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CVC LIMITED Interim / Quarterly Report 2014

Feb 27, 2014

64728_rns_2014-02-27_dc31e2ae-5c70-49ca-b4dc-363271ec33ca.pdf

Interim / Quarterly Report

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RESULTS ANNOUNCEMENT FOR THE 6 MONTHS ENDED 31 DECEMBER 2013

INTRODUCTION

CVC Limited (ASX:CVC) [the Company] today reported a statutory net profit after tax attributable to shareholders of \$11.3 million (2012: profit of \$9.3 million) for the six months ended 31 December 2013, an improvement of 21.3% over the previous corresponding period. Total comprehensive income for the six month period was \$31.9 million an improvement of \$20.4 million (179.0%) over the previous corresponding period. Reflective of the significant improvement in comprehensive income, total shareholder returns for the period, as measured by Net Tangible Assets per share (NTA), increased by 23 cents per share in the six month period (2012: 6 cents) after providing for the payment of a dividend of 3 cents per share in September 2013. This represented a return on NTA of 18% (2012: 7%) for the six month period.

COMMENTARY

Highlights during the half year were:

Balance Sheet Strength

Shareholders' equity increased by \$27.3 million to \$199.3 million over the six month period, after dividend payments during the period of \$3.6 million. Closing cash balances grew by \$11.9 million to \$39.5 million as at 31 December 2013.

Listed Investments

The contribution from listed investments to comprehensive income for the six month period was \$27.4 million (2012: \$2.1 million). This contribution comprised \$6.6 million from realised profits and ASX listed investment revaluations of \$20.8 million.

The current period was significantly influenced by a partial realisation of CVC's shareholding in Villa World Limited (ASX:VLW) and Vita Life Sciences Limited (ASX:VSC). These two companies contributed \$5.3 million to comprehensive income during the six month period.

The market value of listed investments increased by \$20.8 million (2012: \$2.0 million), with significant contributions from holdings in Bionomics Limited (ASX:BNO), Villa World Limited, Buru Energy Limited (ASX:BRU) and Vita Life Sciences Limited amounting to \$19.1 million.

Property

Property investments contributed \$2.6 million (2012: \$3.1 million) to comprehensive income. This included interest related income generated from the provision of mezzanine finance facilities of \$2.8 million and net rental income, after interest related expenses, of \$1.0 million. In addition, impairments in relation to directly held properties totalled \$1.0 million.

During the period under review the residential joint venture project at Rockhampton, QLD, comprising 171 lots, commenced settlement of Stages 1 and 2. Development of Stage 3 commenced prior to the end of the period. Further, the property located at Richards Road, Riverstone, NSW, with a total land area of approximately 153 hectares, made significant progress towards being released for residential development.

Private Equity

The contribution to comprehensive income for the period was \$2.2 million (2012: \$6.3 million). Both Greens Foods Holdings Pty Limited and Ron Finemore Transport Pty Limited continued to deliver positive results.

Funds Management

The contribution to comprehensive income of \$1.0 million (2012: \$1.1 million) was consistent with the prior period.

Consolidated Trading Operations

Cellnet Group Limited (ASX:CLT) and Battery Energy Power Solutions Ptv Limited provided a combined contribution to comprehensive income of \$2.2 million (2012: \$2.4 million) for the six month period. Both companies continued to focus on operational improvements and working capital management.

2014 OUTLOOK

The growth in Net Tangible Assets during the period was underpinned in large part from increases in the value of key listed investments, including share price appreciation of Bionomics Limited, Villa World Limited, Buru Energy Limited and Vita Life Sciences Limited.

The volatility of listed equity markets and the influence of the consolidated trading results of investee companies makes it difficult for the Company to meaningfully forecast CVC's 2014 full financial year result.

CVC continues to focus on delivering pre-tax investment returns in excess of 15% per annum over the investment cycle.

CAPITAL MANAGEMENT

Since 1 July 2013, CVC has bought back on market 380,877 shares at an average price of \$1.08 per share.

A fully franked dividend of 3 cents per share was paid to shareholders on 17 September 2013 for the year ended 30 June 2013. On 14 February 2014, the Directors resolved to pay an interim dividend of 2 cents per share and, following a review of the capital structure, the Directors resolved to pay a further special dividend of 5 cents per fully paid ordinary share both payable on 5 March 2014.

ADH Beard Director 28 February 2014

Appendix 4D

Half-Yearly Report Results for announcement to the market

CVC Limited
ABN Half-Year ended
('Reporting Period')
Previous Half-Year ended
('Corresponding period')
34 002 700 361 31 December 2013 31 December 2012
Results
Revenue from ordinary activities up 25.6% to 77,082,944
Profit/(loss) before tax up 9.9% to 12,430,630
Profit/(loss) after tax attributable to members up 21.3% to 11,290,436
Net profit/(loss) attributable to members up 21.3% to 11,290,436

The preliminary half-yearly report is based on accounts which have been reviewed.

Dividends (distributions)

--------------------------------------- Amount per security Franked amount per
security
Interim dividend 2.0 cents 2.0 cents
Special dividend 5.0 cents 5.0 cents
Prior year interim dividend 2.0 cents 2.0 cents
Prior year final dividend 30 cents 3.0 cents

Information on dividends:

On 14 February 2014 the directors resolved to pay an interim dividend of 2 cents per share and following a review of the capital structure directors decided to resolve the pay a further special dividend of 5 cents per fully paid ordinary share both payable on 5 March 2014.

As previously advised the Dividend Reinvestment Plan has been suspended until such time as a there is a better correlation between the share price and the underlying net asset value of CVC Limited. As a result, the Dividend Reinvestment Plan will not be in operation.

Ex-Dividend date for the purpose of receiving the dividend 19 February 2014
Record date for determining entitlements to the dividend 25 February 2014
Payment Date 5 March 2014

Commentary

Brief explanation of any of the figures reported above:

Please refer to the attached commentary for a detailed review.

CVC LIMITED AND ITS CONTROLLED ENTITIES

HALF-YEAR FINANCIAL REPORT

For the half-year ended 31 December 2013

ACN 002 700 361

COMPANY PARTICULARS

CVC LIMITED

ACN 002 700 361

DIRECTORS

Vanda R Gould (resigned as Chairman 21 October 2013 and resigned as Director 29 November 2013) John S Leaver (resigned 29 November 2013) John D Read (appointed as Chairman 25 November 2013) Alexander D H Beard Jason Ters (appointed 29 November 2013)

SECRETARIES

Alexander D H Beard John A Hunter

MANAGEMENT TEAM

Mark A N Avery Alexander D H Beard Michael J Bower William J Highland

Joanne Hume John A Hunter Elliott G Kaplan Charles Williams

PRINCIPAL AND REGISTERED OFFICE

Level 42, 259 George Street SYDNEY NSW 2000 AUSTRALIA Telephone: $(02)$ 9087 8000 Facsimile: $(02)$ 9087 8088

SHARE REGISTRY

Gould Ralph Pty Limited Level 42, 259 George Street SYDNEY NSW 2000 AUSTRALIA Telephone: $(02)$ 9032 3000 Facsimile: $(02)$ 9032 3088

AUDITORS

HLB Mann Judd Chartered Accountants Level 19, 207 Kent Street SYDNEY NSW 2000 AUSTRALIA

BANKERS

Westpac Banking Corporation Limited Suncorp-Metway Limited Bank of Western Australia Limited National Australia Bank Limited Deutsche Bank Australia Limited

STOCK EXCHANGE LISTING Australian Securities Exchange Limited

CVC LIMITED & CONTROLLED ENTITIES DIRECTORS' REPORT

The directors present their report together with the consolidated financial report for CVC Limited and its controlled entities ("CVC") for the half-year ended 31 December 2013 and the independent review report thereon.

Directors

The directors of CVC throughout and since the end of the half-year are:

Vanda Russell Gould (resigned as Chairman 21 October 2013 and resigned as Director 29 November 2013) John Scott Leaver (Non Executive Director) (resigned 29 November 2013) John Douglas Read (Chairman and Non Executive Director) (appointed as Chairman 25 November 2013) Alexander Damien Harry Beard (Director and Company Secretary) Jason Ters (Non Executive Director) (appointed 29 November 2013)

There are a number of changes to the membership of Board of Directors. Messer Vanda Gould and John Leaver retired as directors and Mr Jason Ters was appointed as director on 29 November 2013. The information on Mr Ters is as following:

Iason Ters B.Bus (UTS), MAppFin (Macquarie Uni.)

Mr Ters has over 18 years' experience in the finance industry, predominantly in capital markets and investment management. He has held directorships in a number of Australian companies, both public and private.

Most recently, Mr Ters held the role of Investment Manager at Guinness Peat Group (Australia) (GPG). During his 13 years at GPG, Mr Ters was responsible for identifying suitable investments and developing and executing strategies to create or unlock value for investee companies. Mr Ters was also a core member of the management team responsible for implementing GPG's strategic plan to divest its investment portfolio valued at over \$1 billion.

Over the years Mr Ters has served as a director of Farm Pride Foods Limited, CPI Group Limited, Australian Wealth Management Limited (Alternate Director), Gosford Quarry Holdings Pty Limited and Green's General Foods Pty Limited.

Operating Results

The net profit after tax attributable to shareholders for the six months ended 31 December 2013 of CVC amounted to \$11.3 million (2012: profit \$9.3 million).

All segments of CVC continue to positively contribute to operating performance. The significant growth in Net Tangible Assets during the period can be attributed in large part to the share price appreciation of key listed investments, including Bionomics Limited, Villa World Limited, Buru Energy Limited and Vita Life Sciences Limited.

As always the results of CVC are significantly impacted by the timing of major investment realisations. The Board remains cognisant of the need to continue the development and attraction of investees so as to provide regular realisation opportunities. However, in pursuing this strategy the Board remains steadfastly committed to developing longer term value for shareholders rather than on timing realisations for accounting outcomes. During the period CVC has continued to be focused on the development of its core investments, assisting management to restructure and strengthen operations in the face of the current economic climate and to take advantage of opportunities presented to build the companies.

A more detailed review of operations and developments is included in the commentary that accompanies the ASX release of these results.

Dividends

Since the end of the period, the directors have determined to pay an interim dividend in respect of the year ended 30 June 2014 of 2 cents per share, and a special dividend of 5 cents per share, fully franked, payable on 5 March 2014. During the period, directors paid a final fully franked dividend in respect of the year ended 30 June 2013 of 3 cents per share on 17 September 2013.

CVC LIMITED & CONTROLLED ENTITIES DIRECTORS' REPORT

Events subsequent to balance date

Since the end of the period, the directors have determined to pay an interim dividend in respect of the year ended 30 June 2014 of 2 cents per share, and a special dividend of 5 cents per share, fully franked, payable on 5 March 2014.

There are no other matters or circumstances that have arisen since the end of the financial period which significantly affected or may significantly affect the operations of CVC, the results of those operations or the state of affairs of CVC in the financial period subsequent to 31 December 2013.

Auditor's Independence Declaration

A copy of the Independence Declaration given to the directors by the auditor for the review undertaken by HLB Mann Judd Chartered Accountants is included on page 22.

Signed and Dated Sydney this 28th day of February 2014 in accordance with a resolution of directors.

JOHN D Chairmar

ALEXANDER D. H. BEARD Director

CVC LIMITED & CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE FOR THE HALF-YEAR ENDED 31 DECEMBER 2013

Notes
31 Dec 2013 31 Dec 2012
\$ \$
INCOME
Revenue from services 991,395 1,075,624
Rental income 1,634,223 1,601,625
Outgoings recovered 277,190 297,613
Net gain on sale of equity investments 2,052,726 373,505
Interest income 3,522,989 4,737,560
Dividends received 206,062 632,163
Recovery of investments in associated entities 1,104,907 5,668,685
Recovery of investments in related entities 384,838 1,755,617
Recovery of investments in unrelated entities 5,096,207 212,719
Recovery of loans in associated entities 947,941
Recovery of loans in unrelated entities 168,302
Sale of goods 59,317,228 44,655,743
Net realised foreign exchange gain 58,065 240,170
Other income 190,086 259,329
Total income 75,004,218 62,458,294
Equity accounted profits
Share of net profit/(loss) of associates 7 2,078,726 (1,110,016)
EXPENSES
Net change in fair value of investment properties 10 1,036,596 266,748
Cost of goods sold 12 48,584,204 34,035,940
Audit fees 155,253 164,420
Depreciation expense 274.136 242,619
Directors fees 321,994 370,055
Employee costs 5,883,135 6,179,293
Finance costs 1,516,396 1,288,813
Impairment of listed investments 1,579,480 437,508
Impairment of investments in associated entities 779 249,254
Impairment of investments in related entities 857,530
Impairment of loans to associated entities 548,383
Insurance 201.644 196,768
Legal costs 45,451 74,084
Management and consultancy fees 176,463 293,970
Operating lease expense 817,656 683,588
Travel and accommodation 199,415 119,602
Other expenses 3,859,712 4,026,564
Total expenses 64,652,314 50,035,139
Profit before related income tax expense 12,430,630 11,313,139
Income tax (benefit)/expense 2 (109,300) 711,311
Net profit for the half-year 12,539,930 10,601,828
Net profit attributable to:
Members of the parent entity 18 11,290,436 9,310,112
Non-controlling interest 1,249,494 1,291,716
Net profit for the half-year 12,539,930 10,601,828
Basic and diluted earnings per share (cents) 4 9.31 7.62

The above statement of financial performance should be read in conjunction with the accompanying notes to the Half-Year Report.

j $\frac{1}{2}$

CVC LIMITED & CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2013

Notes
31 Dec 2013 31 Dec 2012
\$
Profit for the half-year 12,539,930 10,601,828
Other comprehensive income
Items that may be reclassified to profit or loss
- "Available-for-sale" investments:
- Increase in fair values recognised in other reserves 24, 104, 729 1,884,071
- Amounts transferred from other reserves to the income (3,319,815) 84,686
statement on sale
- Value of associates asset revaluation reserve recognised in other reserves
(9,301)
Other comprehensive income for the half-year, net of tax 20,784,914 1,959,456
Total comprehensive income for the half-year 33.324,844 12,561,284
Total comprehensive income for the half-year is attributable to:
Members of the parent entity 31,869,621 11,421,580
Non-controlling interest 1,455,223 1.139,704
33,324,844 12,561,284

$\ddot{\phantom{a}}$

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The above statement of comprehensive income should be read in conjunction with the accompanying notes to the Half-Year Report.

CVC LIMITED & CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2013

Notes
31 Dec 2013 30 Jun 2013
\$ \$
CURRENT ASSETS
Cash and cash equivalents 5 39,515,100 27,601,321
Loans and other receivables 6 40,697,788 44,981,992
Financial assets - "available-for-sale" 8 3,606,974
Financial assets - "at fair value through profit or loss" 9 1,641,133 2,025,775
Inventories 12 29,289,543 21,181,608
Current tax assets 864,508 199,944
Other assets 967,111 903,368
116,582,157 96,894,008
Assets classified as held for sale 13 3,600,000
Total current assets 120, 182, 157 96,894,008
NON-CURRENT ASSETS
Loans and other receivables 6 7,695,660 9,421,060
Financial assets - "available-for-sale" 8 79,062,607 41,616,876
Investments accounted for using the equity method 7 18,670,953 45,893,290
Property, plant and equipment 11 3,516,062 3,688,297
Investment properties 10 55,071,189 52,588,212
Intangible assets 150,000 150,000
Deferred tax assets 33,732 33,259
Total non-current assets 164,200,203 153,390,994
TOTAL ASSETS 284.382,360 250,285,002
CURRENT LIABILITIES
Trade and other payables 14 18,397,166 18,300,205
Interest bearing loans and borrowings 15 8,271,991 5,042,868
Provisions 16 1.092,711 999.542
Current tax liabilities 17,357 17,366
Total current liabilities 27,779,225 24,359,981
NON-CURRENT LIABILITIES
Trade and other payables 14 231,903 231,903
Interest bearing loans and borrowings 15 35,039,995 34,568,515
Provisions 16 672,844 774,004
Deferred tax liabilities 267,175 323,886
Total non-current liabilities 36,211,917 35,898,308
TOTAL LIABILITIES 63,991,142 60,258,289
NET ASSETS 220,391,218 190,026,713
EQUITY
Contributed equity 17 105,523,147 105,935,045
Retained profits 18 62,517,106 54,864,508
Other reserves 19 31,267,081 11,164,585
Parent entity interest 199,307,334 171,964,138
Non-controlling interest 21,083,884 18,062,575
TOTAL EQUITY 220,391,218 190,026,713

$\frac{1}{3}$

J,

The above statement of financial position should be read in conjunction with the accompanying notes to the Half-Year Report.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2013 CVC LIMITED & CONTROLLED ENTITIES

$\frac{1}{2}$

医三十二十四

$\frac{1}{2}$

$\ddot{\phantom{0}}$

Contributed
÷
equity
Retained
earnings
Asset
revaluation
Employee
equity benefit
Foreign exchange
translation
parent
Owners of the
Non-controlling
interest
Total
At 1 July 2013 105,935,045 54,864,508 10,698,989 198,585 267,011 171,964,138 18,062,575 190,026,713
Other comprehensive income
Profit for the half-year
11,290,436 20,440,841 138,344 11,290,436
20,579,185
205,729
1,249,494
12,539,930
20,784,914
Total comprehensive income for the half-year 11,290,436 20,440,841 138,344 31,869,621 1,455,223 33,324,844
Share of associates equity based remuneration recognised in other reserve
Other movements in equity:
18,542 18,542 18,542
Acquisition of interest in controlled entities
Transactions with shareholders:
(508,291) (508,291) 1,237,533 729,242
Employee share options 13,060 13,060 (6,502) 6,558
Shares bought back (412,529) 631
(412,529)
(412,529)
$\overline{5}$
Transaction with non-controlling interests
Tax Benefit of transaction costs
631 335,055 335,055
Dividend paid (3,637,838) (3,637,838) (3,637,838)
At 31 December 2013 105,523,147 62,517,106 30,631,539 230,187 405,355 199,307,334 21,083,884 220,391,218
At 1 July 2012 106,813,787 51,680,929 (66, 813) 320,402 (239) 158,748,066 14,630,843 173,378,909
Other comprehensive income
Profit for the half-year
9.310,112 2,146,346 (34, 878) 2,111,468
9,310,112
1,291,716
(152, 012)
1,959,456
10,601,828
Total comprehensive income for the half-year 9,310,112 2,146,346 (34, 878) 11,421,580 1,139,704 12,561,284
Share of associates equity based remuneration recognised in other reserve
Other movements in equity:
(61,626) (61, 626) (61, 626)
Acquisition of interest in controlled entities
Transactions with shareholders:
285,082 285,082 (191,968) 93,114
Employee share options (90,528) (90,528) (112, 819) (203,347)
Shares bought back (422, 982)
\$48
648
(422, 982)
\$
(422, 982)
Return of capital to non-controlling interest
Tax Benefit of transaction costs
(673,313) (673,313)
Dividend paid (3,669,197) (3,669,197) (248,294) (3,917,491)
At 31 December 2012 106,391,453 57,321,844 2,364,615 168,248 (35,117) 166,211,043 14,544,153 180,755,196

The above statement of changes in equity should be read in conjunction with the accompanying notes to the Half-Year Report.

$\infty$

$\overline{\phantom{a}}$

CVC LIMITED & CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2013

Notes
31 Dec 2013 31 Dec 2012
\$ S
CASH FLOWS FROM OPERATING ACTIVITIES
Cash receipts in the course of operations 68,978,404 52,131,880
Cash payments in the course of operations (69, 644, 164) (55, 169, 515)
Cash payments for land held for resale (3, 137, 657)
Proceeds on disposal of financial assets at fair value through profit or loss 336,468 1,172,461
Payment for financial assets at fair value through profit or loss (255, 267) (59,000)
Interest received 5,919,444 6,301.556
Interest paid (946, 819) (704, 714)
Dividends received 216,644 573,171
Income taxes paid (614, 720) (2,701,118)
Net cash flows provided by operating activities 5(b) 852,333 1,544.721
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for capital expenditure for investment properties (808, 355) (501, 872)
Payments for property, plant and equipment (101, 901) (11,609)
Payments for investment properties (9,400,000)
Payments for equity investments (9,347,870) (19,394,556)
Proceeds on disposal of equity investments 26,942,254 16,996,226
Proceeds on disposal of controlled entities, net of cash disposed 1,000 50
Loans provided (5,810,696) (11,576,170)
Loans repaid 10,975,817 11,120,405
Net cash flows provided by/(used in) investing activities 12,450,249 (3,367,526)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings (2,448,587)
Proceeds from borrowings 5,427,710
Dividends paid (3,637,838) (4,019,495)
Payments for share buybacks (788, 153) (450.593)
Net cash flows used in financing activities (1,446,868) (4,470,088)
Net increase/(decrease) in cash held 11,855,714 (6, 292, 893)
Foreign exchange gain on cash 58,065 240,170
Cash at the beginning of the half-year 27,601,321 43,458,535
CASH AT THE END OF THE HALF-YEAR 5(a) 39,515,100 37,405,812

The above statement of cash flows should be read in conjunction with the accompanying notes to the Half-Year Report.

$\overline{\phantom{a}}$

NOTE 1: BASIS OF PREPARATION

The half-year financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 June 2013 and any public announcements made by CVC during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

Certain comparatives balances have been changed in order to achieve consistency and comparability with the current period's amounts.

31 Dec 2013 31 Dec 2012
S \$
NOTE 2: INCOME TAX EXPENSE
Income tax expense:
Prima facie income tax expense at 30% on profit before income tax 3.729,189 3,393,942
Increase in income tax expense due to:
Sundry items 34.381 32,733
Trust loss not deductible 45,297
Decrease in income tax expense due to:
Franked dividends received (20,970) (111.936)
Trust profit not assessable (165, 835)
Sundry items (58, 932)
Tax losses recouped (472, 436)
Deferred tax balances not recognised (3,300,504) (2,446,403)
(43, 975) 702,501
Adjustment in respect of current income tax of previous years (65,325) 8,810
Income tax (benefit)/expense for the half-year (109,300) 711,311

NOTE 3: DIVIDENDS

Dividends proposed or paid and not provided for in previous periods by CVC are:

CVC paid a final dividend of 3 cents per share on 17 September 2013 in respect of the year ended 30 June 2013.

On 14 February 2014, CVC declared an interim dividend of 2 cents per share and a special dividend of 5 cents per share to be paid on 5 March 2014 to shareholders registered on 25 February 2014.

31 Dec 2013 30 Jun 2013
Dividend franking account
Franking credits available to shareholders for subsequent financial vears 15.055.998 16,664.374

The franking account is stated on a tax paid basis. The balance comprises the franking account at year-end adjusted for: franking credits that will arise from the payment of the amount of the provision for income tax $(a)$

franking debits that will arise from the refund of overpaid tax instalments paid $(b)$

franking debits that will arise from the payment of dividends recognised as a liability at the reporting date $(c)$

franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date $(d)$

franking credits that the entity may be prevented from distributing in subsequent years. $(e)$

The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends.

31 Dec 2013 31 Dec 2012
Cents Cents
9.31 7.62
9.31 7.62
\$ \$
12,539,930 10,601,828
(1.249, 494) (1.291, 716)
11,290,436 9,310.112
Number of Shares

122,132,253 121,216,636 Weighted average number of ordinary shares - Basic and Diluted 121,040,608 121,867,975 Number of shares on issue at the end of the half-year

NOTE 5: NOTES TO THE CASH FLOW STATEMENT

(a) Reconciliation of Cash and Cash Equivalents

For the purposes of the statement of cash flows, cash includes cash on hand and at bank and short-term deposits at call. Cash as at the end of the interim reporting period is reconciled to the related items in the statement of financial position as follows:

31 Dec 2013 30 Jun 2013
\$ S
Cash on deposit 39,186,533 24,251,321
Funds held by bank 328,567 3,350,000
Cash and cash equivalents 39,515,100 27,601,321

(b) Reconciliation of profit after income tax to the net cash provided by/ (used in) operating activities:

31 Dec 2013 31 Dec 2012
S \$
Profit after income tax 12,539,930 10,601,828
Add/(less) non-cash items:
Share of equity accounted (profits)/losses (2.078, 726) 1,110,016
Depreciation and amortisation of plant and equipment 274,136 242,619
Bad debts written off 5.150
Non-cash employee benefits expense-share based payments 3,179 (203, 347)
Impairment expenses on financial instruments 1,580,259 2,092,675
Impairment recoveries (6.754, 254) (8,584,962)
Net profit on disposal of investments (2.052,726) (373, 505)
Net change in fair value of investment properties 1,036,596 266,748
Interest income not received 2,396,455 1,563,997
Interest expense not paid 542,317 586,420
Dividend income 10,582 (58,992)
Foreign exchange profit on cash (58,065) (240, 170)
Movement in income tax provision (664, 573) (1,992,699)
Movement in deferred tax assets and liabilities (60.042) 2.336
Changes in assets and liabilities:
Inventories (5, 127, 934) (4,426,128)
Financial assets at fair value through profit or loss 81.202 1,113,461
Trade and other receivables (4.851.613) (4,670,833)
Trade and other payables 4,556,599 4,437,760
Provisions (7,991) (66, 249)
Other assets (512,998) 138,596
Net cash provided by operating activities 852,333 1,544,721
31 Dec 2013 30 Jun 2013
\$ 5
NOTE 6: LOANS AND OTHER RECEIVABLES
Current
Trade receivables 18,239,896 12,581,785
Allowance for impairment loss (87, 175) (112, 042)
Other receivables and prepayments 1,078,274 1,661,577
Loans to related entities 2,727,054 7,778,008
Impairment of loans to related entities (2,541,992)
Loans to other corporations 18,739,739 25,614,656
40,697,788 44,981,992
Non-Current
Loans to related entities 2,037,598 3,301,666
Loans to associated entities 2,011,098 1,937,613
Loans to other corporations 3,707,835 4,258,470
Impairment of loans to other corporations (60, 871) (76, 689)
7,695,660 9,421,060

NOTE 7: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Equity accounted shares in listed associated companies $\overline{\phantom{0}}$ 19.968.174
Equity accounted shares in other associated companies 18.670.953 25.925.116
18.670.953 45,893,290

Associated entities

Details of associated entities are as follows:

net profit/(loss) Contribution to
30 Jun 13 31 Dec 13 30 Jun 13 31 Dec 13 31 Dec 12
\$ \$ \$ \$
49.0 49.0 961,600 (143, 307)
n/a 23.5 569,100 - 1,631
n/a 50.0
(868, 532)
43.5 43.5 3.058,931 11,576,609 836,940 (1,121,865)
50.0 50.0 40,304 (40.305)
50.0 50.0 14,286,717 13,360,265 926,451 1,046,821
50.0 50.0 363,705 378,838 (15, 132) 58,253
n/a 23.9 19.968,174 514,079 (226, 324)
18,670,953 45.893,290 2,078,726 (1,110,016)
% Ownership at
end of half-year
31 Dec 13
Carrving value

(a) JAK Investment Group Pty Ltd, Ron Finemore Transport Pty Limited and Everten Group Pty Limited are not considered to be controlled entities of CVC as management of the companies is controlled by the holders of the remaining 50%.

CVC's holding in Villa World Limited fell below 20% on 4 November 2013. CVC ceased equity accounting effective 4 $(b)$ November 2013.

31 Dec 2013 30 Jun 2013
\$ \$
NOTE 8: FINANCIAL ASSETS - "AVAILABLE-FOR-SALE"
Current
Other investments - at cost 3,606,974
Non-Current
Shares in listed corporations - at market value 72,907,321 33,697,114
Other investments - at cost 7,048,247 8,949,079
Impairment of other investments - at cost (2,078,294) (2.035,581)
Public unlisted investments - at market value 1,185,333 1,006,264
Other investments - at market value 302,862 302,862
Impairment of other investments - at market value (302, 862) (302, 862)
79,062,607 41,616,876
NOTE 9: FINANCIAL ASSETS - "AT FAIR VALUE THROUGH PROFIT OR LOSS"
Current
Shares in listed corporations - at market value 1,641,133 2,025,775
NOTE 10: INVESTMENT PROPERTIES
Investment properties 55,071,189 52,588,212
Reconciliation:
Investment properties at beginning of the half-year 52,588,212 38,250,000
Additions - acquisition of properties 4,900,000 13,820,154
Additions - capital expenditure 2,219,573 994,077
Reclassification to held for sale (3,600,000)
(1.036, 596)
(476, 019)
Fair value adjustment
Total investment properties at the end of the half-year 55,071.189 52,588,212
NOTE 11: PROPERTY, PLANT AND EQUIPMENT
Total property, plant and equipment 3,516,062 3,688,297
Plant and equipment:
At cost 2,051,083 2,168,461
Accumulated depreciation (629,980) (575, 123)
Total plant and equipment 1,421,103 1,593,338
Properties:
At cost 94,959 94,95
At fair value 2,000,000 2,000,00
Total properties 2,094,959 2,094,95
31 Dec 2013 30 Jun 2013
\$
NOTE 11: PROPERTY, PLANT AND EQUIPMENT (CONT.)
Reconciliation:
Plant and equipment:
Carrying amount at the beginning of the half-year 1,593,338 2,036,320
Additions 102,419 62,077
Disposals (518) (18,027)
Depreciation (274, 136) (487,032)
Carrying amount at the end of the half-year 1,421,103 1,593,338
Properties:
Carrying amount at the beginning of the half-year
Additions
2.094,959 2,092,396
2,563
Carrying amount at the end of the half-year 2,094,959 2,094,959
NOTE 12: INVENTORIES
Current
Stock on hand 22,588,213 13,733,060
Stock in transit 737,932 185,501
Provision for obsolescence (2,286,074) (2,636,588)
Land and development held for resale 8,249,472 9,899,635
Total inventories at the lower of cost and net realisable value 29,289,543 21.181.608

Inventories recognised as an expense for the period ended 31 December 2013 totalled \$48,584,204 (2012: \$34,035,940). This expense has been included in the cost of goods sold in the Statement of Financial Performance.

NOTE 13: ASSETS HELD FOR SALE

Description $(a)$

$\frac{1}{4}$ l,

d

J.

Ĵ

Asset classified as held for sale comprise the property at 1 Narabang Way, Belrose. Subsequent to the end of the period, on 28 January 2014 an unconditional sale contract was signed with a settlement date of 28 February 2014.

(b) Carrying amounts of assets and liabilities

The only asset classified as held for sale at the balance date is:

31 Dec 2013
æ
30 Jun 2013
Investment Property 3,600,000 -
31 Dec 2013
\$
30 Jun 2013
\$
NOTE 14: TRADE AND OTHER PAYABLES
Current
Trade and other payables 12,827,621 8,964,066
Investment property settlement 4,702,500
Sundry creditors and accruals 5,569,545 4,633,639
18,397,166 18,300,205
Non-current
Trade and other payables 231,903 231,903
NOTE 15: INTEREST-BEARING LOANS AND BORROWINGS
Current
Unsecured loan 250,000
Secured bank loan 2,455,083 4,568,700
Trade finance facility 5,566,908 474,168
8,271,991 5,042,868
Non-current 24,700,000 24,700,000
Secured bank loans
Unsecured loan from associated entity
10,339,995 9,868,515
35,039,995 34,568,515
NOTE 16: PROVISIONS
Current
Maintenance warranties 40,000 40,000
Employee entitlements 1,052,711 959,542
1,092,711 999,542
Non-current
Maintenance warranties 90,000 90,000
Employee entitlements
Contingent liability
482,844
100,000
584,004
100,000
672.844 774,004
31 Dec 2013
Number
\$ 31 Dec 2012
Number
\$
NOTE 17: CONTRIBUTED EQUITY
Issued and paid-up ordinary share capital
Balance at the beginning of the half-year
121,421,485 105,935,045 106,813,787
122,336,368
Shares bought back on market (380, 877) (411,898) (422, 334)
(468, 393)
Balance at the end of the half-year 121,040,608 105,523,147 106,391,453
121,867,975
31 Dec 2013 31 Dec 2012
\$ S
NOTE 18: RETAINED PROFITS
Balance at the beginning of the half-year 54,864,508 51,680,929
Net profit attributable to shareholders 11,290,436 9,310,112
Dividends (3.637.838) (3,669,197)
Balance at the end of the half-year 62,517,106 57,321,844

NOTE 19: OTHER RESERVES

đ

$\frac{1}{2}$

Employee
Asset Equity Foreign
Revaluation Benefit Exchange
Reserve Reserve Reserve Total
\$ \$ \$ \$
Half-year ended 31 December 2013:
Balance at the beginning of the half-year 10,698,989 198,585 267,011 11,164,585
Equity accounted share of associates reserves 18,542 18,542
Share based payments 13,060 13,060
Net unrealised gain/(loss) on "available-for-sale" investments 23,796,143 308,586 24, 104, 729
Net unrealised gain on "available-for-sale" investments - non-
controlling interest (104, 187) (102, 349) (206, 536)
Acquisition of interest in controlled entities (508, 291) (508, 291)
Realised gain on "available-for-sale" investments reclassified
to the income statement (3,251,922) (67, 893) (3,319,815)
Realised gain on "available-for-sale" investments reclassified
to the income statement - non-controlling interest 807 807
Balance at the end of the half-year 30,631,539 230.187 405,355 31,267,081
Half-year ended 31 December 2012:
Balance at the beginning of the half-year (66, 813) 320,402 (239) 253,350
Equity accounted share of associates reserves (9,301) (61, 626) (70, 927)
Share based payments (90, 528) (90, 528)
Net unrealised gain/(loss) on "available-for-sale" investments 1,924,627 (40, 556) 1,884,071
Net unrealised gain on "available-for-sale" investments - non-
controlling interest 141,877 5,678 147,555
Acquisition of interest in controlled entities 285,082 285,082
Realised gain on "available-for-sale" investments reclassified
to the income statement 84,636 84,686
Realised gain on "available-for-sale" investments reclassified
to the income statement - non-controlling interest 4,457 4,457
Balance at the end of the half-year 2,364,615 168,248 (35, 117) 2,497,746
31 Dec 2013 31 Dec 2012
NOTE 20: ASSETS PER SECURITY
\$ \$
Net assets per share attributable to members of the parent entity 1.65 1.36

The figures above are calculated based on the consolidated financial position of CVC Limited.

Net tangible assets per share attributable to members of the parent entity

1.36

$1.65$

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2013 (CONTINUED) CVC LIMITED & CONTROLLED ENTITIES

NOTE 21: SEGMENT REPORTING

The revenues and results by business segments are as follows:

Venture
÷A
Equity and
Capital
Private
Investments
e9
Listed
Property Funds
Management
Trading
Operations

Consolidated
Eliminations

Controlled
÷
Consolidated
Total revenue for reportable segments
Half-year ended 31 December 2013:
Inter-segment revenue
Revenues:
402,426 7,698,182 10,722,910
2,549,088
1,164,118
4,242,031
54,579,791 (6,791.119) 74,567,427
Unallocated amounts: interest income 436,791
Consolidated revenue 75,004,218




Equity accounted income 1,748,259 514,079 (183, 612) 2,078,726
Share of profit(loss) of equity accounted investees
Total profit for reportable segments
Results:
402,426
1,748,259
6,118,702
514,079
2,648,839 1,163,338
(183, 612)
2,176,933 12,510,238
2,078,726
2,150,685 6,632,781 2,648,839 979,726 2,176,933 14,588,964
Unallocated amounts: corporate expenses (2,158,334)
Consolidated profit before tax 12,430,630

$18$

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2013 (CONTINUED) CVC LIMITED & CONTROLLED ENTITIES

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NOTE 21: SEGMENT REPORTING (CONT.)

Private

Capital
Venture
Equity and
Investments

Listed
Property Management
÷
Funds
Trading
Operations
Consolidated
Eliminations
÷Ą
Controlled
Consolidated
Half-year ended 31 December 2012:
Total revenue for reportable segments
Inter-segment revenue
Revenues:
7,145,336 1,917,198 1,899,185
5,524,562
1,113,387
3,280,831
45,914,496 (5,180,016) 61,614,979
Unallocated amounts: interest income 843,315
Consolidated revenue 62,458,294
Equity accounted income (885,323) (226,324) 1,631 (1, 110, 016)
Share of profit/(loss) of equity accounted investees
Total profit for reportable segments
Results.
7,145,336
(885,323)
378,949
(226, 324)
3,118,642 1,107,344
1,631
2,363,808 14,114,079
(1, 110, 016)
6,260,013 152,625 3,118,642 1,108,975 2,363,808 13,004,063
Unallocated amounts: corporate expenses (1,690,924)
Consolidated profit before tax 11,313,139

Segment results are shown before related income tax expense.

$\overline{19}$

NOTE 22: SUBSEQUENT EVENTS

Since the end of the period, the directors have determined to pay an interim dividend of 2 cents per share and a special dividend of 5 cents per share, fully franked, payable on 5 March 2014.

There are no other matters or circumstances that have arisen since the end of the financial period which significantly affected or may significantly affect the operations of CVC, the results of those operations or the state of affairs of CVC in the financial period subsequent to 31 December 2013.

CVC LIMITED & CONTROLLED ENTITIES HALF YEARLY REPORT

DIRECTORS' DECLARATION

In the opinion of the directors:

  • the interim financial statements and notes set out on pages 5 to 20, are in accordance with the Corporations Act $(a)$ 2001 including:
  • giving a true and fair view of the consolidated entity's financial position as at 31 December 2013 and of its $(i)$ performance for the half-year ended on that date; and
  • complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations $(ii)$ 2001.
  • there are reasonable grounds to believe that CVC Limited will be able to pay its debts as when they become due $(b)$ and payable.

Dated at Sydney this 28th day of February 2014.

Signed in accordance with a resolution of the board of directors.

XEAD JOHN Chair

ANDERD. H. BEARD Director

Accountants | Business and Financial Advisers

CVC LIMITED

AUDITOR'S INDEPENDENCE DECLARATION

To the Directors of CVC Limited:

As lead auditor for the review of the financial report of CVC Limited for the half-year ended 31 December 2013, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

b) any applicable code of professional conduct in relation to the review.

This declaration is in respect of CVC Limited and the entities it controlled during the period.

M. MuMu

Sydney, NSW 28 February 2014

MD Muller Partner

HLB Mann Judd (NSW Partnership) ABN 34 482 821 289

Level 19 207 Kent Street Sydney NSW 2000 Australia | Telephone +61 (0)2 9020 4000 | Fax +61 (0)2 9020 4190 Email: [email protected] | Website: www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (NSW Partnership) is a member of HLBS International. A world-wide network of independent accounting firms and business advisers.

Accountants | Business and Financial Advisers

CVC LIMITED

INDEPENDENT AUDITOR'S REPORT

To the members of CVC Limited:

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of CVC Limited ("the Company") which comprises the condensed consolidated statement of financial position as at 31 December 2013, the condensed consolidated statement of financial performance, the condensed consolidated statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory notes and the directors' declaration, for the consolidated entity comprising the Company and the entities it controlled at the half-year end or from time to time during the half-year.

Directors' Responsibility for the Half-Year Financial Report

The directors of CVC Limited, are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2013 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of the Fund. ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.

HLB Mann Judd (NSW Partnership) ABN 34 482 821 289

Level 19 207 Kent Street Sydney NSW 2000 Australia | Telephone +61 (0)2 9020 4000 | Fax +61 (0)2 9020 4190 Email: [email protected] | Website: www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (NSW Partnership) is a member of HJB International. A world-wide network of independent accounting firms and business advisers.

CVC LIMITED

INDEPENDENT AUDITOR'S REPORT (contined)

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of CVC Limited is not in accordance with the Corporations Act 2001 including:

  • giving a true and fair view of the consolidated entity's financial position as at 31 December 2013 $(a)$ and of its performance for the half-year ended on that date; and
  • complying with Accounting Standard AASB 134 Interim Financial Reporting and the $(b)$ Corporations Regulations 2001.

HLB Marn full

HLB Mann Judd Chartered Accountants

M. MuMe

MD Muller Partner

Sydney, NSW 28 February 2014