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IMDEX LIMITED — Interim / Quarterly Report 2012
Feb 19, 2012
65119_rns_2012-02-19_bef5d3ba-8e12-4827-be05-c17c53854c68.pdf
Interim / Quarterly Report
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20 February 2012
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ASX Limited Company Announcements Office Exchange Centre 20 Bridge Street SYDNEY NSW 2001
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BY ELECTRONIC LODGEMENT
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Dear Sirs
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ASX APPENDIX 4D AND INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2011.
Please find attached Imdex Limite d ’s Appendix 4D and Interim Financial Report f or the Half Year Ended 31 December 2011, inclusiv e of the Auditors Review Report and Independ e nce declaration.
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Yours faithfully Imdex Limited
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Paul Evans
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Company Secretary
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IMDEX LIMITED ABN 78 008 947 813
ASX Appendix 4D “Half Year” Report and Interim Directors’ Report & Financial Report
for the Half Year ended 31 December 2011
The ASX Appendix 4D “Half Year” Report is provided to ASX in accordance with Listing Rule 4.2A for announcement to the market. Current Reporting Period: 31 December 2011 Previous Corresponding Reporting Period: 31 December 2010 The Financial Report had been subject to review and is not subject to dispute or qualification. The auditors review report is included herein. The interim Financial Report has been prepared in accordance with International Financial Reporting Standards (“IFRS”). The interim Financial Report does not include all the notes of the type normally included in an annual Financial Report and hence should be read in conjunction with the latest annual report of Imdex Limited, being for the financial year ended 30 June 2011. In addition, reference should be made to any public announcements made by Imdex Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 (Cth).
IMDEX LIMITED and its controlled entities
APPENDIX 4D HALF YEAR REPORT 31 DECEMBER 2011
Imdex Limited Results for Announcement to the Market
| Consolidated | Consolidated | |||
|---|---|---|---|---|
| Half Year | Half Year | |||
| Ended | Ended | |||
| % Change | 31 Dec 2011 | 31 Dec 2010 | ||
| **Notes ** | up / (down) | $ 000's | $ 000's | |
| Revenue from ordinary activities | (i) | 44% | 138,574 | 95,989 |
| Profit from ordinary activities after tax attributable to members | (i) | 88% | 22,665 | 12,080 |
| Net profit for the period attributable to members | (i) | 88% | 22,665 | 12,080 |
| Interim dividend (cents per share) | (ii) | 3.25 | 1.75 | |
| Final dividend (cents per share) | (iii) | 2.75 | - | |
| Net tangible assets per ordinary security (cents) | 40.43 | 27.75 |
(i) The announcement made to ASX on 20 February 2012 by the Chairman of Imdex Limited provides an explanation of the Group's financial results and operating performance for the half year ended 31 December 2011.
(ii) The FY12 interim fully franked dividend was declared on 17 February 2012 with a record date of 9 March 2012 and a payment date of 23 March 2012. There are no dividend reinvestment plans in operation.
(iii) The FY11 final fully franked dividend was declared on 12 August 2011 with a record date of 7 October 2011 and a payment date of 21 October 2011.
and its controlled entities
IMDEX LIMITED
DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2011
The Directors of Imdex Limited submit herewith the financial report of Imdex Limited and its subsidiaries (the Group) for the half year ended 31 December 2011. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:
Directors
The Directors of the Company during or since the end of the Half Year are:
Name
Period of Directorship
Mr Ross Kelly AM, Non Executive Chairman
Appointed as Non Executive Director on 14 January 2004 and appointed as Non Executive Chairman on 15 October 2009
Mr Bernie Ridgeway, Managing Director
Appointed 23 May 2000
Mr Magnus Lemmel, Non Executive Director Mr Kevin Dundo, Non Executive Director
Ms Elizabeth Donaghey, Non Executive Director
Appointed 19 October 2006
Appointed 14 January 2004 Appointed 28 October 2009
Review of Operations
| Consolidated | Consolidated | ||
|---|---|---|---|
| Half Year Ended | Half | Year Ended | |
| 31 Dec 2011 | 31 | Dec 2010 | |
| $’000 | $’000 | ||
| Total Revenue | 138,574 | 95,989 | |
| Profit after tax for the halfyear | 22,665 | 12,080 | |
| Basic earnings per share - continuing operations | 11.14 ¢ | 6.17 ¢ |
The Consolidated Entity’s profit after tax was $22.7 million for the half year ended 31 December 2011 (prior period: $12.1 million). The result was achieved on total revenue of $138.6 million (prior period: $96.0 million).
Earnings per share from total operations was 11.14 cents per share (prior period: 6.17 cents per share)
Further details on the operations and overall results are contained in the Financial Report and the announcement made to the ASX on 20 February 2012 by the Chairman of Imdex Limited regarding the Group’s financial results and operating performance for the half year ended 31 December 2011.
Page 1 of 25
IMDEX LIMITED
and its controlled entities
DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 31 DECEM B
ER 2011
Auditor’s Independence Declaration
Section 307C of the Corporations Act 200 1 requires the auditor, Deloitte Touche Tohmatsu, to pro v ide the Directors of Imdex Limited with an Independence Declaration in relation to the review of the Half Year Fi n ancial Report. The Independence Declaration is on the next p a ge.
Rounding of Amounts
The Company is of a kind referred to in Class Order 98/100 issued by the Australian Investments and Exchange Commission dated 10 July 1998 and in a ccordance with that Class Order, amounts in the Fina n cial Report and the Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated.
Signed in accordance with a resolution of t h e Directors pursuant to s.306(3) of the Corporations Act 2 001.
Dated at Perth, 17 February 2012
Ross Kelly AM Chairman
Page 2 of 25
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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
DX 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au
The Board of Directors Imdex Limited 8 Pitino Court Osborne Park WA 6017
17 February 2012
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 review of the financial statements of Imdex Limited for the half-year ended 31 December 2011, 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 review; and
(ii) any applicable code of professional conduct in relation to the review.
Yours sincerely
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DELOITTE TOUCHE TOHMATSU
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Peter Rupp Partner Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
Deloitte Touche Tohmatsu ABN 74 490 121 060
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Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia
DX 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au
Independent Auditor’s Review Report to the members of Imdex Limited
We have rev iewed the acco mpanying half-year fin ancial report of Im dex Lim ited, which comprises th e condensed statement of financ ial position as at 31 Decem ber 2 011, and t he condensed statement of com prehensive income, the condensed statement of cash flows and the condensed statement of changes in equity for the half-year ended on that date, selected explanatory notes and, the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the end of the half-y ear or from time to time during the half-year as set out on pages 6 to 25.
Directors’ Responsibility for the Half-Year Financial Report
The directors of the co mpany are resp onsible for the preparation of the half-y ear financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors deter mine i s necessary to enable the preparation of the half-y ear financial report that is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to e xpress a conclusion on the half-year financial report based on our review. We conducted our review in accord ance with Audi ting Standard on Review Engagements ASRE 241 0 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report i s not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 Decem ber 2011and its perfor mance for th e half-year ended on that da te; and com plying with A ccounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Im dex Limited, ASRE 2410 req uires that we co mply with the ethical requirem ents relevant to th e audit of the annual financial report.
A review of a half-year financial report consis ts of making enquiries, primarily of persons responsible for financial and accounti ng m atters, and appl ying analytical and other revie w procedures. A review is substantially less in scope than an audi t conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would becom e aware of all significant ma tters that might be identifie d in an audit. Accordingly, we do not express an audit opinion.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
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Auditor’s Independence Declaration
In conductin g our review, we have com plied with the independence requirem ents of the Corporations Act 2001 . We confirm that the in dependence declaration required b y t he Corporations Act 2001 , which has been given t o the directors of Imdex Limited, would be in the same terms if given to the directors as at the time of this auditor’s review report.
Conclusion
Based on our review, which is not an audit, we have not become a ware of any matter that makes us believe that the half-year financial report of Imdex Limited is not in accordance with the Corporations Act 2001 , including:
-
(a) giving a tru e and fair v iew of the consolidated entit y’s fina ncial position as at 31 December 2011 and of its performance for the half-year ended on that date; and
-
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
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DELOITTE TOUCHE TOHMATSU
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Peter Rupp Partner Chartered Accountants Perth, 17 February 2012
IMDEX LIMITED and its controlled entities
DIRECTORS’ DECLARATIO N
The Directors declare that:
-
(a) in the Directors’ opinion, there are rea s onable grounds to believe that the Company will be abl e to pay its debts as and when they become due and paya b le; and
-
(b) in the Directors’ opinion, the attached Financial Report and notes thereto are in accordance w ith the Corporations Act 2001, including compliance with a ccounting standards and giving a true and fair view of the financial position and performance of the Consolidated E ntity.
Signed in accordance with a resolution of t h e Directors made pursuant to s. 303(5) of the Corporatio n s Act 2001.
Dated at Perth, 17 February 2012
Ross Kelly AM Chairman
Page 6 of 25
IMDEX LIMITED
and its controlled entities
CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2011
| Notes Continuing operations Sale of goods and operating lease rental Interest income Total revenue Other income 2 Raw materials and consumables used Employee benefit expense Depreciation expense Amortisation expense Finance costs Share of loss of associate 5 Other expenses 2 Profit before tax Income tax expense Profit for the period Attributable to: Owners of the parent Non-controlling interests Earnings per share Basic earings per share (cents) Diluted earnings per share (cents) |
Half Year Ended Half Year Ended 31 Dec 2011 31 Dec 2010 $’000 $’000 138,516 95,897 58 92 |
|---|---|
| 138,574 95,989 |
|
| 49 98 (54,112) (42,956) (21,729) (14,724) (3,274) (2,637) (2,940) (3,430) (769) (1,388) (1,238) - (19,930) (14,523) |
|
| 34,631 16,429 (11,966) (4,349) |
|
| 22,665 12,080 |
|
| 22,665 12,080 - - |
|
| 11.14 6.17 10.86 5.99 |
The Condensed Consolidated Income Statement should be read in conjunction with the accompanying notes.
Page 7 of 25
IMDEX LIMITED
and its controlled entities
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 31 DECEMBER 2011
| OR THE HALF YEAR ENDED 31 DECEMBER 2011 | |
|---|---|
| Profit for the period Other comprehensive income Fair value (loss) / gain on available-for-sale financial asset taken directly to equity Exchange differences arising on the translation of foreign operations Income tax relating to components of other comprehensive income Other comprehensive income for the period (net of tax) Total comprehensive income for the period Total comprehensive income attributable to: Owners of the parent Non-controlling interests |
Half Year Ended Half Year Ended 31 Dec 2011 31 Dec 2010 $’000 $’000 22,665 12,080 (7,304) 9,824 (6,081) (4,954) 2,191 (2,947) |
| (11,194) 1,923 |
|
| 11,471 14,003 |
|
| 11,471 14,003 - - |
The Condensed Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
Page 8 of 25
IMDEX LIMITED
and its controlled entities
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011
| Notes Current Assets Cash and Cash Equivalents Trade and Other Receivables Inventories Other Total Current Assets Non Current Assets Property, Plant and Equipment Deferred Tax Assets Goodwill 3 Other Intangible Assets 4 Investments in Associates 5 Other Financial Assets Total Non Current Assets Total Assets Current Liabilities Trade and Other Payables Borrowings 6 Current Tax Liabilities Provisions Other Current Liabilities Total Current Liabilities Non Current Liabilities Borrowings 6 Provisions Other Non Current Liabilities Total Non Current Liabilities Total Liabilities Net Assets Equity Issued Capital 7 Foreign Currency Translation Reserve Investment Revaluation Reserve Employee Equity-Settled Benefits Reserve Retained Earnings Total Equity |
31 Dec 2011 30 Jun 2011 $’000 $’000 20,283 18,388 50,798 50,219 49,371 40,565 6,449 4,596 |
|---|---|
| 126,901 113,768 |
|
| 19,161 17,344 26,526 16,030 47,878 38,705 7,921 17,146 4,292 - 8,817 16,122 |
|
| 114,595 105,347 |
|
| 241,496 219,115 |
|
| 36,993 32,879 8,437 28,945 23,737 19,707 2,641 2,191 - 2,628 |
|
| 71,808 86,350 |
|
| 29,830 6,074 1,153 1,069 - 213 |
|
| 30,983 7,356 |
|
| 102,791 93,706 |
|
| 138,705 125,409 |
|
| 77,959 70,059 (17,522) (11,441) 1,411 6,524 6,705 7,158 70,152 53,109 |
|
| 138,705 125,409 |
The Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Page 9 of 25
IMDEX LIMITED
and its controlled entities
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2011
| Issued | Foreign | Investment | Employee | Retained | Total | ||
|---|---|---|---|---|---|---|---|
| Capital | Currency | Revaluation | Equity- | Earnings | Attributable | ||
| Translation | Reserve | Settled | to Equity | ||||
| Reserve | Benefits | Holders of | |||||
| Reserve | the Parent | ||||||
| Notes | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
| Balance at 1 July 2010 | 67,415 | (5,622) | - | 5,107 | 27,595 | 94,495 | |
| Other comprehensive (expense)/income for | |||||||
| the period | - | (4,954) | 6,877 | - | - | 1,923 | |
| Profit for the period | - | - | - | - | 12,080 | 12,080 | |
| Total comprehensive income for the period | - | (4,954) | 6,877 | - | 12,080 | 14,003 | |
| Share based payments - options | - | - | - | 391 | - | 391 | |
| Share based payments - performance rights | - | - | - | 75 | - | 75 | |
| Shares purchased on market to satisfy | |||||||
| performance rights | - | - | - | (133) | - | (133) | |
| Issue of shares under staff option plan | 934 | - | - | (104) | - | 830 | |
| Balance at 31 December 2010 | 68,349 | (10,576) | 6,877 | 5,336 | 39,675 | 109,661 | |
| Balance at 1 July 2011 | 70,059 | (11,441) | 6,524 | 7,158 | 53,109 | 125,409 | |
| Other comprehensive expense for the period | - | (6,081) | (5,113) | - | - | (11,194) | |
| Profit for the period | - | - | - | - | 22,665 | 22,665 | |
| Total comprehensive (expense)/income for | |||||||
| the period | - | (6,081) | (5,113) | - | 22,665 | 11,471 | |
| Issue of shares as part consideration for the | |||||||
| acquisition of Australian Drilling Specialties | 7 | 6,000 | - | - | - | - | 6,000 |
| Share based payments - performance rights | - | - | - | 1,397 | - | 1,397 | |
| Issue of shares under staff option plan | 7 | 1,900 | - | - | - | - | 1,900 |
| Shares purchased on market to satisfy | |||||||
| performance rights | - | - | - | (1,850) | - | (1,850) | |
| Dividend Paid | 8 | - | - | - | - | (5,622) | (5,622) |
| Balance at 31 December 2011 | 77,959 | (17,522) | 1,411 | 6,705 | 70,152 | 138,705 |
The Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Page 10 of 25
IMDEX LIMITED
and its controlled entities
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2011
| Notes Cash Flows From Operating Activities Receipts from customers Payments to suppliers and employees Interest and other costs of finance paid Income tax paid Net cash provided by Operating Activities Cash Flows From Investing Activities Interest received Payment for property, plant and equipment Payment for development costs capitalised Loan advanced to Associate Payment for shares in Australian Drilling Specialties Pty Ltd net of cash acquired 9(a)(ii) Payment for shares in Fluidstar Pty Ltd and Ecospin Pty Ltd net of cash acquired 9(c)(ii) Net cash used in Investing Activities Cash Flows From Financing Activities Cash received on exercise of options Purchase of shares on market to satisfy performance rights Hire purchase and lease payments Proceeds from borrowings Repayment of borrowings Dividend paid 8 Net cash (used in) / provided by Financing Activities Net increase in Cash and Cash Equivalents Held Cash and Cash Equivalents At The Beginning Of The Period 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 Period |
Half Year Ended Half Year Ended 31 Dec 2011 31 Dec 2010 $’000 $’000 151,003 107,536 (116,967) (91,110) (870) (1,388) (15,144) (1,184) |
|---|---|
| 18,022 13,854 |
|
| 58 92 (4,340) (3,673) (595) (232) (1,283) - (7,077) - - (12,395) |
|
| (13,237) (16,208) |
|
| 1,900 830 (1,850) - (345) (725) 37,854 14,250 (34,696) (4,281) (5,622) - |
|
| (2,759) 10,074 |
|
| 2,026 7,720 |
|
| 18,388 9,007 (131) (829) |
|
| 20,283 15,898 |
The Condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Page 11 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
1. Summary of Significant Accounting Policies
Statement of Compliance
The half year report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 “Interim Financial Reporting”. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 “Interim Financial Reporting”. The half year financial report does not include notes of the type normally included in an annual financial report and should be read in conjunction with the most recent annual financial report.
Basis of Preparation
The condensed consolidated financial statements have 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.
This financial report comprises the consolidated financial report of Imdex Limited (“Company”) and the entities it controlled at the end of, or during, the period (together, “the Group”).
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 half year financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.
The accounting policies and methods of computation adopted in the preparation of the half year financial report are consistent with those adopted and disclosed in the Company’s 2011 annual financial report for the financial year ended 30 June 2011, other than as detailed below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.
Adoption of new and revised Accounting Standards
In the current period, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2011.
There are no new and revised Standards and amendments thereof and Interpretations effective for the current reporting period that are relevant to the Group.
The adoption of all the new and revised Standards and Interpretations has not resulted in any changes to the Group’s accounting policies and has no effect on the amounts reported for the current or prior periods. The new and revised Standards and Interpretations has not had a material impact and not resulted in changes to the Group’s presentation of, or disclosure in, its half-year statements.
Page 12 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
2. Other Income and Other Expenses
| 2. Other Income and Other Expenses | |
|---|---|
| Other Income Profit on sale of fixed assets Other income Other Expenses Auditors and accounting fees Commissions Communication Consultancy fees Electricity Freight Foreign exchange (gain) / loss Hire of plant and equipment Insurance Legal and professional fees Other expenses Rent and premises costs Repairs and maintenance Travel and accommodation Vehicle expenses |
Half Year Ended Half Year Ended 31 Dec 2011 31 Dec 2010 $’000 $’000 - 28 49 70 |
| 49 98 |
|
| 575 330 1,824 1,080 620 706 2,055 1,135 262 147 1,501 1,172 (411) 2,512 176 110 445 422 2,697 1,793 4,728 889 2,075 1,453 295 285 2,184 2,154 904 335 |
|
| 19,930 14,523 |
Page 13 of 25
and its controlled entities
IMDEX LIMITED
NOTES TO THE FINANCIAL REPORT
3. Goodwill
| Notes Gross Carrying Amount Balance at beginning of the financial year Recognised on acquisition of Australian Drilling Specialties Pty Ltd (i) Reclassified to Investment in Associate 5 Recognised on acquisition of Fluidstar Pty Ltd and Ecospin Pty Ltd (ii) Recognised on acquisition of AMC Germany GmbH (formerly Mud- Data GmbH) (iii) Reassessment of AMC Germany GmbH (formerly Mud-Data GmbH) (iii) Effect of foreign exchange movements Balance at end of the period Accumulated Impairment Losses Balance at beginning of the financial year Impairment losses for the period Balance at end of the period Net Book Value At the beginning of the financial year At the end of the period Goodwill is allocated to cash-generating units (CGU) as follows: AMC Germany AMC / Fluidstar / Ecospin/ Australian Drilling Specialties Reflex / Imdex Technology UK Flexit / ITG |
31 Dec 2011 30 Jun 2011 $’000 $’000 61,203 53,204 10,513 - (1,355) - - 7,848 - 145 152 - (137) 6 |
|---|---|
| 70,376 61,203 |
|
| (22,498) (22,498) - - |
|
| (22,498) (22,498) |
|
| 38,705 30,706 |
|
| 47,878 38,705 |
|
| 297 145 18,316 7,848 29,265 19,953 - 10,759 |
|
| 47,878 38,705 |
-
(i) Goodwill arose during the period on the acquisition of Australian Drilling Specialties Pty Ltd (ADS) by Imdex Limited effective 1 July 2011 - (Refer note 9(a)). The goodwill of ADS has been absorbed into the AMC CGU and has been assessed for impairment as part of the AMC CGU.
-
(ii) Goodwill arose in the prior period on the acquisition of Fluidstar Pty Ltd (Fluidstar) and Ecospin Pty Ltd (Ecospin) by Imdex Limited effective 1 September 2010 - (Refer note 9(c)). Effective 1 January 2011, the businesses of Fluidstar and Ecospin were transferred into Australian Mud Company Pty Ltd (AMC), an existing legal entity and separate cash generating unit. This transfer occurred to gain synergies since these businesses are similar in nature and have similar customers and end markets. The goodwill of Fluidstar and Ecospin has therefore been absorbed into the AMC CGU and has been assessed for impairment as part of the AMC CGU.
-
(iii) Goodwill arose in the prior period on the acquisition of AMC Germany GmbH (formerly Mud-Data GmbH) (AMC Germany) by Imdex Limited effective 1 March 2011. AMC Germany is considered to be a separate cash generating unit since it operates independently from other Imdex operations in a separate geographical area being the greater European region and in a separate market, being the oil & gas and geothermal markets. A true up of AMC Germany goodwill of $0.2m occurred in the current period.
-
(iv) Goodwill previously recognised in this CGU has been reallocated to the Reflex CGU as the ITS goodwill (Gyrosmart) is now being marketed as the Reflex Gyro for mining.
Page 14 of 25
and its controlled entities NOTES TO THE FINANCIAL REPORT
IMDEX LIMITED
3. Goodwill (continued)
At 31 December 2011 the AMC Germany cash-generating unit (CGU) was identified as requiring a test of impairment of goodwill at the interim balance date, with no write down required. A full review will be performed at 30 June 2012 in accordance with accounting standards.
The key assumptions used in the value in use calculations for AMC Germany are as follows:
| CGU | Forecasted revenue growth | Discount Rate |
Forecasted net margins |
Expected exchange rate fluctuations |
|---|---|---|---|---|
| AMC Germany |
Revenue has been forecast using contracted and committed revenues as a base on which a moderate growth projection has been based. Growth projections have been estimated using European market performance and client feedback as a guide. |
11.15% |
Net margins have been estimated for FY12 on a project by project basis using project costings. Net margins thereafter have been based on economies of scale improvements expected as the business grows. |
Exchange rate fluctuation expectations have been based on FY12 forecasted exchange rates published by major local and international lending institutions. Discounted cash flow outcomes using these rates are not materially different from having used current spot rates. |
Page 15 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
4. Intangibles
| Note Gross Carrying Value Balance at 30 June 2010 Capitalised during the year Impact of exchange rate changes Balance at 30 June 2011 Capitalised during the period Reclassified to Investment in Associate 5 Amounts derecognised (i) Impact of exchange rate changes Balance at 31 December 2011 Accumulated Amortisation and Impairment Balance at 30 June 2010 Amortisation expense Impact of exchange rate changes Balance at 30 June 2011 Amortisation expense / write back Impact of exchange rate changes Balance at 31 December 2011 Net Book Value As at 30 June 2011 As at 31 December 2011 |
Patents Intellectual Property Technology Based Contract Based Customer Based Development Costs Trade Name TOTAL $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 761 1,505 14,080 1,315 10,931 7,401 3,893 39,886 - - - 3,914 - 691 - 4,605 - - - - 14 - 2 16 |
|---|---|
| 761 1,505 14,080 5,229 10,945 8,092 3,895 44,507 - - - - - 595 - 595 - (904) - - - (2,041) - (2,945) - - - (3,914) - - - (3,914) - - - - (34) - (5) (39) |
|
| 761 601 14,080 1,315 10,911 6,646 3,890 38,204 |
|
| 482 376 8,159 1,223 6,678 1,117 2,582 20,617 152 150 2,230 346 1,962 1,245 693 6,778 - - - - (29) - (5) (34) |
|
| 634 526 10,389 1,569 8,611 2,362 3,270 27,361 76 75 1,115 (254) 963 622 343 2,940 - - - - (16) - (2) (18) |
|
| 710 601 11,504 1,315 9,558 2,984 3,611 30,283 |
|
| 127 979 3,691 3,660 2,334 5,730 625 17,146 |
|
| 51 - 2,576 - 1,353 3,662 279 7,921 |
(i) Intangible assets previously provisionally recognised during the 30 June 2011 financial year in connection with the AMC Germany acquisition were reassessed and derecognised during the current period and the associated amortisation reversed.
Page 16 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
5. Investment in Associate
Effective 1 July 2011, Imdex Limited acquired 50% of the issued share capital of DHS Oil Services Limited (DHSO) in exchange for granting an exclusive global licence over its oil and gas surveying instruments and technology. DHSO is registered in the British Virgin Islands and operates an oil and gas services business based in Dubai using the technology licensed to it by Imdex Limited. Imdex Limited accounts for its investment in DHSO as an associate as it is deemed to have a significant influence over but not control of DHSO since it holds 50% of the issued capital but only 2 out of 5 board positions.
| Note Total Assets Total Liabilities Net Assets Share of Net Assets of Associate Total Revenue Total Loss for the Period Share of loss of Associate Loan to Associate (i) Goodwill transferred to Associate (ii) Intangible Assets transferred to Associate (ii) Financial information in respect of the Associate is set out below: |
31 Dec 2011 $’000 20,890 (6,544) |
|---|---|
| 14,346 | |
| 7,173 | |
| 2,628 | |
| (2,476) | |
| (1,238) 1,230 1,355 2,945 |
|
| 4,292 |
(i) Comprises a loan of USD1.25 million advanced to the associate during the period.
(ii) Goodwill and intangible assets transferred to the associate total $4.3 million and comprise the Technology Licence Agreement granted to DHS) - (Refer to notes 3 and 4).
(iii) Subsequent to the half year period, Imdex Limited’s percentage ownership of DHSO decreased from 50% to 30% - (Refer to note 12).
Page 17 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
6. Borrowings
| 6. Borrowings | |
|---|---|
| Notes Current borrowings Secured At amortised cost Club Facility - AUD Tranche (i) Club Facility - USD Tranche (i) Club Facility - CAD Tranche (i) Commerical bill (ii) Bank loan - Sweden (iii) Bank loan - Canada (iv) Hire purchase liabilities (v) Non-current borrowings Secured At amortised cost Club Facility - AUD Tranche (i) Club Facility - USD Tranche (i) Club Facility - CAD Tranche (i) Commerical bill (ii) Hire purchase liabilities (v) |
31 Dec 2011 30 Jun 2011 $’000 $’000 3,000 - 2,339 - 1,931 - - 20,350 474 971 - 6,904 693 720 |
| 8,437 28,945 |
|
| 13,250 - 8,924 - 7,400 - - 5,500 256 574 |
|
| 29,830 6,074 |
(i) On 7 October 2011 a clubbed banking facility involving Westpac Banking Corporation and HSBC was put in place. This facility replaced commercial bills and Canadian bank loans in place at that date. The facility allowed the Imdex Group access to a total facility of $50 million split equally between the two club participants. Westpac Banking Corporation provided AUD denominated borrowings in Australia while HSBC provided CAD and USD denominated borrowings in Chile, South Africa, Canada and Australia. This facility was extended from $50 million to $75 million in the post balance sheet period – (Refer to note 12 for details).
AUD denominated borrowings bear interest at floating rates (currently 7.58% per annum). These borrowings are repayable in equal monthly installments of $0.25 million to 31 October 2014 on which date the balance is payable.
USD denominated borrowings bear interest at floating rates (currently between 2.59% and 4.24% per annum depending on the borrowing country). These borrowings are repayable in equal monthly installments of USD 0.2 million to 31 October 2014 on which date the balance is payable.
CAD denominated borrowings bear interest at floating rates (currently 4.50% per annum). These borrowings are repayable in equal monthly installments of CAD 0.2 million to 31 October 2014 on which date the balance is payable.
The club facility is secured by the assets of entities in Australia, Canada and South Africa. As a condition of the extension of this facility from $50 million to $75 million in the post balance sheet period, assets of the Chilean entities were added to the security pool - (Refer to note 12 for details).
Page 18 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
6. Borrowings (continued)
- (ii) The prior period balance of commercial bills bore interest at a weighted average floating rate of 7.62% per annum. Bills totaling $3.1 million were repayable on demand and bills totaling $14.3 million were due on 30 June 2011. The balance of bills were repayable in 13 installments of $0.75 million each due at the end of each calendar quarter and ending with a final installment of $0.25 million on 30 June 2014. An interest rate cap of 7% per annum was in place over $10,000,000 of this debt until December 2011. The interest rate cap did not operate where the variable interest rate on bills is below 7%. These commercial bills were repaid in full in October 2011 when the clubbed banking facility per note (i) above came into operation.
These commercial bills were previously 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, Wildcat Chemicals Australia Pty Ltd, Flexit Australia Pty Ltd, Imdex Sweden AB, Imdex Technology Sweden AB (formerly Flexit AB), Reflex Instruments AB, Fluidstar Pty Ltd, Ecospin Pty Ltd, AMC North America Ltd (formerly Poly-Drill Drilling Systems Ltd), Drillhole Surveying Instruments (Pty) Ltd and Samchem Drilling Fluids and Chemicals (Pty) Ltd.
-
(iii) Comprises of a loan of SEK 3.3 million and bears interest at the 7 day Stockholm Interbank Offered Rate ('STIBOR'), currently 2.08% plus a margin of 3.5% per annum. The loan is repayable in 2 quarterly installments of SEK 1.65 million each with the next installment due on 31 March 2012. This loan is secured over the assets of the Reflex and Flexit companies that are domiciled in Sweden.
-
(iv) The prior period balance comprised a loan of CAD 8.8 million at the Canadian Prime Interest Rate (3.0% at 30 June 2011) plus a margin of 1.5%. This loan was repayable in 3 quarterly installments of CAD 0.4 million each, 47 monthly installments of CAD 0.06 million due on the first day of each month and 58 monthly installments of CAD 0.08 million also due on the first day of each month. In the prior period the loan was disclosed as a current liability since the bank retained the option to have these loans repaid on demand. This loan was secured by a Standby Letter of Credit issued by Westpac Banking Corporation in Australia for which a service fee of 2.25% per annum is charged. These borrowings were repaid in full in October 2011 when the clubbed banking facility per note (i) above came into operation.
-
(v) 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 the hire purchase pledged as security. The weighted average interest rate applicable to these liabilities is 9.52% (30 June 2011: 9.53%).
Page 19 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
7. Issued Capital
| Notes Issued and Paid Up Capital - Fully paid ordinary shares (i) |
31 Dec 2011 30 Jun 2011 $’000 $’000 77,959 70,059 |
|---|---|
| Notes Number $'000 Ordinary shares Balance at beginning of the period 199,699,165 70,059 Issue of shares as part consideration for the acquisition of Australian Drilling Specialties Pty Ltd 9(a) 3,206,770 6,000 Issue of shares under Staff Option Plan 2,149,501 1,900 31 Dec 2011 |
Number $'000 195,047,128 67,415 - - 4,652,037 2,644 30 Jun 2011 |
| Closingbalance at end of theperiod 205,055,436 77,959 |
199,699,165 70,059 |
| (i)Fully paid ordinaryshares carryone voteper share and the right to dividends. |
8. Dividends
| 8. Dividends |
|||||
|---|---|---|---|---|---|
| Half Year | Ended | Half Year | Ended | ||
| 31 Dec | 2011 | 31 Dec | 2010 | ||
| Notes | Cents per | Total | Cents per | Total | |
| share | $’000 | share | $’000 | ||
| Recognised amounts | |||||
| Fully paid ordinary shares - final dividend franked to 30% | (i) | 2.75 | 5,622 | - | - |
| Unrecognised amounts | |||||
| Fully paid ordinary shares - interim dividend franked to 30% | (ii) | 3.25 | 6,664 | 1.75 | 3,455 |
(i) The FY11 final fully franked dividend was declared on 12 August 2011 with a record date of 7 October 2011 and a payment date of 21 October 2011.
(ii) The FY12 interim fully franked dividend was declared on 17 February 2012 with a record date of 9 March 2012. The financial effect of the dividend has not been recognised in the financial statements at 31 December 2011.
| Adjusted franking account balance Impact on franking account of dividends not recognised |
31 Dec 2011 $’000 28,384 $’000 41,672 31 Dec 2010 Half Year Ended Half Year Ended |
|---|---|
| 2,856 1,481 |
Page 20 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
9. Acquisitions
(a) Acquisition of entity - Australian Drilling Specialties Pty Ltd
With effect from 1 July 2011, Imdex Limited acquired 100% of the issued share capital of Australian Drilling Specialties Pty Ltd (ADS), incorporated in Australia and operating out of premises located in Western Australia. ADS is a drilling fluids and chemical manufacturer that owns the formulations and intellectual property for the products it manufactures. The provisional numbers presented below have been accounted for using the acquisition method of accounting.
| Details of the assets, liabilities and goodwill: | Book value | Fair value | Fair value on | ||
|---|---|---|---|---|---|
| adjustments | acquisition | ||||
| Notes | $’000 | $’000 | $’000 | ||
| Trade and other receivables | 2,408 | - | 2,408 | ||
| Inventory | 352 | - | 352 | ||
| Property, plant and equipment | 778 | - | 778 | ||
| Trade and other payables | (901) | - | (901) | ||
| Provisions | (73) | - | (73) | ||
| Fair value of net identifiable assets acquired | 2,564 | - | 2,564 | ||
| Goodwill on acquisition | (i) | 10,513 | |||
| Total purchase consideration | 13,077 | ||||
| Total purchase consideration comprises | |||||
| Consideration in cash and cash equivalents | (ii) | 6,000 | |||
| Overdraft acquired | (ii) | 1,077 | |||
| Issue of ordinary shares | 7 | 6,000 | |||
| 13,077 |
| Results since | Results since | |
|---|---|---|
| acquisition | ||
| $’000 | ||
| Operating results of ADS included in the Consolidated Income Statement of Imdex Limited from acquisition on 1 July 2011 to | ||
| 31 December 2011: | ||
| Revenue | 6,307 | |
| Total expenses | (4,925) | |
| Profit after tax for the period | 1,382 |
(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire ADS. 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 ADS. 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 half year ended 31 December 2011 records the payment for the acquisition of ADS as $7.1 million being the cash purchase consideration of $6.0 million shown above plus $1.1 million overdraft acquired.
(iii) In addition to the above purchase consideration, $0.1 million of direct costs were incurred. These costs comprised primarily of legal costs and were expensed as incurred.
Page 21 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
9. Acquisitions (continued)
(b) Acquisition of entity - AMC Germany GmbH (formerly Mud-Data GmbH)
With effect from 1 March 2011, Imdex Limited, acquired 100% of the issued share capital of Mud-Data GmbH, a company incorporated in Germany and operating out of premises in Rastede. This entity was subsequently renamed AMC Germany GmbH (AMC Germany). AMC Germany own 100% of the issued share capital of Mud-Data-Rom SRL, an entity incorporated in Romania. AMC Germany manufactures and distributes drilling fluids and solids control equipment for the oil & gas and geothermal industries in Europe. 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 |
Fair value on | ||
|---|---|---|---|---|---|
| adjustments | acquisition | ||||
| Notes | $’000 | $’000 | $’000 | ||
| Trade and other receivables | 985 |
- | 985 | ||
| Inventory | 231 |
- | 231 | ||
| Property, plant and equipment | 1,080 |
- | 1,080 | ||
| Intangibles | (i) | - |
- | - | |
| Trade and other payables | (1,078) |
- | (1,078) | ||
| Deferred tax | (i) | - |
- | - | |
| Fair value of net identifiable assets acquired | 1,218 |
- | 1,218 | ||
| Goodwill on acquisition | (i), (ii) | 297 | |||
| Total purchase consideration | 1,515 | ||||
| Total purchase consideration comprises | |||||
| Consideration in cash and cash equivalents | 1,601 | ||||
| Less: Cash and cash equivalents acquired | (86) | ||||
| (iii) | 1,515 | ||||
| Results since | |||||
| acquisition | |||||
| $’000 | |||||
| Operating results of AMC Germany included in the Consolidated Income Statement of Imdex Limited from | acquisition on 1 | ||||
| March 2011 to 30 June 2011: | |||||
| Revenue | 1,143 | ||||
| Total expenses | (1,593) | ||||
| Profit after tax for the period | (450) |
(i) The provisional accounting for this acquisition shown at 30 June 2011 included intangibles assets of $3.9 million and related deferred tax of $1.2 million, being the fair value of a key geothermal contract. Since 30 June 2011 the purchase agreement was renegotiated with deferred consideration hurdles relating to this contract being removed and the value of this contract being reassessed. As a consequence the intangible asset, deferred tax and deferred consideration have all been derecognised in the current period. In addition the fair value of net assets acquired was adjusted by $0.2 million causing an equivalent change to the value of goodwill recognised.
(ii) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire AMC Germany. 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 AMC Germany. 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 2011 records the payment for the acquisition of AMC Germany as $1.5 million being the cash consideration above of $1.6 million less $0.1 million of cash acquired .
(iv) In addition to the above purchase consideration, $0.6 million of direct costs were incurred. These costs comprised primarily of legal costs and were expensed as incurred.
Page 22 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
9. Acquisitions (continued)
(c) Acquisition of entity - Fluidstar Pty Ltd and Ecospin Pty Ltd
With effect from 1 September 2010, Imdex Limited, acquired 100% of the issued share capital of Fluidstar Pty Ltd (Fluidstar) and Ecospin Pty Ltd (Ecospin). Both companies are incorporated in Australia and operate out of premises located in Brisbane. Fluidstar manufactures and distributes drilling fluids throughout the Asia Pacific region with a strong presence in the Queensland market. Ecospin develops and sell solids control solutions for the drilling industry. Both companies focus predominately on the mineral drilling industry. The provisional numbers presented below have been accounted for using the acquisition method of accounting.
| Details of the assets, liabilities and goodwill: | Book value | Fair value | Fair value on | ||
|---|---|---|---|---|---|
| adjustments | acquisition | ||||
| Notes | $’000 | $’000 | $’000 | ||
| Trade and other receivables | 3,357 | - | 3,357 | ||
| Inventory | 2,970 | - | 2,970 | ||
| Property, plant and equipment | 434 | - | 434 | ||
| Trade and other payables | (2,381) | - | (2,381) | ||
| Fair value of net identifiable assets acquired | 4,380 | - | 4,380 | ||
| Goodwill on acquisition | (i) | 7,848 | |||
| Total purchase consideration | 12,228 | ||||
| Total purchase consideration comprises | |||||
| Consideration in cash and cash equivalents | 12,395 | ||||
| Less: Cash and cash equivalents acquired | (167) | ||||
| (ii) | 12,228 |
Results since acquisition $’000
Operating results of Fluidstar / Ecospin included in the Consolidated Income Statement of Imdex Limited from acquisition on 1 September 2010 to 31 December 2010:
| Revenue | 6,279 |
|---|---|
| Total expenses | (5,503) |
| Profit after tax for the period | 1,112 |
(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire Fluidstar and Ecospin. 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 Fluidstar and Ecospin. 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 half year ended 31 December 2010 records the payment for the acquisition of Fluidstar and Ecospin as $12.4 million being the total purchase consideration of $12.2 million shown above plus $0.2 million of on-costs expensed during the period less $0.2 million of cash acquired.
Page 23 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
10. Segment Information
During the prior period the Imdex Group changed the way businesses are managed and reported. As a consequence the Reportable Segments are now “Minerals” and “Oil & Gas”.
Information regarding these segments is presented below.
(a) Segment Revenues
| ents is presented below. | ents is presented below. | |
|---|---|---|
| Minerals Oil & Gas Total of all segments Eliminations Interest income (b) Segment Profit / (Loss) Minerals Oil & Gas (i) Total of all segments Central administration costs (ii) Profit before income tax expens Income tax expense Profit attributable to ordinary Total revenue |
Half Year 31 Dec 11 Half Year 31 Dec 10 $'000 $'000 124,012 81,534 14,504 14,363 External revenue |
Half Year 31 Dec 11 Half Year 31 Dec 10 $'000 $'000 124,012 81,534 14,504 14,363 Total |
| 138,516 95,897 |
138,516 95,897 |
|
| e equity holders of Imdex |
- - 58 92 |
|
| 138,574 95,989 |
||
| 41,126 19,694 (3,923) (600) |
||
| 37,203 19,094 (2,572) (2,665) |
||
| 34,631 16,429 (11,966) (4,349) |
||
| 22,665 12,080 |
- (i) Includes the share of loss of Associate
(ii) Central administration costs comprise net financing costs for the Group and the corporate portion of head office costs. Head office costs attributable to operations are allocated to reportable segments in proportion to the revenues earned from those segments.
Segment profit represents the profit earned by each segment without allocation of central administration costs, directors’ salaries, net finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.
| (c) Segment Assets Minerals Oil & Gas Total of all segments Consolidated Unallocated (i) |
31 Dec 11 30 Jun 11 $'000 $'000 214,405 176,688 18,274 26,305 Assets |
|---|---|
| 232,679 202,993 8,817 16,122 |
|
| 241,496 219,115 |
- (i) Unallocated assets comprise the investment in Sino Gas & Energy Holdings Ltd.
Page 24 of 25
IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT
11. Contingent Liabilities and Contingent Assets
There are no contingent assets or liabilities at the current or prior balance dates.
12. Subsequent Events
On 23 January 2012 Imdex Limited announced that effective 1 January 2012 DHS Oil Services Limited (DHSO), Imdex Limited’s 50% held associate, purchased the business of Vaughn Energy Services (VES), a US based oil & gas services provider, for US$100 million. To fund the purchase DHSO will increase its share capital. On 19 January 2012 Imdex Limited raised additional debt of $25 million from its banking club and will apply approximately $20 million of this debt to purchase additional shares in DHS Oil Services Limited (DHSO). Following this transaction Imdex Limited’s shareholding in DHSO will decrease from 50% to 30%. As the accounting for this transaction is still being finalised additional disclosures regarding this matter are impractical.
Subsequent to half year end the Directors declared a 3.25 cent per share fully franked interim dividend with a record date of 9 March 2012 and a payment date of 23 March 2012. The effect of this dividend has not been reflected in this financial report.
Page 25 of 25