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IMDEX LIMITED Interim / Quarterly Report 2013

Feb 17, 2013

65119_rns_2013-02-17_527deeb4-6626-4c45-ab48-851b4f305dff.pdf

Interim / Quarterly Report

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8 Pitino Court, Osborne Park Western Australia 6017

PO Box 1262, Osborne Park Western Australia 6916

Tel: +61 (0) 8 9445 4010 Fax: +61 (0) 8 9445 4055 [email protected] www.imdexlimited.com ABN 78 008 947 813

18 February 2013

ASX Limited Company Announcements Office Exchange Centre 20 Bridge Street SYDNEY NSW 2001

BY ELECTRONIC LODGEMENT

Dear Sirs

ASX APPENDIX 4D AND INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2012.

Please find attached Imdex Limite d ’s Appendix 4D and Interim Financial Report f or the Half Year Ended 31 December 2012, inclusiv e of the Auditors Review Report and Independ e nce declaration.

Yours faithfully Imdex Limited

Paul Evans

Company Secretary

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Providing innovative drilling fluids and adv a nced down hole instrumentation worldwide.

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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 2012

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 2012 Previous Corresponding Reporting Period: 31 December 2011 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 2012. 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).

and its controlled entities

IMDEX LIMITED

APPENDIX 4D HALF YEAR REPORT 31 DECEMBER 2012

Consolidated

**Half Year Ended ** Half Year Ended
% Change 31 Dec 2012 31 Dec 2011
**Notes ** up / (down) $ 000's $ 000's
Revenue from ordinary activities (i),(iv) (8%) 127,612 138,574
Profit from ordinary activities after tax attributable to members (i),(iv) (27%) 16,573 22,665
Net profit for the period attributable to members (i),(iv) (27%) 16,573 22,665
Interim dividend (cents per share) (ii) 2.50 3.25
Final dividend (cents per share) (iii) 4.00 2.75
Net tangible assets per ordinary security (cents) (iv) 56.40 40.43

(i) The announcement made to ASX on 18 February 2013 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 2012.

(ii) TheFY13interimfully franked dividendwas declared on 15 February 2013with arecord dateof 8March2013and apayment date of 22 March 2013. There are no dividend reinvestment plans in operation.

(iii)The FY12 final fully franked dividend was declared on17 August 2012 with a record dateof 12October 2012 and apayment date of 26 October 2012.

(iv) Includes the results of ioGlobal Pty Ltd and ioAnalytics Pty Ltd (ioGlobal) acquired 1 November 2012 - (Refer to note 9(a)).

and its controlled entities

IMDEX LIMITED

DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2012

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 2012. 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 2012 31 Dec 2011
$’000 $’000
Total Revenue 127,612 138,574
Profit after tax for the halfyear 16,573 22,665
Basic earnings per share - continuing operations 7.93 ¢ 11.14 ¢

The Consolidated Entity’s profit after tax was $16.6 million for the half year ended 31 December 2012 (prior period: $22.7 million). The result was achieved on total revenue of $127.6 million (prior period: $138.6 million).

Earnings per share from total operations was 7.93 cents per share (prior period: 11.14 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 18 February 2013 by the Chairman of Imdex Limited regarding the Group’s financial results and operating performance for the half year ended 31 December 2012.

Page 1 of 22

IMDEX LIMITED

and its controlled entities

DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 31 DECEM B ER 2012

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, 15 February 2013

Ross Kelly AM Chairman

Page 2 of 22

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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

The Board of Directors Imdex Limited 8 Pitino Court Osborne Park WA 6017

DX 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au

15 February 2013

Dear Directors

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 review partner for the audit of the financial statements of Imdex Limited for the half year ended 31 December 2012, 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

DELOITTE TOUCHE TOHMATSU

AT Richards Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited

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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

Independent Auditor’s Review Report to the members of Imdex Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Imdex Limited, which comprises the condensed statement of financial position as at 31 December 2012, and the condensed consolidated statement of comprehensive income, the condensed consolidated statement of cash flows and the condensed consolidated 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-year or from time to time during the half-year as set out on pages 6 to 22

Directors’ Responsibility for the Half-Year Financial Report

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

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2012 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Imdex Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited

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

Auditor’s Independence Declaration

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to 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 aware 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 true and fair view of the consolidated entity’s financial position as at 31 December 2012 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 .

DELOITTE TOUCHE TOHMATSU

AT Richards Partner Chartered Accountants Perth, 15 February 2013

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, 15 February 2013

Ross Kelly AM Chairman

Page 6 of 22

and its controlled entities

IMDEX LIMITED

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 31 DECEMBER 2012

Notes
Continuing operations
Revenue from sale of goods and operating lease rental
Other revenue from operations
Total revenue
Other income
2
Raw materials and consumables used
Employee benefit expense
Depreciation expense
Amortisation expense
Finance costs
Share of profit/(loss) of associate
5
Other expenses
2
Profit before tax
Income tax expense
Profit for the period
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Fair value adjustment on investment in Sino Gas and Energy Holdings Ltd (SEH)
Exchange differences arising on the translation of foreign operations
Income tax relating to items that may be reclassified subsequently
Other comprehensive income for the period, net of income tax
Total comprehensive income for the period
Profit attributable to:
Owners of the parent
Non-controlling interests
Total comprehensive income 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 2012
31 Dec 2011
$’000
$’000
127,583
138,516
29
58
127,612
138,574
83
49
(53,789)
(54,112)
(26,417)
(21,729)
(3,447)
(3,274)
(1,510)
(2,940)
(1,849)
(769)
1,389
(1,238)
(19,209)
(19,930)
22,863
34,631
(6,290)
(11,966)
16,573
22,665
11,337
(7,304)
(1,999)
(6,081)
(3,401)
2,191
5,937
(11,194)
22,510
11,471
16,573
22,665
-
-
22,510
11,471
-
-
7.93
11.14
7.79
10.86

The Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

Page 7 of 22

IMDEX LIMITED

and its controlled entities

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2012

Note s
Curre nt Asse ts
Cash and Cash Equivalents
Trade and Other Receivables
Inventories
Other
Tota l Curre nt Asse ts
Non Curre nt Asse ts
Property, Plant and Equipm ent
Deferred Tax Assets
Goodwill
3
Other Intangible Assets
4
Investm ents in Associates
5
Other Financial Assets
Tota l Non Curre nt Asse ts
Tota l Asse ts
Curre nt Lia bilitie s
Trade and Other Payables
Borrowings
6
Current Tax Liabilities
Provisions
Tota l Curre nt Lia bilitie s
Non Curre nt Lia bilitie s
Borrowings
6
Provisions
Tota l Non Curre nt Lia bilitie s
Tota l Lia bilitie s
Ne t Asse ts
Equity
Issued Capital
7
Shares Reserved for Perform ance Rights Plan
7
Foreign Currency Translation Reserve
Investm ent Revaluation Reserve
Em ployee Equity-Settled Benefits Reserve
M andatory Issuable Capital
Retained Earnings
Tota l Equity
31 De c 2012
30 Jun 2012
$’000
$’000
10,048
11,232
51,758
59,689
49,550
52,106
8,460
11,295
119,816
134,322
34,057
19,730
11,334
13,700
61,016
54,577
6,997
6,556
25,644
24,255
32,748
21,412
171,796
140,230
291,612
274,552
32,410
33,349
17,360
12,880
1,466
9,547
3,335
2,896
54,571
58,672
48,882
46,549
1,442
1,265
50,324
47,814
104,895
106,486
186,717
168,066
89,269
86,069
(1,117)
(3,740)
(19,702)
(17,703)
18,163
10,227
6,136
6,385
990
990
92,978
85,838
186,717
168,066

The Condensed Consolidated Statem ent of Financial Position should b e read in conjunction with the accom panying notes.

Page 8 of 22

IMDEX LIMITED

and its controlled entities

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2012

Fully Paid Shares Foreign Investment Employee Mandatory Retained Total
Ordinary reserved for Currency Revaluation Equity-Settled Issuable Earnings Attributable to
Shares Performance Translation Reserve Benefits Capital Equity Holders
Rights Plan Reserve Reserve of the Parent
Notes $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Balance at 1 July 2011 70,059 - (11,441) 6,524 7,158 - 53,109 125,409
Exchange differences on translation of
foreign operations after taxation - - (6,081) - - - - (6,081)
Fair value adjustment on available for sale
financial instrument net of taxation - - - (5,113) - - - (5,113)
Profit for the period - - - - - - 22,665 22,665
Total comprehensive 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
Shares purchased on market to satisfy
performance rights - - - - (1,850) - - (1,850)
Issue of shares under staff option plan 1,900 - - - - - - 1,900
Dividend Paid 8 - - - - - - (5,622) (5,622)
Balance at 31 December 2011 77,959 - (17,522) 1,411 6,705 - 70,152 138,705
Balance at 1 July 2012 86,069 (3,740) (17,703) 10,227 6,385 990 85,838 168,066
Exchange differences on translation of
foreign operations after taxation - - (1,999) - - - - (1,999)
Fair value adjustment on available for sale
financial instrument net of taxation - - - 7,936 - - - 7,936
Profit for the period - - - - - - 16,573 16,573
Total comprehensive (expense)/income for
the period - - (1,999) 7,936 - - 16,573 22,510
Issue of shares as part consideration for the
acquisition of ioGlobal 7 3,200 - - - - - - 3,200
Share based payments - performance rights - - - - 1,270 - - 1,270
Granting/settlement of performance rights - 2,623 - - (1,519) - (1,104) -
Dividend Paid 8 - - - - - - (8,329) (8,329)
Balance at 31 December 2012 89,269 (1,117) (19,702) 18,163 6,136 990 92,978 186,717

The Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Page 9 of 22

IMDEX LIMITED

and its controlled entities

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2012

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
4
Investment in Associate
Payment for shares in ioGlobal net of cash acquired
9(a)(ii)
Payment for shares in Australian Drilling Specialties Pty Ltd net of
cash acquired
9(b)(ii)
Net cash used in Investing Activities
Cash Flows From Financing Activities
Cash received on exercise of options
Shares purchased on market to satisfy performance rights
Hire purchase and lease payments
Proceeds from borrowings
Repayment of borrowings
Dividend paid to owners of the Company
8
Net cash used in Financing Activities
Net (decrease)/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 2012
31 Dec 2011
$’000
$’000
148,755
151,003
(110,985)
(116,967)
(1,849)
(870)
(14,214)
(15,144)
21,707
18,022
29
58
(17,191)
(4,340)
(758)
(595)
-
(1,283)
(3,874)
-
-
(7,077)
(21,794)
(13,237)
-
1,900
-
(1,850)
(290)
(345)
13,924
37,854
(6,146)
(34,696)
(8,329)
(5,622)
(841)
(2,759)
(928)
2,026
11,232
18,388
(256)
(131)
10,048
20,283

The Condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Page 10 of 22

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 2012 annual financial report for the financial year ended 30 June 2012, 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

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 their operations and effective for the current half-year.

New and revised Standards and amendments thereof and interpretations effective for the current half-year that are relevant to the Group include:

  • Amendments to AASB 1, 5, 7, 101, 112, 120, 121, 132, 133 and 134 as a consequence of AASB 2011-9 ‘Amendments to Australian Accounting Standards – Presentation of Items of Other Comprehensive Income’.

The adoption of new and revised Standards and Interpretations has not affected the amounts reported for the current or prior year. However the application of AASB 2011-9 has resulted in a change to the Group’s presentation of, or disclosure in, its half year report.

Page 11 of 22

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
Other income
Other Expenses
Auditors and other accounting fees
Commissions
Communication
Consultancy fees
Electricity
Freight
Foreign exchange gain
Hire of plant and equipment
Insurance
Legal and professional fees
Rent and premises costs
Repairs and maintenance
Travel and accommodation
Vehicle expenses
Other expenses
Half Year Ended
Half Year Ended
31 Dec 2012
31 Dec 2011
$’000
$’000
83
49
1,017
575
1,302
1,824
801
620
1,119
2,055
227
262
1,156
1,501
(292)
(411)
271
176
698
445
2,834
2,697
2,531
2,075
363
295
2,672
2,184
1,226
904
3,284
4,728
19,209
19,930

Page 12 of 22

IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT

3. Goodwill

3.
Goodwill
N o te s
G ro ss C a rryin g Am o u n t
B alanc e at beginning of the financ ial y ear
R ec ognis ed on ac quis ition of ioG lobal P ty Ltd and ioA naly tic s P ty
Ltd (ioG lobal)
(i)
R ec ognis ed on ac quis ition of A us tralian D rilling S pec ialties P ty Ltd
(ii)
R ec ognis ed on ac quis ition of S y s tem M ud Indus tria e C om erc io Ltda
(S y s tem M ud)
(iii)
R ec las s ified to Inves tm ent in A s s oc iate
R eas s es s m ent of A M C G erm any G m bH
(iv)
E ffec t of foreign ex c hange m ovem ents
B alanc e at end of the period
A ccu m u la te d Im p a irm e n t L o sse s
B alanc e at beginning of the financ ial y ear
Im pairm ent los s es for the period
B alanc e at end of the period
N e t Bo o k V a lu e
A t the beginning of the financ ial y ear
A t the end of the period
G o o d w ill is a llo ca te d to ca sh -g e n e ra tin g u n its (C G U ) a s fo llo w s:
R eflex /Im dex Tec hnology UK
A M C /A D S /F luids tar/E c os pin
(ii)
S y s tem M ud
(iii)
ioG lobal
(i)
A M C G erm any
(iv)
31 D e c 2012
30 Ju n 2012
$’000
$’000
77,075
61,203
6,357
-
-
10,513
-
6,808
-
(1,416)
-
152
82
(185)
83,514
77,075
(22,498)
(22,498)
-
-
(22,498)
(22,498)
54,577
38,705
61,016
54,577
29,194
29,112
18,360
18,360
6,808
6,808
6,357
-
297
297
61,016
54,577

(i) Goodwill arose during the period on the acquisition of ioGlobal by Imdex Limited effective 1 November 2012 - (Refer note 9(a)). The goodwill of ioGlobal is considered to be a separate cash generating unit since it operates independently from other Imdex operations providing innovative cloud-based data management solutions for the mining and mineral exploration industries.

(ii) Goodwill arose in the prior period on the acquisition of Australian Drilling Specialties Pty Ltd (ADS) by Imdex Limited effective 1 July 2011 - (Refer note 9(b)). The goodwill of ADS has been absorbed into the AMC/ADS/Fluidstar/Ecospin CGU and has been assessed for impairment as part of that CGU.

(iii) Goodwill arose in the prior year on the acquisition of System Mud Industria e Comercio Ltda (System Mud) by Imdex Limited. System Mud is considered to be a separate cash generating unit since it operates independently from other Imdex operations in a separate geographical area being the Latin America region concentrating on the supply of drilling fluids and chemical supplies.

(iv) A true up of AMC Germany (AMC Germany GmbH) goodwill of $0.2m occurred in the prior period on finalisation of the acquisition accounting. 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.

Page 13 of 22

IMDEX LIMITED

and its controlled entities NOTES TO THE FINANCIAL REPORT

4. Intangibles

Notes
Gross Carrying Value
Balance at 30 June 2011
Capitalised during the year
Reclassified to Investment in
Associate
Amounts derecognised
(i)
Impact of exchange rate changes
Balance at 30 June 2012
Capitalised during the period
Recognition on acquisition of
ioGlobal
9(a)
Impact of exchange rate changes
Balance at 31 December 2012
Accumulated Amortisation and
Impairment
Balance at 30 June 2011
Amortisation expense/(writeback)
Impact of exchange rate changes
Balance at 30 June 2012
Amortisation expense
Impact of exchange rate changes
Balance at 31 December 2012
Net Book Value
As at 30 June 2012
As at 31 December 2012
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
5,229
10,945
8,092
3,895
44,507
-
-
-
943
-
1,254
-
2,197
-
(904)
-
-
-
(1,980)
-
(2,884)
-
-
-
(3,914)
-
-
-
(3,914)
-
-
-
-
(52)
-
(8)
(60)
761
601
14,080
2,258
10,893
7,366
3,887
39,846
-
-
-
-
-
758
-
758
-
1,300
-
-
-
-
-
1,300
-
-
-
-
-
(126)
-
(126)
761
1,901
14,080
2,258
10,893
7,998
3,887
41,778
634
526
10,389
1,569
8,611
2,362
3,270
27,361
127
75
2,102
(254)
1,901
1,403
603
5,957
-
-
-
-
(24)
-
(4)
(28)
761
601
12,491
1,315
10,488
3,765
3,869
33,290
-
43
733
-
405
311
18
1,510
-
-
-
-
-
(19)
-
(19)
761
644
13,224
1,315
10,893
4,057
3,887
34,781
-
-
1,589
943
405
3,601
18
6,556
-
1,257
856
943
-
3,941
-
6,997

(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 prior period and the associated amortisation reversed.

Page 14 of 22

IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT

5. Investment in Associate

On 1 July 2011, Imdex Limited acquired 50% of the issued share capital of DHS Services (DHS) in exchange for granting an exclusive global licence over its oil and gas surveying instruments and technology. DHS 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 accounted for its investment in DHS as an associate as it was deemed to have a significant influence over but not control of DHS since it held 50% of the issued capital but only 2 out of 5 board positions.

Effective 1 January 2012, DHS shares were rolled over into a newly created entity, DHS Energy Services (DHSES). On 23 January 2012 Imdex Limited announced that, effective 1 January 2012, DHSES purchased the business of Vaughn Energy Services (VES), a US based oil & gas services provider, for US$100 million. To fund the purchase DHSES increased its share capital. On 19 January 2012 Imdex Limited raised additional debt of $25 million from its banking club facility and applied approximately USD$22.5 million of this debt to purchase additional shares in DHSES. Following this transaction Imdex Limited’s shareholding in DHSES decreased from 50% to 30%. The numbers presented below in relation to the acquisition of VES have been accounted for using the acquisition method of accounting and as at 31 December 2012 the acquisition accounting remains provisional, pending finalisation of a detailed valuation report. Accordingly certain assumptions have been made in recording Imdex's share of DHSES's result.

ervices (DHS) in exchange for granting an
S is registered in the British Virgin Islands
y licensed to it by Imdex Limited. Imdex
a significant influence over but not control
, DHS Energy Services (DHSES).
On 23
urchased the business of Vaughn Energy
the purchase DHSES increased its share
from its banking club facility and applied
Following this transaction Imdex Limited’s
in relation to the acquisition of VES have
er 2012 the acquisition accounting remains
ssumptions have been made in recording
Notes
Total Revenue
(iii)
Total Loss for the Period
(ii),(iii)
Total Assets
Total Liabilities
Net Assets
Share of Net Assets of Associate
Cumulative share of loss of Associate
(iv)
Cost of Investment in Associate
(i)
Financial information in respect of the Associate is set out
below :
The Investment in Associate comprises the following:
Half Year Ended
31 Dec 2012
Half Year Ended 31
Dec 2011
$’000
$’000
26,604
2,628
(5,801)
(2,476)
31 Dec 2012
30 Jun 2012
$’000
$’000
148,760
139,961
(38,376)
(20,125)
110,384
119,836
33,115
35,951
(71)
(1,460)
25,715
25,715
25,644
24,255

(i) Cost of investment in associate comprises goodwill and intangible assets transferred to the associate in the prior period totalling $4.3 and $21.4 million of cash paid.

(ii) Includes $6.0 million of amortisation on intangibles expected to arise on the acquisition of VES effective 1 January 2012. This amount is an estimate only and will be trued up once the audit of this transaction is complete.

(iii) The prior period comparative numbers disclosed relate to the financial information for the DHS only, prior to the creation of DHSES and the acquisition of VES.

  • (iv) Imdex’s cumulative share of losses includes the effect of adjustments to eliminate unrealised intercompany profits, align the accounting policies of the associate to those of the Group and to reflect the accounting entries related to the acquisition by DHSES of VES.

Page 15 of 22

and its controlled entities

IMDEX LIMITED

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)
Hire purchase liabilities
(ii)
Non-current borrowings
Secured
At amortised cost
Club Facility - AUD Tranche
(i)
Club Facility - USD Tranche
(i)
Club Facility - CAD Tranche
(i)
Hire purchase liabilities
(ii)
31 Dec 2012
30 Jun 2012
$’000
$’000
10,380
5,580
4,726
4,961
1,930
1,943
324
396
17,360
12,880
20,555
22,595
22,600
17,406
5,467
6,478
260
70
48,882
46,549
  • (i) On 7 October 2011 a clubbed banking facility with Westpac Banking Corporation and HSBC was put in place. This facility replaced commercial bills and Canadian bank loans in existence at that date. At inception this facility allowed the Imdex Group access debt 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 on 19 January 2012 and on 21 September 2012 Westpac Banking Corporation provided an additional capex facility of USD20 million to allow for Imdex’s expansion into the solids removal market.

As at 31 December 2012:

  • AUD denominated borrowings bear interest at floating rates (currently 5.61% per annum). A total of $4.8 million of which was repayable on 31 March 2013 with the balance being repayable in equal monthly installments of $0.5 million to 31 October 2014 on which date the remainder is repayable.

  • USD denominated borrowings bear interest at floating rates (currently between 2.70% and 4.06% per annum depending on the borrowing country). Included in these borrowings are USD8.8 million drawn under the Westpac Banking Corporation capex facility. This capex facility, originally approved at USD20 million, stepped down in limit by USD1 million on 31 December 2012 and then steps down in limit by USD2 million at the end of each calendar quarter thereafter until 31 October 2014 when the balance of the facility is repayable. Repayments are required on this capex facility to keep borrowing levels below the quarterly reducing limit. No such repayments are expected to be made in the next 12 months. The balance of USD borrowings are repayable in equal monthly installments of USD 0.4 million to 31 October 2014 on which date the balance is repayable.

  • 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 repayable.

The club facility is secured by the assets of entities in Australia, Canada, Chile and South Africa.

  • (ii) 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 7.47% (30 June 2012: 9.67%).

Page 16 of 22

and its controlled entities NOTES TO THE FINANCIAL REPORT

IMDEX LIMITED

7. Issued Capital and Shares reserved for Performance Rights Plan

Notes
Issued and Paid Up Capital - Fully paid ordinary shares
(i)
31 Dec 2012 30 Jun 2012
$’000
$’000
89,269
86,069
Notes
Number
$'000
Ordinary shares
Balance at beginning of the period
208,235,426
86,069
Issue of shares as part consideration for the acquisition
of ioGlobal Pty Ltd and ioAnalytics Pty Ltd
9(a)
2,237,762
3,200
Issue of shares as part consideration for the acquisition
of Australian Drilling Specialties Pty Ltd
9(b)
-
-
Issue of shares as part consideration for the acquisition
of System Mud Industria e Comercio Ltda
-
-
Issue of shares as part consideration for the acquisition
of Mud Systems Pte Ltd
-
-
Issue of shares under Staff Option Plan
-
-
31 Dec 2012
Number
$'000
199,699,165
70,059
-
-
3,206,770
6,000
1,306,324
3,840
500,000
1,200
3,523,167
4,970
30 Jun 2012
Closingbalance at end of theperiod
210,473,188
89,269
208,235,426
86,069
(i) Fully paid ordinary shares carry one vote per share and the right to dividends.
(ii) Shares issued in satisfaction of Performance Rights
No shares were issued in the current or prior years in satisfaction of performance rights. Performance rights obligations were settled by
the purchase of existing shares on market.
31 Dec 2012 30 Jun 2012
$’000
$’000
Shares reserved for Performance Rights Plan
Balance at beginning of the period
(3,740)
-
Allocation/(purchase) of shares
2,623
(3,740)
Balance at the end of the period
(1,117)
(3,740)
Through a corporate trustee, the Company holds certain shares in Trust for employees under the Performance Rights Plan (PRP or Plan).
31 Dec 2012 30 Jun 2012
$’000
$’000
(3,740)
-
2,623
(3,740)
(1,117)
(3,740)
31 Dec 2012 30 Jun 2012 31 Dec 2012 30 Jun 2012
$’000 $’000
Shares reserved for Performance Rights Plan
Balance at beginning of the period (3,740) -
Allocation/(purchase) of shares 2,623 (3,740)
Balance at the end of the period (1,117) (3,740)
Through a corporate trustee, the Company holds certain shares in Trust for employees under the Performance Rights Plan (PRP or Plan).

Page 17 of 22

IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT

8. Dividends

8.
Dividends
Half Year Ended Half Year Ended
31 Dec 2012 31 Dec 2011
Notes Cents per Total Cents per Total
share $’000 share $’000
Recognised amounts
Fully paid ordinary shares - final dividend franked to 30% (i) 4.00 8,329 2.75 5,622
Unrecognised amounts
Fully paid ordinary shares - interim dividend franked to 30% (ii) 2.50 5,262 3.25 6,664

(i) The FY12 final fully franked dividend was declared on 17 August 2012 with a record date of 12 October 2012 and a payment date of 26 October 2012.

(ii) The FY13 interim fully franked dividend was declared on 15 February 2012 with a record date of 8 March 2013. The financial effect of the dividend has not been recognised in the financial statements at 31 December 2012.

Adjusted franking account balance
Impact on franking account of dividends not recognised
Half Year Ended
Half Year Ended
31 Dec 2012
$’000
41,672
$’000
55,381
31 Dec 2011
2,255
2,856

Page 18 of 22

IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT

9. Acquisitions

(a) Acquisition of entity - ioGlobal Pty Ltd and ioAnalytics Pty Ltd

With effect from 1 November 2012, Imdex Limited acquired 100% of the issued share capital of ioGlobal Pty Ltd and ioAnalytics Pty Ltd (together ioGlobal). ioGlobal provides innovative cloud-based data management solutions for the mining and mineral exploration industries. 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 1,441 - 1,441
Property, plant and equipment 175 - 175
Intangibles (iii) - 1,300 1,300
Trade and other payables (1,654) - (1,654)
Deferred tax (iii) - (390) (390)
Provisions (155) - (155)
Fair value of net identifiable assets acquired (193) 910 717
Goodwill on acquisition (i) 6,357
Total purchase consideration 7,074
Total purchase consideration comprises
Consideration in cash and cash equivalents (ii) 4,800
Less: Cash and cash equivalents acquired (ii) (926)
Issue of ordinary shares 7 3,200
7,074
2 months to
31 Dec 2012
Operating results of ioGlobal included in the Consolidated Income Statement of Imdex $’000
Limited from acquisition on 1 November 2012 to 31 December 2012:
Revenue 856
Total expenses (including income tax) (943)
Profit after tax for the period (iv) (87)

(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire ioGlobal. 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 ioGlobal. 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 2012 records the payment for the acquisition of ioGlobal as $3.9 million being the cash purchase consideration of $4.8 million paid net of the $0.9 million of cash acquired.

(iii) Intangible assets of $1.3 million comprise the fair value of the intellectual property and know-how associated with ioGlobal. The discounted present value of expected future cash flows on a relief from royalty method has been used to determine the fair value of this intangible asset. This intangible asset is being amortised over its expected useful life of 5 years. Deferred tax of $0.4 million was raised on this asset.

(iv) Had the acquisition of ioGlobal been effected on 1 July 2012, the beginning of the current year, the ioGlobal financial results included in the Imdex consolidated results would have been revenue of approximately $2.6 million with breakeven profit. The results of ioGlobal are included in the Minerals 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 19 of 22

IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT

9. Acquisitions (continued)

(b) 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 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 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
6 months to 6 months to
31 Dec 2012 31 Dec 2011
$’000 $’000
Operating results of ADS included in the Consolidated Income Statement of Imdex Limited
for the following periods:
Revenue 3,963 6,307
Total expenses (including income tax) (3,596) (4,925)
Profit after tax for the period 367 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 20 of 22

IMDEX LIMITED and its controlled entities NOTES TO THE FINANCIAL REPORT

10. Segment Information

The Group comprises the following reportable segments which are based on the Group's internal management reporting system:

(i) Minerals Division: This segment comprises the manufacture, sale and rental of down hole instrumentation, the manufacture and sale of drilling fluids and chemicals and related equipment and the provision of innovative cloud-based data management solutions to the mining and mineral exploration industry globally; and

(ii) Oil & Gas Division: This segment comprises the manufacture and sale of down hole instrumentation and manufacture and sale of drilling fluids and chemicals and related equipment to the oil & gas and geothermal industries globally;

(a) Segment Revenues

ture and sale of down hole
nt to the oil & gas and geoth
Minerals
Oil & Gas
Total of all segments
Eliminations
Interest income
(b) Segment Profit
Minerals
Oil & Gas (i)
Total of all segments
Central administration costs (ii)
Profit before income tax expense
Income tax expense
Profit attributable to ordinary equity holders of Imdex
Total revenue
Half Year
31 Dec 12
Half Year
31 Dec 11
$'000
$'000
102,051
124,012
25,532
14,504
Total
127,583
138,516
-
-
29
58
127,612
138,574
25,508
41,126
904
(3,923)
26,412
37,203
(3,549)
(2,572)
22,863
34,631
(6,290)
(11,966)
16,573
22,665

(i) Includes the share of profit of Associate of $1.6 million (31 December 2011: loss of $1.2 million)

(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 12 30 Jun 12
$'000
$'000
209,923
201,185
48,941
51,955
Assets
258,864
253,140
32,748
21,412
291,612
274,552

(i) Unallocated assets comprise the investment in Sino Gas & Energy Holdings Ltd.

Page 21 of 22

and its controlled entities

IMDEX LIMITED

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

Subsequent to half year end the Directors declared a 2.5 cent per share fully franked interim dividend with a record date of 8 March 2013 and a payment date of 22 March 2013. The effect of this dividend has not been reflected in this financial report.

Page 22 of 22