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ALS LIMITED — Annual Report 2011
May 23, 2011
64365_rns_2011-05-23_93f75dfe-011e-43bc-962e-aa3b29a0256c.pdf
Annual Report
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Appendix 4E
Full year report for the Year Ending 31 March 2011 (the previous corresponding period is the Year Ended 31 March 2010)
Results for announcement to the market
| $A'000 | ||||
|---|---|---|---|---|
| Revenues from ordinary activities | Up | 34.3% | to | 1,108,329 |
| Profit (loss) from ordinary activities after tax | Up | 75.7% | to | 132,354 |
| attributable to members | ||||
| Net profit (loss) for the period attributable to | Up | 75.7% | to | 132,354 |
| members | ||||
| Underlying* net profit (loss) after tax and | Up | 75.6% | to | 132,208 |
| before unusual items attributable to members | ||||
| Total dividend per share for the year (50% | Up | 40% | at | $1.40 |
| franked) | ||||
| *Refer reconciliation appearing on page 4 of the | ||||
| attached Annual financial report. |
Dividend Disclosures
| Dividends (distributions) Amount per security Franked |
amount per security |
|---|---|
| Final dividend 75¢ |
37.5¢ |
| Interim dividend 65¢ |
32.5¢ |
| Date the final dividend (distribution) is payable | 1 July 2011 |
| +Record date to determine entitlements to the dividend | |
| (distribution) (i.e., on the basis of proper instruments of transfer | |
| received by 5.00 pm if +securities are not +CHESS approved, or security holding balances established by 5.00 pm or such later |
10 June 2011 |
| time permitted by SCH Business Rules if +securities are +CHESS | |
| approved) |
- See chapter 19 for defined terms
Appendix 4E Page 1
Results for announcement to the market for the year ended 31 March 2011
Campbell Brothers Limited
Amount per security
| Amount per security | ||
|---|---|---|
| Amount per security | Amount per security of conduit foreign income |
|
| Final dividend: Current year Previous year |
75¢ 55¢ |
37.5¢ 27.5¢ |
| Interim dividend:Current year Previous year |
65¢ 45¢ |
32.5¢ 22.5¢ |
Total final dividend (distribution) on all securities
| +Ordinary securities_(each class_ separately) Preference+securities_(each class_ separately) Other equity instruments_(each class_ separately) Total |
Current period $A'000 | Previous corresponding period-$A'000 |
|---|---|---|
| 50,628 - - |
34,628 - - |
|
| 50,628 | 34,628 |
Directors are mindful of the level of earnings generated overseas and the impact that this will have on the ability of the Company to frank dividends in the future. Continued efforts are being directed towards maintaining Australian taxable income to balance the continued overseas expansion. Current forecasts indicate that the dividends for the next financial year will be at least 50% partly franked.
NTA backing
| NTA backing | ||
|---|---|---|
| Current period | Previous corresponding period |
|
| Net tangible asset backing per +ordinary security |
$4.77 | $3.76 |
Audit
The report is based on the attached accounts which have been audited.
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Signature: Date: 24[th] May 2011 Company Secretary Print name: Tim Mullen
- See chapter 19 for defined terms
Appendix 4E Page 2
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Campbell Brothers Limited and its subsidiaries ABN 92 009 657 489
Annual financial report 31 March 2011
Campbell Brothers Limited and its subsidiaries Annual financial report for the year ended 31 March 2011
Contents
-
Directors‟ report (including remuneration report)
-
Profit and loss statement
-
Statement of comprehensive income
-
Balance sheet
-
Statement of changes in equity
-
Statement of cash flows
-
Notes to the financial statements
-
Directors‟ declaration
-
Audit report
-
Lead auditor‟s independence declaration
1
Campbell Brothers Limited and its subsidiaries
Directors’ report
For the year ended 31 March 2011
The directors present their report together with the financial report of the Group, comprising Campbell Brothers Limited (“the Company”) and its subsidiaries, for the year ended 31 March 2011 and the auditor‟s report thereon.
1. Directors
The directors of the Company at any time during or since the end of the financial year are:
GEOFFREY J McGRATH MIIE.
Chairman and Independent Non-Executive Director Age 69
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 Chairman of GWA International Limited, appointed effective 1 July 2010 (has been a non-executive director since July 2004). He was previously a director of Fletcher Building Limited (July 2003 – June 2009). He is Chairman of the Remuneration Committee and a member of the Audit and Compliance Committee.
GREG F KILMISTER B Sc (Hons), FRACI, MAIG
Managing Director and Chief Executive Officer Age 55
Mr Kilmister was appointed Managing Director and Chief Executive Officer of Campbell Brothers effective 1 September 2005. He 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.
NEROLIE WITHNALL BA, LLB, FAICD
Independent Non-Executive Director Age 67
Mrs Withnall was appointed a director of Campbell Brothers in 1994. She is a director of PanAust Limited (appointed May 1996), Alchemia Limited (appointed Oct 2003) and Computershare Limited (appointed July 2008). She was previously a director of Redcape Property Fund Limited (formerly Hedley Leisure and Gaming Property Partners Limited (June 2007 - November 2010), QM Technologies Limited (Sept 2003 – April 2008) and the Major Sports Facilities Authority. She is a former member of the Takeovers Panel, the Corporations and Markets Advisory Committee, the Senate of the University of Queensland and 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 BA, LLB (Hons), FAICD
Independent Non-Executive Director Age 61
Mr Kriewaldt was appointed a director of Campbell Brothers in 2001. He is Chairman of Opera Queensland Limited and a director of Macarthur Coal Limited (appointed October 2008), BrisConnections Management Company Limited (appointed October 2008), Oil Search Limited (appointed April 2002) and Impedimed Limited (appointed March 2005). He was previously a director of Peptech Limited (October 2003 - August 2007), GWA International Limited (1992 - October 2008) and Suncorp-Metway Ltd (Dec 1996 – April 2010). He is a member of the Audit and Compliance Committee and the Remuneration Committee.
RAYMOND G HILL FAICD
Independent Non-Executive Director Age 69
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 is a non-executive director of Parmalat Australia Ltd (unlisted public company). He is a member of the Audit and Compliance Committee.
2
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
1. Directors (continued)
BRUCE R BROWN B Com, AAUQ, FAICD
Independent Non-Executive Director Age 66
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 (December 2005 – November 2007). He is a member of the Remuneration Committee.
MELVYN J BRIDGES B AppSc, FAICD
Independent Non-Executive Director Age 61
Mr Bridges was appointed a director of Campbell Brothers in 2009. He has over 30 years experience in the biotechnology and healthcare industries. During this period, Mel founded and managed successful diagnostics, biotechnology and medical device businesses. He is currently Chairman of Alchemia Limited (appointed director in September 2003), ImpediMed Limited (appointed director in September 1999), and Non-Executive Director of Benitec Limited (appointed October 2007), and Tissue Therapies Limited (appointed March 2009). He was previously Chairman of Peptech Limited (December 2002 to November 2007), Incitive Limited (November 2007 – June 2010) and a non-executive director of Genera Biosystems Limited (December 2008 – November 2010).
2. Company Secretary
TIM MULLEN B Bus, M Com Law, FCPA, FCIS, FCLA
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 fourteen 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 technical testing and inspection services specifically supporting mining and mineral exploration, commodity certification, environmental monitoring, equipment maintenance, food and pharmaceutical quality assurance and industrial operations.
-
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:
-
Expanded its testing service capabilities by purchasing Ammtec Limited, a leading metallurgical and mineral testing consultancy company based in Western Australia; and
-
Divested its Cleantec chemical and cleaning solutions business.
Otherwise there were no significant changes in the nature of the activities of the Group during the year.
3
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued) For the year ended 31 March 2011
4. Review and results of operations
Net profit
Directors are pleased to report that the Group achieved a record financial result in the year to March 2011. Underlying net profit after tax (attributable to equity holders of the Company and excluding unusual items) was $132.2 million for the year in line with recent guidance provided to the market. The result was up 75.6% on the previous year and was generated from revenue of $1,108.3 million (up 34.3% on the year to March 2010). Net profit after tax attributable to equity holders of the Company was $132.4 million (refer to summary below).
This record performance was achieved despite the softening effect of a stronger Australian dollar on the translation of foreign earnings, and reflects both a recovery in business conditions and the Group‟s preparation ahead of the recovery. Investments in strategic acquisitions and increased operational capacity during the previous year established a platform from which the Group was able to take advantage of a significant growth in business volumes. In particular the recovery in global mineral exploration activity lifted demand for the analytical testing services provided by ALS Minerals division, which delivered a 63% increase in revenue over the previous year.
ALS Environmental and ALS Coal divisions recorded very strong revenue growth during the year. ALS Industrial division (formed following the acquisition of industrial services company PearlStreet in January 2010) generated revenue in excess of $112 million in its first full year with the Group.
Unusual items were recorded in the profit and loss statement in respect of two operating divisions – a gain on the divestment of the Cleantec chemical and cleaning solutions business unit from Campbell Chemicals division and impairments of goodwill and other assets in the under-performing Reward Distribution division. (Refer note 9 to the financial statements.)
In accordance with revised AASB3 Business Combinations which applied to the Group from 1 April 2010, transaction costs associated with acquisitions amounting to $2,840,000 (pre-tax) have been expensed in the profit and loss statement during the year. In prior periods such costs were included as part of the cost of acquisition. (Refer note 3(i) to the financial statements.)
Directors have declared a final partly franked (50%) dividend for the year of 75 cents per share (2010: 55 cents partly franked) bringing the total partly franked (50%) dividend for the year to $1.40 per share (2010: $1.00 partly franked).
The consolidated result is summarised:
| Revenue Underlying profit before financing costs, income tax and unusual items Net financing costs Income tax expense relating to underlying profit before unusual items Underlying profit before unusual items Net loss attributable to non-controlling interests before unusual items Underlying profit 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 financial statements): Gain on sale of chemical and cleaning solutions business Write-down to recoverable amount goodwill and inventories in Reward Distribution segment Income tax effect Effect of unusual items after income tax Profit attributable to equity holders of the company Basic earnings per share Diluted earnings per share |
This Year $’000 1,108,329 196,120 (10,244) (53,732) 132,144 64 132,208 8,654 (9,405) 897 146 132,354 $2.03 $2.03 |
Last Year $’000 825,533 |
|---|---|---|
| 116,983 (11,121) (30,971) |
||
| 74,891 410 |
||
| 75,301 | ||
| - - - |
||
| - | ||
| 75,301 | ||
| $1.29 $1.29 |
4
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued) For the year ended 31 March 2011
4. Review and results of operations (continued)
Divisional contributions
Contributions from business divisions are as follows:
| ALS Minerals Revenue Segment contribution Margin (segment contribution to revenue) |
2011 $’000 2010 $’000 Increase 334,477 204,984 63.2% 111,796 53,344 109.6% 33.4% 26.0% |
|---|---|
The ALS Minerals division performed very well in buoyant market conditions during the year to March 2011. Capital investments made during the previous twelve months paid off as increased capacity was deployed to meet the significant increase in demand for analytical services during the current financial year. The division enjoyed strong growth in all regions, particularly in North America and Africa. The November 2010 acquisition of Ammtec Limited added a valuable suite of metallurgical and consultancy services to the division‟s capabilities.
Contribution as a percentage of revenue improved significantly across the division, demonstrating a disciplined management of variable costs during a period of strong growth in business volumes.
| ALS Environmental Revenue Segment contribution Margin (segment contribution to revenue) |
2011 $’000 2010 $’000 Increase 308,281 245,205 25.7% 66,195 43,798 51.1% 21.5% 17.9% |
|---|---|
ALS Environmental delivered a strong result for the year, securing important government project work in a number of countries. The Australian region now includes an expanded presence in the Australian water services sector (following the acquisition of Ecowise Environmental in November 2009).
Margin performance improved in all regions, representing an ability to contain variable costs while growing the business and integrating acquisitions.
| ALS Coal Revenue Segment contribution Margin (segment contribution to revenue) |
2011 $’000 2010 $’000 Increase 73,023 61,755 18.2% 17,151 15,034 14.1% 23.5% 24.3% |
|---|---|
Despite a series of major weather events affecting exploration activity and export volumes across all operating regions, ALS Coal division delivered solid increases in both revenue and contribution in the year to March 2011. Inconsistent workflows resulted in a slightly lower contribution margin on revenue.
During the year, the Group acquired a property at Richlands (Brisbane) to replace its Riverview (Ipswich) operation. The facility has undergone a complete refit and will commence operations early in the new financial year. It will offer significantly increased capacity and technological capabilities and will function as the headquarters for the Australian coal operations.
| ALS Tribology Revenue Segment contribution Margin (segment contribution to revenue) |
2011 $’000 2010 $’000 Increase / (Decrease) 30,338 29,826 1.7% 4,009 4,643 (13.7%) 13.2% 15.6% |
|---|---|
A stronger Australian dollar softened the translation of revenue and contribution earned during the year by the North American region which dominates ALS Tribology.
While contribution margin eased slightly during the year, management expects the improvement recorded in the second half to continue into the new financial year.
5
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued) For the year ended 31 March 2011
4. Review and results of operations (continued)
Divisional contributions (continued)
| ALS Industrial Revenue Segment contribution Margin (segment contribution to revenue) |
2011 $’000 (12 months) 2010 $’000 (3 months) Increase 112,034 19,823 n/a 12,608 1,299 n/a 11.3% 6.6% |
|---|---|
ALS Industrial division was formed following the acquisition of PearlStreet in January 2010. It performed ahead of expectations in all regions during the financial year and continues to be the leader in its field, providing asset care services to the energy, resources and infrastructure sectors.
The division‟s strong revenue growth was supported by sound efficiency measures in delivering an improved contribution margin.
| Campbell Chemicals Revenue Segment contribution (excluding unusual items) Margin (segment contribution to revenue) |
2011 $’000 2010 $’000 Increase/ (Decrease) 130,322 151,799 (14.1%) 7,386 8,246 (10.4%) 5.7% 5.4% |
|---|---|
Despite the disruption caused by the divestment of the Cleantec business unit in December 2010, Campbell Chemicals division recorded an improved contribution margin, realising benefits from a stronger Australian dollar and operational efficiencies. The Panamex trading operation generated improved gross sales margins in its key regions.
| Reward Distribution Revenue Segment contribution (excluding unusual items) Margin (segment contribution to revenue) |
2011 $’000 2010 $’000 Increase/ (Decrease) 123,869 117,785 5.2% (1,811) 3,424 (152.9%) (1.5%) 2.9% |
|---|---|
The Reward Distribution hospitality supplies business delivered a disappointing result for the year to March 2011, contributing a loss from slightly higher revenue. The majority of the loss was generated during the first half of the year, after which a revised approach to product markets, brands and the division‟s operational cost base resulted in a break-even contribution for the second half. Trading conditions remain challenging, characterised by difficult tourism and hospitality markets, firm price competition and the strengthening Australian dollar.
6
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
5. Dividends
Dividends paid or declared by the Company since the end of the previous financial year are:
| Cents per share Franked amount (cents) Ordinary dividends declared and paid during the year: Final 2010, paid 1 July 2010 55.0 27.5 Interim 2011, paid 21 December 2010 65.0 32.5 Total amount Ordinary dividend declared after the end of the financial year: Final 2011, to be paid 1 July 2011 75.0 37.5 |
Total $’000 34,628 43,524 |
|---|---|
| 78,152 | |
50,628 |
The financial effect of this dividend has not been brought to account in the financial statements for the year ended 31 March 2011 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 testing and inspection services. Details are as follows:
-
The Group expanded its testing service capabilities through the November 2010 acquisition of Ammtec Limited a leading metallurgical and mineral testing consultancy company based in Western Australia.
-
75% of the consideration paid for Ammtec was satisfied by the issue of 3,491,408 shares in the Company in November and December 2010.
-
The Company divested its Cleantec chemical and cleaning solutions business in December 2010.
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.
7
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
7. Remuneration report – audited Remuneration policies
Overview of remuneration policies
The Board recognises that the continued growth and strong financial performance of the Group depends upon its ability to motivate 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 Board and Executive Remuneration Policy. Given the changes in the global economy the Committee undertook a complete review of its guiding documents including the Committee‟s Charter, the Board and Executive Remuneration Policy and the long and short term incentive programs during 2009, 2010 and again in 2011 to ensure alignment with Australian legislative changes.
The Remuneration Committee of the Board of Directors is responsible for reviewing and recommending compensation arrangements for the directors, the Managing Director and 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 shareholder 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 comparable companies locally and internationally.
The Committee will continue to consider the ability of the Group to fund changes to remuneration packages in the short and longer term when determining future executive compensation packages.
Independence of the Remuneration Committee
The Remuneration Committee comprises three independent non-executive directors.
Non-executive Directors’ Remuneration Framework
Total remuneration for all non-executive directors, last voted upon by shareholders at the 2010 AGM was to not exceed $950,000 per annum (including Superannuation Guarantee of 9%).
Non-executive directors do not receive equity based compensation or any performance based remuneration. Directors' fees cover all 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 is effective from 1 August 2010 and is outlined below:
Chairman of the Board : $200,000 (covers all responsibilities as Chairman of the Board and the Remuneration Committee and member of the Audit and Compliance Committee)
Other non-executive directors :
Board membership: $100,000
Committee membership:
| Audit and Compliance Committee | Remuneration Committee | |
|---|---|---|
| $ | $ | |
| Chairman | 25,000 | n/a * |
| Member | 12,500 | 2,500 |
- currently filled by the Chairman of the Board
The above amounts are the remuneration paid annually and are exclusive of mandatory superannuation contributions payable by the Group on behalf of the directors.
8
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
- Remuneration report – audited (continued)
Executive Director and Executives’ Remuneration Framework
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 Board and Executive Remuneration Policy the Group‟s reward structure for invited executives comprises the following elements:
-
Fixed remuneration comprising pre-determined cash, superannuation / pension contributions and benefits.
-
Variable (“at risk”) remuneration comprising incentive payment opportunities with a short term (annual) and long term (three year) focus.
The 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
Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any FBT charges or equivalent 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 remuneration is competitive in the market place.
The Hay Group were appointed by the Board in early 2011 to provide market information to be used in assessment of the CEO‟s and key management personnel‟s remuneration. Comparator groups for benchmarking were chosen on the basis of similar market capitalisation and employee numbers.
All executive remuneration decisions are made at Board level, upon recommendation by the Remuneration Committee. Remuneration levels are based on performance of the executives and are aligned to market information including that provided by Hay Group.
9
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
- Remuneration report – audited (continued)
At risk remuneration
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 Incentive Schemes 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 and other individual performance hurdles that must be delivered during the period.
The STI plan is an at-risk cash bonus scheme 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. Financial performance targets relate to either the Group, or business unit results relevant to each individual. Individual performance targets relate to key objectives (KPI‟s) that must be delivered by the executive during the period.
Executives‟ STIs may not exceed 60% as a proportion of the individual executive‟s total fixed remuneration as at the July review date. Typically they range between 15% and 45% as individually determined by the Remuneration Committee.
STI plan payments are subject to final approval by the Board (based on Remuneration Committee recommendation) which has the ultimate discretion over payment.
The Group runs an equity-based LTI plan which operates to provide invited executives a secondary atrisk performance incentive which is based on performance rights. In jurisdictions where securities legislation prevents economic implementation “phantom rights” (cash-settled) are provided.
The plan runs over a three year performance period and the rights vest only if Earnings Per Share (“EPS”) or relative Total Shareholder Return (“TSR”) hurdles are achieved by the Group over the specified performance period. 50 percent of each employee‟s rights are subject to EPS measurement and 50 percent are subject to the TSR measurement. The performance hurdles and vesting proportions for each measure are as follows:
| Compound annual diluted EPS growth |
Proportion of performance rights that may be exercised if EPS growth hurdle is met 2008 issue 2009 issue 2010 issue |
Proportion of performance rights that may be exercised if EPS growth hurdle is met 2008 issue 2009 issue 2010 issue |
Proportion of performance rights that may be exercised if EPS growth hurdle is met 2008 issue 2009 issue 2010 issue |
|---|---|---|---|
| Less than 13% per annum |
0% | 0% | 0% |
| 13% per annum | 25% | 25% | 25% |
| Between 13% and 20% per annum |
Straight line vesting between 25% and 50% |
Straight line vesting between 25% and 50% |
Straight line vesting between 25% and 50% |
| 20% or higher per annum |
50% (i.e. 50% of total grant) |
50% (i.e. 50% of total grant) |
50% (i.e. 50% of total grant) |
| Performance period | 1 April 2008 – 31 March 2011 |
1 April 2010 – 31 March 2012 |
1 April 2010 – 31 March 2013 |
10
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
7. Remuneration report – audited (continued)
| TSR of Campbell Brothers Ltd relative to TSRs of comparator companies |
Proportion of performance rights that may be exercised if TSR hurdle is met 2008 issue 2009 issue 2010 issue |
Proportion of performance rights that may be exercised if TSR hurdle is met 2008 issue 2009 issue 2010 issue |
Proportion of performance rights that may be exercised if TSR hurdle is met 2008 issue 2009 issue 2010 issue |
|---|---|---|---|
| Less than the 50th percentile |
0% | 0% | 0% |
| 50th percentile | 25% | 25% | 25% |
| Between 50th percentile and 75th percentile |
Straight line vesting between 25% and 50% |
Straight line vesting between 25% and 50% |
Straight line vesting between 25% and 50% |
| 75th percentile or higher |
50% (i.e. 50% of total grant) |
50% (i.e. 50% of total grant) |
50% (i.e. 50% of total grant) |
| Comparator companies |
International companies:Bureau Veritas (France), Eurofins (France & Germany), Intertek (UK), SGS (Switzerland) Australian companies: Ausenco, Boart Longyear, Cardno, Clough, Coffey International, MacMahon Holdings, Monadelphous, Orica, Servcorp, Transfield Services, WorleyParsons. |
International companies: Bureau Veritas (France), Core Laboratories (USA), Eurofins (France & Germany), Intertek (UK), SGS (Switzerland), Australian companies: Ausenco, Boart Longyear, Cardno, Clough, Coffey International, MacMahon Holdings, Monadelphous, Orica, Servcorp, Transfield Services, WorleyParsons. |
International companies: Bureau Veritas (France), Core Laboratories (USA), Eurofins (France & Germany), Intertek (UK), SGS (Switzerland), Australian companies: Ausenco, Boart Longyear, Cardno, Clough, Coffey International, Industrea, MacMahon Holdings, Monadelphous, Orica, Sedgman, Servcorp, Transfield Services, WorleyParsons. |
| Performance period | 1 April 2008 to 31 March 2011 |
1 April 2009 to 31 March 2012 |
1 April 2010 to 31 March 2013 |
The cumulative performance hurdles are assessed at the end of the three year period and the “at risk” LTI component becomes exercisable or is forfeited by the executive from 1 July following the end of each period. New offers of participation are ratified by the Remuneration Committee. LTI plan rules prohibit those who are granted performance rights from entering into arrangements that limit their exposure to share price decreases.
11
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
- Remuneration report – audited (continued)
Consequences of performance on shareholders’ wealth
In considering the Group‟s performance and creation of shareholder wealth, the Remuneration Committee has regard to the following performance indicators in respect of the current financial year and the previous four financial years.
| Year ended 31 March Profit attributable to equity holders of the company Profit (excluding unusual items) attributable to equity holders of the Company Dividends paid or payable Share price |
2011 $’000 2010 $’000 2009 $’000 2008 $’000 2007 $’000 132,354 75,301 106,209 76,819 59,066 132,208 75,301 106,209 71,270 51,648 94,152 62,780 52,806 49,456 36,072 $46.35 $29.55 $13.60 $25.00 $22.10 |
|---|---|
The strategy of the Remuneration Committee in maintaining the Group‟s Board and 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 plan are:
-
Underlying NPAT (net profit after tax) targets in relation to the Group or EBIT (earnings before interest and tax) targets where these are in relation to specific business units.
-
The STI plan provides stretch financial targets for executives based on NPAT or EBIT and ROS (return on sales) criteria which executives must achieve in order to receive 50 - 95% of their “at risk” STI.
-
In addition to financial hurdles, executives have 5 - 30% of their STI payments based on achievement of individual KPIs. Individual KPIs relate to measurement of performance in some of the following areas – Health Safety & Environment and risk management, strategic plan delivery, customer service, leadership and team contribution, workforce capability and succession planning. The KPIs chosen are tailored to the executive‟s role and business unit plan requirements. In order for each KPI to align with corporate financial targets and strategic objectives, and to be meaningful as an incentive, each KPI must represent continuing high performance.
The financial performance hurdles governing the operation of both the STI and LTI plans are ratified independently by the Board based on a Remuneration Committee recommendation. The LTI hurdles are developed with advice from independent advisers.
The Remuneration Committee considers that the above performance-linked remuneration structure is generating the desired outcome.
Other benefits
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. Noncash 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
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.
12
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
7. Remuneration report – audited (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 set out below. The Group‟s practice is to review salaries for directors and executives as of 1 July every year.
| In AUD |
Short-term | Long-term | Long-term | Long-term | Post- employment |
Termin- ation benefits |
Total $ |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Salary & fees $ |
STI cash bonus (a) $ |
Non- monetary benefits (b) $ |
Value of share- based awards(c) $ |
LTI cash bonus (d) $ |
Other long term $ |
Super- annuation and pension benefits $ |
||||
| Directors Non-executive directors Mr G J McGrath Mrs N Withnall Mr M D Kriewaldt Mr R G Hill Mr B R Brown Mr M J Bridges Mr A J Love (retired 28 July 2009) Executive director (e) Mr G F Kilmister Executives(e) Mr B McDonald Mr R Naran Mr B Williams Mr P McPhee Mr P Jordan Mr D Brown |
||||||||||
| 2011 | 182,500 | - | - | - | - | 612 | 16,424 | - | 199,536 | |
| 2010 | 147,500 | - | - | - | - | 618 | 13,275 | - | 161,393 | |
| 2011 | 113,333 | - | - | - | - | 612 | 10,200 | - | 124,145 | |
| 2010 | 90,000 | - |
- | - | - | 618 | 8,100 | - | 98,718 | |
| 2011 | 103,333 | - | - | - | - | 612 | 9,300 | - | 113,245 | |
| 2010 | 80,000 | - | - | - | - | 618 | 7,200 | - | 87,818 | |
| 2011 | 100,833 | - | - | - | - | 612 | 9,075 | - | 110,520 | |
| 2010 | 77,500 | - | - | - | - | 618 | 6,975 | - | 85,093 | |
| 2011 | 73,750 | - | - | - | - | 612 | 25,253 | - | 99,615 | |
| 2010 | 66,667 | - | - | - | - | 618 | 6,000 | - | 73,285 | |
| 2011 | 88,333 | - | - | - | - | 612 | 7,950 | - | 96,895 | |
| 2010 | 33,000 | - | - | - | - | 310 | 2,970 | - | 36,280 | |
| 2011 | - | - | - | - | - | - | - | - | - | |
| 2010 | 22,500 | - | - | - | - | 200 | 2,025 | - | 24,725 | |
| 2011 | 984,065 | 630,000 | 17,106 | 418,219 | - | 612 | 49,268 | - | 2,099,270 | |
| 2010 | 900,000 | 200,000 | 19,571 | 98,240 | 130,000 | 618 | 50,000 | - | 1,398,429 | |
| 2011 | 416,336 | 149,146 | 5,207 | 163,656 | - | 380 | - | - | 734,725 | |
| 2010 | 438,947 | 64,551 | 5,600 | 50,878 | 55,712 | 386 | - | - | 616,074 | |
| 2011 | 295,498 | 126,396 | - | 78,676 | - | 380 | 10,322 | - | 511,272 | |
| 2010 | 291,790 | 58,268 | 6,048 | 27,568 | - | 386 | 7,266 | - | 391,326 | |
| 2011 | 302,691 | 135,000 | 33,696 | 92,147 | - | 380 | 25,631 | - | 589,545 | |
| 2010 | 236,606 | 60,000 | 32,844 | 29,554 | 50,000 | 386 | 21,294 | - | 430,684 | |
| 2011 | 331,805 | 100,000 | - | 94,228 | - | 380 | 29,862 | - | 556,275 | |
| 2010 | 270,642 | 60,000 | - | 30,162 | - | 386 | 24,358 | - | 385,548 | |
| 2011 | 220,582 | 30,000 | 68 | 60,141 | - | 380 | 27,495 | - | 338,666 | |
| 2010 | 192,661 | 35,000 | 526 | 17,988 | 37,933 | 386 | 17,339 | - | 301,833 | |
| 2011 | 258,258 | 42,500 | 19,800 | 40,391 | - | 380 | 23,110 | - | 384,439 | |
| 2010 | 240,550 | 30,000 | 19,800 | 4,842 | 16,571 | 386 | 21,650 | - | 333,799 | |
| Mr A Ross (f) | 2011 | 151,823 | n/a | - | - | - | 222 | 13,664 | - | 165,709 |
| 2010 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |
| Ms C Clements (g) | 2011 | 98,508 | - | 8,125 | - | - | 158 | 8,936 | 82,738 | 198,465 |
| 2010 | 222,936 | 15,000 | 19,500 | 3,039 | - | 386 | 20,064 | - | 280,925 | |
| Total Compensation: key management personnel |
2011 | 3,721,648 | 1,213,042 | 84,002 | 947,458 | - | 6,944 | 266,490 | 82,738 | 6,322,322 |
| 2010 | 3,311,299 | 522,819 | 103,889 | 262,271 | 290,216 | 6,920 | 208,516 | - | 4,705,930 |
13
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
- Remuneration report – audited (continued)
Directors’ and executive officers’ remuneration (Consolidated) (continued)
-
(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 report.
-
(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) The LTI Plan (equity based) was introduced in April 2008. Performance rights (both equity-settled and cash-settled) were granted in each of the years ended March 2009, 2010 and 2011 and are subject to vesting conditions over specific performance periods. Refer to note 37 for details. No performance rights vested during the years ended March 2009, 2010 or 2011. The fair value of performance rights granted during both years were calculated using Binomial Tree (EPS hurdle) and Monte-Carlo Simulation (TSR hurdle) valuation methodologies and allocated to each financial year evenly over the period from grant date to vesting date.
-
(d) LTI cash bonuses were paid over the three year period immediately following grant date which fell at the end of each three year performance appraisal period. The grant date for the final appraisal period was 31 March 2008. The LTI cash bonus plan was replaced by the equity-based scheme in April 2008 per (c) above.
-
(e) Refer to note 35 for role descriptions.
-
(f) Mr Ross commenced with the Group in August 2010.
-
(g) Ms Clements ceased employment with the Group in August 2010.
14
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
7. Remuneration report – audited (continued)
Analysis of bonuses included in remuneration
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:
| Short Term Incentive | Short Term Incentive | Short Term Incentive | Long Term Incentive (c) | Long Term Incentive (c) | Long Term Incentive (c) | ||
|---|---|---|---|---|---|---|---|
| Included in remuneration $(a) |
% vested |
% forfeited (b) |
Included in remuneration $(a) |
% vested |
% forfeited (b) |
||
| Executives Mr G F Kilmister Mr B McDonald Mr R Naran Mr B Williams Mr P McPhee Mr P Jordan Mr D Brown Mr A Ross (d) Ms C Clements (e) |
|||||||
| 2011 | 630,000 | 100 | - | n/a | n/a | n/a | |
| 2010 | 200,000 | 70 | 30 | 130,000 | 100 | - | |
| 2011 | 149,146 | 90 | 10 | n/a | n/a | n/a | |
| 2010 | 64,551 | 80 | 20 | 55,712 | 92 | 8 | |
| 2011 | 126,396 | 100 | - | n/a | n/a | n/a | |
| 2010 | 58,268 | 89 | 11 | n/a | n/a | n/a | |
| 2011 | 135,000 | 90 | 10 | n/a | n/a | n/a | |
| 2010 | 60,000 | 92 | 8 | 50,000 | 100 | - | |
| 2011 | 100,000 | 67 | 33 | n/a | n/a | n/a | |
| 2010 | 60,000 | 90 | 10 | n/a | n/a | n/a | |
| 2011 | 30,000 | 38 | 62 | n/a | n/a | n/a | |
| 2010 | 35,000 | 83 | 17 | 37,933 | 100 | - | |
| 2011 | 42,500 | 50 | 50 | n/a | n/a | n/a | |
| 2010 | 30,000 | 71 | 29 | 16,571 | 33 | 67 | |
| 2011 | n/a | n/a | n/a | n/a | n/a | n/a | |
| 2010 | n/a | n/a | n/a | n/a | n/a | n/a | |
| 2011 | - | - | 100 | n/a | n/a | n/a | |
| 2010 | 15,000 | 38 | 62 | n/a | n/a | n/a |
(a) Amounts included in remuneration for the financial year represent the amounts 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.
(c) This amount reflects the LTI Plan (cash based) which was phased out on 31 March 2008.
(d) Mr Ross commenced with the Group in August 2010 and was not a participant in the STI plan during the year to March 2011.
(e) Ms Clements ceased employment with the Group in August 2010.
15
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
7. Remuneration report – audited (continued)
Proportion of performance related and equity based remuneration
Details of each of the named executives‟ performance related and equity based remuneration as a proportion of their total remuneration is detailed below.
| Proportion of remuneration performance based % |
Value of performance rights as a proportion of remuneration % |
||
|---|---|---|---|
| Executives | |||
| Mr G F Kilmister | 2011 | 49.9 | 19.9 |
| 2010 | 30.6 | 7.0 | |
| Mr B McDonald | 2011 | 42.6 | 22.3 |
| 2010 | 27.8 | 8.3 | |
| Mr R Naran | 2011 | 40.1 | 15.4 |
| 2010 | 21.9 | 7.0 | |
| Mr B Williams | 2011 | 38.5 | 15.6 |
| 2010 | 32.4 | 6.9 | |
| Mr P McPhee | 2011 | 34.9 | 16.9 |
| 2010 | 23.4 | 7.8 | |
| Mr P Jordan | 2011 | 26.6 | 17.8 |
| 2010 | 30.1 | 6.0 | |
| Mr D Brown | 2011 | 21.6 | 10.5 |
| 2010 | 15.4 | 1.5 | |
| Mr A Ross (a) | 2011 | n/a | n/a |
| 2010 | n/a | n/a | |
| Ms C Clements (b) | 2011 | - | - |
| 2010 | 6.4 | 1.1 |
(a) Mr Ross commenced with the Group in August 2010 and was not a participant in the STI or LTI plans during the year to March 2011.
(b) Ms Clements ceased employment with the Group in August 2010.
16
Campbell Brothers Limited and its subsidiaries Directors’ report (continued) For the year ended 31 March 2011
7. Remuneration report – audited (continued)
Performance rights over ordinary shares granted as compensation
Details of performance rights over ordinary shares in the Company that were granted as compensation to each key management person under the equity-based LTI Plan are as follows.
| Number of rights granted(a) |
Grant date (b) | Vesting date | Fair value per right at grant date(b) |
Issue price used to determine no. of rights granted(b) |
||
|---|---|---|---|---|---|---|
| Executives | ||||||
| Mr G F Kilmister | 2011 | 10,676 | 27 July2010 | 1 July2013 | $25.06 | $28.09 |
| 2010 2009 |
29,703 7,388 |
24 Nov 2009 5 Aug 2008 |
1 July 2012 1 July 2011 |
$23.57 $24.16 |
$19.19 $29.44 |
|
| Mr B McDonald | 2011 | 3,754 | 27 July2010 | 1 July2013 | $25.06 | $28.09 |
| Mr R Naran | 2010 2009 |
9,207 n/a |
1 Oct 2009 n/a |
1 July 2012 n/a |
$26.91 n/a |
$19.19 n/a |
| 2011 | 3,907 | 27 July 2010 | 1 July 2013 | $25.06 | $28.09 | |
| 2010 2009 |
n/a 2,112 |
n/a 3 Sept 2008 |
n/a 1 July 2011 |
n/a $29.46 |
n/a $29.44 |
|
| Mr B Williams | 2011 | 3,203 | 27 July2010 | 1 July2013 | $25.06 | $28.09 |
| 2010 2009 |
5,712 2,751 |
30 Jun 2009 3 Sept 2008 |
1 July 2012 1 July 2011 |
$17.29 $29.46 |
$19.19 $29.44 |
|
| Mr P McPhee | 2011 | 3,203 | 27 July2010 | 1 July2013 | $25.06 | $28.09 |
| 2010 2009 |
5,811 2,853 |
30 Jun 2009 3 Sept 2008 |
1 July 2012 1 July 2011 |
$17.29 $29.46 |
$19.19 $29.44 |
|
| Mr P Jordan | 2011 | 1,868 | 27 July2010 | 1 July2013 | $25.06 | $28.09 |
| Mr D Brown | 2010 2009 |
3,327 2,038 |
30 Jun 2009 3 Sept 2008 |
1 July 2012 1 July 2011 |
$17.29 $29.46 |
$19.19 $29.44 |
| 2011 | - | - | - | - | - | |
| 2010 2009 |
- 2,726 |
- 3 Sept 2008 |
- 1 July 2011 |
- $29.46 |
- $29.44 |
|
| Mr A Ross(c) | 2011 | n/a | n/a | n/a | n/a | n/a |
| 2010 2009 |
n/a n/a |
n/a n/a |
n/a n/a |
n/a n/a |
n/a n/a |
|
| Ms C Clements(d) | 2011 | - | - | - | - | - |
| 2010 2009 |
- forfeited |
- n/a |
- n/a |
- n/a |
- n/a |
(a) Performance rights granted to Mr Naran are cash-settled rights. Performance rights granted to all other executives named above are equity-settled rights.
(b) The issue price used to determine the number of rights offered in each year to all participants, including Mr Kilmister and other key management personnel, was the volume weighted average price of the Company‟s shares during the twenty trading days following the announcement of the Group‟s annual financial results. The grant dates and corresponding fair values per right in the above table have been determined in accordance with Australian Accounting Standards and are dependent on the dates on which individual executives are deemed to have received their offers to participate in the Plan. Fair values have been calculated using Binomial Tree (EPS hurdle) and Monte-Carlo Simulation (TSR hurdle) valuation methodologies.
(c) Mr Ross commenced with the Group in August 2010.
(d) Ms Clements ceased employment with the Group in August 2010.
All equity-settled performance rights refer to rights over ordinary shares in the Company and entitle an executive to ordinary shares on the vesting date, subject to the achievement of performance hurdles set out earlier in this report. The rights expire on termination of an executive‟s employment prior to the vesting date or upon the failure of achievement of the performance hurdles.
All cash-settled performance rights expire on termination of an executive‟s employment prior to the vesting date or upon the failure of achievement of the performance hurdles. The amount of cash payment is determined based on the volume weighted average price of the Company‟s shares over the 20 trading days following the release of the Company‟s full year results for the final year of each performance period.
All of the above rights carry an exercise price of nil. 1,711 performance rights originally issued on 3 September 2008 were forfeited upon termination of employment during the year. No rights were vested or exercised during the year.
17
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
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 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 13 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:
-
The launch of new corporate standards for health, safety and environment which includes a specific standard for Environmental Sustainability;
-
ALS Environmental in Australia implemented energy saving initiatives at its Melbourne laboratory including modification of air conditioning units and upgrading its lighting to T5 efficient lighting, which resulted in 25% less energy consumption for the site;
-
ALS Tribology Division instituted waste recovery measures for oil and plastic from client‟s samples. In some of the North American sites this process generates an income while other sites achieve neutral cost for the recovery project while reducing tones of waste going to land fill each year;
-
External environmental reviews were conducted on ALS coal testing facilities throughout Queensland and New South Wales.
Performance against environmental compliance requirements
There were no material breaches of environmental statutory requirements and no fines, penalties or prosecutions launched against the Group 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.
18
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
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
The Group‟s objective during the next financial year will be to maximise earnings and investment returns across all the business units in its diversified portfolio.
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:
| at the date of this report is: | |
|---|---|
| Ordinaryshares | |
| Mr G J McGrath Mr G F Kilmister Mrs N Withnall Mr M D Kriewaldt Mr R G Hill Mr B R Brown Mr M J Bridges |
297,810 153,481 2,559 39,231 14,000 50,000 2,370 |
Refer to the Remuneration Report above for details of performance rights held by Mr Kilmister.
19
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued) For the year ended 31 March 2011
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 Meetings (1) |
Remuneration Committee Meetings |
|
|---|---|---|---|
| Mr G J McGrath Mr G F Kilmister Mrs N Withnall Mr M D Kriewaldt Mr R G Hill Mr B R Brown Mr M J Bridges |
A B 14 14 14 14 14 14 14 13 14 13 14 14 14 14 |
A B 4 4 - - 4 4 4 3 4 3 - - - - |
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) Although not members of the Audit & Compliance Committee, Messrs Brown, Bridges and Kilmister attend meetings of the Committee as permitted by the Committee‟s Charter.
13. Directors‟ interests
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).
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 subsidiaries. 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.
20
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
14. Non-audit services
During the year KPMG, the Company‟s auditor, has performed certain other services in addition to 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:
| Audit services Auditors of the Company KPMG Australia: Audit and review of consolidated and company financial reports Audit of subsidiary‟s financial report Other regulatory services Other KPMG member firms: Audit and review of financial reports Other auditors Audit and review of financial reports Other services* Auditors of the company KPMG Australia Other assurance and investigation services Other KPMG member firms: Taxation services Other assurance services |
Consolidated 2011 2010 $ $ 451,000 399,860 45,000 55,000 4,200 - 383,352 338,710 |
|---|---|
| 883,552 793,570 69,913 96,770 |
|
| 953,465 890,340 |
|
| 52,750 49,000 65,974 90,690 737 6,100 |
|
| 119,461 145,790 |
- Includes impact of acquisitions during the financial year.
21
Campbell Brothers Limited and its subsidiaries
Directors’ report (continued)
For the year ended 31 March 2011
15. Lead auditor‟s independence declaration
The Lead auditor‟s independence declaration is set out on page 95 and forms part of the directors‟ report for the financial year ended 31 March 2011.
16. 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 [149 x 34] intentionally omitted <==
==> picture [172 x 65] intentionally omitted <==
G J McGrath Chairman Brisbane 24 May 2011
G F Kilmister Managing Director
Brisbane 24 May 2011
22
Campbell Brothers Limited and its subsidiaries
Profit and loss statement
For the year ended 31 March 2011
| In thousands of AUD Note Revenue from sale of goods Revenue from rendering of services Other income 7 Changes in inventories of finished goods and work in progress Raw materials and consumables purchased Employee expenses Warehousing and distribution costs Amortisation and depreciation Selling expenses Administration and other expenses Share of net profits of associates and joint ventures accounted for using the equity method 18 Profit before financing costs and income tax Finance income 11 Finance expense 11 Net finance expense Profit before income tax Income tax expense 12 Profit for the year Attributable to: Equity holders of the company Non-controlling interest Profit for the year Basic earnings per share 13 Diluted earnings per share 13 Dividends per share 25 |
Consolidated 2011 2010 249,952 267,057 858,377 558,476 |
|---|---|
| 1,108,329 825,533 10,941 2,088 (704) (6,335) (226,499) (211,730) (408,849) (290,631) (27,376) (25,699) (42,172) (39,944) (12,478) (8,812) (206,066) (129,154) 243 1,667 |
|
| 195,369 116,983 |
|
| 1,053 814 (11,297) (11,935) |
|
| (10,244) (11,121) |
|
| 185,125 105,862 (52,835) (30,971) |
|
| 132,290 74,891 |
|
| 132,354 75,301 (64) (410) |
|
| 132,290 74,891 |
|
| 203.19c 129.06c 202.78c 128.89c |
|
| $1.40 $1.00 |
The profit and loss statement is to be read in conjunction with the notes to the financial statements set out on pages 30 to 91.
23
Campbell Brothers Limited and its subsidiaries
Statement of comprehensive income
For the year ended 31 March 2011
| In thousands of AUD Note Profit for the year Other comprehensive income Foreign exchange translation 25 Net gain/(loss) on hedge of net investments in foreign subsidiaries 25 Net gain/(loss) on cash flow hedges taken to equity 25 Other comprehensive income for the year, net of income tax Total comprehensive income for the year Attributable to: Equity holders of the company Non-controlling interest Total comprehensive income for the year* |
Consolidated 2011 2010 132,290 74,891 |
|---|---|
| (14,644) (29,162) (487) 7,447 2,040 2,806 |
|
| (13,091) (18,909) |
|
| 119,199 55,982 |
|
| 119,263 56,392 (64) (410) |
|
| 119,199 55,982 |
- All movements in comprehensive income are disclosed net of applicable income tax.
The statement of comprehensive income is to be read in conjunction with the notes to the financial statements set out on pages 30 to 91.
24
Campbell Brothers Limited and its subsidiaries
Balance sheet
As at 31 March 2011
| In thousands of AUD Note Assets 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 23 Deferred tax assets 19 Property, plant and equipment 20 Intangible assets 21 Other investments Total non-current assets Total assets Liabilities Bank overdraft 14 Trade and other payables 22 Loans and borrowings 24 Income tax payable Employee benefits Total current liabilities Loans and borrowings 24 Deferred tax liabilities 19 Employee benefits Other Total non-current liabilities Total liabilities Net assets Equity Share capital 25 Reserves Retained earnings Total equity attributable to equity holders of the company Non-controlling interest Total equity |
Consolidated 2011 2010 87,123 57,937 193,484 160,532 64,119 63,984 11,861 12,036 |
|---|---|
| 356,587 294,489 |
|
| 4,909 5,173 17,134 19,261 11,139 11,138 13,395 14,925 265,131 216,846 503,490 393,092 162 161 |
|
| 815,360 660,596 |
|
| 1,171,947 955,085 |
|
| 3,135 19 95,721 78,127 42,782 8,364 13,581 6,303 31,449 26,043 |
|
| 186,668 118,856 |
|
| 152,680 196,514 1,681 2,068 2,788 4,157 2,610 3,746 |
|
| 159,759 206,485 |
|
| 346,427 325,341 |
|
| 825,520 629,744 |
|
| 610,382 456,734 (30,315) (18,199) 243,974 189,772 |
|
| 824,041 628,307 1,479 1,437 |
|
| 825,520 629,744 |
The balance sheet is to be read in conjunction with the notes to the financial statements set out on pages 30 to 91.
25
Campbell Brothers Limited and its subsidiaries
Statement of changes in equity
For the year ended 31 March 2011
| In thousands of AUD Note Balance 1 April 2010 Total comprehensive income for the period Profit or loss Other comprehensive income Foreign exchange translation differences Net gain/(loss) on hedge of net investments in foreign subsidiaries Net gain/(loss) on cash flow hedges taken to equity Total other comprehensive income Total comprehensive income for the period Transactions with equity holders, recorded directly in equity Contributions by and distributions to owners Dividends to equity holders Shares issued under dividend reinvestment plan 25 Shares issues pursuant to the Ammtec takeover offer 25 Share-settled performance rights awarded during the period 37 Non-controlling interest ownership of subsidiary acquired Total contributions by and distributions to owners Balance at 31 March 2011 |
Consolidated | Consolidated | Consolidated | Consolidated | ||||
|---|---|---|---|---|---|---|---|---|
| Share | Foreign | Hedging | Employee | Retained | Total | Non- | Total Equity | |
| Capital | Currency | reserve | share-based | earnings | controlling | |||
| Translation | awards | Interest | ||||||
| 456,734 | (17,889) | (1,169) | 859 | 189,772 | 628,307 | 1,437 | 629,744 | |
| - | - | - | - | 132,354 | 132,354 | (64) | 132,290 | |
| - | (14,644) | - | - | - | (14,644) | - | (14,644) | |
| - | (487) | - | - | - | (487) | - | (487) | |
| - | - | 2,040 | - | - | 2,040 | - | 2,040 | |
| - | (15,131) | 2,040 | - | - | (13,091) | - | (13,091) | |
| - | (15,131) | 2,040 | - | 132,354 | 119,263 | (64) | 119,199 | |
| - | - | - | - | (78,152) | (78,152) | - | (78,152) | |
| 32,600 | - | - | - | 32,600 | - | 32,600 | ||
| 121,048 | - | - | - | - | 121,048 | - | 121,048 | |
| - | - | - | 975 | - | 975 | - | 975 | |
| - | - | - | - | - | - | 106 | 106 | |
| 153,648 | - | - | 975 | (78,152) | 76,471 | 106 | 76,577 | |
| 610,382 | (33,020) | 871 | 1,834 | 243,974 | 824,041 | 1,479 | 825,520 |
The statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 30 to 91.
26
Campbell Brothers Limited and its subsidiaries
Statement of changes in equity (continued)
For the year ended 31 March 2011
| In thousands of AUD Note Balance 1 April 2009 Total comprehensive income for the period Profit or loss Other comprehensive income Foreign exchange translation differences Net gain/(loss) on hedge of net investments in foreign subsidiaries Net gain/(loss) on cash flow hedges taken to equity Total other comprehensive income Total comprehensive income for the period Transactions with equity holders, recorded directly in equity Contributions by and distributions to owners Dividends to equity holders Shares issued under dividend reinvestment plan 25 Shares issued under renounceable rights offer (net of costs) 25 Share-settled performance rights awarded during the period 37 Non-controlling interest ownership of subsidiary acquired Total contributions by and distributions to owners Balance at 31 March 2010 |
Consolidated Share Capital Foreign Currency Translation Hedging reserve Employee share-based awards Retained earnings Total 242,724 3,826 (3,975) 197 169,140 411,912 - - - - 75,301 75,301 - (29,162) - - - (29,162) - 7,447 - - - 7,447 - - 2,806 - - 2,806 |
Non- controlling Interest Total Equity 1,156 413,068 (410) 74,891 - (29,162) - 7,447 - 2,806 |
|---|---|---|
| - (21,715) 2,806 - - (18,909) |
- (18,909) |
|
| - (21,715) 2,806 - 75,301 56,392 |
(410) 55,982 |
|
| - - - - (54,669) (54,669) 21,595 - - - 21,595 192,415 - - - - 192,415 - - - 662 - 662 - - - - - - |
- (54,669) - 21,595 - 192,415 - 662 691 691 |
|
| 214,010 - - 662 (54,669) 160,003 |
691 160,694 |
|
| 456,734 (17,889) (1,169) 859 189,772 628,307 |
1,437 629,744 |
The statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 30 to 91.
27
Campbell Brothers Limited and its subsidiaries
Statement of cash flows
For the year ended 31 March 2011
| In thousands of AUD Note Cash flows from operating activities Cash receipts from customers Cash paid to suppliers and employees Cash generated from operations Interest paid Interest received Income taxes paid Net cash from operating activities 33 Cash flows from investing activities Payments for property, plant and equipment Repayments/(loans) joint venture entity Payments for net assets on acquisition of businesses and subsidiaries Additional payments in respect of prior year acquisitions of subsidiaries Payment for investment in joint venture Proceeds from sale of chemical and cleaning solutions business Costs incurred in disposing of chemical and cleaning solutions business Dividend from associate Proceeds from sale of other non-current assets Net cash from investing activities Cash flows from financing activities Proceeds from issue of share capital Proceeds from borrowings Repayment of borrowings Lease payments Lease receipts Dividends paid Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 April Effect of exchange rate fluctuations on cash held Cash and cash equivalents at 31 March 14 |
Consolidated 2011 2010 1,178,430 890,258 (967,669) (745,435) |
|---|---|
| 210,761 144,823 (11,297) (11,935) 1,053 814 (41,675) (34,137) |
|
| 158,842 99,565 |
|
| (70,791) (43,170) (638) 441 (52,139) (112,021) - (2,040) - (7,311) 43,891 - (1,447) - 2,370 1,100 3,377 1,878 |
|
| (75,377) (161,123) |
|
| - 192,415 229,448 103,871 (236,122) (188,610) (3,077) (8,999) 554 832 (45,416) (32,819) |
|
| (54,613) 66,690 |
|
| 28,852 5,132 57,918 59,514 (2,782) (6,728) |
|
| 83,988 57,918 |
The statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 30 to 91.
28
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
| 1. | Reporting entity | 21. | Intangible assets |
|---|---|---|---|
| 2. | Basis of preparation | 22. | Trade and other payables |
| 3. | Significant accounting policies | 23. | Investment property |
| 4. | Financial and capital risk management |
24. | Loans and borrowings |
| 25. | Capital and reserves | ||
| 5. | Determination of fair value | ||
| 26. | Financial instruments | ||
| 6. | Operating segments | ||
| 27. | Operating leases | ||
| 7. | Other income | ||
| 28. | Capital commitments | ||
| 8. | Expenses | ||
| 29. | Contingencies | ||
| 9. | Unusual items | ||
| 30. | Deed of cross guarantee | ||
| 10. | Auditors‟ remuneration | ||
| 31. | Parent entity disclosures | ||
| 11. | Net financing costs | ||
| 32. | Consolidated entities | ||
| 12. | Income tax expense | ||
| 13. | Earnings per share | 33. | Reconciliation of cash flows from operating activities |
| 14. | Cash and cash equivalents | 34. | Acquisitions of subsidiaries and non-controlling interests |
| 15. | Trade and other receivables | ||
| 16. | Inventories | 35. | Key management personnel disclosures |
| 17. | Other current assets | 36. | Non-key management personnel related party disclosures |
| 18. | Investments accounted for using the equity method |
37. | Share-based payments |
| 19. | Deferred tax assets and liabilities | 38. | Events subsequent to balance date |
| 20. | Property, plant and equipment |
29
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
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 2011 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 also complies with the IFRSs and Interpretations adopted by the International Accounting Standards Board.
The financial report was authorised for issue by the directors on 24 May 2011.
(b) Basis of measurement
The financial report is prepared on the historical cost basis except that derivative financial instruments and liabilities for cash-settled share based payments are measured at fair value.
(c) Functional and presentation currency
The financial report is presented in Australian dollars which is the Company‟s functional currency. 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.
In particular the most significant uses of estimates and judgements are described in note 21 – Intangible assets and note 34 – Acquisitions of subsidiaries and non-controlling interests.
(e) Changes in accounting policies
As of 1 April 2010, the Group changed its accounting policies in relation to accounting for business combinations (refer note 3(i)).
30
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in the consolidated financial report, except as explained in note 2(e), and 3 (i).
(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
Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with associates and joint ventures are eliminated to the extent of the Group‟s interest in the entity with adjustments made to the “Investments accounted for using the equity method” and “Share of net profit of associates and joint ventures accounted for using the equity method” accounts.
(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 profit and loss statement, except for differences arising on the translation of a financial liability designated as a hedge of the net investment in a foreign operation or qualifying cash flow hedges, which are recognised in other comprehensive income. Non-monetary 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. Nonmonetary 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.
31
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Significant accounting policies (continued)
(b) Foreign currency (continued)
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 in other comprehensive income. Since 1 April, 2004, the Group‟s date of transition to AASBs, such differences have been recognised in the foreign currency translation reserve (FCTR). When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss as part of the profit or loss on disposal. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented within equity in the FCTR.
Hedge of net investment in foreign operations
The Group applies hedge accounting to foreign currency differences arising between the functional currency of the foreign operation and the parent entity‟s functional currency regardless of whether the net investments held directly or through an intermediate parent. 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 in other comprehensive income, 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 profit and loss statement. When the hedged part of a net investment is disposed of, the associated cumulative amount in equity is transferred to the profit and loss statement as an adjustment to the gain or loss on disposal.
(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.
On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to access the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.
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 profit and loss 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)).
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.
32
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
3. Significant accounting policies (continued)
- (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 portion of any gain or loss on the derivative financial instrument is recognised in other comprehensive income and presented in the hedging reserve 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 nonfinancial asset or non-financial liability, the associated cumulative gain or loss is transferred from other comprehensive income and included in the initial cost or other carrying amount of the nonfinancial asset or liability. In other cases the amount recognised in other comprehensive income is transferred to the profit and loss statement in the same period that the hedged item affects profit or loss.
The ineffective portion of any change in fair value is recognised immediately in the profit and loss statement.
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 other comprehensive income is recognised immediately in the profit and loss statement.
Fair value hedges
Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognised in the profit or loss. The hedged item also is stated at fair value in respect of the risk being hedged; the gain or loss attributable to the hedged risk is recognised in profit or loss with an adjustment to the carrying amount of the hedged item.
Economic hedges
Where a derivative financial instrument is not designated in a qualifying hedge relationship, all changes in fair value are recognised in the profit and loss statement.
33
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Significant accounting policies (continued)
(e) Property, plant and equipment
Owned assets
Items of property, plant and equipment are stated at cost less accumulated depreciation (see below) and impairment losses (see note 3(j)).
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, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs (see below). 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.
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 profit and loss statement. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.
Borrowing costs
In respect of borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after 1 April 2009, the Group capitalises borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset.
Reclassification to investment property
When the use of a property changes from owner-occupied to investment property, the property is 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 profit and loss statement as an expense as incurred.
34
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Significant accounting policies (continued)
(e) Property, plant and equipment (continued)
Depreciation
Depreciation is calculated on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is charged to the profit and loss statement on a straight-line or 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 | 20-40 Years |
|---|---|---|
| | Plant and equipment | 3-10 Years |
| | Leasehold improvements | 3-20 Years |
| | Leased plant and equipment | 4-5 Years |
The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually and adjusted if appropriate.
(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 weighted average method and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in 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.
Costs for sample testing commenced but not yet completed in the analytical laboratory business are recognised as work in progress and measured at the lower of cost to date and net realisable value.
(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.
35
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
-
Significant accounting policies (continued)
-
(i) Intangible assets
Goodwill
Goodwill arising on the acquisition of a subsidiary or business is included in intangible assets. For the accounting policy on measurement of the goodwill at initial recognition, refer below.
Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.
Business combinations on or after 1 April 2010
The Group has adopted revised AASB 3 Business Combinations (2008) and amended AASB 127 Consolidated and Separate Financial Statements (2008) for business combinations occurring in the year commencing 1 April 2010. All business combinations occurring on or after 1 April 2010 are accounted for by applying the acquisition method. The change in accounting policy is applied prospectively and had no material impact on earnings per share.
For acquisitions on or after 1 April 2010, the Group measures goodwill at the acquisition date as:
-
the fair value of the consideration transferred; plus
-
the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
-
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit and loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
Transaction costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit and loss. When share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree‟s employees (acquiree‟s awards) and relate to past services, then all or a portion of the amount of the acquirer‟s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based value of the replacement awards compared with the market-based value of the acquiree‟s awards and the extent to which the replacement awards relate to past and/or future service.
In determining the fair value of identifiable net assets acquired, the Group considers the existence of identifiable intangible assets such as brandnames, trademarks, customer contracts and relationships and in process research and development intangible assets. Where material, these items are recognised separately from goodwill.
Acquisitions between 1 April 2004 and 1 April 2010
For acquisitions between 1 April 2004 and 1 April 2010, goodwill represents the excess of the cost of the acquisition over the Group‟s interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a bargain purchase gain was recognised immediately in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business combinations were capitalised as part of the cost of the acquisition.
36
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Significant accounting policies (continued)
(i) Intangible assets (continued)
Acquisitions prior to 1 April 2004
As part of its transition to IFRSs, the Group elected to restate only those business combinations that occurred on or after 1 April 2004. In respect of acquisitions prior to 1 April 2004, goodwill represents the amount recognised under the Group‟s previous accounting framework (Australian GAAP).
Acquisitions of non-controlling interests
Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions. The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary.
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.
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)).
Expenditure on internally generated goodwill and brands is recognised in the profit and loss statement as an expense as incurred.
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 calculated on the cost of an asset less its residual value. Amortisation is charged to the profit and loss 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
The residual value, the useful life and the amortisation method applied to an asset are reassessed at least annually and adjusted if appropriate.
37
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
-
Significant accounting policies (continued)
-
(j) Impairment
Financial assets
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.
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-forsale financial asset is calculated by reference to its fair value.
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.
All impairment losses are recognised in the profit and loss statement.
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, the reversal is recognised in the profit and loss statement.
Non-financial assets
The carrying amounts of the Group‟s non-financial assets, other than inventories (see note 3(g)) and deferred tax assets (see note 3(s)), 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” below). 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.
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 profit and loss 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 profit and loss statement.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating 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.
Goodwill that forms part of the carrying amount of an investment in equity accounted investees is not recognised separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment is tested for impairment as a single asset when there is objective evidence that the investment may be impaired.
Calculation of recoverable amounts
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.
38
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Significant accounting policies (continued)
(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 profit and loss 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 profit and loss 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 government bonds at the balance sheet date which have maturity dates approximating 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 fair value at grant date of equity-settled share-based awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the actual number of share awards that vest, except for those that fail to vest due to market vesting conditions not being met.
The fair value of the amount payable to employees in respect of cash-settled share-based awards is recognised as an expense, with a corresponding increase in liabilities, over the period in which the employees become unconditionally entitled to payment. The liability is re-measured at each reporting date and at settlement date. Any changes in the fair value of the liability are recognised as employee expenses in profit or loss.
(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. The unwinding of the discount is recognised as a finance cost.
39
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Significant accounting policies (continued)
(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.
(p) Revenue
Goods sold and services rendered
Revenue from the sale of goods is recognised in the profit and loss statement when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered is recognised in the profit and loss 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.
Transfers of risk and rewards vary depending on the individual terms of the contract of sale. For the majority of the Group‟s sale of goods, transfer usually occurs when the product is delivered.
Dividend Income
Dividend income is recognised in profit and loss on the date that the Group‟s right to receive payment is established.
(q) Expenses
Operating lease payments
Payments made under operating leases are recognised in the profit and loss statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the profit and loss statement as an integral part of the total lease expense and spread over the lease term.
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.
Finance income and finance expense
Finance income comprises interest income on funds invested and is recognised in the profit and loss statement as it accrues, using the effective interest method.
Finance expense comprise interest expense on borrowings calculated using the effective interest method and gains and losses on hedging instruments that are recognised in the profit and loss statement (see note 3(d)). The interest expense component of finance lease payments is recognised in the profit and loss statement using the effective interest method.
Foreign currency costs
Foreign currency gains and losses are reported on a net basis.
40
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Significant accounting policies (continued)
(r) Determination and presentation of operating segments
For financial periods commencing on and after 1 April 2009 the Group determines and presents operating segments based on information that is reported internally to the Chief Executive Officer (CEO), who is the Group‟s chief operating decision maker.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group‟s other components. An operating segment‟s operating results are reviewed regularly by the CEO to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.
Segment results that are reported to the CEO include items directly attributed to the segment as well as those that can be allocated on a reasonable basis. Segment contribution is calculated as earnings before interest, foreign currency gains and losses, unusual items (refer note 9) and income tax. Unallocated items comprise mainly corporate assets, head office expenses, finance costs, income tax expense and taxation assets and liabilities. Inter-segment pricing is determined on an arms length basis.
Non-current assets disclosed in note 6 – Operating Segments - are comprised of the Group‟s noncurrent assets excluding receivables and deferred tax assets.
(s) Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the profit and loss statement except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised in equity or other comprehensive income, respectively.
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.
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.
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.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend.
41
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Significant accounting policies (continued)
(s) Income tax (continued)
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.
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.
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 below). Any difference between these amounts is recognised by the Company as an equity contribution or distribution.
The Company recognises deferred tax assets arising from unused tax losses of the taxconsolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which the asset can be utilised.
Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability is recognised by the head entity only.
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 taxconsolidated 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.
(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 major line of business or geographical area of operations that has ceased or been disposed of or is held for sale. Classification as a discontinued operation occurs upon cessation or disposal. When an operation is classified as a discontinued operation, the comparative profit and loss statement and statement of comprehensive income are restated as if the operation had been discontinued from the start of the comparative period.
42
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
3. Significant accounting policies (continued)
(v) 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 performance rights granted to employees.
(w) Removal of parent entity financial statements
The Group has applied amendments to the Corporations Act (2001) that remove the requirement for the Group to lodge parent entity financial statements. Parent entity financial statements have been replaced by the specific parent entity disclosures in note 31.
(x) New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 April 2011, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group, except for IFRS 9 Financial Instruments, which becomes mandatory for the Group‟s 2014 consolidated financial statements and could change the classification and measurement of financial assets. The Group does not plan to adopt this standard early and the extent of the impact has not been determined.
43
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- 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 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 Group.
The Group allocates 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.
The Audit and Compliance Committee obtains assurance about the internal control and risk management environment through regular reports from the Risk and Compliance team.
The Group has exposure to the following risks from their use of financial instruments:
-
Credit risk
-
Liquidity risk Market risk
This note presents information about the Group‟s exposure to each of the above risks, the Group‟s objectives, policies and processes for measuring and managing risk, and the Group‟s management of capital.
Credit risk
The Group has an established credit policy 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 Group does not require collateral in respect of financial assets. There is no single customer making up a material percentage of the Group‟s revenue. Geographic concentrations of trade receivables are - Australia 54% (2010: 54%), Canada 10% (2010: 10%) and other countries 36% (2010: 36%). The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the balance sheet.
Goods are sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. The Group does not require collateral in respect of trade and other receivables.
Counterparties to transactions involving derivative financial instruments are large Australian and international banks with whom the Group has a signed netting agreement. Management does not expect any counterparty to fail to meet its obligations.
Group policy is to provide financial guarantees only to wholly-owned subsidiaries. Details of the Deed of Cross Guarantee are provided in note 30.
Liquidity risk
The liquidity position of the 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 Group is party to a number of bilateral debt facility and long term note agreements which provide funding for acquisitions and working capital (refer note 24).
Note 26 details the repayment obligations in respect of the amount of the facilities and derivatives utilised.
44
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Financial and capital risk management (continued)
Risk management framework (continued)
Market risk
Interest rate risk
Interest rate risk is the risk that the 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 Group‟s interest rate risk arises from long-term debt. Floating rate debt exposes the Group to cash flow interest rate risk and fixed rate debt exposes the Group to fair value interest rate risk. Interest rate risk is managed by maintaining an appropriate mix of fixed and floating rate debt. The 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 26.
Foreign exchange risk
The Group operates 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 Group‟s financial position.
The Group enters 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 Group borrows funds in foreign currencies to hedge its net investments in foreign operations. The Group‟s Canadian dollar and Swedish kronor denominated borrowings 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 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 Group‟s operating and capital expenditure requirements. The Group monitors gearing and treasury policy breaches and exceptions. The gearing ratio as at balance date is 12% (2010: 19%).
The Group maintains a stable capital base from which it can pursue its 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.
45
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
5. Determination of fair value
The following summarises the major methods and assumptions used in estimating the fair values for measurement and disclosure purposes:
Fair value hierarchy
In valuing financial instruments, the Group uses the following fair value measurement hierarchy that reflects the significance of the inputs used in making the measurements:
-
Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.
-
Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-
Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument‟s valuation.
Derivatives
Forward exchange contracts are marked to market using publicly available forward rates. Interest rate contracts are marked to market using discounted estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date.
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.
Share-based payment transactions
The fair value of share-based awards to employees is measured using Binomial Tree (Earnings per Share hurdle) and Monte-Carlo Simulation (Total Shareholder Return hurdle) valuation methodologies. Measurement inputs include the Company‟s share price on measurement date, expected volatility thereof, expected life of the awards, the Company‟s expected dividend yield and the risk-free interest rate. Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. Refer note 37 for details.
46
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
6. Operating segments
The Group has 7 reportable segments, as described below, which are the Group‟s strategic business units. The strategic business units offer different products and services, and are managed separately. For each of the strategic business units, the CEO reviews internal management reports on at least a monthly basis. The following summary describes the operations in each of the Group‟s reportable segments:
-
ALS Minerals - provides assaying and analytical testing services and metallurgical services for mining and mineral exploration companies.
-
ALS Environmental - provides analytical testing data to assist consulting and engineering firms, industry, and governments around the world in making informed decisions about their environmental projects.
-
ALS Coal - provides specialist services to the coal industry such as coal sampling & analysis and certification of export cargoes.
-
ALS Tribology - provides analysis of lubricating oil from a wide variety of mechanical equipment for preventative maintenance purposes.
-
ALS Industrial – provides the energy, resources and infrastructure sectors with testing, inspection and asset care 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.
47
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Operating segments (continued)
| In thousands of AUD 2011 Revenue from external customers Inter-segment revenue (b) Total revenue Segment contribution (c) Segment margin (d) Segment assets Segment liabilities Amortisation and depreciation |
ALS Minerals |
ALS Environmental ALS Coal ALS Tribology ALS Industrial Campbell Chemicals (a) |
Reward Distribution |
Consolidated |
|---|---|---|---|---|
| 334,477 | 308,281 73,023 30,338 112,034 126,307 |
123,869 | 1,108,329 | |
| - | - - - - 4,015 |
- | 4,015 | |
| 334,477 | 308,281 73,023 30,338 112,034 130,322 |
123,869 | 1,112,344 | |
| 111,796 | 66,195 17,151 4,009 12,608 7,386 |
(1,811) | 217,334 | |
| 33.4% | 21.5% 23.5% 13.2% 11.3% 5.7% |
(1.5%) | 19.5% | |
| 338,125 | 332,386 130,312 21,336 131,136 44,684 |
53,529 | 1,051,508 | |
| 38,763 | 35,265 16,881 2,044 12,517 6,734 |
13,084 | 125,288 | |
| 15,454 | 15,509 2,745 1,257 2,732 2,399 |
1,221 | 41,317 |
(a) Campbell Chemicals‟ segment revenue includes $42,503,000 relating to the chemical and cleaning solutions business which was divested on 1 December 2010.
(b) Intersegment revenue is generated by Campbell Chemicals from sales to other Segments.
(c) Segment contribution represents the segment‟s profit before unusual items, financing costs, net foreign exchange gains and losses and income tax.
(d) Segment margin is calculated as segment contribution as a percentage of segment revenue.
48
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Operating segments (continued)
| In thousands of AUD 2010 Revenue from external customers Inter-segment revenue Total revenue Segment contribution Segment margin Segment assets Segment liabilities Amortisation and depreciation |
ALS Minerals |
ALS Environmental ALS Coal ALS Tribology ALS Industrial Campbell Chemicals |
Reward Distribution |
Consolidated |
|---|---|---|---|---|
| 204,984 | 245,205 61,755 29,826 19,823 146,155 |
117,785 | 825,533 | |
| - | - - - - 5,644 |
- | 5,644 | |
| 204,984 | 245,205 61,755 29,826 19,823 151,799 |
117,785 | 831,177 | |
| 53,344 | 43,798 15,034 4,643 1,299 8,246 |
3,424 | 129,788 | |
| 26.0 % | 17.9 % 24.3 % 15.6 % 6.6 % 5.4 % |
2.9 % | 15.6 % | |
| 149,844 | 309,418 114,230 21,512 125,956 85,309 |
61,159 | 867,428 | |
| 22,646 | 29,158 14,813 2,280 14,622 13,040 |
10,693 | 107,252 | |
| 14,746 | 15,623 2,168 1,195 635 3,284 |
1,555 | 39,206 |
49
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
6. Operating segments (continued)
| In thousands of AUD i) Segment revenue reconciliation to the profit and loss statement Total segment revenue Inter-segment sales eliminations Total Revenue In thousands of AUD ii) Segment contribution reconciliation to the profit and loss statement Total segment contribution Unusual items (refer note 9) Corporate expenses Net financing costs Net profit before tax per the profit and loss statement In thousands of AUD iii) Segment assets reconciliation to the balance sheet Total segment assets Corporate assets Cash and cash equivalents Fair value derivatives Other current assets Deferred tax assets Total assets per the balance sheet In thousands of AUD iv) Segment liabilities reconciliation to the balance sheet Total segment liabilities Corporate liabilities Bank overdraft Fair value derivatives Income tax liability Loans and borrowings Deferred tax liabilities Total liabilities per the balance sheet |
Consolidated 2011 2010 1,112,344 831,177 (4,015) (5,644) |
|---|---|
| 1,108,329 825,533 |
|
| Consolidated 2011 2010 217,334 129,788 (751) - (21,214) (12,805) (10,244) (11,121) |
|
| 185,125 105,862 |
|
| Consolidated 2011 2010 1,051,508 867,436 14,559 10,853 87,123 57,937 1,244 - 4,118 3,934 13,395 14,925 |
|
| 1,171,947 955,085 |
|
| Consolidated 2011 2010 125,288 107,252 7,280 3,151 3,135 19 - 1,670 13,581 6,303 195,462 204,878 1,681 2,068 |
|
| 346,427 325,341 |
50
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Operating segments (continued)
| In thousands of AUD v) Segment amortisation and depreciation reconciliation to the profit and loss statement Total segment amortisation and depreciation Corporate amortisation and depreciation Total amortisation and depreciation |
Consolidated 2011 2010 41,317 39,206 855 738 |
|---|---|
| 42,172 39,944 |
Geographical segments
In presenting information on a geographical basis segment revenue from external customers is by geographical location of customers. Segment assets are attributed based on geographic location of the business unit.
| business unit. | |
|---|---|
| In thousands of AUD Australia Canada Other countries Total |
Consolidated 2011 2010 Revenues Non-current assets Revenues Non-current assets 591,194 527,381 414,472 364,297 171,240 96,262 128,626 108,201 349,910 173,413 288,079 168,000 |
| 1,112,344 797,056 831,177 640,498 |
51
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Other income
| In thousands of AUD Note Gain on sale of chemical and cleaning solutions business 9 Dividend income Other income |
Consolidated 2011 2010 8,654 - 567 109 1,720 1,979 |
|---|---|
| 10,941 2,088 |
- Expenses
| In thousands of AUD Note Cost of goods sold Equity-settled share-based payment transactions 37 Cash-settled share-based payment transactions 37 Contributions to defined contribution post-employment plans Loss on sale of property plant and equipment Impairment of goodwill relating to Reward Distribution segment 9, 21 Write down of inventory in Reward Distribution segment to net realisable value 9 Transaction costs related to business combinations 3(i) Net loss on foreign exchange |
Consolidated 2011 2010 174,928 184,331 975 662 590 204 24,911 21,734 389 177 7,857 - 1,548 - 2,840 - 1,807 6,514 |
|---|---|
9. Unusual items recorded in profit for the year
| In thousands of AUD Note Gain on sale of chemical and cleaning solutions business 7 Write-down to recoverable amount goodwill and inventories in Reward Distribution segment 8 Income tax effect Effect of unusual items after income tax |
Consolidated 2011 2010 8,654 - (9,405) - |
|---|---|
| (751) - 897 - |
|
| 146 |
52
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
10. Auditors‟ remuneration
| In AUD Audit services Auditors of the Company KPMG Australia: Audit and review of consolidated and company financial reports Audit of subsidiary‟s financial report Other regulatory services Other KPMG member firms: Audit and review of financial reports Other auditors Audit and review of financial reports Other services* Auditors of the Company KPMG Australia Other assurance and investigation services Other KPMG member firms: Taxation services Other assurance services |
Consolidated 2011 2010 451,000 399,860 45,000 55,000 4,200 - 383,352 338,710 |
|---|---|
| 883,552 793,570 69,913 96,770 |
|
| 953,465 890,340 |
|
| 52,750 49,000 65,974 90,690 737 6,100 |
|
| 119,461 145,790 |
- Includes impact of acquisitions during the financial year.
11. Net financing costs
| In thousands of AUD Interest income Financial income Interest expense Finance charges on capitalised leases Financial expenses Net financing costs |
Consolidated 2011 2010 1,053 814 |
|---|---|
| 1,053 814 |
|
| 10,751 11,315 546 620 |
|
| 11,297 11,935 |
|
| 10,244 11,121 |
53
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Income tax expense
| In thousands of AUD Recognised in the profit and loss statement Current tax expense Current year Adjustments for prior years Deferred tax expense Origination and reversal of temporary differences Total income tax expense in profit and loss statement |
Consolidated 2011 2010 50,845 29,183 537 (298) |
|---|---|
| 51,382 28,885 |
|
| 1,453 2,086 |
|
| 1,453 2,086 |
|
| 52,835 30,971 |
54
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
12. Income tax expense (continued)
| In thousands of AUD Reconciliation between tax expense and pre-tax net profit Profit before tax Income tax using the domestic corporation tax rate of 30% (2010: 30%) Difference resulting from different tax rates in overseas countries Increase in income tax expense due to: Non-deductible expenses Non-deductible equity settled performance rights expense Non-deductible new market expansion and acquisition related costs Tax losses of subsidiaries not recognised Non resident withholding tax paid upon receipt of distributions from foreign related parties Non-deductible goodwill impairment losses Decrease in income tax expense due to: Previously unrecognised tax losses utilised during the year Deductible WIP balances acquired Share of associate entities net profit Foreign statutory tax exemptions granted Tax exempt revenues Net tax adjustment attributable to the disposal of the Cleantec business Other deductible items Under / (over) provided in prior years Income tax expense on pre-tax net profit In thousands of AUD Deferred tax recognised directly in equity Relating to foreign currency translation reserve Relating to hedging reserve Relating to renouncable rights issue of share capital |
Consolidated 2011 2010 185,125 105,862 55,537 31,758 (2,045) (1,437) 250 337 195 258 445 433 1,502 1,759 1,746 870 2,367 - (558) (457) (600) (614) (145) (500) (1,561) (1,070) (1,076) (33) (3,106) - (653) (35) 537 (298) |
|---|---|
| 52,835 30,971 |
|
| Consolidated 2011 2010 37 1,027 (874) (1,202) - 1,824 |
|
| (837) 1,649 |
55
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
13. Earnings per share
| Cents per share Basic earnings per share Diluted earnings per share |
Consolidated 2011 2010 203.19 129.06 202.78 128.89 |
|---|---|
Basic and diluted earnings per share
The calculations of both basic and diluted earnings per share were based on the profit attributable to equity holders of the Company of $132,354,000 (2010: $75,301,000).
Weighted average number of ordinary shares (Basic and diluted)
| In thousands of shares Note Issued ordinary shares at 1 April 25 Effect of shares issued July 2009 (DRP ) Effect of shares issued November 2009 (rights issue) Effect of shares issued December 2009 (DRP ) Effect of shares issued July 2010 (DRP ) Effect of shares issued November and December 2010 (in connection with acquisition of Ammtec Ltd) Effect of shares issued December 2010 (DRP ) Weighted average number of ordinary shares at 31 March (Basic) Effect of performance rights granted to employees as compensation Weighted average number of ordinary shares at 31 March (Diluted) |
Consolidated 2011 2010 62,960 53,033 - 559 - 4,574 - 181 557 - 1,378 - 244 - |
|---|---|
| 65,139 58,347 134 78 |
|
| 65,273 58,425 |
- DRP: Dividend Reinvestment Plan
14. Cash and cash equivalents
| In thousands of AUD 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 flows |
Consolidated 2011 2010 84,323 57,437 2,800 500 |
|---|---|
| 87,123 57,937 (3,135) (19) |
|
| 83,988 57,918 |
The Group‟s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in note 26.
56
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
15. Trade and other receivables
| In thousands of AUD Current Trade receivables Other receivables Fair value derivatives Non-current Finance lease receivable Security deposits Loans owing by associates and joint venture Ageing of trade receivables Current 30 days 60 days 90 days and over Total Allowance for impairment of trade receivables Opening balance Impairment loss recognised/(reversal of impairment loss) Closing balance |
Consolidated 2011 2010 169,847 144,983 22,393 15,549 1,244 - |
|---|---|
| 193,484 160,532 |
|
| 2,250 3,161 1,706 1,602 953 410 |
|
| 4,909 5,173 |
|
| 96,508 86,881 43,243 35,138 14,129 11,580 23,542 19,621 |
|
| 177,422 153,220 |
|
| 8,237 9,907 (662) (1,670) |
|
| 7,575 8,237 |
Based on historical rates of default, the Group believes 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 26.
16. Inventories
| In thousands of AUD Raw materials and consumables Work in progress Finished goods |
Consolidated 2011 2010 13,791 15,800 20,450 10,607 29,878 37,577 |
|---|---|
| 64,119 63,984 |
17. Other current assets
| In thousands of AUD Prepayments Other |
Consolidated 2011 2010 9,599 8,847 2,262 3,189 |
|---|---|
| 11,861 12,036 |
57
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
18. Investments accounted for using the equity method
Investments in associates and joint ventures
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: ALS Technichem (Malaysia) Snd Bhd Laboratory services 31 December Joint ventures: ALS Mineralogy Pty Ltd(a) Laboratory services 31 March Australian Laboratory Services, Arabia Co. Laboratory services 31 December Alex Stewart Assayers (S) Pte Ltd Laboratory services 31 March |
Ownership interest Consolidated 2011 2010 40% 40% 51% 51% 42 % 42 % |
Ownership interest Consolidated 2011 2010 40% 40% 51% 51% 42 % 42 % |
|---|---|---|
| 50% | 50% |
(a) 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 Movements in carrying amount of investments in associates and joint ventures: Carrying amount at the beginning of the financial year Investment in joint venture Share of associates‟ and joint venture‟s net profit Dividends received |
Consolidated 2011 2010 |
Consolidated 2011 2010 |
|---|---|---|
| 11,383 7,311 1,667 (1,100) |
||
| 19,261 | ||
| - | ||
| 243 | ||
| (2,370) | ||
| 17,134 | 19,261 |
58
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
19. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
| Consolidated In thousands of AUD Property, plant and equipment Land and buildings Intangible assets Unrealised FX losses/(gains) Provisions and other payables Undeducted equity raising costs Undeducted capital expenditure Fair value derivatives Accrued revenue Inventories Other items Tax value of loss carry-forwards recognised Tax assets / liabilities Set off of tax Net tax assets / liabilities |
Assets 2011 2010 |
Assets 2011 2010 |
Liabilities 2011 2010 |
Liabilities 2011 2010 |
Net 2011 2010 |
Net 2011 2010 |
|---|---|---|---|---|---|---|
| 2,615 | 2,063 - - 257 13,342 1,459 763 501 - 120 652 1,676 |
1,786 | 829 | |||
| 81 | 1,222 | (1,141) | ||||
| - | 1,038 | (1,038) | ||||
| 153 | 459 | (306) | ||||
| 14,907 | - | 14,907 | ||||
| 1,094 | - | 1,094 | ||||
| 1,917 | - | 1,917 | ||||
| - | 373 | (373) | ||||
| - | 1,172 | (1,172) | ||||
| 103 | 4,657 | (4,554) | ||||
| 1,147 | 102 | 1,045 | ||||
| 506 | - | 506 | ||||
| 22,523 | 20,833 (5,908) |
10,809 | 7,976 (5,908) |
11,714 | ||
| (9,128) | (9,128) | - | ||||
| 13,395 | 14,925 | 1,681 | 2,068 | 11,714 | 12,857 |
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
| In thousands of AUD Tax losses |
Consolidated 2011 2010 4,023 1,166 |
|---|---|
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.
59
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
20. Property, plant and equipment
| In thousands of AUD 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: |
Consolidated 2011 2010 82,737 55,859 (11,385) (11,163) |
|---|---|
| 71,352 44,696 |
|
| 362,006 329,971 (245,693) (220,564) |
|
| 116,313 109,407 |
|
| 70,791 73,181 (28,912) (25,683) |
|
| 41,879 47,498 |
|
| 16,380 11,862 (6,238) (4,796) |
|
| 10,142 7,066 |
|
| - 10,983 - (8,018) |
|
| - 2,965 |
|
| 25,445 5,214 |
|
| 265,131 216,846 |
Reconciliations
Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below:
| In thousands of AUD Freehold land and buildings: Carrying amount at the beginning of the year Additions Additions through entities acquired Transfer from capital works in progress Depreciation Disposals Effect of movement in foreign exchange Carrying amount at end of year |
Consolidated 2011 2010 44,696 41,791 13,099 4,714 24,233 1,707 - 1,296 (1,508) (1,384) (8,014) (695) (1,154) (2,733) |
|---|---|
| 71,352 44,696 |
60
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Property, plant and equipment (continued)
Reconciliations (continued)
In thousands of AUD
| In thousands of AUD 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 Transfers Effect of movement in foreign exchange Carrying amount at end of year |
Consolidated 2011 2010 109,407 109,591 29,837 21,880 13,386 13,444 3,204 3,029 1,080 939 (5,739) (875) (31,296) (28,588) (3,566) (10,013) |
|---|---|
| 116,313 109,407 |
|
| 47,498 30,415 2,812 13,573 1,401 776 - 11,701 (991) (287) (5,974) (5,894) (2,867) (2,786) |
|
| 41,879 47,498 |
|
| 7,066 3,743 - 9 5,381 5,847 (1,080) (939) (48) (68) (1,088) (1,264) (89) (262) |
|
| 10,142 7,066 |
|
| 2,965 3,405 527 1,346 (2,433) (127) (1,059) (1,659) |
|
| - 2,965 |
|
| 5,214 21,399 23,468 783 (3,204) (16,054) (33) (914) |
|
| 25,445 5,214 |
61
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Intangible assets
| In thousands of AUD Balance at 1 April 2010 Additions through business combinations Impairment (a) Additions Disposal Amortisation Effect of movements in foreign exchange Balance at 31 March 2011 Balance at 1 April 2009 Additions through business combinations Additions Disposals Amortisation Effect of movements in foreign exchange Balance at 31 March 2010 |
Consolidated Goodwill Purchased trademarks and brandnames Software |
Consolidated Goodwill Purchased trademarks and brandnames Software |
Consolidated Goodwill Purchased trademarks and brandnames Software |
Consolidated Goodwill Purchased trademarks and brandnames Software |
Total |
|---|---|---|---|---|---|
| 387,219 | 3,687 | 2,186 | 393,092 | ||
| 127,229 | - | - | 127,229 | ||
| (7,857) | - | - | (7,857) | ||
| - | - | 900 | 900 | ||
| (311) | - | (9) | (320) | ||
| - | - | (1,101) | (1,101) | ||
| (8,344) | (37) | (72) | (8,453) | ||
| 497,936 | 3,650 | 1,904 | 503,490 | ||
| 262,141 3,736 2,213 134,997 - 227 - - 874 - - (3) - - (1,010) (9,919) (49) (115) |
268,090 135,224 874 (3) (1,010) (10,083) |
||||
| 387,219 3,687 2,186 |
393,092 |
(a) The impairment loss recognised relates to the Reward Distribution reportable segment and has been included in administration and other expenses in the profit and loss statement.
62
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
21. Intangible assets (continued)
Impairment tests for cash generating units containing goodwill
The following cash generating units have significant carrying amounts of goodwill:
| In thousands of AUD ALS Minerals ALS Environmental - Australia ALS Environmental – North America ALS Environmental – Europe ALS Environmental – Asia ALS Coal ALS Tribology ALS Industrial Campbell Chemicals Reward Distribution Other cash generating units |
Consolidated 2011 2010 129,764 11,192 43,426 41,703 75,709 73,493 34,857 38,073 7,849 7,849 79,890 79,890 12,395 12,989 93,447 93,447 4,095 4,418 16,000 23,661 504 504 |
|---|---|
| 497,936 387,219 |
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 FY2012 and forecasts drawn from years two and three of the Group‟s three-year forecast for FY2013 and FY2014. Cash flows for a further 17 year period are extrapolated using a growth rate of 3.0 per cent per annum. The Group believes 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 10.7 per cent has been used in discounting the projected cash flows. The same parameters were used in performing value in use calculations as at 31 March 2010.
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 10.7 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. The same parameters were used in performing value in use calculations as at 31 March 2010.
Impairment loss
During the year ended 31 March 2011 the Reward Distribution cash generating unit achieved earnings results well below management‟s expectations. This has caused management to reassess short term earnings forecasts used in estimating the recoverable amount of goodwill attaching to this cash generating unit. Based on this assessment a goodwill impairment loss of $7,857,000 has been recognised (refer note 8).
Software
Software assets are considered to have finite useful lives and are amortised in line with their assessed useful lives.
63
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Trade and other payables
| In thousands of AUD Trade payables Other payables and accrued expenses Fair value derivatives |
Consolidated 2011 2010 30,133 26,428 65,588 50,029 - 1,670 |
|---|---|
| 95,721 78,127 |
- Investment property
| In thousands of AUD Carrying amount at the beginning of the year Transfer from capital works in progress Additions Depreciation Carrying amount at end of year |
Consolidated 2011 2010 11,138 11,255 - 28 147 - (146) (145) |
|---|---|
| 11,139 11,138 |
Investment property comprises a commercial property leased to a third party. The lease contains a noncancellation period of 4 years 6 months. Subsequent renewals are negotiated with the lessee. See note 27 for further information.
Fair value of the property is estimated to be $15,350,000 based on a capitalisation rate of 9.5%.
64
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
24. 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 26.
| borrowings. For more information about the Group‟s exposure to interest rate see note 26. |
and foreign currency risk, |
|---|---|
| In thousands of AUD Current Liabilities Bank loans Finance lease liabilities Non-current liabilities Bank loans Long term notes Finance lease liabilities |
Consolidated 2011 2010 40,731 6,333 2,051 2,031 |
| 42,782 8,364 |
|
| - 190,681 147,000 - 5,680 5,833 |
|
| 152,680 196,514 |
Bank loans
Bank loans are denominated in Australian dollars and Swedish kronor. Current bank loans comprise the portion of the Group‟s bank loans repayable within one year. Funding available to the Group from undrawn facilities at 31 March 2011 amounted to $202,821,000 (2010: $135,715,000).
The weighted average interest rate (incorporating the effect of interest rate contracts) for all bank loans at balance date is 2.1% (2010: 3.8%).
The term loan facilities are committed facilities and are able to be drawn in the form of bank overdrafts, loans or bank guarantees.
The Company and five of its subsidiaries, namely Australian Laboratory Services Pty Ltd, ALS Canada Limited, ALS Czech Republic s.r.o., ALS Scandinavia 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 a number of its wholly-owned subsidiaries jointly and severally guarantee and indemnify the banks in relation to each borrower‟s obligations.
Long term notes
The Company‟s controlled entity ALS Group General Partnership issued long term, fixed rate notes to investors in the US Private Placement market in December 2010. The notes are denominated in US dollars and Canadian dollars and mature as follows - 7 years due December 2017: $29,019,000; and 10 years due December 2020: $117,981,000.
Interest is payable semi-annually to noteholders. The weighted average interest rate (incorporating the effect of interest rate contracts) for all long term notes at balance date is 2.3% (2010: n/a).
Under the terms of the note agreements, the Company and a number of its wholly-owned subsidiaries jointly and severally guarantee and indemnify the noteholders in relation to the issuer‟s obligations.
65
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
24. Loans and borrowings (continued)
Finance lease liabilities
| Finance lease liabilities | |
|---|---|
| In thousands of AUD Included as lease liabilities are the present values of future rentals for leased assets capitalised: Current Non-current Lease commitments in respect of capitalised finance leases are payable: Within one year Later than one year but not later than five years Later than five years Future finance charges Total lease liability |
Consolidated 2011 2010 2,051 2,031 5,680 5,833 |
| 7,731 7,864 |
|
| 2,633 2,643 5,881 5,426 784 1,696 |
|
| 9,298 9,765 (1,567) (1,901) |
|
| 7,731 7,864 |
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.
66
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
25. Capital and reserves
Reconciliation of movement in capital
In thousands of AUD
| In thousands of AUD Issued and paid up share capital 67,503,411 ordinary shares fully paid (2010: 62,959,971) Movements in ordinary share capital Balance at beginning of year Share issues: 1,052,032 shares (2010: 987,111) under Dividend Reinvestment Plan(1) Nil shares (2010: 8,939,575) under Share rights offer(2) 3,491,408 shares (2010: Nil) pursuant to Ammtec takeover offer(3) Balance at end of year |
Consolidated 2011 2010 610,382 456,734 |
| 456,734 242,724 32,600 21,595 - 192,415 121,048 - |
|
| 610,382 456,734 |
- (1) Issued pursuant to the Company‟s Dividend Reinvestment Plan:
1 July 2010 – 557,524 shares at $26.71
21 December 2010 – 494,508 shares at $35.81
(2) Issued pursuant to the Company‟s 1 for 6 share rights offer (net of transaction costs of $4,256,000): 11 November 2009 – 8,939,575 ordinary shares at $22.00 per share
- (3) Issued pursuant to the Company‟s takeover offer for Ammtec Ltd:
5 November 2010 – 17 December 2010: issued 3,491,408 ordinary shares at average price of $34.67 per share
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 creditors and are entitled to the net proceeds of liquidation.
67
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
25. Capital and reserves (continued)
Employee Share Plan
The Group has an Employee Share Plan (“the Share Plan”) which is closed to new participants. The last share loan offer under the Share Plan was made mid-2006. Any participation in a Company-sponsored employee incentive scheme is now via the Company‟s LTI plan – refer note 37.
Under the Share Plan, eligible employees of the Company or of its subsidiaries may acquire ordinary fully paid shares in the Company. An external third party is trustee of the Share Plan.
Participation in the Share Plan by employees was 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 was determined at the discretion of directors and may be less than the prevailing market price. Employees were offered loans from a subsidiary 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 (2010: Nil). The market price of shares issued under the Share Plan as at 31 March 2011 was $46.35 (2010: $29.55).
Details of the movement in employee shares under the Share Plan are as follows:
| Number of shares at beginning of year Number of share issued to employees Number of shares distributed to employees Number of shares at end of year |
2011 2010 No. No. 201,800 350,300 - - (151,800) (148,500) |
|---|---|
| 50,000 201,800 |
The amounts recognised as receivable in the financial statements of the Group in relation to employee shares at the end of the year are:
| Current receivables – Other debtors | Consolidated 2011 2010 $ $ 191,250 326,771 |
|---|---|
68
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
25. Capital and reserves (continued)
Reserves
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 employee share-based awards reserve comprises the cumulative amount, recognised as an employee expense to date, of the fair value at grant date of share-based, share-settled awards granted to employees. Refer to notes 3(m) and 37.
Dividends
Dividends recognised in the current year by the Company are:
| Dividends recognised in the current year by the Company are: | Dividends recognised in the current year by the Company are: | Dividends recognised in the current year by the Company are: | ||
|---|---|---|---|---|
| In thousands of AUD Cents per share Franked amount (cents) |
Total amount Date of payment |
|||
| 2011 | ||||
| Interim 2011 ordinary | 65.0 | 32.5 | 43,524 | 21 December 2010 |
| Final 2010 ordinary | 55.0 | 27.5 | 34,628 | 1 July2010 |
| Total amount | 78,152 | |||
| 2010 Interim 2010 ordinary 45.0 22.5 Final 2009 ordinary 50.0 25.0 Total amount Dividend declared after the end of the financial year: Final 2011 ordinary 75.0 37.5 |
28,152 16 December 2009 26,517 1 July 2009 54,669 50,628 |
The financial effect of this dividend has not been brought to account in the financial statements for the year ended 31 March 2011 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%.
| In thousands of AUD Dividend franking account 30% franking credits available to shareholders of Campbell Brothers Limited for subsequent financial years |
Consolidated 2011 2010 18,427 8,741 |
|---|---|
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 $10,849,000 (2010: $7,420,000).
69
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
26. Financial instruments
Liquidity risk
Contractual maturities for financial liabilities on a gross cash flow basis are analysed below:
| CONSOLIDATED As at 31 March 2011 In thousands of AUD Non-derivative financial liabilities Bank overdraft Trade and other payables Finance lease liabilities Long term notes Bank loans Derivative financial liabilities Interest rate contracts used for hedging Total CONSOLIDATED As at 31 March 2010 In thousands of AUD Non-derivative financial liabilities Bank overdraft Trade and other payables Finance lease liabilities Bank loans Derivative financial liabilities Interest rate contracts used for hedging Total |
6 months or less 6 to 12 months 1 to 2 years 2 to 5 years Over 5 years Total |
|---|---|
| 3,135 - - - - 3,135 |
|
| 95,721 - - - - 95,721 |
|
| 1,217 1,416 2,567 3,314 784 9,298 |
|
| 3,265 3,265 6,513 19,556 174,445 207,044 |
|
| 1,454 39,759 100 - - 41,313 |
|
| (1,248) (1,388) (1,589) 2,452 9,387 7,614 |
|
| 103,544 43,052 7,591 25,322 184,616 364,125 |
|
| 6 months or less 6 to 12 months 1 to 2 years 2 to 5 years Over 5 years Total 19 - - - - 19 78,127 - - - - 78,127 1,178 1,466 1,875 3,551 1,695 9,765 7,417 19,146 138,390 40,324 - 205,277 1,216 569 (375) - - 1,410 |
|
| 87,957 21,181 139,890 43,875 1,695 294,598 |
70
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
26. Financial instruments (continued)
Currency Risk
The Group‟s exposure to foreign currency risk at balance date was as follows, based on notional amounts:
CONSOLIDATED
| In thousands of AUD Trade and other receivables Cash at bank Bank loan Long term notes Trade and other payables Gross balance sheet exposure Forward exchange contracts Net exposure |
2011 |
|---|---|
| USD CAD SEK CZK EUR PLN |
|
| 7,460 - - - 811 12 |
|
| 22,532 - - - 2,543 67 |
|
| - - (15,336) - - - |
|
| - (64,780) - - - - |
|
| (1,590) - - - (7) - |
|
| 28,402 (64,780) (15,336) - 3,347 79 |
|
| - - - (20,385) - - |
|
| 28,402 (64,780) (15,336) (20,385) 3,347 79 |
CONSOLIDATED
| CONSOLIDATED | |
|---|---|
| In thousands of AUD Trade and other receivables Cash at bank Bank loan Trade and other payables Gross balance sheet exposure Forward exchange contracts Net exposure |
2010 USD CAD SEK CZK 12,048 - - - 18,308 1 - - (25,166) - (15,121) - (1,594) (2) - - |
| 3,596 (1) (15,121) - - - - (21,129) |
|
| 3,596 (1) (15,121) (21,129) |
The following exchange rates against the Australian dollar applied at 31 March:
| 31 March | spot rate | |
|---|---|---|
| 2011 | 2010 | |
| USD | 1.034 | 0.916 |
| CAD | 1.003 | 0.931 |
| SEK | 6.521 | 6.613 |
| CZK | 17.906 | 17.275 |
| EUR | 0.7295 | n/a |
| PLN | 2.9321 | n/a |
71
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
26. Financial instruments (continued)
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 2010.
| In thousands of AUD As at 31 March 2011 USD CAD SEK CZK EUR PLN 31 March 2010 USD CAD SEK CZK |
Consolidated Profit Equity |
|---|---|
| (2,582) - |
|
| - 5,889 |
|
| - - |
|
| - 1,853 |
|
| (304) - |
|
| (7) 1,394 |
|
| (2,893) 9,136 |
|
| (2,615) 2,288 - - - 1,375 - 1,921 |
|
| (2,615) 5,584 |
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 2010.
| In thousands of AUD As at 31 March 2011 USD CAD SEK CZK EUR PLN 31 March 2010 USD CAD SEK CZK |
Consolidated Profit Equity |
|---|---|
| 3,156 - |
|
| - (7,198) |
|
| - (1,704) |
|
| - (2,265) |
|
| 372 - |
|
| 9 - |
|
| 3,537 (11,167) |
|
| 3,196 (2,796) - - - (1,680) - (2,348) |
|
| 3,196 (6,824) |
72
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
26. Financial instruments (continued)
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 Fixed rate instruments Financial assets Financial liabilities Variable rate instruments Financial assets Financial liabilities Effect of interest rate contracts (notional amounts) |
Consolidated 2011 2010 - 3,161 (7,731) (7,864) |
|---|---|
| (7,731) (4,703) |
|
| 87,123 57,937 (190,866) (197,033) - 91,111 |
|
| (103,743) (47,985) |
Sensitivity analysis
Fair value sensitivity analysis for fixed rate instruments
The Group has designated interest rate contracts as hedging instruments under a fair value hedge accounting model in relation to its fixed rate long term notes. The interest rate contracts swap the fixed interest payable on the loan notes to variable interest rates for the term of the debt. In accordance with the Group‟s accounting policy (refer note 3(d)) changes in fair value of the interest rate contracts together with the change in fair value of the debt arising from changes in interest rates are recognised in the profit and loss (to the extent the fair value hedge is effective). A change of 50 basis points in interest rates at the reporting date would not materially impact the Group‟s profit and loss before income tax or equity (2010: Nil).
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 2010.
| In thousands of AUD As at 31 March 2011 Variable rate instruments Interest rate contracts – cash flow hedges Cash flow sensitivity (net) As at 31 March 2010 Variable rate instruments Interest rate contracts – cash flow hedges Cash flow sensitivity (net) |
Consolidated Profit Equity 50 bp increase 50bp decrease 50 bp increase 50 bp decrease |
Consolidated Profit Equity 50 bp increase 50bp decrease 50 bp increase 50 bp decrease |
|---|---|---|
| (519) 519 - |
- | |
| - - - |
- | |
| (519) 519 - |
- | |
| (695) 695 - 491 (491) 405 |
- (405) |
|
| (204) 204 405 |
(405) |
Fair values of financial instruments
The Group‟s financial assets and liabilities are included in the balance sheet at amounts that approximate fair values. The basis for determining fair values is disclosed in note 5. The fair value at 31 March 2011 of derivative assets (2010: liabilities) held for risk management, which are the Group‟s only financial instruments carried at fair value, was a net gain of $1,244,000 (2010: loss of $1,670,000) measured using Level 2 valuation techniques as defined in the fair value hierarchy shown in note 5. The Group does not have any financial instruments that are categorised as Level 1 or Level 3 in the fair value hierarchy.
73
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
27. Operating leases
Leases as lessee
Non-cancellable operating lease rentals are payable as follows:
| In thousands of AUD Less than one year Between one and five years More than five years |
Consolidated 2011 2010 26,035 25,835 61,379 63,994 27,730 25,951 |
|---|---|
| 115,144 115,780 |
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 24.
During the year ended 31 March 2011 $32,165,000 was recognised as an expense in the profit and loss statement in respect of operating leases (2010: $27,101,000).
Leases as lessor
The Group leases out its investment property held under operating lease (see note 23). The future minimum lease payments receivable under non-cancellable leases are as follows:
| In thousands of AUD Less than one year Between one and five years |
Consolidated 2011 2010 1,154 1,125 1,188 2,342 |
|---|---|
| 2,342 3,467 |
During the year ended 31 March 2011 $1,142,000 was recognised as rental income in the profit and loss statement (2010: $1,118,000).
28. Capital commitments
| In thousands of AUD Capital expenditure commitments Plant and equipment contracted but not provided for and payable within one year |
Consolidated 2011 2010 17,612 5,567 |
|---|---|
29. 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.
Purchases of subsidiaries – additional consideration
| In thousands of AUD During the year the Group acquired US laboratory group, Analytical Laboratory Services Inc. Pursuant to the agreement additional consideration is 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 2011 (2010: Nil). During the year the Group acquired Czech laboratory group, Analyticke Laboratore Plzen, a.s.. Pursuant to the agreement additional consideration is payable if certain performance hurdles are achieved over the next five years. No amount was paid in respect of this arrangement during the year ended 31 March 2011 (2010: Nil). |
Consolidated 2011 2010 967 - 419 - |
|---|---|
74
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
30. Deed of cross guarantee
Pursuant to ASIC Class Order 98/1418 (Class Order) dated 31 March 2011, 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 Class 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
-
Ammtec Ltd
-
Australian Laboratory Services Pty Ltd
-
Australian Metallurgical & Mineral Testing Consultants Pty Ltd
-
Australian Metallurgical & Mineral Testing Consultants Pty Ltd atf Ammtec Unit Trust
-
Bushland Products Pty Ltd
-
Currey Pty Ltd
-
Ecowise Australia Pty Ltd
-
Ecowise Environmental Pty Ltd
-
PearlStreet ETRS Pty Ltd
-
PearlStreet Limited
-
PearlStreet Metlabs Pty Ltd
-
Reward Supply Co. Pty Ltd
-
Reward Supply Co. (N.Q.) Pty Ltd
A consolidated profit and loss statement, consolidated statement of comprehensive income and consolidated balance sheet, comprising the Company and subsidiaries which are a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, at 31 March 2011 is set out below.
Summary profit and loss statement and retained profits
| Summary profit and loss statement and retained profits | |
|---|---|
| In thousands of AUD Profit before tax Income tax expense Profit after tax Retained profits at beginning of year Dividends recognised during the year Retained profits at end of year |
Consolidated 2011 2010 115,005 69,909 (20,496) (13,729) |
| 94,509 56,180 19,590 18,079 (78,152) (54,669) |
|
| 35,947 19,590 |
Statement of comprehensive income
| Statement of comprehensive income | |
|---|---|
| In thousands of AUD Profit for the period Other comprehensive income Net gain/(loss) on cash flow hedges taken to equity Total comprehensive income for the period |
Consolidated 2011 2010 94,509 56,180 2,040 2,806 |
| 96,549 58,986 |
- All movements in comprehensive income are disclosed net of applicable income tax.
75
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Deed of cross guarantee (continued)
Balance Sheet
| In thousands of AUD 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 investments Total non-current assets Total assets Liabilities Trade and other payables Loans and borrowings Income tax payable Employee benefits Total current liabilities Loans and borrowings Employee benefits Other Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Retained earnings Total equity |
Consolidated 2011 2010 15,899 11,937 101,554 85,684 36,933 42,638 4,177 4,072 |
|---|---|
| 158,563 144,331 |
|
| 100,675 99,091 17,134 19,027 11,139 11,138 10,452 9,784 144,016 93,368 334,866 241,292 86,328 64,296 |
|
| 704,610 537,996 |
|
| 863,173 682,327 |
|
| 53,772 49,072 43,216 6,611 6,144 2,887 23,606 18,489 |
|
| 126,738 77,059 |
|
| 84,254 124,301 2,558 3,980 914 973 |
|
| 87,726 129,254 |
|
| 214,464 206,313 |
|
| 648,709 476,014 |
|
| 610,382 456,734 2,380 (310) 35,947 19,590 |
|
| 648,709 476,014 |
76
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
31. Parent entity disclosures
Result of parent entity
| In thousands of AUD Profit for the period Other comprehensive income Total comprehensive income for the period Financial position of parent entity at year end In thousands of AUD Current assets Total assets Current liabilities Total liabilities Net assets Share capital Reserves Retained earnings Total equity Parent entity capital commitments In thousands of AUD Plant and equipment contracted but not provided for and payable within one year |
2011 2010 75,715 56,530 2,040 2,806 |
|---|---|
| 77,755 59,336 |
|
| 2011 2010 8,995 39,993 764,814 624,212 |
|
| 54,881 22,211 143,169 156,469 |
|
| 621,645 467,743 |
|
| 610,382 456,734 2,380 (310) 8,883 11,319 |
|
| 621,645 467,743 |
|
| 2011 2010 560 367 |
|
| 560 367 |
Parent entity guarantees in respect of the debts of its subsidiaries
The Company is party to a number of financing facilities and a Deed of Cross Guarantee under which it guarantees the debts of a number of its subsidiaries. Refer to notes 24 and 30 for details.
77
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Consolidated entities
| Country of Incorporation Footnote Parent entity Campbell Brothers Limited Australia Subsidiaries Australian Laboratory Services Pty Ltd Australia ACIRL Proprietary Ltd Australia ACIRL Quality Testing Services Pty Ltd Australia ALS Analytical Testing (Shanghai) Co. Ltd 3 China ALS Bolivia Ltda 3 Bolivia ALS Brasil Ltda 3 Brazil ALS Canada Ltd Canada Manitoba Technology Centre Ltd Canada ALS (Barbados) Ltd 3 Barbados ALS Chemex de Mexico S.A. de C.V. 3 Mexico ALSMX, S.A. de C.V. 3 Mexico ALS-Indequim, S.A. de C.V. 3 Mexico ALS Chemex South Africa (Proprietary) Ltd South Africa ALS Global Mozambique, Limitada 2 Mozambique ALS Laboratory Namibia (Proprietary) Ltd Namibia ALS Liberia Ltd Liberia Australian Laboratory Group (Zambia) Limited 2 Zambia ALS Chemex (Guangzhou) Ltd China ALS Colombia Ltda Colombia ALS Czech Republic s.r.o 3 Czech Republic Analyticke Laboratore Plzen, a.s. 1 Czech Republic ALS Ghana Limited Ghana ALS Group General Partnership 2 USA CBL Campbell Brothers USA, Inc USA ALS Group USA, Corp USA ALS Services USA, Corp.(formerly Staveley Services North America, Inc) USA ALS USA, Corp 5 USA ALS USA MI, Corp 5 USA ALS USA, Inc USA Analytical Laboratory Services, Inc. 1 USA Panamex Pacific, Inc USA ALS Guinee SARL Guinea ALS Ivory Coast SARL 2 Ivory Coast ALS Laboratory Group New Caledonia New Caledonia ALS Laboratory Group (Thailand) Co. Ltd Thailand ALS Naledi (Proprietary) Ltd 2 South Africa ALS Pacific Limited Fiji ALS Patagonia S.A. 3 Chile |
Ownership interest % 2011 2010 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - 100 100 100 100 100 - 100 100 100 100 100 100 100 - 100 100 100 - 100 100 100 100 100 100 - 100 - 100 100 100 100 - 100 100 100 100 100 100 60 60 100 100 100 - 100 100 100 100 |
|---|---|
| - | |
| - | |
| 100 | |
| 100 | |
| 100 | |
| 100 | |
| 100 | |
| 60 | |
| 100 | |
| 100 | |
| 100 | |
| 100 |
78
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Consolidated entities (continued)
| Country of Incorporation Footnote ALS Peru S.A. 3 Peru ALS Romania S.R.L 3 Romania ALS Scandinavia AB Sweden ALS Finland OY Finland ALS Chita Holdings AB 4 Sweden ALS Laboratory Group LLC Russia ALS Laboratory Group Norway AS 2 Norway ALS Laboratory Group S.L. Spain ALS Laboratory Services Limited Sirketi Turkey ALS Poland Sp. z.o.o. Poland ALS Portugal Lda Portugal ALS Taiwan Co. Ltd 3 Taiwan ALS Technichem (HK) Pty Ltd Hong Kong ALS Technichem (Singapore) Pte Ltd Singapore ALS Testing Services (Thailand) Co. Ltd Thailand ALS Tribology (Proprietary) Ltd 2 South Africa Ammtec Ltd 1 Australia Australian Metallurgical & Mineral Testing Consultants Pty .Ltd. 1 Australia Purity Systems, Inc. 1 USA PSI Purifying Systems Commercial Trading (Changzhou) Company Limited 1 China Marc Technologies Pty Ltd 1 Australia ASL International Ltd 3 Barbados Australian Laboratory Services (ALS) Cambodia) Co., Ltd 2 Cambodia Carolab (Proprietary) Ltd South Africa Ecowise Environmental Pty Ltd Australia Ecowise Australia Pty Ltd Australia Ecowise Technologies Pty Ltd 4 Australia Group de Laboratoire ALS MALI SARL 3 Mali Abilab Burkina SARL 3 Burkina Faso Abilab Exploitation SARL 3 Mali PearlStreet Pty Ltd_(formerly PearlStreet Limited)_ Australia PearlStreet Accura Pty Ltd Australia PearlStreet Energy Pty Ltd Australia PearlStreet ETRS Pty Ltd Australia PearlStreet Metlabs Pty Ltd Australia PearlStreet Metlabs NC 2 New Caledonia Witlab (Proprietary) Ltd South Africa ALS Russian Holdings Pty Ltd Australia ALS Chita Laboratory LLC Russia Bushland Products Pty Ltd Australia Panamex Pacific (Singapore) Pte. Ltd. 2 Singapore |
Ownership interest % 2011 2010 100 100 100 100 100 100 100 100 - 100 100 100 100 - 100 100 100 100 100 100 100 100 51 51 100 100 100 100 100 100 100 - 100 - 100 - 74.9 - 100 - 100 - 100 100 100 - 73.9 73.9 100 100 100 100 - 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - 100 100 100 100 75 75 100 100 100 - |
|---|---|
| 73.9 | |
| 100 | |
| 100 | |
| - | |
| 100 | |
| 100 | |
| 100 | |
| 100 | |
| 100 | |
| 100 | |
| 100 | |
| 100 | |
| 100 | |
| 100 | |
| 100 | |
| 75 | |
| 100 | |
| 100 |
79
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Consolidated entities (continued)
| Consolidated entities (continued) | ||
|---|---|---|
| Country of Incorporation Footnote Carpi Ltd PNG Panamex Pacific (PNG) Ltd PNG CBL Campbell Brothers NZ Ltd NZ Panamex Pacific, Inc American Samoa Panamex Pacific Ltd NZ Reward Supply Co. Pty Ltd Australia Pandee Services Pty Ltd 4 Australia Parker Sales & Service Pty Ltd Australia Reward Supply Co. (N.Q.) Pty Ltd Australia Currey Pty Ltd Australia Reward Supply Co. (N.T.) Pty Ltd Australia |
Ownership interest % 2011 2010 100 100 100 100 100 100 100 100 100 100 100 100 - 100 51 51 100 100 100 100 51 51 |
|
| 2011 | ||
| 100 | ||
| 100 | ||
| 100 | ||
| 100 | ||
| 100 | ||
| 100 | ||
| - | ||
| 51 | ||
| 100 | ||
| 100 | ||
| 51 |
Footnotes
-
Subsidiaries acquired during the year.
-
Subsidiaries incorporated during the year.
-
Subsidiaries with a financial year end of 31 December, which differs from the Company‟s year end of 31 March.
-
Subsidiaries voluntarily deregistered during the year.
-
Subsidiaries merged into ALS Group USA, Corp. during the year.
80
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Reconciliation of cash flows from operating activities
| In thousands of AUD Cash flows from operating activities Profit for the period Adjustments for: Amortisation and depreciation Finance charges on capitalised leases Finance income on capitalised leases Foreign exchange gain/(loss) (Profit)/loss on sale of property plant and equipment Share-settled performance rights awarded during the year Share of associates and joint venture net profit Gain on sale of chemical and cleaning solutions business Write-down to recoverable amount goodwill and inventories in Reward Distribution segment Net non-cash expenses Operating cashflow before changes in working capital and provisions (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 |
Consolidated 2011 2010 132,290 74,891 42,171 39,944 546 620 (172) (300) - - 389 177 975 662 (243) (1,667) (8,654) - 9,405 - 2,672 (509) |
|---|---|
| 179,379 113,818 (24,803) (8,480) (11,381) (658) 8,730 1,399 6,917 (6,514) |
|
| 158,842 99,565 |
81
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Acquisitions of subsidiaries and non-controlling interests
Business Combinations
| Business Combinations | |||
|---|---|---|---|
| In thousands of AUD | Interest Acquired |
Date acquired | Consideration |
| 2011 | |||
| Ammtec Ltd | 100% | November 2010 | 161,044 |
| Analytical Laboratory Services, Inc | 100% | December 2010 | 10,117 |
| Analytical Labroratore Plzen,a.s. | 100% | January 2011 | 890 |
| Business assets acquired during the year (a) | 2,777 |
(a) Business assets acquired have been absorbed into subsidiaries
If the acquisitions had occurred on 1 April 2010, management estimates that Group revenue would have been $1,150,590,000 and net profit would have been $138,918,000.
| In thousands of AUD | Interest Acquired |
Date acquired | Consideration |
|---|---|---|---|
| 2010 | |||
| ALS Laboratory Group New Caledonia | 60% | July 2009 | 1,564 |
| PearlStreet Limited | 100% | December 2009 | 71,999 |
| Ecowise Environmental Pty Ltd | 100% | November 2009 | 40,698 |
If the acquisitions had occurred on 1 April 2009, management estimates that Group revenue would have been $937,182,000 and net profit would have been $80,539,000.
Ammtec Limited: net assets at acquisition dates
| In thousands of AUD Property, plant and equipment Inventories Trade and other receivables Deferred tax assets Cash and cash equivalents Interest-bearing loans and borrowings Employee benefits Trade and other payables Deferred tax liabilities Net identifiable assets and liabilities Non-controlling interest at acquisition Goodwill on acquisition Shares issued (refer note 25) Consideration paid, satisfied in cash Cash (acquired) Net cash outflow |
Recognised values |
|---|---|
| 2011 | |
| 42,108 | |
| 2,505 | |
| 21,596 | |
| 2,290 | |
| 1,586 | |
| (9,085) | |
| (2,964) | |
| (14,710) | |
| (866) | |
| 42,460 | |
| (106) | |
| 118,690 | |
| (121,048) | |
| 39,996 | |
| (1,586) | |
| 38,410 |
Directly attributable transaction costs of $2,339,000 were included in administration and other expenses in the profit and loss statement. In the period to 31 March 2011 Ammtec contributed a net profit of $5,884,000 to the consolidated net profit for the year.
Ammtec was acquired for the purpose of adding metallurgical services to the Group‟s capabilities in servicing mining and mineral exploration companies. The goodwill recognised on acquisition is attributable mainly to skills and technical talent of Ammtec‟s workforce and the synergies expected to be achieved from integrating the company into the Group‟s existing business. The goodwill is not expected to be deductible for income tax purposes.
82
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Acquisitions of subsidiaries and non-controlling interests (continued)
Analytical Laboratory Services, Inc net assets at acquisition dates
| Analytical Laboratory Services, Inc net assets at acquisition dates | |
|---|---|
| In thousands of AUD Property, plant and equipment Inventories Trade and other receivables Cash and cash equivalents Trade and other payables Net identifiable assets and liabilities Goodwill on acquisition Consideration paid, satisfied in cash Cash (acquired) Net cash outflow |
Recognised values |
| 2011 | |
| 1,164 | |
| 457 | |
| 2,896 | |
| 1 | |
| (514) | |
| 4,004 | |
| 6,114 | |
| 10,118 | |
| (1) | |
| 10,117 |
Directly attributable transaction costs of $165,000 were included in administration and other expenses in the profit and loss statement.
In the period to 31 March 2011 Analytical Laboratory Services, Inc contributed a net profit of $248,000 to the consolidated net profit for the year.
The goodwill recognised on acquisition is attributable mainly to skills and technical talent of the acquired business‟s workforce and the synergies expected to be achieved from integrating the company into the Group‟s existing business. The goodwill is not expected to be deductible for income tax purposes.
Other acquirees’ net assets at acquisition dates
| Other acquirees’ net assets at acquisition dates | |
|---|---|
| In thousands of AUD Property, plant and equipment Identifiable intangible assets Inventories Trade and other receivables Deferred tax assets Cash and cash equivalents Interest-bearing loans and borrowings Employee benefits Trade and other payables Deferred tax liabilities Net identifiable assets and liabilities Non-controlling interest at acquisition Goodwill on acquisition Consideration paid, satisfied in cash (a) Cash (acquired) Net cash outflow |
Recognised values 2011 2010 1,132 21,774 - 227 38 2,048 260 27,388 - 6,332 55 2,240 - (49,758) - (9,274) (201) (17,229) (42) (1,753) |
| 1,242 (18,005) - (691) 2,425 132,957 |
|
| 3,667 114,261 (55) (2,240) |
|
| 3,612 112,021 |
Directly attributable transaction costs of $336,000 were included in administration and other expenses in the profit and loss statement.
(a) 2010 comparative includes directly attributable transaction costs of $2,463,000.
83
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
35. 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
G J McGrath (Chairman) N Withnall M D Kriewaldt R G Hill B R Brown M Bridges
Executive Directors
G F Kilmister (Managing Director and CEO)
Executives
B McDonald (Executive Vice President, ALS Minerals) R Naran (Executive Vice President, ALS Environmental – North America and Europe)
B Williams (Group General Manger, ALS Environmental – Australia, Asia and ALS Industrial) P McPhee (Group General Manager, ALS Coal) P Jordan (Group General Manager, ALS Tribology) D Brown (Group General Manager, Chemical Division) A Ross (Group General Manager, Reward Distribution – appointed August 2010)
Former Executive
C Clements (former Group General Manager, Reward Distribution – ceased employment August 2010)
The key management personnel compensation included in employee expenses are as follows:
| In AUD Short term employee benefits Post-employment benefits Value of share-based awards Termination benefits Other long term benefits |
Consolidated 2011 2010 5,018,692 3,938,007 266,490 208,516 947,458 262,271 82,738 - 6,944 297,136 |
|---|---|
| 6,322,322 4,705,930 |
84
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
35. Key management personnel disclosures (continued)
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:
| period, are as follows: | ||||
|---|---|---|---|---|
| 2011 | Opening Balance $ |
Closing Balance $ |
Interest paid and payable in the reporting period $ |
Highest balance in period $ |
| Director | ||||
| G F Kilmister | 261,146 | 191,250 | - | 261,146 |
| 2010 | Opening Balance $ |
Closing Balance $ |
Interest paid and payable in the reporting period $ |
Highest balance in period $ |
| Director | ||||
| G F Kilmister | 401,914 | 261,146 | - | 401,914 |
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:
| follows: | ||||
|---|---|---|---|---|
| Interest paid | ||||
| Opening | Closing | and payable in | Number in | |
| Balance | Balance | the reporting | group at 31 | |
| $ | $ | period | March | |
| $ | ||||
| Total for key management personnel and | ||||
| their related entities: | ||||
| Director | ||||
| 2011 | 261,146 | 191,250 | - | 1 |
| 2010 | 401,914 | 261,146 | - | 1 |
| Executives | ||||
| 2011 | 7,176 | - | - | - |
| 2010 | 34,218 | 7,176 | - | 2 |
Loans made to the key management personnel are interest free (2010: 0%). These loans have been made to executives under the terms of the Company‟s Employee Share Plan. Refer to note 25 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.
85
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Key management personnel disclosures (continued)
Equity instruments
Movements in shares
The movement during the year 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:
| 2011 Directors |
Opening Balance Purchases Sales Closing Balance |
|---|---|
| G J McGrath | 297,810 - - 297,810 |
| N Withnall | 2,462 97 - 2,559 |
| M D Kriewaldt | 37,957 1,274 - 39,231 |
| R G Hill | 14,000 - - 14,000 |
| B R Brown | 50,000 - - 50,000 |
| M J Bridges | 1,479 891 - 2,370 |
| G F Kilmister | 149,989 3,492 - 153,481 |
| Executives | |
| B McDonald | - - - - |
| R Naran | - - - - |
| B Williams | 9,249 183 - 9,432 |
| P McPhee | - - - - |
| P Jordan | 6,000 - - 6,000 |
| D Brown | - - - - |
| A Ross | - - - - |
| C Clements | - - - - |
All purchases and sales complied with the Board‟s Securities Trading Policy which permits trading by directors and executives during certain periods in the absence of knowledge of price-sensitive information.
Movements in performance rights over ordinary shares granted as compensation
The movement during the year in the number of performance rights over ordinary shares in Campbell Brothers Limited held directly, indirectly or beneficially by each key management person, including their related parties, is set out below. No rights vested or were converted to ordinary shares during the financial year. No rights were vested and exercisable as at the end of the year.
| 2011 Director |
Opening Balance Granted as compensation Forfeited Closing Balance |
|---|---|
| G F Kilmister | 37,091 10,676 - 47,767 |
| Executives | |
| B McDonald | 12,709 3,754 - 16,463 |
| R Naran (a) | 2,112 3,907 - 6,019 |
| B Williams | 8,463 3,203 - 11,666 |
| P McPhee | 8,664 3,203 - 11,867 |
| P Jordan | 5,365 1,868 - 7,233 |
| D Brown | 2,726 - - 2,726 |
| A Ross | - - - - |
| C Clements | 1,711 - 1,711 - |
(a) Performance rights granted to Mr Naran are cash-settled rights. Performance rights granted to all other executives above are equity-settled.
86
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
36. Non-key management personnel related party disclosures
The Group has a related party relationship with its associates and joint ventures (see note 18) and with its key management personnel (see note 35).
37. Share-based payments
In 2008 the Group established a Long Term Incentive Plan (LTIP) designed as a retention and reward tool for high performing personnel. Under the Plan key employees may be granted conditional performance rights to receive ordinary shares in the Company at no cost to the employees (or in limited cases to receive cash-settled awards). The terms and conditions of the performance rights granted to date are set out below:
| Equity-settled rights Date of grant Number of performance rights Testing date for performance hurdles Vesting date Cash-settled rights Date of grant Number of performance rights Testing date for performance hurdles Vesting date |
Year ended 31 March 2011 Year ended 31 March 2010 Year ended 31 March 2009 27/7/10 24/11/09 1/10/09 30/6/09 3/9/08 5/8/08 37,134 32,587 11,676 34,203 28,184 7,388 31/3/13 31/3/12 31/3/12 31/3/12 31/3/11 31/3/11 1/7/13 1/7/12 1/7/12 1/7/12 1/7/11 1/7/11 27/7/10 1/10/09 3/9/08 10,076 15,684 8,966 31/3/13 31/3/12 31/3/11 1/7/13 1/7/12 1/7/11 |
|---|---|
All equity-settled performance rights refer to rights over ordinary shares in the Company and entitle an executive to ordinary shares on the vesting date, subject to the achievement of performance hurdles set out below. The rights expire on termination of an executive‟s employment prior to the vesting date or upon the failure of achievement of the performance hurdles.
All cash-settled performance rights expire on termination of an executive‟s employment prior to the vesting date or upon the failure of achievement of the performance hurdles. The amount of cash payment is determined based on the volume weighted average price of the Company‟s shares over the 20 trading days following the release of the Group‟s full year results for the final year of each performance period.
All of the above rights carry an exercise price of nil. 1,711 equity-settled performance rights originally issued on 3 September 2008 were forfeited upon termination of employment during the year. No rights were vested or exercised during the year.
87
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
- Share-based payments (continued)
Vesting conditions in relation to the rights issued during the current year
Employees must be employed by the Group on the vesting date. The rights vest only if Earnings Per Share (“EPS”) or relative Total Shareholder Return (“TSR”) hurdles are achieved by the Company over the specified performance period. 50 percent of each employee‟s rights are subject to EPS measurement and 50 percent are subject to the TSR measurement. The performance hurdles and vesting proportions for each measure are as follows:
| vesting proportions for each measure are as follows: | |
|---|---|
| Compound annual diluted EPS growth from 1 April 2010 to 31 March 2013 |
Proportion of performance rights that may be exercised if EPS growth hurdle is met |
| Less than 13% per annum | 0% |
| 13% per annum | 25% |
| Between 13% and 20% per annum | Straight line vesting between 25% and 50% |
| 20% or higher per annum | 50% (i.e. 50% of total grant) |
| TSR of Campbell Brothers relative to TSRs of comparator companies over the period from 1 April 2010 to 31 March 2013 |
Proportion of performance rights that may be exercised if TSR hurdle is met |
| Less than the 50th percentile | 0% |
| 50th percentile | 25% |
| Between 50th percentile and 75th percentile | Straight line vesting between 25% and 50% |
| 75th percentile or higher | 50% (i.e. 50% of total grant) |
| Comparator companies | International companies: Bureau Veritas (France), Core Laboratories (USA), Eurofins (France & Germany), Intertek (UK), SGS (Switzerland). Australian companies: Ausenco, Boart Longyear, Cardno, Clough, Coffey International, Industrea, MacMahon Holdings, Monadelphous, Orica, Sedgman, Servcorp, Transfield Services, WorleyParsons. |
The cumulative performance hurdles are assessed at the testing date and the “at risk” LTI component becomes exercisable or is forfeited by the executive at this time. New offers of participation are ratified by the Remuneration Committee.
88
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
37. Share-based payments (continued)
Expenses recognised as employee costs in relation to share-based payments
The fair value of services received in return for performance rights granted during the year ended 31 March 2011 is based on the fair value of the rights granted measured using Binomial Tree (EPS hurdle) and Monte-Carlo Simulation (TSR hurdle) valuation methodologies with the following inputs:
| Equity-settled rights Date of grant Weighted average fair value at date of grant Share price at date of grant Expected volatility Expected life Risk-free interest rate Dividend yield Cash-settled rights Date of grant Weighted average fair value at date of grant Share price at date of grant Expected volatility Expected life Risk-free interest rate Dividend yield |
Granted 2011 Granted 2010 27 July2010 24 Nov 2009 1 Oct 2009 30 June 2009 $25.06 $23.57 $26.91 $17.29 $31.31 $26.99 $31.15 $20.70 45% 50% 50% 50% 2.9years 2.6 years 2.8 years 3.0 years 4.71% 4.75% 4.65% 4.63% 3.50% 3.50% 4.00% 4.00% 27 July2010 1 Oct 2009 $25.06 $26.91 $31.31 $31.15 45% 50% 2.9years 2.8 years 4.71% 4.65% 3.50% 4.00% |
|---|---|
89
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
37. Share-based payments (continued)
Expenses recognised as employee costs in relation to share-based payments (continued)
The fair value of the liability for cash-settled rights, for which performance hurdle testing dates remain in the future, is remeasured at each reporting date and at settlement date using Binomial Tree (EPS hurdle) and Monte-Carlo Simulation (TSR hurdle) valuation methodologies. The model inputs and resulting valuations at 31 March were:
| Cash-settled rights Inputs: Date of grant Share price at 31 March Expected volatility Expected life Risk-free interest rate Dividend yield Weighted average fair value at grant date Weighted average fair value at 31 March |
2011 2010 * 27 July2010 1 Oct 2009 1 Oct 2009 3 Sep 2008 $46.35 $46.35 $29.55 $29.55 30% 30% 35% 35% 2.3years 1.3years 2.3 years 1.3 years 4.92% 4.80% 4.96% 4.59% 3.50% 3.50% 3.50% 3.50% $25.06 $26.91 $26.91 $29.46 $40.01 $44.35 $26.71 $26.56 |
|---|---|
- Cash-settled rights granted 3 September 2008
The performance hurdle testing date for cash-settled rights granted on 3 September 2008 was 31 March 2011 (vesting date: 1 July 2011). The fair value of the liability at 31 March 2011 for these cash-settled rights was determined by reference to the Group‟s performance against prescribed hurdles over the three year period to the testing date and the Company‟s closing share price as at that date:
| Proportion of performance rights granted September 2008 that will vest 1 July 2011 pursuant to: EPS growth hurdle TSR hurdle Total Share price at 31 March 2011 Weighted average fair value at grant date Weighted average fair value at 31 March |
2011 |
|---|---|
| 33% | |
| 50% | |
| 83% | |
| $46.35 | |
| $29.46 | |
| $38.47 |
The amount ultimately payable on vesting date will be based on the volume weighted average price of the Company‟s shares over the 20 trading days following the release of the Group‟s full year results for the year to 31 March 2011.
Expenses recognised in relation to share-based payments during the year were:
| In thousands of AUD Note Equity-settled rights granted 2011 8 Equity-settled rights granted 2010 8 Equity-settled rights granted 2009 8 Cash-settled rights granted 2011 8 Cash-settled rights granted 2010 8 Cash-settled rights granted 2009 8 Total expenses recognised as employee costs Total carrying amount of liabilities for cash-settled rights |
Consolidated 2011 2010 215 - 606 307 154 355 93 - 302 76 195 128 |
|---|---|
| 1,565 866 |
|
| 810 220 |
90
Campbell Brothers Limited and its subsidiaries
Notes to the financial statements
For the year ended 31 March 2011
38. Events subsequent to balance 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.
91
Campbell Brothers Limited and its subsidiaries
Directors’ declaration
-
In the opinion of the directors of Campbell Brothers Limited (“the Company”):
-
a. the consolidated financial statements and notes, numbered 1 to 38, and the remuneration report contained in section 7 of the Directors‟ report, are in accordance with the Corporations Act 2001, including:
-
i. giving a true and fair view of the Group‟s financial position as at 31 March 2011 and of its performance for the year ended on that date; and
-
ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;
-
-
b. the financial report also complies with International Financial Reporting Standards as disclosed in note 2(a);
-
c. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
-
There are reasonable grounds to believe that the Company and the subsidiaries identified in note 30 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 ASIC Class Order 98/1418.
-
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 2011.
Signed in accordance with a resolution of the directors:
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G J McGrath G F Kilmister Chairman Managing Director Brisbane Brisbane 24 May 2011 24 May 2011
92
ABCD
Independent auditor’s report to the members of Campbell Brothers Limited
Report on the financial report
We have audited the accompanying financial report of Campbell Brothers Limited (the company), which comprises the consolidated balance sheet as at 31 March 2011, and the consolidated profit and loss statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 38 comprising a summary of significant accounting policies and other explanatory information 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.
Directors’ responsibility for the financial report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 2(a), the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements of the Group comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. 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.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control . An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We 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, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .
93
KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
ABCD
Auditor’s opinion
In our opinion:
-
(a) the financial report of the Group is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the Group’s financial position as at 31 March 2011 and of its performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2(a).
Report on the remuneration report
We have audited the Remuneration Report included in section 7 of the directors’ report for the year ended 31 March 2011. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards.
Auditor’s opinion
In our opinion, the remuneration report of Campbell Brothers Limited for the year ended 31 March 2011, complies with Section 300A of the Corporations Act 2001 .
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KPMG
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Mitchell C Petrie Partner
Brisbane 24 May 2011
94
ABCD
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
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 2011 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.
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KPMG
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Mitchell C Petrie Partner
Brisbane 24 May 2011
95
KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.