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OLDFIELDS HOLDINGS LIMITED Interim / Quarterly Report 2016

Feb 25, 2016

65490_rns_2016-02-25_c2a973b6-12a8-4517-88cd-651fe05f496b.pdf

Interim / Quarterly Report

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OLDFIELDS HOLDINGS LIMITED

ABN: 92 000 307 988

APPENDIX 4D

HALF-YEAR REPORT

FOR THE HALF-YEAR ENDED 31 DECEMBER 2015

APPENDIX 4D

HALF-YEAR REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2015

1) Company details

Name of entity: Oldfields Holdings Limited ABN: 92 000 307 988 Reporting period: For the half-year ended 31 December 2015 Previous period: For the half-year ended 31 December 2014

2) Results for announcement to the market

Dec-15
$'000
Dec-14
$'000
Movement Up / (Down) Movement Up / (Down)
$'000 %
Revenues from ordinary activities
15,036
13,672
1,364
10.0%
Profit/(loss) from ordinary activities after tax attributable to the owners
36
(429)
465
108.4%
Profit/(loss)after tax attributable to members of theparent entity
(110)
(542)
432
79.7%

The Group’s net profit after tax has increased to $36,000 for the six months ended 31 December 2015 compared to a $429,000 loss in 2014. This was due to improved strategies to market as well as the contribution from large one-off type orders from current and new customers. It is expected that the second half will not be as strong as the first half as the Group's trading is traditionally weaker in the second half and it is unlikely to again benefit from such large additional one-off orders. The growth in the scaffolding division is expected to continue while the consumer division is also likely to be weaker due to uncertainties within the home improvement retail market.

3) Review of operations and financial results

Refer to the accompanying Half-Year Financial Report for Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows.

Also refer to the Directors' Report in the accompanying Half-Year Financial Report for details on the result, including segment information and operating performance for the half-year ended 31 December 2015.

4) Dividends

No dividends have been paid or proposed during the half-year to members of Oldfields Holdings Limited.

5) Net tangible assets per security

Dec-15
Cents per Share
Dec-14
Cents per Share
Net assets per security
5.863
6.801
Net tangible asset backing per ordinarysecurity
4.780
5.549

6) Control gained or lost over entities

There was no control gained or lost over entities by the Group during the reporting period.

7) Details of associates and joint venture entities

The Group had no investment in associates and joint ventures during the reporting period.

8) Review status

The Oldfields Holdings Limited Half-Year Financial Report for the Period Ended 31 December 2015 has been subject to review by our external auditors. A copy of the Independent Review Report to the Owners of Oldfields Holdings Limited is included in the accompanying Half-Year Report.

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Gregory John Park (Company Secretary)

Dated: 26 February 2016

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Honouring the Past Treasuring the Present Shaping the Future

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CONTENTS
Page
Directors' Report 2
Auditor's Independent Declaration 5
Half-Year Financial Report 6
Directors' Declaration 16
Independent Auditor's Review Report 17
Corporate Directory 19

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

1

DIRECTORS' REPORT

Your Directors present their report on the consolidated entity (referred to herein as the "Group") consisting of Oldfields Holdings Limited (referred to hereafter as the "company" or "parent entity") and its controlled entities for the half-year ended 31 December 2015.

Directors

The names and details of the directors of Oldfields Holdings Limited during the half-year and until the date of this report are set out below. Directors were in office for this entire period unless otherwise stated.

Name: Tony Joseph Grima
Title:
Executive Director and Chief Executive Officer
Name: William Lewis Timms
Title:
Non-executive Director and Chairman
Name: Stephen Charles Hooper
Title:
Non-executive Director

Principal Activities

The principal activities of the Group during the period were:

  • manufacturing, importing and marketing of paint brushes, paint rollers, painter's tools and accessories;

  • manufacturing and marketing garden sheds and outdoor storage systems;

  • manufacturing, importing and marketing of scaffolding and related equipment; and

  • hire and erection of scaffolding and related equipment.

The majority of operations are conducted in Australia.

Review of Operations and Financial Results

Operating Results

Net operating profit for the Group after providing for income tax amounted to $36,000 for the half-year ended 31 December 2015 (2014: Loss $429,000).

Earnings before interest, tax, depreciation and amortisation ("EBITDA") is a financial measure which is not prescribed by Australian Accounting Standard ("AAS") and represents the profit under AAS adjusted for specific non cash and significant items. The Directors consider EBITDA to reflect the core earnings of the Group. The following table summarises the key reconciling items between statutory profit/(loss) before income tax attributable to the shareholders of the Group and EBITDA.

Dec-15
$'000
Dec-14
$'000
Dec-13
$'000
Dec-12
$'000
225
(305)
(69)
31
519
636
582
510
199
229
232
144
2
-
-
-
127
114
101
-
Profit/(loss) before income tax
Depreciation and amortisation expense
Net finance costs
Unrealised foreign exchange losses
Revaluation of deferred senior loan note
1,072
674
846
685
EBITDA

The Group's revenue from continuing operations for the half-year ended 31 December 2015 was $15,036,000 (2014: $13,672,000), which increased by 10.0% compared with prior year. Both consumer products and scaffolding divisions performed well in the first half and benefited from improved strategies to market as well as large one-off type orders from current and new customers. Revenue increased by 5.9% in the consumer division and 12.6% in the scaffold division. We expect second half revenue not to be as strong as the first half as the second half is traditionally weaker and we are unlikely to see the repeat of such large one-off additional orders. Growth in construction and housing is expected to continue to support the scaffold division while the consumer division is likely to be weaker due to uncertainties within the home improvement retail market.

The Group’s net profit after tax was $36,000 (2014: Loss $429,000). Due to intense competition across all divisions, cost increases from suppliers in Asia primarily driven by labour cost increases and the continued devaluation of the AUD, the Group’s gross profit decreased from 48.9% in 2014 to 46.6% in 2015. The consolidated EBITDA however increased from $674K for the six months ended 31 December 2014 to $1,072K for the six months ended 31 December 2015, which is an increase of 59.1%.

The Group has continued to make investments in improving new products to market in both divisions, improving in-store presence in national hardware retailers, and increasing awareness to improve revenue generation. These initiatives will continue in 2016 and are expected to support future growth of the business.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

2

DIRECTORS' REPORT (continued)

Operating Results (continued)

Net cash provided by operating activities was $555,000 for the six months ended 31 December 2015, compared to $528,000 for the six months ended 31 December 2014. Improving operating cash flow continues to be a major focus for the Group as well as an increased emphasis on improving revenue growth, margins and reduction of operating costs.

Review of Operations

(i) Consumer Products - Paint Applications and Outdoor Storage Solutions

Revenue for the consumer division increased by 5.9% compared with the prior period mainly due to improved sales-driven strategies and activities, improved trade based marketing promotions and large one-off orders in the first half of FY16. The challenge remains in this segment to continue to drive innovation, stronger sales and promotional activities and adapting to the changing landscape of the industry. Revenue from the more traditional paint specialist market has continued to be challenged by the strong growth in the DIY channel.

The focus over the past six months in the consumer division has been setting strategies specific to key customer accounts and an executional focus to deliver better top line and bottom line growth. We are still engaged in consolidating and rationalising the product portfolio and continue to update packaging. Improvements have also been made to ensure that the supply chain is efficient with a strong focus on removal of costs and inefficiencies with an emphasis on ensuring customer expectations are being met with the improvement of lead times. In addition, we have made several senior new sales appointments which we believe have helped to grow the business and should continue to drive enhanced strategies to market.

(ii) Scaffolding Division

The increase in the building industry has supported growth in the scaffold division for the six months ended 31 December 2015 as revenues increased by 12.6% compared to the previous period. Growth has been experienced in many sectors of the market and the division also benefited from a number of sizeable one-off orders. Despite a slight decrease in gross profit margins caused by increasing competition from imported products, the division significantly improved its EBITDA in the first half of FY16. This was achieved by improving labour utilisation on scaffolding services and further benefits of the consolidation and relocation of branches which was completed towards the end of FY15.

From the consolidation and relocation process we again benefited from new locations where there was better access to construction based activity and we were able to further reduce costs and improve efficiency levels. In addition, newer premises have been selected in highly populated areas to renew the division’s image, encourage growth, and enhance brand recognition for the Group. The focus now turns to improving and simplifying our processes to further streamline our operation.

International sales also increased compared with the prior year as the customer base expanded. This is expected to continue in the remainder of FY16 and new market opportunities continued to be investigated. The scaffold manufacturing operation in China continued to operate strongly during the period and is well positioned to support the expected growth of this division in the second half of FY16 and beyond.

Financial Position

The net assets of the Group have decreased by $73,000 from $4,891,000 at 30 June 2015 to $4,818,000 at 31 December 2015.

A key area of focus for the second half of 2016 will be to concentrate on profitable growth opportunities to improve the net asset position of the Group.

Outlook

Profitable growth across all divisions remains a major focus for the second half of the financial year. Opportunities for product development and innovation will continue to be investigated, along with potential expansion of the Groups' customer base. Costs will continue to be vigilantly monitored and strategies for further savings will continue to be explored. The Group has the objective of the further reduction in overall debt.

During the month of January 2016, the Board was made aware of a major customer announcement regarding its intention to divest itself from its home improvements activities. Whilst it is unclear at this stage as to what the full impact of this announcement on the Group’s business will be, an action plan exist to mitigate potential costs and maximise related business opportunities. The Directors will continue to monitor the situation closely and will make an announcement in due course should it be necessary.

Significant Changes in State of Affairs

There have been no significant changes in the state of affairs during or since the half-year ending 31 December 2015.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

3

DIRECTORS' REPORT (continued)

Dividends

Since the start of the financial year, no dividends have been paid or declared by Oldfields Holdings Limited.

Events after the Reporting Period

The Group's banker has confirmed credit approval for the extension of the current banking facility to 31 August 2017.

Other than the above, no other significant events have occurred since 31 December 2015.

Rounding

Oldfield's Holdings Limited is a type of Company referred to in ASIC Class Order 98/100 and therefore the amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable), or in certain cases, to the nearest dollar under the option permitted in the class order.

Auditor's Independence Declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporation Act 2001 is set out on the following page.

This Director's Report is signed in accordance with the resolution of the Board of Directors.

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Tony Joseph Grima

Dated: 26 February 2016

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

4

Tel: +61 2 9251 4100 Level 11, 1 Margaret St Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia

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DECLARATION OF INDEPENDENCE BY IAN HOOPER TO THE DIRECTORS OF OLDFIELDS HOLDINGS LIMITED

As lead auditor for the review of Oldfields Holdings Limited for the half-year ended 31 December 2015, I declare that, to the best of my knowledge and belief, there have been:

  1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the review; and

  2. No contraventions of any applicable code of professional conduct in relation to the review.

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

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Ian Hooper Partner

BDO East Coast Partnership

Sydney, 26 February 2016

BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

5

HALF-YEAR FINANCIAL REPORT

Financial Statements

Financial Statements
Page
Consolidated Statement of Profit or Loss and Other Comprehensive Income 7
Consolidated Statement of Financial Position 8
Consolidated Statement of Changes in Equity 9
Consolidated Statement of Cash Flows 10

Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
Page Page
1. Summary of Significant Accounting Policies 11 5. Earnings Per Share 14
2. Cash and Cash Equivalents 11 6. Commitments & Contingencies 14
3. Fair Value Measurements 11 7. Events after the Reporting Period 15
4. Segment Information 13

General Information

The interim financial report includes the consolidated financial statements for Oldfields Holdings Limited (the ultimate parent entity) and its controlled entities ("Oldfields" or the "Group"). The interim financial report is presented in Australian dollars, which is Oldfields Holdings Limited's functional and presentation currency.

The interim financial report consists of the financial statements , notes to the financial statements and the directors' declaration.

Oldfields Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is :

8 Farrow Road Campbelltown, NSW, 2560, Australia

A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the interim financial report. The interim financial report was authorised for issue with a resolution of Directors on 26 February, 2016. The Directors have the power to amend and reissue the interim financial report.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

6

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAD ENDED 31 DECEMBER 2015

Dec-15
$'000
Dec-14
$'000
15,036
13,672
(8,029)
(6,986)
Sales revenue
Cost of sales
7,007
6,686
38
43
(4,128)
(4,343)
(170)
(209)
(810)
(731)
(1,387)
(1,400)
(198)
(237)
(127)
(114)
Distribution expenses
Marketing expenses
Revaluation of deferred senior loan note derivative component
Finance costs
Gross profit
Occupancy expenses
Administrative expenses
Other income
Expenses:
Other expenses from ordinary activities:
225
(305)
(189)
(124)
Profit/(loss) before income tax
Tax expense
36
(429)
Netprofit/(loss) for theperiod
Other comprehensive income:
Items that will be reclassified subsequently to profit or loss when specific conditions are met:
Fair value gains on cash flow hedges (effective portion), net of tax
(30)
13
Exchange differences on translatingforeign operations,net of tax
(3)
39
Other comprehensive income for theperiod, net of tax
(33)
52
Total comprehensive income for theperiod
3
(377)
Net profit/(loss) for the period attributable to:
Members of the parent entity
(110)
(542)
Non-controllinginterest
146
113
Total netprofit/(loss) for theperiod
36
(429)
Comprehensive income attributable to:
Members of the parent entity
(143)
(490)
Non-controllinginterest
146
113
Total comprehensive income for theperiod
3
(377)
Note Cents Cents
Earnings per share from continuing operations attributable to members of the parent entity:
Basic loss per share
5 (c)
(0.133)
(0.660)
Diluted lossper share
5(c)
(0.133)
(0.660)

The above statement should be read in conjunction with the accompanying notes.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

7

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2015

Dec-15
$'000
Jun-15
$'000
ASSETS
CURRENT ASSETS
Cash and cash equivalents
726
820
Trade and other receivables
3,688
3,850
Inventories
4,940
3,987
Derivative financial instruments
-
19
TOTAL CURRENT ASSETS
9,354
8,676
NON-CURRENT ASSETS
Property, plant and equipment
6,270
6,516
Intangible assets
890
900
TOTAL NON-CURRENT ASSETS
7,160
7,416
TOTAL ASSETS
16,514
16,092
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
3,380
2,728
Borrowings
3,808
1,863
Current tax liabilities
106
39
Employees benefit obligations
765
844
Derivative financial instruments
11
-
TOTAL CURRENT LIABILITIES
8,070
5,474
NON-CURRENT LIABILITIES
Borrowings
1,181
3,431
Deferred tax liabilities
97
71
Employees benefit obligations
82
87
Derivative financial instruments
2,266
2,138
TOTAL NON-CURRENT LIABILITIES
3,626
5,727
TOTAL LIABILITIES
11,696
11,201
NET ASSETS
4,818
4,891
EQUITY
Issued capital
21,106
21,106
Other reserves
31
64
Accumulated loss
(16,945)
(16,835)
Parent interest
4,192
4,335
Non-controllinginterest
626
556
TOTAL EQUITY
4,818
4,891

The above statement should be read in conjunction with the accompanying notes.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

8

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2015

Issued
Capital
$'000

Other
Reserves
$'000

Retained
Earnings
$'000

Subtotal
$'000
Non-
Controlling
Interests
$'000

Total
$'000
21,106
64
(16,835)
4,335
556
4,891
-
-
(110)
(110)
146
36
-
(33)
-
(33)
-
(33)
Other comprehensive income for theperiod
Profit/(loss) for the period
Balance at 1 July 2015
Comprehensive income
-
(33)
(110)
(143)
146
3
Total comprehensive income for theperiod
-
-
-
-
(76)
(76)
Dividendsprovided for orpaid
Transactions with owners, in their capacity
as owners:
-
-
-
-
(76)
(76)
Total transactions with owners and other
21,106
31
(16,945)
4,192
626
4,818
Balance at 31 December 2015
21,106
(40)
(15,463)
5,603
439
6,042
-
-
(542)
(542)
113
(429)
-
53
-
53
-
53
Other comprehensive income for theperiod
Balance at 1 July 2014
Comprehensive income
Profit/(loss) for the period
-
53
(542)
(489)
113
(376)
Total comprehensive income for theperiod
-
-
-
-
(77)
(77)
Dividendsprovided for orpaid
Transactions with owners, in their capacity
as owners:
-
-
-
-
(77)
(77)
Total transactions with owners and other
21,106
13
(16,005)
5,114
475
5,589
Balance at 31 December 2014

The above statement should be read in conjunction with the accompanying notes.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

9

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2015

Note Dec-15
$'000
Dec-14
$'000
16,062
14,788
(15,309)
(14,110)
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
753
678
1
-
34
2
(130)
(176)
(96)
24
(7)
-
Interest received
Other income received
Finance costs
Income tax (paid)/received
Interestpaid on loan from relatedparty
555
528
Net cashprovided by operating activities
110
134
(319)
(265)
Purchase ofproperty, plant and equipment
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment
(209)
(131)
Net cash used in investing activities
298
284
(643)
(260)
300
-
(300)
-
(76)
(76)
Repayment of borrowings
Loan from related party
- repayments made
- proceeds from borrowings
Dividendspaid bycontrolled entities to non-controllinginterests
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
(421)
(52)
Net cash used in financing activities
(75)
345
Net(decrease)/increase in cash and cash equivalents
(75)
345
24
(247)
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginningof theperiod
2
(51)
98
Cash and cash equivalents at end of theperiod

The above statement should be read in conjunction with the accompanying notes.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies

Basis of Preparation

This general purpose interim financial report for the half-year reporting period ended 31 December 2015 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporation Act 2001, as appropriate for for-profit oriented entities.

This general purpose interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2015 and any public announcements made by the Group during the interim reporting period in accordance with the continuous disclosure requirements arising under the Australian Stock Exchange Listing Rules and Corporation Act 2001 .

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

New, Revised or Amended Accounting Standards and Interpretations Adopted

The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group.

Comparative Figures

Comparative figures have been adjusted to conform to changes in classification and presentation for the current period.

Note 2 Cash and Cash Equivalents

Dec-15
$'000
Dec-14
$'000
3
3
723
733
Cash at bank and on hand
Short-term bank deposits
Total cash and cash equivalents
726
736
Reconciliation to cash flow statement
The above cash balance is reconciled to the amount of cash shown in the statement of cash flows at the end of the financial period as
follows:
Dec-15
$'000
Dec-14
$'000
726
736
(777)
(638)
Cash and cash equivalents
Bank overdrafts
Balancesper statement of cash flows
(51)
98

Note 3 Fair Value Measurements

The Group measures and recognises the following assets and liabilities at fair value on a recurring basis after initial recognition: - Derivative financial instruments

The Group does not subsequently measure any liabilities at fair value on a non-recurring basis.

(a) Fair value hierarchy

AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level input that is significant to the measurement can be categorised into as follows:

Level 1 Level 2 Level 3 Measurements based on quoted prices Measurements based on inputs other than Measurements based on unobservable (unadjusted) in active markets for identical quoted prices included in Level 1 that are inputs for the asset or liability. assets or liabilities that the entity can access observable for the asset or liability, either directly at the measurement date. or indirectly.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3 Fair Value Measurements (continued)

The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.

The following tables provide the fair values of the Group’s assets and liabilities measured and recognised on a recurring basis after initial recognition and their categorisation within the fair value hierarchy.

Level 1
$'000
Level 2
$'000
Level 3
$'000
Total
$'000
31 December 2015
Recurring fair value measurements
Assets/(liabilities)
Forward exchange contracts
-
(11)
-
(11)
Derivative element of DSLN
-
(2,266)
-
(2,266)
Derivatives:
Total derivatives recognised at fair value
-
(2,277)
-
(2,277)
30 June 2015
Recurring fair value measurements
Assets/(liabilities)
Forward exchange contracts
-
19
-
19
Derivative element of DSLN
-
(2,138)
-
(2,138)
Derivatives:
Total derivatives recognised at fair value
-
(2,119)
-
(2,119)

There were no transfers between levels for assets or liabilities measured at fair value on a recurring basis during the reporting period (2014: no transfers).

(b) Valuation techniques and inputs used to measure Level 2 fair values

The forward exchange derivative liability of $11,000 (June 2015: asset of $19,000) has been valued using Level 2 inputs by reference to quoted market prices in active markets.

The derivative element of the Deferred Senior Loan Note (DSLN) of $2,226,000 (June 2015: $2,138,000) has been valued using Level 2 inputs which are included in the terms and conditions of this instrument. The main terms of the loan note are as follows:

  • The DSLN is secured against assets of the Group;

  • Interest will be capitalised and paid either on termination or early repayment;

  • If the DSLN is repaid or partially repaid within the first 5 years, it will attract interest at 12% p.a.;

  • If the DSLN is repaid or partially repaid after the first 5 years, the amount of interest paid will be dependent upon the share price of the Group, but capped at 12% p.a.

  • In the event that the weighted average share price of the company is the same or below the issue price (10 cents) of the capital raised at the time of the repayment after the first 5 years, the only payment due will be the original debt;

  • The DSLN noteholder will also be entitled to receive a payment to the equivalent value of any dividend payment made by the Group;

  • Entitlement to a dividend-triggered payment will be based on the face value of the DSLN divided by the issue price upon commencement of the facility agreement; and

  • Other normal conditions apply in respect to meeting gearing and interest cover ratios.

Accordingly, the DSLN has been identified as containing two main components: the core debt and a derivative element capturing the capital appreciation payment, interest and dividend-triggered entitlement. The core debt has been discounted by 12% to net present value over the expected term of the DSLN (being 10 years) and is included in non-current borrowings. The assessed value of the derivative takes into account the expected cash flows incorporating the term (10 years) and discount rate 12%.

There were no changes during the period in the valuation techniques used by the Group to determine Level 2 fair values.

Due to their short-term natures, the carrying amounts of current receivables, current trade and other payables and current interest bearing liabilities is assumed to approximate their fair value.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

12

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4 Segment Information

General Information

Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by Chief Operating Decision Maker (CODM), being the Board of Directors, in assessing performance and in determining the allocation of resources.

The Group is managed primarily on the basis of product category and service offerings as the diversification of the Group's operations inherently have notably different risk profiles and performance assessment criteria. Operating segments are therefore determined on the same basis.

Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following:

  • The products sold and/or services provided by the segment;

  • The manufacturing process;

  • The type or class of customer for the products or service;

  • The distribution method; and

  • Any external regulatory requirements.

Types of products and services by segment

  • (i) Consumer Products

The consumer products segment manufactures and markets paint brushes, paint rollers, painters tools, garden sheds and outdoor storage systems.

  • (ii) Scaffolding

The scaffolding segment manufactures and markets scaffolding and related equipment. In addition, this segment is engaged in hiring scaffolding related products to the building and construction industry.

Operating Segments

Segment information

  • (i) Operating segment performance
Consumer
Products
$'000

Scaffolding
$'000
Intersegment
Eliminations/
Unallocated
$'000


Total
$'000
December 2015
Revenue
Sales revenue
5,718
9,341
(23)
15,036
Total segment revenue
5,718
9,341
(23)
15,036
Other income
2
36
-
38
Total other income
2
36
-
38
Total revenue and other income
5,720
9,377
(23)
15,074
Adjusted segment EBITDA
(190)
1,577
(315)
1,072
Depreciation and amortisation expense
(85)
(394)
(40)
(519)
Interest income
-
-
(1)
(1)
Net loss on revaluation of DSLN at FVTPL
-
-
(127)
(127)
Finance costs
-
-
(198)
(198)
Unrealised foreign exchange loss
-
-
(2)
(2)
Profit/(loss) before income tax
(275)
1,183
(683)
225
Income tax expense
-
(189)
-
(189)
Profit/(loss) after income tax
(275)
994
(683)
36

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

13

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4 Segment Information (continued)

Consumer
Products
$'000

Scaffolding
$'000
Intersegment
Eliminations/
Unallocated
$'000

Total
$'000
December 2014
Revenue
Sales revenue
5,400
8,298
(26)
13,672
Total segment revenue
5,400
8,298
(26)
13,672
Other income
-
1
42
43
Total other income
-
1
42
43
Total revenue and other income
5,400
8,299
16
13,715
Adjusted segment EBITDA
(260)
915
27
682
Depreciation and amortisation expense
(69)
(531)
(36)
(636)
Net loss on revaluation of DSLN at FVTPL
-
-
(114)
(114)
Finance costs
-
-
(237)
(237)
Profit/(loss) before income tax
(329)
384
(360)
(305)
Income tax expense
-
(124)
-
(124)
Profit/(loss) after income tax
(329)
260
(360)
(429)

(ii) Operating segment assets and liabilities

Consumer
Products
$'000

Scaffolding
$'000
Intersegment
Eliminations/
Unallocated
$'000

Total
$'000
31 December 2015
Segment assets
6,179
14,034
(3,701)
16,512
Segment liabilities
(2,908)
(1,649)
(7,137)
(11,694)
Segment net assets
3,271
12,385
(10,838)
4,818
30 June 2015
Segment assets
5,595
12,761
(2,264)
16,092
Segment liabilities
(2,306)
(1,280)
(7,615)
(11,201)
Segment net assets
3,289
11,481
(9,879)
4,891

Note 5 Earnings Per Share

Dec-15
$'000
Dec-14
$'000
(a)
36
(429)
(146)
(113)
Reconciliation of earnings to profit or loss
Profit/(loss) for the period
Loss attributable to non-controllingequityinterest
(110)
(542)
Loss used to calculate basic EPS
Dec-15
No.
Dec-14
No.
(b)
82,176,198
82,176,198
Weighted average number of ordinary shares outstanding during the year used in
calculatingbasic EPS
Dec-15
Cents
Dec-14
Cents
(c)
(0.133)
(0.660)
Lossper share

Note 6 Commitments & Contingencies

There have been no significant movements in commitments or contingencies since the previous reporting period, being 30 June 2015.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

14

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 7 Events After the Reporting Period

The Group's banker has confirmed credit approval for the extension of the current banking facility to 31 August 2017.

Other than the above, no other significant events have occurred since 31 December 2015.

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

15

DIRECTORS' DECLARATION

In the Directors' opinion:

  1. the financial statements and notes thereto are in accordance with the Corporations Act 2001 and:

  2. (a) comply with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and

  3. (b) give a true and fair view of the Group's financial position as at 31 December 2015 and of its performance for the half-year ended on that date; and

  4. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Directors.

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Tony Joseph Grima

Dated: 26 February 2016

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

16

Tel: +61 2 9251 4100 Level 11, 1 Margaret St Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Oldfields Holdings Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Oldfields Holdings Limited, which comprises the consolidated statement of financial position as at 31 December 2015, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half-year ended on that date, notes comprising a statement of accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year’s end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

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

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2015 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Oldfields Holdings Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Oldfields Holdings Limited, would be in the same terms if given to the directors as at the time of this auditor’s review report.

BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

17

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Conclusion

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

  • (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2015 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001

BDO East Coast Partnership

==> picture [76 x 59] intentionally omitted <==

Ian Hooper Partner

Sydney, 26 February 2015

18

CORPORATE DIRECTORY

Directors

Tony Joseph Grima William Lewis Timms Stephen Charles Hooper

Company Secretary

Gregory John Park

Website

Share Register

Boardroom Pty Ltd Level 12, 225 George Street Sydney NSW 2000

Banker

Westpac Banking Corporation Level 12, 55 Market Street Sydney NSW 2000

www.oldfields.com.au

Registered Office

Oldfields Holdings Limited 8 Farrow Road, Campbelltown NSW 2560

Principal Place of Business

Oldfields Holdings Limited 8 Farrow Road, Campbelltown NSW 2560

Auditor

BDO East Coast Partnership Level 11, 1 Margaret Street Sydney NSW 2000

Stock Exchange Listing

Oldfields Holdings Limited shares are listed on the Australian Securities Exchange (ASX code: OLH)

OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2015

19