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OLDFIELDS HOLDINGS LIMITED — Interim / Quarterly Report 2017
Feb 27, 2017
65490_rns_2017-02-27_b613b42c-7728-43ac-bd54-9e0dbea10265.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 2016
APPENDIX 4D HALF-YEAR REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
1) Company details
Name of entity: Oldfields Holdings Limited ABN: 92 000 307 988 Reporting period: For the half-year ended 31 December 2016 Previous period: For the half-year ended 31 December 2015
2) Results for announcement to the market
| Dec-16 $'000 |
Dec-15 $'000 |
Movement Up / (Down) | Movement Up / (Down) | |
|---|---|---|---|---|
| $'000 | % | |||
| Revenues from ordinary activities 14,344 15,036 (692) -4.6% Profit (loss) from ordinary activities after tax attributable to the owners 360 36 324 900.0% Profit(loss)after tax attributable to members of theparent entity 272 (110) 382 347.3% |
The Group’s net profit after tax has increased to $360,000 for the six months ended 31 December 2016 compared to $36,000 in 2015. This was due to improved strategies and reductions to costs throughout the business. The Group is confident that as it continues to invest in growth opportunities and improve its commitment to engaging further with customers, financial results will continue to improve in the second half of the year. Growth in the scaffolding division is expected to continue while the consumer division, although pursuing new opportunities, will be weaker without the sales to the Masters hardware chain following its closure (sales ceased August 2016) and challenges to growth in the outdoor storage business.
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 2016.
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-16 Cents per Share |
Dec-15 Cents per Share |
|
|---|---|---|
| Net assets per security 5.160 5.863 Net tangible asset backing per ordinarysecurity 4.099 4.780 |
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 2016 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: 28 February 2017
Oldfields Holdings Limited Half Year Report Ended 31 December 2016
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www.oldfields.com.au • ABN 92 000 307 988
| CONTENTS | |
|---|---|
| Page | |
| Directors' Report | 1 |
| Auditor's Independent Declaration | 4 |
| Half-Year Financial Report | 5 |
| Directors' Declaration | 14 |
| Independent Auditor's Review Report | 15 |
| Corporate Directory | 17 |
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
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 2016.
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: | Richard John Abela |
|---|---|
| Title: Executive Director and Chief Executive Officer (appointed 12 December 2016) |
|
| Name: | William Lewis Timms |
| Title: Non-executive Director and Chairman |
|
| Name: | Stephen Charles Hooper |
| Title: Non-executive Director |
|
| Name: | Gregory John Park |
| Title: Executive Director (appointed 6 December 2016) and Chief Financial Officer |
|
| Name: | Tony Joseph Grima |
| Title: Executive Director and Chief Executive Officer (resigned 12 December 2016) |
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.
There were no significant change in the nature of the Group's principal activities during the period. 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 $360,000 for the half-year ended 31 December 2016 (2015: Profit $36,000).
The following table summarises the key reconciling items between statutory profit/(loss) after income tax attributable to the shareholders of the Group and Earnings before interest, tax, depreciation and amortisation ("EBITDA"). The Directors consider EBITDA to reflect the core earnings of the Group. 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.
| Dec-16 $'000 |
Dec-15 $'000 |
Dec-14 $'000 |
Dec-13 $'000 |
|
|---|---|---|---|---|
| 360 36 (429) (189) 113 189 124 120 Net Profit/(loss) for the period Tax expense |
||||
| 473 225 (305) (69) 378 519 636 582 156 199 229 232 - 2 - - 142 127 114 101 Net finance costs Unrealised foreign exchange losses Revaluation of deferred senior loan note Profit/(loss) before income tax Depreciation and amortisation expense |
||||
| 1,149 1,072 674 846 EBITDA |
The Group's revenue from continuing operations for the half-year ended 31 December 2016 was $14,344,000 (2015: $15,036,000), a decrease of 4.6% compared with the prior year. The decline coming from the Consumer division which was 24.2% lower in revenue primarily as a result of the closure of the Masters hardware chain (sales ceased Aug 2016) and a large one off sale in the prior year's first half. The scaffold division continues to grow its revenue having increased of 7.7% between the periods.
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
1
DIRECTORS' REPORT (continued)
Review of Operations and Financial Results (continued)
The Group’s net profit after tax was $360,000 (2015: $36,000). The improved performance for the Group was in spite of the lower revenue as the business has continued to make improvements and reduce costs. The consolidated EBITDA increased from $1,072K for the six months ended 31 December 2015 to $1,149K for the six months ended 31 December 2016, which is an increase of 7.2%.
For the comparative 6 months, gross profit (revenue less cost of sales) declined from 46.6% in 2015 to 41.0% in 2016. The decrease being as a result of increased costs from overseas purchasing and selective lower sales prices to stimulate growth in the consumer division. The Group's depreciation & amortisation expense has decreased from $519K to $378K. This was largely a result of an impairment charge in the prior year lowering the depreciation base.
Net cash provided by operating activities was $1,412,000 for the six months ended 31 December 2016, compared to $555,000 for the six months ended 31 December 2015 enabling the business to increase its repayment of borrowings and purchases of plant & equipment.
The Group will continue with its engagement with customers to seek ways that will further add value to their business as well as to invest in growth opportunities. The Group is confident that these initiatives should be able to deliver improved financial results for the remainder of the financial year and into the future.
Review of Operations
(i) Consumer Products - Paint Applications and Outdoor Storage Solutions
Revenue for the consumer division decreased by 24.2% compared with the prior period. The closure of Masters during the first half of the year was extremely disappointing having positioned ourselves as the largest supplier within their paint accessories department. With the announcement of the potential closure of Masters and the Home Timber & Hardware chain occurring back in January 2016, this gave Oldfields time to minimise the impact as well as to initiate other plans to help mitigate the impact of the loss in revenue. The division is working hard to rejuvenate the offer with improved packaging, customer engagement and innovation.
Sales within the outdoor storage segment continue to be challenging. The segment is not core thereby limiting the allocation of investment that would otherwise be needed to create profitable growth of shed sales.
(ii) Scaffolding Division
For the six months ended 31 December 2016 the scaffold division revenues have increased by 7.7% compared to the previous period. The Australian building industry continues to expand however this is primarily in the eastern states as there is a clear softening in South & Western Australia. To ensure all branches continue to grow, the scaffold division has worked hard to increase the communication between state managers. This has assisted in identifying market opportunities as well as to improve the utilisation rates of the scaffold hire fleet.
International scaffold sales have increased compared with the prior year having benefited from working more closely with key accounts. This approach will continue and has resulted in the current investigation of an expanded range. The scaffold manufacturing operations in China continues to support the business well and is working on initiatives to lower its costs and decrease delivery times on its supply to customers.
Financial Position
The net assets of the Group have increased by $277,000 from $3,963,000 at 30 June 2016 to $4,240,000 at 31 December 2016.
A key area of focus for the second half of 2017 will be to concentrate on profitable growth opportunities to further improve the net asset position of the Group.
Outlook
Revenue growth that is both profitable and sustainable is a major focus of the management team for the second half of the financial year. By engaging with our customers to understanding their needs, the business is confident that it can respond to changes in the market, increase its importance to customers, and continue to deliver improved profitability.
Dividends
Since the start of the financial year, no dividends have been paid or declared by Oldfields Holdings Limited.
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
2
DIRECTORS' REPORT (continued)
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 2016.
Events after the Reporting Period
The Group's banker has confirmed credit approval for the extension of the current banking facility to 31 August 2018.
Other than the above, no other significant events have occurred since 31 December 2016.
Rounding
Oldfields Holdings Limited is a type of company referred to in ASIC Legislative Instrument 2016/191 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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Richard John Abela
Dated: 28 February 2017
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
3
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 of Oldfields Holdings Limited for the period ended 31 December 2016, 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 in relation to the audit; and
-
No contraventions of any applicable code of professional conduct in relation to the audit.
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
28 February 2017
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.
4
HALF-YEAR FINANCIAL REPORT
| Financial Statements | Page | ||
|---|---|---|---|
| Consolidated Statement of Profit or Loss and Other Comprehensive Income | 6 | ||
| Consolidated Statement of Financial Position | 7 | ||
| Consolidated Statement of Changes in Equity | 8 | ||
| Consolidated Statement of Cash Flows | 9 | ||
| Notes to the Consolidated Financial Statements | Page | Page | |
| 1. Summary of Significant Accounting Policies | 10 | 5. Earnings Per Share | 13 |
| 2. Cash and Cash Equivalents | 10 | 6. Commitments & Contingencies | 13 |
| 3. Fair Value Measurements | 10 | 7. Events After the Reporting Period | 13 |
| 4. Segment Information | 11 |
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 28 February, 2017. The Directors have the power to amend and reissue the interim financial report.
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
5
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAD ENDED 31 DECEMBER 2016
| Dec-16 $'000 |
Dec-15 $'000 |
||
|---|---|---|---|
| 14,344 15,036 (8,457) (8,029) Cost of sales Sales revenue |
|||
| 5,887 7,007 26 38 (3,317) (4,128) (153) (170) (657) (810) (1,007) (1,387) (164) (198) (142) (127) Marketing Occupancy Administrative Finance costs Revaluation of deferred senior loan note derivative component Gross profit Other income Expenses: Other expenses from ordinary activities: Distribution |
|||
| 473 225 (113) (189) Profit before income tax Tax expense |
|||
| 360 36 Netprofit 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) Exchange differences on translatingforeign operations,net of tax (7) (3) |
|||
| Other comprehensive income for theperiod, net of tax (7) (33) |
|||
| Total comprehensive income for theperiod 353 3 |
|||
| Net profit for the period attributable to: Members of the parent entity 272 (110) Non-controllinginterest 88 146 |
|||
| Total netprofit for theperiod 360 36 |
|||
| Comprehensive income attributable to: Members of the parent entity 265 (143) Non-controllinginterest 88 146 |
|||
| Total comprehensive income for theperiod 353 3 |
|||
| Note | Cents | Cents | |
| Earnings per share from continuing operations attributable to members of the parent entity: Basic profit (loss) per share 5 (c) 0.331 (0.134) Dilutedprofit(loss) per share 5(c) 0.331 (0.134) |
The above statement should be read in conjunction with the accompanying notes.
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
6
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2016
| Dec-16 $'000 |
Jun-16 $'000 |
|
|---|---|---|
| ASSETS CURRENT ASSETS Cash and cash equivalents 1,249 1,317 Trade and other receivables 3,744 3,667 Inventories 3,348 3,858 |
||
| TOTAL CURRENT ASSETS 8,341 8,842 |
||
| NON-CURRENT ASSETS Property, plant and equipment 5,154 4,944 Intangible assets 872 881 |
||
| TOTAL NON-CURRENT ASSETS 6,026 5,825 |
||
| TOTAL ASSETS 14,367 14,667 |
||
| LIABILITIES CURRENT LIABILITIES Trade and other payables 2,602 2,670 Borrowings 2,624 1,997 Current tax liabilities 223 151 Employees benefit obligations 740 728 |
||
| TOTAL CURRENT LIABILITIES 6,189 5,546 |
||
| NON-CURRENT LIABILITIES Borrowings 1,277 2,567 Deferred tax liabilities 39 122 Employees benefit obligations 85 74 Derivative financial instruments 2,537 2,395 |
||
| TOTAL NON-CURRENT LIABILITIES 3,938 5,158 |
||
| TOTAL LIABILITIES 10,127 10,704 |
||
| NET ASSETS 4,240 3,963 |
||
| EQUITY Issued capital 21,106 21,106 Other reserves 17 24 Accumulated loss (17,565) (17,837) |
||
| Parent interest 3,558 3,293 Non-controllinginterest 682 670 |
||
| TOTAL EQUITY 4,240 3,963 |
The above statement should be read in conjunction with the accompanying notes.
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
7
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
| Issued Capital $'000 |
Other Reserves $'000 |
Retained Earnings $'000 |
Subtotal $'000 |
Non- Controlling Interests $'000 |
Total $'000 |
|
|---|---|---|---|---|---|---|
| Period ended 31 December 2016 | ||||||
| 21,106 24 (17,837) 3,293 670 3,963 - - 272 272 88 360 - (7) - (7) - (7) Balance at 1 July 2016 Comprehensive income Profit/(loss) for the period Other comprehensive income for theperiod |
||||||
| - (7) 272 265 88 353 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 transfers |
||||||
| 21,106 17 (17,565) 3,558 682 4,240 Balance at 31 December 2016 |
||||||
| Period ended 31 December 2015 | ||||||
| 21,106 64 (16,835) 4,335 556 4,891 - - (110) (110) 146 36 - (33) - (33) - (33) Profit/(loss) for the period Other comprehensive income for theperiod 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 transfers |
||||||
| 21,106 31 (16,945) 4,192 626 4,818 Balance at 31 December 2015 |
The above statement should be read in conjunction with the accompanying notes.
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
8
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
| Note | Dec-16 $'000 |
Dec-15 $'000 |
|
|---|---|---|---|
| Finance costs Income tax paid Interestpaid on loan from relatedparty Payments to suppliers and employees Interest received Other income received CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers |
15,650 16,062 (14,046) (15,309) |
||
| 1,604 753 - 1 26 34 (96) (130) (124) (96) - (7) |
|||
| Net cashprovided by operating activities | 1,410 555 |
||
| Purchase ofproperty, plant and equipment Proceeds from sale of property, plant and equipment CASH FLOWS FROM INVESTING ACTIVITIES |
29 110 (700) (319) |
||
| Net cash used in investing activities | (671) (209) |
||
| - proceeds from borrowings - repayments made Dividendspaid bycontrolled entities to non-controllinginterests Proceeds from borrowings Repayment of borrowings Loan from related party CASH FLOWS FROM FINANCING ACTIVITIES |
474 298 (1,102) (643) 202 300 (202) (300) (76) (76) |
||
| Net cash used in financing activities | (704) (421) |
||
| Net increase(decrease) in cash and cash equivalents | 35 (75) |
||
| Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginningof theperiod |
35 (75) 459 24 |
||
| 2 Cash and cash equivalents at end of theperiod |
494 (51) |
The above statement should be read in conjunction with the accompanying notes.
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
9
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 2016 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 2016 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-16 $'000 |
Dec-15 $'000 |
|
|---|---|---|
| 2 3 1,247 723 Cash on hand Cash at bank |
||
| Total cash and cash equivalents 1,249 726 |
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-16 $'000 |
Dec-15 $'000 |
|
|---|---|---|
| 1,249 726 (753) (777) Cash and cash equivalents Bank overdrafts |
||
| Balancesper statement of cash flows 496 (51) |
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 quoted Measurements based on unobservable (unadjusted) in active markets for identical prices included in Level 1 that are observable for the inputs for the asset or liability. assets or liabilities that the entity can access at asset or liability, either directly or indirectly. the measurement date.
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.
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
10
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 3 Fair Value Measurements (continued)
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.
| Recurring fair value | Dec-16 Level 2 $'000 |
Jun-16 Level 2 $'000 |
|---|---|---|
| Forward exchange contracts - - Derivative element of DSLN 2,537 2,395 |
||
| Total liabilities recognised at fair value 2,537 2,395 |
There were no transfers between levels for assets or liabilities measured at fair value on a recurring basis during the reporting period (2015: no transfers).
(b) Valuation techniques and inputs used to measure Level 2 fair values
The derivative element of the Deferred Senior Loan Note (DSLN) of $2,537,000 (June 2016: $2,395,000) 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 Company, 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 a discount rate of 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.
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.
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 4 Segment Information (continued) Operating Segments
Segment information
| Operating Segment Performance | Consumer Products $'000 |
Scaffolding $'000 |
Intersegment Eliminations/ Unallocated $'000 |
Total $'000 |
|---|---|---|---|---|
| December 2016 | ||||
| Revenue Sales revenue 4,336 10,062 (54) 14,344 |
||||
| Total segment revenue 4,336 10,062 (54) 14,344 |
||||
| Other income 5 21 - 26 |
||||
| Total other income 5 21 - 26 |
||||
| Total revenue and other income 4,341 10,083 (54) 14,370 |
||||
| Adjusted segment EBITDA (277) 1,663 (237) 1,149 Depreciation and amortisation expense (20) (326) (32) (378) Interest income - - - Net loss on revaluation of DSLN at FVTPL - - (142) (142) Finance costs - (8) (148) (156) Unrealised foreign exchange loss - - - - |
||||
| Profit/(loss) before income tax (297) 1,329 (559) 473 Income tax expense - (113) - (113) |
||||
| Profit/(loss) after income tax (297) 1,216 (559) 360 |
||||
| 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 |
||||
| Operating Segment Assets and Liabilities | Consumer Products $'000 |
Scaffolding $'000 |
Intersegment Eliminations/ Unallocated $'000 |
Total $'000 |
| 31 December 2016 | ||||
| Segment assets 5,059 14,154 (4,846) 14,367 Segment liabilities (2,775) (663) (6,688) (10,127) |
||||
| Segment net assets 2,284 13,491 (11,535) 4,240 |
||||
| 30 June 2016 | ||||
| Segment assets 5,038 12,960 (3,331) 14,667 Segment liabilities (2,456) (283) (7,965) (10,704) |
||||
| Segment net assets 2,582 12,677 (11,296) 3,963 |
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 5 Earnings Per Share
| Dec-16 $'000 |
Dec-15 $'000 |
|
|---|---|---|
| (a) 360 36 (88) (146) Reconciliation of earnings to profit or loss Profit for the period Profit attributable to non-controllingequityinterest |
||
| 272 (110) Profit(loss)used to calculate basic EPS |
||
| Dec-16 No. |
Dec-15 No. |
|
| (b) 82,176,198 82,176,198 Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS |
||
| Dec-16 Cents |
Dec-15 Cents |
|
| (c) 0.331 (0.134) Profit(loss) per share |
Note 6 Commitments & Contingencies
There have been no significant movements in commitments or contingencies since the previous reporting period, being 30 June 2016.
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 2018.
Other than the above, no other significant events have occurred since 31 December 2016.
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
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DIRECTORS' DECLARATION
In the Directors' opinion:
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the financial statements and notes thereto are in accordance with the Corporations Act 2001 and:
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(a) comply with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
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(b) give a true and fair view of the Group's financial position as at 31 December 2016 and of its performance for the half-year ended on that date; and
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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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Richard John Abela
Dated: 28 February 2017
OLDFIELDS HOLDINGS LIMITED 31 DECEMBER 2016
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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 2016, 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 2016 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.
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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:
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(i) Giving a true and fair view of the consolidated entity’s financial position as at 31 December 2016 and of its performance for the half-year ended on that date; and
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(ii) Complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001.
BDO East Coast Partnership
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Ian Hooper Partner
Sydney, 28 February 2017
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CORPORATE DIRECTORY
Directors
Richard John Abela William Lewis Timms Stephen Charles Hooper Gregory John Park
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 2016
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