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IMDEX LIMITED — Annual Report 2009
Aug 16, 2009
65119_rns_2009-08-16_39807250-8181-4389-9651-53bb9302fd62.pdf
Annual Report
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17 August 2009
Australian Stock Exchange Limited Company Announcements Office Exchange Centre 20 Bridge Street SYDNEY NSW 2001
BY ELECTRONIC LODGEMENT
Dear Sirs
ASX APPENDIX 4E AND FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2009
Please find attached Imdex Limited’s Appendix 4E and audited Financial Report for the Year Ended 30 June 2009.
The audited Annual Report, which will include the Financial Report, for the Year Ended 30 June 2009 together with the Notice of Annual General Meeting is expected to be mailed to those shareholders who have requested a hardcopy in mid-September 2009.
Yours faithfully
Imdex Limited
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Paul Evans
Company Secretary
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Imdex Limited ACN 008 947 813 ABN 78 008 947 813 Level 1, 15 Rheola Street West Perth Western Australia 6005 PO Box 1325, West Perth Western Australia 6872 Phone +61 8 9481 5777 Fax +61 8 9481 6527 E-mail [email protected]
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IMDEX LIMITED and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
The Directors of Imdex Limited (“Imdex” or “the Company”) present their report together with the annual Financial Report of the Company and its Subsidiaries (“the Group”) for the financial year ended 30 June 2009.
In order to comply with the provisions of the Corporations Act 2001, the Directors’ report as follows:
(a) Directors
The names and particulars of the Directors of the Company during or since the end of the financial year are:
| Name | Role | Age | Particulars |
|---|---|---|---|
| Mr I F Burston | Independent, Non Executive Chairman |
74 | �Mechanical Engineer �Member of the Audit and Compliance & Remuneration Committees �Director since 22 November 2000 �Previously Managing Director of Hamersley Iron, Chief Executive Officer for Kalgoorlie Consolidated Gold Mines, Managing Director and Chief Executive Officer of Aurora Gold, and Managing Director of Portman Limited �Extensive experience leading publicly listed and private companies |
| Mr B W Ridgeway | Managing Director | 55 | �Chartered Accountant �Director since 23 May 2000 �Over 20 years experience with public and private companies as owner, director and manager �Member of the Institute of Chartered Accountants in Australia and Australian Institute of Company Directors |
| Mr R W Kelly | Independent, Non Executive Director |
71 | �Engineer �Member of the Audit and Compliance Committee Chairman of the Remuneration Committee �Director since 14 January 2004 �Previously Chairman and Non Executive Director of Clough Limited, Sumich Group Limited, Orbital Corporation Limited, Beltreco Limited and Director of Aurora Gold Limited, PA Consulting Services Ltd and the Fremantle Football Club. |
| Mr K A Dundo | Independent, Non Executive Director |
56 | �Lawyer �Chairman of the Audit and Compliance Committee �Member of the Remuneration Committee �Director since 14 January 2004 �Previously Director of Intrepid Mines Ltd, St Barbara Mines Ltd and Defiance Mining Corporation |
| Mr M Lemmel | Independent, Non Executive Director |
70 | �Management Consultant �Director since 19 October 2006 �Previously Senior Vice President of Ericsson Telecommunications, Chief Executive Officer of the Federation of Swedish Industries, Director General for Enterprise Policy of the European Commission and President of Småföretagsinvest AB (previous owners of Reflex) |
(b) Directorships of other listed companies Directorships of other listed companies held by the Directors in the 3 years immediately before the end of the financial year are as follows:
| Name | Company | Position | Period of Directorship |
|---|---|---|---|
| Mr I F Burston | Fortescue Metals Group Ltd NRW Holdings Ltd Kansai Mining Corporation Mincor Resources NL Cape Lambert Iron Ore Ltd Aztec Resources Ltd Aviva Corporation Ltd |
Non Executive Director Non Executive Chairman Non Executive Director Non Executive Director Non Executive Chairman Chairman and Chief Executive Officer Non Executive Director |
2008 – Current 2007 – Current 2006 – Current 2003 – Current 2006 – 2008 2004 – 2006 2003 – 2006 |
| Mr R W Kelly | Clough Limited | Non Executive Director | 1996 – 2008 |
| Mr K A Dundo | Computercorp Limited Intrepid Mines Ltd |
Non Executive Director Non Executive Director |
2006 – Current 2002 – 2009 |
Page 1 of 83
and its controlled entities
IMDEX LIMITED
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
(c) Company Secretary
Mr P A Evans
Mr Evans, a Chartered Accountant, joined Imdex Limited on 17 October 2006. After leaving professional practice he worked in a range of commercial and financial roles in the media, manufacturing and telecommunications industries. Mr Evans is a Fellow of the Institute of Chartered Accountants in Australia.
(d) Directors’ Meetings
The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were a Director or committee member). During the financial year, seven Board meetings, three Audit and Compliance Committee meetings and four Remuneration Committee meetings were held.
| Board of | Directors | Audit and Compliance Committee |
Audit and Compliance Committee |
Remuneration Committee | Remuneration Committee | |
|---|---|---|---|---|---|---|
| Held | Attended | Held | Attended | Held | Attended | |
| I F Burston | 7 | 6 | 3 | 2 | 4 | 3 |
| B W Ridgeway | 7 | 7 | - | - | - | - |
| R W Kelly | 7 | 7 | 3 | 3 | 4 | 4 |
| K A Dundo | 7 | 6 | 3 | 3 | 4 | 4 |
| M Lemmel | 7 | 5 | - | - | - | - |
(e) Directors’ Shareholdings
At the date of this report the Directors held the following interests in shares and options in shares of the Company:
| Directors | Shares Held Directly |
Shares Held Indirectly |
Options Held Directly |
|---|---|---|---|
| I F Burston | - | 393,786 | 1,000,000 |
| B W Ridgeway | - | 3,500,000 | 2,000,000 |
| R W Kelly | - | 380,000 | - |
| K A Dundo | - | 300,000 | - |
| M Lemmel | 500,000 | 299,267 | - |
Details of options on issue at the date of this report are disclosed at (g) below. Details of options on issue at the end of the financial year are disclosed in note 34.
Page 2 of 83
and its controlled entities
IMDEX LIMITED
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
(f) Remuneration Report
Remuneration policy for Directors and Executives
Non Executive Directors
The Board seeks the approval of Shareholders in relation to the aggregate of Non Executive Directors’ remuneration and any options that may be granted to Directors. The remuneration for Non Executive Directors is reviewed from time to time, with due regard to current market rates. The cash remuneration of Non Executive Directors is not linked to the Company’s performance in order to preserve independence. Other than statutory superannuation, no Non Executive Director is entitled to any additional benefits on retirement from the Company.
Management of the Company believes that in order to retain quality Non Executive Directors on the Board, some incentive to maintain their future involvement, commitment and loyalty to the Company is required on certain occasions over and above nominal Directors' fees. No Director received a payment during the current or prior years as consideration for agreeing to hold the relevant position.
The maximum total remuneration payable to Non Executive Directors was approved by Shareholders at the 2006 Annual General Meeting and is currently $500,000. In the current year remuneration to Non Executive Directors totalled $427,677, including statutory superannuation. The Board determines the apportionment of directors’ fees between each Director.
Managing Director
The Managing Director’s remuneration is determined by the Remuneration Committee with due regard to current market rates.
The Managing Director has a short term incentive bonus amounting to 28% of his cash compensation package. Should the Company perform above budget, additional amounts will become payable. This is not the case in the current financial year. Each year the Remuneration Committee sets the key performance indicators (KPIs) for the Managing Director to earn this short term incentive bonus. These KPIs include financial, strategic and risk based measures. The Remuneration Committee set these performance hurdles as they are significant profit and cash flow drivers which are linked to Imdex’s increased growth and profitability and hence shareholder value. Performance is measured relative to budget and forecast results as these are the most accurate measures available against which to assess the achievement of set hurdles. The balance of his cash compensation package for the current year is not linked to the Group’s performance.
From time to time options may be issued to the Managing Director as an additional performance incentive. The portion of the Managing Director’s compensation package that comprises options is linked to the Company’s performance. The number of options granted are determined with regard to current market trends. The issue of any such options requires the approval of Shareholders in General Meeting. No such options were granted to the Managing Director in the current year.
The Managing Director is employed under a permanent contract that provides for a 12 month termination period. No additional benefits above those already entitled to will become payable on termination.
Executives and Staff
All Executives and staff of the Company are subject to a formal annual performance review. The remuneration of Executives comprises a fixed monetary total, which is not linked to the performance of the Company, although bonuses related to the performance of the Company may be agreed between that Executive and the Company from time to time. The base component of Executive salaries is benchmarked against current market trends and is not linked to Company performance as it serves to attract and retain suitably qualified and experienced staff. Performance incentives that are linked to Company performance are used to reward Executives for exceptional performance that benefits the Company and Shareholders.
Each year the Remuneration Committee sets the KPIs for each key management person. These KPIs include people, customer, system, financial, strategic and risk based measures. The Remuneration Committee set these performance hurdles as they are significant profit and cash flow drivers which are linked to Imdex’s increased growth and profitability and hence shareholder value. Performance is measured relative to budget and forecast results as these are the most accurate measures available against which to assess the achievement of set hurdles. No bonus is awarded where hurdles are not met.
From time to time options may be issued to the Executives and staff as an additional performance incentive. The portion of remuneration package that comprises options is linked to the Company’s performance. The number of options granted are determined with regard to current market trends. The issue of any such options requires the approval of Shareholders in General Meeting. No such options were granted to any Executives or staff in the current year.
All Executives are employed under permanent contracts, none of which provide for any termination payments. Mr G E Weston’s contract provides a 12 month notice period and Mr D J Loughlin’s and Mr P A Evans’ contracts provide a 6 month notice period. Mr P J Mander’s contract provides for a 3 month notice period. No additional benefits above those already entitled to will become payable on termination.
Page 3 of 83
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
Director and Senior Management details
The Directors of Imdex Limited during the year were:
-
(i) Mr I F Burston (Non Executive Chairman);
-
(ii) Mr B W Ridgeway (Managing Director);
-
(iii) Mr R W Kelly (Non Executive Director);
-
(iv) Mr K A Dundo (Non Executive Director); and
-
(v) Mr M Lemmel (Non Executive Director).
The term ‘Senior Management’ is used in this remuneration report to refer to the following persons:
-
(i) Mr G E Weston (Group General Manager);
-
(ii) Mr D J Loughlin (General Manager: Down Hole Instrumentation Division);
-
(iii) Mr P J Mander (General Manager: Fluids and Chemicals (Minerals) Division) (appointed 1 September 2008) and
-
(iv) Mr P A Evans (Company Secretary and Chief Financial Officer).
Except as noted above Directors and Senior Management held their current position for the hole of the financial year and since the end of the financial year.
Elements of Director and Senior Management Remuneration
Remuneration packages contain the following key elements:
-
(i) Short-term benefits – salary/fees, bonuses and non monetary benefits including motor vehicles and health benefits;
-
(ii) Post-employment benefits – including superannuation and prescribed retirement benefits;
-
(iii) Equity – share options granted under the Staff Option Scheme (note 34) or any other options granted as approved by Shareholders in General Meeting; and
-
(iv) Other benefits.
Earnings and Movements in Shareholder Wealth
The table below sets out summary information about the Consolidated Entity’s earnings and movements in shareholder wealth for the five years to June 2009:
| 30 June 2009 | 30 June 2008 | 30 June 2007 | 30 June 2006 | 30 June 2005 | |
|---|---|---|---|---|---|
| Revenue – continuing and discontinued operations ($000s) |
138,992 | 150,493 | 119,340 | 66,792 | 40,051 |
| Net profit before tax from continuing operations ($000s) |
18,195 | 31,885 | 18,115 | 11,864 | 5,005 |
| Net profit after tax from continuing operations ($000s) |
12,067 | 21,081 | 11,950 | 7,984 | 3,282 |
| Share price at start of year (cents) | 165 | 150 | 61 | 22 | 11.5 |
| Share price at end of year (cents) | 64.5 | 165 | 150 | 61 | 22 |
| Interim dividend (cents) – fully franked |
1.00 | 1.75 | 1.00 | 1.00 | - |
| Final dividend (cents) – fully franked | - | 2.25 | 1.50 | 1.00 | - |
| Basic earnings per share (cents) – continuing operations |
6.37 | 11.22 | 7.72 | 6.07 | 3.66 |
| Diluted earnings per share (cents) – continuing operations |
6.23 | 10.79 | 7.09 | 5.95 | 3.66 |
Page 4 of 83
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
Year ended 30 June 2009
Details of Directors’ remuneration are set out below. Further information is also set out in note 33:
| Executive Director B W Ridgeway, Managing Director Non Executive Directors I F Burston, Chairman R W Kelly K A Dundo M Lemmel |
Short-term employee benefits | Short-term employee benefits | Short-term employee benefits | Short-term employee benefits | Post Employment | Post Employment | Other long- term employee benefits |
Termination Benefits |
Share-based payment | Share-based payment | Share-based payment | Share-based payment | Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary & fees |
Bonus |
Non- monetary |
Other |
Super- annuation |
Other |
Equity-settled^ |
Cash settled |
Other |
|||||
| Shares & Units |
Options & Rights |
||||||||||||
| $ $ $ $ $ $ $ $ 498,725 - 8,928 - 44,885 - 12,745 - 119,900 - - - - - - - 80,000 - - - 7,200 - - - 80,000 - - - 7,200 - - - 80,000 - - - - - - - |
$ $ $ $ $ - - - - 565,283 - 53,377 - - 173,277 - - - - 87,200 - - - - 87,200 - - - -80,000 |
||||||||||||
| 858,625 - 8,928 - 59,285 - 12,745 - |
- 53,377 - - 992,960 |
Details of remuneration of Senior Management are set out below:
| Group Executives G E Weston, Group General Manager D J Loughlin, General Manager: Down Hole Instrumentation Division P J Mander, General Manager: Fluids and Chemicals (Minerals) Division * P A Evans, Chief Financial Officer / Company Secretary |
Short-term employee benefits | Short-term employee benefits | Short-term employee benefits | Short-term employee benefits | Post Employment | Post Employment | Other long- term employee benefits |
Termination Benefits |
Share-based payment | Share-based payment | Share-based payment | Share-based payment | Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary & fees |
Bonus |
Non- monetary |
Other |
Super- annuation |
Other |
Equity-settled^ |
Cash settled |
Other |
|||||
| Shares & Units |
Options & Rights |
||||||||||||
| $ $ $ $ $ $ $ $ 346,700 - 11,669 - 31,203 - 23,943 - 263,712 - 43,336 - 23,734 - - - 164,000 - 3,368 - 14,760 - - - 287,000 - - - 25,830 - - - |
$ $ $ $ $ - 64,734 - - 478,249 - 62,111 - - 392,893 - 15,160 - - 197,288 -57,333 - -370,163 |
||||||||||||
| 1,061,412 - 58,373 - 95,527 - 23,943 - |
- 199,338 - - 1,438,593 |
-
- Mr P J Mander was appointed to this position on 1 September 2008. Disclosures above relate only to the period when in office.
^ - These non-cash numbers reflect the value of options issued in prior periods that are being expensed in the current period to recognise progressive vesting conditions.
Page 5 of 83
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
Year ended 30 June 2008
Details of Directors’ remuneration are set out below. Further information is also set out in note 33:
| Executive Director B W Ridgeway, Managing Director Non Executive Directors I F Burston, Chairman R W Kelly K A Dundo M Lemmel |
Short-term employee benefits | Short-term employee benefits | Short-term employee benefits | Short-term employee benefits | Post Employment | Post Employment | Other long- term employee benefits |
Termination Benefits |
Share-based payment | Share-based payment | Share-based payment | Share-based payment | Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary & fees |
Bonus | Non- monetary |
Other | Super- annuation |
Other | Equity-settled ^ | Cash settled |
Other | |||||
| Shares & Units |
Options & Rights |
||||||||||||
| $ $ $ $ $ $ $ $ 419,786 60,000 - - 37,781 - 39,790 - 81,750 - - - - - - - 50,000 - - - 4,500 - - - 50,000 - - - 4,500 - - - 50,000 - - - - - - - |
$ $ $ $ $ - 5,152 - - 562,509 - 176,000 - - 257,750 - - - - 54,500 - - - - 54,500 - - - -50,000 |
||||||||||||
| 651,536 60,000 - - 46,781 - 39,790 - |
- 181,152 - - 979,259 |
Details of remuneration of Group Executives are set out below:
| Group Executives G E Weston, Group General Manager D J Loughlin, General Manager: Down Hole Instrumentation Division P A Evans, Chief Financial Officer / Company Secretary |
Short-term employee benefits | Short-term employee benefits | Short-term employee benefits | Short-term employee benefits | Post Employment | Post Employment | Other long- term employee benefits |
Termination Benefits |
Share-based payment | Share-based payment | Share-based payment | Share-based payment | Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary & fees |
Bonus | Non- monetary |
Other | Super- annuation |
Other | Equity-settled ^ | Cash settled |
Other | |||||
| Shares & Units |
Options & Rights |
||||||||||||
| $ $ $ $ $ $ $ $ 258,076 60,000 37,092 - 24,611 - 76,501 - 210,000 47,250 31,321 - 18,815 - - - 251,438 50,000 - - 22,629 - - - |
$ $ $ $ $ - 20,206 - - 476,486 - 139,750 - - 447,136 - 78,217 - - 402,284 |
||||||||||||
| 719,514 157,250 68,413 - 66,055 - 76,501 - |
- 238,173 - - 1,325,906 |
^ - These non-cash numbers reflect the value of options issued in current and prior periods that are being expensed in the current period to recognise progressive vesting conditions.
Page 6 of 83
and its controlled entities
IMDEX LIMITED
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
(i) Mr B W Ridgeway is a party to a service contract with Imdex Limited, which sets out a fixed compensation package, reviewable annually. The service contract specifies a twelve month notice period in the event that the contract is terminated. If the contract is terminated without notice, the notice period will become payable in cash. There are no termination benefits specified in this contract. Additional performance incentives may be agreed between Mr Ridgeway and Imdex Limited from time to time. The Managing Director’s compensation is reviewed and determined annually by the Remuneration Committee.
No bonus was earned in the current year as the profitability related hurdles were not met. During the prior year Mr Ridgeway earned a cash bonus of $60,000, representing 60% of the possible bonus payable for the year. This bonus was earned on the satisfaction of performance criteria linked to Group operational progress and profitability.
No options were granted to Mr Ridgeway in the current year or in the prior year. Although 2,000,000 options were approved by the shareholders at the 2008 Annual General Meeting, these were not granted due to the impacts of the global financial crisis with the knowledge that this would be considered in future employee share option allocations.
(ii) Mr G E Weston is party to a service contract with Imdex Limited, which sets out a fixed compensation package, reviewable annually. The service contract stipulates a twelve month notice period in the event that the contract is terminated. There are no termination benefits specified in this contract. Performance incentives may be agreed between Mr Weston and Imdex Limited from time to time. Additionally, Mr Weston is party to a deed with Imdex Limited, granting Mr Weston the right of first refusal of Australian Mud Company Pty Ltd, a 100% held subsidiary of Imdex Limited, in the event that an offer is received by the directors of Imdex Limited to purchase 100% of the Imdex Limited shares on issue. This ‘right’ lapses automatically should Mr Weston no longer be employed by Imdex Limited.
No bonus was earned in the current year as the profitability related hurdles were not met. During the prior year Mr Weston earned a cash bonus of $60,000. This represents 100% of the possible bonus available for that year and was earned on the satisfaction of operational and EBITA related hurdles.
No options were granted to Mr Weston in the current year. In the prior year Mr Weston was granted 500,000 options under Staff Option Scheme Tranche 7 along with other staff of the Group. The percentage of the value of prior year compensation that consisted of options was 4%. The options expense shown in the tables above includes a portion of the value of options granted in past years that has been spread over the three year vesting period. Refer note 34 for further details.
(iii) Mr D J Loughlin is a party to a service contract with Imdex Limited, which sets out a fixed compensation package reviewable annually. The service contract specifies a six month notice period in the event that the contract is terminated. There are no termination benefits specified in this contract. Additional performance incentives may be agreed between Mr Loughlin and Imdex Limited from time to time.
No bonus was earned in the current year as the profitability related hurdles were not met. Mr Loughlin earned a bonus of $47,250 in the prior year. This represents 100% of the possible bonus available for that year and was earned on the satisfaction of operational and EBITA related hurdles.
No options were granted to Mr Loughlin in the current or prior year. The options expense shown in the tables above includes a portion of the value of options granted in past years that has been spread over the three year vesting period. Refer note 34 for further details.
(iv) Mr P J Mander was appointed to the position of General Manager: Fluids and Chemicals (Minerals) Division on 1 September 2008, hence the disclosures in this report only relate to the period when in office. Mr Mander is a party to a service contract with Imdex Limited, which sets out a fixed compensation package reviewable annually. The service contract specifies a three month notice period in the event that the contract is terminated. There are no termination benefits specified in this contract. Additional performance incentives may be agreed between Mr Mander and Imdex Limited from time to time.
No bonus was earned in the current year as the profitability related hurdles were not met.
No options were granted to Mr Mander in the current year.
(v) Mr P A Evans is a party to a service contract with Imdex Limited, which sets out a fixed compensation package reviewable annually. The service contract specifies a six month notice period in the event that the contract is terminated. There are no termination benefits specified in this contract. Additional performance incentives may be agreed between Mr Evans and Imdex Limited from time to time.
No bonus was earned in the current year as the profitability related hurdles were not met. During the prior year Mr Evans earned a cash bonus of $50,000, representing 100% of the possible bonus payable for the year. This bonus was paid on the satisfaction of specific EBITA, people and systems based criteria.
No options were granted to Mr Evans in the current year. In the prior year, Mr Evans was granted 200,000 options, under Staff Option Scheme Tranche 7, along with other staff of the Group. The percentage of the value of prior year compensation that consisted of options was 19%. The options expense shown in the table above includes a portion of the value of options granted in past years that has been spread over the three year vesting period. Refer note 34 for further details.
Page 7 of 83
and its controlled entities
IMDEX LIMITED
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
Bonuses granted to Directors and Senior Managers
The table below sets out the bonuses earned by Directors and Senior Managers in the current year. Bonuses are paid on the achievement of performance criteria specific to the individual. Where performance hurdles are not met, no bonus is paid. The performance criteria used are chosen by the Remuneration Committee annually and are linked to the financial performance of the company and hence shareholder value. Performance criteria typically revolve around areas of risk management, people development, systems improvement and EBITA performance. Performance criteria are reviewed by the Remuneration Committee against budgeted outcomes before granting bonuses.
| Bonus | % of possible bonus earned |
% of possible bonus forfeited |
% of compensation for the year consisting of performance based bonuses |
|
|---|---|---|---|---|
| $ | % | % | % | |
| B W Ridgeway | - | 0% | 100% | 0% |
| G E Weston | - | 0% | 100% | 0% |
| D J Loughlin | - | 0% | 100% | 0% |
| P J Mander | - | 0% | 100% | 0% |
| P A Evans | - | 0% | 100% | 0% |
Value of options issued to Directors and Senior Managers
The following table discloses the value of options granted, exercised or lapsed during the year:
| Options Granted |
Options Exercised |
Options Lapsed |
Total value of options granted, exercised and lapsed |
Number of options vested in the current year |
Value of options included in remuneration during the year (i) |
Percentage of remuneration for the year that consisted of options |
|
|---|---|---|---|---|---|---|---|
| Value at grant date |
Value at exercise date |
Value at lapsing date |
|||||
| $ | $ | $ | $ | Number | $ | % | |
| I F Burston | - | - | - | - | 1,000,000 | 53,377 | 31% |
| B W Ridgeway | - | - | - | - | - | - | - |
| G E Weston | - | - | - | - | 500,000 | 64,734 | 14% |
| D J Loughlin | - | - | - | - | 166,667 | 62,111 | 16% |
| P J Mander (ii) | - | - | - | - | 50,000 | 15,160 | 8% |
| P A Evans | - | - | - | - | 166,667 | 57,333 | 15% |
(i) The total value of options included in remuneration for the year is calculated in accordance with Accounting Standard AASB 2 “Share Based Payments”. These non-cash numbers reflect the value of options issued in prior periods that are being expensed in the current period to recognise progressive vesting conditions.
(ii) Mr P J Mander was appointed to a key management position on 1 September 2008. Disclosures above relate only to the period when in office.
Share options granted to Directors and Senior Managers
No share options were granted to Directors or Senior Managers during or since the end of the financial year.
Page 8 of 83
IMDEX LIMITED and its controlled entities
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
(g) Share options
(i) Share options on issue at the date of this report
Details of unissued shares or interests under option are:
| Issuing Entity |
Class of option | Class of shares |
Exercise price of option |
Issue date of option |
Expiry date of option |
Key terms of option |
Number of shares under option |
|---|---|---|---|---|---|---|---|
| Imdex Limited |
Staff Share Options |
Ordinary | 300 cents | 28 Mar 2008 | 27 Mar 2013 | (aa) | 4,655,000 |
| Imdex Limited |
Staff Share Options |
Ordinary | 180 cents | 18 Oct 2007 | 17 Oct 2012 | (aa) | 500,000 |
| Imdex Limited |
Staff Share Options |
Ordinary | 180 cents | 12 Jun 2007 | 11 Jun 2012 | (aa) | 625,000 |
| Imdex Limited |
Staff Share Options |
Ordinary | 100 cents | 23 Feb 2007 | 22 Feb 2012 | (aa) | 3,242,668 |
| Imdex Limited |
Staff Share Options |
Ordinary | 75 cents | 23 Feb 2007 | 22 Feb 2012 | (aa) | 700,000 |
| Imdex Limited |
Staff Share Options |
Ordinary | 35 cents | 1 Feb 2006 | 31 Jan 2011 | (aa) | 1,716,205 |
| Imdex Limited |
Managing Director Options |
Ordinary | 30 cents | 15 Sep 2005 | 14 Sep 2010 | (bb) | 2,000,000 |
| Imdex Limited |
Chairman’s Options |
Ordinary | 75 cents | 19 Oct 2006 | 18 Oct 2011 | (bb) | 1,000,000 |
(aa) exercisable one year after the date of issue, in one-third lots each year thereafter.
(bb) exercisable at any point from 2 years after date of issue until expiry.
The holders of these options do not have the right, by virtue of the option, to participate in any share issue or interest issue of the Company or of any other body corporate or registered scheme.
(ii) Share options exercised during or since the end of the financial year
| Issuing Entity |
Class of option | Class of shares |
Exercise price of option |
Issue date of option |
Expiry date of option |
Number of shares issued |
|---|---|---|---|---|---|---|
| Imdex Limited |
Staff Share Options |
Ordinary | 20 cents | 1 Aug 2004 | 31 Jul 2009 | 1,106,666 |
No options were exercised by Directors in the current year.
(h) Principal Activities
The Group’s principal continuing activities during the course of the financial year were manufacturing and sale and rental of a range of drilling fluids and chemicals and down hole instrumentation.
Page 9 of 83
and its controlled entities
IMDEX LIMITED
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
(i) Review of Operations
During the current financial year the Imdex Group continued to sell drilling fluids and chemicals as well as rent and sell technologically advanced down hole instrumentation to the mining and oil & gas industries. The Group earned revenue from continuing operations including interest of $139.0 million (2008: $143.9 million) and profit after tax of $12.1 million (2008: $32.0 million).
(j) Dividends
A fully franked interim dividend of 1.00 cent per ordinary share was paid on 24 March 2009 to shareholders registered on 6 March 2009. A fully franked final dividend of 2.25 cents per ordinary share was paid on 31 October 2008 to shareholders registered on 17 October 2008.
In the prior year a fully franked interim dividend of 1.75 cents per ordinary share was paid on 25 March 2008 to shareholders registered on 7 March 2008 and a fully franked final dividend of 1.50 cents per ordinary share was paid on 2 November 2007 to shareholders registered on 15 October 2007.
(k) Changes in State Of Affairs
During the financial year the Group acquired Wildcat Chemicals Australia Pty Ltd, a drilling fluids manufacturing business in Brisbane. More details of this acquisition is contained in note 27(a).
Other than the above, there were no significant changes in the state of affairs of the Group.
(l) Subsequent Events
On 21 July 2009 Imdex Limited announced a conditional proposal to merge with Coretrack Limited (Coretrack). The merger was to be effected through a Scheme of Arrangement where Imdex was to issue Coretrack shareholders 0.61 fully paid Imdex ordinary shares for every one Coretrack fully paid ordinary share, and 0.305 fully paid Imdex ordinary shares for every one Coretrack listed option, and consideration based on similar terms for Coretrack’s unlisted options. Coretrack share and option holders were to receive a total of $28.4 million in the form of 43.39 million Imdex shares issued at 65.5 cents per share. On 31 July 2009 it was announced that, following a due diligence process the proposed merger was terminated.
On 31 July 2009 Imdex Limited paid the final deferred settlement instalment of GBP 1,045,000 (A$2.1 million) due to the vendors of Imdex Technology UK Limited (formerly Chardec Technology Limited). No further amounts remain outstanding in relation to this acquisition.
(m) Future Developments
Disclosure of information regarding likely developments in the operations of the Group in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Group. Accordingly, this information has not been disclosed in this report.
Page 10 of 83
and its controlled entities
IMDEX LIMITED
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009
(n) Environmental Regulations
The only entity in the Group that is subject to environmental regulations is Samchem Drilling Fluids and Chemicals (Pty) Ltd. They are required to comply with the South African National Water Act, Act No 36 of 1998 which requires the management of effluent discharge. This is controlled through an effluent pit system using an oil separator. No known environmental breaches have occurred in relation to the Group’s operations.
(o) Non-audit services
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 6 to the Financial Report.
The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in note 6 to the financial statements do not compromise the external auditor’s independence, based on advice received from the Audit and Compliance Committee, for the following reasons:
-
All non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor, and
-
None of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.
(p) Auditor’s Independence Declaration
The auditor’s independence declaration is included in the Annual Report immediately prior to the Audit Report.
(q) Indemnification of Officers and Auditors
During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company Secretary, and all Executive Officers of the Company and of any related body corporate against a liability incurred as such a Director, Secretary or Executive Officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.
(r) Rounding Off of Amounts
The Company is a Company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the Directors’ report and the financial report are rounded off to the nearest thousand dollars unless otherwise indicated.
Signed in accordance with a resolution of the Directors made pursuant to S.298(2) of the Corporations Act 2001.
On behalf of the Directors
==> picture [136 x 56] intentionally omitted <==
Mr Ian Burston
Chairman
PERTH, Western Australia, 14 August 2009.
Page 11 of 83
Deloitte Touche Tohmatsu A.B.N. 74 490 121 060
240 St. Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia
The Board of Directors Imdex Limited Level 1, 15 Rheola Street West Perth WA 6005
DX 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au
14 August 2009
Dear Board Members
Imdex Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Imdex Limited.
As lead audit partner for the audit of the financial statements of Imdex Limited for the financial year ended 30 June 2009, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
==> picture [96 x 62] intentionally omitted <==
Peter Rupp Partner Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu
Deloitte Touche Tohmatsu ABN 74 490 121 060
Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia
Independent Auditor’s Report to the Members of Imdex Limited
DX 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au
Report on the Financial Report
We have audited the accompanying financial report of Imdex Limited, which comprises the balance sheet as at 30 June 2009, and the income statement, cash flow statement and statement of changes in equity for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages 15 and 20 to 81.
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 control 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 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu
Auditor’s Independence Declaration
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .
Auditor’s Opinion
In our opinion:
-
(a) the financial report of Imdex 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 2.
Report on the Remuneration Report
We have audited the Remuneration Report included in paragraph (f) 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 Imdex Limited for the year ended 30 June 2009, complies with section 300A of the Corporations Act 2001 .
DELOITTE TOUCHE TOHMATSU
==> picture [96 x 63] intentionally omitted <==
Peter Rupp Partner Chartered Accountants Perth, 14 August 2009
IMDEX LIMITED and its controlled entities
DIRECTORS’ DECLARATION
The Directors declare that:
-
(a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;
-
(b) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Company and the Group; and
-
(c) the Directors have been given the declarations required by s.295A of the Corporations Act 2001.
At the date of this declaration, the Company is within the class of companies affected by ASIC Class Order 98/1418. The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee.
In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the ASIC Class Order applies, as detailed in note 26 to the financial statements will, as a group, be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee.
Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001.
Dated at Perth, 14 August 2009.
==> picture [128 x 54] intentionally omitted <==
Ian F Burston Chairman
Page 15 of 83
IMDEX LIMITED and its controlled entities
CORPORATE GOVERNANCE STATEMENT
ASX Governance Principles and ASX Recommendations
The Australian Stock Exchange Corporate Governance Council sets out best practice recommendations, including corporate governance practices and suggested disclosures. ASX Listing Rule 4.10.3 requires companies to disclose the extent to which they have complied with the ASX recommendations and to give reasons for not following them.
Unless otherwise indicated the best practice recommendations of the ASX Corporate Governance Council, including corporate governance practices and suggested disclosures, have been adopted by the Company for the full year ended 30 June 2009. In addition, the Company has a Corporate Governance section on its website: www.imdexlimited.com (under the “Investors” heading) which includes the relevant documentation suggested by the ASX Recommendations.
The extent to which Imdex has complied with the ASX Recommendations during the year ended 30 June 2009, and the main corporate governance practices in place are set out below.
Principle 1: Lay solid foundation for management and oversight
The Board has implemented a Board Charter that formalises the functions and responsibilities of the Board. The Charter is published on the Company’s website.
The performance of Senior Executives is measured against prescribed criteria as set by the Remuneration Committee. These criteria are set annually and individual performance is assessed annually.
Principle 2: Structure the Board to add value
Imdex’s Board structure is consistent with the ASX Recommendations on Principle 2, with the exception that it does not have a separate nomination committee for the reasons detailed below.
(i) Board Structure
The Board consists of a Non Executive Chairman, three Non Executive Directors and one Executive Director. Of the five Board members, four are considered independent.
In accordance with the Company’s Constitution the minimum number of Directors is three. There is no maximum number, although it would be expected that the optimal number of Directors would be five or six.
The names of the Directors of the Company in office at the date of this Statement are set out in the Directors’ Report and further details concerning the skills, experience, expertise and term of office of each Director is set out in the Director’s Profiles in the first section of the Annual Report.
(ii) Board Independence
Directors are expected to bring independent judgement to the decision making of the Board. To facilitate this, each Director has the right to seek independent legal advice at the Group’s expense with the prior approval of the Chairman, which may not be unreasonably withheld.
In assessing Director independence, materiality has been determined from both a quantitative and qualitative perspective. An amount of over 5% of turnover is considered material. Similarly, a transaction of any amount, or a relationship, is deemed material if knowledge of it impacts, or may impact, the Shareholders’ understanding of the Director’s performance. The Board has conducted a review of each Director’s independence and reports as follows:
| Director | Assessment | Existence of any matters contained in ASX Recommendation 2.1 affecting Independence |
|---|---|---|
| Mr I F Burston, Non Executive Chairman |
Independent | Nil |
| Mr B W Ridgeway, Managing Director |
Not Independent | Managing Director |
| Mr R W Kelly, Non Executive Director |
Independent | Nil |
| Mr K A Dundo, Non Executive Director |
Independent | Nil |
| Mr M Lemmel, Non Executive Director |
Independent | Nil |
Page 16 of 83
IMDEX LIMITED and its controlled entities
CORPORATE GOVERNANCE STATEMENT
(iii) Board Nomination
The Board does not have a separate nomination committee and, given the Company’s size, does not intend to form such a committee. However, the composition of the Board is determined using the following principles:
-
The Board should comprise a majority of independent, Non Executive Directors with a broad range of experience, skills and expertise;
-
The Chairman of the Board should be an independent, Non Executive Director; and
-
The roles of the Chairman and the Managing Director should not be exercised by the same individual.
(iv) Procedure for the selection and appointment of new Directors to the Board
The Company has published on its website, procedures for the selection and appointment of new Directors to the Board. The Company also has terms and conditions which govern the appointment of Non Executive Directors. These are subject to the Company’s Constitution and the Corporations Act 2001, and cover: appointment, retirement, Corporate Governance, remuneration, Board meetings, and Board Committees.
The Board does not impose on Directors an arbitrary time limit on their tenure. Under the Company’s Constitution and the ASX Listing Rules however, each Director must retire by rotation within a three year period following their appointment. In such cases, the Director’s nomination for re-election should be based on performance and the needs of the Company.
(v) Process for evaluating the performance of the Board, its committees and individual Directors
Board performance is measured primarily by means of monitoring Group profitability and share price performance in the market. Individual Director performance is also measured by way of monitoring meeting attendance and individual contributions made at these meetings.
Principle 3: Promote ethical and responsible decision-making
(i) Code of Conduct
The Company has developed a Code of Conduct that applies to all employees, officers and Directors of the Company. The Code addresses matters relevant to the Company’s legal and other obligations to its Shareholders and covers:
-
the way in which we must discharge our duties;
-
compliance with laws;
-
conflicts of interest;
-
confidentiality;
-
insider trading;
-
the use of the Company’s resources and
-
the environment, health and safety.
The Code is published on the Company’s website.
(ii) Share Trading Policy
The Board has developed a Share Trading Policy that restricts Directors and Senior Management to trading in the Company’s shares during the one month periods following the annual and half yearly results announcements and the Annual General Meeting.
At all other times the Chairman must be approached, prior to trading, to determine whether trading at that particular time is appropriate.
The Policy also reminds other staff of the laws applying to insider trading and stipulates that employees must not engage in short term trading of Imdex’s shares.
Each of the Directors has signed an agreement requiring them to provide immediate notification to the Company of any changes in securities held, or controlled, by the Director. The Company makes an immediate notification to the ASX providing details of any changes in a Director’s shareholding.
The Policy is published on the Company’s website.
Principle 4: Safeguard integrity in financial reporting
(i) Statement by the Managing Director and Chief Financial Officer
The Managing Director and the Chief Financial Officer have signed a declaration to the Board attesting to the fact that the 2009 Annual Financial Report presents a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant accounting standards.
Page 17 of 83
IMDEX LIMITED and its controlled entities
CORPORATE GOVERNANCE STATEMENT
(ii) The Audit and Compliance Committee
The Audit and Compliance Committee consists of three independent Non Executive Directors and operates under a formal charter approved by the Board. The Charter is published on the Company’s website.
The Committee is chaired by an independent Chairperson who is not the Chairman of the Board of Directors.
The role of the Committee is to advise on the establishment and maintenance of a framework of internal control, risk management protocols, appropriate ethical standards for the management of the Company and to approve the annual internal audit plan. It also gives the Board assurance regarding the quality and reliability of financial information prepared for use by the Board in determining policies for inclusion in Financial Statements.
The members of the Audit Committee during the year and at the date of this Statement were:
Mr K A Dundo (Chairman); Mr I F Burston; and, Mr R W Kelly.
The experience and qualifications of each committee member is set out in the Directors’ Profiles in the first section of the Annual Report. The Company Secretary acts as secretary of this Committee.
The external auditors, the Managing Director and the Chief Financial Officer are invited to Audit Committee meetings at the discretion of the Committee. Details of meetings held by the Audit Committee during the year are set out in the Directors’ Report.
(iii) External Auditors
The Board reviews the performance, skills, cost and other matters when assessing the appointment of external auditors. This review is generally undertaken at the completion of the preparation of the Annual Financial Report and involves discussions with the auditors and the Group's senior management. Information concerning the selection and appointment of external auditors is published on the Company’s website.
The external auditors are invited to attend the Annual General Meeting of the Company and be available to answer questions from Shareholders.
(iv) Internal Audit
The Group has an internal audit function that reports directly to the Audit and Compliance Committee. The conduct and independence of the internal audit function are governed by the Internal Audit Charter which is approved by the Audit and Compliance Committee. The annual work plan of the internal audit function is approved annually by the Audit and Compliance Committee.
Principle 5: Make timely and balanced disclosure
(i) Continuous disclosure policies and procedures
The Company has developed procedures to ensure that it complies with the disclosure requirements of the ASX Listing Rules. The procedures are published on the Company’s website.
The procedures set out who is responsible for determining whether information is of a type or nature that requires disclosure, the Boards role in reviewing the information disclosed to ASX and the procedures for ensuring that the information is released to ASX.
All information disclosed to the ASX is published on the Company’s website as soon as practicable.
Principle 6: Respect the rights of Shareholders
Shareholders Communications Strategy: The Board aims to ensure that Shareholders are informed of all major developments affecting the Group 's state of affairs. Information is communicated to Shareholders through:
-
the Annual Report is made available to all Shareholders. The Board ensures that the Annual Report includes relevant information about the operations of the Group during the year, changes in the state of affairs of the Group and details of future developments, in addition to the other disclosures required by the Corporations Act 2001;
-
the Half-Yearly Report which contains summarised financial information and a review of the operations of the Group during the period. Half-Year Financial Report prepared in accordance with the requirements of Accounting Standards and the Corporations Act 2001 are lodged with the Australian Securities & Investments Commission and the Australian Stock Exchange. The Half-Year Financial Report is made available to all Shareholders;
-
regular reports released through the ASX and the media;
-
proposed major changes in the Group, which may impact on share ownership rights are submitted to a vote of Shareholders; and
Page 18 of 83
IMDEX LIMITED and its controlled entities
CORPORATE GOVERNANCE STATEMENT
- the Board encourages full participation by Shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Group's strategy and goals. Important issues are presented to the Shareholders as single resolutions. The Shareholders are responsible for voting on the re-appointment of Non Executive Directors.
Further information concerning the Company and the full text of the various announcements and reports referred to above are available on the Company’s website: www.imdexlimited.com. Further information can also be obtained by emailing the Company at: [email protected].
The auditor is also invited to the Company’s Annual General Meetings and is available to answer Shareholders questions concerning the conduct of the audit.
The Company’s Shareholder Communications Strategy is published on the Company’s website.
Principle 7: Recognise and manage risk
(i) Risk oversight and management policies
The Board has sought to minimise the business' risks by focusing on the Company's core business, making changes as outlined in the Chairman’s Report and the Managing Director’s Report. The Board is responsible for ensuring that the Company’s risk management systems are adequate and operating effectively.
The Company has an independent internal audit function that operates under a Charter approved by the Audit and Compliance Committee. One of the tasks of the internal audit function is to review and evaluate the Company’s and Group’s risk management and internal control processes on a continuous basis.
The risk management policy is published on the Company’s website.
In addition to receiving Internal Audit Reports, the Audit and Compliance Committee also receives regular reports from the External Audit function.
(ii) Statement by the Managing Director and Chief Financial Officer
The Managing Director and the Chief Financial Officer have signed a declaration to the Board attesting to the fact that the integrity of Financial Reports are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board, and that the system is operating efficiently and effectively in all material respects.
Principle 8: Remunerate fairly and responsibly
(i) Company’s remuneration policies
Details on the remuneration of Directors and Executives as well as the Company’s remuneration policies are set out in the Remuneration Report that is contained in the Directors Report.
(ii) Remuneration Committee
The Remuneration Committee consists of three Non Executive Directors and assists the Board in determining executive remuneration policy, determining the remuneration of Executive Directors and reviewing and approving the remuneration of senior management.
The members of the Committee during the year and at the date of this Statement were:
Mr R W Kelly (Chairman); Mr I F Burston; and, Mr K A Dundo.
The experience and qualifications of each committee member is set out in the Directors’ Profiles in the first section of the Annual Report.
The Remuneration Committee operates under a written Charter that is published on the Company’s website.
(iii) Structure of Non Executive Director’s remuneration
The terms and conditions governing the remuneration of Non Executive Director’s are set out in their appointment letter. All Non Executive Directors are remunerated by way of fixed cash fees. Non Executive Directors are not provided with retirement benefits other than statutory superannuation. The maximum total remuneration payable to Non Executive Directors was approved by Shareholders at the 2006 Annual General Meeting and is currently $500,000. From time to time additional benefits may be agreed with Directors with due regard to market conditions.
Page 19 of 83
and its controlled entities
IMDEX LIMITED
INCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2009
| Notes Continuing operations Revenue from sale of goods and operating lease rental Other revenue from operations Total revenue 4 Other income 4 Raw materials and consumables used 4 Employee benefit expense 4 Depreciation expense 4 Amortisation expense 4 Finance costs 4 Other expenses 4 Profit before tax Income tax expense 5 Profit from continuing operations Profit from discontinued operations 29 Profit for the year Attributable to: Equity holders of the parent Minority interest Earnings per share Continuing operations: Basic earnings per share (cents) 21 Diluted earnings per share (cents) 21 Basic earnings per share (cents) 21 Diluted earnings per share (cents) 21 Continuing and discontinued operations: |
Year Ended Year Ended Year Ended Year Ended 30 June 2009 30 June 2008 30 June 2009 30 June 2008 $’000 $’000 $’000 $’000 136,968 142,009 - - 2,024 1,900 3,822 3,338 Consolidated Company |
|---|---|
| 138,992 143,909 3,822 3,338 |
|
| 253 369 16,902 27,474 (61,700) (59,589) - - (28,467) (22,996) (7,443) (5,720) (3,318) (3,266) (187) (198) (6,535) (6,055) - - (2,850) (2,762) (2,170) (1,575) (18,180) (17,725) (1,351) (4,474) |
|
| 18,195 31,885 9,573 18,845 |
|
| (6,128) (10,804) (1,057) (2,520) |
|
| 12,067 21,081 8,516 16,325 |
|
| - 10,921 - - |
|
| 12,067 32,002 8,516 16,325 |
|
| 12,067 31,966 8,516 16,325 - 36 - - |
|
| 12,067 32,002 8,516 16,325 |
|
| 6.37 11.22 6.23 10.79 6.37 17.04 6.23 16.38 |
The Income Statement should be read in conjunction with the accompanying notes.
Page 20 of 83
and its controlled entities
IMDEX LIMITED
BALANCE SHEET AS AT 30 JUNE 2009
| Notes Current Assets Cash and Cash Equivalents 31 Trade and Other Receivables 7 Inventories 8 Other Financial Assets 9 Other 10 Non Current Assets Classified as Held for Sale 11 Total Current Assets Non Current Assets Other Financial Assets 9 Property, Plant and Equipment 12 Goodwill 13 Other Intangible Assets 14 Total Non Current Assets Total Assets Current Liabilities Trade and Other Payables 15 Borrowings 16 Current Tax Payables 5 Provisions 17 Other Current Liabilities 18 Total Current Liabilities Non Current Liabilities Borrowings 16 Deferred Tax Liabilities 5 Provisions 17 Other Non Current Liabilities 18 Total Non Current Liabilities Total Liabilities Net Assets Equity Contributed Capital 19 Foreign Currency Translation Reserve 20 Employee Equity-Settled Benefits Reserve 20 Retained Profits Total Equity |
30 June 2009 30 June 2008 30 June 2009 30 June 2008 $’000 $’000 $’000 $’000 11,975 13,276 1,455 869 23,367 32,079 5,836 2,401 26,535 21,716 - - 12,340 13,237 12,340 13,237 1,507 1,200 22 20 Consolidated Company |
|---|---|
| 75,724 81,508 19,653 16,527 8,130 4,500 8,130 4,500 |
|
| 83,854 86,008 27,783 21,027 |
|
| - - 74,772 71,022 10,781 7,140 541 522 55,268 52,626 - - 23,915 27,289 - - |
|
| 89,964 87,055 75,313 71,544 |
|
| 173,818 173,063 103,096 92,571 |
|
| 12,769 16,522 1,166 1,811 13,514 13,016 10,000 9,000 5,268 8,792 2,249 2,643 1,317 972 422 245 2,492 2,687 - - |
|
| 35,360 41,989 13,837 13,699 |
|
| 18,033 17,132 11,500 8,000 3,674 5,024 732 273 553 558 310 128 - 2,717 - - |
|
| 22,260 25,431 12,542 8,401 |
|
| 57,620 67,420 26,379 22,100 |
|
| 116,198 105,643 76,717 70,471 |
|
| 67,136 64,883 67,136 64,883 (4,105) (4,863) - - 4,024 2,573 4,024 2,573 49,143 43,050 5,557 3,015 |
|
| 116,198 105,643 76,717 70,471 |
The Balance Sheet should be read in conjunction with the accompanying notes.
Page 21 of 83
IMDEX LIMITED
and its controlled entities
STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2009
| CONSOLIDATED Notes Balance at 1 July 2007 Exchange differences on translation of foreign operations after taxation 20 Net income recognised directly in equity Profit for the period Total recognised income and expense for the period Dividend paid 22 Share based payments 20 Issue of shares as part consideration for the acquisition of Poly-Drill 19 Issue of shares as part consideration for the acquisition of Southernland 19 Tax effect of prior period share issue costs 19 Issue of shares under staff option plan 19, 20 Balance at 30 June 2008 Exchange differences on translation of foreign operations after taxation 20 Net income recognised directly in equity Profit for the period Total recognised income and expense for the period Dividend paid 22 Share based payments 20 Issue of shares as part consideration for the acquisition of Suay 19 Conversion of capital 19 Issue of shares as part consideration for the acquisition of Imdex Technology Sweden AB (formerly Flexit AB) 19 Tax effect of prior period share issue costs 19 Issue of shares under staff option plan 19, 20 Balance at 30 June 2009 |
$'000 $'000 $'000 $'000 $'000 $'000 54,282 6,700 (2,137) 751 17,018 76,614 - - (2,726) - - (2,726) Fully Paid Ordinary Shares Mandatory Convertible Capital Total Attributable to Equity Holders of the Entity Foreign Currency Translation Reserve Employee Equity- Settled Benefits Reserve Retained Earnings |
|---|---|
| - - (2,726) - - (2,726) |
|
| - - - - 31,966 31,966 |
|
| - - - - 31,966 31,966 |
|
| - - - - (5,934) (5,934) - - - 2,025 - 2,025 1,750 - - - - 1,750 1,387 - - - - 1,387 (113) - - - - (113) 877 - - (203) - 674 |
|
| 58,183 6,700 (4,863) 2,573 43,050 105,643 - - 758 - - 758 |
|
| - - 758 - - 758 |
|
| - - - - 12,067 12,067 |
|
| - - - - 12,067 12,067 |
|
| - - - - (5,974) (5,974) - - - 1,487 - 1,487 278 - - - - 278 6,700 (6,700) - - - - 1,900 - - - - 1,900 (54) - - - - (54) 129 - - (36) - 93 |
|
| 67,136 - (4,105) 4,024 49,143 116,198 |
The Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Page 22 of 83
IMDEX LIMITED
and its controlled entities
STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2009
| COMPANY Notes Balance at 1 July 2007 Profit for the period Total recognised income and expense for the period Dividend paid 22 Share based payments 20 Issue of shares as part consideration for the acquisition of Poly-Drill 19 Issue of shares as part consideration for the acquisition of Southernland 19 Tax effect of prior period share issue costs 19 Issue of shares under staff option plan 19, 20 Balance at 30 June 2008 Profit for the period Total recognised income and expense for the period Dividend paid 22 Share based payments 20 Issue of shares as part consideration for the acquisition of Suay 19 Conversion of capital 19 Issue of shares as part consideration for the acquisition of Imdex Technology Sweden AB (formerly Flexit AB) 19 Tax effect of prior period share issue costs 19 Issue of shares under staff option plan 19, 20 Balance at 30 June 2009 |
$'000 $'000 $'000 $'000 $'000 $'000 54,282 6,700 - 751 (7,376) 54,357 - - - - 16,325 16,325 Retained Earnings / (Accumulated Losses) Total Attributable to Equity Holders of the Entity Fully Paid Ordinary Shares Mandatory Convertible Capital Foreign Currency Translation Reserve Employee Equity- Settled Benefits Reserve |
|---|---|
| - - - - 16,325 16,325 |
|
| - - - - (5,934) (5,934) - - - 2,025 - 2,025 1,750 - - - - 1,750 1,387 - - - - 1,387 (113) - - - - (113) 877 - - (203) - 674 |
|
| 58,183 6,700 - 2,573 3,015 70,471 - - - - 8,516 8,516 |
|
| - - - - 8,516 8,516 |
|
| - - - - (5,974) (5,974) - - - 1,487 - 1,487 278 - - - - 278 6,700 (6,700) - - - - 1,900 - - - - 1,900 (54) - - - - (54) 129 - - (36) - 93 |
|
| 67,136 - - 4,024 5,557 76,717 |
The Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Page 23 of 83
IMDEX LIMITED
and its controlled entities
CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2009
| Notes Cash Flows From Operating Activities Receipts from customers Payments to suppliers and employees Intercompany management fees received Interest and other costs of finance paid Income tax paid Net cash provided by / (used in) Operating Activities 31(c) Cash Flows From Investing Activities Interest received Intercompany dividend received Payment for property, plant and equipment Proceeds from sale of property, plant and equipment Payment for development costs capitalised 14 Payment for shares of Wildcat net of cash acquired 27(a) Payment for shares of Imdex Technology UK net of cash acquired 27(g) Payment for shares of Poly-Drill net of cash acquired 27(c) Payment for shares of Suay net of cash acquired 27(d), (e) Payment for shares of Southernland net of cash acquired 27(f) Payment for shares of ITG net of cash acquired 27(b) Proceeds on the sale of Surtron net of cash disposed 29 Net cash provided by / (used in) Investing Activities Cash Flows From Financing Activities Advances from / (to) Controlled Entities Cash received on exercise of options Dividend paid to equity holders of the parent 22 Hire purchase debt raised Hire purchase and lease payments Payment for interest rate cap Payment of convertible note interest Proceeds from borrowings Repayment of borrowings Net cash used in Financing Activities Net Increase / (Decrease) in Cash and Cash Equivalents Held Cash and Cash Equivalents At The Beginning Of The Financial Year 31(a) Effects of exchange rate changes on the balance of cash and cash equivalents held in foreign currencies Cash and Cash Equivalents At The End Of The Financial Year 31(a) |
Year Ended Year Ended Year Ended Year Ended 30 June 2009 30 June 2008 30 June 2009 30 June 2008 $’000 $’000 $’000 $’000 161,981 154,253 - - (132,564) (126,292) (8,285) (7,565) - - 7,481 4,665 (1,963) (2,342) (1,530) (1,562) (11,279) (15,362) (1,046) (8,907) Consolidated Company |
|---|---|
| 16,175 10,257 (3,380) (13,369) |
|
| 119 451 56 212 - - 7,500 3,378 (7,741) (4,803) (236) (42) 2,113 1,138 71 - (3,650) - - - (1,902) - (1,902) - (3,106) (5,088) - - - (899) - (1,571) (500) (246) (500) (246) - (1,446) - (1,533) - (13,853) - - - 18,000 - 19,873 |
|
| (14,667) (6,746) 4,989 20,071 |
|
| - - 358 (5,443) 93 674 93 674 (5,974) (5,934) (5,974) (5,934) 1,838 - - - (227) (888) - (89) - (239) - (239) - (464) - (464) 7,000 12,000 7,000 12,000 (6,593) (9,983) (2,500) (7,300) |
|
| (3,863) (4,834) (1,023) (6,795) |
|
| (2,355) (1,323) 586 (93) |
|
| 13,276 15,271 869 962 1,054 (672) - - |
|
| 11,975 13,276 1,455 869 |
The Cash Flow Statement should be read in conjunction with the accompanying notes.
Page 24 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
1 Adoption of New and Revised Accounting Standards
At the date of authorisation of the financial report, a number of Standards and Interpretations were in issue but not yet effective.
Initial application of the following Standards will not affect any of the amounts recognised in the financial report, but will change the disclosures presently made in relation to the Group and the Company’s financial report:
| Standard | Effective for annual reporting periods beginning on or after |
Expected to be initially applied in the financial year ending |
|---|---|---|
| AASB 101 ‘Presentation of Financial Statements’ (revised September 2007), AASB 2007-8 ‘Amendments to Australian Accounting Standards arising from AASB 101’, AASB 2007-10 ‘Further Amendments to Australian Accounting Standards arising from AASB 101’ |
1 January 2009 | 30 June 2010 |
| AASB 8 ‘Operating Segments’, AASB 2007-3 ‘Amendments to Australian Accounting Standards arising from AASB 8’ |
1 January 2009 | 30 June 2010 |
| AASB 2009-2 ‘Amendments to Australian Accounting Standards – Improving Disclosures about Financial Instruments’ |
1 January 2009 (and that ends on or after 30 April 2009) |
30 June 2010 |
Initial application of the following Standards/Interpretations is not expected to have any material impact on the financial report of the Group and the Company:
| Standard | Effective for annual reporting periods beginning on or after |
Expected to be initially applied in the financial year ending |
|---|---|---|
| AASB 123 ‘Borrowing Costs’ (revised), AASB 2007-6 ‘Amendments to Australian Accounting Standards arising from AASB 123’ |
1 January 2009 | 30 June 2010 |
| AASB 3 ‘Business Combinations’ (revised), AASB 127 ‘Consolidated and Separate Financial Statements’ (revised) and AASB 2008-3 ‘Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127’ |
Business combinations occurring after the beginning of annual reporting periods beginning 1 July 2009 |
30 June 2010 |
| AASB 2008-1 ‘Amendments to Australian Accounting Standard - Share-based Payments: Vesting Conditions and Cancellations’ |
1 January 2009 | 30 June 2010 |
| AASB 2008-2 ‘Amendments to Australian Accounting Standards – Puttable Financial Instruments and Obligations arising on Liquidation’ |
1 January 2009 | 30 June 2010 |
| AASB 2008-5 ‘Amendments to Australian Accounting Standards arising from the Annual Improvements Project’ |
1 January 2009 | 30 June 2010 |
| AASB 2008-6 ‘Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project’ |
1 July 2009 | 30 June 2010 |
| AASB 2008-7 ‘Amendments to Australian Accounting Standards – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate |
1 January 2009 | 30 June 2010 |
| AASB 2008-8 ‘Amendments to Australian Accounting Standards – Eligible Hedged Items’ |
July 2009 | 30 June 2010 |
| AASB 2009-4 ‘Amendments to Australian Accounting Standards arising from the Annual Improvements Process’ |
July 2009 | 30 June 2010 |
Page 25 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
1 Adoption of New and Revised Accounting Standards (continued)
| Standard | Effective for annual reporting periods beginning on or after |
Expected to be initially applied in the financial year ending |
|---|---|---|
| AASB 2009-5 ‘Further Amendments to Australian Accounting Standards arising from the Annual Improvements Process’ |
1 January 2010 (Applicable to financial years beginning on or after 1 January 2010, except for the amendments made to the guidance to AASB 118 ‘Revenue’ that have no explicit application date and are taken to be immediately effective) |
30 June 2011 |
| AASB 2009-6 “Amendments to Australian Accounting Standards” |
1 January 2009 (Applicable to financial years beginning on or after 1 January 2009 that end on or after 30 June 2009) |
30 June 2010 |
| AASB 2009-7 “Amendments to Australian Accounting Standards” |
1 July 2009 | 30 June 2010 |
| AASB 1 ‘First-time Adoption of Australian Accounting Standards’ | 1 July 2009 | 30 June 2010 |
| AASB Interpretation 15 ‘Agreements for the Construction of Real Estate’ |
1 January 2009 | 30 June 2010 |
| AASB Interpretation 16 ‘Hedges of a Net Investment in a Foreign Operation’ |
1 October 2008 | 30 June 2010 |
| AASB Interpretation 17 ‘Distributions of Non-cash Assets to Owners’, AASB 2008-13 ‘Amendments to Australian Accounting Standards arising from AASB Interpretation 17 – Distributions of Non-cash Assets to Owners’ |
July 2009 | 30 June 2010 |
| AASB Interpretation 18 ‘Transfers of Assets from Customers’ | 1 July 2009 (AASB Interpretation 18 applies to transfers of assets from customers received on or after 1 July 2009) |
30 June 2010 |
The initial application of the expected issue of an Australian equivalent accounting Standard/Interpretation to the following Standard/interpretation is not expected to have a material impact on the financial report of the Group and the Company :
| Standard | Effective for annual reporting periods beginning on or after |
Expected to be initially applied in the financial year ending |
|---|---|---|
| Nothing issued up to last update of the document |
Page 26 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
2 Summary of Significant Accounting Policies
The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001 and Accounting Standards and Interpretations and complies with other requirements of the law. Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘A-IFRS’). Compliance with the A-IFRS ensures that the consolidated financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (‘IFRS’).
The financial report includes the separate financial statements of the Company and the consolidated financial statements of the Group.
The financial statements were authorised for issue by the directors on 14 August 2009.
(a) Basis of preparation
The Financial Report has been prepared on the basis of historical cost except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.
The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.
Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported.
The following significant accounting policies have been adopted in the preparation and presentation of the Financial Report:
(b) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, cash in banks and investments in money market instruments, net of outstanding bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
(c) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
(i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
(ii) for receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.
(d) Goodwill
Goodwill acquired in a business combination is initially measured at its cost, being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. Goodwill is subsequently measured at its cost less any impairment losses.
For the purpose of impairment testing goodwill is allocated to each of the Group’s cash-generating units (CGU’s), or groups of CGU’s, expected to benefit from the synergies of the business combination. CGU’s (or groups of CGU’s) to which goodwill has been allocated are tested for impairment annually, or more frequently if events or changes in circumstances indicate that goodwill might be impaired.
If the recoverable amount of the CGU (or group of CGU’s) is less than the carrying amount of the CGU (or groups of CGU’s), the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGU (or groups of CGU’s) and then to the other assets of the CGU (or groups of CGU’s) pro-rata on the basis of the carrying amount of each asset in the CGU (or groups of CGU’s). An impairment loss recognised for goodwill is recognised immediately in profit or loss and is not reversed in a subsequent period.
On disposal of an operation within a CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal of the operation.
Page 27 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
2 Summary of Significant Accounting Policies (continued)
(e) Inventories
Inventories are valued at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventory on hand by the method most appropriate to each particular class of inventory, with the majority being valued on a first in first out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale.
(f) Property, plant and equipment
Plant and equipment, leasehold improvements and equipment under finance lease are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition.
Depreciation is calculated on a straight line basis in order to write off the net cost of each asset over its expected useful life to its estimated residual value. Leasehold improvements and assets held under finance lease are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives, residual values and depreciation method is reviewed at the end of each annual reporting period, with the effect of any changes recognised on a prospective basis.
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
The annual depreciation rates used for each class of assets are as follows:
| Plant and equipment: | 10% to 50% |
|---|---|
| Equipment rented to third parties: | 10% to 50% |
| Equipment under finance lease: | 20% |
(g) Share-based payments
Equity-settled share-based payments with employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by the use of the Black-Scholes Model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Group’s estimate of shares that will eventually vest.
At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to the employee equity-settled benefits reserve.
(h) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) (referred to as ‘the Group’ in these financial statements). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Page 28 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
2 Summary of Significant Accounting Policies (continued)
(i) Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 ‘Business Combinations’ (2004) are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 ‘Non-current Assets Held for Sale and Discontinued Operations’, which are recognised and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.
(j) Borrowing costs
Borrowing costs are recognised in the profit or loss in the period in which they are incurred.
(k) Foreign currency
The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in Australian dollars, which is the functional currency of Imdex Limited, and the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned or likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment.
On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such exchange differences are recognised in profit or loss in the period in which the foreign operation is disposed.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after the date of transition to A-IFRS are treated as assets and liabilities of the foreign entity and translated at exchange rates prevailing at the reporting date. Goodwill arising on acquisitions before the date of transition to A-IFRS is treated as an Australian dollar denominated asset.
(l) Derivative financial instruments
The Group enters into derivative financial instruments to manage its exposure to interest rate risk. This risk is primarily managed through the use of an interest rate cap. Further details of derivative financial instruments are disclosed in the financial instrument note in the financial statements.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in the profit or loss immediately. The Group has not designated any financial instruments as being hedge accounted.
(i) Embedded derivatives
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not measured at fair value with changes in fair value recognised in profit or loss.
Page 29 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
2 Summary of Significant Accounting Policies (continued)
(m) Financial assets
Investments are recognised and derecognised on trade date where purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as ‘at fair value through the profit or loss’ which are initially measured at fair value. Subsequent to initial recognition, investments in subsidiaries are measured at cost.
Other financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’, ‘held-tomaturity’ investments, ‘available-for-sale’ financial assets, and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
(i) Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period.
Income is recognised on an effective interest rate basis for debt instruments other than those financial assets ‘at fair value through profit or loss’.
(ii) Held-to-maturity investments
Bills of exchange and debentures with fixed or determinable payments and fixed maturity dates where the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortised cost using the effective interest method less impairment, with revenue recognised on an effective yield basis.
(iii) Financial assets at fair value through profit or loss
Financial assets are classified as financial assets at fair value through profit or loss where the financial asset:
-
Has been acquired principally for the purpose of selling in the near future;
-
Is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
-
Is a derivative that is not designated and effective as a hedging instrument.
Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset.
(iv) Available-for-sale financial assets
Available-for-sale assets are stated at fair value. Gains and losses arising from changes in fair value are recognised directly in the investments revaluation reserve with the exception of impairment losses, interest calculated using the effective interest rate method and foreign exchange gains and losses on monetary assets which are recognised directly in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the investments revaluation reserve is included in profit or loss for the period.
The fair value of available-for-sale monetary assets held in a foreign currency is determined in that foreign currency and translated at the spot rate at reporting date. The change in fair value attributable to translation differences that results from a change in amortised cost of the asset is recognised in profit or loss, and other changes are recognised in equity.
(v) Loans and receivables
Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest rate method less impairment. Interest is recognised by applying the effective interest rate.
(vi) Impairment of financial assets
Financial assets other than those at fair value through profit or loss, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
The carrying value of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying value is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.
With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
In respect of available-for-sale instruments, any subsequent increase in fair value after an impairment loss is recognised directly in equity.
Page 30 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
2 Summary of Significant Accounting Policies (continued)
(m) Financial assets (continued)
- (vi) Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risk and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
(n) Financial instruments issued by the Company
(i) Debt and equity instruments
Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs. (ii) Financial liabilities
Financial liabilities are classified as either financial liabilities ‘at fair value through profit or loss’ or other financial liabilities.
(iii) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised through profit or loss incorporates any interest paid on the financial liability.
A financial liability is held for trading if:
-
it has been incurred principally for the purpose of repurchasing in the near future; or
-
it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
-
it is a derivative that is not designated and effective as a hedging instrument.
A financial liability other than a financial liability held for trading is designated as ‘at fair value through profit or loss’ upon initial recognition if:
-
such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
-
the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally or on that basis; or
-
it forms part of a contract containing one or more embedded derivatives, and AASB139 ‘Financial Instruments: Recognition and Measurement’ permits the entire combined contract (asset or liability) to be designated as ‘at fair value through profit or loss’.
(iv) Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.
Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method, with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.
Page 31 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
2 Summary of Significant Accounting Policies (continued)
(o) Intangible assets
(i) Intangible assets acquired in a business combination
All intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their value can be measured reliably. Identifiable intangible assets comprise intellectual property, technology, contracts, customers, development costs and trade marks. These are recorded at cost less accumulated amortisation and impairment. Amortisation is charged on a straight line basis over their estimated useful lives. The estimated useful life and amortisation method is reviewed at the end of each annual reporting period.
Estimated useful lives are as follows:
Intellectual property - Samchem indefinite Intellectual property – other 10 years Technology 5-7 years Contracts 1-5 years (term of contract) Customers 5-6 years Trade Names and Patents 1-6 years
Intellectual property of Samchem recognised by the Company has an indefinite useful life and is not amortised. Each period, the useful life of this asset is reviewed to determine whether events and circumstances continue to support an indefinite useful life assessment for the asset. Such assets are tested for impairment in accordance with the policy stated in note 2(t).
(ii) Research and development costs
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period as incurred. An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following are demonstrated:
-
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
-
the intention to complete the intangible asset and use or sell it;
-
the ability to use or sell the intangible asset;
-
how the intangible asset will generate probable future economic benefits;
-
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
-
the ability to measure reliably the expenditure attributable to the intangible asset during its development.
Capitalised development costs are stated at cost less accumulated amortisation and impairment, and are amortised on a straight-line basis over their useful life of 5 years, commencing on commercialisation of the underlying projects.
(p) Taxation
- (i) Current tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
Page 32 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
2 Summary of Significant Accounting Policies (continued)
(p) Taxation (continued)
(ii) Deferred tax
Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) that affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches, associates and joint ventures except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company/Group intends to settle its current tax assets and liabilities on a net basis.
(iii) Current and deferred tax for the period
Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess.
(iv) Tax consolidation
The Company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. Imdex Limited is the head entity in the tax-consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences in the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each member of the group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the taxconsolidated group in accordance with the arrangement. Further information about the tax funding arrangement is detailed in note 5 to the financial statements. Where the tax contribution amount recognised by each member of the tax-consolidated group for a particular period is different to the aggregate of the current tax liability or asset and any deferred tax asset arising from unused tax losses and tax credit in respect of that period, the difference is recognised as a contribution from (or distribution to) equity participants.
Page 33 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
2 Summary of Significant Accounting Policies (continued)
(q) Leased assets
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
(i) Group as Lessor
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.
(ii) Group as Lessee Assets held under finance leases are initially recognised at their fair value or, if lower, at amounts equal to the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs. Finance leased assets are amortised on a straight line basis over the estimated useful life of the asset.
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
(iii) Lease incentives In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
(r) Revenue
Revenue is measured at the fair value of the consideration received or receivable.
- (i) Sale of goods
Revenue from the sale of goods is recognised when all the following conditions are satisfied:
-
the Group has transferred to the buyer the significant risks and rewards of ownerships of the goods;
-
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
-
the amount of revenue can be measured reliably;
-
it is probable that the economic benefits associated with the transaction will flow to the entity; and
-
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
-
(ii) Rendering of services
Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract.
- (iii) Royalties
Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement.
- (iv) Dividend and interest revenue
Dividend revenue from investments is recognised when the shareholders right to receive payment has been established. Interest revenue is accrued on a time basis, by reference to the principle outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.
(v) Operating lease income
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.
Page 34 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
2 Summary of Significant Accounting Policies (continued)
(s) Employee benefits
(i) Provisions
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.
Provisions made in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.
Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.
(ii) Defined contribution plans
Contributions to defined contribution superannuation plans are expensed when incurred.
(t) Impairment of other tangible and intangible assets
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cashgenerating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately.
(u) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive), as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cashflows estimated to settle the present obligation, its carrying amount is the present value of those cashflows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably.
(v) Non-current assets held for sale
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual or customary for such a sale and the sale is highly probable. The sale of the asset (or disposal group) must be expected to be completed within one year from the date of classification, except in the circumstances where sale is delayed by events or circumstances outside the Group’s control and the Group remains committed to a sale.
Page 35 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
3 Critical Accounting Judgements and Key Sources of Estimation Uncertainty
In the application of the Group’s accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the entity’s accounting policies
Management have not made any significant critical judgements in the process of applying the Group’s accounting policies.
Key sources of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:
Value of Shares
Note 11 describes the investment held in Sino Gas & Energy Holdings Ltd (SGE). Australian Accounting Standards require this investment to be held at the lower of carrying value and fair value less costs to sell. In making the assessment of which value is the lower, the Directors have had to make estimates of the fair value of this investment and the expected costs to sell. The Directors have estimated this investment to have a fair value in excess of its carrying value of $8.1 million at 30 June 2009 (2008: $4,500,000).
The fair value of this unlisted investment has been determined using the Directors' best estimate. The Directors have estimated the fair market value by having regard to share placements previously made by SGE, the results of exploration activity to date, discussions with potential investors and having regard to the fact that SGE is an unlisted entity and the shares held in SGE can not be readily traded on any share market.
Impairment of Goodwill and Intangibles
Determining whether goodwill and intangibles are impaired requires an estimation of the value in use of the cash-generating units to which goodwill and intangibles are attributable. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. A forward looking estimation of this nature is inherently uncertain. No impairment losses have been booked in the current or prior years. Refer notes 13 and 14.
Page 36 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
4 Profit from Operations
| (a) Revenue from operations Revenue from continuing and discontinued operations consisted of the following items: Revenue from continuing operations Revenue from the sale of goods Operating rental income Interest income - bank deposits Interest income - other loans and receivables Revenue from discontinuing operations Revenue from the rendering of services |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 103,055 118,109 - - 33,914 23,900 - - 118 451 56 211 1,905 1,449 3,766 3,127 Consolidated Company |
|---|---|
| 138,992 143,909 3,822 3,338 |
|
| - 6,584 - - |
|
| 138,992 150,493 3,822 3,338 |
| (b) Profit before income tax Other than as disclosed on the face of the income statement, profit before income tax has been arrived at after crediting / (charging) the following gains and losses from continuing and discontinued operations: (Loss) / gain on disposal of property, plant and equipment Foreign exchange gain / (loss) Gains attributable to: Continuing operations Discontinued operations Losses attributable to: Continuing operations Discontinued operations Loans and receivables (including cash and cash equivalents) Interest revenue Exchange gain/(loss) Financial liabilities at amortised cost Interest expense Exchange gain/(loss) |
(91) 91 41 - 2,334 (407) 2,352 (266) |
|---|---|
| 2,243 (316) 2,393 (266) |
|
| 2,334 91 2,393 - - - - - |
|
| 2,334 91 2,393 - |
|
| (91) (407) - (266) - - - - |
|
| (91) (407) - (266) |
|
| 2,243 (316) 2,393 (266) |
|
| 2,024 1,900 3,822 3,338 2,014 (305) 1,724 (266) |
|
| 4,038 1,595 5,546 3,072 |
|
| (2,850) (2,822) (2,170) (1,575) 320 102 222 - |
|
| (2,530) (2,720) (1,948) (1,575) |
Page 37 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
4 Profit from Operations (continued)
| Profit before income tax has been arrived at after charging the following items of income and expense. The line items below combine amounts attributable to both continuing and discontinued operations: Other income Gain on disposal of property, plant and equipment Gain on disposal of subsidiary Management fees from subsidiaries Dividends from subsidiaries Other revenue Depreciation and amortisation of Non Current Assets Depreciation of property, plant and equipment (note 12) Amortisation of intangible assets (note 14) Depreciation and amortisation attributable to Continuing operations Discontinued operations Finance costs Interest on hire purchase liabilities Interest on deferred acquisition consideration Interest on commercial bills Interest on bank loan Interest on overdraft Interest rate cap expense Other interest Finance costs - attributable to Continuing operations Discontinued operations Other expenses Commissions Consultancy fees Legal and professional expenses (i) Foreign exchange (gain) / loss Rent and premises costs Travel and accommodation Motor vehicle costs Other expenses |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 - 91 41 - - - - 17,245 - - 9,361 6,671 - - 7,500 3,379 253 278 - 179 Consolidated Company |
|---|---|
| 253 369 16,902 27,474 |
|
| 3,318 3,733 187 198 6,535 6,055 - - |
|
| 9,853 9,788 187 198 |
|
| 9,853 9,321 187 198 - 467 - - |
|
| 9,853 9,788 187 198 |
|
| 53 66 - 3 194 404 - - 1,315 1,487 1,315 1,487 421 744 - - 195 - 193 - 229 - 229 - 443 121 433 85 |
|
| 2,850 2,822 2,170 1,575 |
|
| 2,850 2,762 2,170 1,575 - 60 - - |
|
| 2,850 2,822 2,170 1,575 |
|
| 974 1,425 - - 1,257 2,026 306 305 2,020 1,742 1,012 990 (2,334) 407 (2,352) 266 2,847 2,244 239 172 3,840 3,450 780 514 1,629 1,374 85 100 7,9475,771 1,281 2,127 |
|
| 18,180 18,439 1,351 4,474 |
(i) Includes legal, audit, accounting, share registry and corporate secretarial fees.
Page 38 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
4 Profit from Operations (continued)
| Employee benefits expense Post-employment benefits: Defined contribution superannuation costs Share based payments: Equity-settled share based payments Other employee benefits Employee benefits expense attributable to Continuing operations Discontinued operations Cost of sales Cost of sales attributable to Continuing operations Discontinued operations Movement in provision for doubtful debts Movement attributable to Continuing operations Discontinued operations Operating lease rental (minimum lease payments) Operating lease rental expense attributable to Continuing operations Discontinued operations |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 1,399 807 375 204 1,487 2,025 1,487 2,025 25,581 20,768 5,581 3,491 Consolidated Company |
|---|---|
| 28,467 23,600 7,443 5,720 |
|
| 28,467 22,996 7,443 5,720 - 604 - - |
|
| 28,467 23,600 7,443 5,720 |
|
| 61,700 63,119 - - |
|
| 61,700 59,589 - - - 3,530 - - |
|
| 61,700 63,119 - - |
|
| (68) 198 - (71) |
|
| (68) 198 - (71) - - - - |
|
| (68) 198 - (71) |
|
| 3,306 2,386 273 178 |
|
| 3,306 2,203 273 178 - 183 - - |
|
| 3,306 2,386 273 178 |
5 Income Taxes
| (a) Income tax recognised in the income statement Tax expense comprises: Current tax expense Deferred tax expense relating to the origination and reversal of temporary differences (Over)/under provision per prior year Total tax expense Attributable to: Continuing operations Discontinued operations |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 6,740 15,483 371 2,736 (552) (1,690) 616 150 (60) (563) 70 (366) 6,128 13,230 1,057 2,520 6,128 10,804 1,057 2,520 - 2,426 - - 6,128 13,230 1,057 2,520 Company Consolidated |
|---|---|
Page 39 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
5 Income Taxes (continued)
| Profit from continuing operations Profit from discontinued operations Profit from operations Income tax expense calculated at 30% Intercompany dividends received Non-deductible share based payments Additional provincial tax arising in a foreign jurisdiction Non-deductible interest on deferred payments Other non-deductible and non-assessable items Tax rate differential arising from foreign entities Carry forward losses not brought to account Capital losses utilised Non-assessable income from sale of foreign subsidiary (Over) / under provision of prior year income tax Prima facie income tax expense on pre-tax accounting profit from operations reconciles to income tax expense in the financial statements as follows: |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 18,195 31,885 9,573 18,845 - 13,347 - - Consolidated Company |
|---|---|
| 18,195 45,232 9,573 18,845 5,459 13,570 2,872 5,654 - - (2,250) (1,014) 446 986 446 986 201 230 - - 58 121 - - (224) 480 (81) 214 223 (171) - - 25 - - - - (844) - (844) - (579) - (2,110) (60) (563) 70 (366) |
|
| 6,128 13,230 1,057 2,520 |
The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian law. There has been no change in the corporate tax rate when compared with the previous reporting period.
| (b) Income tax recognised directly in equity The following current and deferred amounts were charged directly to equity during the period: Deferred tax: Translation of foreign operations (c) Current tax assets and liabilities Current tax payable (d) Deferred tax balances Deferred tax assets comprise: Provisions Inventory Property, plant and equipment Carry forward tax losses in subsidiary companies Accruals Foreign currency translation reserves Share issue expenses Deferred tax liabilities comprise: Accruals Property, plant and equipment Intangible assets Non-current assets classified as held for sale Net deferred tax balances Deferred tax: Share issue expenses deductible over five years |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 (53) (54) (53) (54) (223) 473 - 473 Company Consolidated |
|---|---|
| (276) 419 (53) 419 |
|
| 5,268 8,792 2,249 2,643 |
|
| 167 108 - - 862 - - - 2,114 2,571 - - 776 - - - - 400 - 110 532 755 727 727 97 150 97 150 |
|
| 4,548 3,984 824 987 |
|
| (111) - (62) - - (4) - - (6,617) (7,744) - - (1,494) (1,260) (1,494) (1,260) |
|
| (8,222) (9,008) (1,556) (1,260) |
|
| (3,674) (5,024) (732) (273) |
Unrecognised deferred tax assets:
The following have not been brought to account as assets:
Temporary differences relating to the translation of investments in subsidiary undertakings
426 950 - -
Page 40 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
5 Income Taxes (continued)
Tax Consolidation
Relevance of tax consolidation to the Group
Legislation to allow groups, comprising a parent entity and its Australian resident wholly-owned entities, to elect to consolidate and be treated as a single entity for income tax purposes was substantively enacted on 21 October 2002. The Company and its wholly-owned Australian resident entities are eligible to consolidate for tax purposes under this legislation and have elected to be taxed as a single entity from 1 July 2003. The head entity in the tax consolidated group for the purposes of the tax consolidation system is Imdex Limited.
Nature of tax funding arrangements and tax sharing agreements
Entities within the tax-consolidated group have entered into a tax funding and a tax-sharing agreement with the head entity. Under the terms of this agreement, Imdex Limited and each of the entities in the tax consolidated group has agreed to pay a tax equivalent payment to or from the head entity, based on the net accounting profit or loss of the entity and the current tax rate. Such amounts are reflected in amounts receivable from or payable to other entities in the tax consolidated group.
The tax sharing agreement entered into between members of the tax consolidated group provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations or if an entity should leave the tax consolidated group. The effect of the tax sharing agreement is that each member's liability for tax payable by the tax consolidated group is limited to the amount payable by the head entity under the tax funding arrangement.
The amount of contribution or distribution relating to tax consolidation in the current and prior year amounted to nil.
6 Remuneration of Auditors
| Deloitte Touche Tohmatsu (Australia) Audit or review of the financial report Taxation services - mainly compliance work, transfer pricing and global restructuring advice Other non-audit services: Other consulting services Deloitte Touche Tohmatsu (overseas affiliates) Audit or review of the financial report Taxation services - mainly compliance work, transfer pricing and global restructuring advice Other non-audit services: Other consulting services Other auditors Audit or review of the financial report Other non-audit services: Accounting assistance and taxation advice |
2009 2008 2009 2008 $ $ $ $ 219,208 164,443 219,208 164,443 229,184 287,356 229,184 287,356 30,812 34,650 30,812 34,650 Consolidated Company |
|---|---|
| 479,204 486,449 479,204 486,449 |
|
| 143,210 88,674 - - 11,166 3,391 - - 64,138 79,461 - - |
|
| 218,514 171,526 - - |
|
| 69,335 178,438 - - 448 112,315 - - |
|
| 69,783 290,753 - - |
|
| 767,501 948,728 479,204 486,449 |
Page 41 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
7 Trade and Other Receivables
| Notes Current Trade receivables (i) Allowance for doubtful debts (ii) Other receivables |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 22,290 31,669 701 2,006 (609) (677) - - Consolidated Company |
|---|---|
| 21,681 30,992 701 2,006 1,686 1,087 5,135 395 |
|
| 23,367 32,079 5,836 2,401 |
(i) The average credit period on sales of goods is 60 days. Trade receivables are interest free. An allowance has been made for estimated irrecoverable amounts from the sale of goods and services, determined by reference to past default experience and specific knowledge of individual debtors circumstances.
| Ageing of past due but not impaired debtors 0 - 30 days past due 31 - 60 days past due 61 + days past due |
1,455 3,006 - 128 4,362 2,636 - - 1,454 879 701 1,138 |
|---|---|
| 7,271 6,521 701 1,266 |
The above analysis shows debtors that are past due at the end of the reporting date where no provision has been raised as the Group believes that the amounts are still considered recoverable. The Group does not hold any collateral over these balances.
(ii) Movement in the allowance for doubtful debts
| Balance at the beginning of the year Amounts written off during the year (Decrease)/Increase in allowance recognised in profit or loss Balance at the end of the year |
677 479 - 71 - - - - (68) 198 - (71) |
|---|---|
| 609 677 - - |
All impaired debtors are in excess of 90 days overdue.
In determining the recoverability of a trade receivable the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.
8 Inventories
==> picture [477 x 93] intentionally omitted <==
----- Start of picture text -----
Consolidated Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Current
Raw materials - at cost 4,052 3,383 - -
Work in progress - at cost 1,527 797 - -
- -
Finished goods - at cost 20,956 17,536
26,535 21,716 - -
----- End of picture text -----
Page 42 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
9 Other Financial Assets
| Notes Current Derivatives at fair value Interest rate cap (i) Loans carried at amortised cost Loan to Sino Gas and Energy Holdings Limited (ii) Non-Current Loans carried at amortised cost Loans to Subsidiaries (iii) Investments carried at cost Investments in Subsidiaries |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 - 229 - 229 12,340 13,008 12,340 13,008 Consolidated Company |
|---|---|
| 12,340 13,237 12,340 13,237 |
|
| - - 62,230 60,382 - - 12,542 10,640 |
|
| - - 74,772 71,022 |
(i) Effective 1 January 2008 Imdex Limited entered into an interest rate cap. This instrument allows the interest paid on $10,000,000 of debt to be capped at 7% per annum for a period of 3 years. Refer note 32 for further disclosures around this and other financial instruments.
(ii) Comprises a loan from the Imdex Group to Sino Gas and Energy Holdings Ltd (SGE) in two tranches, one of A$5 million and one of US$5 million, both inclusive of capitalised interest and exclusive of amounts converted to equity in SGE. Interest of $1.9 million was recognised in the profit and loss in the current year (prior year $1.4 million). The funds advanced are secured by a fixed and floating charge over the assets of SGE. The loan bears interest at 13.5% per annum and is repayable on 30 June 2010. The loan carries the option for Imdex Limited to convert the loan balance into equity in SGE at market price. During the current year $3.63 million of capitalised interest was converted into shares in SGE at $0.50 per share.
(iii) Loans to Subsidiaries are repayable on demand. These loans carry no interest other than the loans to Samchem Drilling Fluids and Chemicals (Pty) Ltd, Imdex Sweden AB, Imdex South America S.A. and Suay Energy Services LLP. The loan to Samchem carries interest at the South African prime overdraft rate (currently 11%) plus a 2% margin. The loan to Imdex Sweden carries interest at the Stockholm Interbank Offered Rate (currently 0.65%) plus a margin of 0.3%. The loan to Imdex South America S.A. carries interest at the Chilean Monetary Policy Rate (currently 0.75%) plus a margin of 1%. The loan to Suay Energy Services LLP carries interest at the Kazakhstan prime overdraft rate (currently 8.5%) plus a margin of 2%.
10 Other Assets
| Current Prepayments |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 1,507 1,200 22 20 Consolidated Company |
|---|---|
| 1,507 1,200 22 20 |
Page 43 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
11 Non-Current Assets Classified as Held for Sale
| Notes Shares held for sale (i) |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 8,130 4,500 8,130 4,500 Consolidated Company |
|---|---|
(i) Comprises 22,260,000 fully paid ordinary shares in Sino Gas and Energy Holdings Ltd (SGE) (2008: 15,000,000 shares). The investment comprises 19% of the issued share capital of SGE (2008: 13%). As a result of the loan to SGE described in note 9 and by virtue of controlling 19% of the issued share capital of SGE, the Company is deemed to have significant influence over SGE. However, as the Company’s intention is to realise the value of the investment through sale and it meets the requirements of AASB 5: ‘Non-Current Assets Held for Sale and Discontinued Operations’ the investment is not within the scope of AASB 128: ‘Investments in Associates’. Accordingly, the investment has been classified as a non-current asset held for sale.
The Company intends to realise the value of this investment through sale via broker before 30 June 2010 subject to any escrow arrangements.
The investment increased by $3.6 million in the current year due to the capitalisation of interest on the loan described in note 9 at $0.50 per share.
12 Property, Plant and Equipment
| Consolidated Gross Carrying Value Balance at 30 June 2007 Additions Acquisitions through business combinations Disposals Disposal through sale of subsidiary Net foreign currency exchange differences Transfer Balance at 30 June 2008 Additions Acquisitions through business combinations Disposals Net foreign currency exchange differences Transfer Balance at 30 June 2009 Accumulated Depreciation Balance at 30 June 2007 Disposals Disposal through sale of subsidiary Acquisitions through business combinations Depreciation expense Net foreign currency exchange differences Transfer Balance at 30 June 2008 Disposals Acquisitions through business combinations Depreciation expense Net foreign currency exchange differences Transfer Balance at 30 June 2009 Net Book Value As at 30 June 2008 As at 30 June 2009 |
Plant and Equipment at cost Equipment Rented to Third Parties at cost Equipment under Hire Purchase at cost Capital Works in Progress at cost TOTAL $’000 $’000 $’000 $’000 $’000 14,003 9,395 1,940 548 25,886 3,420 1,281 - 517 5,218 561 - - - 561 (242) (2,143) (43) (4) (2,432) (10,739) - (1,584) (436) (12,759) (420) (201) (11) (36) (668) 425 (78) (282) (65) - |
|---|---|
| 7,008 8,254 20 524 15,806 4,633 1,418 491 1,199 7,741 266 - - - 266 (2,953) (4,506) - - (7,459) 267 1,129 4 23 1,423 1,062(283) (23) (756) - |
|
| 10,283 6,012 492 990 17,777 | |
| 6,495 4,956 1,228 - 12,679 (96) (1,283) (6) - (1,385) (5,149) - (1,085) - (6,234) 250 - - - 250 1,397 2,241 95 - 3,733 (134) (239) (4) - (377) 218 (4) (214) - - |
|
| 2,981 5,671 14 - 8,666 (1,295) (3,965) - - (5,260) - - - - - 1,580 1,613 125 - 3,318 71 199 2 - 272 97(81) (16) - - |
|
| 3,434 3,437 125 - 6,996 | |
| 4,027 2,583 6 524 7,140 | |
| 6,849 2,575 367 990 10,781 |
Page 44 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
12 Property, Plant and Equipment (continued)
| Company Plant and Equipment at cost $’000 Gross Carrying Value Balance at 30 June 2007 1,630 Additions 42 Transfer to subsidiary (381) Balance at 30 June 2008 1,291 Additions 207 Disposals (488) Balance at 30 June 2009 1,010 Accumulated Depreciation Balance at 30 June 2007 794 Transfer to subsidiary (223) Depreciation expense 198 Balance at 30 June 2008 769 Disposals (458) Depreciation expense 187 Balance at 30 June 2009 498 Net Book Value As at 30 June 2008 522 As at 30 June 2009 512 Plant and equipment Equipment under hire purchase Aggregate depreciation allocated, whether recognised as an expense or capitalised as part of the carrying amount of other assets during the year: Plant and equipment rented to third parties |
Plant and Equipment at cost $’000 1,630 42 (381) |
Equipment Rented to Third Parties at cost Equipment under Hire Purchase at cost Capital Works in Progress at cost TOTAL $’000 $’000 $’000 $’000 7,273 53 19 8,975 - - - 42 (7,273) (53) (19) (7,726) |
|---|---|---|
| 1,291 207 (488) |
- - - 1,291 - - 29 236 - - -(488) |
|
| 1,010 | - - 29 1,039 |
|
| 794 (223) 198 |
3,263 32 - 4,089 (3,263) (32) - (3,518) - - - 198 |
|
| 769 (458) 187 |
- - - 769 - - - (458) - - - 187 |
|
| 498 | - - - 498 |
|
| 522 | - - - 522 |
|
| 512 | - - 29 541 |
|
| 2009 2008 2009 2008 $’000 $’000 $’000 $’000 1,580 1,397 187 198 1,613 2,241 - - 125 95 - - Company Consolidated |
||
| 3,318 3,733 187 198 |
Page 45 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
13 Goodwill
| Notes Gross Carrying Amount Balance at beginning of the financial year Recognised on acquisition of Wildcat Chemicals Australia Pty Ltd (i) Recognised on acquisition of Imdex Technology Sweden AB (formerly Flexit AB) 19(i) Recognised on acquisition of Suay Energy Services LLP (ii) Recognised on acquisition of Poly-Drill Drilling Systems Ltd (iii) Recognised on acquisition of Southernland S.A. (iv) Recognised on acquisition of Imdex Technology Germany GmbH (ITG) (formerly System Entwicklungs GmbH) (v) Effect of foreign exchange movements Balance at end of the financial year Accumulated Impairment Losses Balance at beginning of the financial year Impairment losses for the year Balance at end of the financial year Net Book Value At the beginning of the financial year At the end of the financial year Goodwill is allocated to cash-generating units as follows: Samchem Wildcat Suay Energy Services Poly-Drill Drilling Systems Southernland Reflex / Imdex Technology UK Flexit / ITG |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 52,626 35,033 - - 1,501 - - - 1,900 - - - - 1,266 - - - 3,369 - - - 2,413 - - - 10,499 - - (759) 46 - - Consolidated Company |
|---|---|
| 55,268 52,626 - - |
|
| - - - - - - - - |
|
| - - - - |
|
| 52,626 35,033 - - |
|
| 55,268 52,626 - - |
|
| 1,568 1,324 1,501 - 1,266 1,266 3,369 3,369 2,537 2,413 21,397 22,613 23,630 21,641 55,268 52,626 |
(i) Goodwill arose during the year on the acquisition of Wildcat Chemicals Australia Pty Ltd (Wildcat) by Imdex Limited effective 1 September 2008. (Refer note 27(a)). Wildcat is considered to be a separate cash generating unit since it operates independently from other Imdex operations in a separate geographical area being the Queensland area and in a separate market, being the manufacture of production and completion chemicals for oilfield operations. The recoverable amount of this goodwill has been determined based on a value in use calculation which uses a 5 year discounted cash flow projection based on the 2010 budget plus a terminal value. The projection assumes minor growth in the business beyond 2010. A discount rate of 10%, being the Imdex Group weighted average cost of capital has been used. Management believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed its recoverable amount.
(ii) Goodwill arose during the prior year on the acquisition of 75% of the issued share capital of Suay Energy Services LLP (Suay) by Imdex Limited effective 1 July 2007 and the remaining 25% of the issued share capital effective 30 June 2008. Refer notes 27(d) and 27(e). Suay is considered to be a separate cash generating unit since it operates independently from other Imdex operations in a separate geographical area being Kazakhstan and the surrounding Caspian Sea region.
(iii) Goodwill arose during the prior year on the acquisition of Poly-Drill Drilling Systems Ltd (Poly-Drill) by Imdex Limited effective 1 July 2007. Refer note 27(c). Poly-Drill is considered to be a separate cash generating unit since it manufactures and sells products independently from other Imdex operations in a separate geographical area being Canada.
(iv) Goodwill arose during the prior year on the acquisition of Southernland S.A. (Southernland) by Imdex South America S.A., a newly incorporated wholly owned subsidiary of Imdex Limited effective 1 July 2007. Refer note 27(f). Southernland is considered to be a separate cash generating unit since it manufactures and sells products independently from other Imdex operations in a separate geographical area being Latin America.
Page 46 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
13 Goodwill (continued)
(v) Goodwill arose during the prior year on the acquisition of 100% of the issued share capital of Imdex Technology Germany GmbH (ITG) (formerly System Entwicklungs GmbH) (refer note 27(b)). ITG and Imdex Technology Sweden AB (ITS) (formerly Flexit AB), a Swedish entity acquired in the FY07 financial year, are considered to be a single cash generating unit as they were purchased in close succession to create a single vertically integrated operation in the Down Hole Instrumentation division. They operate in the same business segment and geographical area and have the same operational management and a high level of operational and financial interdependency.
(vi) The recoverable amount of goodwill has been determined based on a value in use calculation which uses a 5 year discounted cash flow projection based on the 2010 budget plus a terminal value. The projection assumes conservative additional growth in cash generating units beyond 2010. Management believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed its recoverable amount. The key assumptions used in the value in use calculations for the various significant cash generating units are as follows:
| Budgeted sales growth | Discount Rate |
Exchange rate fluctuations |
||
|---|---|---|---|---|
| Budgeted net margins | ||||
| Samchem CGU |
Sales growth has been budgeted in line with the expected activity in the local industries serviced by Samchem. |
18% | Net margins have been budgeted using the prior year actuals as a base on which operational improvements and economies of scale are expected to begained. |
Exchange rate fluctuation expectations have been built into the budget numbers based on forecasted exchange rates published by major lending institutions. |
| Wildcat CGU | Sales growth has been budgeted in line with the expected activity in the local oil & gas industries serviced by Wildcat and potential new on and offshore opportunities, some of which have been brought about by the integration into the broader Imdex Group. |
10% | Net margins have been budgeted using the prior year actuals as a base on which operational improvements and economies of scale are expected to be gained. |
|
| Suay CGU | Sales growth has been budgeted in line with the expected activity in the local industries serviced by Suay. |
15.5% | Net margins have been budgeted using the prior year actuals as a base on which operational improvements and economies of scale are expected to begained. |
|
| Poly-Drill CGU |
Sales growth has been budgeted in line with the expected activity in the local industries serviced by Poly-Drill as well as growth expected to arise from theglobal alliances. |
7.25% | Net margins have been budgeted using the prior year actuals as a base on which operational improvements and economies of scale are expected to begained. |
|
| Southernland CGU |
Sales growth has been budgeted in line with the expected activity in the local industries serviced by Southernland as well as growth expected to arise from the global alliances. |
7.75% | Net margins have been budgeted using the prior year actuals as a base on which operational improvements and economies of scale are expected to be gained. |
|
| Reflex / ITU CGU |
Sales growth has been budgeted based on the expected activity levels in the global minerals down hole tool market plus an increment for the market share expected to be gained. |
10% | Net margins have been budgeted using the prior year actuals as a base. In addition an increase is expected to arise from the business model trend away from sales towards rentals. |
|
| Flexit / ITG CGU |
Sales growth has been budgeted based on the expected activity levels in the global oil & gas down hole tool market plus an increment for the market share expected to be gained. |
10% | Net margins have been budgeted using the prior year actuals as a base. In addition an increase is expected to arise from the business model trend away from sales towards rentals. |
Page 47 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
14 Other Intangible Assets
| Consolidated | Patents | Intellectual | Technology | Contract | Customer | Development | Trade | TOTAL |
|---|---|---|---|---|---|---|---|---|
| Property | Based | Based | Based | Costs | Name | |||
| $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |
| Gross Carrying Value | ||||||||
| Balance at 30 June 2007 | 755 | 1,170 | 14,703 | 425 | 9,298 | 429 | 4,268 | 31,048 |
| Additions through business | ||||||||
| combinations | 6 | 1,505 | - | 890 | 2,996 | - | 251 | 5,648 |
| Impact of exchange rate changes | - | (258) | 46 | - | 99 | - | 42 | (71) |
| Balance at 30 June 2008 | 761 | 2,417 | 14,749 | 1,315 | 12,393 | 429 | 4,561 | 36,625 |
| Capitalised during the year | - | - | - | - | - | 3,650 | - | 3,650 |
| Impact of exchange rate changes | - | 169 | (337) | - | (772) | - | (351) | (1,291) |
| Balance at 30 June 2009 | 761 | 2,586 | 14,412 | 1,315 | 11,621 | 4,079 | 4,210 | 38,984 |
| Accumulated Amortisation and | ||||||||
| Impairment | ||||||||
| Balance at 30 June 2007 | 25 | - | 1,460 | 78 | 1,420 | - | 319 | 3,302 |
| Amortisation expense | 152 | 75 | 2,382 | 530 | 1,883 | 86 | 947 | 6,055 |
| Impact of exchange rate changes | - | - | (10) | - | (2) | - | (9) | (21) |
| Impairment losses | - | - | - | - | - | - | - | - |
| Balance at 30 June 2008 | 177 | 75 | 3,832 | 608 | 3,301 | 86 | 1,257 | 9,336 |
| Amortisation expense | 152 | 151 | 2,398 | 530 | 2,255 | 86 | 963 | 6,535 |
| Impact of exchange rate changes | - | - | (156) | - | (464) | - | (182) | (802) |
| Impairment losses | - | - | - | - | - | - | - | - |
| Balance at 30 June 2009 | 329 | 226 | 6,074 | 1,138 | 5,092 | 172 | 2,038 | 15,069 |
| Net Book Value | ||||||||
| As at 30 June 2008 | 584 | 2,342 | 10,917 | 707 | 9,092 | 343 | 3,304 | 27,289 |
| As at 30 June 2009 | 432 | 2,360 | 8,338 | 177 | 6,529 | 3,907 | 2,172 | 23,915 |
| Company | ||||||||
| Gross Carrying Value | ||||||||
| Balance at 30 June 2007 | - | - | - | - | - | 429 | - | 429 |
| Transferred to subsidiary entity | - | - | - | - | - | (429) | - | (429) |
| Balance at 30 June 2008 | - | - | - | - | - | - | - | - |
| Transferred to subsidiary entity | - | - | - | - | - | - | - | - |
| Balance at 30 June 2009 | - | - | - | - | - | - | - | - |
| Accumulated Amortisation and | ||||||||
| Impairment | ||||||||
| Balance at 30 June 2007 | - | - | - | - | - | - | - | - |
| Amortisation expense | - | - | - | - | - | - | - | - |
| Impairment losses | - | - | - | - | - | - | - | - |
| Balance at 30 June 2008 | - | - | - | - | - | - | - | - |
| Amortisation expense | - | - | - | - | - | - | - | - |
| Impairment losses | - | - | - | - | - | - | - | - |
| Balance at 30 June 2009 | - | - | - | - | - | - | - | - |
| Net Book Value | ||||||||
| As at 30 June 2008 | - | - | - | - | - | - | - | - |
| As at 30 June 2009 | - | - | - | - | - | - | - | - |
Page 48 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
14 Other Intangible Assets (continued)
Intellectual Property
The net book value of Intellectual Property of $2.4 million is comprised of Intellectual Property in Samchem Drilling Fluids & Chemicals (Pty) Ltd (Samchem) of $1.1 million and Intellectual Property in Imdex Technology Germany GmbH (ITG) (formerly System Entwicklungs GmbH) of $1.3 million.
The Intellectual Property of Samchem has an indefinite life due to the uniqueness of the manufacturing processes and products, high cost barriers to entry and the dominant market share held. This portion of the Intellectual Property is therefore subjected to annual impairment testing.
The recoverable amount of the Samchem Intellectual Property has been determined based on a value in use calculation which uses a 5 year discounted cash flow projection based on the 2010 budget plus a terminal value. The projection assumes no additional growth in the business beyond 2010. A discount rate of 18% has been used. Management believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed its recoverable amount.
15 Trade and Other Payables
| 15 Trade and Other Payables |
|
|---|---|
| Notes Trade payables (i) Accruals and other payables Due to the vendors of Imdex Technology Germany GmbH (formerly System Entwicklungs GmbH) 27(b) Due to the vendors of Suay Energy Services LLP 27(e) |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 7,921 9,836 179 207 4,122 5,252 987 826 726 656 - - - 778 - 778 Consolidated Company |
| 12,769 16,522 1,166 1,811 |
(i) Trade payables are interest free for periods ranging from 30 to 180 days. Thereafter interest is charged at commercial rates. The consolidated entity has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
16 Borrowings
| Notes Current borrowings Secured At amortised cost Commercial bill (i) Bank loan (ii) Hire purchase liabilities (iii) 25 Non-current borrowings Secured At amortised cost Commercial bills (i) Bank loan (ii) Hire purchase liabilities (iii) 25 |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 10,000 9,000 10,000 9,000 3,029 4,016 - - 485 - - - Consolidated Company |
|---|---|
| 13,514 13,016 10,000 9,000 |
|
| 11,500 8,000 11,500 8,000 5,354 9,132 - - 1,179 - - - |
|
| 18,033 17,132 11,500 8,000 |
Page 49 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
16 Borrowings (continued)
(i) Commercial bills bear interest at 3.34% per annum. The Group has an interest rate cap in operation that caps the maximum interest payable on $10,000,000 of this debt at 7% per annum. Refer note 32(g) for further details. Bills totalling $7 million are repayable on demand. The balance of bills amounting to $14.5 million are repayable in quarterly instalments due at the end of each calendar quarter. There are 19 instalments of $750,000 each and one final instalment on 30 June 2014 of $250,000. Bills are secured by a Mortgage Debenture over all the assets and liabilities of Imdex Limited, Australian Mud Company Pty Ltd, Reflex Instruments Asia Pacific Pty Ltd, Imdex International Pty Ltd, Imdex Technology UK Limited, Imdex Technology Australia Pty Ltd, Wildcat Chemicals Australia Pty Ltd, Samchem Drilling Fluids and Chemicals (Pty) Ltd, Imdex Sweden AB, Imdex Technology Sweden AB and Reflex Instrument Sweden AB. This Mortgage Debenture excludes assets held under hire purchase arrangements.
(ii) Comprises of a loan of SEK 52,525,000 bearing interest at the 7 day Stockholm Interbank Offered Rate ('STIBOR'), currently 0.65% plus a weighted average margin of 2.62% per annum. The loan is repayable in quarterly instalments at the end of each calendar quarter as follows: one instalment of SEK 5,775,000 in September 2009; then 8 quarterly instalments of SEK 4,400,000 each until September 2011, followed by 7 instalments of SEK 1,650,000 each until June 2013. This loan is secured over the assets of the Reflex and Flexit companies that are domiciled in Sweden and is guaranteed with a Standby Letter of Credit. The fee for this guarantee is 1.75% of the balance of the loan.
(iii) Hire purchase liabilities are secured over the assets to which they relate, the carrying value of which exceeds the value of the hire purchase liability. The Group does not hold title to the equipment under hire purchase pledged as security. The weighted average interest rate applicable to these liabilities was 7.9% (2008: 7.6%).
17 Provisions
| 17 Provisions |
|||||||
|---|---|---|---|---|---|---|---|
| Consolidated | Company | ||||||
| 2009 | 2008 | 2009 | 2008 | ||||
| Notes | $’000 | $’000 | $’000 | $’000 | |||
| Current provisions | |||||||
| Employee entitlements | (i) | 1,317 | 972 | 422 | 245 | ||
| Non-current provisions | |||||||
| Employee entitlements | 553 | 558 | 310 | 128 |
(i) The majority of these entitlements are expected to be taken during the coming year. (2008: same)
18 Other Liabilities
| 18 Other Liabilities |
|
|---|---|
| Notes Other Current Liabilities Unsecured At amortised cost Deferred acquisition payments (i) 35 Other Non-Current Liabilities Unsecured At amortised cost Deferred acquisition payments (i) |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 2,492 2,687 - - Consolidated Company |
| 2,492 2,687 - - |
|
| - 2,717 - - |
|
| - 2,717 - - |
(i) Deferred acquisition payments are those portions of the purchase price of Imdex Technology UK Ltd that are due in future periods. Instalments are due as follows: GBP 1.045m due on 31 July 2009 and GBP 1.09m due on 31 July 2008 (paid). In addition a revenue based earn-out may also become payable. The additional revenue based earn-out has been estimated by management as being nil. The cash components of these deferred amounts have been discounted to their present values using an interest rate of 8% per annum.
Page 50 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
19 Contributed Capital
| 19 Contributed Capital |
|
|---|---|
| Notes Issued and Paid Up Capital - Fully paid ordinary shares (i) Mandatory convertible capital (ii) |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 67,136 58,183 67,136 58,183 - 6,700 - 6,700 Consolidated Company |
| 67,136 64,883 67,136 64,883 |
(i) Fully paid ordinary shares carry one vote per share and the right to dividends.
(ii) Converted into fully paid ordinary shares on 11 May 2009. See Conversion of Capital paragraph below.
| Consolidated and | Company | ||||
|---|---|---|---|---|---|
| 2009 | 2008 | ||||
| Notes | Number | $'000 | Number | $'000 | |
| Ordinary shares | |||||
| Balance at beginning of the financial year | 183,490,932 | 58,183 | 179,949,003 | 54,282 | |
| Issue of shares as part consideration for the acquisition of | |||||
| Poly-Drill | 27(c) | - | - | 1,212,751 | 1,750 |
| Issue of shares as part consideration for the acquisition of | |||||
| Southernland | 27(f) | - | - | 723,679 | 1,387 |
| Issue of shares as part consideration for the acquisition of | |||||
| Suay | 27(e) | 168,530 | 278 | - | - |
| Conversion of capital | (i) | 5,000,000 | 6,700 | - | - |
| Issue of shares as part consideration for the acquisition of | |||||
| Imdex Technology Sweden AB (formerly Flexit AB) | (i) | 5,000,000 | 1,900 | - | - |
| Tax effect of share issue costs | - | (54) | - | (113) | |
| Issue of shares under staff option plan | (ii) | 149,331 | 129 | 1,605,499 | 877 |
| Closing balance at end of the financial year | 193,808,793 | 67,136 | 183,490,932 | 58,183 |
Changes to the Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value.
(i) Conversion of capital and issue of shares to acquire Imdex Technology Sweden AB (formerly Flexit AB)
On 11 May 2009 a total of 10,000,000 Imdex Limited fully paid ordinary shares were issued to the previous owners of Imdex Technology Sweden AB (formerly Flexit AB). These shares were issued pursuant to the original purchase agreement effective 1 May 2007 as modified by a Deed of Variation dated 13 February 2009. The original agreement provided for the conversion of 5,000,000 fully paid Imdex Limited shares in May 2009, the fair value of which at the time of signing the agreement on 1 May 2007 was $6.7 million. The Deed of Variation provided for the issue of 5,000,000 additional fully paid Imdex Limited shares at May 2009, the fair value of which at the time of signing the agreement on 13 February 2009 was $1.9 million. An additional cash payment may become payable by Imdex Limited on 1 May 2012 should the Imdex Limited share price not have reached $1.00 per share at any time between 11 May 2009 and 1 May 2012. The payment will be calculated as the difference between $1 and the Imdex Limited share price on 1 May 2012 multiplied by 10,000,000. At 30 June 2009 it is estimated that the liability at 1 May 2012 will be nil. The market price of Imdex Limited ordinary shares at the date of the issue of the 10,000,000 shares was $0.5
(ii) Share options granted under the staff option plan
No options were granted under the staff option plan in the current year.
In accordance with the provisions of the staff option plan, as at 30 June 2009, executives, directors and staff have options over 15,580,539 ordinary shares (10,468,862 of which had vested), in aggregate. These options expire over a range of dates up to March 2013. As at 30 June 2008, executives, directors and staff have options over 16,194,872 ordinary shares (5,019,872 of which had vested), in aggregate. These options expire over a range of dates up to March 2013. Share options granted under the employee share option plan carry no rights to dividends and no voting rights.
Details of the Staff Option Plan can be found in note 34.
Page 51 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
20 Reserves
| 20 Reserves |
|||||
|---|---|---|---|---|---|
| Consolidated | Company | ||||
| 2009 | 2008 2009 |
2008 | |||
| Notes | $’000 | $’000 $’000 |
$’000 | ||
| Foreign Currency Translation Reserve | |||||
| Balance at beginning of the financial year | (4,863) | (2,137) | - | - | |
| Translation of foreign operations after taxation | 758 | (2,726) | - | - | |
| Balance at the end of the financial year | (4,105) | (4,863) | - | - | |
| Exchange differences relating to the translation from the functional currencies of the Group's foreign controlled entities into Australian dollars | |||||
| are brought to account by entries made directly to the foreign currency translation reserve. | This reserve is shown net of deferred | tax. | |||
| Employee Equity-Settled Benefits Reserve | |||||
| Balance at beginning of the financial year | 2,573 | 751 | 2,573 | 751 | |
| Options expensed after taxation | 4 | 1,487 | 2,025 | 1,487 | 2,025 |
| Options exercised during the financial year | (36) | (203) | (36) | (203) | |
| Balance at the end of the financial year | 4,024 | 2,573 | 4,024 | 2,573 |
The employee equity-settled benefits reserve arises on the grant of share options to Directors and employees. Amounts are transferred out of the reserve and into issued capital when the options are exercised. Further information regarding the Staff Option Plan is contained in note 34.
21 Earnings Per Share
| Basic earnings per share From continuing operations From discontinued operations Total basic earnings per share Diluted earnings per share From continuing operations From discontinued operations Total diluted earnings per share (a) Basic earnings per share The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: Earnings (i) Earnings from continuing operations (i) Weighted average number of ordinary shares for the purposes of basic earnings per share (i) Earnings used in the calculation of total basic earnings per share and basic earnings per share from continuing operations reconciles to net profit in the income statement as follows: Net profit Earnings used in the calculation of basic EPS Adjustments to exclude profit for the period from discontinued operations Earnings used in the calculation of basic EPS from continuing operations |
2009 2008 Cents per share Cents per share 6.37 11.22 - 5.82 Consolidated |
|---|---|
| 6.37 17.04 |
|
| 6.23 10.79 - 5.59 |
|
| 6.23 16.38 |
|
| $'000s $'000s 12,067 31,966 |
|
| 12,067 21,045 |
|
| Shares Shares 189,479,588 187,578,226 |
|
| $'000s $'000s 12,067 31,966 |
|
| 12,067 31,966 |
|
| - (10,921) |
|
| 12,067 21,045 |
Page 52 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
21 Earnings Per Share (continued)
| (b) Diluted earnings per share The earnings and weighted average number of ordinary shares used in the calculation of diluted earnings per share are as follows: Earnings (ii) Earnings from continuing operations (ii) Weighted average number of ordinary shares for the purposes of diluted earnings per share (iii) (ii) Earnings used in the calculation of total diluted earnings per share and diluted earnings per share from continuing operations reconciles to net profit in the income statement as follows: Net profit Earnings used in the calculation of diluted EPS Adjustments to exclude profit for the period from discontinued operations Earnings used in the calculation of diluted EPS from continuing operations (iii) The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows: Weighted average number of ordinary shares used in the calculation of basic EPS Shares deemed to be issued for no consideration in respect of employee and Director options Weighted average number of ordinary shares used in the calculation of diluted EPS (iv) The following potential ordinary shares are not dilutive and are therefore excluded from the weighted average number of ordinary shares for the purposes of diluted earnings per share: Chairman's options Employees share options tranche 3 Employees share options tranche 4 Employees share options tranche 5 Employees share options tranche 6 Employees share options tranche 7 |
2009 2008 $'000s $'000s 12,067 31,966 Consolidated |
|---|---|
| 12,067 21,045 |
|
| Shares Shares 193,625,987 195,112,068 |
|
| $'000s $'000s 12,067 31,966 |
|
| 12,067 31,966 |
|
| - (10,921) |
|
| 12,067 21,045 |
|
| Shares Shares 189,479,588 187,578,226 4,146,399 7,533,842 |
|
| 193,625,987 195,112,068 |
|
| Shares Shares 1,000,000 - 700,000 - 3,242,668 - 625,000 625,000 500,000 500,000 4,655,000 4,815,000 |
|
| 10,722,668 5,940,000 |
Page 53 of 83
IMDEX LIMITED
and its controlled entities
NOTES TO THE FINANCIAL REPORT
22 Dividends
| Notes Recognised amounts Fully paid ordinary shares - interim dividend franked to 30% (i) Fully paid ordinary shares - final dividend franked to 30% (ii) Unrecognised amounts Fully paid ordinary shares - final dividend franked to 30% |
2009 2009 2008 2008 Cents per share Total $’000 Cents per share Total $’000 1.00 1,839 1.75 3,212 2.25 4,135 1.50 2,722 |
|---|---|
| 3.25 5,974 3.25 5,934 |
|
| - - 2.25 4,129 |
(i) The interim, fully franked dividend was paid on 24 March 2009 (2008: 25 March 2008). The record date for determining the entitlement to the interim dividend was 6 March 2009 (2008: 7 March 2008). There are no dividend reinvestment plans in operation.
(ii) The final, fully franked dividend was paid on 31 October 2008 (2008: 2 November 2007). The record date for determining the entitlement to the final dividend was 17 October 2008 (2008: 15 October 2007). There are no dividend reinvestment plans in operation.
| Adjusted franking account balance Impact on franking account of dividends not recognised Income tax consequences of unrecognised dividends |
2009 2008 $'000 $'000 19,652 13,521 Consolidated |
|---|---|
| - (1,770) |
|
| - - |
23 Commitments for Expenditure
(a) Capital expenditure commitments
At 30 June 2009 the Group had a capital expenditure commitments amounting to $3,344,000. This comprised $3,186,000 for gyro purchases in ITG and software and sundry software and equipment purchase commitments amounting to $158,000. The Company had capital expenditure commitments of $118,000 relating to software purchases.
At 30 June 2008 the Group had a capital expenditure commitments amounting to $927,000. This commitment comprised $475,000 relating to the construction of a PHPA plant at Samchem and $452,000 representing gyro purchase commitments in ITG. The Company had no capital expenditure commitments.
(b) Lease commitment
Hire purchase liabilities and non-cancellable operating lease commitments are disclosed in note 25.
24 Contingent Liabilities and Contingent Assets
There are no contingent liabilities or contingent assets in the current or prior years.
Page 54 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
25 Leases
(a) Hire Purchases
Hire purchase arrangements
Hire purchase arrangements relate to plant and equipment with terms of up to 4 years. The Group has options to purchase the equipment for a nominal amount at the conclusion of the arrangements.
| 2009 2008 2009 2008 $’000 $’000 $’000 $’000 Hire purchase commitments are payable as follows. Due: Within one year 607 - - - Between one and five years 1,279 - - - Later than five years - - - - Minimum lease payments 1,886 - - - Less: future finance charges (222) - - - 1,664 - - - Current – Note 16 Non current – Note 16 Hire purchase commitments Minimum future lease payments Consolidated Company Hire purchase liabilities provided for in the Financial Report |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 Hire purchase commitments are payable as follows. Due: Within one year 607 - - - Between one and five years 1,279 - - - Later than five years - - - - Minimum lease payments 1,886 - - - Less: future finance charges (222) - - - 1,664 - - - Current – Note 16 Non current – Note 16 Hire purchase commitments Minimum future lease payments Consolidated Company Hire purchase liabilities provided for in the Financial Report |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 485 - - - 1,179 - - - - - - - Present value of minimum future lease payments Consolidated Company |
|---|---|---|
| 1,886 - - - (222) - - - |
1,664 - - - - - - - |
|
| 1,664 - - - | 1,664 - - - | |
| 485 - - - 1,179- - - |
||
| 1,664 - - - |
(b) Operating Leases
Operating leasing arrangements
Operating leases relate to premises and equipment (including motor vehicles) used by the Group in its operations, generally with terms between 2 and 5 years. Some of the operating leases contain options to extend for further periods and an adjustment to bring the lease payments into line with market rates prevailing at that time. The leases do not contain an option to purchase the leased property.
| Within one year Between one and five years Later than five years Non-cancellable operating lease payments |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 2,662 1,838 424 162 3,661 3,785 221 365 190 1,139 - - Consolidated Company |
|---|---|
| 6,513 6,762 645 527 |
Page 55 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
26 Subsidiaries
| 26 Subsidiaries |
||||
|---|---|---|---|---|
| Ownership | Interest | |||
| Country of | 2009 | 2008 | ||
| Notes | Incorporation | % | % | |
| Parent Entity | ||||
| Imdex Limited | (i), (ii), (iii) | Australia | ||
| Controlled Entities | ||||
| Australian Mud Company Pty Ltd | (ii), (iii) | Australia | 100 | 100 |
| Samchem Drilling Fluids & Chemicals (Pty) Ltd | South Africa | 100 | 100 | |
| Imdex International Pty Ltd | (ii), (iii) | Australia | 100 | 100 |
| Imdex Sweden AB | Sweden | 100 | 100 | |
| Reflex Instruments Asia Pacific Pty Ltd | (ii), (iii) | Australia | 100 | 100 |
| Imdex Technology UK Ltd (formerly Chardec Technology Ltd) | United Kingdom | 100 | 100 | |
| Reflex Instrument AB | Sweden | 100 | 100 | |
| Reflex Instrument North America | Canada | 100 | 100 | |
| Reflex Instrument South America Ltda | Chile | 100 | 100 | |
| Reflex Instruments Europe Ltd | United Kingdom | 100 | 100 | |
| Drillhole Surveying Instruments (Pty) Ltd | South Africa | 100 | 100 | |
| Imdex Technology Sweden AB (formerly Flexit AB) | Sweden | 100 | 100 | |
| Flexit Australia Pty Ltd | (ii) | Australia | 100 | 100 |
| Suay Energy Services LLP | 27(d) (e) | Kazakhstan | 100 | 100 |
| Poly-Drill Drilling Systems Ltd | 27(c) | Canada | 100 | 100 |
| Imdex South America S.A. | 27(f) | Chile | 100 | 100 |
| Southernland S.A. | 27(f) | Chile | 100 | 100 |
| Wildcat Chemicals Australia Pty Ltd | (ii), 27(a) | Australia | 100 | - |
| Imdex Technology Australia Pty Ltd | (ii), (iv) | Australia | 100 | - |
| Flexit Americas Inc | (iv) | United States of America | 100 | - |
| AMC Reflex Argentina S.A. | (v) | Argentina | 100 | - |
| AMC Reflex Peru S.A.C. | (v) | Peru | 100 | - |
| Imdex Technology Germany GmbH (formerly System | 27(b) | Germany | 100 | 100 |
| Entwicklungs GmbH) |
(i) Imdex Limited is the ultimate parent company and is the head entity within the tax consolidated group.
(ii) These companies are part of the Australian tax consolidated group.
(iii) These wholly-owned subsidiaries have entered into a deed of cross guarantee with Imdex Limited pursuant to ASIC Class Order 98/1418 and are relieved from the requirement to prepare and lodge an audited financial report. Australian Mud Company Pty Ltd became a party to the deed on 29 June 2006, Imdex International Pty Ltd on 20 October 2006 and Reflex Instruments Asia Pacific Pty Ltd on 14 September 2007.
(iv) These entities were incorporated on 26 September 2008.
(v) These entities were incorporated on 10 February 2009.
Page 56 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
26 Subsidiaries (continued)
The consolidated income statement of entities which are party to the deed of cross guarantee are:
| Other revenue from operations Total revenue Other income Raw materials and consumables used Employee benefit expenses Depreciation and amortisation expense Finance costs Commissions Consultancy fees Legal and professional expenses Rent and premises costs Travel and accommodation Motor vehicle costs Foreign exchange gain/(loss) Other expenses Profit before income tax expense Income tax expense Profit for the year from continuing operations Profit for the year from discontinued operations Profit for the year Revenue from sale of goods and operating lease rental Income Statement |
2009 2008 $’000 $’000 86,339 91,161 3,822 3,356 |
|---|---|
| 90,161 94,517 |
|
| 6,633 9,615 (46,168) (42,784) (15,629) (11,888) (3,851) (3,243) (2,241) (1,998) (115) (1,259) (318) (1,834) (1,068) (1,330) (1,434) (1,242) (2,047) (2,012) (808) (655) (46) (1,018) (1,056) (10,320) |
|
| 22,013 24,549 (7,324) (9,127) |
|
| 14,689 15,422 - 15,855 |
|
| 14,689 31,277 |
Page 57 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
26 Subsidiaries (continued)
The consolidated balance sheet of entities which are party to the deed of cross guarantee are:
| Balance Sheet Current Assets Cash and Cash Equivalents Trade and Other Receivables Inventories Other Financial Assets Other Total Current Assets Non Current Assets Other Financial Assets Property, Plant and Equipment Other Intangible Assets Deferred Tax Asset Total Non Current Assets Total Assets Current Liabilities Trade and Other Payables Borrowings Current Tax Payables Provisions Other Current Liabilities Total Current Liabilities Non Current Liabilities Borrowings Deferred Tax Liabilities Provisions Other Non-Current Liabilities Total Non Current Liabilities Total Liabilities Net Assets Equity Contributed Capital Employee Equity-Settled Benefits Reserve Retained Profits Total Equity Retained Profit at the beginning of the financial year Net Profit Dividend provided for or paid Retained Profit at the end of the financial year |
2009 2008 $’000 $’000 12,019 7,341 26,190 31,946 13,507 14,214 20,470 51,243 281 30 |
|---|---|
| 72,467 104,774 |
|
| 84,757 40,752 6,263 7,216 1,306 1,543 - 130 |
|
| 92,326 49,641 |
|
| 164,793 154,415 |
|
| 10,566 10,293 10,000 11,687 6,530 8,071 1,182 800 2,492 2,687 |
|
| 30,770 33,538 |
|
| 11,500 8,000 492 - 310 558 - 2,717 |
|
| 12,302 11,275 |
|
| 43,072 44,813 |
|
| 121,721 109,602 |
|
| 66,836 64,883 4,024 2,573 50,861 42,146 |
|
| 121,721 109,602 |
|
| 42,146 16,803 14,689 31,277 (5,974) (5,934) |
|
| 50,861 42,146 |
Page 58 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
27 Acquisition of Businesses
(a) Acquisition of entity - Wildcat Chemicals Australia Pty Ltd
With effect from 1 September 2008, Imdex Limited, acquired 100% of the issued share capital of Wildcat Chemicals Australia Pty Ltd (Wildcat), a company incorporated in Australia and operating out of premises north of Brisbane. Wildcat manufacture production and completion chemicals for the oil and gas industry. The numbers presented below have been accounted for using the acquisition method of accounting.
| Details of the assets, liabilities and goodwill: Notes Trade and other receivables Inventory Property, plant and equipment Trade and other payables Fair value of net identifiable assets acquired Goodwill on acquisition (i) Total purchase consideration Consideration in cash and cash equivalents Less: Cash and cash equivalents acquired Direct costs relating to the acquisition (ii) Total purchase consideration comprises |
Book value Fair value adjustments $’000 $’000 427 - 393 - 266 - (685) - |
Fair value on acquisition $’000 427 393 266 (685) |
|---|---|---|
| 401 - |
401 1,501 |
|
| 1,902 | ||
| 1,843 - 59 |
||
| 1,902 | ||
| Results since acquisition $’000 |
Operating results of Wildcat included in the Consolidated Income Statement of Imdex Limited from acquisition on 1 September 2008 to 30 June 2009:
| Revenue Total expenses Profit after tax for the period |
3,267 (3,045) |
|---|---|
| 222 |
(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire Wildcat. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Wildcat. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition. No identifiable intangibles were present in this acquisition.
(ii) The Consolidated Cash Flow Statement for the year ended 30 June 2009 records the payment for the acquisition of Wildcat as $1.9 million being the total consideration including on-costs that was paid in cash in the current year.
(iii) Had the acquisition of Wildcat been effected on 1 July 2008, the beginning of the current year, the Wildcat financial results included in the Imdex consolidated results would have been revenue of approximately $3.9 million and profit of approximately $0.3 million. The results of Wildcat are included in the Drilling Fluids and Chemicals segment. The Board considers these 'pro-forma' numbers to represent an approximate measure of the performance of the combined group on an annualised basis and to provide a reference point for comparison in future periods.
Page 59 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
27 Acquisition of Businesses (continued)
(b) Acquisition of entity - Imdex Technology Germany GmbH (formerly System Entwicklungs GmbH)
With effect from 1 January 2008, Imdex Limited, acquired 100% of the issued share capital of Imdex Technology Germany GmbH (ITG) (formerly System Entwicklungs GmbH), a company incorporated in Germany. ITG manufacture and sell technologically advanced down hole instrumentation for use in the drilling industry from their facility located in Riegel, Germany. The numbers presented below have been accounted for using the acquisition method of accounting.
| Details of the assets, liabilities and goodwill: Notes Receivables Inventory Property, plant and equipment Technology and customer based intangibles (i) Trade and other payables (v) Deferred tax (i) Fair value of net identifiable assets acquired (other than cash and cash equivalents) Goodwill on acquisition (ii) Total purchase consideration Consideration in cash and cash equivalents Less: Cash and cash equivalents acquired Direct costs relating to the acquisition (iii) Total purchase consideration comprises |
Book value Fair value adjustments Fair value on acquisition $’000 $’000 $’000 446 - 446 838 - 838 35 - 35 - 5,642 5,642 (1,914) - (1,914) - (1,693) (1,693) |
Book value Fair value adjustments Fair value on acquisition $’000 $’000 $’000 446 - 446 838 - 838 35 - 35 - 5,642 5,642 (1,914) - (1,914) - (1,693) (1,693) |
|---|---|---|
| (595) 3,949 |
3,354 10,499 |
|
| 13,853 | ||
| 14,100 (637) 390 |
||
| 13,853 |
| Revenue Total expenses Profit after tax for the period (iv) Operating results of ITG included in the Consolidated Income Statement of Imdex Limited from acquisition on 1 January 2008 to 30 June 2008: |
Results since acquisition $’000 2,418 (2,130) |
|---|---|
| 288 |
(i) Intangible assets of $5.6 million comprise technical knowledge and other know-how as well as customer relationships in existence at the time of acquisition. Deferred tax of $1.7 million was raised on these balances. These intangibles have been valued by independent valuation professionals using the replacement cost and relief-from-royalty methods. Data inputs into the model were derived from internal management budgets. Intangible assets are being amortised over their estimated useful lives of between 1 and 10 years.
(ii) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire ITG. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of ITG. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition.
(iii) The Consolidated Cash Flow Statement for the year ended 30 June 2008 records the payment for the acquisition of ITG as $13.9 million being the total consideration of $14.1 million above plus direct costs of $0.4 million and less $0.6 million of cash and cash equivalents acquired.
(iv) Had the acquisition of ITG been effected on 1 July 2007, the beginning of the prior financial year and assuming all units were sold and none rented, the ITG financial results included in the Imdex consolidated results would have been revenue of approximately $4.8 million and profit of approximately $0.6 million. The results of ITG are included in the Down Hole Instrumentation segment. The Board considers these 'pro-forma' numbers to represent an approximate measure of the performance of the combined group on an annualised basis and to provide a reference point for comparison in future periods.
(v) Included in Trade and Other Payables above is an amount due to the vendors of ITG of EUR 0.4 million (A$0.7 million) at 30 June 2009.
Page 60 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
27 Acquisition of Businesses (continued)
(c) Acquisition of entity - Poly-Drill Drilling Systems Limited
With effect from 1 July 2007, Imdex Limited, acquired 100% of the issued share capital of Poly-Drill Drilling Systems Limited (Poly-Drill), a company incorporated in Canada. Poly-Drill undertake the manufacture and sale of polymer based drilling fluids as well as various solids control activities from Calgary, Canada. The numbers presented below have been accounted for using the acquisition method of accounting.
| Details of the assets, liabilities and goodwill: Book value Fair value adjustments Notes $’000 $’000 Inventory 178 - Property, plant and equipment 150 - Trade and other payables (696) - Fair value of net identifiable assets acquired (other than cash and cash equivalents) (368) - Goodwill on acquisition (i) Total purchase consideration Consideration in cash and cash equivalents Less: Cash and cash equivalents acquired Issue of ordinary shares (ii), 19 Direct costs relating to the acquisition (iii) Revenue Total expenses Profit after tax for the period Operating results of Poly-Drill included in the Consolidated Income Statement of Imdex Limited from acquisition on 1 July 2007 to 30 June 2008: Total purchase consideration comprises |
Book value Fair value adjustments $’000 $’000 178 - 150 - (696) - |
Fair value on acquisition $’000 178 150 (696) |
|---|---|---|
| (368) 3,369 |
||
| 3,001 | ||
| 1,849 (673) 1,750 75 |
||
| 3,001 | ||
| Results since acquisition $’000 2,727 (2,422) |
||
| 305 |
(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire Poly-Drill. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Poly-Drill. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition.
(ii) Comprised the issue of 1,212,751 fully paid ordinary shares in Imdex Limited at $1.443 per share. The issue price of the shares was determined using the closing weighted average share price over the 5 business days prior to 1 July 2007. These shares will be held in voluntary escrow for a period of 12 months from 1 July 2007. The issue of shares was approved by shareholders at the Annual General Meeting on 19 October 2007.
(iii) The Consolidated Cash Flow Statement for the year ended 30 June 2008 records the payment for the acquisition of Poly-Drill as $0.9 million being the total consideration of $3.0 million above less $1.8 million settled in shares and $0.3 million paid in the previous year.
Page 61 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
27 Acquisition of Businesses (continued)
(d) Acquisition of initial 75% of entity - Suay Energy Services LLP
With effect from 1 July 2007 Imdex Limited acquired 75% of the issued share capital of Suay Energy Services LLP (Suay), a company incorporated in Kazakhstan. The purchase of Suay is complementary to the existing drilling fluids and chemicals businesses of Imdex. Suay provide drilling fluids and chemicals to the Kazakhstan oilfields in the Caspian Sea region. The numbers presented below have been accounted for using the acquisition method of accounting.
| Details of the assets, liabilities and goodwill: Book value Fair value adjustments Notes $’000 $’000 Trade and other receivables 123 - Inventory 317 - Property, plant and equipment 43 - Trade and other payables (420) - Fair value of net identifiable assets acquired (other than cash and cash equivalents) 63 - Goodwill on acquisition (i) Less: Minority interests Total purchase consideration Consideration in cash and cash equivalents Direct costs relating to the acquisition (ii) Revenue Total expenses Profit after tax for the period Operating results of Suay included in the Consolidated Income Statement of Imdex Limited from acquisition on 1 July 2007 to 30 June 2008: Total purchase consideration comprises |
Book value Fair value adjustments $’000 $’000 123 - 317 - 43 - (420) - |
Fair value on acquisition $’000 123 317 43 (420) |
|---|---|---|
| 63 505 (16) |
||
| 552 | ||
| 473 79 |
||
| 552 | ||
| Results since acquisition $’000 2,108 (1,963) |
||
| 145 |
(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire a 75% interest in Suay. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Suay. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition.
(ii) The Consolidated Cash Flow Statement for the year ended 30 June 2008 records the payment for the acquisition of Suay as $0.2 million being the total consideration of $0.6 million above less $0.4 million paid in the previous year.
Page 62 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
27 Acquisition of Businesses (continued)
(e) Acquisition of minority interest - Suay Energy Services LLP
With effect from 30 June 2008 Imdex Limited acquired the remaining 25% of the issued share capital of Suay Energy Services LLP (Suay) from the minority shareholders. The original 75% of the issued share capital of Suay was purchased with effect from 1 July 2007, refer note 27(d). The numbers presented below have been accounted for using the acquisition method of accounting.
| Details of the assets, liabilities and goodwill: Notes Cash and cash equivalents Trade and other receivables Inventory Property, plant and equipment Trade and other payables Fair value of net identifiable assets acquired 25% thereof Goodwill on acquisition (i) Total purchase consideration Consideration in cash and cash equivalents Issue of ordinary shares (ii) Direct costs relating to the acquisition (iii) Total purchase consideration comprises |
Book value Fair value adjustments $’000 $’000 10 - 494 - 572 - 212 - (1,106) - |
Fair value on acquisition $’000 10 494 572 212 (1,106) |
|---|---|---|
| 182 - |
182 | |
| 46 761 |
||
| 807 | ||
| 500 278 29 |
||
| 807 |
(i) Although Imdex Limited already controlled Suay, an additional goodwill amount became payable on the acquisition of the remaining 25% due to growth in the business and future prospects as well as a premium to obtain complete 100% control. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition.
(ii) Comprised the issue of 168,530 fully paid ordinary shares in Imdex Limited. These shares had a fair value of $1.65 per share, being the closing market price at 30 June 2008. These shares were issued on 1 July 2008 and are not subject to escrow. The issue of these shares is not required to be formally approved by shareholders as they fall below the 15% threshold level.
(iii) The purchase consideration of $0.8 million was paid on 1 July 2008 and is shown in the Consolidated Cash Flow Statement for the year ended 30 June 2009.
Page 63 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
27 Acquisition of Businesses (continued)
(f) Acquisition of entity - Southernland S.A.
On 1 November 2007 Imdex South America S.A., a newly incorporated wholly owned subsidiary of Imdex Limited, settled the purchase of 100% of the issued share capital of Southernland S.A. (Southernland), a company incorporated in Chile. The acquisition was structured under a mandate so as to entitle the Group to the profits from 1 July 2007 onwards. Southernland manufacture and supply drilling fluids and chemicals to the Latin American market, complementing the existing fluids and chemicals businesses of Imdex and providing access to new geographic markets. The numbers presented below have been accounted for using the acquisition method of accounting.
| Details of the assets, liabilities and goodwill: Book value Fair value adjustments Notes $’000 $’000 Trade and other receivables 538 - Inventory 273 - Property, plant and equipment 83 - Trade and other payables (474) - Fair value of net identifiable assets acquired (other than cash and cash equivalents) 420 - Goodwill on acquisition (i) Total purchase consideration Consideration in cash and cash equivalents Less: Cash and cash equivalents acquired Issue of ordinary shares (ii), 19 Direct costs relating to the acquisition (iii) Revenue Total expenses Profit after tax for the period Operating results of Southernland included in the Consolidated Income Statement of Imdex Limited from 1 July 2007 to 30 June 2008: Total purchase consideration comprises |
Book value Fair value adjustments $’000 $’000 538 - 273 - 83 - (474) - |
Fair value on acquisition $’000 538 273 83 (474) |
|---|---|---|
| 420 2,413 |
||
| 2,833 | ||
| 1,413 (87) 1,387 120 |
||
| 2,833 | ||
| Results since acquisition $’000 3,062 (2,616) |
||
| 446 |
(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire Southernland. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Southernland. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition.
(ii) Comprised the issue of 723,679 fully paid ordinary shares in Imdex Limited at $1.9163 per share. The issue price of the shares was determined using the closing weighted average share price over the 5 business days prior to 1 November 2007. These shares were held in voluntary escrow for a period of 24 months from 1 November 2007. The issue of these shares is not required to be formally approved by shareholders as this issue falls below the 15% threshold level.
(iii) The Consolidated Cash Flow Statement for the year ended 30 June 2008 records the payment for the acquisition of Southernland as $1.4 million being the total consideration of $2.8 million above less $1.4 million paid in shares.
(g) Acquisition of entity - Imdex Technology UK Ltd (formerly Chardec Consultants Ltd)
On 31 July 2008 the second of three deferred acquisition payments and earn out, being GBP 1.5 million ($3.1 million), was paid. The first deferred acquisition payment of GBP 2.2 million ($5.1 million) was paid on 31 July 2007. The third and final payment of GBP 1 million is due on 31 July 2009. Refer note 35 for details of payment made post year end.
Page 64 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
28 Segment Information
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise income earning assets and interest revenue, interest bearing loans, borrowings and expenses, and corporate assets and expenses. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.
Business Segments
The Group comprises the following business segments which are based on the Group's internal management reporting system:
(i) Down Hole Instrumentation: This segment comprises the manufacture, sale and rental of down hole instrumentation. Until 31 October 2007 this division also provided down hole surveying, geophysical logging and directional drilling services through its Surtron business which was sold on that date; and
(ii) Drilling Fluids and Chemicals: This segment comprises the manufacture and supply of drilling fluids and chemicals to the mining, mineral exploration, oil and gas and water well drilling industries.
Geographical Segments
The Group operates in the following geographical segments which are based on the Group's internal management reporting system:
(i) Asia Pacific: Manufacture and sale of drilling fluids and chemicals; sale and rental of down hole instrumentation
(ii) Europe: Manufacture, sale and rental of down hole instrumentation
(iii) Africa: Manufacture and sale of drilling fluids and chemicals; sale and rental of down hole instrumentation
(iv) Americas: Manufacture and sale of drilling fluids and chemicals; sale and rental of down hole instrumentation
Primary reporting: Business Segments
(a) Segment Revenues
| Drilling Fluids and Chemicals Down Hole Instrumentation Total of all segments Unallocated Total revenue - all operations (b) Segment Results Continuing operations Drilling Fluids and Chemicals Down Hole Instrumentation Total of all segments Eliminations Unallocated Profit before tax Income tax expense Discontinued operations Drilling Fluids and Chemicals Down Hole Instrumentation Total of all segments Eliminations Unallocated Profit before tax Income tax expense Discontinued operation - Surtron (note 29) Profit attributable to ordinary equity holders of Imdex Limited Profit for the year from discontinued operations Total revenue - continuing operations Profit for the year from continuing operations |
2009 2008 $'000 $'000 91,687 85,711 45,281 56,298 |
|---|---|
| 136,968 142,009 |
|
| 2,024 1,900 |
|
| 138,992 143,909 |
|
| - 6,584 |
|
| 138,992 150,493 |
|
| 10,315 13,981 8,731 21,221 |
|
| 19,046 35,202 - - (850) (3,317) |
|
| 18,195 31,885 (6,128) (10,804) |
|
| 12,067 21,081 |
|
| - - - 13,347 |
|
| - 13,347 - - - - |
|
| - 13,347 - (2,426) |
|
| - 10,921 |
|
| 12,067 32,002 |
Page 65 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
28 Segment Information (continued)
(c) Segment Assets and Liabilities
| Drilling Fluids and Chemicals Down Hole Instrumentation Total of all segments Unallocated Consolidated |
2009 2008 2009 2008 $'000 $'000 $'000 $'000 62,999 54,194 7,941 12,895 90,349 101,361 15,640 18,973 Assets Liabilities |
|---|---|
| 153,348 155,555 23,581 31,868 20,470 17,508 34,039 35,552 |
|
| 173,818 173,063 57,620 67,420 |
(d) Other segment information
| Drilling Fluids and | Drilling Fluids and | Down | Hole | Unallocated | Unallocated | Total | ||
|---|---|---|---|---|---|---|---|---|
| Chemicals | Instrumentation | |||||||
| 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
| Depreciation | 836 | 229 | 2,295 | 3,306 | 187 | 198 | 3,318 | 3,733 |
| Amortisation | - | - | 6,535 | 6,055 | - | - | 6,535 | 6,055 |
| Acquisition of segment assets | 3,226 | 1,408 | 4,279 | 3,768 | 236 | 42 | 7,741 | 5,218 |
| Significant non cash expenses other | ||||||||
| than depreciation and amortisation | 1,041 | 1,418 | 446 | 608 | 194 | 404 | 1,681 | 2,430 |
Secondary Reporting: Geographical Segments
| Asia Pacific Europe Africa Americas Total |
2009 2008 2009 2008 2009 2008 $'000 $'000 $'000 $'000 $'000 $'000 77,659 83,485 101,675 112,298 2,934 1,405 8,185 8,207 49,439 42,380 2,033 862 23,209 28,710 8,287 10,615 1,084 1,729 29,939 30,091 14,417 7,770 1,690 1,222 Segment assets Acquisition of segment assets Revenue from external customers |
|---|---|
| 138,992 150,493 173,818 173,063 7,741 5,218 |
Page 66 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
29 Discontinued Operations
Effective 31 October 2007, the Group disposed of 100% of its shares in Surtron Technologies Pty Ltd, Surtron Technologies UK Ltd and Surtron Technologies US Inc, collectively known as the Surtron business. The disposal was part of the Group's decision to focus its efforts on the core competencies of selling drilling fluids and selling and renting down hole instrumentation. The financial results of the Surtron business up to the date of disposal included in the Group results are summarised below.
| Profit from discontinued operations | Consolidated 4 months ended 31 Oct 2007 $’000 |
|---|---|
| Revenue Expenses Profit before income tax Income tax expense Profit after income tax of discontinued operations Gain on sale of the entities before income tax Income tax expense Gain on sale of the entities after income tax Profit from discontinued operations Cash flows from discontinued operations Net cash (outflow)/inflow from ordinary activities Net cash inflow from investing activities (including the proceeds from the sale of the entities) Net cash inflow from financing activities |
6,584 (5,376) |
| 1,208 (207) |
|
| 1,001 | |
| 12,139 (2,219) |
|
| 9,920 | |
| 10,921 | |
| (1,737) 20,002 1,121 |
|
| 19,386 | |
| The assets and liabilities of Surtron at the date of disposal were as follows: Carrying amounts of assets and liabilities |
Consolidated 31 Oct 2007 $’000 |
| Cash and cash equivalents Trade and other debtors Inventories Deferred tax asset Property, plant and equipment Total assets Intercompany balances Trade and other creditors Hire purchase liabilities Employee entitlements Total liabilities Net assets |
1,873 4,382 306 221 6,528 |
| 13,310 | |
| (2,612) (2,590) (2,300) (686) |
|
| (8,188) | |
| 5,122 | |
| Details of the sale of the entities Consideration received: |
Consolidated 4 months ended 31 Oct 2007 $’000 |
| Cash received Carrying amount of net assets sold (net of intercompany balances) Costs of disposal Gain on sale before income tax Income tax expense Gain on sale after income tax |
20,002 (7,734) (129) |
| 12,139 (2,219) |
|
| 9,920 |
Page 67 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
30 Related Party Disclosures
(a) Equity interests in related parties
Details of the percentage ownership of subsidiaries and the wholly owned Group is set out in note 26. The wholly owned Group consists of Imdex Limited and its wholly owned subsidiaries.
(b) Transactions with key management personnel
(i) Key management personnel compensation
Details of key management personnel compensation is set out in note 33.
(ii) Loans to key management personnel
No loans were made during the current or prior years to key management personnel or their related parties.
(iii) Key management personnel equity holdings
| 2009 Mr I F Burston Mr B W Ridgeway Mr R W Kelly Mr K A Dundo Mr M Lemmel Mr G E Weston Mr D J Loughlin Mr P J Mander * Mr P A Evans |
Balance at 1 July 2008 Granted as compensation Received on exercise of options Inception as key management person Net other change ^ Balance at 30 June 2009 Balance held nominally No. No. No. No. No. No. No. 343,786 - - - 50,000 393,786 - 3,500,000 - - - - 3,500,000 - 290,000 - - - 90,000 380,000 - 300,000 - - - - 300,000 - 447,347 - - - 351,920 799,267 - - - - - - - - - - - - - - - - - - - - - - 10,000 - - - 35,000 45,000 - |
|---|---|
| 4,891,133 - - - 526,920 5,418,053 - |
-
- Mr P J Mander became a Key Management Person when he was appointed to the position of General Manager: Fluids and Chemicals (Minerals) Division on 1 September 2008. Disclosures above relate only to the period when in office.
^ - represent on market transactions
| 2008 Mr I F Burston Mr B W Ridgeway Mr R W Kelly Mr K A Dundo Mr M Lemmel Mr G E Weston Mr D J Loughlin Mr P A Evans |
Balance at 1 July 2007 Granted as compensation Received on exercise of options Cession as key management person Net other change ^ Balance at 30 June 2008 Balance held nominally No. No. No. No. No. No. No. 260,000 - - - 83,786 343,786 - 3,500,000 - - - - 3,500,000 - 265,000 - - - 25,000 290,000 - 300,000 - - - - 300,000 - 400,000 - - - 47,347 447,347 - - - 500,000 - (500,000) - - 10,000 - - - (10,000) - - 5,000 - - - 5,000 10,000 - |
|---|---|
| 4,740,000 - 500,000 - (348,867) 4,891,133 - |
^ - represent on market transactions
Page 68 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
30 Related Party Disclosures (continued)
(iv) Share options issued by Imdex Limited
| 2009 Mr I F Burston Mr B W Ridgeway Mr R W Kelly Mr K A Dundo Mr M Lemmel Mr G E Weston Mr D J Loughlin Mr P J Mander * Mr P A Evans |
Balance at 1 July 2008 Granted as compensation Exercised Inception as key management person Balance at 30 June 2009 Vested but not exercisable Vested and exercisable Options vested during year No. No. No. No. No. No. No. No. 1,000,000 - - - 1,000,000 - 1,000,000 1,000,000 2,000,000 - - - 2,000,000 - 2,000,000 - - - - - - - - - - - - - - - - - - - - - - - - - 2,500,000 - - - 2,500,000 - 2,166,666 500,000 500,000 - - - 500,000 - 333,333 166,667 - - - 150,000 150,000 - 50,000 50,000 500,000 - - - 500,000 - 266,667 166,667 |
|---|---|
| 6,500,000 - - 150,000 6,650,000 - 5,816,666 1,883,334 |
-
- Mr P J Mander became a Key Management Person when he was appointed to the position of General Manager: Fluids and Chemicals (Minerals) Division on 1 September 2008. Disclosures above relate only to the period when in office.
| 2008 Mr I F Burston Mr B W Ridgeway Mr R W Kelly Mr K A Dundo Mr M Lemmel Mr G E Weston Mr D J Loughlin Mr P A Evans |
Balance at 1 July 2007 Granted as compensation Exercised Cession as key management person Balance at 30 June 2008 Vested but not exercisable Vested and exercisable Options vested during year No. No. No. No. No. No. No. No. 1,000,000 - - - 1,000,000 - - - 2,000,000 - - - 2,000,000 - 2,000,000 2,000,000 - - - - - - - - - - - - - - - - - - - - - - - - 2,500,000 500,000 (500,000) - 2,500,000 - 1,666,667 1,000,000 500,000 - - - 500,000 - 166,667 166,667 300,000 200,000 - - 500,000 - 100,000 100,000 |
|---|---|
| 6,300,000 700,000 (500,000) - 6,500,000 - 3,933,334 3,266,667 |
No options were granted to key management personnel in the current year. Options granted to G E Weston and P A Evans during the prior financial year were made in accordance with the Staff Option Plan, as further described in note 34. Each share option converts into 1 ordinary share of Imdex Limited. No amounts were paid, or are payable, by the recipient on receipt of the option. The options issued to G E Weston and P A Evans are exercisable in one third lots at the end of each of the first three years during their life.
A total of 500,000 options were exercised by key management personnel during the prior year. The exercise price was 20c per share. No amounts remain unpaid on the options exercised.
Page 69 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
30 Related Party Disclosures (continued)
(v) Other transactions with key management personnel (and their related parties) of Imdex Limited
(a) Mr K A Dundo is a Partner of the legal firm QLegal, that provided legal services to the Imdex Group on normal commercial terms and conditions. Total legal costs arising from QLegal were $251,081 (2008: $216,202)
- (b) Transactions with Directors
| Note v(a) v(a) Current Liabilities v(a) Legal services expense Profit from ordinary activities before income tax includes the following items of income and expenses relating to transactions, other than compensation, with Directors or their related entities: Total assets arising from transactions, other than compensation, with Directors or their related entities: Total assets and liabilities arising from transactions, other than compensation, with Directors or their related entities: Goodwill and intercompany loans (parent: acquisition costs) |
2009 2008 2009 2008 $ $ $ $ 193,865 134,314 193,865 134,314 Company Consolidated |
|---|---|
| 57,216 81,888 57,216 81,888 | |
| 41,420 3,573 41,420 3,573 |
(c) Transactions with other related parties
(i) Transactions within the wholly-owned Group
Details of dividend revenue received by the ultimate parent entity is disclosed in note 4. Amounts receivable from entities in the whollyowned Group are disclosed in note 9. During the financial year Imdex Limited provided management services amounting to $9,361,401 (2008: $6,671,293) to entities in the wholly-owned Group as disclosed in note 4.
(d) Parent entity
The ultimate parent entity in the Group is Imdex Limited, a Company incorporated in Western Australia.
Page 70 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
31 Notes to the Cash Flow Statement
(a) Reconciliation of cash and cash equivalents
For the purposes of the Cash Flow Statement, cash and cash equivalents includes cash on hand and in banks and investment in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the year as shown in the Cash Flow Statement is reconciled to the related items in the balance sheet as follows:
| Cash and cash equivalents Bank overdraft |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 11,975 13,276 1,455 869 - - - - Consolidated Company |
|---|---|
| 11,975 13,276 1,455 869 |
Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. The fair value of cash and cash equivalents is $11,975,244 (2008: $13,275,763)
(b) Non cash financing and investing activities
During the year the Group acquired equipment under a finance lease of $1.8 million (2008: $0.7 million). This equipment acquisition will be reflected in the cash flow cash flow statement over the term of the finance lease via lease repayments.
(c) Reconciliation from the Profit for the Year to Net Cash Provided by Operating Activities
| Profit for the year Adjustments for non-cash and non-operational items Depreciation of non-current assets Amortisation of intangible assets Non-cash interest on deferred payments Interest earned on intercompany accounts Dividends received disclosed as investing activities Interest received disclosed as investing activities Share options expensed Loss / (profit) on sale of non-current assets Interest on hire purchase liabilities Fair value adjustment on interest rate cap Profit on sale of Surtron before tax Changes in assets and liabilities during the financial year (Increase) / decrease in assets: Current receivables Current inventories Other current assets Increase / (decrease) in liabilities: Current payables Provision for employee entitlements Current tax liability Deferred tax balances Net Cash Provided by / (used in) Operating Activities |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 12,067 32,002 8,516 16,325 3,318 3,733 187 198 6,535 6,055 - - 194 404 - - - - (1,861) (1,678) - - (7,500) (3,378) (119) (451) (56) (212) 1,487 2,025 1,487 2,025 86 (91) (41) - 53 66 - 3 229 10 229 10 - (12,139) - (17,245) 8,129 (10,096) (4,842) (3,454) (5,321) (6,577) - - (307) (976) (2) 23 (5,365) (2,132) 133 258 340 556 359 143 (3,524) (121) (394) (5,797) (1,627) (2,011) 405 (590) Consolidated Company |
|---|---|
| 16,175 10,257 (3,380) (13,369) |
Page 71 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
31 Notes to the Cash Flow Statement (continued)
| (d) Financing facilities Total facilities available Bank loan Commercial bills Equipment finance facility Multi option facility (including bank overdraft) Facilities utilised at balance sheet date Bank loan Commercial bills Equipment finance facility Multi option facility (including bank overdraft) Facilities not utilised at balance sheet date Bank loan Commercial bills Equipment finance facility Multi option facility (including bank overdraft) |
2009 2008 2009 2008 $’000 $’000 $’000 $’000 8,383 13,148 - - 24,500 17,000 24,500 17,000 2,177 76 2,177 76 220 2,020 220 2,020 Consolidated Company |
|---|---|
| 35,280 32,244 26,897 19,096 |
|
| 8,383 13,148 - - 21,500 17,000 21,500 17,000 - - - - - - - - |
|
| 29,883 30,148 21,500 17,000 |
|
| - - - - 3,000 - 3,000 - 2,177 76 2,177 76 220 2,020 220 2,020 |
|
| 5,397 2,096 5,397 2,096 |
32 Financial Instruments
(a) Capital Risk Management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 16, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in notes 19 and 20. Management and the Board review the capital structure regularly. The treasury function present regular updates to the Board. As a part of these reviews management considers the cost of capital and the risks associated with each class of capital. Based on the outcome of these reviews the Group will balance its overall capital structure through payment of dividends and issue of new shares as well as the issue of new debt or repayment of existing debt. The Board does not have a specific optimum gearing target other than to maintain a competitive weighted average cost of capital.
The Group’s overall capital management strategy remains unchanged from prior years.
(b) Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.
(c) Categories of financial instruments
| Consolidated | Consolidated | Company | Company | |
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| $ 000s | $ 000s | $ 000s | $ 000s | |
| Financial Assets | ||||
| Cash and cash equivalents | 11,975 | 13,276 | 1,455 | 869 |
| Loans and receivables | 35,707 | 45,087 | 80,406 | 75,791 |
| At fair value through profit and loss | - | 229 | - | 229 |
| Financial Liabilities | ||||
| Amortised cost | 46,808 | 52,074 | 22,666 | 18,811 |
Page 72 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
32 Financial Instruments (continued)
(d) Financial risk management objectives
The Group’s treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk and fair value interest rate risk), credit risk, liquidity risk and cash flow interest rate risk.
The Group seeks to minimise the effects of these risks by using natural hedges where possible and derivative financial instruments to hedge remaining risk exposures where the benefit of the hedge outweighs the cost. The use of financial derivatives is governed by the Group’s treasury policies which are approved by the Board of Directors. These policies describe the Group’s policies with respect to foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. The Group does not enter into or trade financial instruments, including derivative financial instruments for speculative purposes. The only derivative instrument in operation at year end is an interest rate cap as described in note (g) below.
(e) Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (note (f) below) and interest rates (note (g) below). The Group monitors its exposure to these risks on a regular basis and enters into derivative financial instruments to manage these risks where appropriate. The only derivative financial instrument currently being used is an interest rate cap. At a Group and at a company level market risk exposures are measured by sensitivity analyses and scenario modelling.
There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk.
(f) Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to foreign exchange rate fluctuations arise. Exchange rate exposures are managed with the use of natural hedges where possible and with the use of financial instruments where benefit outweighs cost within approved policy parameters. During the current and prior year no financial instruments were used to manage foreign exchange risk.
The carrying amount of the Group’s foreign currency denominated monetary assets and liabilities at the reporting date is as follows:
| Liabilities | Assets | |||
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| $ 000s | $ 000s | $ 000s | $ 000s | |
| United States Dollars | 1,234 | 487 | 12,148 | 14,045 |
| South African Rand | 1,274 | 1,770 | 3,806 | 3,782 |
| Canadian Dollars | 390 | 44 | 2,057 | 4,222 |
| Swedish Kroner | 8,495 | 13,564 | 3,176 | 3,975 |
| British Pound | 5,165 | 4,953 | 2,984 | 401 |
| European Dollar | 204 | 728 | 3,056 | 416 |
| Chilean Pesos | 195 | 2,040 | 1,453 | 2,745 |
| Other - mostly Kazakhstani Tenge | 59 | 786 | 819 | 459 |
Foreign currency sensitivity
The Group is mainly exposed to United States Dollars, Swedish Kroner, Canadian Dollars, British Pounds, European Dollars and South African Rand.
The following table details the Group’s sensitivity to a 5% (2008: 2%) increase and decrease in the Australian Dollar against the relevant foreign currencies. The sensitivity rate of 5% (2008: 2%) is the rate used when performing regular reporting on foreign currency risk internally. Foreign exchange risk is reported regularly to key management personnel and the Board. The estimated movement of 5% (2008: 2%) represents management’s assessment of the possible change in foreign currency exchange rates which is based on regular forecasts received from major lending institutions. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjust their translation at the period end for a 5% (2008: 2%) change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number indicates an increase in profit or loss and other equity where the Australian Dollar strengthens against the respective currency. For a weakening of the Australian Dollar against the respective currency there would be an equal and opposite impact on the profit and other equity, and the balances below would carry the opposite sign.
Page 73 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
32 Financial Instruments (continued)
(f) Foreign currency risk management (continued)
==> picture [481 x 219] intentionally omitted <==
----- Start of picture text -----
United States Dollar Impact South African Rand Impact
Consolidated Company Consolidated Company
2009 2008 2009 2008 2009 2008 2009 2008
$ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's
Profit or (loss) (546) (271) - - (i) (127) (40) - - (i)
Other equity - - - - (ii) - - - - (ii)
Swedish Kroner Impact Canadian Dollar Impact
Consolidated Company Consolidated Company
2009 2008 2009 2008 2009 2008 2009 2008
$ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's
Profit or (loss) 266 192 - - (i) (83) (84) - - (i)
Other equity - - - - (ii) - - - - (ii)
British Pound European Dollar
Consolidated Company Consolidated Company
2009 2008 2009 2008 2009 2008 2009 2008
$ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's
Profit or (loss) 109 91 - - (i) (143) 6 - - (i)
Other equity - - - - (ii) - - - - (ii)
----- End of picture text -----
(i) Profit and loss impacts are mainly attributable to exposure on outstanding receivables and payables at year end denominated in the applicable foreign currency
(ii) Equity movements are attributable to the net investment in a foreign operation denominated in the applicable foreign currency
(g) Interest rate risk management
The Company and the Group are exposed to interest rate risk as entities in the Group borrow funds at floating interest rates. Interest rate risk is managed within defined treasury policy guidelines. This is achieved by the Group by maintaining an appropriate mix between fixed and floating rate borrowings and by the use of an interest rate cap to limit the maximum exposure to interest rate rises on part of Group debt.
The Company and the Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.
Interest rate sensitivity
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the possible changes in interest rates based on consultation with appropriately qualified financial professionals.
Group sensitivity
At reporting date, if interest rates had been 100 basis points higher and all other variables were held constant, the Group’s net profit would decrease by $0.3 million (2008: 0.2 million). There would be a nil impact on equity other than via profit. A 100 basis point decrease in interest rates, holding all other variables constant would yield an increase in the Group’s net profit of $0.3 million (2008: $0.3 million). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings. The profit increase / decrease effect in the prior year is not symmetrical due to the presence of an interest rate cap which limits the Group’s maximum exposure to interest rates on $10 million of its debt. This effect is symmetrical in the current year as the interest cap maximum threshold is not being exceeded.
Page 74 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
32 Financial Instruments (continued)
(g) Interest rate risk management (continued)
Company sensitivity
At reporting date, if interest rates had been 100 basis points higher and all other variables were held constant, the Company’s net profit would decrease by $0.2 million (2008: $0.1 million). There would be a nil impact on equity other than via profit. A 100 basis point decrease in interest rates, holding all other variables constant would yield an increase in the Company’s net profit of $0.2 million (2008: $0.2 million). This is mainly attributable to the Company’s exposure to interest rates on its variable rate borrowings. The profit increase / decrease effect is not symmetrical in the prior year due to the presence of an interest rate cap which limits the Group’s maximum exposure to interest rates on $10 million of its debt. This effect is symmetrical in the current year as the interest cap maximum threshold is not being exceeded.
Interest rate cap
On 1 January 2008 the Company entered into an interest rate cap arrangement for a 3 year period. This interest rate cap, costing $0.2 million, enabled the Company to limit the maximum exposure to interest rate movements on $10 million of its debt to 7% per annum. At 30 June 2009 this interest rate cap had a fair value of nil (30 June 2008: $0.2 million). (note 9) These fair values have been determined by seeking market valuations at year end for an interest rate cap with identical terms that terminates on 31 December 2011.
(h) Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are monitored on a weekly basis and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed regularly by management.
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable.
The Group does not have any significant credit risk exposure to any single counterparty or group of counterparties having similar characteristics. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Group’s maximum exposure to credit risk without taking account of the value of collateral obtained. At 30 June 2009 no such collateral had been obtained. (30 June 2008 : nil)
(i) Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who monitor short, medium and long term liquidity requirements through the use of financial models. The treasury function reports regularly to key management personnel and the Board on matters affecting liquidity risk. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in note 31(d) is a listing of additional undrawn facilities that the Company/Group has at its disposal to further reduce liquidity risk.
Page 75 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
32 Financial Instruments (continued)
(i) Liquidity risk management (continued)
Liquidity and interest risk tables
The following tables detail the Company’s and the Group’s remaining contractual maturity for its non–derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instrument included in the maturity analysis which are not included in the carrying amount of the financial liability on the balance sheet.
Consolidated
| Weighted average | 0-3 months |
3 months to 1 | 1-5 years | 5+ years | ||
|---|---|---|---|---|---|---|
| effective interest | year | |||||
| rate | ||||||
| % | $’000 | $’000 | $’000 | $’000 | ||
| 2009 | ||||||
| Non-interest bearing | - | 8,877 | 6,384 | - | - | |
| Finance lease liability | 7.89% | 152 | 455 | 1,279 | ||
| Variable interest rate | ||||||
| instruments | 4.57% | 9,011 | 5,267 | 18,387 | - | |
| 18,040 | 12,106 | 19,666 | - | |||
| 2008 | ||||||
| Non-interest bearing | - | 10,948 | 8,261 | 2,717 | - | |
| Finance lease liability | - | - | - | - | - | |
| Variable interest rate | ||||||
| instruments | 8.20% | 2,101 | 12,788 | 19,606 | - | |
| 13,049 | 21,049 | 22,323 | - | |||
| Company | ||||||
| Weighted average | 0-3 months |
3 months to 1 | 1-5 years | 5+ years | ||
| effective interest | year | |||||
| rate | ||||||
| % | $’000 | $’000 | $’000 | $’000 | ||
| 2009 | ||||||
| Non-interest bearing | - | 583 | 583 | |||
| Finance lease liability | - | - | - | - | - | |
| Variable interest rate | ||||||
| instruments | 5.09% | 8,020 | 3,004 | 12,872 | - | |
| 8,603 | 3,587 | 12,872 | - | |||
| 2008 | ||||||
| Non-interest bearing | - | 906 | 905 | - | - | |
| Finance lease liability | - | - | - | - | - | |
| Variable interest rate | ||||||
| instruments | 9.70% | 908 | 9,256 | 9,584 | - | |
| 1,814 | 10,161 | 9,584 | - |
Page 76 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
32 Financial Instruments (continued)
(i) Liquidity risk management (continued)
The following tables detail the Company’s and the Group’s remaining contractual maturity for its non–derivative financial assets. The tables have been drawn up based on the undiscounted cash flows of financial assets including interest that will be earned on those assets except where the Company/Group anticipates that the cash flow will occur in a different period. The adjustment column represents the possible future cash flows attributable to the instrument included in the maturity analysis which are not included in the carrying amount of the financial asset on the balance sheet.
Consolidated
| Weighted average | 0-3 months |
3 months to 1 | 1-5 years | 5+ years | ||
|---|---|---|---|---|---|---|
| effective interest | year | |||||
| rate | ||||||
| % | $’000 | $’000 | $’000 | $’000 | ||
| 2009 | ||||||
| Non-interest bearing | - | 23,367 | - | - | - | |
| Variable interest rate | ||||||
| instruments | 2.75% | 11,975 | - | - | - | |
| Fixed interest rate instruments | ||||||
| 13.50% | - | 12,340 | - | - | ||
| 35,342 | 12,340 | - | - | |||
| 2008 | ||||||
| Non-interest bearing | - | 32,079 | - | - | - | |
| Variable interest rate | ||||||
| instruments | 4.40% | 13,276 | - | - | - | |
| Fixed interest rate instruments | ||||||
| 13.50% | - | 13,008 | - | - | ||
| 45,355 | 13,008 | - | - | |||
| Company | ||||||
| Weighted average | 0-3 months |
3 months to 1 | 1-5 years | 5+ years | ||
| effective interest | year | |||||
| rate | ||||||
| % | $’000 | $’000 | $’000 | $’000 | ||
| 2009 | ||||||
| Non-interest bearing | - | 5,836 | - | - | 62,230 | |
| Variable interest rate | ||||||
| instruments | 2.75% | 1,455 | - | - | - | |
| Fixed interest rate instruments | ||||||
| 13.50% | - | 12,340 | - | - | ||
| 7,291 | 12,340 | - | 62,230 | |||
| 2008 | ||||||
| Non-interest bearing | - | 2,401 | - | - | 60,382 | |
| Variable interest rate | ||||||
| instruments | 4.40% | 869 | - | - | - | |
| Fixed interest rate instruments | ||||||
| 13.50% | - | 13,008 | - | - | ||
| 3,270 | 13,008 | - | 60,382 |
The following table details the Company’s and Group’s liquidity analysis for its derivative financial instrument. The table has been drawn up based on the undiscounted gross cash inflows / (outflows) since derivative financial instrument, being the interest rate cap, settles on a gross basis. Since the amounts payable and receivable are not fixed, the amount disclosed has been determined by reference to the projected interest rates as illustrated by the yield curves existing at the reporting date.
| 2009 Interest rate cap 2008 Interest rate cap |
0-3 months 3 months to 1 year 1-5 years 5+ years $’000 $’000 $’000 $’000 - - - - |
|---|---|
| 20 60 200 - |
Page 77 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
32 Financial Instruments (continued)
(j) Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined as follows:
-
the fair value of financial assets and financial liabilities (excluding derivative financial instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using pricing models based on observable current market transactions; and
-
the fair value of derivative financial instruments are calculated using quoted market prices
The financial statements include holdings in unlisted shares which are measured at cost due to them being held for disposal (note 11).
The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximates their fair values.
33 Key Management Personnel Compensation
The aggregate compensation of the key management personnel of the Group and the Company is set out below:
| Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments |
2009 2008 2009 2008 $ $ $ $ 1,987,338 1,656,713 1,987,338 1,301,545 154,812 112,836 154,812 88,225 36,688 116,291 36,688 39,790 - - - - 252,715 419,325 252,715 399,119 Consolidated Company |
|---|---|
| 2,431,553 2,305,165 2,431,553 1,828,679 |
34 Staff Option Scheme
(a) Share Based Payment Arrangements
Staff Option Plan
The Group has in place a Staff Option Scheme (Scheme) to reward employees (including Key Management Personnel) for their past services as well as to provide an incentive for future efforts. The terms and conditions of the Scheme are set out in the Scheme Rules with the Board of Directors responsible for the administration of the Scheme. The options carry no rights to dividends and no voting rights. The options expire on their expiry date. Each employee share option converts to one ordinary share of Imdex Limited on exercise. No amounts are paid or payable by the recipient on receipt of the option. Options may be exercised at any time from the date of vesting to the date of expiry. The number of options granted to staff is generally based on an assessment of the performance of that staff member as determined by the Board of Directors. Staff are normally only eligible to receive options when they have been with the Company in excess of 12 months. Options expire when the option holder ceases to be employed by the Group.
Chairman’s Options
Options were issued to the Chairman as a reward for past performance and as an incentive for the future. These options have been approved a General Meeting of shareholders. The options carry no rights to dividends and no voting rights. The options expire on their expiry date or when ceasing to be a Director and may be exercised after 2 years at any time to their expiry date. As at 30 June 2009 all of these options had vested.
Managing Director’s Options
Options were issued to the Managing Director as a reward for past performance and as an incentive for the future. The options carry no rights to dividends and no voting rights. As at 30 June 2009 all of these options had vested.
At the 2008 Annual General Meeting 2,000,000 options were approved by the shareholders for issue to the Managing Director. These were however not granted due to the impacts of the global financial crisis with the knowledge that this would be considered in future employee share option allocations.
Page 78 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
34 Staff Option Scheme (continued)
(b) The following share based payment arrangements were in existence during the current and comparative periods:
| 2009 | Issue Date | Expiry | Exercise | Fair Value | Number of Options | Number of Options | Number of Options | ||
|---|---|---|---|---|---|---|---|---|---|
| Date | Price | at Grant |
Opening | Issued | Exercised | Lapsed | Closing | ||
| $ | Date | balance |
current | current year | current year | balance | |||
| $ | year | ||||||||
| Staff Options | |||||||||
| Tranche 1 (i) | 1-Aug-04 | 31-Jul-09 | 0.20 | 0.01 |
1,178,333 | - | (36,667) | - | 1,141,666 |
| Tranche 2 (i) | 1-Feb-06 | 31-Jan-11 | 0.35 | 0.02 |
1,812,872 | - | (41,666) | (55,001) | 1,716,205 |
| Tranche 3 (i) | 23-Feb-07 | 22-Feb-12 | 0.75 | 0.56 |
700,000 | - | - | - | 700,000 |
| Tranche 4 (i) | 23-Feb-07 | 22-Feb-12 | 1.00 | 0.48 |
3,563,667 | - | (70,999) | (250,000) | 3,242,668 |
| Tranche 5 (i) | 12-Jun-07 | 11-Jun-12 | 1.80 | 0.51 |
625,000 | - | - | - | 625,000 |
| Tranche 6 (i) | 18-Oct-07 | 17-Oct-12 | 1.80 | 0.81 |
500,000 | - | - | - | 500,000 |
| Tranche 7 (i) | 28-Mar-08 | 27-Mar-13 | 3.00 | 0.42 |
4,815,000 | - | - | (160,000) | 4,655,000 |
| Chairman's Options | |||||||||
| Tranche 1 (ii) | 19-Oct-06 | 18-Oct-11 | 0.75 | 0.35 |
1,000,000 | - | - | - | 1,000,000 |
| Managing Directors' Options | |||||||||
| Tranche 1 (iii) | 15-Sep-05 | 14-Sep-10 | 0.30 | 0.01 |
2,000,000 | - | - | - | 2,000,000 |
| 16,194,872 | - | (149,332) | (465,001) | 15,580,539 | |||||
| 2008 | Issue Date | Expiry | Exercise | Fair Value | Number of Options | ||||
| Date | Price | at Grant |
Opening | Issued | Exercised | Lapsed | Closing | ||
| $ | Date | balance |
current | current year | current year | balance | |||
| $ | year | ||||||||
| Staff Options | |||||||||
| Tranche 1 (i) | 1-Aug-04 | 31-Jul-09 | 0.20 | 0.01 |
2,090,501 | - | (912,168) | - | 1,178,333 |
| Tranche 2 (i) | 1-Feb-06 | 31-Jan-11 | 0.35 | 0.02 |
2,189,905 | - | (306,998) | (70,035) | 1,812,872 |
| Tranche 3 (i) | 23-Feb-07 | 22-Feb-12 | 0.75 | 0.56 |
700,000 | - | - | - | 700,000 |
| Tranche 4 (i) | 23-Feb-07 | 22-Feb-12 | 1.00 | 0.48 |
4,425,000 | - | (386,333) | (475,000) | 3,563,667 |
| Tranche 5 (i) | 12-Jun-07 | 11-Jun-12 | 1.80 | 0.51 |
675,000 | - | - | (50,000) | 625,000 |
| Tranche 6 (i) | 18-Oct-07 | 17-Oct-12 | 1.80 | 0.81 |
- | 500,000 | - |
- | 500,000 |
| Tranche 7 (i) | 28-Mar-08 | 27-Mar-13 | 3.00 | 0.42 |
- | 4,875,000 | - |
(60,000) | 4,815,000 |
| Chairman's Options | |||||||||
| Tranche 1 (ii) | 19-Oct-06 | 18-Oct-11 | 0.75 | 0.35 |
1,000,000 | - | - | - | 1,000,000 |
| Managing Directors' Options | |||||||||
| Tranche 1 (iii) | 15-Sep-05 | 14-Sep-10 | 0.30 | 0.01 |
2,000,000 | - | - | - | 2,000,000 |
| 13,080,406 | 5,375,000 | (1,605,499) | (655,035) | 16,194,872 |
(i) Exercisable in one third lots in each year commencing one year after issue.
(ii) Expire on their expiry date or when ceasing to be a Director, and may be exercised after 2 years at any time to their expiry date.
(iii) Expire on their expiry date or 3 months after ceasing to be a Director, and may be exercised after 2 years at any time to their expiry date.
Page 79 of 83
IMDEX LIMITED and its controlled entities
NOTES TO THE FINANCIAL REPORT
34 Staff Option Scheme (continued)
(c) Fair value of options granted during the financial year
No share options were issued in the current year. The weighted average fair value of share options granted during the prior financial year was $0.45. Options were priced using a Black-Scholes option pricing model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effects of non-transferability, exercise restrictions (including the probability of meeting market conditions attached to the option), and behavioural considerations. Expected volatility is based on the historical share price volatility trends.
| 2008 | Staff Options | Staff Options |
|---|---|---|
| Tranche 6 | Tranche 7 | |
| Inputs into the model | ||
| Grant date share price ($) | 1.87 | 1.79 |
| Exercise price ($) | 1.80 | 3.00 |
| Expected volatility | 45% | 50% |
| Option life (years) | 5.00 | 5.00 |
| Risk-free interest rate | 6.47% | 6.18% |
| Dividend yield | 1.66% | 1.96% |
(d) Exercised during the financial year
2009
| Staff Options Tranche 3 Staff Options Tranche 1 Staff Options Tranche 2 Staff Options Tranche 3 Staff Options Tranche 3 Staff Options Tranche 2 Staff Options Tranche 3 Staff Options Tranche 1 Staff Options Tranche 2 Staff Options Tranche 1 Option Series |
Number Exercised Exercise Date Amount Paid ($) Amount Unpaid ($) 50,000 17-Jul-08 37,500 - 10,000 25-Jul-08 2,000 - 20,000 25-Jul-08 7,000 - 8,333 15-Aug-08 6,250 - 4,333 1-Sep-08 3,250 - 5,000 3-Sep-08 1,750 - 8,333 3-Sep-08 6,250 - 16,667 15-Oct-08 3,333 - 16,666 15-Oct-08 5,833 - 10,000 12-Jun-09 2,000 - 149,332 Share Price at Exercise Date 156.5 168 186 157 77 65 157 191 186 77 |
|---|---|
2008
| Staff Options Tranche 1 Staff Options Tranche 2 Staff Options Tranche 3 Option Series |
Number Exercised Exercise Date Amount Paid ($) Amount Unpaid ($) 912,168 Various 182,434 - 306,998 Various 107,449 - 386,333 Various 289,750 - 1,605,499 Weighted Average Share Price at Exercise Date 1.86 1.86 1.86 |
|---|---|
Page 80 of 83
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
34 Staff Option Scheme (continued)
(e) Balance at end of the financial year
The share options outstanding at the end of the financial year had a weighted average exercise price of $1.41 (2008: $1.41), and a weighted average remaining contractual life of 911 days (2008: 1279 days)
(f) Reconciliation of movements in share options during the year
The following reconciles the outstanding share options granted under the Staff Option Scheme at the beginning and end of the financial year
| Balance at beginning of the financial year Granted during the financial year Forfeited during the financial year Exercised during the financial year Expired during the financial year Balance at end of the financial year Exercisable at end of the financial year |
Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price 16,194,872 1.41 13,080,406 0.67 - - 5,375,000 2.89 - - - - (149,332) 0.62 (1,605,499) 0.42 (465,001) 1.86 (655,035) 1.16 15,580,539 1.41 16,194,872 1.41 10,468,872 5,019,872 2008 2009 |
|---|---|
35 Subsequent Events
On 21 July 2009 Imdex Limited announced a conditional proposal to merge with Coretrack Limited (Coretrack). The merger was to be effected through a Scheme of Arrangement where Imdex was to issue Coretrack shareholders 0.61 fully paid Imdex ordinary shares for every one Coretrack fully paid ordinary share, and 0.305 fully paid Imdex ordinary shares for every one Coretrack listed option, and consideration based on similar terms for Coretrack’s unlisted options. Coretrack share and option holders were to receive a total of $28.4 million in the form of 43.39 million Imdex shares issued at 65.5 cents per share. On 31 July 2009 it was announced that, following a due diligence process the proposed merger was terminated.
On 31 July 2009 Imdex Limited paid the final deferred settlement instalment of GBP 1,045,000 (A$2.1 million) due to the vendors of Imdex Technology UK Limited (formerly Chardec Technology Limited). No further amounts remain outstanding in relation to this acquisition.
Page 81 of 83
and its controlled entities
IMDEX LIMITED
ADDITIONAL STOCK EXCHANGE INFORMATION AS AT 5 AUGUST 2009
(a) Distribution of Shareholders
| 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over Holding less than a marketable parcel |
Number of Fully Paid Ordinary Shareholders Number of Option holders 343 - 1,352 6 982 28 1,510 149 163 26 |
|---|---|
| 4,351 209 |
|
| 134 - |
| (b) | Substantial Shareholders | ||
|---|---|---|---|
| Ordinary Shareholders | Fully | Paid | |
| Number | Percentage | ||
| Fiberform Vindic Holding AB | 24,300,000 | 12.47% | |
| National | Nominees Ltd | 18,946,100 | 9.72% |
| Citicorp | Nominees Pty Limited | 9,729,454 | 4.99% |
(c) Twenty Largest Holders of Quoted Equity Securities
| Ordinary Shareholders Fiberform Vindic Holding AB National Nominees Ltd Citicorp Nominees Pty Limited Anz Nominees Limited RBC Dexia Investor Services Australia Nominees Pty Limited HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Limited RBC Dexia Investor Services Australia Nominees Pty Limited Telic Alcatel (Australia) Pty Ltd Mr Petrus Middendorp Keeble Nominees Pty Ltd Wear Services Pty Ltd Longo Pty Ltd Warbont Nominees Pty Ltd Methuen Holdings Pty Ltd Passio Pty Ltd Mr Clarke James Roycroft Dimana Holdings Pty Ltd Cogent Nominees Pty Limited Fortis Clearing Nominees P/L |
Fully Paid Number Percentage 24,300,000 12.47% 18,946,100 9.72% 9,729,454 4.99% 9,587,901 4.92% 6,053,839 3.11% 4,807,654 2.47% 4,392,569 2.25% 4,361,634 2.24% 3,603,152 1.85% 2,127,500 1.09% 1,790,740 0.92% 1,709,260 0.88% 1,572,826 0.81% 1,336,982 0.69% 1,000,000 0.51% 1,000,000 0.51% 995,000 0.51% 900,000 0.46% 884,436 0.45% 873,291 0.45% |
|---|---|
| 99,972,338 24.39% |
Page 82 of 83
and its controlled entities
IMDEX LIMITED
ADDITIONAL STOCK EXCHANGE INFORMATION AS AT 5 AUGUST 2009
(d) Director and Company Secretary Shareholdings
| Name Mr B W Ridgeway Mr I F Burston Mr R W Kelly Mr K A Dundo Mr M Lemmel Mr P A Evans |
Number of Shares Number of Options 3,500,000 2,000,000 393,786 1,000,000 380,000 - 300,000 - 799,267 - 45,000 500,000 |
|---|---|
| 5,418,053 3,500,000 |
(e) Company Secretary
Mr Paul Anthony Evans
(f) Registered Office
Level 1, Canute House 15 Rheola Street West Perth Western Australia Phone: (08) 9481 5777
(g) Share Registry
Computershare Investory Services Level 2 45 St Georges Terrace Perth WA 6000 Phone: (08) 9323 2000
Page 83 of 83