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CVC LIMITED Annual Report 2009
64728_rns_2009-09-29_5df02d38-a15c-486e-86a9-5bda149c405b.pdf
Annual Report
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FINANCIAL REPORT
For the year ended 30 June 2009
The financial report was authorised for issue by the Directors on 28 August 2009. The company has the power to amend and reissue the financial report.
ACN 002 700 361 AFSL 239665
(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 2009 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 and Alexander Damien Harry Beard. 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, Vita Life Sciences Limited and CVC Property Fund.
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 Chairman of Cellnet Group Limited and Director of the following other listed companies: Greens Foods Limited, Mercury Mobility Limited, Blue Energy Limited, CVC Property Fund.
John Thomas Riedl (Non-Executive Director) (resigned 24 February 2009)
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 Eser y Global Limited.
COMPANY SECRETARIES
John Andrew Hunter
B.Com. (ANU), M.B.A. (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.
(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 | No of meetings | |
| attended | eligible to attend | |
| Vanda Russell Gould | 4 | 4 |
| John Scott Leaver | 3 | 4 |
| John Douglas Read | 4 | 4 |
| Alexander Damien Harry Beard | 4 | 4 |
| John Thomas Riedl | 3 | 3 |
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 | |||
|---|---|---|---|
| No of meetings | No of meetings | ||
| attended | eligible to attend | ||
| 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 | 21,150,314 |
| Mr J.S. Leaver | 22,525,111 |
| Mr J.D. Read | 528,956 |
| Mr A.D.H. Beard | 1,381,136 |
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.
CONSOLIDATED RESULTS
The Directors of CVC wish to announce that the 2009 financial year has been significantly impacted by the volatility being experienced in capital markets resulting in the following:
- Loss before taxation of \$61.6 million (2008: profit \$1.1 million);
- Net loss after tax of \$67.4 million (2008: profit \$1.1 million);
- Earnings per share of negative 45 cents (2008: positive 0.7cents).
The consolidated loss for the year attributable to the members of the Company is calculated as follows:
| 2009 | 2008 \$ |
|
|---|---|---|
| Net (loss)/profit after income tax Minority interests |
(67,366,687) 741,753 |
1,122,803 30,182 |
| Net (loss)/profit after income tax attributable to members | (66,624,934) | 1,152,985 |
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
DIVIDENDS
No dividends have been declared in respect of the year ended 30 June 2009. No interim dividend was paid in respect of the year ended 30 June 2009.
A final dividend in respect of the year ended 30 June 2008 of 3 cents per share amounting to \$4,830,176 was paid on 26 September 2008.
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:
CVC has cash holdings of \$66.1 million (equivalent to 46.3 cents per share) and is well placed to pursue investment opportunities as and when they emerge.
Listed Investments:
During the year CVC sold its investment in Blue Energy Limited for \$33.9 million generating a profit of \$12.1 million and continued to realise non-core holdings. The contribution of listed investments to the operating loss was \$32.6 million which included CVC share of operating losses generated by Cellnet Limited and Mercury Mobility Limited totalling \$7.0 million and an impairment charge against the value of the listed investment portfolio of \$47.1 million.
CVC's primary focus is the active management of the core investment portfolio. During the year CVC continued to increase its core investment portfolio by acquiring shareholdings in Cellnet Limited, Mercury Mobility Limited and Pro-Pac Packaging Limited.
Private Equity:
The core private equity investments held by CVC include Ron Finemore Transport Pty Limited and GPG (No. 7) Pty Limited (formerly Green's Foods Limited), as well as a number of other smaller investments.
GPG (No. 7) Pty Limited has manufacturing operations of the blended foods, cereals and snack foods that are distributed through supermarkets. The company has implemented a strategy to improve operating performance, however it still continues to face challenges in a market that is dominated by two major supermarket groups.
Ron Finemore Transport Pty Limited continues to achieve strong growth in both revenue and operating profit and is well placed for continued growth in 2010.
Although Ron Finemore Transport Pty Limited provided a strong contribution to the private equity segment, this was overshadowed by impairment losses charged against the value of investments of \$6.0 million with the segment providing a contribution to the operating loss of \$4.7 million.
Property:
CVC continues to hold a number of mezzanine finance facilities provided to property projects. The contribution of the property segment to the operating loss of CVC was \$16.1 million. The loss generated was due to fall in value of a number of properties supporting the finance facilities over the year. This resulted in the need to raise an impairment charge against the loans totalling \$20.9 million compared to a carrying value of \$45.1 million.
Funds Management:
CVC continues to focus on the development and profitability of the funds management segment which includes the investment in Concise Asset Management, a fund manager focused on mid-cap Australian listed companies and CVC Sustainable Investments, CVC Property Fund and CVC Private Equity Limited.
The contribution of the funds management segment to the operating loss of CVC was \$8.0 million which was primarily due to the impairment of the goodwill and management agreements totalling \$9.4 million.
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Company that occurred during the year not otherwise disclosed in this report or the financial statements.
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. 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
Other than as set out above, there are no other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in future financial years.
SHARE OPTIONS
There were no options issued during the year or to the date of this report.
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.
DIRECTORS' REPORT (CONTINUED)
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 5 million shares can be issued under the plan.
CVC has not issued any shares under the CVC Executive Long Term Incentive Plan. The Directors are of the opinion that new shares should not be issued until there is a better correlation between the share price of CVC and the underlying net asset value per share.
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.
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
REMUNERATION REPORT (CONTINUTED)
Remuneration of key management personnel:
The only key management personnel of the Company are the Directors.
Remuneration of Directors for the year ended 30 June 2009
| Short-term employee benefits |
Post - employ't benefits |
|||||||
|---|---|---|---|---|---|---|---|---|
| Base Salary Fees |
STI Bonus (c) |
Superannuation | Equity Based |
Other | Total | Base % (b) |
||
| ADH Beard | 2009 | \$220,183 | \$50,000 | \$19,816 | - | \$2,506 \$3,000 |
\$292,505 \$335,362 |
83% |
| (Director) VR Gould (a) |
2008 | \$201,835 | \$100,000 | \$18,165 | \$12,362 | 66% | ||
| (Chairperson and Non- Executive |
2009 | \$200,000 | \$200,000 | 100% | ||||
| Director) | 2008 | \$200,000 | \$200,000 | 100% | ||||
| JS Leaver (a) (Non-Executive |
2009 | \$200,000 | \$200,000 | 100% | ||||
| Director) | 2008 | \$200,000 | \$200,000 | 100% | ||||
| JD Read (Non-Executive |
2009 | \$25,000 | \$25,000 | 100% | ||||
| Director) | 2008 | \$25,000 | \$25,000 | 100% | ||||
| JT Riedl (Non-Executive |
2009 | \$15,291 | \$1,376 | \$16,667 | 100% | |||
| Director) | 2008 | \$25,000 | - | \$25,000 | 100% | |||
| 2009 | \$635,474 | \$50,000 | \$46,192 | - | \$2,506 | \$734,172 | ||
| 2008 | \$651,835 | \$100,000 | \$18,165 | \$12,362 | \$3,000 | \$785,362 |
Notes:
(a) CVC paid management fees of \$200,000 (2008: \$200,000) each to entities associated with Messrs Gould and Leaver that covers the cost of their services.
(b) Base % reflects the amount of base level remuneration that is not dependent on individual or CVC performance.
(c) The Short Term Incentive Bonus paid to Mr Beard represents a discretionary bonus as determined by the Directors of CVC, based on his performance during the year ended 30 June 2009.
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' REPORT (CONTINUED)
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
No fees were paid to HLB Mann Judd (NSW Partnership) in respect of non-audit services 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 28 August 2009.
ALEXAN P R BEARD JOHN READ
Director Director
Accountants Business and Financial Advisers
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
AUDITOR'S INDEPENDENCE DECLARATION FOR THE YEAR ENDED 30 JUNE 2009
To the Directors of CVC Limited:
As lead auditor for the audit of CVC Limited for the year ended 30 June 2009, 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.
This declaration is in respect of CVC Limited and the entities it controlled during the year.
Dated at Sydney 28 August 2009.
HLB Mann Judd (NSW Partnership) Chartered Accountants
HLB Mann Judd (NSW Partnership) ABN 34 482 821 289
Level 19 207 Kent Street Sydney NSW 2000 Australia I DX 10313 SSE I Telephone +61 (0)2 9020 4000 I Fax +61 (0)2 9020 4190 Email: [email protected] I Website: www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (NSW Partnership) is a member of MI International. A world-wide organisation of accounting firms and business advisers.
9
INCOME STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009
| Notes Consolidated |
The Company | |||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |||
| \$ | \$ | \$ | \$ | |||
| INCOME | ||||||
| Revenue from services | 1,876,822 | 3,035,737 | 50,000 | 1,305,653 | ||
| Revenue from rental | 1,655,936 | 315,550 | - | |||
| Net gain on sale of equity investments | 18,335,724 | 9,881,817 | 19,076,841 | 5,559,979 | ||
| Interest revenue | 10,711,240 | 11,727,899 | 8,673,023 | 9,301,843 | ||
| Dividend revenue | 3,140,016 | 5,407,785 | 3,449,282 | 61,213,983 | ||
| Recoveries of loans | 134,987 | 801,563 | 1,265,984 | |||
| Other income | 746,687 | 546,382 | 360,758 | 513,617 | ||
| Total income | 3 | 36,466,425 | 31,050,157 | 32,411,467 | 79,161,059 | |
| Share of net losses of associates accounted for using the | ||||||
| equity method | 13 | (7,142,200) | (9,235,161) | |||
| Share of net profits of joint ventures accounted for using | ||||||
| the equity method | 12 | 15,702 | 15,702 | |||
| EXPENSES | ||||||
| Amortisation of intangibles | 58,500 | 117,000 | - | |||
| Depreciation expense | 25,055 | 36,996 | - | |||
| Employee expenses | 1,762,672 | 2,054,796 | - | 48,954 | ||
| Finance costs | 4 | 1,806,816 | 523,084 | 590,079 | 363,700 | |
| Impairment of intangibles | 9,374,677 | - | - | |||
| Impairment of investments in associated entities | 17,821,552 | 4,491,958 | 27,158,267 | 227,587 | ||
| Impairment of investments in controlled entities | - | 1,050,000 | 10,587,906 | 3,815,058 | ||
| Impairment of listed investments | 33,527,537 | 4,877,594 | 16,545,047 | 4,877,594 | ||
| Impairment of loans to other corporations | 12,322,769 | 2,311,068 | 781,204 | 2,229,702 | ||
| Impairment of loans to related entities | 5,487,220 | 1,276,465 | 4,865,868 | 1,276,465 | ||
| Impairment of property plant and equipment | 1,383,875 | |||||
| Impairment of unlisted investments | 4,444,349 | 750,000 | 4,444,349 | 750,000 | ||
| Management and consultancy fees | 1,113,062 | 1,213,058 | 9,558,596 | 10,525,687 | ||
| Net realised foreign exchange loss | - | 230,854 | - | 230,854 | ||
| Operating lease rental | 390,055 | 361,242 | - | |||
| Other expenses | 4 | 1,408,631 | 1,474,011 | 489,676 | 801,055 | |
| (Loss)/profit before related income tax expense | (61,602,545) | 1,062,572 | (42,609,525) | 54,030,105 | ||
| Income tax expense/(benefit) | 5 | 5,764,142 | (60,231) | 3,279,525 | (1,675,440) | |
| Net (loss)/profit | (67,366,687) | 1,122,803 | (45,889,050) | 55,705,545 | ||
| Net loss attributable to minority interest | 22 | (741,753) | (30,182) | - | ||
| Net (loss)/profit attributable to members of the parent | ||||||
| entity | (66,624,934) | 1,152,985 | (45,889,050) | 55,705,545 | ||
| Basic and diluted earnings per share | 6 | (0.4452) | 0.0067 |
The income statements are to be read in conjunction with the notes to the financial statements set out on pages 14 to 51.
BALANCE SHEETS AS AT 30 JUNE 2009
| Notes | Consolidated | The Company | |||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | ||
| CURRENT ASSETS | \$ | \$ | \$ | \$ | |
| Cash and cash equivalents | 24 | 66,113,849 | 51,936,285 | 62,503,471 | 50,918,226 |
| Loans and other receivables | 8 | 22,538,594 | 42,340,390 | 28,191,289 | 27,740,934 |
| Current tax assets | 5 | 302,434 | 284,547 | ||
| Other assets | 10 | 90,679 | 87,502 | 145,479 | 43,922 |
| Total current assets | 89,045,556 | 94,364,177 | 91,124,786 | 78,703,082 | |
| NON-CURRENT ASSETS | |||||
| Loans and other receivables | 8 | 1,858,357 | 1,170,374 | 15,124,291 | 23,789,194 |
| Financial assets — available-for-sale | 9 | 47,325,991 | 145,129,775 | 56,592,961 | 149,899,288 |
| Investments accounted for using the equity method | 11 | 29,710,700 | 55,966,019 | 23,806,352 | 50,439,233 |
| Property, plant and equipment | 14 | 8,547,570 | 34,484 | - | |
| Investment properties | 15 | 20,780,653 | 2,783,873 | ||
| Intangible assets | 16 | 8,356,634 | |||
| Deferred tax assets | 5 | 8,301,965 | 4,979,128 | ||
| Total non-current assets | 108,223,271 | 221,743,124 | 95,523,604 | 229,106,843 | |
| TOTAL ASSETS | 197,268,827 | 316,107,301 | 186,648,390 | 307,809,925 | |
| CURRENT LIABILITIES | |||||
| Trade and other payables | 17 | 884,846 | 2,280,120 | 1,331,039 | 1,808,114 |
| Interest bearing loans and borrowings | 19 | 2,210,535 | 2,693,695 | 2,210,535 | 2,693,695 |
| Provisions | 18 | 188,986 | 199,199 | - | - |
| Current tax liabilities | 5 | 20,353 | 4,261,699 | 4,242,216 | |
| Total current liabilities | 3,304,720 | 9,434,713 | 3,541,574 | 8,744,025 | |
| NON-CURRENT LIABILITIES | |||||
| Trade and other payables | 17 | - | 36,785,019 | 30,795,854 | |
| Provisions | 18 | 35,926 | 23,948 | - | - |
| Interest bearing loans and borrowings | 19 | 21,233,402 | 8,431,997 | - | - |
| Deferred tax liabilities | 5 | 6,573,253 | 23,773,546 | 4,547,870 | 20,319,962 |
| Total non-current liabilities | 27,842,581 | 32,229,491 | 41,332,889 | 51,115,816 | |
| TOTAL LIABILITIES | 31,147,301 | 41,664,204 | 44,874,463 | 59,859,841 | |
| NET ASSETS | 166,121,526 | 274,443,097 | 141,773,927 | 247,950,084 | |
| EQUITY | |||||
| Contributed equity | 20 | 122,627,967 | 136,823,139 | 122,627,967 | 136,823,139 |
| Retained profits Other reserves |
21 23 |
27,614,501 7,675,583 |
99,069,611 38,484,350 |
14,082,901 5,063,059 |
64,802,127 46,324,818 |
| Total parent entity interest | 157,918,051 | 274,377,100 | 141,773,927 | 247,950,084 | |
| Minority interest | 22 | 8,203,475 | 65,997 | - | - |
| TOTAL EQUITY | 166,121,526 | 274,443,097 | 141,773,927 | 247,950,084 |
The balance sheets are to be read in conjunction with the notes to the financial statements set out on pages 14 to 51.
STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009
| Consolidated | The Company | ||||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | ||
| \$ | \$ | \$ | \$ | ||
| Income and expenses recognised directly in equity | |||||
| Available-for-sale investments: | |||||
| - Decrease in fair values recognised in other reserves | (31,912,895) | (49,986,750) | (44,497,479) | (54,103,423) | |
| - Amounts transferred from other reserves to the income | |||||
| statement on sale | (10,872,942) | (19,591,054) | (12,810,626) | (12,271,630) | |
| - Income tax on fair value movements taken to or from other | |||||
| reserves | 12,192,629 | 21,614,173 | 16,120,237 | 20,984,707 | |
| Value of equity based remuneration recognised in other reserves | (73,891) | 48,954 | (73,891) | 48,954 | |
| Value of associates asset revaluation reserve recognised in other | |||||
| reserves | (297,569) | 550,766 | |||
| Value of associates foreign currency translation reserve | |||||
| recognised in other reserves | 170,111 | (219,073) | |||
| Value of associates equity based remuneration recognised in other | |||||
| reserves | (13,882) | (154,814) | |||
| Net income reflected directly in equity | (30,808,439) | (47,737,798) | (41,261,759) | (45,341,392) | |
| (Loss)/profit for the year | (67,366,687) | 1,122,803 | (45,889,050) | 55,705,545 | |
| Total recognised income and expense for the year | (98,175,126) | (46,614,995) | (87,150,809) | 10,364,153 | |
| Attributable to: | |||||
| Shareholders | (97,433,701) | (46,583,765) | (87,150,809) | 10,364,153 | |
| Minority interests | (741,425) | (31,230) | - | ||
| (98,175,126) | (46,614,995) | (87,150,809) | 10,364,153 | ||
| Transactions with shareholders in their capacity as shareholders | |||||
| Shares issued during the period: | |||||
| - through the dividend reinvestment plan | 732,046 | 732,046 | |||
| - transaction cost on share issue net of tax | (2,437) | (2,437) | |||
| - under the executive and non-executive long term incentive plan | - | 3,105,000 | - | 3,105,000 | |
| Payments for share buy-backs | (14,195,172) | (12,655,998) | (14,195,172) | (12,655,998) | |
| Dividends paid to shareholders | (4,830,176) | (15,285,464) | (4,830,176) | (15,285,464) | |
| Total transactions with shareholders in their capacity as | |||||
| shareholders | (19,025,348) | (24,106,853) | (19,025,348) | (24,106,853) | |
| Other equity movements | |||||
| Increase in minority interest from acquisitions of interests in | |||||
| controlled entities | 8,878,903 | ||||
| Net decrease in equity for the year | (108,321,571) | (70,721,848) | (106,176,157) | (13,742,700) | |
| Equity at the beginning of the year | 274,443,097 | 345,164,945 | 247,950,084 | 261,692,784 | |
| Equity at the end of the year | 166,121,526 | 274,443,097 | 141,773,927 | 247,950,084 | |
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 51.
(AND ITS CONTROLLED ENTITIES)
CASH FLOW STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009
| Notes | Consolidated | The Company | ||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |||
| \$ | \$ | \$ | \$ | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Cash receipts in the course of operations | 5,371,490 | 2,668,747 | 1,354,485 | 716,815 | ||
| Cash payments in the course of operations | (6,644,201) | (3,875,817) | (11,007,321) | (9,752,305) | ||
| Interest received | 6,253,000 | 8,531,943 | 5,384,182 | 8,482,280 | ||
| Dividends received | 3,617,747 | 5,714,692 | 3,922,839 | 5,684,631 | ||
| Interest paid | (683,816) | (163,131) | (3,747) | |||
| Income taxes paid | (5,002,206) | (4,581,990) | (5,000,231) | (4,579,781) | ||
| Net cash provided by/(used in) operating activities | 24 | 2,912,014 | 8,294,444 | (5,346,046) | 547,893 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Payments for property, plant and equipment | (356,630) | (10,535) | - | |||
| Payments for equity investments | (22,098,309) | (76,992,364) | (22,817,769) | (72,530,007) | ||
| Proceeds from acquisition of controlled entities net of cash | ||||||
| acquired | 1,146,826 | - | ||||
| Proceeds on disposal of equity investments | 54,923,345 | 42,814,062 | 54,706,956 | 36,256,497 | ||
| Loans provided | (14,725,455) | (30,851,394) | (19,759,354) | (37,180,567) | ||
| Loans repaid | 13,177,069 | 17,918,534 | 23,502,754 | 33,647,446 | ||
| Net cash provided by/(used in) investing activities | 32,066,846 | (47,121,697) | 35,632,587 | (39,806,631) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Borrowings repaid | (2,100,000) | - | ||||
| Dividends paid to members of parent entity | (4,830,176) | (14,535,418) | (4,830,176) | (14,535,418) | ||
| Shares bought-back on market | (13,901,608) | (12,655,998) | (13,901,608) | (12,655,998) | ||
| Issue of shares | 3,105,000 | 3,105,000 | ||||
| Cost of share issue | (3,481) | (3,481) | ||||
| Net cash used in financing activities | (20,831,784) | (24,089,897) | (18,731,784) | (24,089,897) | ||
| Net increase/(decrease) in cash held | 14,147,076 | (62,917,150) | 11,554,757 | (63,348,635) | ||
| Foreign exchange gain/(loss) on cash | 30,488 | (155,510) | 30,488 | (155,510) | ||
| Cash and cash equivalents at the beginning of the financial year | 51,936,285 | 115,008,945 | 50,918,226 | 114,422,371 | ||
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR |
24 | 66,113,849 | 51,936,285 | 62,503,471 | 50,918,226 |
The cash flow statements are to be read in conjunction with the notes to the financial statements set out on pages 14 to 51.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009
| Note | Contents |
|---|---|
| 1. | Statement of Accounting Policies |
| 2. | Controlled Entities |
| 3. | Income |
| 4. | Profit Before Income Tax Expense |
| 5. | Income Tax |
| 6. | Earnings Per Share |
| 7. | Dividends |
| 8. | Loans and Other Receivables |
| 9. | Financial Assets - Available-for-Sale |
| 10. | Other Assets |
| 11. | Investments Accounted for Using the Equity Method |
| 12. | Interests in Joint Ventures |
| 13. | Investments in Associated Entities |
| 14. | Property, Plant and Equipment |
| 15. | Investment Properties |
| 16. | Intangible Assets |
| 17. | Trade and Other Payables |
| 18. | Provisions |
| 19. | Interest Bearing Loans and Borrowings |
| 20. | Contributed Equity |
| 21. | Retained Profits |
| 22. | Minority Interest |
| 23. | Other Reserves |
| 24. | Notes to the Cash Flow Statements |
| 25. | Auditors' Remuneration |
| 26. | Commitments and Contingencies |
| 27. | Operations by Segments |
| 28. | Related Party Information |
| 29. | Additional Financial Instruments Disclosure Employee Entitlements |
| 30. 31. |
Events Subsequent to Year End |
| 32. | Critical Accounting Estimates and Judgements |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (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 and investment properties 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.
Critical accounting estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying CVC's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 32.
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).
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2009 reporting periods.
AASB 2007-8: Amendments to Australian Accounting Standards arising from AASB 101 and AASB 2007-10: Further Amendments to Australian Accounting Standards arising from AASB 101 has recently been issued but is effective for reporting periods commencing after 1 January 2009 has not been adopted for the annual reporting period ending 30 June 2009. Application of the standard will not effect any of the amounts recognised in the financial statements, but will impact the type of information disclosed in relation to CVC's financial report.
AASB 8: Operating Segments and AASB 2007-3: Amendments to Australian Accounting Standards arising from AASB 8 are effective for annual reporting periods commencing on or after 1 January 2009 has been adopted for the annual reporting period ending 30 June 2009. Application of the standard requires adoption of a 'management approach' to reporting on financial performance for the segment note of the financial report. The adoption of the standard has not had any effect on the amounts recognised in the financial statements compared to prior year financial reports.
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 2009 ("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.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 1: STATEMENT OF ACCOUNTING POLICIES (CONTINUED)
1.3 Principles of Consolidation (Continued)
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.
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.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (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. CVC 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 CVC prior to the end of the financial year that are unpaid and arise when CVC becomes obliged to make future payments in respect of the purchase of these goods and services.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (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. Commencing 1 October 2008 investment properties are no longer being depreciated, but instead are now stated at fair value, which reflect market conditions at the balance sheet date. Gains or losses arising from changes in the fair value of investment properties are recognised in the profit and loss statement in the year in which they arise.
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%
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.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (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. CVC 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 CVC 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; net asset backing; 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.
CVC assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss — measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss — is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments classified as available-for-sale are not reversed through the income statement.
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.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (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 CVC 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.
Rental income
Rental revenue from operating leases is recognised on a straight line basis over the term of the lease.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (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
CVC provides benefits to employees (including senior executives) of CVC 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.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (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.
| Interest Held by Consolidated Entity | ||
|---|---|---|
| 2009 | 2008 | |
| (Y0 | % | |
| CVC Limited | ||
| Direct Controlled Entities: | ||
| Biomedical Systems Pty Limited | 100 | 100 |
| CVC Fairfield Pty Limited | 100 | 100 |
| CVC Finance Company Pty Limited | 100 | 100 |
| CVC Investment Managers Pty Limited | 100 | 100 |
| CVC Funds Management Pty Limited (formerly CVC Leasing Pty Limited) | 100 | 100 |
| CVC Managers Pty Limited | 100 | 100 |
| CVC Mezzanine Finance Pty Limited | 100 | 100 |
| CVC Narabang Pty Limited | 95 | 95 |
| CVC (Newcastle) Pty Limited | 100 | 100 |
| CVC Property Managers Limited (formerly CVC Trinity Property Managers Limited) | 100 | 50 |
| CVC Property Fund (formerly CVC Trinity Property Fund) | 53 | 38 |
| CVC Private Equity Limited | 42 | 37 |
| CVC Technologies Pty Limited | 100 | |
| Energy Technology Holding Pty Limited | 100 | |
| Laserex Pty Limited | 100 | |
| Renewable Energy Managers Pty Limited | 100 | 100 |
| Stinoc Pty Limited | 99 | 99 |
| Skyline Investments Australia Pty Limited | 100 | 100 |
| The Eco Fund Managers Pty Limited | 100 | 100 |
| The Eco Fund Pty Limited | 100 | 100 |
| Controlled Entities owned 100% by Laserex Pty Limited | ||
| CVC Communication and Technology Pty Limited | 100 | |
| Controlled Entities owned 100% by CVC Managers Pty Limited | ||
| CVC Capital Markets Pty Limited | 100 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED
NOTE 2: CONTROLLED ENTITIES (CONTINUED)
2.2 Acquisition of Controlled Entities
CVC Property Fund
On 30 June 2008 CVC held 37.8% of the units issued by CVC Property Fund. On 30 September 2008 CVC acquired 15,625,000 units, representing 14.9% of CVC Property Fund and obtained control of the Fund. CVC Property Fund is an ASX listed fund that holds property investments in Australia. An impairment review has been conducted at 31 December 2008 on the goodwill arising from the purchase of the units in CVC Property Fund. The outcome of the review is that an impairment charge has been raised against its full value in the profit and loss statement.
| Cash asset | 935,474 |
|---|---|
| Investment Property at fair value | 18,000,000 |
| Property plant and equipment at fair value | 9,500,000 |
| Other assets | 122,094 |
| Payables | (223,966) |
| Loans | (5,255,362) |
| Bank bills | (15,750,000) |
| 7,328,240 | |
| Goodwill on acquisition | 916,179 |
| Non-controlling interest in CVC Property Fund | (3,474,448) |
| Value of units already held by CVC in CVC Property Fund | (2,769,971) |
| Cash consideration for CVC Property Fund | 2,000,000 |
| The cash outflow on acquisition is as follows: | |
| Net cash acquired with the subsidiary | 935,474 |
| CVC Limited | (2,000,000) |
| Cash consideration paid | (1,064,526) |
CVC Private Equity Limited
On 30 June 2008 CVC held 36.6% of the shares issued by CVC Private Equity Limited. On 7 May 2009 CVC completed the acquisition of shares from the third largest shareholder of the company, increasing its shareholding up to 41.2%. As CVC representatives hold a majority of positions on the board of directors as well as holding tight control of the share register it was deemed control of the company had been acquired at that time. CVC continued to acquire shares in CVC Private Equity Limited and as at 30 June 2009 CVC held 42.3% of the shares issued. CVC Private Equity Limited is a private equity investment company. An impairment review has been conducted at 31 December 2008 on the goodwill arising from the purchase of the units in CVC Private Equity Limited. The outcome of the review is that an impairment charge has been raised against its full value in the profit and loss statement.
| \$ | |
|---|---|
| Cash asset | 2,353,151 |
| Loan receivable | 675,705 |
| Investments at cost | 2,055,346 |
| Investments at market value | 2,349,819 |
| Deferred tax | 2,060,494 |
| Other assets | 22,052 |
| Payables | (25,981) |
| 9,490,586 | |
| Goodwill on acquisition | 31,034 |
| Non-controlling interest in CVC Private Equity Limited | (5,476,328) |
| Value of shares already held by CVC in CVC Private Equity Limited | (3,903,493) |
| Cash consideration for CVC Private Equity Limited | 141,799 |
| The cash outflow on acquisition is as follows: | |
| Net cash acquired with the subsidiary | 2,353,151 |
| CVC Limited | (141,799) |
| Cash inflow from the acquisition | 2,211,352 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
| Consolidated | The Company | ||||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | ||
| \$ | \$ | \$ | \$ | ||
| NOTE 3: INCOME |
|||||
| Revenue from rental | |||||
| Related entities | 284,760 | 315,550 | |||
| Other entities | 1,371,176 | - | |||
| Revenue from services - related entities | 1,876,822 | 3,035,737 | 50,000 | 1,305,653 | |
| Net gain on sales of equity investments | 18,335,724 | 9,881,817 | 19,076,841 | 5,559,979 | |
| Interest: | |||||
| Related entities | 3,075,993 | 3,163,659 | 3,523,149 | 3,163,659 | |
| Other entities | 7,635,247 | 8,564,240 | 5,149,874 | 6,138,184 | |
| Dividends | |||||
| Controlled entities | - | - | 55,687,349 | ||
| Related entities | 88,925 | 309,266 | 400,463 | ||
| Other entities | 3,140,016 | 5,318,860 | 3,140,016 | 5,126,171 | |
| Impairment recoveries | |||||
| Recovery of loans | 134,987 | 801,563 | 1,265,984 | ||
| Other revenue | 746,687 | 546,382 | 360,758 | 513,617 | |
| Total income | 36,466,425 | 31,050,157 | 32,411,467 | 79,161,059 |
NOTE 4: PROFIT BEFORE INCOME TAX EXPENSE
Profit before income tax expense has been arrived at after charging the following items:
| Borrowing costs: | ||||
|---|---|---|---|---|
| Related entities | 545,952 | 359,953 | - | 359,953 |
| Other entities | 1,260,864 | 163,131 | 590,079 | 3,747 |
| Total borrowing costs | 1,806,816 | 523,084 | 590,079 | 363,700 |
| Other expenses: | ||||
| Audit fees | 166,140 | 109,348 | 100,500 | 89,248 |
| Directors fees | 40,957 | 74,000 | 15,291 | 50,000 |
| Insurance | 187,171 | 142,954 | 99,431 | 47,829 |
| Legal costs | 147,507 | 404,629 | 138,362 | 349,126 |
| Property related expenses | 245,753 | - | ||
| Travel and accommodation | 71,933 | 102,191 | 26,074 | 27,118 |
| All other expenses | 549,170 | 640,889 | 110,018 | 237,734 |
| Total other expenses | 1,408,631 | 1,474,011 | 489,676 | 801,055 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
| Consolidated | The Company | |||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |||
| \$ | \$ | \$ | \$ | |||
| NOTE 5: INCOME TAX |
||||||
| Income Tax Expense/(Benefit): 5.1 |
||||||
| Accounting (loss)/profit before income tax | (61,602,545) | 1,062,572 | (42,609,525) | 54,030,105 | ||
| Income tax (benefit)/expense at the statutory | ||||||
| income tax rate of 30% | (18,480,764) | 318,773 | (12,782,858) | 16,209,032 | ||
| Increase in income tax expense due to: | ||||||
| Intangible assets impaired | 2,659,489 | |||||
| Loans impaired | 2,816,880 | |||||
| Trust loss not deductible | 472,857 | - | ||||
| Tax losses not recognised | 213,332 | 837,122 | ||||
| Deferred tax not recognised | 21,952,278 | 14,316,527 | ||||
| Sundry items | 32,316 | 53,569 | 30,000 | 44,705 | ||
| Decrease in income tax expense due to: | ||||||
| Prima facie income tax on profit from subsidiaries within tax | ||||||
| consolidation group | (71,105) | |||||
| Equity based remuneration | (22,168) | (22,168) | ||||
| Dividends received | (1,049,778) | (1,574,789) | (1,040,613) | (18,222,677) | ||
| Other income not assessable | (71,428) | (115,975) | (603) | (107,093) | ||
| 5,706,134 | (481,300) | 3,317,165 | (2,147,138) | |||
| Adjustments in respect of current income tax of previous years | 58,008 | 421,069 | (37,640) | 471,698 | ||
| Income tax expense/(benefit) | 5,764,142 | (60,231) | 3,279,525 | (1,675,440) | ||
| The major components of income tax expense/(benefit) are: | ||||||
| Current income tax charge | 351,801 | 4,527,801 | 331,448 | 4,527,801 | ||
| Deferred income tax | 5,354,333 | (5,009,101) | 2,985,717 | (6,674,939) | ||
| Adjustments in respect of current income tax of | ||||||
| previous years | 58,008 | 421,069 | (37,640) | 471,698 | ||
| Income tax expense/(benefit) reported in the income | ||||||
| statement | 5,764,142 | (60,231) | 3,279,525 | (1,675,440) | ||
| Current Tax Assets: 5.2 |
||||||
| Income tax receivable: | ||||||
| Balance at the end of the year | 302,434 | 284,547 | ||||
| Current Tax Liabilities: 5.3 |
||||||
| Income tax payable: | ||||||
| Balance at the end of the year | 20,353 | 4,261,699 | 4,242,216 | |||
Income tax payable during the current financial year is payable by companies not included in the CVC tax consolidated group. Refer 5.6.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (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 2009 | ||||||
| Provisions and accrued expenses | 148,216 | 148,216 | 55,542 | 55,542 | ||
| Impairment expenses | 17,877,485 | - | 17,877,485 | 13,841,352 | - | 13,841,352 |
| Share raising costs | - | 475,253 | 475,253 | 475,253 | 475,253 | |
| Equity accounted investments | 5,829,009 | 5,829,009 | - | - | ||
| Other | 41,681 | 41,681 | 859 | 859 | ||
| Tax losses | 613,174 | - | 613,174 | |||
| Deferred tax assets not recognised | (24,509,565) | (475,253) | (24,984,818) | (13,897,753) | (475,253) | (14,373,006) |
| Year ended 30 June 2008 | ||||||
| Provisions and accrued expenses | 133,334 | 133,334 | 46,708 | - | 46,708 | |
| Loan impairment | 4,728,245 | 4,728,245 | 4,151,654 | - | 4,151,654 | |
| Share raising costs | - | 780,094 | 780,094 | - | 780,094 | 780,094 |
| Equity accounted investments | 2,650,336 | 2,650,336 | - | - | - | |
| Other | 9,956 | 9,956 | 672 | 672 | ||
| 7,521,871 | 780,094 | 8,301,965 | 4,199,034 | 780,094 | 4,979,128 |
5.5 Deferred Tax Liabilities
Deferred income tax at 30 June related to the following deferred tax liabilities:
| Year ended 30 June 2009 | ||||||
|---|---|---|---|---|---|---|
| Available-for-sale investments | - | 6,373,338 | 6,373,338 | - | 4,193,453 | 4,193,453 |
| Receivables | 1,253,802 | 1,253,802 | 352,389 | 352,389 | ||
| Equity accounted income | 1,555,615 | 1,555,615 | - | - | ||
| Property, plant and equipment | 4,136 | 4,136 | - | - | ||
| Other | 192,510 | 192,510 | 58,507 | 58,507 | ||
| Deferred tax liabilities not | ||||||
| recognised | (2,806,148) | - | (2,806,148) | (56,479) | (56,479) | |
| 199,915 | 6,373,338 | 6,573,253 | 354,417 | 4,193,453 | 4,547,870 | |
| Year ended 30 June 2008 | ||||||
| Available-for-sale investments | - | 16,456,289 | 16,456,289 | - | 19,575,955 | 19,575,955 |
| Receivables | 1,351,869 | 1,351,869 | 442,311 | 442,311 | ||
| Equity accounted income | 5,311,782 | 5,311,782 | - | - | ||
| Property, plant and equipment | 4,136 | 4,136 | ||||
| Intangible assets | 219,375 | 219,375 | - | |||
| Other | 430,095 | 430,095 | 301,696 | 301,696 | ||
| 7,317,257 | 16,456,289 | 23,773,546 | 744,007 | 19,575,955 | 20,319,962 | |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 5: INCOME TAX (CONTINUED)
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.
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
| Consolidated | ||
|---|---|---|
| 2009 | 2008 | |
| \$ | \$ | |
| Basic and Diluted earnings per share (dollars per share) | (0.4452) | 0.0067 |
| Reconciliation of earnings used in the calculation of earnings per share: | ||
| Profit after income tax | (67,366,687) | 1,122,803 |
| Less: minority interests | (741,753) | (30,182) |
| Earnings | (66,624,934) | 1,152,985 |
| Number of Shares | ||
| Weighted average number of ordinary shares — Basic and Diluted | 149,659,372 | 171,082,749 |
| Number of shares on issue at the end of the year | 142,848,621 | 162,352,134 |
NOTE 7: DIVIDENDS
| Number of shares on issue at the end of the year | 142,848,621 | 162,352,134 | |||
|---|---|---|---|---|---|
| NOTE 7: DIVIDENDS | |||||
| Cents 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: |
|||||
| Per Share | Total \$ |
Date of Payment |
Tax rate for Franking Credit |
Percentage Franked |
|
| 2008 Final on ordinary shares | 3.00 | 4,830,176 | 26 September 2008 | 30% | 100% |
| Declared after the end of the financial period and not included in the balance sheet: No dividends have been declared in respect of the year ended 30 June 2009. |
|||||
| The Company | |||||
| 2009 | 2008 | ||||
| \$ | \$ | ||||
| Dividend franking account | |||||
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.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 8: LOANS AND OTHER RECEIVABLES
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| \$ | \$ | \$ | \$ | |
| Current | ||||
| Trade and other receivables | 2,544,189 | 2,746,715 | 2,098,717 | 2,148,128 |
| Loans to related entities | 17,391,288 | 18,530,525 | 17,391,288 | 18,530,525 |
| Impairment of loans to related entities | (1,914,554) | (1,914,554) | - | |
| Loans to controlled entities | 6,773,871 | - | ||
| Loans to other corporations | 16,059,239 | 23,294,286 | 3,841,967 | 9,261,983 |
| Impairment of loans to other corporations | (11,541,568) | (2,231,136) | (2,199,702) | |
| 22,538,594 | 42,340,390 | 28,191,289 | 27,740,934 | |
| Non-current | ||||
| Loans to other corporations | 30,000 | 30,000 | 30,000 | 30,000 |
| Impairment of loans to other corporations | (30,000) | (30,000) | (30,000) | (30,000) |
| Loans to controlled entities | 13,265,934 | 22,618,820 | ||
| Loans to related entities | 3,513,447 | 2,446,839 | 2,892,095 | 2,446,839 |
| Impairment of loans to related entities | (1,655,090) | (1,276,465) | (1,033,738) | (1,276,465) |
| 1,858,357 | 1,170,374 | 15,124,291 | 23,789,194 |
When an entity does not pay a scheduled payment of principle and interest or management consider that there has been an adverse change in the underlying value of assets securing the loan a review is conducted to determine if the loan is considered to be impaired. Impairment of loans to related entities and other corporations has been determined after reviewing the underlying assets supporting the loans and the history of making payments to reduce both the principle and interest outstanding.
Further details of loans are set out in notes 29 and 32.
NOTE 9: FINANCIAL ASSETS — AVAILABLE-FOR-SALE
| Non-current | ||||
|---|---|---|---|---|
| Unlisted controlled entities — at cost | 18,862,408 | 9,323,245 | ||
| Impairment of controlled entities | (4,211,801) | - | ||
| Shares in listed corporations — at market value | 43,073,818 | 137,055,478 | 38,037,398 | 132,659,526 |
| Other investments - at cost | 7,985,901 | 8,074,297 | 7,638,685 | 7,916,517 |
| Other investments - at market value | 766,272 | 766,272 | - | |
| Impairment of investments | (4,500,000) | (4,500,000) | ||
| 47,325,991 | 145,129,775 | 56,592,962 | 149,899,288 | |
Where there has been a reduction in the share price of an investment that appears to be prolonged management have made an assessment as to whether an impairment is required. Impairment of investments has been determined with reference to either a recent share price where an active market exists, discounted cashflow analysis, earnings multiples or underlying net assets. Management assesses the results to determine the most appropriate valuation.
9.1 Unlisted controlled entities — at cost
The carrying value of certain investments classified as "Unlisted controlled entities - at cost" has been determined by using the fair value approach less transaction costs based on the asset based methodology, using the most recent audited financial report. The determination of the fair value has resulted in an impairment charge of \$4,211,801.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 9: FINANCIAL ASSETS — AVAILABLE-FOR-SALE (CONTINUED)
9.2 Other investments — at cost
The carrying value of certain investments classified as "Other investments - at cost" has been determined by using the fair value approach less transaction costs based on the asset based methodology, using the most recent audited financial report. The determination of the fair value has resulted in an impairment charge of \$4,500,000.
9.3 Shares in listed corporations — at market value
The carrying value of certain investmenst classified as "Shares in listed corporations — at market value" has been determined by using the fair value approach. An impairment has been raised due to a significant or prolonged decline in the market value of the investments. The closing "bid-price" was determined to be an appropriate indication for the fair value of the investment.
| The Company | ||||
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| \$ | \$ | \$ | \$ | |
| 31,597 | ||||
| - | 12,191 | 85,326 | 12,325 | |
| 90,679 | 87,502 | 145,479 | 43,922 | |
| 90,679 | Consolidated 75,311 |
60,153 |
NOTE 11: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Non-current
| Equity accounted interests in joint ventures (note 12) | 2,051 | 2,051 | ||
|---|---|---|---|---|
| Equity accounted shares in listed associated companies (note 13) | 13,447,650 | 33,760,274 | 12,052,169 | 30,227,895 |
| Equity accounted shares in other associated companies (note 13) | 16,263,050 | 22,203,694 | 11,754,183 | 20,209,287 |
| 29,710,700 | 55,966,019 | 23,806,352 | 50,439,233 | |
Where there has been a reduction in the share price of an investment that appears to be prolonged management have made an assessment as to whether an impairment is required. The amount of the impairment has been determined after consideration of the fair value of the investments, being a recent share price where an active market exists, or alternative valuation methodologies from a review of the operations and assets of the company where an active market does not exist. Management assesses the results to determine the most appropriate valuation.
11.1 Cellnet Group Limited
The carrying value of Cellnet Group Limited ("Cellnet") has been determined by using the fair value approach. The closing "bidprice" of Cellnet on 30 June 2009 was \$0255 per share which was determined to be an appropriate indication for the fair value of the investment, despite the lack of an active market. Refer note 32.4 and 32.5.
11.2 Mercury Mobility Limited
The carrying value of Mercury Mobility Limited ("Mercury") has been determined by using the fair value approach. The closing "bid-price" of Mercury on 30 June 2009 was \$0.05 per share which was determined to be an appropriate indication for the fair value of the investment, despite it being in excess of the net tangible asset backing per share and the lack of an active market. Refer note 32.4 and 32.5.
11.3 Pro-Pac Packaging Limited
The carrying value of Pro-Pac Packaging Limited ("Pro-Pac") has been determined by using the fair value approach. The closing "bid-price" of Pro-Pac on 30 June 2009 was \$0.13 per share which was determined to be an appropriate indication for the fair value of the investment, despite it being in excess of the net tangible asset backing per share and the lack of an active market. Refer note 32.4 and 32.5.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 11: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)
11.4 GPG (No. 7) Pty Limited
The carrying value of GPG (No. 7) Pty Limited ("GPG) has been determined by using the fair value approach and has been calculated as \$8,470,000 based on the net asset backing methodology, using the most recent reports provided by the company. Refer note 32.6.
11.5 Concise Asset Management Limited
The carrying value of Concise Asset Management Limited has been determined by using the fair value approach and has been calculated as nil based on the net asset backing methodology, using the most recent reports provided by the company. Refer note 32.6.
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| \$ | \$ | \$ | \$ | |
| NOTE 12: INTERESTS IN JOINT VENTURES | ||||
| Joint Venture Partnerships | ||||
| Interests in joint venture partnerships | 2,051 | 2,051 |
The Company and CVC hold 50% interests (2008: 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 | 2,051 | 98,480 | 2,051 | 98,480 |
|---|---|---|---|---|
| Share of (loss)/profit for the year | (38) | 15,702 | (38) | 15,702 |
| Distribution of profits | (2,013) | (112,131) | (2,013) | (112,131) |
| Balance at the end of the year | 2,051 | 2,051 |
The interests in joint venture partnerships at the end of the financial year are split as follows:
| Current assets Current liabilities |
2,051 | 2,051 - |
|---|---|---|
| Net assets | 2,051 | 2,051 |
| Retained profits | 2,051 | 2,051 |
The share of the profit for the year from interests in joint venture partnerships is split as follows:
| Income Expenses |
(38) | 21,457 (5,755) |
(38) | 21,457 (5,755) |
|---|---|---|---|---|
| Operating profit | (38) | 15,702 | (38) | 15,702 |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 13: INVESTMENTS IN ASSOCIATED ENTITIES
Details of material interests in associated entities are as follows:
| Ownership Interest | Investment Carrying Amount | Dividends Received/Receivable | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Type | Consolidated | The Company | Consolidated | The Company | Consolidated | The Company | ||||||||
| 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||
| 0/0 | cyo | \$ | \$ | - \$ |
\$ | \$ | \$ | \$ | \$ | |||||
| Cellnet Group Limited | Ords | 36.7 | 33.6 | 36.7 | 33.6 | 7,196,621 | 14,193,694 | 7,196,621 | 14,193,694 | - | ||||
| Concise Asset Management Limited | Ords | 49.0 | 49.0 | - | - | 577,552 | ||||||||
| CVC Geelong Unit Trust | Ord Units | 50.0 | 50.0 | 50.0 | 50.0 | - | 50 | 50 | - | |||||
| CVC Private Equity Limited (a) | Ords | 42.3 | 36.6 | 41.9 | 36.0 | - | 3,101,929 | 3,046,192 | 158,264 | 158,264 | ||||
| CVC Reef Investment Managers Limited | Ords | 50.0 | 50.0 | 95,533 | 67,627 | - | - | |||||||
| CVC Shepparton Pty Limited | Ords | 50.0 | 50.0 | 50.0 | 50.0 | - | 50 | 50 | - | - | - | |||
| CVC Sustainable Investments | Ords | 21.5 | 19.5 | 12.8 | 10.8 | 2,354,311 | 2,772,563 | 1,409,033 | 1,617,664 | 72,274 | 66,288 | 41,725 | 36,489 | |
| CVC Property Fund (a) | Ord Units | 52.6 | 37.8 | 18.0 | 3.2 | - | 3,015,497 | - | 231,689 | - | - | |||
| CVC Wagga Wagga Unit Trust | Ord Units | 50.0 | 50.0 | 50.0 | 50.0 | - | 50 | 50 | - | |||||
| GPG (No.7) Pty Limited | Ords | 27.5 | 27.5 | 27.5 | 27.5 | 8,470,000 | 13,670,281 | 8,470,000 | 13,670,281 | |||||
| Mercury Mobility Limited | Ords | 31.8 | 29.6 | 24.2 | 24.2 | 1,676,142 | 4,059,106 | 1,273,365 | 3,310,535 | - | - | - | ||
| Pro-Pac Packaging Limited | Ords | 29.3 | 22.3 | 22.9 | 22.3 | 4,574,887 | 12,491,977 | 3,582,183 | 12,491,977 | 267,541 | 230,616 | 267,541 | 230,616 | |
| Ron Finemore Transport Pty Limited (b) | Ords | 50.0 | 25.0 | 25.0 | 25.0 | 5,343,206 | 2,013,742 | 1,875,000 | 1,875,000 | - | - | - | ||
| 29,710,700 | 55,963,968 | 23,806,352 | 50,437,182 | 339,815 | 455,168 | 309,266 | 425,369 |
(a) During the financial year CVC Private Equity Limited and CVC Property Fund became controlled entities of CVC. Refer note 2.
(b) Ron Finemore Transport Pty Limited is not a controlled entity of CVC as management of the company is controlled by the holder of the remaining 50%.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 13: INVESTMENTS IN ASSOCIATED ENTITIES (CONTINUED)
Information on associated entities:
| Cellnet Group Limited | - a distributor of mobile and IT technology to the reseller community in Australia. |
|---|---|
| Concise Asset Management Limited | a boutique fund manager focused on investments in ASX listed entities. |
| - CVC Geelong Unit Trust |
a property development of a bulky goods retail centre in Geelong Victoria. |
| CVC Private Equity Limited | a private equity investment company. |
| - CVC Reef Investment Managers Pty Limited |
is the investment manager for the CVC REEF Limited renewable energy investment company. |
| - CVC Shepparton Pty Limited |
a property development of a bulky goods retail centre in Shepparton Victoria. |
| CVC Sustainable Investments | a group of stapled companies focused on private equity investment in companies that are focused on improved environmental outcomes. |
| - CVC Property Fund |
an ASX listed fund that holds property investments in Australia. |
| CVC Wagga Wagga Unit Trust | a property development of a bulky goods retail centre in Wagga Wagga NSW. |
| - GPG (No. 7) Pty Limited |
GPG (No. 7) Pty Limited purchased the manufacturing operations of the blended foods, cereals and snack foods division of the previously ASX listed Greens Foods Limited. |
| Mercury Mobility Limited | a mobile phone personalisation, entertainment and technology company, providing content to end users through relationships with leading telecommunications carriers and content providers. |
| Pro-Pac Packaging Limited | a manufacturer and distributor of biodegradable flowable void fill packaging and the distribution of general industrial packaging products. |
| Ron Finemore Transport Pty Limited | Ron Finemore Transport Pty Limited is a regional road transport and logistics group. Although CVC holds 50% interest in the company, it does not have control of the management of the company. |
The balance date of all the associated entities is 30 June 2009 and all are Australian entities.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (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 | Pro-Pac | CVC | GPG | Cellnet | Mercury | Other | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Private | Sustainable | Packaging | Property | (No. 7) Pty | Group | Mobility | Entities | ||
| Equity | Investments | Limited | Fund | Limited | Limited | Limited | (a) | ||
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | |
| Year ended 30 June 2009 | |||||||||
| Balance at the start of year | 3,101,929 | 2,772,563 | 12,491,977 | 3,015,497 | 13,670,281 | 14,193,694 | 4,059,106 | 2,658,921 | 55,963,968 |
| New interests acquired | 289,805 | 1,273,261 | 412,500 | 441,261 | 185,023 | 2,163,243 | 4,765,093 | ||
| Interest disposed | - | - | - | - | (35,000) | (35,000) | |||
| Share of associates profits/(losses) before tax | 716,024 | (765,650) | 975,016 | (245,526) | (1,078,580) | (5,263,842) | (792,892) | 307,560 | (6,147,890) |
| Share of associates tax (expenses)/benefit | 29,703 | 259,972 | (293,060) | - | (990,925) | - | (994,310) | ||
| Share of associates reserves | (265,796) | (146,880) | - | - | 243,017 | 28,319 | (141,340) | ||
| Dividends received during the year | - | (72,274) | (267,541) | - | (339,815) | ||||
| Reclassification of investments | (3,903,493) | - | (2,769,971) | - | - | (6,673,464) | |||
| Discount on acquisition | 321,633 | 16,775 | 796,602 | 1,135,010 | |||||
| Impairment | - | - | (9,604,768) | - | (4,534,201) | (1,426,584) | (1,803,412) | (452,587) | (17,821,552) |
| Balance at the end of the year | 2,354,311 | 4,574,885 | 8,470,000 | 7,196,621 | 1,676,144 | 5,438,739 | 29,710,700 | ||
| Year ended 30 June 2008 | |||||||||
| Balance at the start of year | 7,026,592 | - | 5,744,191 | 14,637,531 | 9,927,512 | 3,283,754 | 794,401 | 41,413,981 | |
| New interests acquired | 306,613 | 118,013 | 1,607,617 | 32,548 | 1,430,000 | 8,459,450 | 2,905,180 | 851,665 | 15,711,086 |
| Share of associates profits/(losses) before tax | (2,872,868) | (639,099) | (44,552) | (2,761,242) | (1,733,910) | (193,356) | (558,509) | 147,719 | (8,655,817) |
| Share of associates tax (expenses)/benefit | (207,661) | 100,672 | (314) | - | (663,340) | (551,137) | 742,436 | (579,344) | |
| Share of associates reserves | (992,483) | 562,688 | (202) | - | (559,397) | 18,447 | - | (970,947) | |
| Dividends received during the year | (158,264) | (66,288) | (230,616) | - | - | - | (455,168) | ||
| Reclassification of investments | 2,696,577 | 11,160,044 | - | 122,700 | 13,979,321 | ||||
| Impairment | - | - | (2,889,378) | (1,589,766) | - | (4,479,144) | |||
| Balance at the end of the year | 3,101,929 | 2,772,563 | 12,491,977 | 3,015,497 | 13,670,281 | 14,193,694 | 4,059,106 | 2,658,921 | 55,963,968 |
(a) Other entities indude Ron Finemore Transport Pty Limited, Concise Asset Management Limited, Winten (No. 20) Pty Limited, CVC Geelong Unit Trust, CVC Shepparton Pty Limited, CVC Wagga Wagga Unit Trust and CVC Reef Investment Managers Limited.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| \$ | \$ | \$ | \$ | |
| NOTE 14: PROPERTY, PLANT AND EQUIPMENT |
||||
| Plant and equipment | ||||
| At cost | 283,704 | 248,783 | ||
| Accumulated depreciation | (236,134) | (214,299) | ||
| 47,570 | 34,484 | |||
| Property | ||||
| At directors' valuation | 8,500,000 | |||
| Total property, plant and equipment | 8,547,570 | 34,484 | ||
| Reconciliation | ||||
| Plant and equipment | ||||
| Carrying amount at the beginning of the year | 34,484 | 45,621 | ||
| Additions | 34,921 | 10,535 | ||
| Depreciation | (21,835) | (21,672) | ||
| 47,570 | 34,484 | |||
| Property | ||||
| Carrying amount at the beginning of the year | ||||
| Property plant and equipment acquired as part of | ||||
| acquisition of CVC Property Fund on 30 September 2008 | 9,500,000 | |||
| Impairment | (1,000,000) | |||
| Carrying amount at the end of the year | 8,500,000 |
The fair value of the Narabang Way, Belrose NSW property has been determined by Directors as an estimate which has been based on an independent valuation of \$9.5 million obtained on 21 October 2008 from Colliers International and an assessment of movement in property values since that date. In determining the fair value of the property, at 30 June 2009, of \$8,500,000 the Directors have had regard for the potential that CVC may not hold and develop this property, which was an inherent assumption of the Colliers International valuation of October 2008. The value of \$8.5 million has consideration for a non-distressed sale occurring in circumstances where the parties negotiate an arm's length price. Alternatively, the directors have not excluded the potential to hold and develop the property as a bulky goods site.
NOTE 15: INVESTMENT PROPERTIES
| Investment properties | |||
|---|---|---|---|
| At cost | 2,833,994 | ||
| At directors' valuation | 20,780,653 | - | |
| Accumulated depreciation | (50,121) | ||
| Total investment properties | 20,780,653 | 2,783,873 | |
| Reconciliation | |||
| Carrying amount at the beginning of year Investment property acquired as part of acquisition of |
2,783,873 | 2,799,197 | |
| CVC Property Fund on 30 September 2008 | 18,000,000 | ||
| Depreciation | (3,220) | (15,324) | |
| Carrying amount at the end of year | 20,780,653 | 2,783,873 |
Commencing 1 October 2008 investment properties are no longer being depreciated, but instead are now stated at fair value.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 15: INVESTMENT PROPERTIES (CONTINUED)
Yield
| Ownership | Acquisition | Acquisition | Total Cost including |
Date of Latest External |
Independent | Movement since |
Consolidated Book Value 30 |
||
|---|---|---|---|---|---|---|---|---|---|
| Name | Notes | % | Date | Price | additions | Valuation | Valuer | Acquisition | June 2009 |
| 96 Fairfield Street | |||||||||
| Fairfield NSW | a | 100% | Oct 2006 | \$2.7 million | \$2.8 million | n/a | n/a | \$2.8 million | |
| 8 Rodborough Rd | Landmark | ||||||||
| Frenchs Forest NSW | b | 100% | Oct 2007 | \$21 million | \$22.4 million | 28 June 2007 | White (NSW) | (\$4.4 million) | \$18.0 million |
(a) The fair value of the property at 96 Fairfield Street Fairfield NSW has been determined by Directors based on the market rental yield expected to be achieved from the property. The Directors consider that the current carrying value of the property is appropriate.
(b) The fair value of the property at 8 Rodborough Road Frenchs Forest NSW has been determined by Directors based on the market rental yield expected to be achieved from the property provided by CB Richard Ellis which was based on recent property sales in the area. Based on the range of rental yields for comparable properties in the area the valuation ranges as follows:
Valuation
| 8.70% | \$18.0 million | ||||
|---|---|---|---|---|---|
| 9.00% | \$17.4 million | ||||
| Consolidated | The Company | ||||
| 2009 | 2008 | 2009 | 2008 | ||
| \$ | \$ | \$ | \$ | ||
| INTANGIBLE ASSETS NOTE 16: |
|||||
| Goodwill | 7,625,384 | ||||
| Management agreements | 1,170,000 | 1,170,000 | |||
| Accumulated amortisation | (497,250) | (438,750) | |||
| Impairment | (672,750) | ||||
| Total management agreements | 731,250 | ||||
| Total intangible assets | 8,356,634 | ||||
| Reconciliations Goodwill |
|||||
| Carrying amount at the beginning of the year | 7,625,384 | 7,625,384 | |||
| Arising from the acquisition of controlled entities | 1,076,543 | - | |||
| Impairment | (8,701,927) | ||||
| Carrying amount at the end of the year | 7,625,384 | ||||
| Management agreements | |||||
| Carrying amount at the beginning of the year | 731,250 | 848,250 | |||
| Amortisation | (58,500) | (117,000) | |||
| Impairment | (672,750) | ||||
| Carrying amount at the end of the year | 731,250 | ||||
16.1 Impairment test for goodwill and management agreements
The carrying value of Goodwill and Management Agreements are determined by using the "value-in-use" of management fees received by CVC Managers Pty Limited. The recent fall in capital markets will have a significant impact on the future management fees generated as well as their underlying market value. Although a discounted cashflow analysis indicates that they have a positive value the directors are unable to estimate with reliability the value of the Goodwill and Management Agreements and so they have been impaired to nil value.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| \$ | \$ | \$ | \$ | |
| TRADE AND OTHER PAYABLES NOTE 17: |
||||
| Current | ||||
| Trade and other payables | 516,783 | 1,800,455 | 1,196,892 | 1,654,063 |
| Sundry creditors and accruals | 332,811 | 477,292 | 134,147 | 154,051 |
| Goods and services tax | 35,252 | 2,373 | - | |
| Total current accounts payable | 884,846 | 2,280,120 | 1,331,039 | 1,808,114 |
| Non-Current | ||||
| Loan from controlled entities | 36,785,019 | 30,795,854 | ||
| NOTE 18: PROVISIONS | ||||
| Current | ||||
| Employee entitlements | 188,986 | 199,199 | ||
| Non-Current | ||||
| Employee entitlements | 35,926 | 23,948 | ||
| INTEREST BEARING LOANS AND BORROWINGS NOTE 19: |
||||
| Current | ||||
| Unsecured loans | 2,210,535 | 2,693,695 | 2,210,535 | 2,693,695 |
| Non-Current | ||||
| Secured bank loan | 14,200,000 | 2,113,032 | ||
| Unsecured loan from associated entity | 7,033,402 | 6,318,965 | ||
Secured Bank Loan
The secured bank loan is from National Australia Bank and attracts a rate of interest of BBSY plus 1.2% per annum and is secured by first ranking mortgages over the properties at 8 Rodborough Road Frenchs Forest NSW and Narabang Way, Belrose NSW. The terms of the loan include the maintenance of loan valuation ratio of not more than 55% and an interest cover ratio of 1.3 times with the maturity of the facility at 31 October 2010.
21,233,402 8,431,997
Unsecured loan from associated entity
This loan is an unsecured loan from Winten (No. 20) Pty Limited at an interest rate of 10% per annum repayable as by 5 April 2012.
Unsecured loans
The unsecured loans are structured loan facilities linked to the loans provided to CVC Geelong Unit Trust, CVC Shepparton Pty Limited and CVC Wagga Wagga Unit Trust. The loans are only repayable when CVC Geelong Unit Trust, CVC Shepparton Pty Limited and CVC Wagga Wagga Unit Trust repay their loans to CVC and attract a rate of interest of 20% per annum.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 20: CONTRIBUTED EQUITY
| The Company | |||||||
|---|---|---|---|---|---|---|---|
| 2009 | 2008 | ||||||
| Number | \$ | Number | \$ | ||||
| Issued and paid-up ordinary share capital | |||||||
| Balance at the beginning of the year | 162,352,134 | 136,823,139 | 171,713,710 | 145,370,769 | |||
| Shares issued during the year: | |||||||
| - executive and non-executive long term incentive plan | 3,105,000 | ||||||
| - reclassification from employee equity benefit reserve | 273,759 | ||||||
| - dividend reinvestment plan | 417,041 | 732,046 | |||||
| - transaction cost of share placement | (3,481) | ||||||
| - tax benefit of transaction costs | 1,044 | ||||||
| Shares bought back on market | (19,503,513) | (14,195,172) | (9,778,617) | (12,655,998) | |||
| Balance at the end of the year | 142,848,621 | 122,627,967 | 162,352,134 | 136,823,139 | |||
On 24 November 2008 CVC received approval from shareholders to undertake an on-market share buy-back scheme for a duration of 12 months and limited to 55,000,000 ordinary shares. At the date of this report 8,059,495 shares had been bought back under this scheme.
| Consolidated | The Company | ||||
|---|---|---|---|---|---|
| 2008 2009 |
2009 | 2008 | |||
| \$ | \$ | \$ | \$ | ||
| RETAINED PROFITS NOTE 21: |
|||||
| Retained profits at the beginning of the year Net (loss)/profit attributable to members of the parent |
99,069,611 | 113,202,090 | 64,802,127 | 24,382,046 | |
| company | (66,624,934) | 1,152,985 | (45,889,050) | 55,705,545 | |
| Dividends | (4,830,176) | (15,285,464) | (4,830,176) | (15,285,464) | |
| Retained profits at the end of the year | 27,614,501 | 99,069,611 | 14,082,901 | 64,802,127 |
NOTE 22: MINORITY INTEREST
Reconciliation of minority interest in controlled entities:
| Consolidated | ||
|---|---|---|
| 2009 | 2008 | |
| \$ | - \$ |
|
| Balance at the beginning of the year | 65,997 | 97,227 |
| Share of net loss | (741,753) | (30,182) |
| Acquisitions of interests in controlled entities | 8,878,903 | |
| Revaluation of investments | 328 | (1,048) |
| Balance at the end of the year | 8,203,475 | 65,997 |
The minority interest at the end of the year comprises interests in:
| 65,997 |
|---|
| (592,560) |
| (160) |
| 658,717 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 23: OTHER RESERVES
| Consolidated Year ending 30 June 2009 Reserves at the beginning of the year (996,541) 39,529,888 (48,997) Share based payments (73,891) Equity accounted share of reserves 170,111 (297,569) (13,882) Net unrealised loss on "available-for-sale" investments (32,675,374) 762,479 Net unrealised loss on "available-for-sale" investments — minority interest (328) Realised loss on "available-for-sale" investments reclassified to the income statement (11,375,278) 502,336 Tax effect of net loss on "available-for-sale" investments 12,572,074 (379,445) Reserves at the end of the year 7,753,413 (136,770) 58,940 Year ending 30 June 2008 Reserves at the beginning of the year 86,164,237 330,622 Share based payments 48,954 Reclassification to contributed equity (273,759) Equity accounted share of reserves 550,766 (154,814) (219,073) Net unrealised loss on "available-for-sale" investments (48,956,228) (1,030,522) Net unrealised loss on "available-for-sale" investments — minority interest 1,370 Realised loss on "available-for-sale" investments reclassified to the income statement (19,510,908) (80,146) Net realised loss on "available-for-sale" investments — minority interest 59 Tax effect of net loss on "available-for-sale" investments 333,200 21,280,973 Tax effect of net loss on "available-for-sale" investments — minority interest (381) |
Asset Revaluation Reserve |
Employee Equity Benefit Reserve |
Foreign Exchange Translation Reserve |
Total |
|---|---|---|---|---|
| 38,484,350 | ||||
| (73,891) | ||||
| (141,340) | ||||
| (31,912,895) | ||||
| (328) | ||||
| (10,872,942) | ||||
| 12,192,629 | ||||
| 7,675,583 | ||||
| 86,494,859 | ||||
| 48,954 | ||||
| (273,759) | ||||
| 176,879 | ||||
| (49,986,750) | ||||
| 1,370 | ||||
| (19,591,054) | ||||
| 59 | ||||
| 21,614,173 | ||||
| (381) | ||||
| Reserves at the end of the year 39,529,888 (48,997) (996,541) |
38,484,350 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 23: OTHER RESERVES (CONTINUED)
| Asset Revaluation Reserve |
Employee Equity Benefit Reserve |
Foreign Exchange Translation Reserve |
Total | |
|---|---|---|---|---|
| The Company | \$ | \$ | \$ | \$ |
| Year ending 30 June 2009 | ||||
| Reserves at the beginning of the year | 47,028,395 | 73,891 | (777,468) | 46,324,818 |
| Share based payments | (73,891) | - | (73,891) | |
| Net unrealised loss on "available-for-sale" investments Realised loss on "available-for-sale" investments |
(45,259,958) | 762,479 | (44,497,479) | |
| reclassified to the income statement | (13,312,962) | 502,336 | (12,810,626) | |
| Tax effect of net loss on "available-for-sale" investments | 16,499,682 | (379,445) | 16,120,237 | |
| Reserves at the end of the year | 4,955,157 | 107,902 | 5,063,059 | |
| Year ending 30 June 2008 | ||||
| Reserves at the beginning of the year | 91,641,273 | 298,696 | 91,939,969 | |
| Share based payments | 48,954 | 48,954 | ||
| Reclassification to contributed equity | - | (273,759) | - | (273,759) |
| Net unrealised loss on "available-for-sale" investments Realised loss on "available-for-sale" investments |
(53,072,901) | (1,030,522) | (54,103,423) | |
| reclassified to the income statement | (12,191,484) | (80,146) | (12,271,630) | |
| Tax effect of net loss on "available-for-sale" investments | 20,651,507 | 333,200 | 20,984,707 | |
| Reserves at the end of the year | 47,028,395 | 73,891 | (777,468) | 46,324,818 |
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 for CVC and associated entities provided to employees, including key management personnel, as part of their remuneration.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 24: NOTES TO THE CASH FLOW STATEMENTS
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:
| The Company | Consolidated | |||||
|---|---|---|---|---|---|---|
| 2008 | 2009 | 2008 | 2009 | |||
| \$ | \$ | \$ | \$ | |||
| 50,918,226 | 62,503,471 | 51,936,285 | 66,113,849 | Cash and cash equivalents | ||
| Reconciliation of Profit after Income Tax to Cash from Operating Activities 24.2 |
||||||
| 55,705,545 | (45,889,050) | 1,122,803 | (67,366,687) | Net (loss)/profit | ||
| Add/ (less) non-cash items: | ||||||
| (15,702) | 9,219,508 | 7,142,200 | Share of equity accounted (profits)/losses | |||
| Depreciation and amortisation of property plant and | ||||||
| - | 36,996 | 25,055 | equipment | |||
| 117,000 | 58,500 | Amortisation of intangibles | ||||
| 13,176,406 | 64,382,641 | 14,757,085 | 84,361,979 | Impairment expenses on assets | ||
| (1,265,984) | (801,563) | (22,333) | - | Impairment recoveries | ||
| (5,559,979) | (19,076,841) | (9,881,817) | (18,335,724) | Profit on disposal of investments | ||
| 230,854 | (30,488) | 230,854 | (30,488) | Net foreign current loss | ||
| (819,563) | (2,698,762) | (3,195,956) | (3,868,162) | Interest income not received | ||
| 359,953 | 359,953 | 545,952 | Interest expense not paid | |||
| (55,882,052) | 151,513 | - | 155,686 | Dividend income not received | ||
| (1,005,652) | (1,094,888) | (9,092) | Option income not received | |||
| (186,814) | (4,526,763) | (167,331) | (4,525,892) | Movement in current tax liabilities | ||
| (6,068,409) | 2,806,057 | (4,474,938) | 5,287,838 | Movement in deferred tax assets and liabilities | ||
| 48,954 | (73,891) | 48,954 | (73,891) | Equity remuneration | ||
| Changes in operating assets and liabilities: | ||||||
| 255,948 | 1,296,259 | 60,266 | 1,453,622 | Trade and other receivables | ||
| 1,605,677 | (790,593) | 1,160,845 | (2,010,541) | Trade and other payables | ||
| 35,524 | 1,765 | Provisions | ||||
| (31,289) | (94,565) | (18,081) | 99,894 | Other assets | ||
| 547,893 | (5,346,046) | 8,294,444 | 2,912,014 | Net cash provided by/(used in) operating activities | ||
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 24: NOTES TO THE CASH FLOW STATEMENTS (CONTINUED)
| 2008 | ||
|---|---|---|
| \$ \$ |
\$ | \$ |
| 2009 NOTE 24: NOTES TO THE CASH FLOW STATEMENTS (CONTINUED) |
CVC LIMITED (AND ITS CONTROLLED ENTITIES) Consolidated 2008 |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED) The Company 2009 |
| Total facilities available: | |||
|---|---|---|---|
| Secured bank loan | 14,200,000 | 2,113,032 | |
| Total facilities used: | |||
| Secured bank loan | 14,200,000 | 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 | The Company | ||||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | ||
| \$ | \$ | \$ | \$ | ||
| Audit or review of the financial report | 166,410 | 109,348 | 100,500 | 89,248 |
The Auditors received no other benefits.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 26: COMMITMENTS AND CONTINGENCIES
26.1 Operating Lease Commitments
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| \$ | \$ | \$ | \$ | |
| Non-cancellable operating lease expense | ||||
| Commitments | ||||
| Future operating lease commitments not provided for | ||||
| in the financial statements and payable: | ||||
| - within one year | 406,458 | 373,811 | ||
| - later than one year but not later than five years | 1,010,787 | 1,355,547 | ||
| 1,417,245 | 1,729,358 | |||
26.2 Contingencies
Audit by Australian Taxation Office
The Australian Taxation Office is in the process of completing the audit of tax returns for the years ended 30 June 2004 and 2005 of CVC Limited as part of its Compliance Assurance Program to review the tax affairs of small to medium taxpaying enterprises.
Litigation
CVC has commenced proceedings against Trinity Group (ASX: TCQ) seeking performance of obligations to acquire units in a property trust from CVC. If CVC is unsuccessful in their proceedings, CVC will be responsible for part of Trinity Group's legal costs, which is not possible to quantify at the date of this report.
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.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 27: OPERATIONS BY SEGMENTS (CONTINUED)
| Year Ended 30 June 2009 | Private Equity and Venture Capital \$'000's |
Listed Investments \$'000's |
Property \$'000's |
Funds Management \$'000's |
Corporate Finance \$'000's |
Unallocated, Corporate and Tax \$'000's |
Eliminations \$'000's |
Consolidated \$'000's |
|---|---|---|---|---|---|---|---|---|
| Income: | ||||||||
| Revenues from external customers | 1,743 | 20,848 | 7,043 | 2,603 | 4,229 | - | 36,466 | |
| Inter-segment revenue | 469 | 9,597 | (10,066) | - | ||||
| Operating revenues | 1,743 | 20,848 | 7,512 | 12,200 | 4,229 | (10,066) | 36,466 | |
| Equity accounted income | (421) | (6,365) | (246) | (110) | (7,142) | |||
| Total income | 1,322 | 14,483 | 7,266 | 12,090 | 4,229 | (10,066) | 29,324 | |
| Results: | ||||||||
| Result before non-cash items | 1,315 | 14,483 | 4,744 | 2,485 | (6,031) | 16,996 | ||
| Equity remuneration | - | 74 | 74 | |||||
| Option income | - | - | 9 | 9 | ||||
| Depreciation | (3) | - | (22) | (25) | ||||
| Amortisation of intangibles | - | (59) | (59) | |||||
| Impairment expenses | (6,005) | (47,057) | (20,851) | (10,449) | - | (84,362) | ||
| Segment result | (4,690) | (32,574) | (16,110) | (8,014) | (5,979) | (67,367) | ||
| Assets: | ||||||||
| Segment assets exduding equity accounted investments | 9,430 | 43,062 | 45,088 | 3,005 | 66,973 | 167,558 | ||
| Equity accounted investments | 13,813 | 13,448 | 2,450 | 29,711 | ||||
| Segment assets | 23,243 | 56,510 | 45,088 | 5,455 | 66,973 | 197,269 | ||
| Liabilities: | ||||||||
| Segment liabilities | 61 | 23,653 | 156 | 7,277 | 31,147 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 27: OPERATIONS BY SEGMENTS (CONTINUED)
| Year Ended 30 June 2008 | Private Equity and Venture Capital |
Listed Investments |
Property | Funds Management |
Corporate Finance |
Unallocated, Corporate and Tax |
Eliminations | Consolidated |
|---|---|---|---|---|---|---|---|---|
| \$'000's | \$'000's | \$'000's | \$'000's | \$'000's | \$'000's | \$'000's | ||
| Income: Revenues from external customers |
927 | 15,005 | 6,781 | 1,812 | 1,601 | 4,924 | - | 31,050 |
| Inter-segment revenue | - | 12,588 | (12,588) | - | ||||
| Operating revenues | 927 | 15,005 | 6,781 | 14,400 | 1,601 | 4,924 | (12,588) | 31,050 |
| Equity accounted income | (4,498) | (1,348) | (2868) | (506) | (9,220) | |||
| Total income | (3,571) | 13,657 | 3,913 | 13,894 | 1,601 | 4,924 | (12588) | 21,830 |
| Results: | ||||||||
| Result before non-cash items | (3,593) | 13,347 | 3,435 | 1,218 | 907 | (396) | - | 14,918 |
| Impairment recoveries | 22 | - | - | 22 | ||||
| Option income | 311 | 89 | 694 | 1,094 | ||||
| Depreciation | (15) | (22) | - | (37) | ||||
| Amortisation of intangibles | - | (117) | - | (117) | ||||
| Impairment expenses | (2,138) | (9,357) | (3,250) | - | (12) | - | (14,757) | |
| Segment result | (5,709) | 4,301 | 170 | 1,168 | 1,601 | (408) | 1,123 | |
| Assets: | 137,000 | 39,540 | 11,669 | 60,877 | 260,141 | |||
| Segment assets exduding equity accounted investments Equity accounted investments |
11,055 21,561 |
30,745 | 3,015 | 645 | 55,966 | |||
| Segment assets | 32,616 | 167,745 | 42,555 | 12,314 | 60,877 | 316,107 | ||
| Liabilities: Segment liabilities |
2,045 | 11,126 | 458 | 28,035 | 41,664 | |||
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (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 (resigned 24 February 2009)
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 Loans with Related Parties
The following represent loans to and from related parties with CVC and its controlled entities during the financial year.
| 2009 | 2008 | Interest Rate |
|
|---|---|---|---|
| \$ | \$ | 0/0 | |
| Loans Receivable | |||
| CVC Sustainable Investments No.2 Limited | 1,002,871 | 2,048,516 | 10.0% |
| Frenchs Forest No. 1 Trust (a) | 2,562,722 | 10.0% | |
| CVC Shepparton Pty Limited | 688,500 | 1,286,920 | 20.0% |
| CVC Geelong Unit Trust | 11,297,766 | 9,065,456 | 20.0% |
| Impairment of loan — CVC Geelong Unit Trust | (1,914,554) | ||
| CVC Wagga Wagga Unit Trust | 5,405,022 | 6,129,633 | 20.0% |
| CVC REEF Limited (b) | 1,889,224 | 2,446,839 | 6.5% |
| Impairment of loan - CVC REEF Limited | (1,033,738) | (1,276,465) | |
| Concise Asset Management Limited | 621,352 | 8.5% | |
| Impairment of loan — Concise Asset Management Limited | (621,352) | ||
| Loans Payable | |||
| Winten (No. 20)Pty Limited | 7,506,299 | 6,556,467 | 10% |
(a) Frenchs Forest No. 1 Trust became a controlled entity of CVC on 30 September 2008.
(b) The loan to CVC REEF Limited is unsecured.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 28: RELATED PARTY INFORMATION (CONTINUED)
28.4 Other Transactions
The following represent amounts paid and received from related parties to CVC and its controlled entities during the financial year.
| 2009 | 2008 | |||
|---|---|---|---|---|
| Paid | Received | Paid | Received | |
| \$ | \$ | \$ | \$ | |
| Management fees: | ||||
| CVC Private Equity Limited (a) | 517,767 | 518,428 | ||
| CVC Sustainable Investments Limited | 182,775 | 147,517 | ||
| CVC Sustainable Investments No. 2 Limited | 182,963 | 142,644 | ||
| CVC Reef Investment Managers Pty Limited | 80,000 | - 159,000 |
||
| CVC Property Fund (a) | 45,000 | |||
| Frenchs Forest No.1 Trust | 10,107 | - | ||
| Cellnet Group Limited | 54,500 | 451,683 | ||
| Cyclopharm Limited | 40,724 | - | ||
| The Environmental Group Limited | 71,479 | - | 22,546 | |
| Mercury Mobility Limited | 25,000 | - | 120,000 | |
| GPG No.7 Pty Ltd | 561,749 | |||
| CVC Geelong Unit trust | 50,000 | - | ||
| Pro-Pac Packaging Limited | 40,500 | |||
| Vita Life Sciences Limited | - | 27,186 | ||
| Silver Bird Group | - | 311,304 | ||
| Leagou Pty Limited (b), (c) | - | - | 90,909 | |
| Wenola Services Pty Limited (c) | 200,000 | 200,000 | ||
| Southseas Nominees Pty Limited (b) | 100,000 | 100,000 | ||
| Melbourne Corporation of Australia Pty Limited (b) | 100,000 | 100,000 | ||
| Other services | ||||
| Melbourne Corporation of Australia Pty Limited (b) | ||||
| - Taxation | 53,282 | |||
| - Secretarial | 44,100 | 44,100 |
(a) Represents amounts received prior to becoming a controlled entity of CVC.
(b) Private companies associated with Mr Gould.
(c) Private company associated with Mr Leaver.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 29: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE
CVC's activities expose it to a variety of financial risks: market risk (including market price risk, interest rate risk and currency risk), credit risk and liquidity risk. CVC's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.
The Group uses different methods to measure different types of risk to which it is exposed. These methods indude sensitivity analysis in the case of interest rate, foreign exchange and price risk.
The responsibility for operational risk management resides with the Board of Directors who seek to manage the exposure of the Group. There have been no significant changes in the types of financial risks; or CVC's risk management program (induding methods used to measure the risks) since the prior year.
29.1 Interest Rate Risk
The Company and CVC's exposure to interest rate risks of financial assets and liabilities, both recognised and unrecognised at the balance date are as follows:
| Consolidated | The Company Fixed Interest |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | Floating Interest Rate |
1 Year or Less |
Fixed Interest 1 to 5 Years |
Over 5 Years | Non Interest Bearing |
Total | Floating Interest Rate |
1 Year or Less |
1 to 5 Years | Non Interest Bearing |
Total | |
| 2009: | \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ | |
| Financial assets | ||||||||||||
| Cash and cash equivalents | 24 | 2,910,136 | 63,203,213 | 500 | 66,113,849 | 1,357,989 | 61,145,482 | 62,503,471 | ||||
| Trade and other receivables | 8 | 19,994,405 | 1,858,357 | 2,544,189 | 24,396,951 | 26,092,572 | 1,858,357 | 15,364,651 | 43,315,580 | |||
| Financial liabilities | 38,116,058 | |||||||||||
| Trade and other payables | 17 | 884,846 | 884,846 | 38,116,058 | ||||||||
| Interest bearing liabilities | 19 | 14,200,000 | 2,210,535 | 7,033,402 | 23,443,937 | 2,210,535 | 2,210,535 | |||||
| 2008: | ||||||||||||
| Financial assets | ||||||||||||
| Cash and cash equivalents | 24 | 3,317,450 | 48,618,273 | 562 | 51,936,285 | 2,320,677 | 48,597,491 | 58 | 50,918,226 | |||
| Trade and other receivables | 8 | 38,104,391 | 1,170,374 | 4,235,999 | 43,510,764 | 24,103,521 | 1,170,374 | 26,256,233 | 51,530,128 | |||
| Financial liabilities | ||||||||||||
| Trade and other payables | 17 | 2,280,120 | 2,280,120 | 32,603,968 | 32,603,968 | |||||||
| Interest bearing liabilities | 19 | 4,806,727 | 6,318,965 | 11,125,692 | 2,693,695 | 2,693,695 |
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 29: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED)
29.1 Interest Rate Risk (Continued)
CVC holds a significant amount of cash balances which is exposed to movements in interest rates. To reduce the risk CVC typically deposits uncommitted cash with financial institutions at fixed rates with maturity of between 30 — 90 days. Interest bearing loans and receivables are made at fixed rates and interest bearing loans have fixed interest rates. CVC is not charged an interest rate on outstanding trade and other payable balances. CVC enters into loans and borrowings with fixed rates of interest when it is considered commercial and necessary to manage cashflows.
Sensitivity
At reporting date, if interest rates had been 50basis points higher (2008: 25 basis points higher/(lower) )and the other variables were held constant, then the impact of the Group would be:
| Consolidated | The Company | |||||
|---|---|---|---|---|---|---|
| Increase of 50 by \$ |
25 by \$ |
Increase of Decrease of 25 by \$ |
Increase of 50 by \$ |
25 by \$ |
Increase of Decrease of 25 by \$ |
|
| 2009 | ||||||
| Net profit/(loss) | 172,104 | 234,308 | ||||
| Equity increase/(decrease) 2008 |
172,104 | 234,308 | ||||
| Net profit | 118,032 | (118,032) | 116,189 | (116,189) | ||
| Equity increase | 118,032 | (118,032) | 116,189 | (116,189) |
29.2 Price Risk
CVC has investments in listed securities which could be adversely affected if general equity market values were to decline. CVC also has investments in unlisted securities however these are less susceptible to movements in value as a result of market sentiment as they are valued based on operational fundamentals. CVC does not hedge its exposure to the risk of a general decline in equity market values, believing that such strategies are not cost-effective.
Sensitivity
At reporting date, if equity prices had been 10% higher/(lower) while all other variables were held constant the impact would be:
| Consolidated | The Company | ||||
|---|---|---|---|---|---|
| Increase of 10% | Decrease of 10% | Increase of 10% | Decrease of 10% | ||
| \$ | \$ | \$ | \$ | ||
| 2009 | |||||
| Net profit/(loss) | 941,336 | (941,336) | - | ||
| Equity increase/(decrease) | 3,139,378 | (3,139,378) | 2,814,889 | (2,814,889) | |
| 2008 | |||||
| Net profit/(loss) | 284,137 | (284,137) | |||
| Equity increase/(decrease) | 10,137,149 | (10,137,149) | 11,693,211 | (11,693,211) |
29.3 Credit Risk Exposure
Credit risk refers to the loss that CVC would incur if a debtor or a counterpart)/ fails to perform under its obligations. The carrying amounts of financial assets recognised in the balance sheet best represent CVC's and the Company's maximum exposure to credit risk at reporting date. CVC seeks to limit its exposure to credit risk by performing appropriate background investigations on counterparties before entering into arrangements with them and to seek collateral with a value in excess of the counterparty's obligations to CVC, providing a "margin of safety" against loss.
CVC's significant concentration of credit risk relates to deposits held with financial institutions, which is mitigated by the requirement that deposits are only held with institutions with an "investment grade" credit rating, and loans made to various entities, which are mitigated by collateral held with a value in excess of the counterparty's obligations to CVC, providing a "margin of safety" against loss.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 29: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED)
29.3 Credit Risk Exposure (Continued)
CVC minimises concentrations of credit risk in relation to trade receivables by undertaking transactions with a number of counterparties, and is managed through normal payment terms of 30 days. At reporting date there are no overdue trade debtors.
29.4 Liquidity Risk
CVC manages liquidity risk by maintaining sufficient cash balances and holding liquid investments that could be realised to meet commitments. CVC continuously monitors forecast and actual cash flows and matches the maturity profiles of financial assets and liabilities.
The following table details CVC's and the Company's contractual liabilities.
Consolidated Less than 6 months 6 months to 1 Year 1 to 5 Years Greater than 5 Years Total \$ \$ \$ \$ \$ 2009 Trade and other payables 884,846 - - 884,846 Interest bearing liabilities 1,630,596 579,939 14,200,000 7,033,402 23,443,937 2008 Trade and other payables 2,280,120 - - 2,280,120 Interest bearing liabilities 2,693,695 8,431,997 11,125,692 The Company Less than 6 months 6 months to 1 Year 1 to 5 Years Greater than 5 Years Total \$ \$ \$ \$ \$ 2009 Trade and other payables 1,331,039 - 36,785,019 38,116,058 Interest bearing liabilities 1,630,596 579,939 2,210,535 2008 Trade and other payables 1,808,114 - 30,795,854 - 32,603,968 Interest bearing liabilities - 2,693,695 - 2,693,695
29.5 Currency Risk
Currency risk is measured using sensitivity analysis. A portion of CVC investments are in companies listed on foreign exchanges and so is exposed to a decline in the values of those currencies relative to the Australia dollar. Considering the quantum of the investments in absolute terms as well as relative terms compared to CVC's total investment portfolio it is not cost-effective to hedge against foreign exchange fluctuations.
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 29: ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE (CONTINUED)
29.5 Currency Risk (Continued)
Foreign currency sensitivity
CVC is exposed to the Malaysian ringgit (MYR) and the United States dollars (USD). The following table details CVC's sensitivity to a 10% change in the Australian dollar against the respective currencies with all other variables held constant as at reporting date for unhedged foreign exchange exposure. A positive number indicates an increase in net profit/equity.
A sensitivity of 10% has been selected as this is considered reasonable given the current level of exchange rates and the volatility observed on a historic basis and market expectations for future movement.
| Consolidated | The Company | ||||
|---|---|---|---|---|---|
| Increase in | Decrease in | Increase in | Decrease in | ||
| AUD of 10% | AUD of 10% | AUD of 10% | AUD of 10% | ||
| \$ | \$ | \$ | \$ | ||
| MYR | |||||
| 2009 | |||||
| Net profit/(loss) | |||||
| Equity increase/(decrease) | (580,748) | 738,449 | (580,748) | 738,449 | |
| 2008 | |||||
| Net profit/(loss) | |||||
| Equity increase/(decrease) | (538,554) | 672,909 | (538,554) | 672,909 | |
| USD | |||||
| 2009 | |||||
| Net profit/(loss) | |||||
| Equity increase/(decrease) | |||||
| 2008 | |||||
| Net profit/(loss) | |||||
| Equity increase/(decrease) | (383,966) | 469,292 | (383,966) | 469,292 |
29.6 Fair Value of Financial Assets and Liabilities
Investments are carried at their fair value in accordance with the valuation policy disclosed in Note 1.
Other financial assets and liabilities are carried at values which are consistent with fair values.
NOTE 30: EMPLOYEE ENTITLEMENTS
Aggregate liability for employee entitlements including on-costs:
| Consolidated | The Company | ||||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | ||
| \$ | \$ | \$ | \$ | ||
| Current | 188,986 | 199,199 | |||
| Non-current | 35,926 | 23,948 | .1. | ||
| Number of employees at year-end | 8 | 11 | |||
(AND ITS CONTROLLED ENTITIES)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
NOTE 31: EVENTS SUBSEQUENT TO YEAR END
Other than as set out above, there are no other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in future financial years.
NOTE 32: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
CVC makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
32.1 Loans to other corporations
An impairment has been raised against certain loans to other corporations of \$11,571,568 that have a carrying value of \$16,089,239. The recoverable amount has been assessed in note 8.
32.2 Loans to related entities
CVC has provided a loan of \$1,889,223 to CVC REEF Limited, a public investment company which Mr Gould is a director. CVC REEF Limited is a venture capital fund established to increase investment in renewable energy and enabling technologies through the provision of equity finance under the Australian Government's REEF program.
CVC has provided a subordinated loan of \$621,352 to Concise Asset Management Limited, a boutique fund manager focused on investments in ASX listed entities of which CVC holds a 49% interest and Mr Beard is a director.
CVC has provided loans with a total carrying value of \$17,391,288 to CVC Geelong Unit Trust, CVC Shepparton Pty Limited and CVC Wagga Wagga Unit Trust which are focused on the development of bulky goods properties which CVC holds a 50% interest and Mr Beard is a director.
The recoverable amounts of the loans have been assessed in note 8.
32.3 Available-for-sale investment
Certain available-for-sale investments with a carrying value of \$10,648,015 that are revalued through reserves have been considered to have experienced a significant or prolonged fall in share price below cost. An impairment loss has been raised and transferred from reserves to the profit and loss statement. The recoverable amount has been assessed in note 9.
32.4 Investments accounted for using the equity method — listed investments
The investment in Cellnet Group Limited has a carrying value of \$7,196,621 following an impairment charge of \$1,426,584, Mercury Mobility Limited has a carrying value of \$1,676,144 following an impairment charge of \$1,803,412 and Pro-Pac Packaging Limited has a carrying value of \$4,574,885 following an impairment charge of \$9,604,768.
32.5 Absence of active market
In calculating the fair value of Cellnet Limited, Pro-Pac Packaging Limited and Mercury Mobility Limited CVC has determined that an active market does not exist for significant holdings because each company does not trade on a daily basis; each trade that is executed, excluding those by CVC, is small in size; and the market capitalization is small such that larger institutions do not hold significant shareholdings. However the active market in small amounts of trading does provide a guide for valuation in that it indicates whether or not the market values the intangible assets of an entity. This factor has been used in determining the valuation in note 11.
32.6 Investments accounted for using the equity method — unlisted investments
The investment in GPG (No. 7) Pty Limited has a carrying value of \$8,470,000 following an impairment charge of \$4,534,201. CVC has discounted net tangible asset backing by 20% to reflect the current trading environment. If the discount is +/- 10% the impact on the carrying value of GPG (No. 7) Pty Limited is +/- \$1,047,420. Concise Asset Management Limited has a carrying value of nil following an impairment charge of \$452,587. The recoverable amount has been assessed in note 11.
32.7 Property
The property at Narabang Way, Belrose NSW has a carrying value of \$8.5 million following an impairment of \$1,000,000. The recoverable amount has been assessed in note 14.
(AND ITS CONTROLLED ENTITIES)
DIRECTORS' DECLARATION
For the Year Ended 30 June 2009
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 2009 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 2009.
- (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 28 August 2009.
Signed in accordance with a resolution of the Board of Directors.
ADH Bead JD Read
Director Director
Accountants I Business and Financial Advisers
CVC LIMITED (AND ITS CONTROLLED ENTITIES)
INDEPENDENT AUDITOR'S REPORT FOR THE YEAR ENDED 30 JUNE 2009
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 2009, 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 52. 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.
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.
In Note 1.2, the directors state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that the financial report complies with Australian Accounting Standards which include Australian equivalents to International Financial Reporting Standards and with International Financial Reporting Standards.
Auditor's Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial 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.
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 28 August 2009, would be in the same terms if provided to the directors as at the time of this auditor's report.
HLB Mann Judd (NSW Partnership) ABN 34 482 821 289
Level 19 207 Kent Street Sydney NSW 2000 Australia I DX 10313 SSE I Telephone +61 (0)2 9020 4000 I Fax +61 (0)2 9020 4190 Email: mailboxmhlbnsw.com.au I Website: www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (NSW Partnership) is a member of in International. A world-wide organisation of accounting firms and business advisers.
HLB Mann Judd
CVC LIMITED
(AND ITS CONTROLLED ENTITIES)
INDEPENDENT AUDITOR'S REPORT FOR THE YEAR ENDED 30 JUNE 2009 (CONTINUED)
Auditor's Opinion
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 2009 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.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 6 to 7 of the directors' report for the year ended 30 June 2009.The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor's Opinion
In our opinion the Remuneration Report of CVC Limited for the year ended 30 June 2009 complies with section 300A of the Corporations Act 2001.
HLB MANN JUDD (NSW Partnership) Chartered Accountants
Sydney Mark D Muller
28 August 2009 Partner
(AND ITS CONTROLLED ENTITIES)
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of the Company is responsible for the corporate governance of CVC. The Board is required to act with integrity, honesty, in good faith and in the best interest of the Company as a whole in the execution of its duties including setting, guiding and monitoring the business and affairs of the Company, including compliance with regulatory, legal and ethical standards. The Board is responsible for the oversight of reporting to 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, |
|---|---|
| member of the audit committee | |
| 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 |
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.
The Board considers that CVC seeks to comply, where appropriate, with the Corporate Governance Principles and Recommendations issued by the ASX Corporate Governance Council. Where CVC does not comply, this is primarily due to the current size, scale and nature of the operations. The Council recognises that "a one size fits all" approach maybe inappropriate. Companies are at liberty to determine whether each recommendation is appropriate. 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. The Council has issued recommendations and require companies to adopt an 'if not why not' approach to reporting compliance, requiring companies to identify the recommendations that have not been followed and give reasons for not following them.
The Company chose to adopt selected recommendations throughout the financial year ended 30 June 2009, in particular those discussed in detail below:
Board Composition and Directors' Experience
The Board of the Company comprises four Directors.
The Chairman is responsible for leading the Board, ensuring the Board's activities are organised and efficiently conducted and for ensuring Directors are properly briefed for meetings. 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.
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.
The Managing Director is responsible for the management and operation of the Company. Those powers not specifically reserved to the Board and which are required for the management and operation of the Company, are conferred on the Managing Director.
Mr Read is chairman of the audit committee, but because he has been on the Board of the Company for more than twenty years, he is not considered independent. Further information in relation to the audit committee can be found in the Directors Report to the financial report.
The Board believes that the current structure of the Board operates effectively and efficiently, allowing 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.
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
For these reasons, the Company did not adopt the following recommendations throughout the financial year ended 30 June 2009:
- having a majority of independent Directors;
- having an independent Chairman;
- having an audit committee with an independent chairman, a majority of independent Directors or nonexecutive Directors;
- having a nomination committee of the Board; and
- having a remuneration committee of the Board.
Costs and Benefits of Compliance
A number of the 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.
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 considering the adoption and implementation of the following recommendations:
- 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.
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.
In respect of the year ended 30 June 2009, the Managing Director and the Chief Financial Officer have provided certifications to the Board in relation to the presentation of the financial reports and the operation of the risk management and internal control system.
The Company did not perform a performance evaluation of the Board and its members during the year ended 30 June 2009.
When applicable, 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.
In accordance with the ASX Continuous Disclosure requirements, the Company ensures that price sensitive information is released to the market on a timely basis. Additional information regarding the operation of CVC can be found at www.cvc.com.au.
ADDITIONAL INFORMATION
The following information was current as at 28 September 2009.
Distribution schedule
The distribution of shareholders and their shareholdings was as follows:-
| Category (size of holding) |
Number of ordinary shareholders | |
|---|---|---|
| 1 - 1,000 | 150 | |
| 1,001 - 5,000 | 519 | |
| 5,001 - 10,000 | 315 | |
| 10,001 - 100,000 | 459 | |
| 100,001 - over | 110 | |
| ──────── | ||
| Total | 1,553 | |
| ════════ | ||
| Unmarketable parcels | ||
| Minimum | Number of | |
| parcel size | shareholders | |
| Minimum \$500.00 parcel at \$0.57 per share | 878 | 82 |
On market share buy-back
The Company has a current on market share buy-back which commenced on 24 November 2008.
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:
| Shareholder | Number of ordinary shares in which interest held |
|---|---|
| Leagou Pty Limited | 20,704,611 |
| Penalton Pty Limited | 15,575,978 |
| Southsea (Aust.) Pty Limited | 13,346,138 |
| Derrin Brothers Properties Limited | 7,899,259 |
ADDITIONAL INFORMATION (CONTINUED)
20 largest shareholders - ordinary shares
As at 28 September 2009, the top 20 shareholders and their shareholdings were as follows:
| Shareholder | Shares held | % of issued capital held |
|---|---|---|
| Leagou Pty Limited | 20,704,611 | 14.70 |
| Penalton Pty Limited | 15,575,978 | 11.06 |
| Southsea (Aust.) Pty Limited | 13,346,138 | 9.48 |
| Derrin Brothers Properties Limited | 7,899,259 | 5.61 |
| Southgate Investment Funds Limited | 5,500,000 | 3.91 |
| Huang Xiao Sheung Limited | 4,264,368 | 3.03 |
| Abasus Investments Limited | 4,186,408 | 2.97 |
| RBC Dexia Investor Services Australia Nominees Pty Limited | 3,811,824 | 2.71 |
| JP Morgan Nominees Australia Limited | 3,679,569 | 2.61 |
| Chemical Trustee Limited | 3,566,556 | 2.53 |
| LJK Nominees Pty Limited | 3,000,000 | 2.13 |
| Fine Industrial Technology Limited | 2,095,205 | 1.49 |
| Cogent Nominees Pty Limited | 2,048,715 | 1.45 |
| Fadmoor Pty Limited | 2,000,000 | 1.42 |
| Dr Joseph David Ross | 2,000,000 | 1.42 |
| Pacific Securities Inc | 1,295,185 | 0.92 |
| Mr Alexander Beard | 1,293,136 | 0.92 |
| Warman Investments Pty Limited | 1,250,000 | 0.89 |
| Mr Nigel Cameron Stokes | 1,017,271 | 0.72 |
| National Nominees Limited | 992,787 ──────── |
0.70 ──────── |
| 99,527,010 ════════ |
70.67 ════════ |
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.