,466) (16,805) (10,353) Share of net profts of associates and joint venture accounted for using the equity method 18 1,652 1,001 - - Gain on sale of investment in CCI Holdings Ltd 9 6,214 - - - Proft before fnancing costs 118,781 82,959 33,212 23,949 Financial income 11 860 744 717 1,033 Financial expenses 11 (10,635) (7,593) (5,140) (1,817) Net fnancing costs (9,775) (6,849) (4,423) (784) Proft before income tax 109,006 76,110 28,789 23,165 Income tax expense 12 (32,172) (25,259) 3,328 671 Proft from continuing operations 76,834 50,851 32,117 23,836 Discontinued operations Proft of discontinued operations (net of income tax) 37 370 8,167 370 2,097 Proft for the period 77,204 59,018 32,487 25,933 Attributable to: Equity holders of the company 76,819 59,066 32,487 25,933 Minority interest 385 (48) - - Proft for the period 77,204 59,018 32,487 25,933 Basic earnings per share 13 147.81c 114.56c Diluted earnings per share 13 147.81c 114.56c Basic earnings per share from continuing operations 147.84c 99.03c Diluted earnings per share from continuing operations 147.84c 99.03c Dividends per share 27 95c* 70c See discontinued operations – Note 37 The income statements are to be read in conjunction with the notes to the fnancial statements set out on pages 41 to 78. |
Restated Restated 292,367 268,184 97,861 89,841 468,663 343,011 608** 688 |
| 761,030 611,195 98,469 90,529 1,884 704 40,667 25,229 11,537 5,763 (739) (1,113) (244,264) (217,456) (56,173) (50,001) (226,577) (175,337) (22,495) (21,189) (27,954) (21,693) (5,347) (5,146) (27,930) (22,890) (3,533) (3,238) (8,225) (6,862) (832) (769) (128,586) (91,466) (16,805) (10,353) 1,652 1,001 - - 6,214 - - - |
|
| 118,781 82,959 33,212 23,949 |
|
| 860 744 717 1,033 (10,635) (7,593) (5,140) (1,817) |
|
| (9,775) (6,849) (4,423) (784) |
|
| 109,006 76,110 28,789 23,165 (32,172) (25,259) 3,328 671 |
|
| 76,834 50,851 32,117 23,836 370 8,167 370 2,097 |
|
| 77,204 59,018 32,487 25,933 |
|
| 76,819 59,066 32,487 25,933 385 (48) - - |
|
| 77,204 59,018 32,487 25,933 |
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
STATEMENTS OF RECOGNISED INCOME AND ExPENSE
For the year ended 31 March 2008
| In thousands of AUD Note |
Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Net change in fair value of available-for-sale fnancial assets 27 Net change in fair value transferred to proft 27 Foreign exchange translation differences 27 Gain / (loss) on hedge of net investments in foreign subsidiaries 27 Net gain / (loss) on cash fow hedges taken to equity 27 Net income / (loss) recognised directly in equity Proft for the period Total recognised income and expense for the period Attributable to: Equity holders of the company 28 Minority interest Total recognised income and expense for the period |
- 4,453 - - (4,453) - - - (5,880) (3,463) - - (630) 1,749 - - (841) (345) (841) (345) |
| (11,804) 2,394 (841) (345) 77,204 59,018 32,487 25,933 |
|
| 65,400 61,412 31,646 25,588 |
|
| 65,015 61,460 31,646 25,588 385 (48) - - |
|
| 65,400 61,412 31,646 25,588 |
All movements in recognised income and expense are disclosed net of applicable income tax.
Other movements in equity arising from transactions with owners as owners are set out in note 28.
The statements of recognised income and expense are to be read in conjunction with the notes to the financial statements set out on pages 41 to 78.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
BALANCE SHEETS
As at 31 March 2008
| In thousands of AUD Note |
Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Asset Cash and cash equivalents 14 Trade and other receivables 15 Inventories 16 Other 17 Total current assets Receivables 15 Investments accounted for using the equity method 18 Investment property 25 Deferred tax assets 21 Property, plant and equipment 22 Intangible assets 23 Other investments 19 Total non-current assets Total assets 6 Liabilities Bank overdraft 14 Trade and other payables 24 Loans and borrowings 26 Income tax payable 20 Employee benefts Total current liabilities Loans and borrowings 26 Deferred tax liabilities 21 Employee benefts Other Total non-current liabilities Total liabilities 6 Net assets Equity Share capital 27 Reserves 27 Retained earnings Total equity attributable to equity holders of the company Minority interest Total equity 28 |
46,552 43,210 7,632 12,930 138,543 105,628 21,886 21,529 66,454 60,075 17,819 21,828 7,526 6,747 1,461 1,157 |
| 259,075 215,660 48,798 57,444 |
|
| 7,146 5,481 295,565 180,723 10,768 3,163 - - 11,378 - 11,378 - 6,874 4,151 1,746 3,011 152,074 134,566 22,368 35,413 230,193 136,533 6,819 6,757 161 16,375 18,334 15,298 |
|
| 418,594 300,269 356,210 241,202 |
|
| 677,669 515,929 405,008 298,646 |
|
| 1,317 505 - - 69,781 59,417 17,438 16,257 2,803 2,925 400 - 11,131 8,593 3,979 3,940 14,949 11,905 852 1,699 |
|
| 99,981 83,345 22,669 21,896 |
|
| 233,898 128,687 147,071 47,836 1,974 1,228 - - 2,572 2,140 2,061 1,917 1,039 982 - - |
|
| 239,483 133,037 149,132 49,753 |
|
| 339,464 216,382 171,801 71,649 |
|
| 338,205 299,547 233,207 226,997 |
|
| 223,111 208,692 223,111 208,692 (6,012) 5,792 (681) 160 120,502 83,538 10,777 18,145 |
|
| 337,601 298,022 233,207 226,997 604 1,525 - - |
|
| 338,205 299,547 233,207 226,997 |
The balance sheets are to be read in conjunction with the notes to the financial statements set out on pages 41 to 78.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
STATEMENTS OF CASH FLOWS
For the year ended 31 March 2008
| In thousands of AUD Note |
Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Cash fows from operating activities Cash receipts from customers Cash paid to suppliers and employees Cash generated from operations Dividends received Interest paid Interest received Income taxes paid Net cash from operating activities 35 Cash fows from investing activities Payments for property, plant and equipment Loans to controlled entities to fnance payment for acquisitions of non-current assets Loans to joint venture entity Repayment of loans by controlled entities from divestment Payments for net assets on acquisition of businesses and controlled entities (net of cash acquired) Additional payments in respect of prior year acquisitions of controlled entities Payment for the acquisition of minority interests in controlled entities Payment for investment in joint venture Dividend from associate Payments for other investments Proceeds from sale of other non-current assets Proceeds from divestment of interests in business segments Proceeds from divestment of consumer products contract manufacturing business Costs incurred in disposing of business segment Proceeds from sale of investment in CCI Holdings Ltd Dividend received from CCI Holdings Ltd Net cash from investing activities Cash fows from fnancing activities Proceeds from borrowings Repayment of borrowings Lease payments Lease receipts Dividends paid Net cash from fnancing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 April Effect of exchange rate fuctuations on cash held Cash and cash equivalents at 31 March 14 |
823,139 697,866 120,204 125,633 (706,585) (608,515) (114,798) (118,573) 116,554 89,351 5,406 7,060 |
| - - 40,000 25,000 (10,635) (7,593) (5,140) (1,655) 860 744 717 432 (27,203) (24,406) (9,147) (8,695) |
|
| 79,576 58,096 31,836 22,142 |
|
| (50,081) (39,094) (3,836) (2,873) - - (105,150) (71,401) (1,979) - - - - - - 48,000 (101,892) (41,778) - - (1,551) - - - (1,825) - - - (6,250) - - - 297 197 - - - (9,900) - - 1,514 885 76 180 - 48,000 - - 3,708 - 3,708 - - (663) - (267) 16,060 - - - 876 - - - |
|
| (141,123) (42,353) (105,202) (26,361) |
|
| 133,500 59,025 115,000 57,900 (39,228) (40,178) (22,085) (36,063) (5,802) (5,040) (712) (122) 816 127 816 127 (24,951) (18,837) (24,951) (18,837) |
|
| 64,335 (4,903) 68,068 3,005 |
|
| 2,788 10,840 (5,298) (1,214) 42,705 33,594 12,930 14,144 (258) (1,729) - - |
|
| 45,235 42,705 7,632 12,930 |
The statements of cash flows are to be read in conjunction with the notes to the financial statements set out on pages 41 to 78.
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41
C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
1. Reporting entity
Campbell Brothers Limited (the “Company”) is a company domiciled in Australia. The consolidated financial report of the Company for the year ended 31 March 2008 comprises the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in associates and jointly controlled entities.
2. Basis of preparation
(a) Statement of compliance
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (“AASBs”) (including Australian Interpretations) adopted by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The consolidated financial report of the Group and the financial report of the Company also comply with the IFRSs and Interpretations adopted by the International Accounting Standards Board.
The financial report was authorised for issue by the directors on 27 May 2008.
- (b) Basis of measurement
The financial report is prepared on the historical cost basis except that derivative financial instruments and available-for-sale financial assets are measured at fair value.
- (c) Functional and presentation currency
The financial report is presented in Australian dollars. The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report and Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated.
- (d) Use of estimates and judgements
The preparation of a financial report requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in the consolidated financial report. The comparative income statement has been represented as if an operation discontinued during the current period had been discontinued from the start of the comparative period – refer note 37.
(a) Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group 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 or convertible 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. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.
Investments in subsidiaries are carried at their cost of acquisition in the Company’s financial statements.
Associates and joint ventures
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions. The consolidated financial statements include the Group’s share of the total recognised gains and losses of associates and joint ventures on an equity accounted basis, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When the Group’s share of losses exceeds its interest in an associate or joint venture, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an associate or joint venture.
Transactions eliminated on consolidation
Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with associates are eliminated to the extent of the Group’s interest in the entity with adjustments made to the “Investment in associates” and “Share of associates net profit” accounts.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
3. Significant accounting policies continued
The fair value of interest rate contracts is the estimated amount that the Group would receive or pay to terminate the contract at the balance sheet date, taking into account current interest rates and the current creditworthiness of counterparties. The fair value of forward exchange contracts is their quoted market price at the balance sheet date, being the present value of the quoted forward price.
(b) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Nonmonetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined.
(d) Hedging
Cash flow hedges
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in equity. When the forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, or the forecast transaction for a non-financial asset or non-financial liability, the associated cumulative gain or loss is removed from equity and included in the initial cost or other carrying amount of the nonfinancial asset or liability. In other cases the amount recognised in equity is transferred to the income statement in the same period that the hedged item affects profit or loss.
Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Australian dollars at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated to Australian dollars at rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity.
For cash flow hedges, other than those covered by the preceding two policy statements, the associated cumulative gain or loss is removed from equity and recognised in the income statement in the same period or periods during which the hedged forecast transaction affects profit or loss. The ineffective part of any gain or loss is recognised immediately in the income statement.
Hedge of net investment in foreign operations
Foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment in a foreign operation are recognised directly in equity, in the foreign currency translation reserve, to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences are recognised in the income statement. When the hedged part of a net investment is disposed of, the associated cumulative amount in equity is transferred to the income statement as an adjustment to the gain or loss on disposal.
When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship, but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the income statement.
(c) Derivative financial instruments
The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.
Economic hedges
Where a derivative financial instrument is used to economically hedge the foreign exchange exposure of a recognised monetary asset or liability, no hedge accounting is applied and any gain or loss on the hedging instrument is recognised in the income statement.
(e) Property, plant and equipment
Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, derivative financial instruments are stated at fair value and changes therein are recognised immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged (see note 3(d)).
Owned assets
Items of property, plant and equipment are stated at cost less accumulated depreciation (see p43) and impairment losses (see note 3(j)). The cost of certain items of property, plant and equipment at 1 April 2004, the date of transition to AASBs, was determined by reference to its fair value at that date.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
3. Significant accounting policies continued
(e) Property, plant and equipment Owned assets continued
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of selfconstructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. Borrowing costs related to the acquisition or construction of qualifying assets are recognised in the income statement as incurred.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items 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 the income statement. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.
Reclassification to investment property
When the use of a property changes from owneroccupied to investment property, the property held at cost and reclassified as investment property.
Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both. Investment property is measured at cost and is depreciated on a straight line basis over the estimated useful life of 80 years.
Leased assets
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Lease payments are accounted for as described in note 3(q).
Subsequent costs
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred.
Depreciation
Depreciation is charged to the income statement on a straight-line and diminishing value basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives in the current and comparative periods are as follows:
| Buildings | 20-80 years |
|---|---|
| Plant and equipment | 3-10 years |
| Lease hold improvements | 5-20 years |
| Leased plant and equipment | 4-5 years |
| Product dispensers | 5-8 years |
The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.
- (f) Trade and other receivables
Trade and other receivables are stated at their cost less impairment losses (see note 3(j)).
- (g) Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.
- (h) Cash and cash equivalents
Cash and cash equivalents comprises cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
(i)
Intangible assets Goodwill
Business combinations
Business combinations prior to 1 April 2004
Goodwill is included on the basis of its deemed cost, which represents the amount recorded under previous GAAP. The classification and accounting treatment of business combinations that occurred prior to 1 April 2004 has not been reconsidered in preparing the Group’s opening AIFRS balance sheet at 1 April 2004.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
3. Significant accounting policies continued
(j) Impairment
Financial assets
(i) Intangible assets continued
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.
Business combinations since 1 April 2004
All business combinations are accounted for by applying the purchase method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is tested annually for impairment (see note 3(j)). In respect of associates, the carrying amount of goodwill is included in the carrying amount of the investment in the associate.
Negative goodwill arising on an acquisition is recognised directly in the income statement.
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in Groups that share similar credit risk characteristics.
Acquisitions of minority interests
Goodwill arising on the acquisition of a minority interest in a subsidiary represents the excess of the cost of the additional investment over the carrying amount of the net assets acquired at the date of exchange.
All impairment losses are recognised in the income statement. Any cumulative loss in respect of an available-for-sale financial asset recognised previously in equity is transferred to the income statement.
Subsequent measurement
Goodwill is measured at cost less accumulated impairment losses. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in the income statement. For availablefor-sale financial assets that are equity securities, the reversal is recognised directly in equity.
Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation (see below) and impairment losses (see note 3(j)).
Non-financial assets
Expenditure on internally generated goodwill and brands is recognised in the income statement as an expense as incurred.
The carrying amounts of the Group’s assets, other than inventories (see accounting policy g) and deferred tax assets (see accounting policy r), are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated (see “Calculation of recoverable amount” p45). For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date.
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.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Goodwill and intangible assets with an indefinite useful life are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives in the current and comparative periods are as follows: Capitalised computer software 3 - 10 years
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement, unless an asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through the income statement.
Impairment losses recognised in respect of cashgenerating units are allocated first to reduce the carrying amount of any goodwill allocated to cashgenerating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
3. Significant accounting policies continued
(j) Impairment continued
Calculation of recoverable amount
Impairment of receivables is not recognised until objective evidence is available that a loss event has occurred. Receivables are individually assessed for impairment.
The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. 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 an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. 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.
Reversals of impairment
An impairment loss in respect of an investment in an equity instrument classified as available for sale is not reversed through the income statement. If the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the income statement, the impairment loss shall be reversed, with the amount of the reversal recognised in the income statement.
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. An impairment loss in respect of goodwill is not reversed.
(k) Share capital
Transaction costs
Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit.
Dividends
Dividends are recognised as a liability in the period in which they are declared.
(l) Loans and borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest basis.
(m) Employee benefits
Defined contribution superannuation funds
Obligations for contributions to defined contribution superannuation funds are recognised as an expense in the income statement as incurred.
Long-term service benefits
The Group’s net obligation in respect of long-term service benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates, and is discounted using the rates attached to the Commonwealth Government bonds at the balance sheet date which have maturity dates approximating to the terms of the Group’s obligations.
Wages, salaries, annual leave and sick leave
Liabilities for employee benefits for wages, salaries, annual leave and sick leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees’ services provided to reporting date, are calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay as at reporting date including related on-costs, such as workers compensation insurance and payroll tax.
Share-based payment transactions
The employee share plan allows Group employees to acquire shares of the Company. The fair value of the remuneration element of shares issued is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at issue date and spread over the period during which the employees become unconditionally entitled to the shares. The fair value of shares issued is measured by reference to the issue price and market price on the date of issue taking into account the terms and conditions upon which the shares are issued.
(n)
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits that can be estimated reliably will be required to settle the obligation. If the effect is material, 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)
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 60-day terms.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
3. Significant accounting policies continued
Deferred tax is provided using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
(p) Revenue
Goods sold and services rendered
Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered is recognised in the income statement in proportion to the stage of completion of the transaction at the balance sheet date. The stage of completion is assessed by reference to surveys of work performed. No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due, the costs incurred or to be incurred cannot be measured reliably, there is a risk of return of goods or there is continuing management involvement with the goods.
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 reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(q) Expenses
Operating lease payments
Payments made under operating leases are recognised in the income statement on a straightline basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense and spread over the lease term.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend.
Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Tax consolidation
The Company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 April 2003 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is Campbell Brothers Limited.
Net financing costs
Net financing costs comprise interest payable on borrowings calculated using the effective interest method, interest receivable on funds invested and gains and losses on hedging instruments that are recognised in the income statement (see note 3(d)).
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 ‘separate taxpayer within group’ approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation.
Interest income is recognised in the income statement as it accrues, using the effective interest method. The interest expense component of finance lease payments is recognised in the income statement using the effective interest method.
Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries is 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 p45). Any difference between these amounts is recognised by the Company as an equity contribution or distribution.
Foreign currency costs
Foreign currency gains and losses are reported on a net basis.
(r) Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
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.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
3. Significant accounting policies continued
- (r) Income tax continued
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.
Nature of tax funding 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 payable (receivable) equal in amount to the tax liability (asset) assumed. The inter-entity payables (receivables) 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.
- (s) Segment reporting
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.
(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 taxation authority is included as a current asset or liability in the balance sheet.
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 taxation authority are classified as operating cash flows.
- (u) Discontinued operations
A discontinued operation is a component of the Group’s business that represents a separate area of operations that has ceased or been disposed of. Classification as a discontinued operation occurs upon cessation or disposal. When an operation is classified as a discontinued operation, the comparative income statement is restated as if the operation had been discontinued from the start of the comparative period.
(v) Available-for-sale financial assets
The Group’s investments in certain equity securities are classified as available-for-sale financial assets. Available for sale financial assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein other than impairment losses are recognised as a separate component of equity. When an investment is derecognised, the cumulative gain or loss in equity is transferred to the income statement.
- (w) Earnings per share
The Group 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.
(x) New standards and interpretations not yet adopted
The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 31 March 2008, but have not been applied in preparing this financial report:
-
AASB 8 Operating Segments replaces the presentation requirements of segment reporting in AASB 114 Segment Reporting. AASB 8 is applicable for annual reporting periods beginning on or after 1 January 2009 and is not expected to have an impact on the financial results of the Company and the Group as the standard is only concerned with disclosures.
-
Revised AASB 101 Presentation of Financial Statements introduces as a financial statement (formerly “primary” statement) the “statement of comprehensive income”. The revised standard does not change the recognition, measurement or disclosure of transactions and events that are required by other AASBs. The revised AASB 101 will become mandatory for the Group’s 31 March 2010 financial statements. The Group has not yet determined the potential effect of the revised standard on the Group’s disclosures.
-
Revised AASB 123 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The revised AASB 123 will become mandatory for the Group’s 31 March 2010 financial statements and will constitute a change in accounting policy for the Group. In accordance with the transitional provisions the Group will apply the revised AASB 123 to qualifying assets for which capitalisation of borrowing costs commences on or after the effective date.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
3. Significant accounting policies continued
Credit risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. The Company and Group do not require collateral in respect of financial assets. There is no single customer making up a material percentage of the Company’s and Group’s revenue. Geographic concentrations of trade receivables are - Australasia 50%, Americas 31% and other regions 19%. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the balance sheet.
-
(x) New standards and interpretations not yet adopted continued
-
AASB 2007-4 Amendments to Australian Accounting Standards arising from ED151 and other Amendments. This amendment will become mandatory for the Group’s 31 March 2009 financial statements. The impact has not yet been assessed.
-
AASB 2007-7 Amendments to Australian Accounting Standards. This amendment will become mandatory for the Group’s 31 March 2009 financial statements. The impact has not yet been assessed.
Goods are sold subject to retention of title clauses, so that in the event of non-payment the Company and Group may have a secured claim. The Company and Group do not require collateral in respect of trade and other receivables.
- AASB 2008-1 Amendments to Australian accounting standards – Share based payments: Vesting Conditions and Cancellations. This amendment will become mandatory for the Group’s 31 March 2010 financial statements. The impact has not yet been assessed.
Counterparties to transactions involving derivative financial instruments are large Australian and international banks which have excellent credit ratings and with whom the Company and Group have a signed netting agreement. Management does not expect any counterparty to fail to meet its obligations.
- Revised AASB 3 Business Combinations and revised AASB 127 Consolidated and Separate Financial Statements. These will become mandatory for the Group’s 31 March 2010 financial statements. The impact has not yet been assessed.
Group policy is to provide financial guarantees only to wholly-owned subsidiaries. Details of the Deed of Cross Guarantee are provided in note 33.
4. Financial and capital risk management
Risk management framework
Identification, measurement and management of risk is a strategic priority for the Group. The provision of goods and services carries a number of diverse risks which may have a material impact on the Company’s and Group’s financial position and performance. Consequently, the Board has established a comprehensive framework covering accountability, oversight, measurement and reporting to maintain high standards of risk management throughout the Company and Group.
Liquidity risk
The liquidity position of the Company and Group is continuously managed using cash flow forecasts to ensure sufficient liquid funds are available to meet its financial commitments in a timely and cost-effective manner. The Company and Group are party to a number of bilateral debt facility agreements which provide funding for acquisitions and working capital (refer Note 26).
Note 29 details the repayment obligations in respect of the amount of the facilities and derivatives utilised.
The Company and Group allocate specific roles in the management of risk to executives and senior managers and to the Board. This is undertaken within an overall framework and strategy established by the Board.
Market risk
Interest rate risk
Interest rate risk is the risk that the Company’s and Group’s financial position and performance will be adversely affected by movements in interest rates. Interest rate risk on cash and short term deposits is not considered to be a material risk due to the short term nature of these financial instruments.
The Audit and Compliance Committee obtains assurance about the internal control and risk management environment through regular reports from the Risk and Compliance team which includes Internal Audit.
The Company and Group have exposure to the following risks from their use of financial instruments:
The Company’s and Group’s interest rate risk arises from long-term debt. Floating rate debt exposes the Company and Group to cash flow interest rate risk and fixed rate debt exposes the Company and Group to fair value interest rate risk. Interest rate risk is managed by maintaining an appropriate mix of fixed and floating rate debt. The Company and Group may enter into interest rate swaps and options to manage the ratio of fixed rate debt to floating rate debt. Hedging is undertaken against specific rate exposures only, as disclosed in Note 29.
-
Credit Risk
-
Liquidity risk
-
Market risk
This note presents information about the Company’s and Group’s exposure to each of the above risks, the Company’s and Group’s objectives, policies and processes for measuring and managing risk, and the Company’s and Group’s management of capital.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
4. Financial and capital risk management
continued
Foreign exchange risk
The Company and Group operate internationally and are exposed to foreign exchange risk arising from various currency exposures.
Foreign exchange risk arises from future purchase and sales commitments and assets and liabilities that are denominated in a currency that is not the functional currency of the respective Group entities. Measuring the exposure to foreign exchange risk is achieved by regularly monitoring and performing sensitivity analysis on the Company’s and Group’s financial position.
The Company and Group enter into forward foreign exchange contracts (FECs) in line with its policy to hedge a proportion of certain forecast purchase commitments denominated in foreign currencies (principally US dollars). The terms of these commitments are generally less than three months. The amount of forecast purchases is estimated based on current conditions in foreign markets, customer orders, commitments to suppliers and experience.
The Company and Group borrow funds in foreign currencies to hedge its net investments in foreign operations. The Company’s Canadian dollar and Swedish kronor denominated bank loans are designated as hedges of the Group’s net investment in subsidiaries in those currencies.
Capital management
Capital comprises equity attributable to equity holders, loans and borrowings and cash and cash equivalents.
Capital management involves the use of corporate forecasting models which facilitates analysis of the Company’s and Group’s financial position including cash flow forecasts to determine the future capital management requirements. Capital management is undertaken to ensure a secure, cost-effective and flexible supply of funds is available to meet the Company’s and Group’s operating and capital expenditure requirements. The Company and Group monitor gearing and treasury policy breaches and exceptions. The gearing ratio as at balance date is 36% (2007: 23%).
The Company and Group maintain a stable capital base from which the Company and Group can pursue their growth aspirations, whilst maintaining a flexible capital structure that allows access to a range of debt and equity markets to both draw upon and repay capital.
5. Determination of fair value
Net fair values of financial assets and liabilities
The Company’s and Group’s financial assets and liabilities are included in the balance sheet at amounts that approximate fair values.
Estimation of fair values
The following summarises the major methods and assumptions used in estimating the fair values of financial instruments.
Derivatives
Forward exchange contracts are marked to market using publicly available forward rates. Interest rate contracts are marked to market using listed market prices.
Where discounted cash flow techniques are used, estimated future cash flows are based on management’s best estimates and the discount rate is a market related rate for a similar instrument at the balance sheet date. Where other pricing models are used, inputs are based on market related data at the balance sheet date.
Loans and borrowings
Fair value is calculated based on discounted expected future principal and interest cash flows.
Trade and other receivables / payables
For receivables / payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other receivables / payables are discounted to determine the fair value.
Finance leases
The fair value is estimated as the present value of future cash flows, discounted at market interest rates for homogenous lease agreements. The estimated fair value reflects changes in interest rates.
6. Segment reporting
Segment information is presented in respect of the Group’s business and geographical segments. The primary format, business segments, is based on the Group’s management and internal reporting structure.
Inter-segment pricing is determined on an arms length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly incomeearning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets and expenses.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.
Business segments
The Group comprises the following main business segments:
ALS Laboratory Group - Provision of consulting and analytical laboratory services.
Campbell Chemicals – Manufacture and distribution of cleaning agents and chemicals for both domestic and industrial customers.
Reward Distribution – Distribution of non-food consumables to the healthcare, building services, hospitality and leisure industries.
Campbell Brothers Services (segment sold during the previous year) – Provision of pest control, hygiene and cleaning services to domestic, commercial and industrial customers.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2008
6. Segment reporting continued
Geographical segments
The ALS Laboratory Group, Campbell Chemicals and Reward Distribution segments are managed on a regional basis which has been classified into three geographical areas: Australasia, Americas and other regions.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.
| In thousands of AUD | ALS Campbell Reward Laboratory Chemicals Distribution Group Restated 2008 2007 2008 2007 2008 2007* |
Continuing Operations 2008 2007 |
Discounted Eliminations Operations Restated 2008 2007 2008 2007* |
Consolidated 2008 2007 |
|---|---|---|---|---|
| Revenue from external customers: Revenue Inter-segment revenue Total revenue Segment result Share of net proft of equity accounted investments Segment contribution Unallocated income and expenses including unusual items (Note 9) Proft before fnancing costs Net fnancing costs Income tax expense Proft for the period Segment assets Investment in associates and joint venture Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Capital expenditure Unallocated corporate capital expenditure Total capital expenditure Amortisation and depreciation Unallocated amortisation and depreciation Total amortisation and depreciation Non-cash expenses Unallocated Corporate non-cash expenses Total non-cash expenses * See discontinued operations – Note 37 In thousands of AUD |
468,043342,150147,244134,047145,743134,998 - - 5,575 5,188 - - |
761,030611,195 5,575 5,188 |
11,256 51,459 - - - - (5,575) (5,188) |
772,286662,654 - - |
| 468,043342,150152,819139,235145,743134,998 | 766,605616,383 | 11,256 51,459 (5,575) (5,188) |
772,286 662,654 | |
| 110,836 78,485 9,680 7,765 4,595 5,506 1,652 1,001 - - - - |
125,111 91,756 1,652 1,001 |
68 1,186 - - - - - - |
125,179 92,942 1,652 1,001 |
|
| 112,488 79,486 9,680 7,765 4,595 5,506 |
126,763 92,757 |
68 1,186 - - |
126,831 93,943 (8,048) (557) |
|
| 118,783 93,386 (9,775) (6,849) (31,804)(27,519) |
||||
| 77,204 59,018 |
||||
| 438,714290,455 88,376 79,290 64,439 66,320 10,768 3,163 - - - - |
591,529436,065 10,768 3,163 |
- 19,322 - - - - - - |
591,529455,387 10,768 3,163 75,372 57,379 |
|
| 677,669515,929 | ||||
| 53,727 35,242 12,724 12,605 11,365 17,000 |
77,816 64,847 |
- 4,512 - - |
77,816 69,359 261,648147,023 |
|
| 339,464216,382 | ||||
| 45,123 32,045 3,297 2,561 1,642 2,006 |
50,062 36,612 |
24 2,291 - - |
50,086 38,903 837 191 |
|
| 50,923 39,094 |
||||
| 22,254 17,718 3,525 3,331 1,841 1,640 |
27,620 22,689 |
242 1,420 - - |
27,862 24,109 310 201 |
|
| 28,172 24,310 |
||||
| 4,279 969 412 (57) 2,690 822 |
7,381 1,734 |
(405) 95 - - |
6,976 1,829 2,623 274 |
|
| 9,599 2,103 |
||||
| 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 Australasia Americas Other regions Eliminations Consolidated |
||||
| Revenue from external customers Segment assets Capital expenditure |
413,663 384,759250,325 206,786108,298 71,109 - -772,286 662,654 |
|||
| 380,625 280,719176,709 144,736120,335 90,474 - -677,669 515,929 |
||||
| 20,361 15,734 18,717 13,169 11,845 10,191 - - 50,923 39,094 |
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
| 7. 8. 9. 10. |
Other income In thousands of AUD |
Consolidated The Company 2008 2007 2008 2007 |
|---|---|---|
| Net gain on disposal of property, plant and equipment Dividend income Other income Signifcant expenses Cost of goods sold Net loss on disposal of property, plant and equipment Operating lease rentals Contributions to defned contribution post-employment plans Unusual items Proft for the period attributable to equity holders of the Company includes the following unusual items: Gain on sale of investment in CCI Holdings Ltd Dividend received from CCI Holdings Ltd Net loss from disposal of the consumer products contract manufacturing business Gain on sale of pest control and cleaning services business segment Costs incurred in sale of pest control and cleaning services business segment Income tax effect Auditors’ remuneration In AUD Audit services Auditors of the Company KPMG Australia: Audit and review of fnancial reports Other KPMG member frms: Audit and review of fnancial reports Other auditors Audit and review of fnancial reports Other services Auditors of the Company KPMG Australia Audit of share register, annual general meeting proxies and other assurance services Other assurance and investigation services KPMG related practices Due diligence services Other KPMG member frms: Taxation Services |
215 - 60 46 876 - 40,000 25,000 793 704 607 183 |
|
| 1,884 704 40,667 25,229 |
||
| 216,141 210,696 73,278 76,776 - 36 - - 3,683 4,816 2,271 2,381 15,336 12,300 1,842 1,991 |
||
| 6,214 - - - 876 - - - (66) - (66) - - 10,060 - 4,181 - (663) - (267) |
||
| 7,024 9,397 (66) 3,914 (1,475) (1,979) 388 (1,979) |
||
| 5,549 7,418 322 1,935 |
||
| 299,000 290,800 188,800 186,300 279,462 332,578 - - |
||
| 578,462 623,378 188,800 186,300 89,480 79,873 - - |
||
| 667,942 703,251 188,800 186,300 |
||
| 5,000 14,200 5,000 11,950 1,000 21,496 1,000 21,496 - 5,000 - 5,000 118,000 59,615 - - |
||
| 124,000 100,311 6,000 38,446 |
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
11. Net financing costs
| 11. | Net fnancing costs | |
|---|---|---|
| 12. | In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Interest income from : Related parties Other parties Financial income Interest expense to: Related parties Other parties Finance charges on capitalised leases Financial expenses Net fnancing costs Income tax expense Recognised in the income statement Note |
- - 330 601 860 744 387 432 |
|
| 860 744 717 1,033 |
||
| - - 285 161 9,933 6,926 4,567 1,499 702 667 288 157 |
||
| 10,635 7,593 5,140 1,817 |
||
| 9,775 6,849 4,423 784 |
||
| Consolidated The Company 2008 2007 2008 2007 Restated Restated** |
||
| Current tax expense Current year Adjustments for prior years Deferred tax expense Origination and reversal of temporary differences Total income tax expense in income statement Attributable to: Continuing operations Discontinued operations 37 |
33,150 25,767 (4,560) 487 (909) 598 (2) (179) |
|
| 32,241 26,365 (4,562) 308 |
||
| (437) 1,154 866 1,070 |
||
| (437) 1,154 866 1,070 |
||
| 31,804 27,519 (3,696) 1,378 |
||
| 32,172 25,259 (3,328) (671) (368) 2,260 (368) 2,049 |
||
| 31,804 27,519 (3,696) 1,378 |
- See discontinued operations – note 37
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
12. Income tax expense continued
| Income tax expense continued | |
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Proft before tax Income tax using the domestic corporation tax rate of 30% (2007: 30%) Difference resulting from different tax rates in overseas countries Increase in income tax expense due to: Non-deductible expenses Taxable proft on sale of pest control and cleaning services business segment Accounting loss on sale of remaining consumer products business assets Non-deductible new market expansion and acquisition related costs Tax losses of controlled entities not recognised Non resident withholding tax paid upon receipt of distributions from foreign related parties Decrease in income tax expense due to: Previously unrecognised tax losses utilised during the year Deductible loss on sale of remaining consumer products business assets Accounting proft on sale of pest control and cleaning services business segment Share of associate entities net proft Tax exempt revenues Other items Under / (over) provided in prior years Income tax expense on pre-tax net proft Deferred tax recognised directly in equity Relating to hedging reserve Relating to the fair value reserve |
109,008 86,537 28,791 27,310 32,703 25,961 8,638 8,193 (986) (154) - - 500 970 36 58 - 1,979 - 1,979 20 - 20 - 158 - - - 665 430 - - 899 1,235 - - (208) (296) - - (388) - (388) - - (2,819) - (1,174) (496) (300) - - - (85) (12,000) (7,500) (154) - - - (909) 598 (2) (179) |
| 31,804 27,519 (3,696) 1,377 |
|
| 292 - 292 - - 1,908 - - |
|
| 292 1,908 292 - |
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
13. Earnings per share
| Earnings per share | |
|---|---|
| Cents per share | Consolidated 2008 2007 |
| Basic earnings per share Basic underlying earnings per share Diluted earnings per share Diluted underlying earnings per share |
147.81 114.56 137.13 100.17 |
| 147.81 114.56 137.13 100.17 |
Basic and diluted earnings per share[ (1)]
The calculations of both basic and diluted earnings per share were based on the profit attributable to equity holders of the company of $76,819,000 (2007: $59,066,000) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2008 of 51,972,000 (2007: 51,560,000).
Basic and diluted underlying earnings per share[ (1)]
The calculations of both basic and diluted underlying earnings per share were based on underlying net profit after tax before unusual items of $71,270,000 (2007: $51,648,000) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2008 of 51,972,000 (2007: 51,560,000).
Weighted average number of ordinary shares[(1)]
| In thousands of shares | Consolidated | Consolidated | |
|---|---|---|---|
| Note | 2008 | 2007 | |
| Issued ordinary shares at 1 April | 27 | 51,623 | 50,988 |
| Effect of shares issued in July 2007 | 309 | 436 | |
| Effect of shares issued in December 2007 | 40 | 136 | |
| Weighted average number of ordinary shares at 31 March | 51,972 | 51,560 |
| Weighted average number of ordinary shares at 31 March | 51,972 | 51,560 | |
|---|---|---|---|
| Reconciliation of proft to underlying net proft | |||
| In thousands of AUD | Consolidated | ||
| Note | 2008 | 2007 | |
| Proft attributable to equity holders of the company | 76,819 | 59,066 | |
| Less unusual items net of income tax | 9 | (5,549) | (7,418) |
| Underlying net proft after tax before unusual items | 71,270 | 51,648 |
(1) No dilutive potential ordinary shares were outstanding at any time during the financial year.
14. Cash and cash equivalents
| Cash and cash equivalents | |
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Bank balances Call deposits Cash and cash equivalents in the balance sheet Bank overdrafts repayable on demand Cash and cash equivalents in the statement of cash fows |
45,452 37,210 6,532 6,930 1,100 6,000 1,100 6,000 |
| 46,552 43,210 7,632 12,930 (1,317) (505) - - |
|
| 45,235 42,705 7,632 12,930 |
The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in note 29.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
15. Trade and other receivables
| Trade and other receivables | |
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Current Trade receivables Fair value derivatives Other receivables Receivables due from controlled entities Non-current Finance lease receivable Security deposits Loans to controlled entities Loans owing by associates and joint venture Aging of trade receivables Not overdue Past due not more than two months Past due more than two months Total Allowance for impairment of trade receivables Opening balance Impairment loss recognised Closing balance |
125,190 96,910 18,418 16,671 - 343 - 343 13,353 8,375 2,772 3,678 - - 696 837 |
| 138,543 105,628 21,886 21,529 |
|
| 4,181 4,370 4,181 4,370 921 1,111 - - - - 291,384 176,353 2,044 - - - |
|
| 7,146 5,481 295,565 180,723 |
|
| 99,782 77,773 13,461 15,067 21,450 15,268 2,895 1,125 7,801 6,080 2,657 523 |
|
| 129,033 99,121 19,013 16,715 |
|
| 2,221 2,286 45 130 1,622 (75) 550 (85) |
|
| 3,843 2,211 595 45 |
Based on historical rates of default, the Company and the Group believe that no impairment allowance is necessary in respect of trade receivables not overdue or past due not more than two months. The allowance for impairment of trade receivables is in respect of trade receivables past due for more than two months.
Exposures to currency risks related to trade and other receivables are disclosed in Note 29.
16. Inventories
| Inventories | |
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Current Raw materials and consumables Work in progress Finished goods Other current assets Prepayments Other |
16,706 12,078 3,692 4,437 13,401 8,329 1,433 1,783 36,347 39,668 12,694 15,608 |
| 66,454 60,075 17,819 21,828 |
|
| 4,923 4,628 1,456 1,072 2,603 2,119 5 85 |
|
| 7,526 6,747 1,461 1,157 |
17. Other current assets
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
18. Investments accounted for using the equity method
Investments in associates and joint venture
Investments in associates and a joint venture are accounted for using the equity method. The Group has investments in the following equity-accounted entities:
| Name Principal activities Reporting date Associates: |
Ownership interest Consolidated 2008 2007 |
|---|---|
| ALSTechnichem (Malaysia) Snd Bhd Laboratory services 31 December Australian Hospitality Glassware importer / Imports Pty Ltd distributor 30 June Joint venture: ALS Mineralogy Pty Ltd (1) Laboratory services 31 March |
40% 40% 50% 50% 51% - |
(1) Whilst the Group has an ownership interest of 51% in this entity, the shareholders’ agreement between the Group and the other shareholder operates such that key strategic decisions are made jointly.
| In thousands of AUD | Consolidated 2008 2007 |
|---|---|
| Movements in carrying amount of investments in associates and joint venture Carrying amount at the beginning of the fnancial year Investment in joint venture Share of associates’ and joint venture’s net proft Dividends received |
3,163 2,359 6,250 - 1,652 1,001 (297) (197) |
| 10,768 3,163 |
19. Other investments
| Other investments | |
|---|---|
| In thousands of AUD Note |
Consolidated The Company 2008 2007 2008 2007 |
| Non-current investments Investments in controlled entities 34 Available-for-sale investment in listed entity * Investments in other entities |
- - 18,334 15,298 - 16,206 - - 161 169 - - |
| 161 16,375 18,334 15,298 |
- 21.5% holding in CCI Holdings Limited
20. Current tax assets and liabilities
The current tax liability for the Group of $11,131,000 (2007: $8,593,000) and for the Company of $3,979,000 (2007: $3,940,000) represent the amount of income taxes payable in respect of current and prior periods.
In accordance with the tax consolidation legislation, the Company as the head entity of the Australian tax-consolidated group has assumed the current tax liability initially recognised by the members in the tax-consolidated group.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
21. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
| In thousands of AUD | Assets Liabilities Net 2008 2007 2008 2007 2008 2007 |
|---|---|
| Consolidated Property, plant and equipment Land and buildings Intangible assets Unrealised FX losses/(gains) Provisions and other payables Undeducted equity raising costs Fair value derivatives Fair value reserve Untaxed reserves - Sweden Inventories Other items Tax value of loss carry-forwards recognised Tax assets / liabilities Set off of tax Net tax assets / liabilities The Company Property, plant and equipment Land and buildings Intangible assets Unrealised FX losses/(gains) Provisions and other payables Undeducted equity raising costs Fair value derivatives Other items Tax assets / liabilities Set off of tax Net tax assets / liabilities |
1,526 2,189 1,816 1,476 (290) 713 - - 1,090 1,031 (1,090) (1,031) - - 1,061 843 (1,061) (843) 7 375 151 - (144) 375 9,314 5,887 - - 9,314 5,887 158 237 - - 158 237 312 - - - 312 - - - - 1,908 - (1,908) - - 709 - (709) - 349 - 1,905 605 (1,556) (605) 192 110 236 87 (44) 23 10 74 - - 10 74 |
| 11,868 8,872 6,968 5,950 4,900 2,922 (4,994) (4,721) (4,994) (4,722) - - |
|
| 6,874 4,151 1,974 1,228 4,900 2,922 |
|
| - 1,241 310 180 (310) 1,061 - - 615 570 (615) (570) - - 804 580 (804) (580) - 324 67 - (67) 324 3,168 2,580 - - 3,168 2,580 158 237 - - 158 237 312 - - - 312 - 64 42 160 83 (96) (41) |
|
| 3,702 4,424 1,956 1,413 1,746 3,011 (1,956) (1,413) (1,956) (1,413) - - |
|
| 1,746 3,011 - - 1,746 3,011 |
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Tax losses | 824 609 - - |
Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
22. Property, plant and equipment
| Property, plant and equipment | |
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Freehold land and buildings: At cost Accumulated depreciation Plant and equipment: At cost Accumulated depreciation Leasehold improvements: At cost Accumulated depreciation Leased plant and equipment: At capitalised cost Accumulated depreciation Product dispensers At capitalised cost Accumulated depreciation Capital works in progress: Reconciliations Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below: Freehold land and buildings: Carrying amount at the beginning of the year Additions Additions through entities acquired Transfer from capital works in progress Transfer to investment property Depreciation Effect of movement in foreign exchange Carrying amount at end of year |
43,983 46,824 13,770 25,125 (8,557) (6,148) (3,315) (2,851) |
| 35,426 40,676 10,455 22,274 |
|
| 220,230 162,977 18,801 19,942 (138,244) (100,845) (11,095) (10,319) |
|
| 81,986 62,132 7,706 9,623 |
|
| 35,275 28,096 294 294 (15,061) (10,924) (74) (43) |
|
| 20,214 17,172 220 251 |
|
| 9,065 19,482 142 129 (4,484) (12,611) (112) (85) |
|
| 4,581 6,871 30 44 |
|
| 9,844 8,214 9,627 7,920 (6,388) (5,087) (6,238) (4,899) |
|
| 3,456 3,127 3,389 3,021 |
|
| 6,411 4,588 568 200 |
|
| 152,074 134,566 22,368 35,413 |
|
| 40,676 35,893 22,274 22,694 2,966 1,915 23 15 2,683 1,420 - - 564 2,855 - 25 (11,453) - (11,453) - (997) (1,074) (389) (460) 987 (333) - - |
|
| 35,426 40,676 10,455 22,274 |
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
22. Property, plant and equipment continued
| Property, plant and equipmentcontinued | |
|---|---|
| Reconciliationscontinued In thousands of AUD |
Consolidated The Company 2008 2007 2008 2007 |
| Plant and equipment: Carrying amount at the beginning of the year Additions Additions through entities acquired Transfers Transfer from leased plant and equipment Disposal Depreciation Effect of movement in foreign exchange Carrying amount at end of year Leasehold improvements: Carrying amount at the beginning of the year Additions Additions through entities acquired Transfer from capital works in progress Disposal Depreciation Effect of movement in foreign exchange Carrying amount at end of year Leased plant and equipment: Carrying amount at the beginning of the year Additions Additions through entities acquired Transfer to plant and equipment Disposal Depreciation Effect of movement in foreign exchange Carrying amount at end of year Product dispensers: Carrying amount at the beginning of the year Additions Disposal Depreciation Carrying amount at end of year Capital works in progress: Carrying amount at the beginning of the year Additions Additions through entities acquired Transfers Effect of movement in foreign exchange Carrying amount at end of year |
62,132 58,168 9,623 10,200 34,373 22,767 1,282 772 3,207 3,295 - - 1,099 269 70 677 3,241 686 - - (2,840) (4,788) (1,653) (175) (18,861) (15,304) (1,616) (1,851) (365) (2,961) - - |
| 81,986 62,132 7,706 9,623 |
|
| 17,172 12,682 251 281 6,117 7,176 - - 299 175 - - 452 962 - - (11) (189) - - (3,764) (2,566) (31) (30) (51) (1,068) - - |
|
| 20,214 17,172 220 251 |
|
| 6,871 9,967 44 71 853 1,540 8 - 2,071 - - - (3,241) (686) - - (40) (47) - - (1,988) (3,190) (22) (27) 55 (713) - - |
|
| 4,581 6,871 30 44 |
|
| 3,127 2,662 3,021 2,496 1,905 1,966 1,858 1,832 (11) - (11) - (1,565) (1,501) (1,479) (1,307) |
|
| 3,456 3,127 3,389 3,021 |
|
| 4,588 5,989 200 634 3,678 3,089 438 243 273 - - - (2,006) (4,366) (70) (677) (122) (124) - - |
|
| 6,411 4,588 568 200 |
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
23. Intangible assets
| 23. Intangible assets | |
|---|---|
| In thousands of AUD | Consolidated The Company Goodwill Purchased Software Total Goodwill Purchased Software Total trademarks trademarks and and brandmarks brandmarks |
| Cost Balance at 1 April 2006 Additions through business combinations Additions Write down to recoverable amount Amortisation Effect of movements in foreign exchange Balance at 31 March 2007 Balance at 1 April 2007 Additions through business combinations Additions Transfers Disposal Amortisation Effect of movements in foreign exchange Balance at 31 March 2008 |
130,360 3,755 1,864 135,979 3,823 2,904 17 6,744 33,343 - 7 33,350 - - - - - - 920 920 - - 20 20 (31,604) - (234) (31,838) - - - - - - (673) (673) - - (7) (7) (1,269) 26 38 (1,205) - - - - |
| 130,830 3,781 1,922 136,533 3,823 2,904 30 6,757 |
|
130,830 3,781 1,922 136,533 3,823 2,904 30 6,757 95,435 - 27 95,462 - - - - - - 1,031 1,031 - - 235 235 - - (109) (109) - - - - - - (11) (11) - - (11) (11) - - (922) (922) - - (162) (162) (1,802) (2) 13 (1,791) - - - - |
|
| 224,463 3,779 1,951 230,193 3,823 2,904 92 6,819 |
Impairment tests for cash generating units containing goodwill
The following units have significant carrying amounts of goodwill:
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| ALS Minerals ALS Environmental – North America ALS Environmental – Europe ALS Coal Campbell Chemicals Reward Distribution Multiple units without signifcant goodwill |
6,225 4,674 - - 66,382 51,545 - - 43,532 43,610 - - 77,059 - - - 5,090 5,097 3,823 3,823 23,204 22,977 - - 2,971 2,927 - - |
| 224,463 130,830 3,823 3,823 |
The recoverable amounts of goodwill in all cash-generating units exceed carrying amounts and are based on value in use calculations. Those calculations use cash flow projections based on actual operating results, the budget for FY2009 and forecasts drawn from years two and three of the Group’s three-year forecast for FY2010 and FY2011. Cash flows for a further 17 year period are extrapolated using a growth rate of 5.0 per cent per annum. This growth rate is a conservative estimate of the long-term average growth rates achievable in the industries in which the Group participates. A pre-tax discount rate of 9.4 per cent has been used in discounting the projected cash flows.
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
23. Intangible assets continued
Impairment tests for purchased trademarks and brandnames
The recoverable amounts of purchased trademarks and brandnames exceed their carrying amounts and are based on “relief from royalty” methodology, representing value in use calculations. “Relief from royalty” cash flows are extrapolated for a 20 year period using a nil growth rate. A pre-tax discount rate of 9.4 per cent has been used in discounting the projected cash flows. No amortisation is provided against the carrying amounts of purchased trademarks and brandnames on the basis that these assets are considered to have indefinite useful lives.
Software
Software assets are considered to have finite useful lives and are amortised in line with their assessed useful lives.
24. Trade and other payables
| Trade and other payables | |
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Trade payables Other trade payables and accrued expenses Trade payables due to controlled entities Fair value derivatives |
29,206 31,354 6,858 8,334 39,535 28,063 9,415 7,798 - - 125 125 1,040 - 1,040 - |
| 69,781 59,417 17,438 16,257 |
The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 29.
The Company and some of its wholly-owned subsidiaries have entered into a deed of cross guarantee as described in note 33.
25. Investment property
| Investment property | |
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Carrying amount at the beginning of the year Transfer from property, plant and equipment Depreciation Carrying amount at end of year |
- - - - 11,453 - 11,453 - (75) - (75) - |
| 11,378 - 11,378 - |
Investment property comprises a commercial property leased to a third party. The lease contains a non-cancellation period of 4 years 6 months. Subsequent renewals are negotiated with the lessee. See note 30 for further information.
Fair value of the property is estimated to be $22,600,000 based on a capitalisation rate of 7.1%.
26. Loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate and foreign currency risk, see note 29.
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Current liabilities Unsecured bank loans Finance lease liabilities Non-current liabilities Unsecured bank loans Finance lease liabilities Due to controlled entities |
779 1,171 - - 2,024 1,754 400 - |
| 2,803 2,925 400 - |
|
| 228,476 121,291 122,262 28,446 5,422 7,396 2,999 3,816 - - 21,810 15,574 |
|
| 233,898 128,687 147,071 47,836 |
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08
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2008
26. Loans and borrowings continued
Bank loans
Bank loans are denominated in Australian dollars, Canadian dollars, Czech koruna, Swedish kronor and US dollars. Current bank loans comprise the portion of the Group’s bank loans payable within one year. The non-current bank loans are payable on or before November 2011. The weighted average interest rate for all bank loans at balance date is 5.8% (2007: 4.3%).
Finance lease liabilities
| Finance lease liabilities | |
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Included as lease liabilities are the present values of future rentals for leased assets capitalised: Current Non-current Lease commitments in respect of capitalised fnance leases are payable: Within one year Later than one year but not later than fve years Later than fve years Future fnance charges Total lease liability |
2,024 1,754 400 - 5,422 7,396 2,999 3,816 |
| 7,446 9,150 3,399 3,816 |
|
| 2,402 2,476 655 704 5,148 6,285 2,621 2,621 1,073 1,728 1,072 1,728 |
|
| 8,623 10,489 4,348 5,053 (1,177) (1,339) (949) (1,237) |
|
| 7,446 9,150 3,399 3,816 |
The Group leases plant and equipment under finance leases expiring over terms of up to seven years. At the end of the lease terms the Group generally has the option to purchase the equipment at a percentage of market value - a price deemed to be a bargain purchase option. Lease liabilities are secured by the leased assets as in the event of default the assets revert to the lessor.
Financing facilities
The Company and five of its controlled entities, namely Australian Laboratory Services Pty Ltd, ALS Canada Limited, ALS Czech Republic s.r.o., ALS Sweden AB, and CBL Campbell Brothers USA, Inc are parties to multi-currency term loan facility agreements as borrowers with a number of banks.
Under the terms of the agreements, the Company and the following controlled entities jointly and severally guarantee and indemnify the banks in relation to each borrower’s obligations:
Australian Laboratory Services Pty Ltd, ACIRL Proprietary Ltd, ACIRL Quality Testing Services Pty Ltd, ALS Analytical Testing (Shanghai) Co. Ltd, ALS Bolivia Ltda, ALS Brasil Ltda, ALS Canada Ltd, ALSMX, S.A. de C.V., ALS (Barbados) Ltd, Manitoba Technology Centre Ltd, ALS Chemex de Mexico S.A. de C.V., ALS Chemex South Africa (Proprietary) Ltd, ALS Colombia Ltda, ALS Czech Republic s.r.o, ALS Ghana Limited, ALS Patagonia S.A., ALS Peru S.A., ALS Sweden AB, ALS Scandinavia AB (formerly ALS Analytica AB), ALS Technichem (HK) Pty Ltd, ALS Technichem (Singapore) Pte Ltd, ALS Testing Services (Thailand) Co. Ltd, ASL International Ltd, Groupe de Laboratoire ALS Mali SARL, Abilab Burkina SARL, Abilab Exploitation SARL, Consulchem Pty Ltd, S.C. Rom Analize S.R.L., Witlab (Proprietary) Ltd, Bushland Products Pty Ltd, Carpi Ltd, Panamex Pacific (PNG) Ltd, CBL Campbell Brothers NZ Ltd, CBL Campbell Brothers USA, Inc, e-Lab Analytical, Inc, ALS USA MI, Corp, ALS USA, Inc, Panamex Pacific, Inc (USA), Panamex Pacific Ltd, Proclean Ltd, Reward Supply Co. Pty Ltd, Pandee Services Pty Ltd, Panamex Pacific, Inc (American Samoa).
The term loan facilities are committed facilities and are able to be drawn in the form of bank overdrafts, loans or bank guarantees.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
27. Capital and reserves
Reconciliation of movement in capital
| Capital and reserves Reconciliation of movement in capital |
|
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Issued and paid up share capital 52,136,610 ordinary shares fully paid (2007: 51,622,510) Movements in ordinary share capital Balance at beginning of year Share issues: 514,100 shares (2007: 584,409) under Dividend Reinvestment Plan (1) Nil shares (2007: 50,000) under Employee Share Plan (2) Balance at end of year |
223,111 208,692 223,111 208,692 |
| 208,692 197,923 208,692 197,923 14,419 9,939 14,419 9,939 - 830 - 830 |
|
| 223,111 208,692 223,111 208,692 |
- (1) Issued pursuant to the Company’s Dividend Reinvestment Plan:
2 July 2007 – 303,480 shares at $25.89
17 December 2007 – 210,620 shares at $31.15
(2) Issued to Managing Director on 25 July 2006 pursuant to resolution of shareholders at 2006 AGM
Effective 1 July 1998, the Company Law Review Act abolished the concept of par value shares and the concept of authorised capital. Accordingly, the Company does not have authorised capital or par value in respect of its issued shares.
Terms and Conditions
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Company ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds of liquidation.
Employee Share Plan
The current Employee Share Plan (“the Share Plan”) was approved by shareholders at the Company’s annual general meeting on 10 July 1996. Under the Share Plan, eligible employees of the Company or of its controlled entities may acquire ordinary fully paid shares in the Company. The Share Plan has been designed to take advantage of taxation concessions available to employee participants under such plans. An external third party is trustee of the Share Plan.
Participation in the Share Plan by employees is at the discretion of the Board of Directors. The Board sets the conditions under which employees can participate having regard to length of service and salary range. The Board administers the Share Plan as a non-discriminatory plan within the meaning of Australian taxation legislation. The price of shares issued under the Share Plan is determined at the discretion of directors and may be less than the prevailing market price. Employees may be offered loans from a controlled entity to finance their purchase of shares under the plan. Plan loans are interest free and repayable over 25 years.
Shares acquired by an employee under the Share Plan are held by a trustee for at least three years and until the whole of any related loan has been paid in full by the employee. Once the loan has been repaid and a period of three years has expired, the trustee transfers the shares to the employee. Dividends are applied by the trustee in reducing the employee’s plan loan. During the period while shares are held by the trustee, the employee does not have voting rights in respect of those shares. On termination of employment, an employee has thirty days in which to decide whether to either repay the loan and receive their shares by way of transfer from the trustee or request that the shares be sold by the trustee after which any proceeds in excess of the outstanding loan amount are paid to the employee.
The aggregate number of shares held by the trustee under the Share Plan at any time must not exceed 5% of the total issued capital of the Company. No shares were issued under the Share Plan during the financial year (2007: 50,000). The market price of shares issued under the Share Plan as at 31 March 2008 was $25.00 (2007: $22.10).
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08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
27. Capital and reserves continued
Details of the movement in employee shares under the Share Plan are as follows:
| Details of the movement in employee shares under the Share Plan are as follows: | |
|---|---|
| 2008 2007 No. No. |
|
| Number of shares at beginning of year Number of shares issued to employees Number of shares distributed to employees Number of shares at end of year |
637,300 653,400 - 50,000 (198,500) (66,100) |
| 438,800 637,300 |
The amounts recognised as receivable in the financial statements of the Group and the Company in relation to employee shares at the end of the year are:
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 $ $ $ $ |
|---|---|
| Current receivables - Other debtors In thousands of AUD Reserves Foreign currency translation Hedging Fair value |
1,546,239 2,616,524 1,546,239 2,616,524 |
| (5,331) 1,179 - - (681) 160 (681) 160 - 4,453 - - |
|
| (6,012) 5,792 (681) 160 |
The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity, as well as from the translation of liabilities that hedge the Company’s net investment in a foreign subsidiary.
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.
The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the investment is derecognised.
Reconciliations of movements in reserves
| In thousands of AUD | Consolidated | Consolidated | The Company | The Company |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| Foreign currency translation reserve: | ||||
| Balance at beginning of year | 1,179 | 2,893 | - | - |
| Foreign exchange translation differences | (5,880) | (3,463) | - | - |
| Gain / (loss) on hedge of net investments in foreign subsidiaries | (630) | 1,749 | - | - |
| Balance at end of year | (5,331) | 1,179 | - | - |
| Hedging: | ||||
| Balance at beginning of year | 160 | 505 | 160 | 505 |
| Net loss on cash fow hedges taken to equity | (841) | (345) | (841) | (345) |
| Balance at end of year | (681) | 160 | (681) | 160 |
| Fair value: | ||||
| Balance at beginning of year | 4,453 | - | - | - |
| Net change in fair value of available-for-sale fnancial assets | - | 4,453 | - | - |
| Transfer to proft on sale of investment | (4,453) | - | - | - |
| Balance at end of year | - | 4,453 | - | - |
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
27. Capital and reserves continued
Dividends
Dividends recognised in the current year by the Company are:
| In thousands of AUD Cents per Franked Total Date of share amount (cents) amount payment |
In thousands of AUD Cents per Franked Total Date of share amount (cents) amount payment |
|---|---|
| 2008 Interim 2008 ordinary Final 2007 ordinary Total amount 2007 Interim 2007 ordinary Final 2006 ordinary Total amount Dividend declared after the end of the fnancial year: Final 2008 ordinary |
35.0 17.5 18,174 17 December 2007 42.0 21.0 21,681 2 July 2007 |
| 39,855 | |
| 28.0 14.0 14,391 15 December 2006 29.0 29.0 14,787 3 July 2006 |
|
| 29,178 | |
| 60 30 31,282 1 July 2008 |
The financial effect of this dividend has not been brought to account in the financial statements for the year ended 31 March 2008 and will be recognised in subsequent financial reports.
The franked components of all dividends paid or declared since the end of the previous financial year were franked based on a tax rate of 30%.
Dividend franking account
| Dividend franking account | |
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| 30% franking credits available to shareholders of Campbell Brothers Limited for subsequent fnancial years |
6,242 4,985 6,048 4,408 |
The above available amounts are based on the balance of the dividend franking account at year-end 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 year-end;
-
(c) franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated group at the year-end; and
-
(d) franking credits that the entity may be prevented from distributing in subsequent years.
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 balance sheet date but not recognised as a liability is to reduce it by $6,703,000 (2007: $4,646,000).
28. Total equity reconciliation
| Total equity reconciliation | |
|---|---|
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
| Total equity at beginning of year Total recognised income and expense attributable to equity holders of the company Transactions with owners as owners: Contributions of equity (Note 27) Dividends (Note 27) Total changes in minority interests Total equity at end of year |
299,547 256,652 226,997 219,817 65,015 61,460 31,646 25,588 14,419 10,769 14,419 10,769 (39,855) (29,178) (39,855) (29,178) (921) (156) - - |
| 338,205 299,547 233,207 226,997 |
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08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
29. Financial instruments
Liquidity risk
Contractual maturities for financial liabilities on a gross cash flow basis are analysed below: CONSOLIDATED
| As at 31 March 2008 In thousands of AUD |
6 6 to 12 1 to 2 2 to 5 Over Total Average months months years years 5 years effective or interest less rate |
|---|---|
| Non-derivative fnancial liabilities Bank overdraft 66 1,383 - - - 1,449 10.0% Trade and other payables 69,781 - - - - 69,781 n/a Finance lease liabilities 1,261 1,166 2,599 2,524 1,073 8,623 7.6% Unsecured bank loans 6,723 7,501 165,935 78,098 - 258,257 5.8% Derivative fnancial liabilities Interest rate contracts used for hedging (49) (49) (141) (82) - (321) n/a Forward exchange contracts 67 - - - - 67 n/a Total 77,849 10,001 168,393 80,540 1,073 337,856 COMPANY Non-derivative fnancial liabilities Trade and other payables 17,313 - - - - 17,313 n/a Finance lease liabilities 328 328 655 1,964 1,073 4,348 7.9% Unsecured bank loans 4,525 4,525 120,320 9,069 - 138,439 7.3% Due to controlled entities 125 - 21,810 - - 21,935 n/a Derivative fnancial liabilities Interest rate contracts used for hedging (49) (49) (141) (82) - (321) n/a Forward exchange contracts 67 - - - - 67 n/a Total 22,309 4,804 142,644 10,951 1,073 181,781 CONSOLIDATED As at 31 March 2007 Non-derivative fnancial liabilities Bank overdraft 505 - - - - 505 7.4% Trade and other payables 59,417 - - - - 59,417 n/a Finance lease liabilities 1,368 1,288 3,419 2,685 1,729 10,489 7.3% Unsecured bank loans 2,602 3,676 6,594 129,444 - 142,316 4.3% Derivative fnancial liabilities Interest rate contracts used for hedging (89) (74) (61) (45) - (269) n/a Forward exchange contracts 129 - - - - 129 n/a Total 63,932 4,890 9,952 132,084 1,729 212,587 COMPANY Non-derivative fnancial liabilities Trade and other payables 16,132 - - - - 16,132 n/a Finance lease liabilities 352 352 655 1,965 1,729 5,053 7.9% Unsecured bank loans 572 572 1,144 29,099 - 31,387 4.0% Due to controlled entities 125 - 15,574 - - 15,699 n/a Derivative fnancial liabilities Interest rate contracts used for hedging (89) (74) (61) (45) - (269) n/a Forward exchange contracts 129 - - - - 129 n/a Total 17,221 850 17,312 31,019 1,729 68,131 |
66 1,383 - - - 1,449 10.0% 69,781 - - - - 69,781 n/a 1,261 1,166 2,599 2,524 1,073 8,623 7.6% 6,723 7,501 165,935 78,098 - 258,257 5.8% (49) (49) (141) (82) - (321) n/a 67 - - - - 67 n/a |
| 77,849 10,001 168,393 80,540 1,073 337,856 |
|
| 22,309 4,804 142,644 10,951 1,073 181,781 |
|
| 505 - - - - 505 7.4% 59,417 - - - - 59,417 n/a 1,368 1,288 3,419 2,685 1,729 10,489 7.3% 2,602 3,676 6,594 129,444 - 142,316 4.3% (89) (74) (61) (45) - (269) n/a 129 - - - - 129 n/a |
|
| 63,932 4,890 9,952 132,084 1,729 212,587 |
|
| 16,132 - - - - 16,132 n/a 352 352 655 1,965 1,729 5,053 7.9% 572 572 1,144 29,099 - 31,387 4.0% 125 - 15,574 - - 15,699 n/a (89) (74) (61) (45) - (269) n/a 129 - - - - 129 n/a |
|
| 17,221 850 17,312 31,019 1,729 68,131 |
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
29. Financial instruments continued
Currency risk
The Group’s exposure to foreign currency risk at balance date was as follows, based on notional amounts:
CONSOLIDATED
| CONSOLIDATED | |
|---|---|
| In thousands of AUD | 2008 2007 USD CAD SEK USD CAD SEK |
| Trade and other receivables Cash at bank Secured bank loan Trade and other payables Gross balance sheet exposure Forward exchange contracts Net exposure COMPANY Trade and other receivables Cash at bank Secured bank loan Trade and other payables Gross balance sheet exposure Forward exchange contracts Net exposure |
17,561 - - 13,466 - - 13,648 188 - 14,363 33 - - (5,339) (23,923) - (5,358) (23,004) (4,388) - - (2,545) - - |
| 26,821 (5,151) (23,923) 25,284 (5,325) (23,004) 1,008 - - 5,116 - - |
|
| 27,829 (5,151) (23,923) 30,400 (5,325) (23,004) |
|
| 544 - - 101 - - 4,278 188 - 4,652 33 - - (5,339) (23,923) - (5,358) (23,004) (1,165) - - (955) - - |
|
3,657 (5,151) (23,923) 3,798 (5,325) (23,004) |
|
| 1,008 - - 5,116 - - |
|
| 4,665 (5,151) (23,923) 8,914 (5,325) (23,004) |
The following exchange rates against the Australian dollar applied at 31 March:
| 31 March spot rate | 31 March spot rate | |
|---|---|---|
| 2008 | 2007 | |
| USD | 0.915 | 0.809 |
| CAD | 0.937 | 0.933 |
| SEK | 5.434 | 5.651 |
Sensitivity analysis
A 10 percent strengthening of the Australian dollar against the above balances at 31 March would have increased (decreased) profit before income tax and equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2007.
| In thousands of AUD | Consolidated | Consolidated | The | Company |
|---|---|---|---|---|
| As at 31 March 2008 | Proft | Equity | Proft | Equity |
| USD | (2,530) | - | (424) | - |
| CAD | (17) | 485 | 468 | - |
| SEK | - | 2,175 | 2,175 | - |
| 31 March 2007 | ||||
| USD | (2,764) | - | (810) | - |
| CAD | (3) | 487 | 484 | - |
| SEK | - | 2,091 | 2,091 | - |
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NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2008
29. Financial instruments continued
Sensitivity analysis continued
A 10 percent weakening of the Australian dollar against the above balances at 31 March would have increased (decreased) profit before income tax and equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2007.
| In thousands of AUD | Consolidated | Consolidated | The | Company |
|---|---|---|---|---|
| As at 31 March 2008 | Proft | Equity | Proft | Equity |
| USD | 3,092 | - | 518 | - |
| CAD | 21 | (593) | (572) | - |
| SEK | - | (2,658) | (2,658) | - |
| 31 March 2007 | ||||
| USD | 3,378 | - | 991 | - |
| CAD | 4 | (595) | (591) | - |
| SEK | - | (2,556) | (2,556) | - |
Interest rate risk
At the reporting date the interest rate profile of the Company’s and the Group’s interest-bearing financial instruments was:
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Fixed rate instruments Financial liabilities Variable rate instruments Financial assets Financial liabilities Effect of interest rate contracts (notional amounts) |
(7,446) (9,150) (3,399) (3,816) |
| 46,552 43,210 7,632 12,930 (230,572) (122,967) (144,072) (44,020) 129,398 67,275 60,000 - |
|
| (54,622) (12,482) (76,440) (31,090) |
Sensitivity analysis
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through the income statement and the Group does not designate interest rate contracts as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect either the Group’s profit before income tax or the Group’s equity.
Cash flow sensitivity analysis for variable rate instruments
A change of 50 basis points in interest rates at the reporting date would have increased (decreased) profit before income tax and equity by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2007.
| In thousands of AUD As at 31 March 2008 |
Consolidated Proft Equity 50bp 50bp 50bp 50bp increase decrease increase decrease |
|---|---|
| Variable rate instruments Interest rate contracts Cash fow sensitivity (net) As at 31 March 2007 Variable rate instruments Interest rate contracts Cash fow sensitivity (net) |
(920) 920 - - 519 (397) 1,233 (1,013) |
| (401) 523 1,233 (1,013) |
|
| (399) 399 - - 436 (436) 1,400 (1,400) |
|
| 37 (37) 1,400 (1,400) |
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
30. Operating leases
Leases as lessee
Non-cancellable operating lease rentals are payable as follows:
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Less than one year Between one and fve years More than fve years |
10,448 6,903 1,335 1,154 23,680 13,441 1,168 993 14,173 7,763 - - |
| 48,301 28,107 2,503 2,147 |
The Group leases property, plant and equipment under operating leases expiring over terms of up to six years. Leases generally provide the Group with a right of renewal at which time all terms are renegotiated. Some leases provide for additional rent payments that are based on a local price index. Lease commitments in respect of finance leases are disclosed in Note 26.
Leases as lessor
The Group leases out its investment property held under operating lease (see note 25). The future minimum lease payments receivable under non-cancellable leases are as follows:
| In thousands of AUD | Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Less than one year Between one and fve years More than fve years |
1,184 - 1,184 - 4,142 - 4,142 - - - - - |
| 5,326 - 5,326 - |
31. Capital commitments
| Capital commitments | |
|---|---|
| In thousands of AUD Capital expenditure commitments |
Consolidated The Company 2008 2007 2008 2007 |
| Plant and equipment contracted but not provided for and payable within one year |
7,701 5,739 28 - |
| 7,701 5,739 28 - |
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
32. Contingencies
The directors are of the opinion that provisions are not required in respect of the following matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement.
| Contingencies The directors are of the opinion that provisions are not required in respect of the following matters, as it is not probable that a future sacrifce of economic benefts will be required or the amount is not capable of reliable measurement. |
Contingencies The directors are of the opinion that provisions are not required in respect of the following matters, as it is not probable that a future sacrifce of economic benefts will be required or the amount is not capable of reliable measurement. |
|---|---|
| Purchases of controlled entities – additional considerationMaximum amounts payable In thousands of AUD Consolidated The Company 2008 2007 2008 2007 |
|
| During a previous year, the Group acquired Swedish laboratory group, Analytica AB. Pursuant to the agreement additional consideration may be payable if certain performance hurdles are achieved over the next two years. No amount was paid in respect of this arrangement during the year ended 31 March 2008 (2007: Nil): In August 2007, the Group acquired US laboratory group, eLab Analytical. Pursuant to the purchase agreement additional consideration may be payable if certain performance hurdles are achieved over the next two years. $536 thousand was paid in respect of this arrangement during the year ended 31 March 2008. In December 2007, the Group acquired the Witlab laboratory group in South Africa. Pursuant to the purchase agreement additional consideration may be payable if certain performance hurdles are achieved over the next two years. No amount was paid in respect of this arrangement during the year ended 31 March 2008. During a previous year, the Group acquired Swedish Geochem Services AB. Pursuant to the agreement additional purchase consideration was payable if certain performance hurdles were achieved over a period which ended during the year to 31 March 2008. $451 thousand was paid under this arrangement during the year (2007: $320 thousand). Litigation |
1,380 1,327 - - |
| 2,680 - - - |
|
| 1,683 - - - |
|
| - 425 - - |
|
A subsidiary is defending an action brought by a competitor. While liability is not admitted, if defence against the action is unsuccessful, damages and legal costs may be payable. The directors do not expect the outcome of the action to have a material effect on the Group’s financial position. In the directors’ opinion, disclosure of any further information would be prejudicial to the interests of the Group.
33. Deed of cross guarantee
Pursuant to an ASIC Individual Order dated 22 March 2005, the wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and directors’ reports.
It is a condition of the Individual Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up.
The subsidiaries subject to the Deed are:
-
ACIRL Proprietary Limited[ (1)]
-
Australian Laboratory Services Pty Ltd
-
Bushland Products Pty Ltd
-
Currey Pty Ltd[(1)]
-
Reward Supply Co. Pty Ltd
-
Reward Supply Co. (N.Q.) Pty Ltd[(1)]
(1) These entities became a party to the Deed via a Deed of Assumption lodged with ASIC on 31 March 2008.
Effective 31 March 2008, due to voluntary deregistration as a company, Albert Crocker & Son Pty Ltd was released from its obligations under the Deed via a Deed of Revocation lodged with ASIC.
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
33. Deed of cross guarantee continued
A consolidated income statement and consolidated balance sheet, comprising the Company and controlled entities which are a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, at 31 March 2008 is set out below.
Summarised income statement and retained profits
| Summarised income statement and retained profts | |
|---|---|
| In thousands of AUD | Consolidated 2008 2007 |
| Proft before tax Income tax expense Proft after tax Retained profts at beginning of year Dividends recognised during the year Retained profts at end of year Balance sheet Assets Cash and cash equivalents Trade and other receivables Inventories Other Total current assets Receivables Investments accounted for using the equity method Investment Property Deferred tax assets Property, plant and equipment Intangible assets Other Total non-current assets Total assets Liabilities Trade and other payables Loans and borrowings Income tax payable Employee benefts Total current liabilities Loans and borrowings Deferred tax liabilities Employee benefts Other Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Retained earnings Total equity |
42,140 42,996 (10,093) (10,206) |
| 32,047 32,790 25,106 21,122 (39,855) (29,178) |
|
| 17,298 24,734 |
|
| 11,685 15,657 64,406 48,275 42,258 40,007 2,112 2,079 |
|
| 120,461 106,018 |
|
| 66,470 75,421 10,768 3,163 11,378 - 5,297 3,397 69,222 67,225 102,304 29,336 46,088 48,742 |
|
| 311,527 227,284 |
|
| 431,988 333,302 |
|
| 39,160 33,777 964 200 3,992 3,891 9,618 7,268 |
|
| 53,734 45,136 |
|
| 135,994 48,149 - (324) 2,532 2,098 - 205 |
|
| 138,526 50,128 |
|
| 192,260 95,264 |
|
| 239,728 238,038 |
|
| 223,111 208,692 (681) 4,612 17,298 24,734 |
|
| 239,728 238,038 |
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08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
34. Consolidated entities
| For 34. 8 |
the year ended 31 March 2008 Consolidated entities |
|---|---|
| Footnotes 1 Controlled entities acquired during the year. 2 Controlled entities incorporated during the year. 3 Minority shareholding acquired. 4 Controlled entities with a fnancial year end of 31 December, which differs from the Company’s year end of 31 March. 5 ETL Chemspec Analytical Ltd amalgamated with ALS Canada Ltd, with Manitoba Technology becoming a direct subsidiary of ALS Canada Ltd. ETL Labs, Inc and Enviro-Test Laboratories, LLC are inactive entities and were removed from listing. 6 Controlled entities voluntarily deregistered during the year. Refer to Note 6 for details of segment proft from ordinary activities and Note 36 for details of acquisitions. During the year, Campbell Brothers Limited Superannuation Pty Ltd was voluntarily deregistered. |
Country of Ownership interest % Footnote Incorporation 2008 2007 |
| Parent entity Campbell Brothers Limited Aust Subsidiaries Australian Laboratory Services Pty Ltd Aust 100 100 ACIRL Proprietary Ltd 1 Aust 100 - ACIRL Quality Testing Services Pty Ltd 1 Aust 100 - ALS Analytical Testing (Shanghai) Co. Ltd 4 China 100 100 ALS Bolivia Ltda 4 Bolivia 100 100 ALS Brasil Ltda 4 Brazil 100 100 ALS Canada Ltd 5 Canada 100 100 Manitoba Technology Centre Ltd 5 Canada 100 100 ALSMX, S.A. de C.V. 4 Mexico 100 100 ALS-Indequim, S.A. de C.V. 3,4 Mexico 100 70 ALS (Barbados) Ltd 4 Barbados 100 100 ALS Chemex de Mexico S.A. de C.V. 4 Mexico 100 100 ALS Chemex South Africa (Proprietary) Ltd South Africa 100 100 ALS Chemex (Guangzhou) Ltd 2 China 100 - ALS Colombia Ltda Colombia 100 100 ALS Czech Republic s.r.o 4 Czech Republic 100 100 ALS Geolab SRL 4 Argentina 100 100 ALS Ghana Limited Ghana 100 100 ALS Patagonia S.A. 4 Chile 100 100 ALS Peru S.A. 4 Peru 100 100 ALS Sweden AB Sweden 100 100 ALS Scandinavia AB (formerly ALS Analytica AB) Sweden 100 100 ALS Finland OY 2 Finland 100 - ALS Chita Holdings AB Sweden 100 100 ALS Laboratory Group LLC 2 Russia 100 - ALS Poland Sp. z.o.o. 2 Poland 100 - ALS Portugal Lda 2 Portugal 100 - ALS Taiwan Co. Ltd 4 Taiwan 51 51 ALS Technichem (HK) Pty Ltd Hong Kong 100 100 ALS Technichem (Singapore) Pte Ltd Singapore 100 100 ALS Testing Services (Thailand) Co. Ltd Thailand 100 100 ASL International Ltd 4 Barbados 100 100 Carolab (Proprietary) Ltd 1 South Africa 73.9 - Consulchem Pty Ltd Aust 100 100 Group de Laboratoire ALS MALI SARL 4 Mali 100 100 Abilab Burkina SARL 4 Burkina Faso 100 100 Abilab Exploitation SARL 4 Mali 100 100 S.C. Rom Analize S.R.L. 4 Romania 100 100 Witlab (Proprietary) Ltd 1 South Africa 100 - Bushland Products Pty Ltd Aust 100 100 Campbell Brothers Trading Pty Ltd 6 Aust - 100 Carpi Ltd PNG 100 100 Panamex Pacifc (PNG) Ltd PNG 100 100 CBL Campbell Brothers NZ Ltd NZ 100 100 CBL Campbell Brothers USA, Inc USA 100 100 e-Lab Analytical, Inc 1 USA 100 - ALS USA MI, Corp (formerly Microspec Analytical Group, Ltd) 1 USA 100 - ALS USA, Inc USA 100 100 Panamex Pacifc, Inc USA 100 100 Panamex Pacifc, Inc American Samoa 100 100 Panamex Pacifc Ltd NZ 100 100 Proclean Ltd NZ 100 100 Reward Supply Co. Pty Ltd Aust 100 100 Albert Crocker & Son Pty Ltd 6 Aust - 100 Pandee Services Pty Ltd Aust 100 100 Parker Sales & Service Pty Ltd Aust 51 51 Reward Supply Co. (N.Q.) Pty Ltd 3 Aust 100 80 Currey Pty Ltd Aust 100 100 Currey (N.Q.) Pty Ltd Aust 100 100 Whitsunday Catering Supplies Pty Ltd Aust 100 100 Reward Supply Co. (N.T.) Pty Ltd Aust 51 51 Strategic Retail Performance Pty Ltd 6 Aust - 100 |
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
35. Reconciliation of cash flows from operating activities
| In thousands of AUD Note |
Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Cash fows from operating activities Proft for the period Adjustments for: Amortisation and depreciation 22 Finance charges on capitalised leases Finance income on capitalised leases Foreign exchange gain/(loss) (Proft)/loss on sale of property plant and equipment Discount on executive shares Gain on sale of pest control and cleaning services business segment Gain on sale of investment in CCI Holdings Ltd Net Loss on disposal of the consumer products contract manufacturing business Write off loan to controlled entity Share of associates and joint venture net proft Net non-cash expenses Operating cashfow before changes in working capital and provisions (Increase)/decrease in amounts owing by controlled entities (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories (Decrease)/increase in trade and other payables (Decrease)/increase in taxation provisions Net cash from operating activities |
77,205 59,018 32,487 25,933 28,172 24,310 3,774 3,683 702 667 288 157 (376) (189) (376) (189) - - 61 (2,664) (215) (36) (60) (46) - 378 - 378 - (10,060) - (3,914) (7,090) - - - 66 - 66 - - - - - (1,652) (1,001) - - 9,599 2,103 588 (251) |
| 106,411 75,190 36,828 23,087 - - (3,611) (2,267) (21,507) (16,065) (2,530) (2,023) (7,098) (6,529) (253) 326 (190) 3,321 (93) 2,115 1,960 2,179 1,495 904 |
|
| 79,576 58,096 31,836 22,142 |
36. Acquisitions of subsidiaries and minority interests
Business Combinations
| Acquisitions of subsidiaries and minority interests Business Combinations |
|
|---|---|
| In thousands of AUD Interest acquired Date acquired |
Consideration |
| 2008 E-Lab Analytical, Inc 100% 31 August 2007 ALS USA MI, Corp (formerly Microspec Analytical Group, Ltd) 100% 31 August 2007 ACIRL Pty Ltd 100% 1 October 2007 Witlab (Pty) Ltd 100% 30 November 2007 Carolab (Pty) Ltd 73.9% 30 November 2007 2007 Abilab Burkina SARL 100% 1 November 2006 Abilab Exploitation SARL 100% 1 November 2006 ALS Analytica AB 100% 31 July 2006 Consulchem Pty Ltd 100% 31 October 2006 Pandee Services Pty Ltd 100% 29 September 2006 S.C. Rom Analize S.R.L 100% 1 September 2006 Businesses acquired during the year (a) |
16,307 2,979 78,976 4,688 32 |
| 102,982 | |
| 2,097 592 25,555 3,734 1,583 43 10,035 |
|
| 43,639 |
(a) Businesses acquired have been absorbed into controlled entities
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08
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2008
36. Acquisitions of subsidiaries and minority interests continued
In the periods to 31 March 2008 the acquired entities contributed a net profit of $5,074,000 to the consolidated net profit for the year. If the acquisitions had occurred on 1 April 2007, Group revenue from continuing operations would have been $795,160,000, net profit from continuing operations would have been $82,333,000 and net profit from continuing operations attributable to equity holders of the Company (excluding transactions relating to the investment in CCI Holdings Limited - refer note 9) would have been $76,722,000.
Acquirees’ net assets at acquisition dates
| Acquirees’ net assets at acquisition dates | |
|---|---|
| In thousands of AUD | Recognised values 2008 2007 |
| Property, plant and equipment Intangible assets Inventories Trade and other receivables Cash and cash equivalents Interest-bearing loans and borrowings Trade and other payables Net identifable assets and liabilities Minority interest at acquisition Goodwill on acquisition Consideration paid, satisfed in cash Cash (acquired) Net cash outfow |
8,560 4,898 815 1,305 3,119 3,717 8,494 5,769 1,102 1,861 (3,402) (2,249) (8,140) (3,700) |
| 10,548 11,601 |
|
| (11) - 92,445 32,038 |
|
| 102,982 43,639 (1,102) (1,861) |
|
| 101,880 41,778 |
The amounts recognised at acquisition dates for each class of acquirees’ assets and liabilities were the same as the carrying amounts of those items in the accounts of the acquired entities immediately before acquisition.
Acquisition of minority interests
In July 2007 the Group acquired the remaining 30% interest in ALS-Indequim, S.A. de C.V. for $625,000 in cash, increasing ownership to 100%. The carrying amount of net assets in the financial statements on the date of acquisition was $743,000. The Group recognised a decrease in minority interests of $223,000 and goodwill of $402,000.
In March 2008 the Group acquired the remaining 20% interest in Reward Supply Co. (N.Q.) Pty Ltd for $1,200,000 in cash, increasing ownership to 100%. The carrying amount of net assets in the financial statements on the date of acquisition was $4,745,000. The Group recognised a decrease in minority interests of $949,000 and goodwill of $251,000.
37. Discontinued operations
In September 2007 the Group sold its consumer products contract manufacturing business. Prior year comparatives relate to that business and the Campbell Brothers Services segment which was sold during the March 2007 financial year.
The consumer products contract manufacturing business was not a discontinued operation or classified as held for sale as at 31 March 2007 and the income statement has been re-presented to show the discontinued operation separately from continuing operations.
Information attributable to discontinued operations is as follows:
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
37. Discontinued operations continued
| Discontinued operationscontinued | |
|---|---|
| In thousands of AUD Note |
Consolidated 2008 2007 |
| Cash fows from operating activities Revenue Expenses Results from operating activities Income tax expense Results from operating activities, net of income tax Gain on sale of discontinued operation 9 Income tax on gain on sale of discontinued operation Proft for the period Basic earnings per share Diluted earnings per share Cash fows from discontinued operation Net cash from operating activities Net cash from investing activities Net cash from fnancing activities Net cash from discontinued operation Effect of disposal on the fnancial position of the Group Property, plant and equipment Inventories Provisions Net identifable assets and liabilities Consideration received, satisfed in cash |
Restated 11,255 51,459 (11,187)* (50,429) |
| 68 1,030 (20) (281) |
|
| 48 749 (66) 9,397 388 (1,979) |
|
| 370 8,167 |
|
| 0.71c 15.84c 0.71c 15.84c |
|
| (20) 3,163 3,734 45,789 - (1,181) |
|
| 3,714 47,771 |
|
| (1,653) (2,096) 334 (3,415) 3,708 |
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NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
38. Key management personnel disclosures
The following were key management personnel of the Group at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period:
Non-executive directors
Executives
G J McGrath (Chairman) H Blok (Executive Vice President, ALS Laboratory Group) A J Love D Brown (General Manager, Chemical Division) N Withnall C Clements (General Manager, Reward Distribution Group, M D Kriewaldt appointed 12 November 2007) R G Hill N Thompson (former General Manager, Reward Distribution Group) (i) B R Brown P Davis (former General Manager, Campbell Consumer Products) (ii) A Austin (former Company Secretary / Group Finance Manager) (iii)
Executive director
G F Kilmister (Managing Director and CEO)
(i) N Thompson ceased employment with the Group on 31 March 2008.
(ii) P Davis ceased employment with the Group on 5 October 2007.
(iii) A Austin ceased employment with the Group on 5 April 2007.
The key management personnel compensation included in employee expenses are as follows:
| In AUD | Consolidated The Company 2008 2007 2008 2007 |
|---|---|
| Short term employee benefts Post-employment benefts Other long term benefts Share-based payments |
2,674,595 2,812,389 2,674,595 2,033,060 1,027,412 454,618 1,027,412 445,054 396,595 4,587 396,595 4,133 - 378,000 - 378,000 |
| 4,098,602 3,649,594 4,098,602 2,860,247 |
Information regarding individual directors and executives is provided in the Remuneration Report section of the Directors’ Report on page 28.
Loans to key management personnel and their related parties (consolidated)
Details regarding loans outstanding at the reporting date to key management personnel and their related parties, where the individual’s aggregate loan balance exceeded $100,000 at any time in the reporting period, are as follows:
| Balance | Balance | Interest paid | Highest balance | |
|---|---|---|---|---|
| 1 April 2007 | 31 March 2008 | and payable in | in period | |
| 2008 | $ | $ | the reporting period $ | $ |
| Directors | ||||
| G F Kilmister | 561,044 | 494,864 | - | 561,044 |
| Balance | Balance | Interest paid | Highest balance | |
| 1 April 2006 | 31 March 2007 | and payable in | in period | |
| 2007 | $ | $ | the reporting period $ | $ |
| Directors | ||||
| G F Kilmister | 142,994 | 561,044 | - | 584,844 |
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
38. Key management personnel disclosures continued
Details regarding the aggregate of loans made, guaranteed or secured by any entity in the Group to key management personnel and their related parties, and the number of individuals in each group, are as follows:
| Opening | Closing | Interest paid | Numbers in | |
|---|---|---|---|---|
| Balance | Balance | and payable in | group at | |
| $ | $ | the reporting period $ | 31 March | |
| Total for key management personnel | ||||
| and their related entities: | ||||
| Directors | ||||
| 2008 | 561,044 | 494,864 | - | 1 |
| 2007 | 142,944 | 561,044 | - | 1 |
| Executives | ||||
| 2008 | 328,879 | 103,794 | - | 2 |
| 2007 | 378,184 | 328,879 | - | 5 |
Loans made to the key management personnel are interest free (2007: 0%). These loans have been made to executives under the terms of the Company’s Employee Share Plan. Refer to Note 27 for terms and conditions of loans under the Employee Share Plan. These loans are on terms and conditions no more favourable than loans available to other employees under the Plan. No amounts have been written off, or recorded as allowances, as the balances are considered fully collectible.
Equity instruments
The Executive Share Option Plan (ESOP) was terminated by the Board during the year ended 31 March 2006. All options over unissued ordinary shares were exercised during the year ended 31 March 2006. There were no options or rights over equity instruments granted as compensation during the year.
Exercise of options granted as compensation
There were no shares issued as a result of exercise of options during the year.
Movements in shares
The movement during the reporting period in the number of ordinary shares in Campbell Brothers Limited held directly, indirectly or beneficially by each key management person, including their related parties, is as follows:
| Held at | Held at | |||
|---|---|---|---|---|
| 1 April 2007 | Purchases | Sales | 31 March 2008 | |
| Directors | ||||
| G J McGrath | 231,429 | 6,009 | - | 237,438 |
| G F Kilmister (i) | 157,338 | 2,000 | 15,500 | 143,838 |
| A J Love (i) | 94,834 | 27 | 5,360 | 89,501 |
| N Withnall | 1,870 | 51 | - | 1,921 |
| M D Kriewaldt (i) | 54,624 | 1,161 | - | 55,785 |
| R G Hill | 12,000 | - | - | 12,000 |
| B R Brown | 102,272 | - | 52,272 | 50,000 |
| Executives | ||||
| H Blok | 42,668 | 571 | 7,000 | 36,239 |
| D Brown | 10,000 | - | 10,000 | - |
| C Clements | - | - | - | - |
| N Thompson | 27,000 | - | 7,000 | 20,000 |
| P Davis (ii) | 41,500 | n/a | n/a | n/a |
| A Austin (ii) | 17,109 | n/a | n/a | n/a |
All purchases and sales complied with the Board’s Insider Trading Policy which permits trading by directors and executives during certain periods in the absence of knowledge of price-sensitive information.
(i) The balance of issued ordinary shares differs from the holdings disclosed in the Directors’ Report due to the inclusion above of holdings of certain related parties as required by Australian Accounting Standards. Such parties’ holdings are excluded from the balances disclosed in the Directors’ Report because they are not considered to be personally related entities under the Corporations Act 2001.
(ii) Executives ceased employment with the Group during the financial year. No purchases or sales occurred during the period they remained employees of the Group.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
08
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2008
39. Non-key management personnel related party disclosures
The following were key management personnel of the Group at any time during the reporting period and unless The Group has a related party relationship with its subsidiaries (see note 34), associates and joint venture (see note 18), and with its key management personnel (see note 38).
Related party transactions
Subsidiaries
Loans are made by the Company to wholly owned subsidiaries for capital purchases and to meet day to day funding requirements. Loans outstanding between the Company and its wholly owned Australian entities have no fixed date of repayment and are non-interest bearing. Where the Company has loaned funds to or received funds from other Australian non-wholly owned subsidiaries or loaned funds to or received funds from wholly owned subsidiaries incorporated outside of Australia, interest is charged at prevailing commercial rates.
Joint venture
A loan has been made by the Group to joint venture entity, ALS Mineralogy Pty Ltd, for capital purchases and to meet day to day funding requirements. The loan has no fixed date of repayment and interest is charged at prevailing commercial rates.
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C A M P B E L L B R O T H E R S L I M I T E D A N D I T S C O N T R O L L E D E N T I T I E S
DIRECTORS’ DECLARATION
For the year ended 31 March 2008
-
1 In the opinion of the directors of Campbell Brothers Limited (“the Company”):
-
(a) the financial statements and notes, numbered 1 to 39, and the remuneration disclosures marked “audited” contained in section 7 of the Remuneration report in the Directors’ report, are in accordance with the Corporations Act 2001, including:
-
(i) giving a true and fair view of the Company’s and the Group’s financial position as at 31 March 2008 and of their 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;
-
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2(a);
-
(c) the remuneration disclosures marked “audited” contained in section 7 of the Remuneration report in the Directors’
- report comply with Australian Accounting Standard AASB 124 Related Party Disclosures ; and
-
(d) 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 T here are reasonable grounds to believe that the Company and the controlled entities identified in Note 33 will be able to meet any obligations or liabilities to which they are or may become subject, by virtue of the Deed of Cross Guarantee between the Company and those entities, pursuant to the ASIC Individual Order dated 22 March 2005.
-
3 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 31 March 2008.
Signed in accordance with a resolution of the directors:
==> picture [91 x 21] intentionally omitted <==
G J McGrath Chairman
G F Kilmister Managing Director
Brisbane 27 May 2008
Brisbane 27 May 2008
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==> picture [91 x 39] intentionally omitted <==
INDEPENDENT AUDITOR’S REPORT
to the members of Campbell Brothers Limited
Report on the financial report and the remuneration disclosures contained in the directors’ report
We have audited the accompanying financial report of Campbell Brothers Limited (the Company), which comprises the balance sheets as at 31 March 2008, and the income statements, statements of recognised income and expense and cash flow statements for the year ended on that date, accompanying notes 1 to 39 and the directors’ declaration of the Group comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year.
As is permitted by the Corporations Regulations 2001 , the Company has disclosed information about the remuneration of directors and executives (remuneration disclosures), required by Australian Accounting Standard AASB 124 Related Party Disclosures , under the heading “Remuneration Report” in section 7 of the directors’ report and not in the financial report. These remuneration disclosures are marked “audited”. We have audited these remuneration disclosures. The Remuneration Report also contains information marked “unaudited” which is not required by Australian Accounting Standard AASB 124 and is not subject to our audit.
Directors’ responsibility for the financial report and the AASB 124 remuneration disclosures contained in the directors’ report The directors of the Company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of a financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 2, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements , that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.
The directors of the Company are also responsible for the preparation and presentation of the remuneration disclosures contained in the directors’ report.
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. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. Our responsibility is also to express an opinion on the remuneration disclosures contained in the directors’ report based on our audit.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report and the remuneration disclosures contained in the directors’ report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report and the remuneration disclosures contained in the directors’ report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report and the remuneration disclosures contained in the directors’ report 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 and the remuneration disclosures contained in the directors’ report.
We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards (including the Australian Accounting Interpretations), a view which is consistent with our understanding of the Company’s and the Group’s financial position and of their performance and whether the remuneration disclosures are in accordance with Australian Accounting Standard AASB 124.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Auditor’s opinion
In our opinion:
-
(a) the financial report of Campbell Brothers Limited is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the Company’s and the Group’s financial position as at 31 March 2008 and of their 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 ;
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2; and
-
(c) the remuneration disclosures contained in section 7 of the directors’ report and marked “audited” comply with Australian Accounting Standard AASB 124 Related Party Disclosures .
==> picture [56 x 26] intentionally omitted <==
KPMG
==> picture [134 x 34] intentionally omitted <==
Robert S Jones Partner
Brisbane 27 May 2008
KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
Liability limited by a scheme approved under Professional Standards Legislation.
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LEAD AUDITOR’S INDEPENDENCE DECLARATION
Under Section 307C of the Corporations Act 2001
==> picture [92 x 39] intentionally omitted <==
To: the directors of Campbell Brothers Limited
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 31 March 2008 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 [55 x 25] intentionally omitted <==
KPMG
==> picture [135 x 34] intentionally omitted <==
Robert S Jones Partner
Brisbane 27 May 2008
KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
Liability limited by a scheme approved under Professional Standards Legislation.
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08
TWENTY LARGEST SHAREHOLDERS
As at 27 May 2008
| Name | State | No. of Ordinary | % of Issued |
|---|---|---|---|
| Shares Held | Capital | ||
| 1. JP Morgan Nominees Australia Limited | New South Wales | 3,042,516 | 5.84 |
| 2. ANZ Nominees Limited | Victoria |
2,409,163 | 4.62 |
| 3. National Nominees Limited | Victoria | 1,889,845 | 3.62 |
| 4. HSBC Custody Nominees (Australia) Limited | New South Wales | 1,734,860 | 3.33 |
| 5. Milton Corporation Limited | New South Wales | 1,413,310 | 2.71 |
| 6. RBC Dexia Investor Services Australia | |||
| Nominees Pty Limited | New South Wales | 1,266,170 | 2.43 |
| 7. Faircase Pty Ltd | Queensland | 947,440 | 1.82 |
| 8. Cogent Nominees Pty Limited | New South Wales | 839,639 | 1.61 |
| 9. ANZ Nominees Limited | Victoria | 815,384 | 1.56 |
| 10. Argo Investments Limited | South Australia | 577,954 | 1.11 |
| 11. Smersh Investments Pty Ltd | Queensland | 500,000 | 0.96 |
| 12. Australian Foundation Investment Company Limited | Victoria | 459,286 | 0.88 |
| 13. RBC Dexia Investor Services Australia Nominees | |||
| Pty Limited | New South Wales | 445,833 | 0.86 |
| 14. Citicorp Nominees Pty Ltd | Victoria | 445,487 | 0.85 |
| 15. Gardenglen Pty Ltd | Queensland | 421,535 | 0.81 |
| 16. CPU Share Plans Pty Limited | |||
| New South Wales | 417,300 | 0.80 | |
| 17. Mrs Dorothy Anne Stewart | Queensland | 338,000 | 0.65 |
| 18. Brickworks Investment Company Limited | New South Wales | 301,629 | 0.58 |
| 19. Mrs Joyce Selina Hinds | Queensland | 300,190 | 0.58 |
| 20. Choiseul Investments Limited | New South Wales | 282,161 | 0.54 |
| TOTAL | 18,847,702 | 36.16 |
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SHAREHOLDER INFORMATION
Other ASx Requirements
Substantial Shareholders
The number of shares held by substantial shareholders as disclosed in substantial shareholding notices given to the Company as at 27 May 2008 were:
| No. of Shares | % Held | |
|---|---|---|
| ING Australia Holdings | ||
| Limited (ING) | 4,534,530 | 8.70 |
| Australia and New Zealand | ||
| Banking Group Limited (ANZ)^ | 3,957,503 | 7.60 |
^ 3,646,520 shares taken to have same relevant interest as ING by reason of ANZ having voting power above 20% of ING.
Statement of Quoted Securities
The Company’s total number of shares on issue is 52,136,610 ordinary fully paid shares. At 27 May 2008 the total number of shareholders owning these shares was 6,802 on the register of members maintained by Computershare Investor Services Pty Ltd.
36.16% of total issued capital is held by or on behalf of the twenty largest shareholders.
Voting Rights
Under the Company’s Constitution, every member entitled to vote who is present at a general meeting of the Company in person or by proxy or by attorney or in the case of a corporation, by representative, shall, upon a show of hands, have one vote only.
Proxies - Where a member appoints 2 proxies, neither proxy is entitled to a vote on a show of hands.
Poll - On a poll, every member entitled to vote shall, whether present in person or by proxy or attorney or, in the case of a corporation, by representative, have one vote for every share held by the member.
At 27 May 2008, there were no options held over unissued ordinary shares in the Company.
| ordinary shares in the Company. | ordinary shares in the Company. | |
|---|---|---|
| Distribution Schedule of Shareholders | ||
| No. of Shares Held | No. of Shareholders | |
| 1 - |
1,000 | 2,304 |
| 1,001 - | 5,000 | 3,038 |
| 5,001 - | 10,000 | 783 |
| 10,001 - | 100,000 | 627 |
| 100,001 and over | 50 | |
| 6,802 |
The number of shareholders each holding less than a marketable parcel of the Company’s ordinary shares at 27 May 2008 was 62.
Uncertificated Share Register
The Company’s share register is totally uncertificated. Two forms of uncertificated holdings are available to shareholders:
- Broker Sponsored holdings: sponsored by a
stockbroker. This type is attractive to regular stockmarket traders or those shareholders who have their share portfolio managed by a stockbroker.
Holding statements are issued to shareholders within 5 business days after the end of any month in which transactions occur that alter the balance of your shareholding.
Securities Exchange Listing
The shares of Campbell Brothers Limited are listed on the Australian Securities Exchange under the trade symbol CPB, with Brisbane being the home exchange. Details of trading activity are published in most daily newspapers, generally under the abbreviation of Cam Bros.
Other Shareholder Information
Visit the Company’s website at www.campbell.com.au for the latest information on the Company’s activities.
Share Registry
To update and manage your shareholding easily and quickly, go to www-au.computershare.com and login to Investor Centre to make changes to your address or view balances. Any questions concerning your CBL shareholding, share transfers or dividends, please contact our Share registry, Computershare Investor Services Pty Ltd. They can be contacted by phone on 1300 552 270 (within Australia), +61 7 3237 2100, by fax on +61 7 3229 9860 or online at the above web address.
Annual Reports
The latest Annual Report can be accessed from the Company’s website at www.campbell.com.au. If you wish to receive a hard copy of the annual report, please contact our Share registry, Computershare Investor Services Pty Ltd, to request that the annual report be sent to you in future.
Changing Your Address?
If you change your address, please promptly notify our Share registrar in writing. You should quote your SRN (Shareholder Reference Number) or HIN (Holder Identification Number) and also quote your old address as an added security check.
Direct Deposit into Bank Accounts
If you choose, your CBL dividends can be paid directly into a bank, building society or credit union account in Australia on the dividend payment date. Details will be confirmed by an advice mailed to you on that date. Application forms are available from the Share registrar.
Dividend Reinvestment Plan
If you want your dividends reinvested to purchase more CBL shares at a discounted price, contact the Share registry for a DRP Application form and Explanatory booklet. The current discount is 7.5% off the weighted average market price, calculated over the five trading days subsequent to the record date. Currently, the DRP Plan is only open to shareholders with registered addresses in Australia or New Zealand.
• Issuer Sponsored holdings: sponsored by the Company. Has the advantage of being uncertificated without the need to be sponsored by a stockbroker.
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TEN YEAR SUMMARY 08
| 1999 | 2000 | 2001 | 2002 | 2003 | 2004 | 2005* | 2006 | 2007 | 2008 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| $000 | $000 | $000 | $000 | $000 | $000 | $000 | $000 | $000 | $000 | ||
| Sales Revenue | 198,755 | 271,736 | 319,146 | 336,219 | 359,278 | 390,269 | 435,562 | 522,654 | 662,654 | 772,286 | |
| Funds Employed | |||||||||||
| Share capital | 63,020 | 65,186 | 67,049 | 98,186 | 100,067 | 104,327 | 112,185 | 197,923 | 208,692 | 223,111 | |
| Reserves | 3,295 | 3,505 | 4,576 | 828 | (2,506) | (7,344) | (421) | 3,398 | 5,792 | (6,012) | |
| Retained earnings | 16,071 | 19,767 | 28,850 | 28,527 | 28,700 | 37,768 | 37,496 | 53,650 | 83,538 | 120,502 | |
| Minority interests | 18 | 151 | 66 | 300 | 230 | 995 | 1,971 | 1,681 | 1,525 | 604 | |
| Non-current liabilities | 25,970 | 50,295 | 86,888 | 94,378 | 92,786 | 100,006 | 84,991 | 118,648 | 133,037 | 239,483 | |
| Current liabilities | 31,098 | 50,665 | 53,055 | 48,855 | 53,592 | 48,593 | 65,850 | 85,734 | 83,345 | 99,981 | |
| Total funds employed | 139,472 | 189,569 | 240,484 | 271,074 | 272,869 | 284,345 | 302,072 | 461,034 | 515,929 | 677,669 | |
| Represented by | |||||||||||
| Property, plant & equipment | 46,792 | 65,863 | 77,361 | 87,486 | 86,572 | 85,947 | 89,313 | 125,361 | 134,566 | 152,074 | |
| Current assets | 54,116 | 76,973 | 90,528 | 108,337 | 106,594 | 111,784 | 137,529 | 188,863 | 215,660 | 259,075 | |
| Non-current assets | 5,118 | 5,414 | 21,150 | 9,470 | 13,173 | 13,284 | 8,063 | 10,831 | 29,170 | 36,327 | |
| Intangibles | 33,446 | 41,319 | 51,445 | 65,781 | 66,530 | 73,330 | 67,167 | 135,979 | 136,533 | 230,193 | |
| Total assets | 139,472 | 189,569 | 240,484 | 271,074 | 272,869 | 284,345 | 302,072 | 461,034 | 515,929 | 677,669 | |
| Trading Results | |||||||||||
| Financing costs (net) | 1,591 | 2,792 | 4,203 | 4,910 | 5,125 | 5,752 | 5,477 | 5,555 | 6,849 | 9,775 | |
| Depreciation & amortisation | 7,553 | 8,910 | 11,549 | 13,931 | 15,459 | 15,768 | 13,999 | 16,512 | 24,310 | 28,172 | |
| Proft before tax | 16,317 | 18,560 | 19,647 | 16,319 | 17,238 | 21,509 | 45,143 | 52,075 | 86,537 | 109,008 | |
| Income tax expense | 5,670 | 6,295 | 3,028 | 5,030 | 5,703 | 6,903 | 10,381 | 17,182 | 27,519 | 31,804 | |
| Proft after tax | |||||||||||
| (before g’will & unusual items) | 11,416 | 13,199 | 13,913 | 13,548 | 14,558 | 17,904 | 24,966 | 34,227 | 51,600 | 71,655 | |
| Proft after tax | |||||||||||
| (before g’will & unusual items) | |||||||||||
| - attributable to members | 11,396 | 12,996 | 14,139 | 13,493 | 14,919 | 17,939 | 25,005 | 34,177 | 51,648 | 71,270 | |
| Proft after tax, goodwill & unusual | items | ||||||||||
| - attributable to members | 10,627 | 12,062 | 17,985 | 11,234 | 11,896 | 14,641 | 34,344 | 34,843 | 59,066 | 76,819 | |
| Dividend | 7,299 | 8,366 | 9,429 | 11,607 | 11,723 | 13,183 | 17,297 | 23,560 | 36,072 | 49,456 | |
| Other Statistics | (Ref) | (a),(b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) |
| Net tangible asset | |||||||||||
| backing per share | $ | 1.61 | 1.52 | 1.56 | 1.60 | 1.53 | 1.56 | 2.04 | 2.37 | 3.16 | 2.07 |
| Earnings per share | |||||||||||
| (before g’will & unusual items) | c | 37.63 | 42.72 | 44.36 | 35.95 | 37.33 | 45.05 | 61.14 | 75.48 | 100.08 | 137.87 |
| Earnings per share | |||||||||||
| (before g’will & unusual items) | |||||||||||
| - attributable to members | c | 37.56 | 42.06 | 45.08 | 35.81 | 38.25 | 45.14 | 61.24 | 75.37 | 100.17 | 137.13 |
| Earnings per share | |||||||||||
| (after g’will & unusual items) | |||||||||||
| - attributable to members | c | 35.09 | 39.04 | 57.34 | 29.81 | 30.50 | 36.84 | 84.11 | 76.84 | 114.56 | 147.81 |
| Dividends per share | c | 24.0 | 27.0 | 30.0 | 30.0 | 30.0 | 33.0 | 42.0 | 50.0 | 70.0 | 95.0 |
| Return on average equity | |||||||||||
| (before g’will & unusual items) | % | 14.3 | 15.5 | 14.7 | 11.9 | 11.5 | 13.7 | 17.4 | 16.8 | 18.6 | 22.5 |
| Return on average equity | |||||||||||
| (after g’will & unusual items) | % | 13.4 | 14.1 | 19.0 | 9.9 | 9.4 | 11.2 | 23.9 | 17.1 | 21.2 | 24.1 |
| Net debt (debt - cash) | $’000 | 22,624 | 48,166 | 84,876 | 83,251 | 85,783 | 94,040 | 73,171 | 85,680 | 88,907 | 191,466 |
| Gearing ratio (net debt/ | |||||||||||
| (net debt + total equity)) | % | 21.5 | 35.2 | 45.8 | 39.4 | 40.4 | 40.9 | 32.6 | 25.0 | 22.9 | 36.1 |
| Interest cover (after tax before | |||||||||||
| g’will & unusual items) | times | 8.2 |
5.7 | 4.3 | 3.8 | 3.8 | 4.1 | 5.6 | 7.2 | 8.5 | 8.3 |
| Interest cover | times | 11.3 |
7.6 | 5.7 | 4.3 | 4.4 | 4.7 | 9.2 | 10.4 | 13.6 | 12.2 |
| No. of Employees | 1,057 | 1,409 | 1,684 | 2,165 | 2,306 | 2,400 | 3,090 | 4,268 | 4,863 | 6,854 |
(a) Following the issue of 559,131 shares
(b) On 1 July 1998, the balance of $45.9 million in the Share Premium a/c
(Reserves) was transferred to the Share Capital a/c.
-
(c) Following the issue of 560,171 shares
-
(d) Following the issue of 448,380 shares
(e) Following the issue of 7,278,595 shares
-
(f) Following the issue of 404,680 shares
-
(g) Following the issue of 888,141 shares
-
(h) Following the issue of 1,214,541 shares
-
(i) Following the issue of 9,723,228 shares (including 1:5 rights issue)
-
(j) Following the issue of 634,409 shares * 2005 figures restated to AIFRS
-
(k) Following the issue of 514,100 shares
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PRINCIPAL OFFICES
Campbell Brothers Limited Registered Head Office
Level 2, 299 Coronation Drive Milton, Brisbane, Queensland 4064 Australia Telephone: +61 7 3367 7900 Facsimile: +61 7 3367 8156 www.campbell.com.au
ALS Laboratory Group Global Corporate Head Office
Level 2, 299 Coronation Drive Milton, Brisbane, Queensland 4064 Australia Telephone: +61 7 3367 7900 Facsimile: +61 7 3367 8156 www.alsglobal.com
ALS Regional Offices AFRICA
3 Friesland Drive Long Meadow Business Park South Edenvale 1609, Gauteng, Johannesburg South Africa Telephone: +27 11 608 0555 Facsimile: +27 11 608 3163
ASIA
14 Little Road #07-01 & #08-01 Tropical Industrial Building Singapore 536987 Telephone: +65 6283 9268 Facsimile: +65 6283 9689
AUSTRALIA
32 Shand Street Stafford, Queensland 4053 Telephone: +61 7 3243 7222 Facsimile: +61 7 3243 7218
EUROPE
Na Harfe 9/336 190 00 Prague 9 Czech Republic Telephone: +420 284 081 507 Facsimile: +420 284 081 762
NORTH AMERICA
212 Brooksbank Avenue North Vancouver BC V7J 2C1 Canada Telephone: +1 604 984 0221 Facsimile: +1 604 984 0275
SOUTH AMERICA
Calle 1 Lt-1A Mz D,Esq. Con Calle A, Urb. Industrial Bocanegra, Callao 1, Lima, Peru Telephone: +51 1 574 5700 Facsimile: +51 1 574 0721
Campbell Chemical Cleantec
Head Office
32 Perivale Street, Darra Brisbane, Queensland 4076 Telephone: +61 7 3710 3200 Facsimile: +61 7 3710 3210 www.cleantec.com.au
Deltrex Chemicals 7-11 Burr Court, Laverton North, Melbourne, Victoria 3026 Telephone: +61 3 9250 1000 Facsimile: +61 3 9250 1007 www.deltrex.com.au
Panamex Pacific
NEW ZEALAND Head Office Level 3, 52 Swanson Street Auckland NZ Telephone: +64 9 379 1440 Facsimile: +64 9 379 1449 www.panamex.co.nz
PAPUA NEW GUINEA
Panamex Pacific (PNG) Ibis Street, Lae, Papua New Guinea Telephone: 675 472 3566 Facsimile: 675 472 6604
UNITED STATES OF AMERICA
Panamex Pacific, Inc 620 East Washington Street, Suite 118 Petaluma, California 94952 Telephone: 707 766 9604 Facsimile: 707 766 9581
Reward Distribution Group
Head Office
85 Lawrence Drive, Nerang, Gold Coast Queensland 4211 Telephone: +61 7 5527 2518 Facsimile: +61 7 5527 4563 www.rewarddistribution.com.au
NEW ZEALAND
142 Neilson Street, Onehunga, Auckland, New Zealand Telephone: +64 9 634 0495 Facsimile: +64 9 634 0379 www.proclean.net.nz
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C A M P B E L L B R O T H E R S L I M I T E D A N N U A L R E P O R T 2 0 0 8
ABN 92 009 657 489
Registered Office Level 2, 299 Coronation Drive Milton Qld 4064 Telephone: 61 7 3367 7900 Facsimile: 61 7 3367 8156 www.campbell.com.au
General Information
Directors Geoff McGrath (Chairman) Greg Kilmister (Managing Director) Tony Love Nerolie Withnall Martin Kriewaldt Ray Hill Bruce Brown Company Secretary Tim Mullen Auditors KPMG Solicitors Minter Ellison Lawyers Bankers Westpac Banking Corporation Commonwealth Bank of Australia Citibank N.A., Sydney Branch Australia and New Zealand Banking Group Limited Share Registry Computershare Investor Services Pty Limited Level 19, CPA Building 307 Queen Street Brisbane Qld 4000 Enquiries: 1300 552 270 (within Australia) Telephone: 61 7 3237 2100 Facsimile: 61 7 3237 2152 www-au.computershare.com