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CVC LIMITED — Annual Report 2007
Aug 20, 2007
64728_rns_2007-08-20_8178543a-3bd2-4a03-8e9a-74ae66176d6f.pdf
Annual Report
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21 August 2007
CVC LIMITED PROFIT INCREASES 32% TO $30.8 MILLION BACKED BY STRONG DIVERSIFIED RECURRENT REVENUE GROWTH
Diversified listed investment company CVC Limited (ASX:CVC) has demonstrated the benefits of its multi-segment investment strategy by reporting a solid net after-tax profit of $30.8 million for the 2006-2007 financial year.
The Directors of CVC Limited today also announced a fully-franked Final Dividend of 6 cents per share, bringing the full year dividend to 15 cents per share; a 150% increase on the previous year. The Final Dividend has a Record Date of 5 November 2007 and is payable on 9 November 2007.
CVC’s strong profit performance, up 32% from last year’s net after-tax profit result of $23.3 million, was achieved on group revenue of $42.3 million, compared to $35.1 million in the previous year.
The total return for the year of 51.7% on shareholders funds includes a $55.8 million or 441% after tax increase in the market value of listed investments compared with $10.3 million in 2006.
The company has continued to enhance earnings per share (EPS) performance, with a 25% increase to 23.9 cents per share compared with 19.1 cents for the year ended June 30, 2006. Net assets per share also increased 40.6% to $2.01 per share.
CVC Limited Chief Executive Officer Sandy Beard said the result reinforced the benefits to shareholders of CVC’s diversified investment strategy, which has a target of delivering greater than 15% return on shareholders funds per annum.
CVC Group is forecasting $35 million NPAT and a full year dividend of at least 12 cents per share for 2008. This outlook is underpinned by increased management and transaction fees from post financial year investments in and restructuring of emerging listed companies including Ron Finemore Transport, Pro-Pac Packaging, Blue Energy and Mercury Mobility.
“This solid profit result reflects a positive, across the board revenue contribution from all investment segments including property, private equity, listed investments and funds management,” Mr Beard said.
In February 2007, CVC realised a $6.6 million profit from its long-term investment in Green’s Food Limited following the sale of shares to Nestle Australia Limited under a Scheme of Arrangement. This result underpinned a $14.3 million profit from CVC’s listed investments portfolio.
CVC’s ability to identify listed equity opportunities, build controlling stakes and unlock value was underpinned by major shareholdings in listed companies Cellnet and radiopharmaceutical company Cyclopharm. In January 2007, CVC unlocked $5.4 million in value for shareholders following Cyclopharm’s successful ASX listing at a 50% premium to its IPO price.
The continued expansion of CVC’s diverse property-related investments generated a significant profit of $15.7 million compared to $6.8 million the previous year.
In February 2007, CVC realised a $9 million profit following the signing of the development agreement for the Fern Bay Seaside Village in Newcastle, New South Wales with listed Aspen Group for $76.6 million as part of a 50% joint venture with the Winten Property Group.
Several strategic investments in leading Australian property development companies also demonstrated CVC’s commitment to investing in high quality properties that deliver strong, recurrent revenue streams.
In May 2007, CVC committed to provide $35 million in mezzanine finance to property developer, Sakkara Group to fund an industrial development and refurbishment and residential development in the inner-city Sydney suburb of Alexandria with an estimated end value of $70 million.
Demonstrating the strategic value of its diversified investment strategy, CVC’s funds management segment benefited significantly from a successful capital raising of $110 million in April 2007 and an increase in net asset value of portfolios managed by the CVC Group.
In November 2006, CVC entered into a joint venture with listed diversified development group Trinity to manage an existing listed property fund. This transaction involved Trinity acquiring a 50 per cent stake in CVC Trinity Property Managers Limited, CVC Limited’s Responsible Entity for the listed CVC Trinity Property Fund.
CVC Trinity Property Fund increased its unitholders’ funds by $14.5 million during the year, highlighted by the acquisition of the Belrose Lifestyle Retail development site which realised a $2.4 million profit. The development has an end value of approximately $60 million.
During the year, CVC demonstrated its commitment to targeting new investment opportunities in high-growth environmentally sustainable businesses. In April 2007, CVC Sustainable Investments issued a prospectus to raise $30 million to allow the fund to maximise recurrent revenue streams from its extensive deal pipeline.
“With $2.6 million of new funds raised, the fund is capitalising on the rapidly growing investor interest in profitable, environmentally sustainable companies,” Mr Beard said.
ENDS
For further information please contact: Sandy Beard Geoffrey Leaver Chief Executive Officer CVC Limited CVC Limited 02 9087 8000 02 9087 8000
CVC LIMITED (ASX; CVC)
| Full Year | 2007 | 2006 |
|---|---|---|
| Revenue($m) | 42.25 | 35.1 |
| Pre-tax($m) | 35.8 | 30.3 |
| Net($m) | 30.8 | 23.3 |
| EPS | 23.9 cents | 19.1 cents |
| Dividend | 15 cents* | 6 cents |
| Net Assets | $2.01 | $1.43 |
- Final dividend of 6 cents per share payable on 9 November 2007
CVC Limited Appendix 4E – 30 June 2007
Appendix 4E
Preliminary Final Report Results for announcement to the market
CVC Limited
| ABN 34 002 700 361 Results |
Financial Year ended (‘Reporting Period’) |
Previous Financial Year ended (‘Corresponding period’) 30 June 2006 |
|
|---|---|---|---|
| 30 June 2007 | |||
| Income up Net profit after tax up Profit after tax attributable to members up Net profit for the period attributable to members up |
~~/down~~ ~~/down~~ ~~/down~~ ~~/down~~ |
20 % to $ 42,256,970 32 % to $ 30,811,598 32 % to $ 30,757,945 32 % to $ 30,757,945 |
Dividends (distributions)
| Dividends (distributions) | |||
|---|---|---|---|
| Amount per security | Franked amount per security |
||
| Final Dividend – 2006 | 3 ¢ | 3 ¢ | |
| First Interim Dividend – 2007 | 6 ¢ | 6 ¢ | |
| Second Interim Dividend – 2007 | 3 ¢ | 3 ¢ | |
| Information on Dividends: The Directors announce a final fully franked dividend in respect of the year ended 30 June 2007 of 6 cents per share payable on 9 November 2007. Two fully franked interim dividends in respect of the current financial year totalling 9 cents per share have been paid. The first interim dividend of 6 cents per share was paid on 22 February 2007 and the second interim dividend of 3 cents per share was paid on 13 April 2007. A fully franked final dividend in respect of the year ended 30 June 2006 of 3 cents per share was paid on 26 September 2006. The Dividend Reinvestment Plan is in operation and the final dividend qualifies. Shareholders are able to elect to receive shares (rounded to the nearest whole number) which the dividend would purchase at the relevant issue price. The relevant issue price will be at a 2.5% discount on the prevailing stock market price (calculated as the volume weighted average sale price per share sold during the four trading days up to and including the Record Date). Ex-Dividend date for the purposes of receiving the dividend 30 October 2007 Record date for determining entitlements to the final dividend 5 November 2007 Last date for elections to participate in the Dividend Reinvestment Plan 5 November 2007 Payment Date 9 November 2007 |
|||
| 30 October 2007 | |||
| 5 November 2007 | |||
| 5 November 2007 | |||
| 9 November 2007 | |||
CVC Limited Appendix 4E – 30 June 2007
Net tangible asset per security
| Net tangible asset per security | ||
|---|---|---|
| Year ended 30 June 2007 |
Year ended 30 June 2006 |
|
| Net assets per share Net tangible assets (“NTA”) per share () If the NTA is calculated after adjusting for the impact of the CVC Executive Long Term Incentive Plan provided to employees, which under AIFRS is considered to be an option grant, the NTA would be $1.99 (2006: $1.39). |
$2.01 $1.96 |
$1.43 $1.35 |
The preliminary final report is based on accounts that have been audited.
Commentary
Brief explanation of any of the figures reported above: Please refer to the attached commentary for a detailed review.
CVC LIMITED
AND ITS CONTROLLED ENTITIES
FINANCIAL REPORT
For the year ended 30 June 2007
The financial report was authorised for issue by the Directors on 21 August 2007. The company has the power to amend and reissue the financial report.
ACN 002 700 361 AFSL 239665
1
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT
Your Directors present the Financial Report of CVC Limited (the “Company”) and of the Consolidated Entity (“CVC”), being the Company and its controlled entities, for the year ended 30 June 2007 together with the Auditors’ Report thereon.
DIRECTORS
The names of Directors in office throughout the financial year and to the date of this report are Vanda Russell Gould (Chairman), John Scott Leaver, John Douglas Read, Alexander Damien Harry Beard and John Thomas Riedl. The names of Company Secretaries in office throughout the financial year and to the date of this report are Mr Alexander Damien Harry Beard and Mr John Andrew Hunter. Details of qualifications, experience and special responsibilities of Directors are as follows:
Vanda Russell Gould (Chairman)
B.Com (Uni. of NSW), M.Com (Uni. of NSW)
Fellow of the Institute of Chartered Accountants in Australia; Fellow of the CPA Australia; Fellow of the Australian Institute of Management; Australian Financial Services Licence holder.
Board member from 1984 – 1994 and from 1996 to date.
Prior to his involvement in the founding of the Company, Mr Gould was a partner of an accounting firm. He has held numerous directorships of other private and public companies including educational establishments.
During the past three years Mr Gould has also served as a Director of Cyclopharm Limited and Vita Life Sciences Limited.
John Scott Leaver (Non-Executive Director) B.Ec. (Uni. of Sydney) Australian Financial Services Licence holder.
Board member since 1984 and Managing Director of the Company until 2001.
Prior to his involvement in the founding of the Company, Mr Leaver had extensive experience in the stockbroking industry. During the past three years Mr Leaver has also served as a Director of Sunland Group Limited.
John Douglas Read (Non-Executive Director) B.Sc. (Hons) (Cant.), M.B.A. (A.G.S.M.)
Fellow of the Australian Institute of Company Directors.
Board member since 1989 and Chairman of the audit committee of the Company.
Mr Read has over 25 years experience in the venture capital industry. He is a former Director of CSIRO and the Australian Institute for Commercialisation Limited.
During the past three years Mr Read has also served as a Chairman and Director of the following other listed companies: The Environmental Group Limited, Pro-Pac Packaging Limited and Patrys Limited.
Alexander Damien Harry Beard (Director and Company Secretary) B. Com. (Uni. of NSW)
Fellow of the Institute of Chartered Accountants in Australia; Member of Australian Institute of Company Directors. Board member since 2000 and Chief Executive Officer since 2001. Member of the audit committee.
Mr Beard has been employed by the manager of the Company since 1991.
During the past three years Mr Beard has also served as a Director of the following other listed companies: Greens Foods Limited, Tamaya Resources Limited (formerly SMC Gold Limited), Cellnet Group Limited, Mercury Mobility Limited and Blue Energy Limited.
John Thomas Riedl (Non-Executive Director) B.Sc, B.E. (Elect), (Hons) (Sydney)
Board member since 2002. Member of the audit committee.
Mr Riedl was the managing Director of Techniche Limited, a venture capital company, for fifteen years which, like CVC, commenced life under the MIC act. He has a broad range of commercial and technical experience.
During the past three years Mr Riedl has also served as a Director of the following other listed companies: Eserv Global Ltd.
COMPANY SECRETARIES
John Andrew Hunter
B.Com. (ANU), MBA (MGSM) Member of the Institute of Chartered Accountants in Australia.
In addition to being a Director of the Company, Alexander Damien Harry Beard is also a Company Secretary of the Company.
2
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
DIRECTORS’ MEETINGS
The number of Directors' meetings and number of meetings attended by each of the Directors of the Company during the financial year were:
| Directors' | Meetings | |
|---|---|---|
| No of meetings attended | No of meetings held | |
| Vanda Russell Gould | 5 | 6 |
| John Scott Leaver | 3 | 6 |
| John Douglas Read | 6 | 6 |
| Alexander Damien Harry Beard | 6 | 6 |
| John Thomas Riedl | 4 | 6 |
The Company has an audit committee. The number of meetings and the number of meetings attended by each of the Directors on the audit committee during the financial year were:
| Audit Committee Meetings | Audit Committee Meetings | |
|---|---|---|
| No of meetings attended | No of meetings held | |
| John Douglas Read | 2 | 2 |
| Alexander Damien Harry Beard | 2 | 2 |
| John Thomas Riedl | 2 | 2 |
DIRECTORS' INTERESTS
The relevant interest of each Director in the share capital of the Company as at the date of this report is as follows:
Ordinary Shares Mr V.R. Gould 34,828,583 Mr J.S. Leaver 38,046,089 Mr J.D. Read 528,956 Mr A.D.H. Beard 2,193,136 Mr J.T. Riedl 50,000
At the date of this report, Messrs Gould and Leaver have an indirect interest in 297 shares in Stinoc Limited, a controlled entity of CVC.
OVERVIEW OF ACTIVITIES
The sections below provide details on the results, dividends, activities, operations, changes in state of affairs and expectations for the future. Further details and commentaries are also provided in the Chairman's Report and Review of Operations sections of the annual report.
CONSOLIDATED RESULTS
The Directors of CVC are pleased to announce that the 2007 financial year has seen another strong performance by the Company, including:
-
Profit before taxation of $35.8 million (2006: $30.3 million);
-
Net profit after tax of $30.8 million (2006: $23.3 million);
-
Earnings per share of 23.9 cents (2006: 19.1 cents).
The consolidated profit for the year attributable to the members of the Company is calculated as follows:
| 2007 | 2006 | |
|---|---|---|
| $ | $ | |
| Net profit after income tax | 30,811,598 | 23,305,111 |
| Minority interests | (53,653) | (5) |
| ──────── | ──────── | |
| Net profit after income tax attributable to members | 30,757,945 | 23,305,106 |
| ════════ | ════════ |
3
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
DIVIDENDS
A final dividend in respect of the year ended 30 June 2007 of 6 cents per share was declared on 21 August 2007. Two interim dividends in respect of the year ended 30 June 2007, of 6 cents per ordinary share amounting to $6,989,050 paid on 22 February 2007 and 3 cents per ordinary share amounting to $5,152,652 paid on 13 April 2007.
A final dividend in respect of the year ended 30 June 2006 of 3 cents per share amounting to $3,491,821 was paid on 26 September 2006. An interim dividend in respect of the year ended 30 June 2006, of 3 cents per share was paid on 17 March 2006.
PRINCIPAL ACTIVITIES
The principal activities of entities within CVC during the year were:
-
the provision of investment, development and venture capital;
-
property finance and development;
-
investment in listed entities; and
-
funds management.
REVIEW OF OPERATIONS
Highlights for the year of the main operating segments are as follows:
Listed Investments:
CVC’s long term investment in Green’s Foods Limited was sold to Nestle Australia Limited under a Scheme of Arrangement resulting in a profit of $6.6 million on the original investment. As part of the scheme Green’s Food Limited’s consumer foods division was bought by a joint venture with the Guinness Peat Group (Australia) Pty Limited.
This segment provided a source of both dividend and capital growth over the last 12 months which included the following:
| Value at | Dividends Received | ||
|---|---|---|---|
| Company | Holding | 30 June 2007 | 30 June 2007 |
| Cellnet Group Limited | 22.9% | $11.3 million | $0.2 million |
| Mercury Mobility Limited | 22.9% | $3.7 million | - |
| Probiotec Limited | 4.0% | $2.2 million | - |
| Pro-Pac Packaging Limited | 20.5% | $3.1 million | $0.2 million |
| Sunland Group Limited | 10.7% | $139.9 million | $4.5 million |
| Trinity Group | 4.7% | $16.3 million | $0.6 million |
| Tri Origin Minerals Limited | 6.1% | $7.1 million | - |
| Cyclopharm Limited | 11.0% | $5.4 million | - |
Private Equity:
The investment in Probiotec Limited was listed on the ASX and resulted in a profit of $2.2 million. The company still has good prospects for the future and as such CVC still retains a 4.0% holding.
The investment in Vita Life Sciences Limited has showed signs of improvement with the listing of Cyclopharm Limited in January 2007 on the ASX, which is a successful radiopharmaceutical company servicing the medical profession.
Property:
CVC has experienced a significant amount of activity with its property portfolio with a number of new investments in the last 12 months which included both direct property as well as investing in property development companies such as Sakkara and the sale of the Belrose Lifestyle Retail Centre development site to CVC Trinity Property Fund for a profit of $2.4 million.
An agreement was signed with the Aspen Group appointing them as developer of the Fern Bay Seaside Village, a 50% joint venture with the Winten Property Group, for $76.6 million. This has resulted in the recognition of a profit of $9.0 million.
4
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
REVIEW OF OPERATIONS (CONTINUED)
Funds Management:
CVC is reviewing a number of options to increase the scale of its funds under management and profitability of the funds management segment. During the year CVC Trinity Property Fund, CVC Sustainable Investments Limited and CVC have engaged in capital raisings. CVC Trinity Property Fund increased its unitholders’ funds by $14.5 million and CVC Sustainable Investments Limited issued a prospectus to raise $30 million, with a total $2.6 million of new funds raised during the year until the time of writing. CVC also completed a successful capital raising of $110 million in April 2007.
CVC signed a Joint Venture agreement with Trinity Group to expand the number of investment properties in the CVC Trinity Property Fund.
Corporate Finance
A strategic appointment was made to the management team with Ben Loiterton responsible for managing the Corporate Finance operations of the group. Since the end of the financial year CVC has managed and earned fees from the capital finance and restructure of Pro-Pac Packaging Limited and Blue Energy Limited and the restructure of Cellnet Limited with the spin-off and recapitalisation of Mercury Mobility Limited.
STATE OF AFFAIRS
Significant changes in the state of affairs of CVC during the financial year included:
-
Increase in net assets of $178.8 million;
-
Share buy-back of $1.4 million;
-
Dividend payment of $15.6 million;
-
Capital raising of $110.0 million;
-
Undertake a scheme of arrangement for the sale of Green’s Food Limited to Nestle Australia Limited for total consideration of $14.3 million and subsequent purchase of the non-petfood business;
-
Sell down of $6.5 million shareholding in Probiotec Limited into the Initial Public Offering;
-
Appointment of Aspen group as developer of the Fern Bay Seaside Village with the return of $21.0 million to CVC; and
-
Increase in the value of listed investments by $55.8 million (2006: $10.3 million)
LIKELY DEVELOPMENTS
As explained in previous reports, the total level of profit for any period, notwithstanding the recurrent earnings, is largely determined by the timing of the realisation of investments that result in capital gains. CVC has however, continued to direct resources to building its recurrent earnings base and has a robust balance sheet as at 30 June 2007. The Company believes the strong balance sheet and continual evaluation of investment opportunities by its management team will enable the identification and execution of suitable investment opportunities during the course of the year.
ENVIRONMENTAL REGULATION
CVC’s operations are not subject to environmental regulations.
EVENTS SUBSEQUENT TO BALANCE DATE
As at 20 August 2007 Australian Stock Exchange has experienced a significant decline since the end of the financial year with the ASX Small Ordinaries Index 10.4% lower than as at 30 June 2007. By way of comparison CVC’s Net Assets has decreased by 3.0% over the same period. On a daily basis the share market both increases and decreases in value. Considering the strategy of CVC is the long term investment in companies, this event is not expected to significantly affect the operations of CVC, the results of those operations, or the state of affairs of CVC, in future financial years.
SHARE OPTIONS
There were no options issued during the year or to the date of this report.
5
CVC LIMITED (AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
a) Indemnification
CVC has not, during or since the end of the financial year, indemnified or made any relevant agreement for indemnifying any person who is or has been an officer or auditor of CVC or a related body corporate against a liability, including costs and expenses in successfully defending legal proceedings.
b) Insurance Premiums
CVC has not, during the year or since the end of the financial year, paid or agreed to pay a premium for insuring any person who is or has been an auditor of the Company or a related body corporate for the costs or expenses of defending legal proceedings.
The Company has paid insurance premiums in respect of Directors’ and Officers’ liability and legal expense insurance for Directors and Officers of the Company.
In accordance with s. 300(9) of the Corporations Act 2001 further details have not been disclosed due to confidentiality provisions contained in the insurance contract.
REMUNERATION REPORT
This report outlines the remuneration arrangements in place for Directors and Executives of CVC.
Remuneration philosophy
The performance of CVC depends upon its ability to attract and retain quality people. CVC is committed to developing a remuneration philosophy of paying sufficient competitive ‘base’ rewards to attract and retain high calibre management personnel and providing the opportunity to receive superior remuneration tied directly to the creation of value for shareholders.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive Director and executive remuneration is separate and distinct.
Non-executive Director’ remuneration is solely in the form of fees and has been set by shareholders at a maximum aggregate amount of $550,000, to be allocated amongst the Directors as they see fit. It has been set to balance the need to attract and retain Directors of the highest calibre at a cost that is acceptable to shareholders.
Key management personnel remuneration consists of: base salary, fees, superannuation contributions, short term performance bonuses and participation in the CVC Executive Long Term Incentive Plan.
The Company does not have a remuneration committee. The remuneration of the Chief Executive Officer is proposed by the Chairman and is determined following discussion with the non-executive Directors.
Short term performance bonuses permit CVC to reward individuals for superior personal performance or contribution towards components of CVC’s performance for which they have direct responsibility.
The objectives of the CVC Executive Long Term Incentive Plan are to directly align the opportunity to achieve superior employment rewards with the wealth generated for shareholders whilst providing a mechanism to retain key employees over the longer term. In general terms, under the plan:
-
key employees are invited by the Directors to acquire shares in the Company subject to certain conditions;
-
the conditions specify performance hurdles and time periods in which they are required to be achieved;
-
all shares issued under the plan to date cover a three year period and require that the total return to shareholders over the three year period exceeds the rate of growth over the same period for the S&P/ASX Small Ordinaries Accumulation Index;
-
shares are issued at market value and the Company provides a loan to the participant to cover the cost of the shares;
-
interest is charged on the loan equivalent to dividends paid on the shares;
-
the shares are restricted and cannot be dealt with by the participant during the period;
-
shares are forfeited and the loans are cancelled if the performance hurdles have not been met or the share price at the end of the period is below the issue price;
-
if shares are not forfeited, at the end of the period the participant is required to repay the loan, the restrictions on the shares are removed and the shares are taken out of the plan; and
-
a maximum of 10 million shares can be issued under the plan.
6
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
REMUNERATION REPORT (CONTINUTED)
Remuneration structure (Continued)
At the date of this report the following shares have been issued under the plan:
| Name | Number of | Loan | Provided | Interest | End of Period |
|---|---|---|---|---|---|
| Shares | Charged | ||||
| Opening | Closing | ||||
| Alexander Beard | 1,000,000 | $1,150,000 | $1,150,000 | $120,000 | 27thOctober 2007 |
| Elliott Kaplan | 1,000,000 | $1,150,000 | $1,150,000 | $120,000 | 27thOctober 2007 |
| Geoffrey Leaver | 500,000 | $575,000 | $575,000 | $60,000 | 27thOctober 2007 |
| Christian Jensen | 200,000 | $230,000 | $230,000 | $24,000 | 27thOctober 2007 |
| Gaibrielle Cleary | 200,000 | $262,000 | $262,000 | $24,000 | 22ndNovember 2008 |
| ──────── | ──────── | ──────── | ──────── | ||
| 2,900,000 | $3,367,000 | $3,367,000 | $348,000 | ||
| ════════ | ════════ | ════════ | ════════ |
Individual remuneration disclosures:
The only remuneration paid by the Company is Directors’ fees paid to Messrs Read and Riedl. All other remuneration disclosed relate to the consolidated group.
Remuneration of key management personnel/(audited):
The only key management personnel of the Company are the Directors.
Remuneration of Directors for the year ended 30 June 2007
| Primary | Post- | ||||||
|---|---|---|---|---|---|---|---|
| benefits | employ’t | ||||||
| Base Salary | Equity | ||||||
| and Fees | Super | Based | Other | Total | Base % | ||
| (b) | (c) | ||||||
| ADH Beard | 2007 | $201,835 | $18,165 | $37,918 | $1,939 | $259,857 | 85% |
| (Director) | 2006 | $183,653 | $16,529 | $25,556 | $9,948 | $235,686 | 89% |
| VR Gould (a) | |||||||
| (Chairperson and Non- | 2007 | $200,000 | - | - | - | $200,000 | 100% |
| Executive Director) | 2006 | $200,000 | - | - | - | $200,000 | 100% |
| JS Leaver (a) | 2007 | $200,000 | - | - | - | $200,000 | 100% |
| (Non-Executive Director) | 2006 | $200,000 | - | - | - | $200,000 | 100% |
| JD Read | 2007 | $25,000 | - | - | - | $25,000 | 100% |
| (Non-Executive Director) | 2006 | $25,000 | - | - | - | $25,000 | 100% |
| JT Riedl | 2007 | $25,000 | - | - | - | $25,000 | 100% |
| (Non-Executive Director) | 2006 | $25,000 | - | - | - | $25,000 | 100% |
| ────── | ────── | ────── | ────── | ────── | |||
| 2007 | $651,835 | $18,165 | $37,918 | $1,939 | $709,857 | ||
| ────── | ────── | ────── | ────── | ────── | |||
| 2006 | $633,653 | $16,529 | $25,556 | $9,948 | $685,686 | ||
| ────── | ────── | ────── | ────── | ────── |
Notes:
-
(a) CVC paid management fees of $200,000 (2006: $200,000) each to entities associated with Messrs Gould and Leaver that covers the cost of their services. (b) Shares and loans issued under the CVC Executive Long Term Incentive Plan have been valued as though they were options based on the following assumptions:
-
3 year life
-
Risk free interest rate of 6%
-
Volatility factor of 10%
-
A dividend yield of 3.5%
-
This gives a value per share granted of 11.5 cents. The figures above assume this cost is spread over thirty six months with twelve months being relevant to the current financial year.
-
(c) Base % reflects the amount of base level remuneration that is not dependent on individual or CVC performance.
7
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
During the year, CVC Managers Pty Limited paid $nil (2006: $8,500) to HLB Mann Judd (NSW Partnership) in respect of advice provided in relation to the capital raisings of CVC Sustainable Investments Limited. No other amounts were paid by CVC for nonaudit services to HLB Mann Judd (NSW Partnership) during the year.
AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF CVC LIMITED
A copy of the Independence Declaration given to the Directors by the lead auditor for the audit undertaken by HLB Mann Judd (NSW Partnership) is included on page 9.
This Directors’ Report is signed in accordance with a resolution of the Board of Directors.
Dated at Sydney 21 August 2007.
ALEXANDER BEARD Director
VANDA GOULD Director
8
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
AUDITOR’S INDEPENDENCE DECLARATION
FOR THE YEAR ENDED 30 JUNE 2007
To the Directors of CVC Limited:
As lead auditor for the audit of CVC Limited for the year ended 30 June 2007, I declare that, to the best of my knowledge and belief, there have been:
-
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
b) no contraventions of any applicable code of professional conduct in relation to the audit.
Dated at Sydney 21 August 2007.
M D Muller
Partner
HLB Mann Judd (NSW Partnership) Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation
9
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
INCOME STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2007
| Notes | Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $ | $ | $ | $ | ||
| INCOME | |||||
| Revenue from services | 1,880,163 | 5,015,778 | 85,000 | - | |
| Net gain on sale of equity investments | 14,733,314 | 16,762,359 | 9,976,303 | 3,542,470 | |
| Interest revenue | 7,126,143 | 5,176,410 | 6,741,062 | 5,645,259 | |
| Dividend revenue | 5,646,136 | 5,298,658 | 5,565,346 | 4,636,918 | |
| Recoveries of loans | 1,224,701 | 1,694,436 | 2,260,380 | 2,160,085 | |
| Other income | 680,733 | 331,846 | 146,281 | 63,399 | |
| ──────── | ──────── | ──────── | ──────── | ||
| Total income | 3 | 31,291,190 | 34,279,487 | 24,774,372 | 16,048,131 |
| ──────── | ──────── | ──────── | ──────── | ||
| Share of net profits of associates accounted for using the | |||||
| equity method | 13 | 10,982,860 | 764,955 | - | - |
| Share of net (loss)/profits of joint ventures accounted for | |||||
| using the equity method | 12 | (17,080) | 26,350 | (17,080) | 26,350 |
| EXPENSES | |||||
| Amortisation of intangibles | 117,000 | 117,000 | - | - | |
| Finance costs | 4 | 743,926 | 149,590 | 128,593 | 36,059 |
| Depreciation expense | 37,366 | 30,001 | - | - | |
| Employee expenses | 2,002,070 | 1,374,250 | 117,912 | 109,228 | |
| Management and consultancy fees | 1,619,776 | 1,052,261 | 3,968,777 | 2,938,221 | |
| Impairment expenses on loans | 432,706 | 730,899 | 1,489,233 | 671,181 | |
| Other expenses | 4 | 1,493,286 | 1,325,481 | 368,278 | 355,928 |
| ──────── | ──────── | ──────── | ──────── | ||
| Profit before related income tax expense | 35,810,840 | 30,291,310 | 18,684,499 | 11,963,864 | |
| Income tax expense | 5 | 4,999,242 | 6,986,199 | 5,598,683 | 6,317,319 |
| ──────── | ──────── | ──────── | ──────── | ||
| Net profit | 30,811,598 | 23,305,111 | 13,085,816 | 5,646,545 | |
| Net profit attributable to minority interest | 22 | 53,653 | 5 | - | - |
| ──────── | ──────── | ──────── | ──────── | ||
| Net profit attributable to members of the parent entity | 30,757,945 | 23,305,106 | 13,085,816 | 5,646,545 | |
| ════════ | ════════ | ════════ | ════════ | ||
| Basic earnings per share | 6 | 0.2387 | 0.1910 | ||
| ════════ | ════════ | ||||
| Diluted earnings per share | 6 | 0.2369 | 0.1902 | ||
| ════════ | ════════ |
The income statements are to be read in conjunction with the notes to the financial statements set out on pages 14 to 44.
10
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
BALANCE SHEETS AS AT 30 JUNE 2007
| Notes | Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $ | $ | $ | $ | ||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 24 | 115,008,945 | 24,194,797 | 114,422,371 | 23,594,683 |
| Trade and other receivables | 8 | 24,794,211 | 15,799,635 | 18,047,614 | 16,500,654 |
| Current tax assets | 5 | - | 304,864 | - | 304,864 |
| Other assets | 10 | 69,421 | 89,531 | 12,633 | 48,038 |
| ──────── | ──────── | ──────── | ──────── | ||
| Total current assets | 139,872,577 | 40,388,827 | 132,482,618 | 40,448,239 | |
| ──────── | ──────── | ──────── | ──────── | ||
| NON-CURRENT ASSETS | |||||
| Trade and other receivables | 8 | 4,069,502 | 5,422,656 | 15,639,869 | 6,580,250 |
| Financial assets – “available-for-sale” | 9 | 204,265,739 | 126,588,621 | 199,237,190 | 130,011,759 |
| Investments accounted for using the equity method | 11 | 41,512,461 | 11,157,964 | 34,829,906 | 6,905,656 |
| Property, plant and equipment | 14 | 45,621 | 19,424 | - | - |
| Investment properties | 15 | 2,799,197 | 2,818,637 | - | - |
| Intangible assets | 16 | 8,473,634 | 8,686,354 | - | - |
| Deferred tax assets | 5 | 3,218,075 | 1,039,109 | 1,577,817 | 722,542 |
| ──────── | ──────── | ──────── | ──────── | ||
| Total non-current assets | 264,384,229 | 155,732,765 | 251,284,782 | 144,220,207 | |
| ──────── | ──────── | ──────── | ──────── | ||
| TOTAL ASSETS | 404,256,806 | 196,121,592 | 383,767,400 | 184,668,446 | |
| ──────── | ──────── | ──────── | ──────── | ||
| CURRENT LIABILITIES | |||||
| Trade and other payables | 17 | 1,209,233 | 2,145,874 | 292,437 | 1,685,655 |
| Provisions | 18 | 187,623 | 323,985 | - | 163,950 |
| Current tax liabilities | 5 | 4,429,030 | 4,641,279 | 4,429,030 | 4,642,639 |
| ──────── | ──────── | ──────── | ──────── | ||
| Total current liabilities | 5,825,886 | 7,111,138 | 4,721,467 | 6,492,244 | |
| ──────── | ──────── | ──────── | ──────── | ||
| NON-CURRENT LIABILITIES | |||||
| Trade and other payables | 17 | - | - | 76,035,366 | 54,551,380 |
| Interest bearing loans and borrowings | 19 | 8,325,924 | 2,113,032 | 1,164,400 | - |
| Deferred tax liabilities | 5 | 44,940,051 | 19,491,298 | 40,153,383 | 17,347,941 |
| ──────── | ──────── | ──────── | ──────── | ||
| Total non-current liabilities | 53,265,975 | 21,604,330 | 117,353,149 | 71,899,321 | |
| ──────── | ──────── | ──────── | ──────── | ||
| TOTAL LIABILITIES | 59,091,861 | 28,715,468 | 122,074,616 | 78,391,565 | |
| ──────── | ──────── | ──────── | ──────── | ||
| NET ASSETS | 345,164,945 | 167,406,124 | 261,692,784 | 106,276,881 | |
| ════════ | ════════ | ════════ | ════════ | ||
| EQUITY | |||||
| Contributed equity | 20 | 145,370,769 | 38,633,426 | 145,370,769 | 38,633,426 |
| Retained profits | 21 | 113,202,090 | 98,077,668 | 24,382,046 | 26,929,753 |
| Other reserves | 23 | 86,494,859 | 30,694,856 | 91,939,969 | 40,713,702 |
| ──────── | ──────── | ──────── | ──────── | ||
| Total parent entity interest | 345,067,718 | 167,405,950 | 261,692,784 | 106,276,881 | |
| Minority interest | 22 | 97,227 | 174 | - | - |
| ──────── | ──────── | ──────── | ──────── | ||
| TOTAL EQUITY | 345,164,945 | 167,406,124 | 261,692,784 | 106,276,881 | |
| ════════ | ════════ | ════════ | ════════ |
The balance sheets are to be read in conjunction with the notes to the financial statements set out on pages 14 to 44.
11
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2007
| Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $ | $ | $ | $ | |
| Income and expenses recognised directly in equity | ||||
| “Available-for-sale” investments: | ||||
| - Increase in fair values recognised in other reserves | 82,812,566 | 22,251,917 | 76,272,614 | 21,008,645 |
| - Amounts transferred from other reserves to the income | ||||
| statement on sale | (3,260,679) | (7,712,384) | (3,260,679) | 227,192 |
| - Income tax on fair value movements taken to or from other | ||||
| reserves | (23,865,563) | (4,361,859) | (21,903,580) | (6,370,751) |
| Value of equity based remuneration recognised in other reserves | 117,912 | 109,228 | 117,912 | 109,228 |
| Value of associates equity based remuneration recognised in other | ||||
| reserves | (3,345) | - | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Net income reflected directly in equity | 55,800,891 | 10,286,902 | 51,226,267 | 14,974,314 |
| Profit for the year | 30,811,598 | 23,305,111 | 13,085,816 | 5,646,545 |
| ─────── | ─────── | ─────── | ─────── | |
| Total recognised income and expense for the year | 86,612,489 | 33,592,013 | 64,312,083 | 20,620,859 |
| ─────── | ─────── | ─────── | ─────── | |
| Attributable to: | ||||
| Shareholders | 86,557,948 | 33,592,008 | 64,312,083 | 20,620,859 |
| Minority interests | 54,541 | 5 | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| 86,612,489 | 33,592,013 | 64,312,083 | 20,620,859 | |
| ─────── | ─────── | ─────── | ─────── | |
| Transactions with shareholders in their capacity as shareholders | ||||
| Shares issued during the period: | ||||
| - share placement | 110,195,000 | - | 110,195,000 | - |
| - transaction cost of share placement net of tax | (2,768,650) | - | (2,768,650) | - |
| - through the dividend reinvestment plan | 703,705 | 1,575,503 | 703,705 | 1,575,503 |
| - under the executive and non-executive long term incentive plan | 3,000 | 1,000 | 3,000 | 1,000 |
| Payments for share buy-backs | (1,395,712) | (15,452,471) | (1,395,712) | (15,452,471) |
| Dividends paid to shareholders | (15,633,523) | (7,528,437) | (15,633,523) | (7,528,437) |
| ─────── | ─────── | ─────── | ─────── | |
| Total transactions with shareholders in their capacity as | ||||
| shareholders | 91,103,820 | (21,404,405) | 91,103,820 | (21,404,405) |
| ─────── | ─────── | ─────── | ─────── | |
| Other equity movements | ||||
| Increase in minority interest from sale of controlled entity | 42,512 | - | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Net increase in equity for the year | 177,758,821 | 12,187,608 | 155,415,903 | (783,546) |
| ═══════ | ═══════ | ═══════ | ═══════ | |
| Equity at the beginning of the year | 167,406,124 | 155,218,516 | 106,276,881 | 107,060,427 |
| ─────── | ─────── | ─────── | ─────── | |
| Equity at the end of the year | 345,164,945 | 167,406,124 | 261,692,784 | 106,276,881 |
| ═══════ | ═══════ | ═══════ | ═══════ |
The statements of changes in equity are to be read in conjunction with the notes to the financial statements as set out on pages 14 to 44.
12
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
CASH FLOW STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| Notes | Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $ | $ | $ | $ | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Cash receipts in the course of operations | 2,098,763 | 1,109,228 | 265,940 | 63,399 | |
| Cash payments in the course of operations | (6,007,522) | (2,982,360) | (5,714,037) | (2,361,099) | |
| Interest received | 3,385,478 | 2,273,750 | 3,662,504 | 2,217,681 | |
| Dividends received | 5,646,136 | 5,298,658 | 5,565,346 | 4,636,918 | |
| Interest paid | (158,848) | (136,558) | (97) | (36,059) | |
| Income taxes paid | (4,314,405) | (1,265,789) | (4,313,060) | (1,265,437) | |
| ─────── | ─────── | ─────── | ─────── | ||
| Net cash provided by/(used in) operating activities | 24 | 649,602 | 4,296,929 | (533,404) | 3,255,403 |
| ─────── | ─────── | ─────── | ─────── | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
| Payments for property, plant and equipment | (44,123) | (2,845,770) | - | - | |
| Payments for equity investments | (48,348,727) | (40,684,497) | (43,450,576) | (41,023,000) | |
| Proceeds on disposal of equity investments | 34,915,293 | 37,063,961 | 30,065,495 | 20,618,461 | |
| Payments for acquisition of controlled entities net of cash acquired | - | (191,440) | - | - | |
| Proceeds for sale of controlled entities | 200,000 | - | 200,000 | - | |
| Loans provided | (28,348,254) | (6,397,057) | (29,072,386) | (9,768,351) | |
| Loans repaid | 41,528,101 | 10,806,946 | 43,356,303 | 31,473,565 | |
| ─────── | ─────── | ─────── | ─────── | ||
| Net cash (used in)/provided by investing activities | (97,710) | (2,247,857) | 1,098,836 | 1,300,675 | |
| ─────── | ─────── | ─────── | ─────── | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Proceeds from borrowings | - | 2,100,000 | - | - | |
| Dividends paid to members of parent entity | (14,581,818) | (5,778,933) | (14,581,818) | (5,778,933) | |
| Shares bought-back on market | (1,395,712) | (15,452,472) | (1,395,712) | (15,452,472) | |
| Issue of shares | 110,195,000 | - | 110,195,000 | - | |
| Cost of share issue | (3,955,214) | - | (3,955,214) | - | |
| ─────── | ─────── | ─────── | ─────── | ||
| Net cash provided by/(used in) financing activities | 90,262,256 | (19,131,405) | 90,262,256 | (21,231,405) | |
| ─────── | ─────── | ─────── | ─────── | ||
| Net increase in cash held | 90,814,148 | (17,082,333) | 90,827,688 | (16,675,327) | |
| Cash at the beginning of the financial year | 24,194,797 | 41,277,130 | 23,594,683 | 40,270,010 | |
| ─────── | ─────── | ─────── | ─────── | ||
| CASH AT THE END OF THE FINANCIAL YEAR | 24 | 115,008,945 | 24,194,797 | 114,422,371 | 23,594,683 |
| ════════ | ════════ | ════════ | ════════ |
The cash flow statements are to be read in conjunction with the notes to the financial statements set out on pages 14 to 44.
13
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| Note 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. |
Contents |
|---|---|
| Statement of Accounting Policies Controlled Entities Income Profit Before Income Tax Expense Income Tax Earnings Per Share Dividends Trade and Other Receivables Financial Assets - “Available-for-Sale” Other Assets Investments Accounted for Using the Equity Method Interests in Joint Ventures Investments in Associated Entities Property, Plant and Equipment Investment Properties Intangible Assets Trade and Other Payables Provisions Interest Bearing Loans and Borrowings Contributed Equity Retained Profits Minority Interest Other Reserves Notes to the Cash Flow Statement Auditors’ Remuneration Commitments and Contingencies Operations by Segments Related Party Information Additional Financial Instruments Disclosure Employee Entitlements Events Subsequent to Year End |
14
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES
The significant policies which have been adopted in the preparation of this Financial Report are:
1.1 Basis of Preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards. The financial report has also been prepared on a historical cost basis, except for “available-for-sale” investments, which have been measured at fair value.
These accounting policies have been consistently applied by each entity in CVC and, except where a change in accounting policy is indicated, are consistent with those of the previous year. Management is required to make judgements, estimates and assumptions in relation to the carrying value of assets and liabilities, that have significant risk of material adjustments in the next year and these have been disclosed in the relevant notes to the financial statements.
1.2 Statement of Compliance
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). The financial report also complies with International Financial Reporting Standards (IFRS).
AASB 7 Financial Instruments: Disclosures and AASB 2005-10 Amendments to Australian Accounting Standards have recently been issued but are effective for reporting periods commencing after 1 January 2007 and have not been adopted for the annual reporting period ended 30 June 2007. Application of the standards will not affect any of the amounts recognised in the financial statements, but will impact the type of information disclosed in relation to the Group’s financial instruments.
1.3 Principles of Consolidation
Controlled entities
The consolidated financial statements comprise the financial statements of CVC Limited (the “Company”) and its subsidiaries during the year ended 30 June 2007 (“CVC”). The financial statements of controlled entities are included in the results only from the date control commences until the date control ceases and include those entities over which CVC has the power to govern the financial and operating policies so as to obtain benefits from their activities.
In preparing the consolidated financial statements, all inter company balances and transactions, income and expenses and profits and losses resulting from intra-group transactions have been eliminated in full and the reporting period and accounting policies of subsidiaries are consistent with those of the parent entity.
The acquisition of subsidiaries is accounted for using the purchase method of accounting which allocates the cost of the business combination to the fair value of the assets acquired and the liabilities assumed at the date of acquisition.
Minority interests not held by CVC are allocated their share of net profit after tax in the income statement and are presented within equity in the consolidated balance sheet, separately from parent shareholders’ equity.
Associates
Associates are those entities, other than partnerships, over which CVC exercises significant influence but not control. In the consolidated financial statements investments in associates are accounted for using equity accounting principles. Investments in associates are carried at the lower of the equity accounted amount and recoverable amount. CVC’s equity accounted share of the associates' net profit or loss is recognised in the consolidated income statement from the date significant influence commences until the date significant influence ceases. CVC’s equity accounted share of movements in retained profits from changes in accounting policies by associates is recognised directly in consolidated retained profits (note 21). CVC’s equity accounted share of other movements in reserves of associates is recognised directly in consolidated reserves.
15
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
1.3 Principles of Consolidation (Continued)
Joint ventures
CVC’s interests in joint venture partnerships are accounted for using equity accounting principles. Investments in joint venture partnerships are carried at the lower of the equity accounted amount and recoverable amount. CVC's equity accounted share of the joint venture partnerships’ net profit or loss is recognised in the consolidated income statement from the date joint control commences to the date joint control ceases. CVC’s share of other movements in reserves is recognised directly in consolidated reserves.
Transactions eliminated on consolidation
Gains and losses and inter-entity balances resulting from transactions with or between controlled entities are eliminated in full on consolidation. Gains resulting from transactions with associates are eliminated to the extent of CVC’s interest.
Goodwill
Goodwill is considered to have an indefinite life and represents the excess of the purchase consideration over the fair value of identifiable net assets acquired at the time of acquisition of a business or shares in a controlled entity. Following initial recognition goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised.
Goodwill has been determined as the savings arising from the purchase of the intra-group management agreements. Goodwill is reviewed annually for impairment or more frequently if events or changes in circumstance indicate that the carrying value may be impaired.
1.4 Impairment
Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Non-financial assets other than goodwill that suffered an impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed.
1.5 Investments
Controlled entities
Investments in controlled entities are carried in the Company's financial statements at the lower of cost and recoverable amount.
Associated companies
In the Company's financial statements investments in shares of associates are carried at the lower of cost and recoverable amount.
Joint ventures
The Company’s interests in joint venture partnerships are accounted for using equity accounting principles. Investments in joint venture partnerships are carried at the lower of the equity accounted amount and recoverable amount. The Company’s equity accounted share of the joint venture partnerships’ net profit or loss is recognised in the income statement from the date joint control commences to the date joint control ceases. The Company’s share of other movements in reserves is recognised directly in reserves.
Set-off of financial assets and liabilities
For investments with direct associated debt, the financial assets and liabilities are reflected on a net basis where this reflects a right, and an intention, to set-off the expected future cash flows from settling those assets and liabilities.
16
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
1.6 Income Tax and Other Taxes
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities on the current period’s taxable income at the tax rates enacted by the balance sheet date. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profits will be available against which deductible temporary differences and the carry-forward of unused tax credits can be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Tax consolidation legislation
The controlled entities of the Company implemented the tax consolidation legislation as at 30 June 2003. The entities in the consolidated group continue to account for their own current and deferred tax amounts. The Group has applied the “stand-alone taxpayer” approach in determining the appropriate amount of current taxes and deferred taxes to be allocated to members of the tax consolidated group. The Company recognises the current tax liabilities (or assets) and the deferred tax assets from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.
Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST), except:
-
when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense item as applicable; and
-
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.
Cash flows are included in the Cash Flow Statement on a gross basis and the GST component 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.
1.7 Cash and Cash Equivalents
For the cash flow statement, cash includes cash on hand and short-term deposits with an original maturity of three months or less.
1.8 Trade and Other Payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.
17
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
1.9 Trade and Other Receivables
Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.
An allowance for doubtful debts is made when there is objective evidence that CVC will not be able to collect the debts. Bad debts are written off when identified.
1.10 Property, Plant and Equipment
Acquisition
Items of property, plant and equipment are recorded at cost and depreciated as outlined below.
Investment property
Investment property is initially measured at cost, including transaction costs and depreciated as outlined below.
Leased plant and equipment
Lease of plant and equipment under which the Company or its controlled entities assume substantially all the risks and benefits of ownership are classified as finance leases. Other leases are classified as operating leases.
Finance leases are capitalised. A lease asset and a liability equal to the present value of the minimum lease payments are recorded at the inception of the lease. Lease liabilities are reduced by repayments of principal. The interest components of the lease payments are charged to the income statement. Contingent rentals are expensed as incurred.
Payments made under operating leases are charged against profits in equal instalments over the accounting periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property.
Depreciation and amortisation
Property, plant and equipment are depreciated/amortised using the straight line and diminishing value methods over the estimated useful lives, with the exception of finance lease assets. Finance lease assets are amortised over the term of the relevant lease, or where it is likely CVC will obtain ownership of the asset, the life of the asset. Depreciation and amortisation rates and methods are reviewed annually for appropriateness. When changes are made, adjustments are reflected prospectively in current and future periods only.
The current depreciation rates for each class of assets are as follows:
Plant and equipment 5% to 50% Leased assets 15% to 25% Buildings 2.5%
The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amounts being estimated when events or changes in circumstances indicate that the carrying value may be impaired.
18
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
1.11 Investments and Other Financial Assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, “held-to-maturity” investments, or “available-for-sale” investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, transaction costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end.
All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the marketplace.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.
“Available-for-sale” investments
“Available-for-sale” investments are those non-derivative financial assets that are designated as “available-for-sale” or are not classified as any of the three preceding categories. After initial recognition “available-for-sale” investments are measured at fair value with gains or losses being recognised as separate components of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss.
The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the balance sheet date. For investments with no active market, fair value is determined using valuation techniques. Such techniques include using recent arm’s length market transactions; reference to the current market value of another instrument that is substantially the same and discounted cash flow analysis.
All other non-current investments are carried at the lower of cost and recoverable amount.
1.12 Intangible Assets other than Goodwill
Intangible assets are initially recorded at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.
Intangible assets in relation to intra-group management agreements are eliminated on consolidation thereby increasing the amount of goodwill arising.
Intangible assets are amortised on a straight line basis over the period during which benefits are expected to be received. The period in use of the management agreements during the year was 10 years.
1.13 Interest-Bearing Loans and Borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
19
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
1.14 Revenue and Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Interest income
Revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Sale of non-current assets
The gain or loss on sale of non-current asset sales is included as income at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed.
The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal and in the case of “available-for-sale” assets will include any amount attributable to the asset which is included in reserves.
Where an equity investment in a controlled entity is reduced and the entity ceases to be controlled, revenue from either the sale of goods or services from that investment ceases to be included in the income statement. If the equity investment continues to be held as an “available-for-sale” asset, changes in its fair value will be recognised directly in equity. This may impact the ability to directly compare financial information.
Provision of services
Revenue from the provision of services represents management fees charged to associated entities and is recognised when the terms or the agreement are satisfied.
Where a financial asset has been issued in exchange for services, the market value of that asset is included as income at the date an unconditional contract is signed.
Dividends
Revenue from dividends and other distributions from controlled entities are recognised by the parent entity when they are declared by the controlled entities.
Revenue from dividends from associates is recognised by the Company when dividends are received.
Revenue from dividends from other investments is recognised when received.
Dividends received out of pre-acquisition reserves are eliminated against the carrying amount of the investment and not recognised in revenue.
20
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
1.15 Employee Entitlements
Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled.
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date.
Share based payment transactions
The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted, and amortised over the term of the plan.
1.16 Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Shares issued under the CVC Executive Long Term Incentive Plan are treated as an option grant. The Black Scholes model is applied to calculate any equity based compensation amount arising from the assessed value of the shares issued exceeding the amount which the employee is required to pay for those shares. Such amounts are amortised over the relevant period during which the shares become available on an unrestricted basis. An increase in the value of contributed equity is also only recognised at the end of the period when the shares become available on an unrestricted basis.
1.17 Earnings Per Share
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.
1.18 Comparative Figures
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.
1.19 Segment Reporting
A business segment is a distinguishable component of the entity that is engaged in providing differentiated products or services.
21
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 2: CONTROLLED ENTITIES
2.1 Composition of Consolidated Group
The consolidated financial statements include the following controlled entities. The financial years of all controlled entities are the same as that of the parent entity. All companies are incorporated in Australia.
| me as that of the parent entity. All companies are incorporated in Australia. | me as that of the parent entity. All companies are incorporated in Australia. | me as that of the parent entity. All companies are incorporated in Australia. |
|---|---|---|
| Interest Held by Consolidated Entity | ||
| 2007 | 2006 | |
| % | % | |
| CVC Limited | ||
| Direct Controlled Entities: | ||
| Biomedical Systems Pty Limited | 100 | 100 |
| CVC Fairfield Pty Limited | 100 | 100 |
| CVC Finance Company Pty Limited | 100 | - |
| CVC Investment Managers Pty Limited (formerly Kingarrow Pty Limited) | 100 | 100 |
| CVC Leasing Pty Limited | 100 | 100 |
| CVC Managers Pty Limited | 100 | 100 |
| CVC Mezzanine Finance Pty Limited | 100 | 100 |
| CVC Narabang Pty Limited | 95 | - |
| CVC (Newcastle) Pty Limited | 100 | 100 |
| CVC Trinity Property Managers Limited (formerly CVC Property Managers Limited)* | 50 | 100 |
| CVC Technologies Pty Limited | 100 | 100 |
| Energy Technology Holding Pty Limited | 100 | 100 |
| Laserex Pty Limited | 100 | 100 |
| Renewable Energy Managers Pty Limited | 100 | 100 |
| Stinoc Pty Limited | 99 | 99 |
| Skyline Investments Australia Pty Limited | 100 | 100 |
| The Eco Fund Pty Limited | 100 | 100 |
| Controlled Entities owned 100% by Laserex Pty Limited | ||
| CVC Communication and Technology Pty Ltd | 100 | 100 |
| Controlled Entities owned 100% by CVC Managers Pty Limited | ||
| CVC Capital Markets Pty Ltd | 100 | - |
- CVC Trinity Property Managers Limited is considered to be controlled by CVC Limited as 50% of the ordinary shares and the appointment of the Chairman of the company is controlled by CVC Limited.
2.2 Acquisition and Disposals of Controlled Entities – CVC Trinity Property Managers Limited (formerly CVC Property Managers Limited)
On 1 June 2007 CVC sold 50% of CVC Trinity Property Managers Limited comprising of 4,533,436 shares in the Company for a consideration of $200,000. A summary of the sale is as follows:
| $ | |
|---|---|
| 50% of the assets and liabilities of CVC Trinity Property | |
| Managers Limited at Sale: | |
| Cash assets | 13,926 |
| Tangible assets | 75,670 |
| Intangible assets | 95,720 |
| Payables | (25,039) |
| Deferred tax liabilities | (22,045) |
| ──────── | |
| 138,232 | |
| Profit on disposal | 61,768 |
| ──────── | |
| 200,000 | |
| ════════ |
For the period from disposal to the end of the financial year, CVC Trinity Property Managers Limited recorded revenues of $162,712 and profit before tax and amortisation of intangibles of $151,153.
22
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED
| Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $ | $ | $ | $ | |
| NOTE 3: INCOME |
||||
| Revenue from services | 1,880,163 | 5,015,778 | 85,000 | - |
| Net gain on sales of equity investments | 14,733,314 | 16,762,359 | 9,976,303 | 3,542,470 |
| Interest: | ||||
| Controlled entities | - | - | 329,656 | 548,697 |
| Related parties | 1,171,168 | 669,641 | 1,171,168 | 669,641 |
| Other parties | 5,954,975 | 4,506,769 | 5,240,238 | 4,426,921 |
| Dividends | ||||
| Related parties | 14,550 | - | 185,694 | 86,780 |
| Other parties | 5,631,586 | 5,298,658 | 5,379,652 | 4,550,138 |
| Impairment recoveries | 1,224,701 | 1,694,436 | 2,260,380 | 2,160,085 |
| Other revenue | 680,733 | 331,846 | 146,281 | 63,399 |
| ─────── | ─────── | ─────── | ─────── | |
| Total income | 31,291,190 | 34,279,487 | 24,774,372 | 16,048,131 |
| ════════ | ════════ | ════════ | ════════ | |
| NOTE 4: PROFIT BEFORE INCOME TAX EXPENSE |
||||
| Profit before income tax expense has been arrived at after charging | the following items: | |||
| Borrowing costs: | ||||
| Related parties | 585,078 | - | 128,496 | - |
| Other parties | 158,848 | 149,590 | 97 | 36,059 |
| ─────── | ─────── | ─────── | ─────── | |
| Total borrowing costs | 743,926 | 149,590 | 128,593 | 36,059 |
| ════════ | ════════ | ════════ | ════════ | |
| Other expenses: | ||||
| Audit fees | 90,000 | 113,927 | 77,500 | 75,500 |
| Directors fees | 74,000 | 62,002 | 50,000 | 50,000 |
| Insurance | 115,638 | 95,969 | 25,926 | 26,971 |
| Legal costs | 69,339 | 49,976 | 53,031 | 61,643 |
| Operating lease rental expense | 377,604 | 358,781 | - | - |
| Travel and accommodation | 144,516 | 80,642 | - | - |
| All other expenses | 622,189 | 564,184 | 161,821 | 141,814 |
| ─────── | ─────── | ─────── | ─────── | |
| Total other expenses | 1,493,286 | 1,325,481 | 368,278 | 355,928 |
| ════════ | ════════ | ════════ | ════════ |
23
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
| Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $ | $ | $ | $ | |
| NOTE 5: INCOME TAX |
||||
| 5.1 Income Tax Expense: |
||||
| Accounting profit before income tax | 35,810,840 | 30,291,310 | 18,684,499 | 11,963,864 |
| ─────── | ─────── | ─────── | ─────── | |
| Income tax expense at the statutory income tax rate of 30% | 10,743,252 | 9,087,393 | 5,605,350 | 3,589,159 |
| Increase in income tax expense due to: | ||||
| Prima facie income tax on profit from subsidiaries within tax | ||||
| consolidation group | - | - | 1,605,720 | 4,582,978 |
| Sundry items | 48,313 | 21,504 | 48,232 | 48,694 |
| Decrease in income tax expense due to: | ||||
| Equity income not assessable | (3,210,111) | - | - | - |
| Franked dividends received | (1,546,219) | (1,565,087) | (1,546,219) | (1,565,087) |
| Recovery of tax losses not previously recognised | (947,627) | (4,982) | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| 5,087,608 | 7,538,828 | 5,713,083 | 6,655,744 | |
| Adjustments in respect of current income tax of previous years | (88,366) | (552,629) | (114,400) | (338,425) |
| ─────── | ─────── | ─────── | ─────── | |
| Income tax expense | 4,999,242 | 6,986,199 | 5,598,683 | 6,317,319 |
| ════════ | ════════ | ════════ | ════════ | |
| The major components of income tax expense are: | ||||
| Current income tax charge | 4,452,645 | 4,963,993 | 4,452,645 | 4,963,993 |
| Deferred income tax | 634,963 | 2,574,835 | 1,260,438 | 1,691,751 |
| Adjustments in respect of current income tax of | ||||
| previous years | (88,366) | (552,629) | (114,400) | (338,425) |
| ─────── | ─────── | ─────── | ─────── | |
| Income tax expense reported in the income statement | 4,999,242 | 6,986,199 | 5,598,683 | 6,317,319 |
| ════════ | ════════ | ════════ | ════════ | |
| 5.2 Current Tax Assets: |
||||
| Income tax instalments refundable | ||||
| Balance at the end of the year | - | 304,864 | - | 304,864 |
| ════════ | ════════ | ════════ | ════════ | |
| 5.3 Current Tax Liabilities: |
||||
| Income tax payable: | ||||
| Balance at the end of the year | 4,429,030 | 4,641,279 | 4,429,030 | 4,642,639 |
| ════════ | ════════ | ════════ | ════════ |
24
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 5: INCOME TAX (CONTINUED)
5.4 Deferred Tax Assets:
Deferred income tax at 30 June related to the following deferred tax assets:
| Consolidated | The Company | |||||
|---|---|---|---|---|---|---|
| Included in | Included in | Included in | Included in | |||
| Income | Equity | Total | Income | Equity | Total | |
| $ | $ | $ | $ | $ | $ | |
| Year ended 30 June 2007 | ||||||
| Provisions and accrued expenses | 368,134 | - | 368,134 | 342,487 | - | 342,487 |
| Loan impairment | 404,882 | - | 404,882 | 151,422 | - | 151,422 |
| Share raising costs | (439,273) | 1,523,165 | 1,083,892 | (439,273) | 1,523,165 | 1,083,892 |
| Other | 439,961 | - | 439,961 | 16 | - | 16 |
| Tax losses | 921,206 | - | 921,206 | - | - | - |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | |
| 1,694,910 | 1,523,165 | 3,218,075 | 54,652 | 1,523,165 | 1,577,817 | |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | |
| Year ended 30 June 2006 | ||||||
| Provisions and accrued expenses | 153,428 | - | 153,428 | 90,321 | - | 90,321 |
| Loan impairment | 683,721 | - | 683,721 | 430,261 | - | 430,261 |
| Share raising costs | (134,640) | 336,600 | 201,960 | (134,640) | 336,600 | 201,960 |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | |
| 702,509 | 336,600 | 1,039,109 | 385,942 | 336,600 | 722,542 | |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | |
| 5 Deferred Tax Liabilities |
||||||
| eferred income tax at 30 June related | to the following deferred tax | liabilities: | ||||
| Year ended 30 June 2007 | ||||||
| “Available-for-sale” investments | - | 37,027,517 | 37,027,517 | - | 39,653,820 | 39,653,820 |
| Receivables | 1,395,360 | - | 1,395,360 | 393,288 | - | 393,288 |
| Equity accounted income | 6,050,654 | - | 6,050,654 | - | - | - |
| Property, plant and equipment | 4,136 | - | 4,136 | - | - | - |
| Intangible assets | 254,475 | - | 254,475 | - | - | - |
| Other | 207,909 | - | 207,909 | 106,275 | - | 106,275 |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | |
| 7,912,534 | 37,027,517 | 44,940,051 | 499,563 | 39,653,820 | 40,153,383 | |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | |
| Year ended 30 June 2006 | ||||||
| “Available-for-sale” investments | - | 12,990,476 | 12,990,476 | - | 17,117,862 | 17,117,862 |
| Receivables | 1,137,545 | - | 1,137,545 | 230,079 | - | 230,079 |
| Equity accounted income | 5,038,527 | - | 5,038,527 | - | - | - |
| Property, plant and equipment | 4,136 | - | 4,136 | - | - | - |
| Intangible assets | 289,575 | - | 289,575 | - | - | - |
| Other | 31,039 | - | 31,039 | - | - | - |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | |
| 6,500,822 | 12,990,476 | 19,491,298 | 230,079 | 17,117,862 | 17,347,941 | |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ |
5.5 Deferred Tax Liabilities
Deferred income tax at 30 June related to the following deferred tax liabilities:
5.6 Tax Consolidation
The controlled entities of the Company implemented the tax consolidation legislation as at 30 June 2003. Members of the group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities to subsidiaries in the event the tax liability is not paid.
The entities in the consolidated group continue to account for their own current and deferred tax amounts. The members of the tax consolidated group has applied the “stand-alone taxpayer” approach in determining the appropriate amount of current taxes and deferred taxes to be allocated to members of the tax consolidated group.
25
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 5: INCOME TAX (CONTINUED)
5.6 Tax Consolidation (Continued)
In addition to its own current and deferred tax amounts, the Company recognises the current tax liabilities (or assets) and the deferred tax assets from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.
Members of the tax consolidated group have entered into a tax funding agreement. Under the funding agreement the allocation of tax within the group is calculated as if each entity was an individual entity for tax purposes. Unless agreed between the members the tax funding agreement requires payment as a result of the transfer of tax amounts.
NOTE 6: EARNINGS PER SHARE
| NOTE 6: EARNINGS PER SHARE |
||
|---|---|---|
| Consolidated | ||
| 2007 | 2006 | |
| $ | $ | |
| Basic earnings per share (dollars per share) | 0.2387 | 0.1910 |
| ─────── | ─────── | |
| Diluted earnings per share (dollars per share) | 0.2369 | 0.1902 |
| ─────── | ─────── | |
| Reconciliation of earnings used in the calculation of earnings per share: | ||
| Profit after income tax | 30,811,598 | 23,305,111 |
| Less: minority interests | (53,653) | (5) |
| ─────── | ─────── | |
| Earnings | 30,757,945 | 23,305,106 |
| ════════ | ════════ | |
| Number of Shares | ||
| Weighted average number of ordinary shares* – Basic | 128,873,792 | 122,008,195 |
| Weighted average number of ordinary shares* - Diluted | 129,851,358 | 122,534,893 |
| Number of shares on issue at the end of the year | 171,713,710 | 117,185,681 |
| ════════ | ════════ |
- The difference between Basic and Diluted shares on issue represents the CVC Executive Long Term Incentive Plan shares on issue which are treated as an option grant.
NOTE 7:
DIVIDENDS
Dividends proposed or paid and not provided for in previous years by the Company are: Declared during the financial period and included within the balance sheet:
| Cents | Total | Date of | Tax rate for | Percentage | ||
|---|---|---|---|---|---|---|
| Per Share | $ | Payment | Franking Credit | Franked | ||
| 2006 | Final on ordinary shares | 3.00 | 3,491,821 | 26 September 2006 | 30% | 100% |
| 2007 | Interim on ordinary shares | 6.00 | 6,989,050 | 22 February 2007 | 30% | 100% |
| 2007 | Interim on ordinary shares | 3.00 | 5,152,652 | 13 April 2007 | 30% | 100% |
Declared after the end of the financial period and not included in the balance sheet:
A final dividend for 2007 of 6 cents per share to be paid on 9 November 2007 was declared on 21 August 2007.
| The Company | The Company | |
|---|---|---|
| 2007 | 2006 | |
| $ | $ | |
| Dividend franking account | ||
| Franking credits available to shareholders for subsequent financial years | 7,337,419 | 3,222,288 |
| ════════ | ════════ |
The franking account is stated on a tax paid basis. The balance comprises the franking account at year-end adjusted for:
(a) franking credits that will arise from the payment of the amount of the provision for income tax
(b) franking debits that will arise from the payment of dividends recognised as a liability at year-end
(c) 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.
26
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
| Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $ | $ | $ | $ | |
| NOTE 8: TRADE AND OTHER RECEIVABLES |
||||
| Current | ||||
| Trade and other receivables | 2,160,833 | 648,235 | 1,605,414 | 587,691 |
| Loans to other corporations | 16,450,412 | 11,735,465 | 5,820,709 | 11,361,301 |
| Loans to controlled entities | - | - | 4,438,525 | 4,551,662 |
| Loans to related entities | 6,182,966 | 3,415,935 | 6,182,966 | - |
| ─────── | ─────── | ─────── | ─────── | |
| 24,794,211 | 15,799,635 | 18,047,614 | 16,500,654 | |
| ════════ | ════════ | ════════ | ════════ | |
| Non-current | ||||
| Loans to other corporations | 30,000 | 2,559,452 | 30,000 | 2,559,452 |
| Loans to controlled entities | - | - | 12,470,367 | 1,157,594 |
| Loans to Director related entities | 2,006,859 | 1,848,688 | 2,006,859 | 1,848,688 |
| Loans to related entities | 1,132,643 | 1,014,516 | 1,132,643 | 1,014,516 |
| Retention receivable | 900,000 | - | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| 4,069,502 | 5,422,656 | 15,639,869 | 6,580,250 | |
| ════════ | ════════ | ════════ | ════════ |
Further details of loans are set out in Note 29.
NOTE 9: FINANCIAL ASSETS – “AVAILABLE-FOR-SALE”
| Non-current | ||||
|---|---|---|---|---|
| Unlisted controlled entities – at cost | - | - | 9,323,245 | 9,413,943 |
| Shares in listed corporations – at market value* | 193,393,734 | 110,764,571 | 180,093,712 | 106,539,825 |
| Other investments - at cost | 10,872,005 | 12,222,396 | 9,820,233 | 10,456,337 |
| Other investments - at fair value | - | 3,601,654 | - | 3,601,654 |
| ─────── | ─────── | ─────── | ─────── | |
| 204,265,739 | 126,588,621 | 199,237,190 | 130,011,759 | |
| ════════ | ════════ | ════════ | ════════ |
- Of the above investments Pro-Pac Packaging Limited is the only investment where greater than 20% interest is held which is not accounted for in accordance with AASB 128 Investment in Associates. CVC has a 20.5% interest recorded at a market value of $3,076,445 (2006: $2,142,802) and following the approval of the share placement at the meeting of shareholders on 14 August 2007 it is expected that CVC’s shareholding will be diluted below 20%.
NOTE 10: OTHER ASSETS
| Current | ||||
|---|---|---|---|---|
| Prepayments and deposits | 57,658 | 44,972 | 12,633 | 12,011 |
| Goods and services tax | 11,763 | 44,559 | - | 36,027 |
| ─────── | ─────── | ─────── | ─────── | |
| 69,421 | 89,531 | 12,633 | 48,038 | |
| ════════ | ════════ | ════════ | ════════ |
27
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
| Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $ | $ | $ | $ | |
| NOTE 11: INVESTMENTS ACCOUNTED FOR USING THE |
EQUITY METHOD | |||
| Non-current | ||||
| Equity accounted interests in joint ventures (Note 12) | 98,480 | 115,560 | 98,480 | 115,560 |
| Equity accounted shares in listed associated companies (Note 13) | 15,610,305 |
516,386 | 11,758,640 | 516,750 |
| Equity accounted shares in other associated companies (Note 13) | 25,803,676 |
10,526,018 | 22,972,786 | 6,273,346 |
| ─────── | ─────── | ─────── | ─────── | |
| 41,512,461 | 11,157,964 | 34,829,906 | 6,905,656 | |
| ════════ | ════════ | ════════ | ════════ | |
| NOTE 12: INTERESTS IN JOINT VENTURES |
||||
| Joint Venture Partnerships | ||||
| Interests in joint venture partnerships | 98,480 | 115,560 | 98,480 | 115,560 |
| ════════ | ════════ | ════════ | ════════ |
The Company and CVC hold 50% interests (2006: 50%) in two joint venture partnerships: Chevron Developments and Skyline Investments Australia.
The principal activities of the joint ventures are property ownership, operation and finance.
Movements in interests in joint venture partnerships are as follows:
| At beginning of the year | 115,560 | 89,210 | 115,560 | 89,210 |
|---|---|---|---|---|
| Share of (loss)/profit for the year | (17,080) | 26,350 | (17,080) | 26,350 |
| ─────── | ─────── | ─────── | ─────── | |
| Balance at the end of the year | 98,480 | 115,560 | 98,480 | 115,560 |
| ═══════ | ═══════ | ═══════ | ═══════ | |
| The interests in joint venture partnerships at the end of the financial year are split as follows: | ||||
| Current assets | 98,480 | 115,830 | 98,480 | 115,830 |
| Current liabilities | - | (270) | - | (270) |
| ─────── | ─────── | ─────── | ─────── | |
| Net assets | 98,480 | 115,560 | 98,480 | 115,560 |
| ═══════ | ═══════ | ═══════ | ═══════ | |
| Retained profits | 98,480 | 115,560 | 98,480 | 115,560 |
| ═══════ | ═══════ | ═══════ | ═══════ | |
| The share of the profit for the year from interests in | joint venture partnerships is split as follows: | |||
| Income | 16,330 | 42,137 | 16,330 | 42,137 |
| Expenses | (33,410) | (15,787) | (33,410) | (15,787) |
| ─────── | ─────── | ─────── | ─────── | |
| Operating profit | (17,080) | 26,350 | (17,080) | 26,350 |
| ═══════ | ═══════ | ═══════ | ═══════ |
28
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 13: INVESTMENTS IN ASSOCIATED ENTITIES
Details of material interests in associated entities are as follows:
| Ownership | Ownership | Interest | Investment Carrying Amount | Investment Carrying Amount | Dividends Received/Receivable | Dividends Received/Receivable | Dividends Received/Receivable | Dividends Received/Receivable | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Type | Consolidated | The Company | Consolidated | The Company | Consolidated | The Company | |||||||
| 2007 | 2006 | 2007 | 2006 | 2007 | 2006 |
2007 | 2006 | 2007 | 2006 | 2007 | 2006 | ||
| % | % | % | % | $ | $ |
$ | $ | $ | $ | $ | $ | ||
| CVC Private Equity Limited | Ords | 33.7 | 28.5 | 33.7 | 28.5 | 7,026,592 | 4,729,024 |
6,042,279 | 4,698,346 | 171,144 | 86,780 | 171,144 | 86,780 |
| CVC Reef Investment Managers Limited | Ords | 50.0 | 50.0 | - | - | - | 32,048 |
- | - | - | - | - | - |
| Lauden CVC Property Trust | Units | - | 45.0 | - | - | - | 3,604,087 |
- | - | - | - | - | - |
| Ron Finemore Transport Pty Limited | Ords | 25.0 | 25.0 | 25.0 | 25.0 | 794,401 | 508,061 |
818,473 | 1,575,000 | - | - | - | - |
| CVC Trinity Property Fund | Ord Units | 37.4 | 19.5 | 37.4 | 19.5 | 5,744,191 | 516,386 |
471,817 | 516,750 | - | - | - | - |
| Winten (No.20) Pty Limited | Ords | 50.0 | 50.0 | - | - | - | 1,652,798 |
- | - | - | - | - | - |
| Cellnet Group Limited | Ords | 22.9 | 19.28 | 22.9 | 19.3 | 9,866,114 | - |
11,286,823 | - | - | - | - | - |
| Mercury Mobility Limited | Ords | 22.9 | - | 22.9 | - | 3,345,152 | - |
3,656,979 | - | - | - | - | - |
| GPG (No.7) Pty Limited | Ords | 27.5 | - | 27.5 | - | 14,637,531 | - |
12,455,055 | - | - | - | - | - |
| ────── | ────── | ────── | ────── | ────── | ────── | ────── | ────── | ||||||
| 41,413,981 | 11,042,404 |
34,731,426 | 6,790,096 | 171,144 | 86,780 | 171,144 | 86,780 | ||||||
| ══════ | ══════ | ══════ | ══════ | ══════ | ══════ | ══════ | ══════ |
29
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 13: INVESTMENTS IN ASSOCIATED ENTITIES (CONTINUED)
Information on associated entities:
-
CVC Private Equity Limited - CVC Private Equity Limited is a private equity investment company. CVC Reef Investment Managers Pty Limited - CVC Reef Investment Managers Pty Limited was acquired as part of the acquisition of CVC Managers Pty Limited. It is the investment manager for the CVC REEF Limited renewable energy investment company.
-
Lauden CVC Property Trust - Lauden CVC Property Trust owned a property at Belrose, NSW which was sold to CVC Trinity Property Fund.
-
Ron Finemore Transport Pty Limited - Ron Finemore Transport Pty Limited is a regional road transport and logistics group.
-
Winten (No.20) Pty Limited - Winten (No.20) Pty Limited was developing a residential site at Fern Bay, NSW until a development agreement was signed with ASX listed Aspen Group to develop the site.
-
CVC Trinity Property Fund - CVC Trinity Property Fund (formerly Taragon Property Fund) holds property investments in Australia. CVC Trinity Property Managers Limited (formerly CVC Property Managers Limited) which is 50% owned by CVC Limited is the Responsible Entity and investment manager of the fund.
-
Cellnet Group Limited - Cellnet Group Limited is a distributor of mobile and IT technology to the reseller community in both Australia and New Zealand.
-
Mercury Mobility Limited - Mercury Mobility Limited is a mobile phone personalisation, entertainment and technology company, providing content to end users through relationships with leading telecommunications carriers and content providers.
-
GPG (No. 7) Pty Limited - GPG (No. 7) Pty Limited purchased the manufacturing operations of the blended foods, cereals and snacks foods division of the previously ASX listed Greens Foods Limited.
The balance date of all the associated entities is 30 June 2007 and all were incorporated in Australia.
30
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 13: INVESTMENTS IN ASSOCIATED ENTITIES (CONTINUED)
Reconciliations:
Movements in the carrying amount of the investments in associated entities under the equity accounting method are as follows:
| CVC | CVC Reef | Lauden | Ron | CVC | GPG | Cellnet | Mercury | Winten | Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Private | Inv. | CVC | Finemore | Trinity | (No. 7) | Group | Mobility | (No. 20) | ||
| Equity | Managers | Property | Transport | Property | Limited | Limited | ||||
| Trust | Fund | |||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |
| Year ended 30 June 2007 | ||||||||||
| Balance at the start of year | 4,729,024 | 32,048 | 3,604,087 | 508,061 | 516,386 | - | - | - | 1,652,798 | 11,042,404 |
| New interests acquired | 1,144,414 | - | - | 300,000 | 5,805,431 | 12,455,055 | 1,961,495 | 3,656,979 | - | 25,323,374 |
| Elimination of disposal profit from associated | ||||||||||
| company | - | - | - | - | (587,325) | - | - | - | - | (587,325) |
| Share of associates profits/(losses) before tax | 155,074 | (32,048) | 22,636 | (13,660) | 9,699 | 2,051,260 | (267,719) | (311,827) | 9,047,571 | 10,660,986 |
| Share of associates tax (expenses)/benefit | 173,273 | - | - | - | - | 131,216 | 17,385 | - | - | 321,874 |
| Share of associates reserves | 995,951 | - | - | - | - | - | - | - | - | 995,951 |
| Dividends received during the year | (171,144) | - | - | - | - | - | - | - | - | (171,144) |
| Interests disposed during the year | - | - | (3,626,723) | - | - | - | (3,656,979) | - | - | (7,283,702) |
| Reclassification of investments | - | - | - | - | - | - | 11,811,932 | - | (10,700,369) | 1,111,563 |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | |
| Balance at the end of the year | 7,026,592 | - | - | 794,401 | 5,744,191 | 14,637,531 | 9,866,114 | 3,345,152 | - | 41,413,981 |
| ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | |
| Year ended 30 June 2006 | ||||||||||
| Balance at the start of year | 3,649,287 | 89,059 | 3,735,725 | 1,327,426 | - | - | - | - | 563,514 | 9,365,011 |
| New interests acquired | 690,207 | - | 69,300 | - | 516,750 | - | - | - | - | 1,276,257 |
| Share of associates profits/(losses) before tax | 553,107 | (44,691) | 1,562 | (819,365) | (364) | - | - | - | 1,089,284 | 779,533 |
| Share of associates tax (expenses)/benefit | (2,258) | (12,320) | - | - | - | - | - | - | - | (14,578) |
| Share of associates reserves | (74,539) | - | - | - | - | - | - | - | - | (74,539) |
| Dividends received during the year | (86,780) | - | - | - | - | - | - | - | - | (86,780) |
| Interests disposed during the year | - | - | (202,500) | - | - | - | - | - | - | (202,500) |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | |
| Balance at the end of the year | 4,729,024 | 32,048 | 3,604,087 | 508,061 | 516,386 | - | - | - | 1,652,798 | 11,042,404 |
| ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ |
31
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
| Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $ | $ | $ | $ | |
| NOTE 14: PROPERTY, PLANT AND EQUIPMENT |
||||
| Plant and equipment | ||||
| At cost | 238,248 | 194,125 | - | - |
| Accumulated depreciation | (192,627) | (174,701) | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Total property, plant and equipment | 45,621 | 19,424 | - | - |
| ═══════ | ═══════ | ═══════ | ═══════ | |
| Reconciliation | ||||
| Carrying amount at the beginning of the year | 19,424 | 22,292 | - | - |
| Additions | 44,123 | 11,776 | - | - |
| Depreciation | (17,926) | (14,644) | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Carrying amount at the end of the year | 45,621 | 19,424 | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| NOTE 15: INVESTMENT PROPERTIES |
||||
| Investment properties | ||||
| At cost | 2,833,994 | 2,833,994 | - | - |
| Accumulated depreciation | (34,797) | (15,357) | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Total investment properties | 2,799,197 | 2,818,637 | - | - |
| ═══════ | ═══════ | ═══════ | ═══════ | |
| Reconciliation | ||||
| Carrying amount at the beginning of year | 2,818,637 | - | ||
| Additions | - | 2,833,994 | - | - |
| Depreciation | (19,440) | (15,357) | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Carrying amount at the end of year | 2,799,197 | 2,818,637 | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| NOTE 16: INTANGIBLE ASSETS |
||||
| Goodwill | 7,625,384 | 7,721,104 | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Management agreements | 1,170,000 | 1,170,000 | - | - |
| Accumulated amortisation | (321,750) | (204,750) | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Total management agreements | 848,250 | 965,250 | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Total intangible assets | 8,473,634 | 8,686,354 | - | - |
| ═══════ | ═══════ | ═══════ | ═══════ |
32
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
| Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $ | $ | $ | $ | |
| NOTE 16: INTANGIBLE ASSETS (CONTINUED) |
||||
| Reconciliations | ||||
| Goodwill | ||||
| Carrying amount at the beginning of the year | 7,721,104 | 7,529,664 | - | - |
| Arising on acquisitions of interests in controlled entities | - | 191,440 | - | - |
| Disposal on sale of interest in controlled entity | (95,720) | - | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Carrying amount at the end of the year | 7,625,384 | 7,721,104 | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Management agreements | ||||
| Carrying amount at the beginning of the year | 965,250 | 1,082,250 | - | - |
| Amortisation | (117,000) | (117,000) | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| Carrying amount at the end of the year | 848,250 | 965,250 | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| NOTE 17: TRADE AND OTHER PAYABLES |
||||
| Current | ||||
| Trade and other payables | 246,552 | 1,558,713 | 84,317 | 1,462,088 |
| Loans from joint venture entities | 90,000 | 75,000 | 90,000 | 75,000 |
| Sundry creditors and accruals | 839,428 | 428,986 | 110,796 | 148,567 |
| Goods and services tax | 33,253 | 83,175 | 7,324 | - |
| ─────── | ─────── | ─────── | ─────── | |
| Total current accounts payable | 1,209,233 | 2,145,874 | 292,437 | 1,685,655 |
| ═══════ | ═══════ | ═══════ | ═══════ | |
| Non-Current | ||||
| Loan from controlled entities | - | - | 76,035,366 | 54,551,380 |
| ═══════ | ═══════ | ═══════ | ═══════ | |
| NOTE 18: PROVISIONS |
||||
| Current | ||||
| Contingent consideration | - | 163,950 | - | 163,950 |
| Employee entitlements | 187,623 | 160,035 | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| 187,623 | 323,985 | - | 163,950 | |
| ═══════ | ═══════ | ═══════ | ═══════ |
33
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
| Consolidated | Consolidated | The | Company | ||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $ | $ | $ | $ | ||
| NOTE 19: | INTEREST BEARING LOANS AND BORROWINGS | ||||
| Non-Current | |||||
| Secured bank | loan | 2,113,032 | 2,113,032 | - | - |
| Unsecured loans from associated companies | 6,212,892 | - | 1,164,400 | - | |
| ─────── | ─────── | ─────── | ─────── | ||
| 8,325,924 | 2,113,032 | 1,164,400 | - | ||
| ═══════ | ═══════ | ═══════ | ═══════ |
Secured Bank Loan
This loan is secured by a first registered mortgage over industrial premises at 96 Fairfield Street, Fairfield. The term of the facility is 10 years, maturing on 31 October 2015.
NOTE 20: CONTRIBUTED EQUITY
| OTE 20: CONTRIBUTED EQUITY |
||||
|---|---|---|---|---|
| The Company | ||||
| 2007 | 2006 | |||
| Number | $ | Number | $ | |
| Issued and paid-up ordinary share capital | ||||
| Balance at the beginning of the year | 117,185,681 | 38,633,426 | 127,447,838 | 52,509,394 |
| Shares issued during the year: | ||||
| - executive and non-executive long term incentive plan | 2,079 | 3,000 | 200,800 | 1,000 |
| - dividend reinvestment plan | 381,567 | 703,705 | 1,134,399 | 1,575,503 |
| - share placement | 55,097,500 | 110,195,000 | - | - |
| - cancellation of shares | - | - | (100,000) | - |
| - transaction cost of share placement | - | (3,955,214) | - | - |
| - tax benefit of transaction costs | - | 1,186,564 | - | - |
| Shares bought back on market | (953,117) | (1,395,712) | (11,497,356) | (15,452,471) |
| ─────── | ─────── | ─────── | ─────── | |
| Balance at the end of the year | 171,713,710 | 145,370,769 | 117,185,681 | 38,633,426 |
| ═══════ | ═══════ | ═══════ | ═══════ |
On 27 November 2006 the Company commenced an on-market share buy-back scheme for a duration of 12 months and limited to 20,000,000 ordinary shares. At the date of this report 150,000 shares had been bought back under this scheme.
34
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
| Consolidated | Consolidated | The | Company | ||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $ | $ | $ | $ | ||
| NOTE 21: | RETAINED PROFITS | ||||
| Retained profits at the beginning of the year | 98,077,668 | 82,300,999 | 26,929,753 | 28,811,645 | |
| Net profit attributable to members of the parent | |||||
| company | 30,757,945 | 23,305,106 | 13,085,816 | 5,646,545 | |
| Dividends | (15,633,523) | (7,528,437) | (15,633,523) | (7,528,437) | |
| ─────── | ─────── | ─────── | ─────── | ||
| Retained profits at the end of the year | 113,202,090 | 98,077,668 | 24,382,046 | 26,929,753 | |
| ═══════ | ═══════ | ═══════ | ═══════ |
NOTE 22: MINORITY INTEREST
Reconciliation of minority interest in controlled entities:
| Consolidated | Consolidated | |
|---|---|---|
| 2007 | 2006 | |
| $ | $ | |
| Balance at the beginning of the year | 174 | 169 |
| Share of net profit | 53,653 | 5 |
| Created on partial sale of controlled entities | 42,512 | - |
| Revaluation of investments | 888 | - |
| ─────── | ─────── | |
| Balance at the end of the year | 97,227 | 174 |
| ═══════ | ═══════ | |
| The minority interest at the end of the year comprises interests in: | ||
| Share capital | 658,717 | 7,506 |
| Asset Revaluation Reserve | 888 | - |
| Accumulated losses | (562,378) | (7,332) |
| ─────── | ─────── | |
| 97,227 | 174 | |
| ═══════ | ═══════ |
35
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 23: OTHER RESERVES
| Consolidated | The Company | |||||
|---|---|---|---|---|---|---|
| Asset Revaluation Reserve |
Employee Equity Benefit Reserve |
Total | Asset Revaluation Reserve |
Employee Equity Benefit Reserve |
Total | |
| $ | $ | $ | $ | $ | $ | |
| Year ending 30 June 2007 | ||||||
| Reserves at the beginning of the year | 30,478,801 | 216,055 | 30,694,856 | 40,532,918 | 180,784 | 40,713,702 |
| Share based payments | - | 117,912 | 117,912 | - | 117,912 | 117,912 |
| Options expired | - | (3,345) | (3,345) | - | - | - |
| Net unrealised gain on “available- | ||||||
| for-sale” investments | 82,812,566 | - | 82,812,566 | 76,272,614 | - | 76,272,614 |
| Net unrealised gain on “available- | ||||||
| for-sale” investments – minority | ||||||
| interest | (888) | - | (888) | - | - | - |
| Realised gain on “available-for-sale” | ||||||
| investments reclassified to the | ||||||
| income statement | (3,260,679) | - | (3,260,679) | (3,260,679) | - | (3,260,679) |
| Tax effect of net gain on “available- | ||||||
| for-sale” investments | (23,865,563) | - | (23,865,563) | (21,903,580) | - | (21,903,580) |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | |
| Reserves at the end of the year | 86,164,237 | 330,622 | 86,494,859 | 91,641,273 | 298,696 | 91,939,969 |
| ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | |
| Year ending 30 June 2006 | ||||||
| Reserves at beginning of the year | 20,301,127 | 106,827 | 20,407,954 | 25,667,832 | 71,556 | 25,739,388 |
| Share based payments | - | 109,228 | 109,228 | - | 109,228 | 109,228 |
| Net unrealised gain/(loss) on | ||||||
| “available-for-sale” investments | 22,251,917 | - | 22,251,917 | 21,008,645 | - | 21,008,645 |
| Realised gain/(loss) on “available-for- | ||||||
| sale” investments reclassified to | ||||||
| the income statement | (7,712,384) | - | (7,712,384) | 227,192 | - | 227,192 |
| Tax effect of net gain/(loss) on | ||||||
| “available-for-sale” investments | (4,361,859) | - | (4,361,859) | (6,370,751) | - | (6,370,751) |
| ─────── | ─────── | ─────── | ─────── | ─────── | ─────── | |
| Reserves at the end of the year | 30,478,801 | 216,055 | 30,694,856 | 40,532,918 | 180,784 | 40,713,702 |
| ═══════ | ═══════ | ═══════ | ═══════ | ═══════ | ═══════ |
Asset Revaluation Reserve
The asset revaluation reserve is used to record increments and decrements in the fair value of “available-for-sale” financial assets to the extent that they offset one another.
Employee Equity Benefit Reserve
The employee equity benefits reserve is used to record the value of share based payments provided to employees, including key management personnel, as part of their remuneration. The benefit provided is under the Long Term Employee Incentive Scheme and the share issues have been valued as though they were options based on the following assumptions:
-
3 year life
-
Risk free interest rate of 6%
-
Volatility factor of 10%
-
A dividend yield of 3.5%
This gives a value per share granted of 11.5 cents. The figures above assume this cost is spread over thirty six months.
36
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 24: NOTES TO THE CASH FLOW STATEMENT
24.1 Reconciliation of Cash and Cash Equivalents
For the purposes of the cash flow statement, cash includes cash on hand and at bank and short-term deposits at call. Cash as at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:
| Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $ | $ | $ | $ | |
| Cash and cash equivalents | 115,008,945 | 24,194,797 | 114,422,371 | 23,594,683 |
| ═══════ | ═══════ | ═══════ | ═══════ | |
| 24.2 Reconciliation of Profit after Income Tax to Cash from Operating |
Activities | |||
| Net Profit | 30,811,598 | 23,305,111 | 13,085,816 | 5,646,545 |
| Add/(less) non-cash items: | ||||
| Share of equity accounted profits | (10,965,632) | (791,305) | 17,080 | (26,350) |
| Depreciation and amortisation of property plant and | ||||
| equipment | 37,366 | 30,001 | - | - |
| Amortisation of intangibles | 117,000 | 117,000 | - | - |
| Impairment expenses on investments | 432,706 | 730,899 | 1,489,233 | 671,181 |
| Impairment recoveries | (1,330,036) | (1,694,436) | (2,260,380) | (2,160,085) |
| Profit on disposal of investments | (14,741,365) | (16,762,359) | (9,984,354) | (3,542,470) |
| Interest income not received | (3,740,665) | (2,889,628) | (3,078,558) | (3,427,577) |
| Interest expense not paid | 585,078 | - | 128,496 | - |
| Movement in current tax assets and liabilities | 92,616 | 3,698,203 | 52,472 | 3,698,556 |
| Movement in deferred tax assets and liabilities | 592,219 | 2,022,206 | 1,233,152 | 1,353,326 |
| Equity remuneration | 120,911 | 110,228 | 117,912 | 110,228 |
| Share option income | - | (166,494) | - | - |
| Changes in operating assets and liabilities: | ||||
| Trade and other receivables | (460,192) | (4,071,902) | 36,600 | (188,681) |
| Trade and other payables | (949,701) | 617,830 | (1,406,278) | 1,085,445 |
| Provisions | 27,588 | 24,246 | - | - |
| Other assets | 20,111 | 17,329 | 35,405 | 35,285 |
| ─────── | ─────── | ─────── | ─────── | |
| Net cash (used in)/provided by operating activities | 649,602 | 4,296,929 | (533,404) | 3,255,403 |
| ═══════ | ═══════ | ═══════ | ═══════ |
37
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
| Consolidated | Consolidated | The | Company |
|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 |
| $ | $ | $ | $ |
NOTE 24: NOTES TO THE CASH FLOW STATEMENT (CONTINUED)
24.3 Financing Facilities
At 30 June 2007, CVC had access to the following specific lines of credit.
| Total facilities available: | ||||
|---|---|---|---|---|
| Secured bank loan | 2,113,032 | 2,113,032 | - | - |
| Bank facility | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
| ─────── | ─────── | ─────── | ─────── | |
| 7,113,032 | 7,113,032 | 5,000,000 | 5,000,000 | |
| ═══════ | ═══════ | ═══════ | ═══════ | |
| Total facilities used: | ||||
| Secured bank loan | 2,113,032 | 2,113,032 | - | - |
| Bank facility | - | - | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| 2,113,032 | 2,113,032 | - | - | |
| ═══════ | ═══════ | ═══════ | ═══════ |
NOTE 25: AUDITORS' REMUNERATION
The auditor of the Company is HLB Mann Judd (NSW Partnership).
Amounts received or due and receivable to Auditors of the Company:
| Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 |
2006 | |
| $ | $ | $ |
$ | |
| Audit or review of the financial report | 90,000 | 79,500 | 77,500 |
73,000 |
| Other services – CVC Sustainable Investments Limited | ||||
| capital raising | ||||
| - assurance service | - | 7,500 | - |
- |
| - tax opinion | - | 1,000 | - |
- |
| ─────── | ─────── | ─────── | ─────── | |
| 90,000 | 88,000 | 77,500 |
73,000 | |
| ─────── | ─────── | ─────── | ─────── | |
| Amounts received or due and receivable by non HLB Mann | Judd (NSW Partnership) audit | firm: | ||
| Audit or review of the financial report | - | 15,750 | - |
- |
| Other services - Financial Services Licence audit | - | 6,300 | - |
- |
| ─────── | ─────── | ─────── | ─────── | |
| - | 22,050 | - |
- | |
| ─────── | ─────── | ─────── | ─────── |
The Auditors received no other benefits.
38
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 26: COMMITMENTS AND CONTINGENCIES
26.1 Operating Lease Commitments
| Consolidated | Consolidated | The | Company | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $ | $ | $ | $ | |
| Non-cancellable operating lease expense | ||||
| Commitments | ||||
| Future operating lease commitments not provided for | ||||
| in the financial statements and payable: | ||||
| - within one year | 111,449 | 367,593 | - | - |
| - later than one year but not later than five years | 13,264 | 124,762 | - | - |
| ─────── | ─────── | ─────── | ─────── | |
| 124,713 | 492,355 | - | - | |
| ═══════ | ═══════ | ═══════ | ═══════ |
26.2 Other Commitments
CVC Limited has made a commitment to provide subordinated loans of up to $5 million to CVC Trinity Property Managers Limited to ensure that the company satisfies its Australian Financial Services Licence obligations at all times during the 2 years commencing 1 June 2007.
NOTE 27: OPERATIONS BY SEGMENTS
27.1 Primary Segments - Business Segments
Information for each business segment is shown in the following tables, in round thousands, as permitted under class order 98/100.
Composition of each business segment is as follows:
-
Private Equity and Venture Capital involves equity and debt investments in non-listed entities not classified as property or funds management. It includes shares, debt, convertible notes and other investments.
-
Listed Investments comprises investments listed on recognised stock exchanges.
-
Property comprises property finance and equity accounted property interests.
-
Funds Management comprises the business and assets of the investment funds management operations.
27.2 Secondary Segments - Geographical Segments
CVC operates predominantly in Australia.
39
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 27: OPERATIONS BY SEGMENTS (CONTINUED)
| Year Ended 30 June 2007 | Private Equity and | Listed | Property | Funds | Unallocated, | Eliminations | Consolidated |
|---|---|---|---|---|---|---|---|
| Venture Capital | Investments | Management | Corporate and Tax | ||||
| $'000's | $'000's | $'000's | $'000's | $'000's | $'000's | $'000's | |
| Income: | |||||||
| Revenues from external customers | 4,734 | 14,525 | 7,070 | 1,919 | 3,043 | - | 31,291 |
| Inter-segment revenue | 330 | - | - | 6,074 | - | (6,404) | - |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | |
| Operating revenues | 5,064 | 14,525 | 7,070 | 7,993 | 3,043 | (6,404) | 31,291 |
| Equity accounted income | 2,185 | (250) | 9,063 | (32) | - | - | 10,966 |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | |
| Total income | 7,249 | 14,275 | 16,133 | 7,961 | 3,043 | (6,404) | 42,257 |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | |
| Results: | |||||||
| Result before non-cash items | 5,695 | 14,275 | 15,389 | 1,886 | (7,177) | - | 30,068 |
| Impairment recoveries | 1,330 | - | - | - | - | - | 1,330 |
| Depreciation | - | - | (19) | (18) | - | - | (37) |
| Amortisation of intangibles | - | - | - | (117) | - | - | (117) |
| Impairment expenses | (170) | - | (263) | - | - | - | (433) |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | |
| Segment result | 6,855 | 14,275 | 15,107 | 1,751 | (7,177) | - | 30,811 |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | |
| Assets: | |||||||
| Segment assets excluding equity accounted investments | 13,367 | 193,394 | 27,756 | 8,822 | 119,406 | - | 362,745 |
| Equity accounted investments | 22,461 | 13,211 | 5,840 | - | - | - | 41,512 |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | |
| Segment assets | 35,828 | 206,605 | 33,596 | 8,822 | 119,406 | - | 404,257 |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | |
| Liabilities: | |||||||
| Segment liabilities | 431 | - | 8,416 | 876 | 49,369 | - | 59,092 |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | ════════ |
40
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 27: OPERATIONS BY SEGMENTS (CONTINUED)
| Year Ended 30 June 2006 | Private Equity and | Listed | Property | Funds | Unallocated, | Eliminations | Consolidated |
|---|---|---|---|---|---|---|---|
| Venture Capital | Investments | Management | Corporate and Tax | ||||
| $'000's | $'000's | $'000's | $'000's | $'000's | $'000's | $'000's | |
| Income: | |||||||
| Revenues from external customers | 3,158 | 22,025 | 5,667 | 1,262 | 2,167 | - | 34,279 |
| Inter-segment revenue | 549 | - | - | 4,459 | - | (5,008) | - |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | |
| Operating revenues | 3,707 | 22,025 | 5,667 | 5,721 | 2,167 | (5,008) | 34,279 |
| Equity accounted income | (269) | - | 1,117 | (57) | - | - | 791 |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | |
| Total income | 3,438 | 22,025 | 6,784 | 5,664 | 2,167 | (5,008) | 35,070 |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | |
| Results: | |||||||
| Result before non-cash items | 2,890 | 22,025 | 6,784 | 1,109 | (8,625) | - | 24,183 |
| Depreciation | - | - | (15) | (15) | - | - | (30) |
| Amortisation of intangibles | - | - | - | (117) | - | - | (117) |
| Impairment expenses | (731) | - | - | - | - | (731) | |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | |
| Segment result | 2,159 | 22,025 | 6,769 | 977 | (8,625) | - | 23,305 |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | |
| Assets: | |||||||
| Segment assets excluding equity accounted investments | 22,787 | 110,765 | 16,700 | 9,046 | 25,666 | - | 184,964 |
| Equity accounted investments | 5,239 | - | 5,887 | 32 | - | - | 11,158 |
| ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | ──────── | |
| Segment assets | 28,026 | 110,765 | 22,587 | 9,078 | 25,666 | - | 196,122 |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | |
| Liabilities: | |||||||
| Segment liabilities | 1,803 | - | 2,435 | 345 | 24,133 | - | 28,716 |
| ════════ | ════════ | ════════ | ════════ | ════════ | ════════ | ════════ |
41
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 28: RELATED PARTY INFORMATION
28.1 Key Management Personnel
The only key management personnel of the Company are the Directors.
The names of each person holding the position of Director of CVC during the financial year are:
Vanda Russell Gould
John Scott Leaver John Douglas Read Alexander Damien Harry Beard John Thomas Riedl
Details of Directors’ remuneration, superannuation and retirement payments are set out in the Remuneration Report section of the Directors’ Report.
Apart from the details disclosed in this financial report, no Director has entered into a contract with the Company or CVC since the end of the previous financial year and there were no contracts involving Directors' interests existing at year-end.
28.2 Loans to Key Management Personnel
The details of the loans to Directors and key management personnel have been included in the Remuneration Report.
28.3 Other Transactions
The following represent management fees paid and received from related parties to CVC and its controlled entities during the financial year.
| 2007 | 2006 | |||
|---|---|---|---|---|
| Paid | Received | Paid | Received | |
| $ | $ | $ | $ | |
| CVC Private Equity Limited | - | 506,928 | - | 504,048 |
| CVC Sustainable Investments Limited | - | 207,530 | - | 152,560 |
| CVC Sustainable Investments No. 2 Limited | - | 40,042 | - | - |
| Wenola Services Pty Limited * | 200,000 | - | 200,000 | - |
| Southseas Nominees Pty Limited ** | 100,000 | - | 100,000 | - |
| Melbourne Corporation of Australia Pty Limited ** | 100,000 | - | 100,000 | - |
| Other services | ||||
| Melbourne Corporation of Australia Pty Limited ** | ||||
| - Taxation | 127,612 | - | 110,182 | - |
| - Secretarial | 44,100 | - | 22,039 | - |
- Private company associated with Mr Leaver.
** Private companies associated with Mr Gould.
42
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 29: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE
29.1 Interest Rate Risk
CVC’s exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets and financial liabilities is set out below:
| Note | Floating | Fixed | Interest Rate Maturing in: | Interest Rate Maturing in: | Non- Interest | Total | Weighted Average | ||
|---|---|---|---|---|---|---|---|---|---|
| Interest Rate | 1 Year or Less | 1 to 5 Years | Over 5 | Years | Bearing | Interest Rate | |||
| $ | $ | $ | $ | $ | |||||
| At 30 June 2007: | |||||||||
| Financial assets | |||||||||
| Cash and cash equivalents | 24 | 4,367,559 | 109,540,886 | - | - | 1,100,500 | 115,008,945 | 6.4% | |
| Trade and other receivables | 8 | - | 4,157,751 | 19,846,836 | - | 4,859,126 | 28,863,713 | 16.0% | |
| Financial liabilities | |||||||||
| Trade and other payables | 17 | - | - | - | - | 1,209,233 | 1,209,233 | 0.0% | |
| Interest bearing loans and borrowings | 19 | - | - | 1,164,400 | 7,156,093 | 5,431 | 8,325,924 | 10.8% | |
| At 30 June 2006: | |||||||||
| Financial assets | |||||||||
| Cash and cash equivalents | 24 | 2,217,403 | 21,930,567 | - | - | 46,827 | 24,194,797 | 5.9% | |
| Trade and other receivables | 8 | - | 12,592,460 | 3,237,368 | - | 5,392,463 | 21,222,291 | 14.4% | |
| Financial liabilities | |||||||||
| Trade and other payables | 17 | - | - | - | - | 2,145,874 | 2,145,874 | 0.0% | |
| Interest bearing loans and borrowings | 19 | - | - | - | 2,113,032 | - | 2,113,032 | 7.6% |
29.2 Credit Risk Exposure
Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.
The credit risk on financial assets, excluding investments, of CVC which have been recognised on the balance sheet, is the carrying amount, net of any provision for doubtful debts. Collateral is obtained on longer-term receivables.
43
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 (CONTINUED)
NOTE 29: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED)
29.3 Fair Value of Financial Assets and Liabilities
Monetary financial assets and financial liabilities not readily traded in an organised financial market are determined by valuing them at the present value of contractual future cash flows on amounts due from customers (reduced for expected credit losses) or due to suppliers. The carrying amounts of bank term deposits, accounts receivable, loans receivable accounts payable, dividends payable and employee entitlements approximate net fair value.
29.4 Price Risk
CVC is exposed to equity securities price risk. This arises from investments held by CVC and classified on the balance sheets as “available-for-sale”. CVC is not exposed to commodity price risk.
| Consolidated | Consolidated | The | Company | ||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $ | $ | $ | $ | ||
| NOTE 30: | EMPLOYEE ENTITLEMENTS |
||||
| Aggregate | liability for employee entitlements including on-costs: | ||||
| Current | 187,623 | 160,035 | - | - | |
| Non-current | - | - | - | - | |
| ═══════ | ═══════ | ═══════ | ═══════ | ||
| Number | of employees at year-end | 12 | 9 | - | - |
| ═══════ | ═══════ | ═══════ | ═══════ |
NOTE 31: EVENTS SUBSEQUENT TO YEAR END
As at 20 August 2007 Australian Stock Exchange has experienced a significant decline since the end of the financial year with the ASX Small Ordinaries Index 10.4% lower than as at 30 June 2007. By way of comparison CVC’s Net Assets has decreased by 3.0% over the same period. On a daily basis the share market both increases and decreases in value. Considering the strategy of CVC is the long term investment in companies, this event is not expected to significantly affect the operations of CVC, the results of those operations, or the state of affairs of CVC, in future financial years.
44
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' DECLARATION
For the Year Ended 30 June 2007
In the opinion of the Directors of CVC Limited:
-
(a) The financial statements and notes of the company and of the consolidated entity are in accordance with Corporations Act 2001, including:
-
(i) giving a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2007 and of their performance for the year ended on that date; and
-
(ii) complying with Accounting Standards and Corporations Regulations 2001; and
-
(b) this declaration has been made after receiving the declarations required to be made to the Directors in accordance with s. 295A of the Corporations Act 2001 for the financial period ending 30 June 2007.
-
(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.
-
(d) the audited remuneration disclosures set out on pages 6 to 7 of the Directors' Report comply with Accounting Standards AASB 124 Related Party Disclosures and the Corporations Regulations 2001.
Dated at Sydney 21 August 2007.
Signed in accordance with a resolution of the Board of Directors.
ADH Beard Director
VR Gould Director
45
INDEPENDENT AUDITORS' REPORT
To the members of CVC Limited:
We have audited the accompanying financial report of CVC Limited (“the company”), which comprises the balance sheet as at 30 June 2007, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration for both the company and the CVC Limited Group (“the consolidated entity”) as set out on pages 10 to 45. The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the financial year.
As permitted by the Corporations Regulations 2001, the company has disclosed information about the remuneration of directors and executives (“remuneration disclosures”), required by Accounting Standard AASB 124: Related Party Disclosures, under the heading “remuneration report” in pages 6 to 7 of the directors’ report and not in the financial report. We have audited these remuneration disclosures.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
The directors of the company are also responsible for the remuneration disclosures contained in the directors’ report.
In Note 1.2, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies 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. Our responsibility is to also express an opinion on the remuneration disclosures contained in the directors’ report based on our audit.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report and the remuneration disclosures contained in the directors’ report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report and the remuneration disclosures contained in the directors’ report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report and the remuneration disclosures contained in the directors’ report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report and the remuneration disclosures contained in the directors’ report.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
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. We confirm that the independence declaration required by the Corporations Act 2001, provided to the directors of CVC Limited on 21 August 2007, would be in the same terms if provided to the directors as at the date of this auditor’s report.
Auditor’s Opinion on the Financial Report
In our opinion:
(a) the financial report of CVC Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2007 and of their performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.2.
Auditor’s Opinion on the AASB 124 Disclosures Contained in the Directors’ Report
In our opinion the remuneration disclosures that are contained in pages 6 to 7 of the directors’ report comply with Accounting Standard AASB 124.
HLB MANN JUDD (NSW Partnership) Chartered Accountants
Sydney
M D Muller
2007
Partner
Liability limited by a scheme approved under Professional Standards Legislation
46
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of the Company is responsible for the corporate governance of CVC. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. At the date of this report the Directors in office are as follows:
Vanda Russell Gould (Chairman) - Appointed 31 October 1996. Also a Director from 1984 to 1994 Alexander Damien Beard (Managing Director) - Appointed 17 August 2000, member of the audit committee John Scott Leaver - Appointed 29 May 1984 John Douglas Read - Appointed 20 March 1989, member of the audit committee John Thomas Riedl (Independent Director) - Appointed 27 November 2002, member of the audit committee
Details of skills, experience and other qualifications of Directors and of numbers and attendances of Board and audit committee meetings are included in the Directors’ report.
In March 2003, the ASX Corporate Governance Council issued “Principles of Good Corporate Governance and Best Practice Recommendations”. In this report, the Council suggested “best practices” for running companies. However, it acknowledged that “a one size fits all” approach is inappropriate and that it is unwise to require all companies to apply the same rules because different companies face different circumstances hence some recommendations are unnecessary or may even be counter-productive. In particular it acknowledged that it may be inappropriate or uneconomic for smaller companies, such as CVC, to follow the same rules as Australia’s largest listed companies. Instead the Council chose to issue a full suite of recommendations and require companies to adopt an ‘if not why not’ approach to reporting compliance with the recommendations. Companies are at liberty to determine whether each recommendation is appropriate to them. They are required to disclose in the Corporate Governance Statement of their annual reports those recommendations which they have not adopted during each reporting period and provide explanations for their decisions.
The Company chose to adopt selected recommendations throughout the financial year ended 30 June 2007, in particular those discussed in detail below:
Board Composition and Directors’ Experience
Mr Gould is Chairman of the Company. Given his stewardship over almost the whole of the life and the growth of the Company, the Board believes Mr Gould remains an appropriate Chairman for the Company.
The Board of the Company comprises five Directors. Messrs Gould and Leaver are the founding Directors of the Company, have significant ownership interests in the Company and bring invaluable experience and expertise to the Company. Mr Beard is the Chief Executive Officer. Mr Read is chairman of the audit committee, but because he has been on the Board of the Company for more than fifteen years, he is not considered independent. Accordingly, only Mr Riedl is considered to be an independent Director.
The Board believes that a Board of five Directors operates effectively, generally allows the Board to collectively exercise its authority without the need for many sub-committees and is appropriate for the size of the Company. Further, the Board has considered the competencies and experience of each of the Directors and believes that it is not in the interests of shareholders to seek to replace any of the current Board members.
For these reasons, the Company did not adopt the following best practice recommendations throughout the financial year ended 30 June 2007:
-
having a majority of independent Directors;
-
having an independent Chairman;
-
having an audit committee with an independent chairman, a majority of independent Directors or non-executive Directors;
-
having a nomination committee of the Board; and
-
having a remuneration committee of the Board.
47
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
Costs and Benefits of Compliance
A number of the best practice recommendations require the formal documentation of policies and procedures that the Company already substantially performs. The Company considered that to create such documentation independently and specifically for the Company would have had minimal additional benefit but substantial additional expense. The Company is also mindful to not adopt such procedures solely for the sake of adoption or where they could actually inhibit the proper function or opportunities of the Company. However, as the Company holds an AFS licence, it recognises that it has to put in place a compliance program which includes the documentation of its compliance policies and procedures and a Risk Management Statement which considers the major risks to the Company’s operations, the rating and ranking of these risks to set priorities in the treatment of the risks.
The Board has determined that the adoption of such formal policies and procedures must be tailored to the Company at minimal expense and must be appropriate for the Company, taking into account the size and complexity of its operations. The Company is currently in the process of preparing such documentation for consideration by the Board before dissemination through the CVC group of companies. The Company is currently considering the adoption of the following best practice recommendations, some of which have already been documented for a company related to the Company:
-
a formal policy for trading in the Company’s securities;
-
a formal charter for the audit committee of the Company;
-
written policies and procedures to ensure compliance with ASX listing rules disclosure requirements;
-
a process for performance evaluation of the Board, its committees and individual Directors; and
-
a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders.
Other Information
The Company has a policy of allowing Directors to take reasonable independent legal advice in the furtherance of their duties at the expense of the Company.
The Company did not perform a performance evaluation of the Board and its members during the year ended 30 June 2007.
Remuneration of non-executive Directors is in accordance with resolutions of shareholders in the general meeting. The Company does not have any schemes for retirement benefits, other than statutory superannuation for non-executive Directors.
Dated at Sydney 21 August 2007.
48
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
ADDITIONAL INFORMATION
The following information was current as at 31 July 2007.
Distribution schedule
The distribution of shareholders and their shareholdings was as follows:-
| Category | Number of ordinary | shareholders |
|---|---|---|
| (size of holding) | ||
| 1 - 1,000 | 143 | |
| 1,001 - 5,000 | 715 | |
| 5,001 - 10,000 | 424 | |
| 10,001 - 100,000 | 566 | |
| 100,001 - over | 111 | |
| ──────── | ||
| Total | 1,959 | |
| ════════ | ||
| Unmarketable parcels | ||
| Minimum | Number of | |
| parcel size | shareholders | |
| Minimum $500.00 parcel at $1.965 per share | 254 | 17 |
Substantial holders
The names of the Company’s substantial holders and the number of ordinary shares in which each has a relevant interest as disclosed in substantial holder notices given to the Company are as follows:
Number of ordinary shares in Shareholder which interest held Leagou Pty Limited 20,704,611 Penalton Pty Limited 15,575,978 Southsea (Aust.) Pty Limited 13,346,138
49
CVC LIMITED (AND ITS CONTROLLED ENTITIES)
ADDITIONAL INFORMATION (CONTINUED)
20 largest shareholders - ordinary shares
As at 31 July 2007, the top 20 shareholders and their shareholdings were as follows:
| Shareholder | Shares held | % of issued |
|---|---|---|
| capital held | ||
| Leagou Pty Limited | 20,704,611 | 12.06 |
| Penalton Pty Limited | 15,575,978 | 9.07 |
| Southsea (Aust.) Pty Limited | 13,346,138 | 7.77 |
| Abasus Investments Limited | 7,166,408 | 4.17 |
| Southgate Investment Funds Limited | 5,500,000 | 3.20 |
| RBC Dexia Investor Services Australia Nominees Pty Limited | 5,382,453 | 3.13 |
| Derin Brothers Properties Limited | 4,899,259 | 2.85 |
| National Nominees Limited | 4,503,679 | 2.62 |
| Huang Xiao Sheung Limited | 4,264,368 | 2.48 |
| LJK Nominees Pty Limited | 4,132,114 | 2.41 |
| ANZ Nominees Pty Limited | 3,713,964 | 2.16 |
| Chemical Trustee Limited | 3,566,556 | 2.08 |
| Invia Custodian Pty Limited | 3,380,000 | 1.97 |
| Seymour Group Pty Limited | 3,256,057 | 1.90 |
| UBS Nominees Pty Limited | 2,877,702 | 1.68 |
| Cogent Nominees Pty Limited | 2,849,487 | 1.66 |
| Equity Trustees Limited | 2,500,000 | 1.46 |
| Dr Joseph David Ross | 2,359,356 | 1.37 |
| Mr Alexander Damien Beard | 2,293,136 | 1.34 |
| Fadmoor Pty Limited | 2,000,000 | 1.16 |
| ──────── | ──────── | |
| 114,271,266 | 66.54 | |
| ════════ | ════════ |
Voting Rights
The Company’s constitution details the voting rights of members and states that every member, present in person or by proxy, shall have one vote for every ordinary share registered in his or her name.
Registered Office
The Company is registered and domiciled in Australia. Its registered office and principal place of business are at Level 42, 259 George Street, Sydney, NSW 2000.
50