AI assistant
OLDFIELDS HOLDINGS LIMITED — Interim / Quarterly Report 2016
Feb 25, 2016
65490_rns_2016-02-25_c2a973b6-12a8-4517-88cd-651fe05f496b.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
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.
==> picture [105 x 28] intentionally omitted <==
Gregory John Park (Company Secretary)
Dated: 26 February 2016
==> picture [213 x 48] intentionally omitted <==
������������������� ������ ENDED ����������� 2015
==> picture [210 x 129] intentionally omitted <==
==> picture [125 x 134] intentionally omitted <==
==> picture [196 x 134] intentionally omitted <==
Honouring the Past Treasuring the Present Shaping the Future
������������������ www.oldfields.com.au
| 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.
==> picture [152 x 41] intentionally omitted <==
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
==> picture [78 x 31] intentionally omitted <==
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:
-
No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the review; and
-
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.
==> picture [88 x 31] intentionally omitted <==
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:
-
the financial statements and notes thereto are in accordance with the Corporations Act 2001 and:
-
(a) comply with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
-
(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
-
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.
==> picture [136 x 38] intentionally omitted <==
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
==> picture [78 x 31] intentionally omitted <==
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
==> picture [78 x 31] intentionally omitted <==
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