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OLDFIELDS HOLDINGS LIMITED — Annual Report 2007
Aug 30, 2007
65490_rns_2007-08-30_cff5a264-0d29-40a5-9540-8c6c5e24302d.pdf
Annual Report
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Appendix 4E Preliminary Final Report to the Australian Stock Exchange under Listing Rule 4.3A
| 2.1 2.2 2.3 2.4 2.5 2.6 |
Name of Entity Oldfield Holdings Limited ABN 02 000 307 988 |
Name of Entity Oldfield Holdings Limited ABN 02 000 307 988 |
Name of Entity Oldfield Holdings Limited ABN 02 000 307 988 |
30-June-2006 Financial Year Ended (' |
current period') |
|---|---|---|---|---|---|
| 30-June-2007 | |||||
| 30-June-2007 | |||||
| Results for announcement to the market | $A'000 | $A'000 | |||
| Revenue from Ordinary Activities Up 17.49% from |
31,103 to |
36,543 | |||
| Earnings before interest, tax, depreciation & amortisation Up 31.30% from |
3,649 to |
4,791 | |||
| Profit from ordinary activities after tax attributable to members Up 36.81% from |
1,209 to |
1,654 | |||
| Profit for the period attributable to members of the parent entity Up 35.88% from |
1,151 to |
1,564 | |||
| Dividends | Amount per security | Franked Amount per security | |||
| Final Dividend Paid 22 Dec. '06 Interim Dividend Paid 15 June '07 Final Dividend Declared 18 Dec.'07 |
3.5 cents 2.5 cents 4.0 cents |
Nil Nil Franked to 50%-See Note 6 |
|||
| Record date for determining entitlement to Final Dividend 2007 Year |
04-December-2007 | ||||
| Current Period | Previous corresponding period |
||||
| Net Assets | 13,080,534 | 12,927,693 | |||
| Net Assets (cents per share) | 1.10 | 1.10 | |||
| Current Period | corresponding period Previous |
||||
| Net Tangible Assets | 11,445,819 | 11,616,008 | |||
| Net Tangible Assets (cents per share) | 0.96 | 0.99 | |||
| Based on current year's results, a Dividend of 4 cents per share franked to 50% has been declared by Directors. This dividend is to be paid on 18th December, 2007. The Record Date for this dividend is the 4th December, 2007. There are currently 12,375,999 shares issued in Oldfields Holdings. The changes to last year's total are : 1) New Issues as a result of take up of Dividend Reinvestment Plan December, 2006 : 43,390 June, 2007 : 71,112 2) Shares issued to Vendors of Business Acquisitions as below Painteroo 92,592 25-June-2007 Advance Scaffold Solutions 450,592 5/07/2007 - after Balance Date 3) There was a correction to the 2006 non-cash tax entry resulting from a correction to the Deferred Tax Assets. The correction was taken up in this year's comparatives in the Tax Entry in the amount of $111,232. A correction in 2006 Shed Holdings Pty Limited Retained Earnings of $29,771 from Foreign Currency Translation Reserve was adjusted for in the Comparatives. |
Appendix 4E Preliminary Final Report to the Australian Stock Exchange under Listing Rule 4.3A
| Name of Entity Oldfield Holdings Limited ABN 02 000 307 988 |
30-June-2006 Financial Year Ended (' |
current period') |
|---|---|---|
| 30-June-2007 | ||
| 30-June-2007 | ||
| Results for announcement to the market | $A'000 | $A'000 |
3 Income Statement for the Year Ended 30 June, 2007. Prepared in accordance with AASB 101. Refer to Notes 2 to 5.
4 Balance Sheet as at 30 June, 2007. Details each significant class of asset, liability and equity, appropriately subtotalled. Refer to Notes 10 to 28.
5 Cash Flow Statement for the Year Ended 30 June, 2007. Incorporates the disclosure requirements of AASB 101. Refer to Notes 2k, 10, and 29a-c.
| 6 | Dividends | Amount per security | Dividend Paid | Dividend Paid |
|---|---|---|---|---|
| Final Dividend Paid 22 Dec. '06 3.5 cents Interim Dividend Paid 15 June '07 2.5 cents Final Dividend to be Paid 18 Dec. '07 4.0 cents based on total Shares on issue 5 July,2007 |
Y/E 30/6/06 | Y/E 30/6/07 | ||
| $410,141 | $294,043 $495,040 |
|||
| Franked to 50% | ||||
| $789,083 |
| 7 8 9 |
Dividend Reinvestment Plan in Operation Yes |
|---|---|
| Final date to receive election notices for participation in the Company's Dividend Reinvestment Plan for December 2007 Dividend 04-December-2007 |
|
| Statement of Retained Earnings showing movements See Statement of Changes in Equity |
|
| Net Tangible Assets including comparatives for previous period See Item 2.6 above |
| 10 | Control over entities gained or lost during the period Note : No control over any entity was lost during the period 10.1 10.2 10.3 Name of Entity gained Control Date Contribution to Result 244K Painteroo N/A Robinsons Putty 27th October 2006 64K Trading Operations of Aluminium Scaffolding Services 31st August 2006 Integrated into trading operations of Adelaide Scaffolding Solutions Limited and not reported 25th June 2007 - Did not trade in 2007 year |
|---|---|
Appendix 4E Preliminary Final Report to the Australian Stock Exchange under Listing Rule 4.3A
| Name of Entity Oldfield Holdings Limited ABN 02 000 307 988 |
30-June-2006 Financial Year Ended (' |
current period') |
|---|---|---|
| 30-June-2007 | ||
| 30-June-2007 | ||
| Results for announcement to the market | $A'000 | $A'000 |
| 11 | Joint Ventures Refer Note 14 11.1 11.2 Name of Joint Venture Percentage Held |
11.3 Contribution to Result |
11.3 Contribution to Result |
|---|---|---|---|
| 2007 2006 Tangshan Ace Oldfields (Operating 2007) 37% -75,510 Not Operating PT Ace Oldfields 49% -14,126 84,225 Concrete Pumping Systems 25% Inactive Inactive Brisbane Garden Sheds Pty Limited 50% 9,754 4,035 Adelaide Garden Sheds Pty Limited 50% 3,554 1,382 Enduring Enterprises 49% 194,930 244,587 118,602 334,229 Note : The Share of the Chinese joint Venture start-up costs have been taken into this year's accounts. For the purpose of these Accounts, CPS activities are not considered material and a small profit of approximately $2500 has not been included in the consolidated result. |
2007 | 2006 | |
| Not Operating 84,225 Inactive 4,035 1,382 244,587 |
|||
| 334,229 |
12 Significant Information for informed assessment of financial performance
Refer attached 2007 Financial Statements incorporating : Appendix 4E 2007 Directors Report 2007 Balance Sheet 2007 Income Statement 2007 Cash Flow Statement 2007 Statement of Changes in Equity 2007 Notes to the Financial Statements
13 Foreign Entity
Not Applicable
14.1-6 Commentary on comparative results for the current period :
Refer attached 2007 Financial Statements as defined in Part 12 above
14.1 Earnings per Share
14.2 Shareholder Returns
14.3 Significant features of Operating Performance
14.4 Significant Segment Results
14.5 Overall Performance Trends 14.6 Significant Factors affecting Current and Future Results
15 Audit Review/Status
This report is based on Financial Statements which are in the process of being audited and are not likely to be subject to dispute or qualification.
16 Audit Review - Incomplete : Disputes/Qualifications
See 15 : Audit Review/Status above.
17 Audit Review - Complete : Disputes/Qualifications See 15 : Audit Review/Status above.
OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES
ABN: 02 000 307 988
Annual Financial Report For The Year Ended 30 June 2007
OLDFIELDS HOLDINGS LIMITED AND CONTROLLED ENTITIES
30 June 2007
| 30 June 2007 | |
|---|---|
| ABN: 02 000 307 988 | |
| CONTENTS | Page |
| Directors' Report | 1 |
| Auditor's Independence Declaration | 9 |
| Income Statement | 10 |
| Balance Sheet | 11 |
| Statement of Changes in Equity | 12 |
| Cash Flow Statement | 14 |
| Notes to the Financial Statements | 15 |
| Directors' Declaration | 32 |
| Independent Audit Report | 33 |
| Additional Information for Listed Public Companies | 34 |
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT
Your directors present their report on the company and its controlled entities for the financial year ended 30 June 2007.
The names of directors in office at any time during or since the end of the year are:
John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext James W Toland (Resigned 17 November 2006) Douglas H Oldfield (Resigned 26 March 2007)
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
Company Secretary
The following person held the position of company secretary at the end of the financial year: Gary J Guild.
Principal Activities
The principal activities of the consolidated group during the financial year were:
-
manufacturing, importing and marketing of paint brushes, paint rollers, painters' tools and spray guns,
-
manufacture, marketing and exporting of Treco Garden Sheds, outdoor storage systems, aviaries and pet homes,
-
manufacture and marketing of scaffolding and related equipment, and
-
operation of a hire division, hiring scaffolding and related products to the building and construction industry.
There were no other significant changes in the nature of the consolidated group’s principal activities during the financial year.
Operating Results
The consolidated profit of the consolidated group after providing for income tax and eliminating minority equity interests amounted to $1,563,790.
Dividends Paid or Recommended
Dividends paid or declared for payment are as follows:
Ordinary dividend paid on 22 December 2006, as recommended in last year’s report $410,141 - 100% unfranked. Interim ordinary dividend of 2.5 cents per share paid on 15 June 2007 $294,043 - 100% unfranked. Final ordinary dividend of 4.0 cents per share recommended by the Directors $495,040 - 50% franked.
Review of Operations
The Directors are pleased to announce that for the full year ending 30 June 2007, the company made a net profit attributable to members of $1,563,790. This compares to a net profit for the same period last year of $1,150,296, an increase of 36%.
The actual revenues earned from ordinary operations being sales from paint applications, Treco garden sheds, hire, and sale of scaffolding equipment and revenue from other company activities increased in the 2007 year by 17.5% to $36,542,641 from $31,103,369 in the 2006 comparative year, whilst EBITDA increases by 31.3% to $4.79 million.
Shareholders should be aware that the consolidated revenue excludes revenue from associate companies in China and Indonesia. Though the revenues are significant they have been excluded since 2003, since after that period the entities were not controlled by the Company.
The 2007 EBIT of $3.44million was the largest in the company's recent 12 year history. It reflected a 37% increase on our 2006 result. This year's results signify our fifth consecutive year of growth.
The company Tangible Assets per share is $1.10 per share.
Debt structure and gearing
The company's long term and short term debt structure (including all lease liabilities) is $10.3 million as at June 2007. The Company's total assets are $31.3 million as at 30 June 2007. There are 11.925 million shares on issue at that date.
Dividends
The company is pleased to announce that it plans to pay a dividend of 4.0 cents per share partially franked to 50% as a final dividend on the 18 December 2007 with a record date being 4th December. Our company policy is to pay a dividend on an ongoing basis, subject to cash flow restraints. For the last four years the company has regularly improved its payment of annual dividends. It is happy to be able to improve yields this year by offering shareholders a partially franked dividend. It expects that this will continue in 2008.
Group Operations have been classified and reviewed by Divisions:
Business structure
The company has been organised into the following divisions
Paint Applications PT Ace Oldfields Indonesia Tangshan Hengfeng Painting Accessories Co Ltd Aluminium Scaffold
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OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT
Garden Sheds & Storage Solutions
Investments
Paint Application Products
The 91 Year old Division improved sales and profit contribution for the year. The company was able to secure and additional business moving into 2008.
Oldfields has become more competitive during the last five years and expects that its China based associate Joint Venture Company, Tangshan Hengfeng Painting Accessories Co Ltd's strategies, moving into the future, will assist in maintaining a prominent market position.
The Division acquired the Business of Robertson's Putty, a business established in 1933. It has strong links with the glazing industry. It is expected to provide additional benefit and a new product extension to our existing customer base in 2008.
The Division also acquired the business of Painteroo Products. The Company issued a total of 92,592 shares to its vendors. The company has become a leader in OH&S forcused Painter's Bucket technology with design and trademark registration pending.
PT Ace Oldfields Indonesia
Oldfields International Pty Ltd owns 49% share in this associate.
As previously announced in 2006, this Indonesian based associate is going through a shift in customer base focus. Its export sales declined as a result of a loss in US based business but increased in local trade. As a direct result, this Division's contribution declined as a result of the US business decline. Its customer base has become more evenly distributed moving forward.
The business is well operated and a focus on cost minimisation makes it one of the lowest cost producers of quality products in the world. The quality produced in this facility is not easily duplicated by any Asian competitors and it relies on the group's intellectual property to produce some of its Paint Application lines.
Tangshan Hengfeng Painting Accessories Co Ltd
Oldfields International Pty Ltd owns 37% share in this Associate China Company.
The company is pleased to report that production has now commenced and that initial export and local sales have commenced. The sales are steadily gearing up.
The group invested in a local China facility, including a large parcel of land and has constructed a modern manufacturing facility, which is world class and a real asset to the group moving forward. It expects that with China's strong economy, it will provide the company opportunities for growth in the coming years.
The Board believes that this facility will eventually assist its plans to position itself as a world leader in Paint Applications products.
This Joint Venture Company will provide our Australian shareholders a chance to share in th fast growing Chinese market within a disciplined and controlled environment.
Aluminium Scaffold business
This Division recorded double digit growth in revenue compared to last year. The division undertook to expand with the integration of its new network of branches in WA with Aluminium Scaffold Services, Scaffold Hirers (South Australia) and Direct Scaffolds (Newcastle). These new branches exceeded revenue budgeted forecasts for the year. The company has since, in July 2007, purchased a leading Australian Aluminium Scaffold business known as Advance Scaffolds. The integration was performed seamlessly and initiatives have begun to secure synergy gains as a result of the acquisition.
The company is now the leading force in Aluminium Scaffolding in Australia. Its "Scaffold The World" concept is now exporting to Europe, the Middle East, and Asia along with many countries including the USA.
The Oldfields team was also successful in winning prestigious scaffolding work during the year. The team is very much performance driven with a focus on OH&S related issues within its market and providing access solutions through design, innovation and engineering services to a variety of leading construction customers and hire clientele.
The Oldfields Access factory was relocated in 2006 to occupy the facility at 8 Farrow Rd, Campbelltown in January 2006 and the manufacturing efficiency has improved since the move. Certain synergies from the recent acquisition of Advances Scaffolds and procurement benefits from the company's Southern China factory should see improvements into 2008.
In September 2006, the business purchased a WA scaffold business known as Aluminium Scaffolding Services. This business is located south of Perth and is experiencing solid growth within management expectations. The integration of which happened during the course of 2007. It is set to provide the group additiional shareholder returns in 2008 as it proceeds towards a full year trading in 2008.
The company will seek further expansion of this nature by way of acquisitions or by way of exclusive distributor licence arrangements to take full advantage of emerging technology. The company is looking at cost effective options in this area.
The Division is expected to be a major contributor to the group's earnings in the next few years.
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OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT
Garden sheds and storage solutions divisions
This division recorded double digit growth during the last twelve months. It underwent a management change early in the year, and the team is now better focused on productivity gains and on procurement management. As a result, the division was a strong contributor to the year's result.
Whilst this division is an Australian manufacture, located at No 8 Farrow Road, Campbelltown, NSW, 2560, it will seek to take advantage of our China presence and seek to improve procurement into 2008 in its storage solutions category. The Outdoor Storage Solutions Category was introduced during the 2006/2007 period. It has been in successful in providing storage solutions to the hardware industry. It anticipates that a broader customer base will be achived as a result of the decision.
The division is expected to grow into the near future.
Investments
The company's 100% owned Australian investment subsidiary, Sheds Holdings Pty Ltd, completed a number of property transactions during the year. The purpose of which was to secure tenure at our busiest Sydney Scaffold location, along with the manufacturing location for our recently acquired Putty Business. The company also owns real estate in Penrith, which is utilised by a subsidiary company and shares in associated businesses.
Revaluations of the investment property portfolio were conducted under the current accounting standards. This changed the nature of the portfolio and resulted in a net pretax gain to our consolidated EBITDA of $595,034 in this year's account. The company is considering its growth options regarding its portfolio. It anticipates further gains into 2008.
Oldfields International Pty Ltd is a 100% owned subsidiary that invests in off-shore business ventures. Currently, its investment in its China operations also includes a share in its holdings at Tangshan, China. It is expected to yield gains in real estate value into 2008.
The Company's focus with this part of the business is to invest in Real Estate opportunities that are linked to and compliment our existing business plans.
The nature of these investments has changed the core asset backing and debt structure in the company and has provided solid additional tangible asset backing and security to our financiers. The company risk profile is anticipated to continue significantly as a result.
Future outlook
Our team will concentrate on extracting synergies from its recent acquisitions, enhancing the shareholder value by improving their operations. The company anticipates that its operations in the next few months are expected to perform to expectations, with a focus on further cost reduction and efficiency gains. The company is budgeting for increases revenue and profits for the next twelve months. The first few months trading of the new 2008 financial year is showing strong steady improvements.
The Directors believe that given the continual improvement in trading performance, shareholder value will also continue to improve. Currently the company has committed funds to the Joint Venture in China. The company anticipates a return on these funds from 2008/2009. This is anticipated to enhance shareholder earnings.
Despite our good performance, Directors feel that the net earnings would improve sigificantly if the company were able to merge or acquire another suitable small publicly listed company or other suitable entities. Effectively marginalising the effect of its head office and administration costs associated with a listed public company on its business units.
The Board, as per previous disclosures, continues to seek appropriate mergers and/or acquisitions with the possibility of achieving synergies with other companies involved in complimentary business activities. These may involve activities that are diversified to the current operations resulting in certain synergy gain. The company recognises it has strong synergy possibilities with other key groups and will continue to encourage discussion with interested parties in light of its sustained proven strong earnings and dividend history.
In achieving this goal, the Board also recognises the potential to improve share liquidity issues associated with the currently held share register. For example, it has recently issued shares in two recent acquisitions to their vendors. It is anticipates this will continue to improve liquidity.
The Directors are keen to maintain good Corporate Governance. Recent updates have been posted to our corporate website www.oldfields.com.au and the Board undertakes to keep market regularly informed of company progress. It is our goal to continue to improve shareholder value over the next 12 months and beyond.
After Balance Date Events
The company, through its recently incorporated 100% owned subsidiary Advance Scaffold Solutions Pty Ltd, has been successful in acquiring the Advance Scaffold business which includes Forshan Advcorp Scaffolds Limited in China. The settlement of this acquisition occurred on the 2 July 2007. Although the terms of the settlement remain confidiential, the vendors were issued a total of 453,592 shares as part consideration in the settlement. The Company's total Assets have grown materially as a result of this acquisition. The first month's trading on writing this report is within management expectations. This acquisition is expected to be earnings per share positive and is likely to effect the next reporting period. 3
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT
The Aluminium Scaffold Division also announced that its 11th branch will open in Dandenong, Victoria in August 2007. This will strenghten its position as the leading Australian Aluminium Scaffold Company.
Environmental Issues
The economic entity's manufacturing operations are not subject to significant environmental regulations under the law of the Commonwealth and State. The economic entity has established a process whereby compliance with existing environmental regulations and new regulations is monitored continually. This process includes procedures to be followed should an incident occur which adversely impacts the environment. The Directors are not aware of any significant breaches during the period covered by this report.
Information on Directors
| John R Westwood | — | Chairman (Non Executive), Age 56. |
|---|---|---|
| Qualifications | — | Accountant. |
| Experience | — | Appointed Chairman 12 August 2002. Board member since 2001. Mr. Westwood has 27 years |
| experience in the Building Materials Industry holding many senior accounting positions and is an | ||
| experienced administrator of both small and medium sized companies. | ||
| Interest in Shares and Options | — | Refer Options and ASX additional information. |
| Special Responsibilities | — | Mr. Westwood is a member of the Remuneration Committee. |
| Directorships held in other listed entities | — | Nil. |
| Anthony Mankarios | — | Managing Director. Age 40. |
| Qualifications | — | Fellow of the Australian Institute of Company Directors, Master of Business Administration |
| (SGSM), Certified Finance and Treasury Professional. | ||
| Experience | — | Appointed Managing Director 10 October 2002. Board member since 2001. Mr. Mankarios was |
| previously involved for 13 years in all aspects of the running and administration of a group of | ||
| companies in the paint industry. | ||
| Interest in Shares and Options | — | Refer Options and ASX additional information. |
| Special Responsibilities | — | Mr. Mankarios is a member of the Remuneration Committee. |
| Directorships held in other listed entities | — | Nil. |
| Thomas D J Love | — | Director (Non Executive). Age 76. |
| Qualifications | — | Fellow of the Institute of Chartered Accountants. |
| Experience | — | Mr. Love was a partner in firms of Chartered Accountants for 40 years and has been a director |
| since 1964. Mr. Love has also been a director of a number of Australian and overseas publicly | ||
| listed and private companies. | ||
| Interest in Shares and Options | — | Refer Options and ASX additional information. |
| Special Responsibilities | — | Mr. Love is a member of the Audit Committee. |
| Directorships held in other listed entities | — | Nil. |
| Christopher C Hext | — | Director (Non Executive). Age 55. |
| Qualifications | — | Batchelor of Business (Accounting), Registered Tax Agent, Justice of Peace. |
| Experience | — | Board member since 2001. Mr.Hext was a Certified Practicing Accountant and has held senior |
| accounting and management positions in companies of all sizes. | ||
| Interest in Shares and Options | — | Refer Options and ASX additional information. |
| Special Responsibilities | — | Mr. Hext is a Chairman of the Audit Committee. |
| Directorships held in other listed entities | — | Nil. |
| James W Toland | — | Director (Non-executive) - Resigned 17 November 2006. |
| Douglas H Oldfield | — | Director (Non-executive) - Resigned 26 March 2007. |
REMUNERATION REPORT
This report details the nature and amount of remuneration for each director of Oldfields Holdings Limited, and for the executives receiving the highest remuneration.
Remuneration policy
The remuneration policy of Oldfields Holdings Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the consolidated group’s financial results. The board of Oldfields Holdings Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the consolidated group, as well as create goal congruence between directors, executives and shareholders.
The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the consolidated group is as follows:
• The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the remuneration committee and approved by the board after seeking professional advice from independent external consultants.
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OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT
-
All executives receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, options and performance incentives.
-
The remuneration committee reviews executive packages annually by reference to the consolidated group’s performance, executive performance and comparable information from industry sectors.
The performance of executives is measured against criteria agreed biannually with each executive and is based predominantly on the forecast growth of the consolidated group’s profits and shareholders’ value. All bonuses and incentives must be linked to predetermined performance criteria. The board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the committee’s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.
Executives are also entitled to participate in the employee share and option arrangements.
The executive directors and executives receive a superannuation guarantee contribution required by the government, which is currently 9%, and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.
All remuneration paid to directors and executives is valued at the cost to the company and expensed. Shares given to directors and executives are valued as the difference between the market price of those shares and the amount paid by the director or executive. No such shares were issued in the current year. Options are valued using the Black-Scholes methodology.
The board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The remuneration committee determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the consolidated group. However, to align directors interests with shareholder interests, the directors are encouraged to hold shares in the company and are able to participate in the employee option plan.
Performance based remuneration
As part of each executive director and executives remuneration package there is a performance-based component, consisting of key performance indicators (KPIs). The intention of this program is to facilitate goal congruence between directors/executives with that of the business and shareholders. The KPIs are set annually, with a certain level of consultation with directors/executives to ensure buy-in. The measures are specifically tailored to the areas each director/executive is involved in and has a level of control over. The KPIs target areas the board believes hold greater potential for group expansion and profit, covering financial and non-financial as well as short- and long-term goals. The level set for each KPI is based on budgeted figures for the group and respective industry standards.
Performance in relation to the KPIs is assessed annually, with bonuses being awarded depending on the number and deemed difficulty of the KPIs achieved. Following the assessment, the KPIs are reviewed by the remuneration committee in light of the desired and actual outcomes, and their efficiency is assessed in relation to the groups goals and shareholder wealth, before the KPIs are set for the following year.
In determining whether or not a KPI has been achieved, Oldfields Holdings Limited bases the assessment on audited figures, however, where the KPI involves comparison of the group or a division within the group to the market, independent reports are obtained from organisations such as Standard & Poors.
Company performance, shareholder wealth and director and executive remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. There have been two methods applied in achieving this aim, the first being a performance based bonus based on key performance indicators, and the second being the issue of options to the majority of directors and executives to encourage the alignment of personal and shareholder interests. The company believes this policy to have been effective in increasing shareholder wealth over the past four years.
The following table shows the gross revenue, profits and dividends for the last five years for the listed entity, as well as the share price at the end of the respective financial years. Analysis of the actual figures shows an increase in profits each year as well as an increase or maintenance of dividends paid to shareholders. The improvement in the company’s performance over the last five years has been reflected in the company’s share price with an increase each year, with the exception of [insert year], when the share price fell slightly. The board is of the opinion that these results can be attributed in part to the previously described remuneration policy and is satisfied that this continued improvement has lead to increased shareholder wealth over the past four years.
Remuneration Report
| 2003 | 2004 | 2005 | 2006 | 2007 | ||
|---|---|---|---|---|---|---|
| Revenue | 36,691,964 | 24,409,410 | 28,364,084 | 31,103,369 | 36,542,641 | |
| Net Profit | 1,788,793 | 900,067 | 1,189,631 | 1,150,296 | 1,563,790 | |
| Share Price at | ||||||
| Year-end | 0.86 | 1.00 | 0.90 | 1.00 | 1.10 | |
| Dividends | 315,000.00 | 564,344.00 | 515,234.00 | 702,431.00 | 789,083.00 | # |
| P id |
From 1 January 2003, the Group's interest in PT Ace Oldfields was reduced to 49% and it has been accounted for as an Associated Entity from that date.
Final dividend partially franked to 50%.
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OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT
Details of remuneration for year ended 30 June 2007
The remuneration for each director and each of the four executive officers of the consolidated entity receiving the highest renumeration during the year was as follows:
| 2007 2007 2006 2006 Key Management Person John R Westwood Anthony Mankarios Kenneth E Holloway Thomas D J Love Christopher C Hext James W Toland Douglas H Oldfield James W Toland Raymond J Titman Gary J Guild Key Management Person John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext Douglas H Oldfield Gary J Guild Kenneth E Holloway Raymond J Titman Key Management Person John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext James W Toland Douglas H Oldfield Kenneth E Holloway Raymond J Titman Gary J Guild Key Management Person John R Westwood Anthony Mankarios Thomas D J Love |
- 46,727 17,831 - 198,999 28,415 34,482 17,733 81,000 - - - & commissions $ Non-cash benefit $ Other $ Cash profit share $ Superannuation $ - - - - 3,103 4,032 44,800 - - - - 18,301 - 30,652 - Short-term benefits 17,910 - - 1,596 29,607 - 1,605 - - 21,105 103,773 - - 4,840 - 7,290 - 9,339 Post Employment Benefits |
|---|---|
| 573,760 - 104,505 44,875 - |
|
| - Other Long- term Benefits - & commissions $ - - Equity $ Options $ Share-based Payment - % 67,133 - 247,561 $ - 27,108 Cash profit share $ Other $ - 19,329 - 37,585 - - 28,415 - - - - - - - - - - - - - - 19,436 - - 17,910 - 117,952 - 117,897 - Superannuation $ 67,832 9,697 - 3,744 Non-cash benefit $ Other $ 41,600 - - - 198,999 - 26,000 - 1,546 - 27,667 - - - - 26,000 - - - 2,490 - 2,340 - - - 44,027 - 24,789 81,000 - 32,565 - - - - 7,290 9,067 100,750 - 2,261 Post Employment Benefits Total Performance Related Short-term benefits - 723,140 |
|
| 42,841 546,043 - 97,966 - |
|
| Options $ - Other Long- term Benefits Share-based Payment Total Performance Related - - 55,041 - Other $ Equity $ $ % - - - - - - 244,017 - 27,546 - 6 |
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT
| Christopher C Hext James W Toland Douglas H Oldfield Kenneth E Holloway Raymond J Titman Gary J Guild |
30,157 - 28,340 - - - - - - - - - - 68,816 - - - - - 120,855 - - - - - - - - - - - - 686,850 112,078 - - |
|---|---|
Performance income as a proportion of total remuneration
Executive directors and executives are paid performance based bonuses based on set monetary figures, rather than proportions of their salary. This has led to the proportions of remuneration related to performance varying between individuals. The remuneration committee has set these bonuses to encourage achievement of specific goals that have been given a high level of importance in relation to the future growth and profitability of the consolidated group.
The remuneration committee will review the performance bonuses to gauge their effectiveness against achievement of the set goals, and adjust future years incentives as they see fit, to ensure use of the most cost effective and efficient methods.
Employment contracts of directors and senior executives
The employment conditions of the Managing Director and specified executives are formalised in contracts of employment. Other than the Managing Director, all executives are permanent employees of the Oldfirelds Group.
The employment contracts stipulate a range of one to three months resignation periods. The company may terminate an employment contract without cause by providing 12 months written notice or making payment in lieu of notice based on the individual's annual salary component, together with a redundancy payment of between 5% and 10% of the individual's fixed salary component. Termination payments are generally not payable on resignation or dismissal for serious misconduct. In the instance of serious misconduct, the company can terminate employment at any time. Any options not exercised before that date will lapse.
Meetings of Directors
During the financial year, 12 meetings of directors (including committees of directors) were held. Attendances by each director during the year were as follows:
| Thomas D J Love Directors’ names John R Westwood Douglas H Oldfield Anthony Mankarios Christopher C Hext James W Toland |
Directors' | Directors' | Committee Meetings | Committee Meetings | Committee Meetings | Committee Meetings | Committee Meetings |
|---|---|---|---|---|---|---|---|
| Audit Committee |
Renumeration Committee |
||||||
| Number eligible to attend |
Number attended |
Number eligible to attend |
Number attended |
Number eligible to attend |
Number attended |
||
| 12 12 12 12 6 8 |
12 12 12 12 6 8 |
2 2 |
2 2 |
1 1 |
1 1 |
Indemnifying Officers or Auditor
During or since the end of the financial year the company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:
The company has paid premiums to insure each of the following directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the company, other than conduct involving a wilful breach of duty in relation to the company. The Insurance Policy prohibits disclosure of the amount of the premium.
John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext James W Toland Douglas H Oldfield
Options
7
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES DIRECTORS' REPORT
At the date of this report, the unissued ordinary shares of Oldfields Holdings Limited under option are as follows
Grant Date Date of Number under expiry Exercise price option 30/06/2007 30/06/2010 $ 1.20 1,545,000 1,545,000
No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.
The company was not a party to any such proceedings during the year.
Non-audit Services
The board of directors, in accordance with advice from the audit committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:
-
all non-audit services are reviewed and approved by the audit committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
-
the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
The following fees for non-audit services were paid/payable to the external auditors during the year ended 30 June 2007:
$ Taxation services 14,700 Due diligence investigations 25,000 39,700
Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 30 June 2007 has been received and can be found on page 9 of the directors’ report.
Director Gary Guild - Company Secretary for Anthony Mankarios Dated this 29th day of August 2007
8
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2007
| Sales Revenue 2 Cost of Sales 3(a) Gross Profit Other income 2 Distribution expenses Marketing expenses Occupancy expenses Administrative expenses Finance costs Share of net profits of associates Profit before income tax 3 Income tax expense 4 Profit for the year Profit attributable to minority equity interest Profit attributable to members of the parent entity Overall Operations Basic earnings per share (cents per share) 9 Diluted earnings per share (cents per share) 9 Dividends per share (cents) Note |
2007 2006 2007 2006 $ $ $ $ 23,667,690 20,632,483 - - (18,740,853) (15,933,451) - - Consolidated Group Parent Entity |
|---|---|
| 4,926,837 4,699,032 - - 12,874,951 10,470,886 970,000 - (9,684,257) (8,767,085) - - (1,084,360) (1,031,034) - - (922,480) (912,371) - - (2,781,241) (2,279,132) - (313) (1,137,467) (792,635) - - 118,602 334,229 - - |
|
| 2,310,585 1,721,890 970,000 (313) (657,022) (512,666) - - 1,653,563 1,209,224 970,000 (313) (89,773) (58,928) - - |
|
| 1,563,790 1,150,296 970,000 (313) |
|
| 13.34 9.52 13.34 9.52 6.50 6.00 |
The accompanying notes form part of these financial statements.
1
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES BALANCE SHEET AS AT 30 JUNE 2007
| BALANCE SHEET AS | AT 30 JUNE 2007 |
|---|---|
| ASSETS CURRENT ASSETS Cash and cash equivalents 10 Trade and other receivables 11 Inventories 12 Other current assets 22 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables 11 Investments accounted for using the equity method 14 Financial assets 17 Property, plant and equipment 19 Deferred tax assets 25 Intangible assets 21 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 23 Financial liabilities 24 Current tax liabilities 25 Short-term provisions 26 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Financial liabilities 24 Deferred tax liabilities 25 Other long-term provisions 26 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 28 Reserves Retained earnings Parent interest Minority equity interest TOTAL EQUITY Note |
2007 2006 2007 2006 $ $ $ $ 196,812 809,412 33,246 24,955 4,538,473 4,451,987 3,262,897 3,031,115 5,472,252 4,328,909 - - 984,857 1,029,892 - - Consolidated Group Parent Entity |
| 11,192,394 10,620,200 3,296,143 3,056,070 |
|
| 1,090 1,090 - - 1,418,400 1,447,409 - - 118,675 815,589 7,209,076 7,209,076 13,679,808 10,698,228 - - 864,041 991,662 850,758 607,742 1,634,715 1,314,085 - - |
|
| 20,086,302 15,268,063 8,059,834 7,816,818 |
|
| 31,278,69625,888,26311,355,977 10,872,888 | |
| 6,208,602 4,511,909 941,966 938,280 2,373,573 2,939,305 - - 110,425 110,845 5,015 5,015 1,082,099 911,452 - - |
|
| 9,774,699 8,473,511 946,981 943,295 |
|
| 7,888,442 4,486,143 - - 419,486 - - - 115,535 112,149 - - |
|
| 8,423,463 4,598,292 - - |
|
| 18,198,162 13,071,803 946,981 943,295 |
|
| 13,080,534 12,816,46010,408,996 9,929,593 |
|
| 9,927,730 9,714,143 9,927,730 9,714,143 (1,077,621) (531,938) 1,319 1,319 4,140,402 3,280,796 479,947 214,131 |
|
| 12,990,511 12,463,001 10,408,996 9,929,593 90,023 353,460 - - |
|
| 13,080,534 12,816,461 10,408,996 9,929,593 |
The accompanying notes form part of these financial statements.
1
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2007
| Dividends paid or provided for Adjustments from translation of foreign controlled entities Sub-total Dividends paid or provided for Revaluation increment Sub-total Revaluation increment Profit attributable to members of parent entity Balance at 30 June 2007 Balance at 30 June 2006 Shares issued during the year Adjustments from translation of foreign controlled entities Shares issued during the year Consolidated Group Balance at 1 July 2005 Others Profit attributable to members of parent entity |
Note | Ordinary Share Capital Retained Earnings Asset Revaluation Reserve Foreign Currency Translation Reserve Option Reserve Hedge Reserve Minority Equity Interests Total Share Capital |
|---|---|---|
| 8 8 |
$ $ $ $ $ $ $ $ 8,725,550 2,884,621 - 38,155 1,007 - 294,531 11,943,864 - 1,150,296 - - - - 58,929 1,209,225 - (51,690) - - - - - (51,690) - - - - 312 - - 312 - - - (571,412) - - - (571,412) 988,593 - - - - - - 988,593 |
|
| 9,714,143 3,983,227 - (533,257) 1,319 - 353,460 13,518,892 (702,431) (702,431) |
||
| 9,714,143 3,280,796 - (533,257) 1,319 - 353,460 12,816,461 |
||
| 213,587 - - - - - 213,587 - 1,563,790 - - - - 89,773 1,653,563 - - 106,490 (652,173) - - (545,683) - - - - - - - - |
||
| 9,927,730 4,844,586 106,490 (1,185,430) 1,319 - 443,233 14,137,928 (704,184) (353,210) (1,057,394) |
||
| 9,927,730 4,140,402 106,490 (1,185,430) 1,319 - 90,023 13,080,534 |
The accompanying notes form part of these financial statements.
| Shares issued during the year Balance at 30 June 2006 Dividends paid or provided for Sub-total Parent Entity Balance at 1 July 2005 Profit attributable to members of parent entity Others Shares issued during the year |
Note | Ordinary Share Capital Retained Earnings Asset Revaluation Foreign Currency Translation Option Reserve Total Share Capital |
|---|---|---|
| 8 | $ $ $ $ $ $ 8,725,550 916,875 - - 1,007 9,643,432 - (313) - - - (313) 988,593 - - - 988,593 - - - - 312 312 |
|
| 9,714,143 916,562 - - 1,319 10,632,024 (702,431) (702,431) |
||
| 9,714,143 214,131 - - 1,319 9,929,593 |
||
| 213,587 213,587 |
1
| 8 Balance at 30 June 2007 Profit attributable to members of parent entity Sub-total Dividends paid or provided for |
970,000 970,000 9,927,730 1,184,131 - - 1,319 11,113,180 (704,184) (704,184) |
|---|---|
| 9,927,730 479,947 - - 1,319 10,408,996 |
The accompanying notes form part of these financial statements.
2
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2007
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Interest received Payments to suppliers and employees Finance costs Net cash provided by (used in) operating activities 33a CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Purchase of investments Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of ordinary shares Proceeds from borrowings Advances - Related Parties Repayment of borrowings Dividends paid by parent entity Payments - Related Parties Net cash provided by (used in) financing activities Net increase in cash held Cash at beginning of financial year Cash at end of financial year 10 Note |
2007 2006 2007 2006 $ $ $ $ 38,638,070 32,923,714 - - 18,937 4,271 645 453 (34,871,553) (30,522,015) (987) (997) (953,723) (615,873) - - Consolidated Group Parent Entity |
|---|---|
| 2,831,731 1,790,097 (342) (544) |
|
| 377,165 158,327 - - (5,940,431) (1,717,049) - - (35,510) (1,167,745) - - |
|
| (5,598,776) (2,726,467) - - |
|
| - 1,040,637 - 1,040,637 4,100,484 915,000 - - - - 590,539 (919,169) (364,525) - - (581,906) (682,229) (581,906) (682,229) - - - (361,029) |
|
| 2,599,409 908,883 8,633 (2,621) |
|
| (167,636) (27,487) 8,291 (3,165) (830,440) (802,953) 24,955 28,120 |
|
| (998,076) (830,440) 33,246 24,955 |
The accompanying notes form part of these financial statements.
1
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
Note 1 Statement of Significant Accounting Policies
The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
The financial report covers the consolidated group of Oldfields Holdings Limited and controlled entities, and Oldfields Holdings Limited as an individual parent entity. Oldfields Holdings Limited is a listed public company, incorporated and domiciled in Australia.
The financial report of Oldfields Holdings Limited and controlled entities, and Oldfields Holdings Limited as an individual parent entity comply with all International Financial Reporting Standards (IFRS) in their entirety.
The following is a summary of the material accounting policies adopted by the consolidated group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated
Basis of Preparation
The accounting policies set out below have been consistently applied to all years presented.
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.
Accounting Policies
(a) Principles of Consolidation
- A controlled entity is any entity Oldfields Holdings Limited has the power to control the financial and operating policies so as to obtain benefits from its activities.
A list of controlled entities is contained in Note 18 to the financial statements. All controlled entities have a June financial year-end.
All inter-company balances and transactions between entities in the consolidated group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.
Where controlled entities have entered or left the consolidated group during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.
Minority equity interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.
(b) Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
Oldfields Holdings Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. Each entity in the group recognises its own current and deferred tax liabilities, except for any deferred tax assets resulting from unused tax losses and tax credits which are immediately assumed by the parent entity. The current tax liability of each group entity is then subsequently assumed by the parent entity. The group notified the Australian Taxation Office that it had formed an income tax consolidated group to apply from [insert date]. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group.
(c) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs or standard costs.
Construction profits are recognised on the stage of completion basis and measured using the proportion of costs incurred to date as compared to expected actual costs. Where losses are anticipated they are provided for in full.
Construction revenue has been recognised on the basis of the terms of the contract adjusted for any variations or claims allowable under the contract.
(d) Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.
Property
1
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
Freehold land and buildings are shown at their fair value (being the amount for which an asset could be exchanged between knowledgeable willing parties in an arms length transaction), based on periodic, but at least triennial, valuations by external independent valuers, less subsequent depreciation for buildings.
Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.
Plant and equipment
Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Increases in the carrying amount arising on revaluation of land and buildings are credited to a revaluation reserve in equity. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in equity; all other decreases are charged to the income statement. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to the income statement and depreciation based on the assets original cost is transferred from the revaluation reserve to retained earnings.
Depreciation
The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line basis over their useful lives to the consolidated group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
| Class of Fixed Asset | Depreciation Rate |
|---|---|
| Buildings | 1% |
| Leasehold improvements | 4 - 5% |
| Plant and equipment | 5 - 50% |
| Leased plant and equipment | 18 - 20% |
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.
(e) Investment Property
Investment property, comprising freehold office complexes, is held to generate long-term rental yields. All tenant leases are on an arm's length basis. Investment property is carried at fair value, determined annually by independent valuers. Changes to fair value are recorded in the income statement as other income.
(f) Leases
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that are transferred to entities in the consolidated group are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.
Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.
(g) Financial Instruments
Recognition
Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.
Financial assets at fair value through profit and loss
A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management and within the requirements of AASB 139: Recognition and Measurement of Financial Instruments. Derivatives are also categorised as held for trading unless they are designated as hedges. Realised and unrealised gains and losses arising from changes in the fair value of these assets are included in the income statement in the period in which they arise.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.
Held-to-maturity investments
These investments have fixed maturities, and it is the group’s intention to hold these investments to maturity. Any held-to-maturity investments held by the group are stated at amortised cost using the effective interest rate method.
Available-for-sale financial assets
2
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.
Financial liabilities
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arms length transactions, reference to similar instruments and option pricing models.
Impairment
At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the income statement.
(h) Impairment of Assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the income statement.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
(i) Investments in Associates
Investments in associate companies are recognised in the financial statements by applying the equity method of accounting. The equity method of accounting recognised group’s share of post acquisition reserves of its associates.
(j) Interests in Joint Ventures
The consolidated group’s share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the consolidated financial statements. Details of the consolidated group's interests are shown in Note 16.
The consolidated group’s interests in joint venture entities are brought to account using the equity method of accounting in the consolidated financial statements. The parent entity’s interests in joint venture entities are brought to account using the cost method.
(k) Intangibles
Goodwill
Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Research and development
Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these benefits can be measured reliably.
Development costs have a finite life and are amortised on a systematic basis matched to the future economic benefits over the useful life of the project.
(l) Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the yearend exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.
Group companies
The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows:
-
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
-
income and expenses are translated at average exchange rates for the period; and
-
retained earnings are translated at the exchange rates prevailing at the date of the transaction.3
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
Exchange differences arising on translation of foreign operations are transferred directly to the groups foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed.
(m) Employee Benefits
Provision is made for the company’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs.
Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
Equity-settled compensation
The group operates a number of share-based compensation plans. These include both a share option arrangement and an employee share scheme. The bonus element over the exercise price of the employee services rendered in exchange for the grant of shares and options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the shares of the options granted.
(n) Provisions
Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
(o) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.
(p) Revenue Revenue from the sale of goods is recognised upon the delivery of goods to customers. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
Revenue from investment properties is recognised on an accruals basis or straight line basis in accordance with leases agreements. Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting.
Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
All revenue is stated net of the amount of goods and services tax (GST).
(q) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in income in the period in which they are incurred.
(r) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the balance sheet are shown inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
(s) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
Critical accounting estimates and judgments
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group
Key Estimates — Impairment
The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.
No impairment has been recognised in respect of goodwill for the year ended 30 June 2007. Should the cash flow anticipated from these goodwill be different from those figures incorporated in value-in-use calculations, an impairment loss would be recognised up to the maximum carrying value of goodwill at 30 June 2007 amounting to $1,480,969.
Note 2 Revenue
Note Consolidated Group Parent Entity 2007 2006 2007 2006 $ $ $ $
Sales Revenue
4
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| — — 2(a) — 2(b) — — — — — (a) — (b) — — (a) — — Note (a) 25 (b) — — Total Other Revenue other income Utilisation of losses by subsidiary members of the consolidated group Deferred tax Note 4 Cost of sales Finance costs: Profit for the Year Note 3 Expenses wholly-owned controlled entities Interest revenue from: Total dividend revenue The applicable weighted average effective tax rates are as follows: other persons Other Revenue sale of goods Total Sales Revenue interest received dividends received rental revenue of equipment consolidated group commission Proceeds on sale of property, plant and equipment Total Sales Revenue and Other Revenue Income Tax Expense The components of tax expense comprise: Current tax Total finance costs Total interest revenue gain on revaluation of investment property wholly-owned subsidiaries Dividend revenue from: Partly owned subsidiaries Other persons parent entity Under provision in respect of prior years income tax is reconciled to the income tax as follows Prima facie tax payable on profit from ordinary activities before income tax at 30% (2006: 30%) Other Income Total Other Income Income tax attributable to entity |
23,667,690 20,632,483 - - |
|---|---|
| 23,667,690 20,632,483 - - |
|
| - - 970,000 - 180,937 165,732 - - 11,700,160 10,170,971 - - 1,210 7,430 - - |
|
| 11,882,307 10,344,133 970,000 - |
|
| 35,549,997 30,976,616 970,000 - |
|
| 595,034 - - - 387,665 116,937 - - 9,945 9,816 - - |
|
| 992,644 126,753 - - |
|
| - - 970,000 - |
|
| - - 970,000 - |
|
| 162,000 162,000 - - 18,937 3,732 - - |
|
| 180,937 165,732 - - |
|
| 2007 2006 2007 2006 $ $ $ $ 18,740,853 15,933,451 - - 162,000 162,000 - - 975,467 630,635 - - Consolidated Group Parent Entity |
|
| 1,137,467 792,635 - - |
|
| 2007 2006 2007 2006 $ $ $ $ 359,184 76,837 249,269 - 297,838 432,990 3,941 - - - (253,210) - 2,840 Parent Entity Consolidated Group |
|
| 657,022 512,667 - - |
|
| 657,022 512,666 - - |
|
| 657,022 512,666 - - |
|
| 657,022 512,666 - - 28% 30% 0% 0% |
The decrease in the weighted average effective consolidated tax rate for 2007 is a result of accelerated tax allowances on plant and equipment compared to 2006.
Note 6
Key Management Personnel Compensation
(a) Names and positions held of consolidated group and parent entity key management personnel in office at any time during the financial year are: Key Management Person Position
John R Westwood Anthony Mankarios Thomas D J Love Christopher C Hext James W Toland Douglas H Oldfield
Kenneth E Holloway Raymond J Titman Gary J Guild
Chairman - Non-executive Managing Director - Executive Director - Non-executive Director - Non-executive Director - Non-executive (Resigned 17 November 2006) Director - Non-executive (Resigned 26 March 2007)
Marketing Director - Oldfields Paint Applications General Manager
Group Financial Controller / Company Secretary5
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
(b) Options and Rights Holdings
Number of Options Held by Key Management Personnel
| R J Titman K J Holloway G Debono K Andrew Jones T D Love 2007 A Mankarios J R Westwood C C Hext P Zagoridis P Camillos G Guild A Lovett A S Leong C Sweedman L Sibley J Rogers J Deering G Punaro S Brookes D Buchanan J Tomlinson L Nagy |
Balance 30 Jun 06 Granted as Compensation Options Exercised Net Change Other Balance 30 Jun 07 Total Vested 30 Jun 07 Total Exercisable 30 Jun 07 Total Unexercisable 30 Jun 07 - 150,000 - - 150,000 - - - 250,000 500,000 - (250,000) 500,000 - - - - 50,000 - - 50,000 - - - 50,000 50,000 - (50,000) 50,000 - - - 50,000 150,000 - (50,000) 150,000 - - - 50,000 50,000 - (50,000) 50,000 - - - 17,500 25,000 - (17,500) 25,000 - - - 20,000 50,000 - (20,000) 50,000 - - - - 100,000 - - 100,000 - - - - 50,000 - - 50,000 - - - - 50,000 - - 50,000 - - - - 30,000 - - 30,000 - - - - 50,000 - - 50,000 - - - - 25,000 - - 25,000 - - - - 20,000 - - 20,000 - - - - 25,000 - - 25,000 - - - - 20,000 - - 20,000 - - - - 20,000 - - 20,000 - - - - 20,000 - - 20,000 - - - - 30,000 - - 30,000 - - - - 50,000 - - 50,000 - - - - 30,000 - - 30,000 - - - |
|---|---|
| 437,500 1,545,000 - (437,500) 1,545,000 - - - |
The net change other column above includes those options that have been forfeited by holders as well as options issued during the year under review.
(c) Shareholdings
Number of Shares held by Key Management Personnel
| Christopher C Hext Thomas D J Love 2007 Anthony Mankarios Key Management Personnel John R Westwood Kenneth E Holloway Raymond J Titman |
Balance 30 Jun 07 Received as Compensation Options Exercised Net Change Other* Balance 30 Jun 07 2,930,000 - - - 2,930,000 1,946,497 - - - 1,946,497 93,000 - - - 93,000 60,000 - - - 60,000 10,901 - - - 10,901 6,864 - - - 6,864 |
|---|---|
| 5,047,262 - - - 5,047,262 |
- Net change other refers to shares purchased or sold during the financial year.
Note 7 Auditors’ Remuneration
| Consolidated | Group | Parent Entity | Parent Entity | |||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |||
| $ | $ | $ | $ | |||
| em | uneration of the auditor of the parent entity for: | |||||
| — | auditing or reviewing the financial report | 51,000 | 61,750 | - | - | |
| — | taxation services | 14,700 | 11,250 | - | - | |
| — | due diligence services | 25,000 | 29,250 | - | - |
Remuneration of the auditor of the parent entity for:
Note 8 Dividends
| Distributions paid Final unfranked ordinary dividends Interim unfranked ordinary dividends |
2007 $ 2006 $ 2007 $ 2006 $ 410,141 292,680 410,141 292,680 294,043 409,751 294,043 409,751 Consolidated Group Parent Entity |
|---|---|
| 704,184 702,431 704,184 702,431 |
A final ordinary dividend of $495,040 in 2007: 4.0 cents per share partially franked to 50% to be paid 18 December 2007
6
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
Note 9 Earnings per Share
| (a) (b) Earnings used in the calculation of dilutive EPS Redeemable and converting preference share dividends Profit attributable to minority equity interest Weighted average number of options outstanding Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS Reconciliation of earnings to profit or loss Profit Earnings used to calculate basic EPS Dividends on converting preference shares Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS |
2007 $ 2006 $ 1,653,563 1,209,224 (89,773) (58,928) - Consolidated Group |
|---|---|
| 1,563,790 1,150,296 |
|
| 1,563,790 1,150,296 |
|
| No. No. 11,925,407 11,718,313 1,545,000 437,500 |
|
| 13,470,407 12,155,813 |
Note 10 Cash and Cash Equivalents
| Note 24 Note — — — Note wholly-owned entities Amounts receivable from: Amounts receivable from: wholly-owned subsidiaries Note 12 Less Provisions associated companies Note 11 Provision for impairment of receivables Trade and Other Receivables CURRENT Cash and cash equivalents Reconciliation of cash Cash at the end of the financial year as shown in the cash flow statement is reconciled to items in the balance sheet as follows: Trade receivables Bank overdrafts Cash at bank and in hand Raw materials and stores At cost CURRENT Inventories Other receivables Finished goods Work in progress 7 |
2007 $ 2006 $ 2007 $ 2006 $ 196,812 809,412 33,246 24,955 Consolidated Group Parent Entity |
|---|---|
| 196,812 809,412 33,246 24,955 |
|
| 196,812 809,412 33,246 24,955 (1,194,887) (1,639,852) - - |
|
| (998,075) (830,440) 33,246 24,955 |
|
| 2007 $ 2006 $ 2007 $ 2006 $ 4,337,006 4,177,986 - - (19,183) (75,837) - - Consolidated Group Parent Entity |
|
| 4,317,823 4,102,149 - - |
|
| 15,895 11,825 - - - - 3,262,897 3,031,115 204,755 338,013 - - |
|
| 4,538,473 4,451,987 3,262,897 3,031,115 |
|
| 1,090 1,090 - - |
|
| 1,090 1,090 - - |
|
| 2007 $ 2006 $ 2007 $ 2006 $ 1,109,825 1,064,834 - - 868,127 710,364 - - 3,523,949 2,649,614 - - (29,649) (95,903) - - Consolidated Group Parent Entity |
|
| 5,472,252 4,328,909 - - |
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
Note 14 Investments Accounted for Using the Equity Method
| Note 15(a) 16(b) Associated companies Interests in joint venture entities |
2007 $ 2006 $ 2007 $ 2006 $ 1,894,287 1,305,864 - - (475,887) 141,545 - - Parent Entity Consolidated Group |
|---|---|
| 1,418,400 1,447,409 - - |
Note 15 Associated Companies
Interests are held in the following associated companies
| Principal Activities Country of Incorporation Shares Paint Brush Manufacturer China Ordinary Paint Brush Manufacturer Indonesia Ordinary Garden Shed Supplier Australia Ordinary Garden Shed Supplier Australia Ordinary (a) Note Balance at beginning of the financial year 15(b) (b) (c) Adelaide Garden Shed Share of associate’s profit before income tax expense Non-current assets Current liabilities Current assets Share of associate’s profit after income tax Summarised Presentation of Aggregate Assets, Liabilities and Balance at end of the financial year Equity accounted profits of associates are broken down as follows: Other Share of associated company’s profit after income tax Net assets Non-current liabilities Total assets Revenues Total liabilities Profit after income tax of associates Performance of Associates Name PT Ace Oldfields Add: New investments during the year Tangshan Hengfeng Unlisted: Brisbane Garden Sheds Movements during the Year in Equity Accounted Investments in Associated Companies |
Principal Activities Country of Incorporation Shares Name |
Carrying Amount of Investment Ownership Interest |
|---|---|---|
| 2007 % 2006 % 2007 $ 2006 $ 37.00% 35.00% 788,481 - 49.00% 49.00% 1,081,185 1,294,552 50.00% 50.00% 18,400 8,646 50.00% 50.00% 6,221 2,667 1,894,287 1,305,865 2007 $ 2006 $ 2007 $ 2006 $ 1,305,864 1,218,807 - - 863,991 - - - (76,328) 89,642 - - (199,240) (2,585) - - Parent Entity Consolidated Group |
||
| 1,894,287 1,305,864 - - |
||
| (76,328) 89,642 |
||
| (76,328) 89,642 - - 2,783,598 2,723,089 - - 834,450 908,964 - - |
||
| 3,618,048 3,632,053 - - |
||
| 2,260,060 2,276,643 - - 66,345 49,545 - - |
||
| 2,326,405 2,326,188 - - |
||
| 1,291,643 1,305,865 - - |
||
| 5,204,992 5,538,219 - - |
||
| (76,328) 89,642 - - |
Note 16 Joint Venture
- (b) Interests in Joint Venture Entities Oldfields Holdings Limited has a 49.0% interest in the joint venture entity Enduring Enterprises [insert company name] incorporated in Australia, which is involved in transportation and storage The voting power held by Oldfields Holdings Limited is [insert percentage]
| (i) (ii) Total Assets Non-current Assets Balance at the end of the financial year Share of joint venture entity’s results and financial position: — additional investments made during year Balance at the beginning of the financial year Carrying amount of investment in joint venture entity: Current Assets — share of joint venture’s profit after income tax — dividends received Current Liabilities Non-current Liabilities 8 |
141,546 164,376 - - 194,930 56,011 - - (551,335) - - - (261,028) (78,842) - - |
|---|---|
| (475,887) 141,545 - - |
|
| 2007 $ 2006 $ 2007 $ 2006 $ 1,160,828 1,687,095 - - - - - - Parent Entity Consolidated Group |
|
| 1,160,828 1,687,095 - - |
|
| 958,554 1,374,707 - - - - - - |
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| Revenues Total Liabilities Profit after income tax Income tax expense Expenses Profit before income tax |
958,554 1,374,707 - - |
|---|---|
| 2,783,522 4,188,144 - - (2,588,592) (3,943,457) - - |
|
| 194,930 244,687 - - |
|
| 194,930 244,687 - - |
Note 17 Financial Assets
| Note 17(a) (a) — — — Available-for-sale financial assets Unlisted investments, at cost shares in associates shares in controlled entities shares in other corporations Total non-current available-for-sale financial assets CURRENT Available-for-sale financial assets Comprise: NON CURRENT |
Parent Entity Consolidated Group |
|---|---|
| 118,675 815,589 7,209,076 7,209,076 |
|
| 118,675 815,589 7,209,076 7,209,076 |
|
| - - 7,209,076 7,209,076 - 1,380 - - 118,675 814,209 - - |
|
| 118,675 815,589 7,209,076 7,209,076 |
Available-for-sale financial assets comprise investments in the ordinary issued capital of various entities. There are no fixed returns or fixed maturity date attached to these investments.
Note 18 Controlled Entities
(a) Controlled Entities Consolidated
| Country of Incorporation | Percentage | Owned (%)* | |
|---|---|---|---|
| Parent Entity: | 2007 | 2006 | |
| Oldfields Holdings Limited | Australia | ||
| Subsidiaries of Oldfields Holdings Limited: | |||
| Oldfields Pty Limited | Australia | 100.00% | 100.00% |
| Oldfields Access Pty Limited | Australia | 100.00% | 100.00% |
| Oldfields Administration Pty Limited | Australia | 100.00% | 100.00% |
| Oldfields International Pty Limited | Australia | 100.00% | 100.00% |
| Advantage Contracting Pty Limited | Australia | 100.00% | 100.00% |
| Advantage Scaffolding Pty Limited | Australia | 100.00% | 100.00% |
| Shed Holdings Pty Limited | Australia | 100.00% | 100.00% |
| Subsidiary of Oldfields Pty Limited: | |||
| Midco Pty Limited | Australia | 100.00% | 100.00% |
| Subsidiary of Oldfields Access Pty Limited: | |||
| Adelaide Scaffolding Solutions Pty Limited | Australia | 75.00% | 75.00% |
| Subsidiary of Oldfields Administration Pty Limited: | |||
| National Office Service Trust | Australia | 100.00% | 100.00% |
| Subsidiary of Oldfields International Pty Limited: | |||
| Oldfields ( NZ ) Limited | New Zealand | 100.00% | 100.00% |
| Oldfields Paint Application ( NZ ) Limited | New Zealand | 100.00% | 100.00% |
| Oldfields USA Incorporated | United States of America | 100.00% | 100.00% |
| Subsidiary of Shed Holdings Pty Limited: | |||
| Backyard Installations Pty Limited | Australia | 100.00% | 100.00% |
| Sheds Plus Pty Limited | Australia | 100.00% | 100.00% |
- Percentage of voting power is in proportion to ownership
(e) A deed of cross-guarantee between Oldfields Holdings Limited and its wholly owned subsidiaries was enacted during the financial year ended June 2001. An assumption deed include Advantage Scaffolding Pty Limited and Advantage Contracting Pty Limited was enacted during the financial year ended June 2004. An assumption deed to include Adelaide Scaffolding Solutions Pty Limited was enacted during the financial year ended June 2005. Relief has been obtained from preparing a financial report for Oldfields Pty Limited and Oldfields Access Pty Limited under ASIC Class Order (98/1418). Under the deed, Oldfields Holdings Limited guarantees to support the liabilities and obligations to Oldfields Pty Limited and other entities listed above being member of the closed group.
Note 19 Property, Plant and Equipment
| at cost Total Land Freehold land at: LAND AND BUILDINGS 9 |
2007 $ 2006 $ 2007 $ 2006 $ 1,347,528 200,000 - - Consolidated Group Parent Entity |
|---|---|
| 1,347,528 200,000 - - |
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| At cost Accumulated amortisation At cost Capitalised leased assets Plant and equipment: PLANT AND EQUIPMENT Accumulated amortisation Total Buildings Total Land and Buildings at cost Less accumulated depreciation Leasehold improvements Buildings at: Total Property, Plant and Equipment Total Leasehold Improvements Accumulated depreciation Leased plant and equipment Total plant and equipment |
1,227,397 154,054 - - (21,080) (8,898) - - |
|---|---|
| 1,206,317 145,156 - - |
|
| 2,553,845 345,156 - - |
|
| 13,558,676 12,688,597 - - (3,605,721) (3,622,413) - - |
|
| 9,952,955 9,066,184 - - |
|
| 241,086 232,696 - - (61,386) (31,226) - - |
|
| 179,700 201,470 - - |
|
| 1,879,544 1,717,182 - - (886,236) (631,764) - - |
|
| 993,308 1,085,418 - - |
|
| 11,125,963 10,353,072 - - |
|
| 13,679,808 10,698,228 - - |
The group’s land and buildings were revalued at 30 June 2007 by independent valuers. Valuations were made on the basis of open market value. The revaluation surplus net of applicable deferred income taxes was credited to an asset revaluation reserve in shareholders’ equity.
(a) Movements in Carrying Amounts
Movements in carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.
| Consolidated Group: Disposals Disposals Balance at 1 July 2005 Additions Balance at 30 June 2006 Reclassify Depreciation expense Revaluation increments / (decrements) Depreciation expense Balance at 30 June 2007 Additions |
Freehold Land $ Buildings $ Leasehold Improvements $ Plant and Equipment $ Leased Plant and Equipment $ Total $ 200,000 148,237 16,728 7,666,282 1,288,826 9,320,073 - - 204,148 2,075,735 306,983 2,586,866 - - - (28,523) (46,016) (74,539) - - - 155,995 (155,995) - - (3,081) (19,406) (803,305) (308,380) (1,134,172) |
|---|---|
| 200,000 145,156 201,470 9,066,184 1,085,418 10,698,228 |
|
| 2,810,000 1,084,306 - 1,896,070 369,382 6,159,758 - - - (114,673) (52,193) (166,866) - 701,525 - - - 701,525 - (17,569) (21,770) (894,626) (409,299) (1,343,264) |
|
| 3,010,000 1,913,418 179,700 9,952,955 993,308 16,049,381 |
Note 20 Investment Property
| Balance at end of year Fair value adjustments Acquisitions Balance at beginning of year |
2007 $ 2006 $ 2007 $ 2006 $ - - - - 1,779,926 - - - 589,647 - - - Consolidated Group Parent Entity |
|---|---|
| 2,369,573 - - - |
The fair value model is applied to all investment property. Investment properties are independently revalued annually. Values are based on an active liquid market value and are performed by a registered independent valuer.
Note 21 Intangible Assets
| (Accumulated amortisation) Software Net Carrying value |
2007 $ 2006 $ 2007 $ 2006 $ 337,911 241,711 - - (224,625) (69,605) - - Consolidated Group Parent Entity |
|---|---|
| 113,286 172,106 - - |
10
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| Goodwill Net carrying value Total intangibles Net carrying value Trademarks and licences Cost Net carrying value Cost Development costs Accumulated amortisation and impairment Accumulated amortisation and impairment |
1,367,683 952,228 - - |
|---|---|
| 1,367,683 952,228 - - |
|
| 189,447 204,891 - - - (15,140) - - |
|
| 189,447 189,751 - - |
|
| (35,701) - - - |
|
| (35,701) - - - |
|
| 1,634,715 1,314,085 - - |
Intangible assets, other than goodwill have finite useful lives. The current amortisation charges in respect of intangible assets are included under depreciation and amortisation expense per the income statement. Goodwill has an infinite life.
Note 22 Other Assets
| CURRENT Prepayments |
2007 $ 2006 $ 2007 $ 2006 $ 984,857 1,029,892 - - Consolidated Group Parent Entity |
|---|---|
| 984,857 1,029,892 - - |
Note 23 Trade and Other Payables
| Note — — other related parties Unsecured liabilities CURRENT wholly-owned subsidiaries Sundry payables and accrued expenses Trade payables Amounts payable to: |
2007 $ 2006 $ 2007 $ 2006 $ 3,080,325 2,861,707 - - 2,861,976 1,293,666 32,621 23,987 - - 909,345 914,293 266,301 356,536 - - Consolidated Group Parent Entity |
|---|---|
| 6,208,602 4,511,909 941,966 938,280 |
Note 24 Financial Liabilities
| Note 24(a),(c) 24(a),(d) 24(a),(d) (a) Hire Purchase liability Bank overdraft Bank loan Lease liability Other related party Bank loans Bank overdrafts Bank loans Secured liabilities Total current and non-current secured liabilities: CURRENT Other NON-CURRENT Other related party Hire Purchase liability Lease liability Hire Purchase liability Lease liability 11 |
2007 $ 2006 $ 2007 $ 2006 $ - - - - Parent Entity Consolidated Group |
|---|---|
| - - - - |
|
| 1,194,887 1,639,852 - - 749,226 708,834 - - 22,579 134,319 - - 406,881 456,300 - - |
|
| 2,373,573 2,939,305 - - |
|
| 299,750 299,750 - - 6,770,096 3,551,163 - - 63,011 7,728 - - 755,585 627,502 - - |
|
| 7,888,442 4,486,143 - - |
|
| 2007 $ 2006 $ 2007 $ 2006 $ 1,194,887 1,639,852 - - 7,519,322 4,259,997 - - 85,590 142,047 - - 1,162,466 1,083,802 299,750 299,750 - - Parent Entity Consolidated Group |
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
10,262,015 7,425,448 - -
Note 25 Tax
| Consolidated Group Parent Entity - Impairment Deferred Tax Assets Balance as at 30 June 2007 - Impairment Accruals Losses Balance as at 30 June 2006 Property, Plant and Equipment Losses NZ Subsidiary interest expense Leases - Tax Allowance Tangible Assets Revaluation Deferred Tax Liability Property, Plant and Equipment Liabilities CURRENT Balance as at 30 June 2007 Accruals Income Tax NZ Subsidiary interest expense - Impairment Other Losses NON-CURRENT Property, Plant and Equipment Prepayment Provisions Transaction costs on equity issue Provisions Transaction costs on equity issue Other Other Other NZ Subsidiary interest expense Losses Property, Plant and Equipment - Impairment Other Deferred Tax Assets Balance as at 30 June 2007 NZ Subsidiary interest expense Accruals Accruals Balance as at 30 June 2006 Provisions Property, Plant and Equipment Transaction costs on equity issue Provisions Transaction costs on equity issue |
2007 $ 2006 $ 2007 $ 2006 $ 110,425 110,845 5,015 5,015 Opening Balance Charged to Income Charged directly to Equity Changes in Tax Rate Exchange Differences Closing Balance $ $ $ $ $ $ - 164,226 164,226 - 178,510 178,510 - 21,907 21,907 - 27,375 27,375 - 27,468 27,468 Consolidated Group Parent Entity |
|---|---|
| - 419,486 - - - 419,486 |
|
| 222,362 222,362 12,808 12,808 46,501 46,501 6,612 6,612 594,934 594,934 50,285 50,285 58,160 58,160 |
|
| - 991,662 - - - 991,662 |
|
| 222,362 142,683 365,045 12,808 (3,942) 8,866 46,501 (28,051) 18,450 6,612 15,907 22,519 594,934 (249,269) 345,665 50,285 (4,949) 45,336 58,160 58,160 |
|
| 991,662 (127,621) - - - 864,041 |
|
| Opening Balance Charged to Income Charged directly to Equity Changes in Tax Rate Exchange Differences Closing Balance $ $ $ $ $ $ 222,362 222,362 12,808 12,808 46,501 46,501 6,612 6,612 211,014 211,014 50,285 50,285 58,160 58,160 |
|
| - 607,742 - - - 607,742 |
|
| 222,362 142,683 365,045 12,808 (3,942) 8,866 46,501 (28,051) 18,450 6,612 2,624 9,236 211,014 134,651 345,665 50,285 (4,949) 45,336 58,160 58,160 |
|
| 607,742 243,016 - - - 850,758 |
12
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
Note 26 Provision for Long-term Employee Benefits
| CURRENT Analysis of Total Provisions Non-current Amounts used Additional provisions raised during year Balance at end of the year NON CURRENT Current Additional provisions raised during year Opening balance at beginning of year Employee Entitlements Amounts used Balance at end of the year Opening balance at beginning of year Employee Entitlements |
2007 2006 2007 2006 Consolidated Group Parent Entity |
|---|---|
| 911,452 826,903 - - 527,361 421,369 - - (356,714) (336,820) - - |
|
| 1,082,099 911,452 - - |
|
| 2007 2006 2007 2006 112,149 114,405 - - 114,525 76,153 - - (111,139) (78,409) - - Parent Entity Consolidated Group |
|
| 115,535 112,149 - - |
|
| 2007 $ 2006 $ 2007 $ 2006 $ 1,082,099 911,452 - - 115,535 112,149 - - Consolidated Group Parent Entity |
|
| 1,197,634 1,023,601 - - |
Provision for Employee Entitlements
A provision has been recognised for employee entitlements relating to long service leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits has been included in Note 1 to this report.
Note 28 Issued Capital
| (a) — — — — — 11-Jul-05 11,925,407 ( 2006 : 11,718,313) fully paid ordinary shares At reporting date 22-Dec-06 15-Jun-07 At the beginning of reporting period Shares issued during year Ordinary Shares 31-May-06 25-May-07 |
2007 $ 2006 $ 2007 $ 2006 $ 9,927,730 9,714,143 9,927,730 9,714,143 Consolidated Group Parent Entity |
|---|---|
| 9,927,730 9,714,143 9,927,730 9,714,143 |
|
| 2007 2006 2007 2006 No. No. No. No. 11,718,313 10,406,374 11,718,313 10,406,374 1,300,797 1,300,797 11,142 11,142 43,390 43,390 92,592 92,592 71,112 71,112 Parent Entity Consolidated Group |
|
| 11,925,407 11,718,313 11,925,407 11,718,313 |
Date of issue as per above.
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held
At the shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands
-
(d) Options
-
(i) For information relating to the Oldfields Holdings Limited employee option plan, including details of options issued, exercised and lapsed during the financial year and the options outstanding at year-end. Refer to Note 34: Share-based Payments.
-
(ii) For information relating to share options issued to key management personnel during the financial year. Refer to Note 34: Share-based Payments.
Note 29 Reserves
(a) Foreign Currency Translation Reserve
13
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary
Note 30 Capital and Leasing Commitments
| Note (a) 24 (b) Non-cancellable operating leases contracted for but not capitalised in the financial statements — not later than 12 months Operating Lease Commitments Payable — minimum lease payments — between 12 months and 5 years Present value of minimum lease payments Minimum lease payments Finance Lease Commitments Less future finance charges — greater than 5 years — greater than 5 years — between 12 months and 5 years — not later than 12 months Payable — minimum lease payments |
2007 $ 2006 $ 2007 $ 2006 $ 486,446 660,545 - - 761,610 708,013 - - Consolidated Group Parent Entity |
|---|---|
| 1,248,056 1,368,558 - - (164,925) (142,709) |
|
| 1,083,131 1,225,849 - - |
|
| 2007 $ 2006 $ 2007 $ 2006 $ 824,820 825,095 - - 536,596 536,596 - - Consolidated Group Parent Entity |
|
| 1,361,416 1,361,691 - - |
The property lease is a non-cancellable lease with a five-year term, with rent payable monthly in advance. Contingent rental provisions within the lease agreement require the minimum lease payments shall be increased by the lower of CPI or 5.0% per annum. An option exists to renew the lease at the end of the five-year term for an additional term of five years. The lease allows for subletting of all lease areas.
Note 32 Segment Reporting
| Acquisitions of non current segment assets Investments accounted for using the equity method Other non-cash segment expenses tax Profit after income tax LIABILITIES OTHER Share of net profits of associates and joint venture entities REVENUE Depreciation and amortisation of segment assets ASSETS Segment assets Segment liabilities Segment result Other segments External Sales Primary Reporting — Income tax expense Total sales revenue RESULT |
2007 $ 2006 $ 2007 $ 2006 $ 2007 $ 2006 $ 2007 $ 2006 $ - - 20,543,498 18,093,882 14,824,352 12,709,572 35,367,850 30,803,454 - - 893,181 132,754 281,610 167,161 1,174,791 299,915 Manufacturing Wholesaling Economic Entity Scaffolding Business Segments |
|---|---|
| - - 21,436,679 18,226,636 15,105,962 12,876,733 36,542,641 31,103,369 1,279,898 683,944 912,085 703,717 2,191,983 1,387,661 |
|
| 118,602 334,229 2,310,585 1,721,890 (657,022) (512,666) 1,653,563 1,209,224 1,869,666 1,294,552 14,510,288 10,402,753 14,898,742 14,397,064 31,278,696 25,888,264 |
|
| - - 5,410,497 1,858,888 12,787,665 11,212,915 18,198,162 13,071,803 1,081,185 1,294,552 337,215 152,858 - - 1,418,400 1,447,410 - - 4,403,430 927,611 1,756,328 1,139,702 6,159,758 2,067,313 - - 530,369 444,123 812,895 690,049 1,343,264 1,134,172 - - 416,337 338,863 225,549 93,848 641,886 432,711 |
14
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| Australia Secondary Reporting — Geographical Segments South East Asia New Zealand Geographical location: |
2007 $ 2006 $ 2007 $ 2006 $ 2007 $ 2006 $ 36,542,641 31,103,369 26,389,088 21,821,199 6,159,758 2,067,313 - - 2,817,668 2,460,125 - - - - 2,071,940 1,606,940 - - Segment Revenues from External Customers Acquisitions of Non-current Segment Assets Carrying Amount of Segment Assets |
|---|---|
| 36,542,641 31,103,369 31,278,696 25,888,264 6,159,758 2,067,313 |
Accounting Policies
Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally of cash, receivables, inventories, intangibles and property, plant and equipment, net of allowances and accumulated depreciation and amortisation. While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities consist principally of payables, employee benefits, accrued expenses, provisions and borrowings. Segment assets and liabilities do not include deferred income taxes.
Intersegment Transfers
Segment revenues, expenses and results include transfers between segments. The prices charged on intersegment transactions are the same as those charged for similar goods to parties outside of the consolidated group at an arm's length. These transfers are eliminated on consolidation.
Business and Geographical Segments
Business segments g p g
segments:
Manufacturing division manufactures paint application used in the building and general hardware business.
-
Wholesale division sells paint application products, painters tools, associated products and garden sheds to the paint and hardware industry.
-
Scaffolding construction and hire division manufactured scaffolding equipment for both sales and hire to the building and construction industry in NSW, Victoria, Queensland, South Australia and Western Australia.
Geographical segments
The economic entity's business segments are located in Australia, with the manufacturing and distribution division also having operations in New Zealand and South East Asia.
Note 33 Cash Flow Information
| (a) Cash flow from operations Increase/(decrease) in non-current assets Increase/(decrease) in provisions Share of joint venture entity net profit after income tax and dividends Increase/(decrease) in deferred taxes payable Increase/(decrease) in trade payables and accruals (Increase)/decrease in inventories (Increase)/decrease in trade and term receivables Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries (Increase)/decrease in prepayments Net gain on disposal of property, plant and equipment Depreciation Amortisation Non-cash flows in profit after Income Tax Profit after income tax Reconciliation of Cash Flow from Operations with Profit |
2007 $ 2006 $ 2007 $ 2006 $ 1,653,563 1,209,224 970,000 (313) - 4,680 - - 1,343,264 1,129,560 - - 105,095 18,826 - - (118,602) (334,229) - - (86,486) (932,067) (231,782) (1,144,894) (42,507) (122,705) - - (1,143,343) 281,034 - - 5,345,466 2,489,947 (495,544) 658,963 (4,818,238) (1,941,593) (243,016) 580,573 419,486 (94,873) - (94,873) 174,033 82,293 - - Consolidated Group Parent Entity |
|---|---|
| 2,831,731 1,790,097 (342) (544) |
(b) Acquisition of Entities
There were no entities acquired during the period.
Note 34 Share-based Payments
Refer Note 6 (b)
15
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
Note 35 Events After the Balance Sheet Date
See Operation Report.
Note 36 Related Party Transactions
| Consolidated | Group | Parent Entity | Parent Entity | |||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |||
| $ | $ | $ | $ | |||
| Transactions between related parties are on normal commercial terms and | ||||||
| conditions no more favourable than those available to other parties unless | ||||||
| otherwise stated. | ||||||
| Transactions with related parties: | ||||||
| (a) | Controlled Entities | |||||
| Purchases from Enduring Enterprises comprising of Paint Brushes and | ||||||
| Rollers. | 1,815,110 | 2,010,293 | - | - | ||
| (b) | Associated Companies | |||||
| Sale to Backyard Installations Pty Limited comprising Garden Sheds and | ||||||
| Sheds Components. | 724,172 | 615,975 | - | - | ||
| Sale to Sheds Plus Pty Limited comprising Garden Sheds and Sheds | ||||||
| Components. | 392,671 | 443,885 | - | - | ||
| Sale to Brisbane Garden Sheds Pty Limited comprising Garden Sheds and | ||||||
| Sheds Components. | 649,529 | 578,073 | - | - | ||
| Sale to Adelaide Garden Sheds Pty Limited comprising Garden Sheds and | ||||||
| Sheds Components. | 34,133 | 31,031 | - | - | ||
| Sales to Adelaide Scaffolding Solutions Pty Limited comprising Scaffold | ||||||
| Equipment. | 716,671 | 204,478 | - | - | ||
| Sale to Oldfields Trading S.A. comprising Garden Sheds and Sheds | ||||||
| Components. | - | 108,807 | - | - | ||
| Loans outstanding under normal commercial terms and conditions by | ||||||
| Concrete Pumping Systems Pty Limited. | 15,895 | 11,825 | - | - | ||
| Accounts Receivable outstanding from Oldfields Trading S.A. | - | 36,581 | - | - | ||
| (c) | Directors related Entities | |||||
| Rent paid to 8 Farrow Road Pty Limited owned by John R Westwood. | 445,470 | 432,566 | - | - |
Note 37 Financial Instruments
- (a) Financial Risk Management
The group’s financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable, loans to and from subsidiaries, bills, leases, preference shares, and derivatives.
The main purpose of non-derivative financial instruments is to raise finance for group operations. Derivatives are used by the group for hedging purposes. Such instruments include forward exchange and currency option contracts and interest rate swap agreements. The group does not speculate in the trading of derivative instruments.
(ii) Financial Risks
The main risks the group is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk, credit risk and price risk.
Interest rate risk
Interest rate risk is reviewed by executives on a regular basis to determine whether the company has a material exposure. Under the current economic conditions, the executives view that there is no immediate need to establish a mixture of fixed and floating debt rate. The executives are committed to minimising any interest rate risk through continual assessment of market volatility.
Liquidity risk
The group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate unutilised borrowing facilities are maintained.
Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements.
Credit risk for derivative financial instruments arises from the potential failure by counterparties to the contract to meet their obligations. The credit risk exposure to forward exchange contracts and interest rate swaps is the net fair value of these contracts as disclosed in Note 37.
The consolidated group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the consolidated group.
(ii) Interest Rate Risk
16
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
The consolidated group's exposure to interest rate risk, which is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:
| Fixed Interest | Rate Maturing | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Weighted Average Effective | Floating Interest Rate | Within Year | 1 to | 5 years | ||||||
| Interest Rate | $ | $ | $ | |||||||
| 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | |||
| Financial Liabilities: | ||||||||||
| Bank Overdrafts | 9.20% | 9.49% | 1,194,887 | 1,639,852 | ||||||
| Bank Loans | 8.85% | 7.50% | - | - | 749,228 | 708,834 |
6,770,096 |
3,551,163 |
||
| Liabilities | 8.55% | 7.95% | - | - | 406,881 | 456,300 |
755,585 |
627,502 |
||
| Lease liabilities | 8.55% | 7.95% | - | - | 22,579 | 134,319 |
63,011 |
7,728 |
||
| Liabilities | 1,194,887 | 1,639,852 | 1,178,688 | 1,299,453 |
7,588,692 |
4,186,393 | ||||
| Fixed Interest Rate Maturing | ||||||||||
| Over | 5 | Years | Non-interest Bearing | Total | ||||||
| $ | $ | $ | ||||||||
| 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | |||||
| Financial Assets: | ||||||||||
| Cash and cash | ||||||||||
| equivalents | - | - | 196,812 | 809,412 |
196,812 |
809,412 |
||||
| Receivables | - | - | 4,317,823 | 4,102,149 |
4,317,823 |
4,102,149 |
||||
| Investments | - | - | - | 1,380 | - |
1,380 | ||||
| Total Financial Assets | - | - | 4,514,635 | 4,912,941 |
4,514,635 |
4,912,941 |
||||
| Financial Liabilities: | ||||||||||
| Bank loans and | ||||||||||
| overdrafts | 1,194,887 | 1,639,852 |
||||||||
| Bills of exchange and | ||||||||||
| promissory notes | 7,519,324 | 4,259,997 |
||||||||
| Debentures | 1,162,466 | 1,083,802 |
||||||||
| Lease liabilities | 85,590 | 142,047 |
||||||||
| Total Financial | ||||||||||
| Liabilities | - | - | - | - | 9,962,267 | 7,125,698 |
(iii) Net Fair Values The net fair values of:
-
Term receivables and government and fixed interest securities and bonds are determined by discounting the cash flows, at the market interest rates of similar securities, to their present value.
-
Listed investments have been valued at the quoted market bid price at balance date adjusted for transaction costs expected to be incurred. For unlisted investments where there is no organised financial market the net fair value has been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment
-
Debentures, bills of exchange and promissory notes which are traded on organised financial markets, are based on the quoted market offer price at balance date adjusted for transaction costs expected to be incurred.
-
Other loans and amounts due are determined by discounting the cash flows, at market interest rates of similar borrowings to their present value.
-
Forward exchange contracts are the recognised unrealised gain or loss at balance date determined from the current forward exchange rates for contracts with similar maturities.
-
Interest rate swaps are the present value of the future net interest cash flows.
-
Other assets and other liabilities approximate their carrying value.
No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments, forward exchange contracts and interest rate swaps.
Financial assets where the carrying amount exceeds net fair values have not been written down as the consolidated group intends to hold these assets to maturity.
Aggregate net fair values and carrying amounts of financial assets and financial liabilities at balance date
| Avaliable for sale of Financial Assets Cash and cash equivalent Receivables Bank Loans Hire Purchase Liabilities Trade and Sundry Creditors Bank Overdrafts 17 |
Carrying Amount $ Net Fair Value $ Carrying Amount $ Net Fair Value $ 196,812 196,812 809,412 809,412 4,317,823 4,317,823 4,102,149 4,102,149 1,380 1,380 2007 2006 |
|---|---|
| 4,514,635 4,514,635 4,912,941 4,912,941 |
|
| Carrying Amount $ Net Fair Value $ Carrying Amount $ Net Fair Value $ 1,194,887 1,194,887 1,639,852 1,639,852 7,519,324 7,519,324 4,259,997 4,259,997 6,208,602 6,208,602 4,811,659 4,811,659 1,162,466 1,162,466 1,083,802 1,083,802 2006 2007 |
OLDFIELDS HOLDINGS LIMITED ABN: 02 000 307 988 AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
Finance Lease Liabilities
| 85,590 | 85,590 | 142,047 | 142,047 |
|---|---|---|---|
| 16,170,869 | 16,170,869 | 11,937,357 | 11,937,357 |
Note 40 Company Details
The registered office of the company is: Oldfields Holdings Limited 8 Farrow Road CAMPBELLTOWN NSW 2560
The principal places of Oldfields Holdings Limited are: Oldfields Pty Limited 8 Farrow Road CAMPBELLTOWN NSW 2560
18