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REECE LIMITED — Annual Report 2007
Aug 27, 2007
65683_rns_2007-08-27_347a1629-6ea4-4d4e-8e36-90b758f99522.pdf
Annual Report
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~~FinAnciAl inFoRmAtion for the year ended 30 June 2007 provided to the AsX under listing rule 4.3A~~
Reece AustRAliA limited (ABN 49 004 313 133) ANd coNtrolled eNtities
~~Appendix 4e Preliminary Final report~~
1. Reporting period
Report for the financial year ended 30 June 2007 Previous corresponding period is the financial year ended 30 June 2006
2. Results for announcement to the market
| 2. Results for announcement to the market | ||
|---|---|---|
| $A’000 | ||
| Revenues from ordinary activities | up 17.4% to | 1,310,062 |
| Proft from ordinary activities after tax attributable to members | up 19.2% to | 103,493 |
| Net proft for the period attributable to members | up 19.2% to | 103,493 |
| Amount | Franked amount | |
| Dividends | per security | per security |
| Interim dividend | 17 cents | 17 cents |
| Final dividend | 35 cents | 35 cents |
| Record date for determining entitlements to the dividend | 11 October 2007 |
3. income statement
Refer Annual Report which accompanies this announcement.
4. Balance sheet
Refer Annual Report which accompanies this announcement.
5. statement of cash Flows
Refer Annual Report which accompanies this announcement.
6. dividends
| Total amount | |||
|---|---|---|---|
| Date of payment | of dividend $ | ||
| Interim dividend – year ended 30 June 2007 | 23 March 2007 | 16,932,000 | |
| Final dividend – year ended 30 June 2007 | 25 October 2007 | 34,860,000 | |
| Amount | Franked amount | ||
| Amount per ordinary security | per security | per security | |
| Final dividend: | Current year | 35 cents | 35 cents (at 30% tax rate) |
| Previous year | 30 cents | 30 cents (at 30% tax rate) | |
| Interim dividend: | Current year | 17 cents | 17 cents (at 30% tax rate) |
| Previous year | 14 cents | 14 cents (at 30% tax rate) | |
| Total dividend per | security | Current period | Previous period |
| Ordinary securities | 52 cents | 44 cents |
7. statement of retained earnings
| 7. statement of retained earnings | ||||
|---|---|---|---|---|
| Consolidated | Entity | Parent | Entity | |
| 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | |
| Balance at beginning of year | 363,156 | 316,137 | 1,526 | 1,526 |
| Net proft attributable to members of the parent entity | 103,493 | 86,859 | 46,812 | 39,840 |
| Dividends paid | (46,812) | (39,840) | (46,812) | (39,840) |
| Balance at end of year | 419,837 | 363,156 | 1,526 | 1,526 |
Reece AustRAliA limited A.B.N. 49 004 313 133 registered oFFice: 118 Burwood HigHwAy, Burwood, VictoriA, 3125
~~Appendix 4e Preliminary Final report~~
8. net tangible assets per security
| 8. net tangible assets per security | ||
|---|---|---|
| Current period | Previous corresponding period | |
| Net tangible asset backing per ordinary security | 416 cents | 360 cents |
9. The financial information provided in the Appendix 4E is based on the Annual Report accompanying this announcement which has been prepared in accordance with Australian Accounting Standards.
10. commentary on the results for the period
Reece Australia Limited, Australia’s leading distributor of plumbing and bathroom products, today announced a net profit after tax of $103.4m for the year ended 30 June 2007 which is a 19.2% increase over the previous year. Sales revenue for the year ended 30 June 2007 increased by 17.5% to $1,308,703,282.
During the year ended 30 June 2007 the Company commenced trading from 34 new locations throughout Australia, further building on a strong national network and bringing the total trading locations to 305. This translates to a network of 350 outlets throughout Australia and New Zealand with a number of locations having multiple businesses operating from the same site. The Company’s policy of greenfielding additions to the Reece network will continue in 2008 and the Board expects new store openings to continue at a pace similar to that achieved over the past few years. The funding for this growth is from internally generated cash and borrowings as required. Business acquisitions will be considered if and when opportunities arise.
The Board is satisfied with the first full year trading results from its 2 New Zealand outlets. These stores will form the foundation for a much larger network which the Company plans to build over the longer term. The Board anticipates a further 3 store openings in New Zealand during 2008.
Like many Australian and New Zealand business’s, a tight labour market is putting pressure on the Company’s personnel recruitment efforts. With such a bold store opening programme, Reece offers wonderful career opportunities throughout Australia and New Zealand. The Company is participating in a range of recruiting initiatives which to date is securing quality candidates for the positions available, although there is a continuing upward pressure on wage costs in such a competitive labour market.
Throughout the year the Company maintained its strong focus on Occupational Health and Safety. In conjunction with the Company’s continuing focus on manual handling which accounts for around 70% of compensable injuries, we have introduced further materials handling initiatives. For example new initiatives have been introduced in relation to the direct delivery by suppliers of heavy or awkward product such as roofing materials and rainwater tanks. As a consequence, we are seeing less serious materials handling injuries and lower WorkCover premiums.
The Company has continued to grow its property portfolio with selective acquisitions and developments during the year. This practice will continue as opportunities present. This approach to property ownership has in no way impeded the rapid store expansion programme.
During 2007 the Company has regularly used funding available to it via facilities provided by its bankers. These borrowings have been for working capital purposes and will continue to be utilised as required.
The Company has commenced a major refresh of its Information Technology and Supply Chain systems. This is being done in a considered and measured manner utilising internal and specialist external consulting resources. This refresh is being carried out at the Board’s direction to ensure the Company’s systems scale with the demands of the business. The Board is providing the necessary oversight to ensure related costs are appropriate for the business and will deliver real business benefit.
The Board is pleased to advise it has declared a final dividend of 35 cents per share fully franked, an increase of 5 cents per share. The final dividend will be paid on 25 October 2007 with the record date for entitlement being 11 October 2007. Total dividends paid and to be paid relating to the year ended 30 June 2007 will be 52 cents per share compared to 44 cents per share in 2006, which is a 18.2% increase.
Looking ahead the Board anticipates continued growth however is reluctant to forecast growth rates at a time of tight labour conditions and the related upward pressure on wage costs, rising interest rates and unfavourable housing affordability data. Notwithstanding these factors, the Company is looking forward to the new challenges of its Information Technology and Supply Chain refresh programmes and the continuing challenge of attracting the right people with whom it can expand its Australian and New Zealand network.
11. the audit has been completed
The financial report is not subject to audit dispute or qualification.
The annual general meeting will be held as follows:
Place 118 Burwood Hwy Burwood, Victoria Time 3.00 pm Date 25 October 2007
Approximate date the annual report will be distributed: 17 September 2007
The Board is satisfied with the quality and quantum of the Company’s receivables which have risen in line with the increased level of trading year on year.
The Board is generally satisfied with inventory levels across the group and monitors inventory turns and days inventory held on a regular basis. The Board believes its continued maintenance of an inventory obsolescence provision is a prudent approach to the management of ranges of inventory which are impacted by changing consumer demand patterns.
N g cathie company secretary 28 August 2007
Reece AustRAliA limited A.B.N. 49 004 313 133 registered oFFice: 118 Burwood HigHwAy, Burwood, VictoriA, 3125
Reece AustRAliA limited A.B.N. 49 004 313 133 registered oFFice: 118 Burwood HigHwAy, Burwood, VictoriA, 3125
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~~Reece Australia Limited~~
A.B.N. 49 004 313 133
| Controlled Entities | Reece Pty Ltd |
|---|---|
| A.B.N. 84 004 097 090 | |
| Plumbing World Pty Ltd | |
| A.B.N. 99 004 910 829 | |
| Reece Project Supply Pty Ltd | |
| A.B.N. 54 100 065 307 | |
| Reece International Pty Ltd | |
| A.B.N. 11 100 278 171 | |
| Reece New Zealand Limited | |
| Company No. 1530569 | |
| Directors | L.A. Wilson (Chairman and C.E.O.) |
| P.J. Wilson | |
| B.W.C. Wilson | |
| J.G. Wilson | |
| R.G. Pitcher |
| Company Secretary | N.G. Cathie |
|---|---|
| Bankers | National Australia Bank Limited |
| Commonwealth Bank of Australia Limited | |
| Bank of New Zealand Limited | |
| Solicitors | Russell Kennedy |
| Lander & Rogers | |
| Simpson Grierson | |
| Auditors | Pitcher Partners |
| Registered Offce | 118 Burwood Highway |
| Burwood, Victoria, 3125 | |
| Telephone (03) 9274 0000 | |
| Facsimile (03) 9274 0197 | |
| Share Registry | Computershare Investor |
| Services Pty Limited | |
| Yarra Falls | |
| 452 Johnston Street | |
| Abbotsford, Victoria, 3067 | |
| Telephone (03) 9415 5000 | |
| Facsimile (03) 9473 2500 | |
| Stock Exchange Listing | Reece Australia Limited shares are listed |
| on the Australian Stock Exchange | |
| ASX Code: REH |
NOTICE OF MEETING
Notice is hereby given that the Annual General Meeting of Reece Australia Limited will be held at 3pm on Thursday, 25 October, 2007 at 118 Burwood Highway, Burwood, Victoria.
Contents
Reece Australia Limited and its controlled entities Annual Report for the financial year ended 30 June 2007
~~Corporate Governance Statement~~ 4 ~~Directors’ Report~~ 6 ~~Auditor’s Independence Declaration~~ 12 ~~Consolidated Income Statement~~ 14 ~~Consolidated Balance Sheet~~ 15 ~~Consolidated Statement of Changes in Equity~~ 16 ~~Consolidated Statement of Cash Flows~~ 17 ~~Notes to the Financial Statements~~ 18 ~~Directors’ Declaration~~ 33 ~~Independent Audit Report~~ 34 ~~ASX Shareholders Information~~ 35
~~2007 Highlights~~
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Sales Revenue (000’s) fy’01
fy’02
fy’03 reece annual report 06
fy’04
fy’05
fy’06
fy’07
EBIt (000’s) fy’01
fy’02
fy’03
fy’04
fy’05
fy’06
fy’07
npat (000’s) fy’01
fy’02
fy’03
fy’04
fy’05
fy’06
fy’07
Dividends fy’01
fy’02
fy’03
fy’04
fy’05
fy’06
fy’07
Return on Equity fy’01
fy’02
fy’03
fy’04
fy’05
fy’06
fy’07
financial year
sales revenue (000’s) $40 0,000 $500,000 $600,000 $700,000 $800,000 $900,000 $1,000,000 $1,100,000 $1,200,000 $1,300,000 $1,400,000
financial year
EBIt (000’s) $40,000 $50,000 $60,000 $70,000 $80,000 $90,000 $100,000 $110,000 $120,000 $130,000 $140,000 $150,000
financial year
npat (000’s) $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 $90,000 $100,000
financial year
(000’s) $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 $50,000 $55,000
financial year
0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%
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number of Outlets
400
375
350
325
300
275
250
225
200
175
150
125
100
75
50
0
180 198 222 245 271 310 350
FY01 FY02 FY03 FY04 FY05 FY06 FY07
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~~Corporate Governance statement~~
The Board of Directors of Reece Australia Limited is responsible for the corporate governance of the Company.
It has implemented the guidelines of the ASX Corporate Governance Council to the extent appropriate for the size and nature of the Company’s business as described below.
Where a guideline has not been followed, this is clearly stated along with an explanation for the departure.
Principle 1
Lay soLid foundations for management and oversight
The Board operates in accordance with the principles outlined in the Board Charter. The Charter describes the Board’s composition, functions and responsibilities and designates authority reserved to the Board and that delegated to management.
The Board is generally responsible for the business strategies of the Company, overseeing the management of the Company, setting the values and standards of the Company to uphold in dealings with all stakeholders and acting as custodian of the Company’s shareholders’ interests.
The Board, as currently composed, does not comply with these recommendations.
Mr L.A. Wilson is a substantial shareholder of the Company. He has been Chief Executive Officer since 1970 and was appointed Chairman in 2001. Much of the success of Reece over the past 38 years is attributable to the expertise, experience, leadership and vision of Mr Wilson. Given the performance and financial standing of the Company under the leadership of Mr Wilson, the Board believes it is inappropriate and unnecessary to separate the roles of Chairman and Chief Executive Officer at this time.
Mr B.W.C. Wilson and Mr J.G. Wilson are substantial shareholders of the Company. They, along with Mr R.G. Pitcher, represent a majority of nonexecutive directors in the current Board structure and are segregated from operational management. The commercial knowledge, experience and expertise of the non-executive directors enables them to effectively review and challenge the performance of management.
Mr P.J. Wilson is an executive of the Company being Chief Operating Officer.
Principle 3
Promote ethicaL and resPonsiBLe decision making
More particularly, the Board’s responsibilities encompass:
-
Review and development of its control, risk management, compliance and accountability systems
-
Development of corporate strategy
-
Monitoring the operational and financial aspects of the Company’s activities
-
Monitoring performance of senior management
-
Ratifying the appointment or removal of the Chief Executive Officer and the Chief financial Officer
Non-executive directors Mr R.G. Pitcher, Mr B.W.C. Wilson and Mr J.G. Wilson represent a majority on the current Board of five directors. With the Chief financial Officer not being a director, there is separation between management and the Board.
Principle 2
structure the Board to add vaLue
The growth of the Company, its outstanding results and returns to shareholders, reflects the Board’s wide management and professional experience and its commitment to growing returns for shareholders and protecting shareholders’ investment.
The experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors’ Report.
The term in office held by each director in office at the date of this report is as follows:
| The term in offce held by as follows: |
each director in off |
|---|---|
| name | term in offce |
| Mr L.A. Wilson | 38 years |
| Mr B.W.C. Wilson | 37 years |
| Mr J.G. Wilson | 23 years |
| Mr P.J. Wilson Mr R.G. Pitcher, AM |
10 years 4 years |
The ASX guidelines recommend that a listed company should have a majority of directors who are independent. They also recommend the roles of Chairperson and Chief Executive Officer should not be exercised by the same individual.
The Board places great emphasis on ethics and integrity in all its business dealings.
In order to clarify the standards of ethical behaviour required of its directors and key executives, the Board has established a Code of Conduct which summarises the expectations of these key personnel.
The Company has in place a policy concerning trading in Company securities by directors, officers and employees.
Principle 4
safeguard integrity in financiaL rePorting
The ASX guidelines recommend that a listed company should have an Audit Committee comprising a majority of independent directors.
The Audit Committee, as currently composed, does not comply with this recommendation.
The Audit Committee of the Company comprises Mr R.G. Pitcher (Chairman), Mr B.W.C. Wilson and Mr J.G. Wilson. All members of the committee are non-executive directors of the Company and have extensive experience in, and knowledge of, the industry in which the Company operates. Mr R.G. Pitcher and Mr B.W.C. Wilson have accounting qualifications.
Mr. B.W.C. Wilson and Mr J.G. Wilson are substantial shareholders of the Company but as non-executive directors are segregated from management in the exercise of their committee duties.
The Audit Committee operates under its own charter.
The Chief Executive Officer and Chief financial Officer have made a statement in writing to the Board that:
-
the Company’s financial reports present a true and fair view, in all material aspects, of the financial condition and operational financial results of the Company;
-
the Company’s financial reports have been prepared in accordance with relevant accounting standards; and
-
the financial records of the Company for the financial year have been properly maintained.
ReeCe AustRAliA limited ANNuAl REpoRt 07 4
~~Corporate Governance statement~~
Principle 5
make timeLy and BaLanced discLosure
The Company has in place policies and procedures to ensure that Reece manages the disclosure of price sensitive information effectively and in accordance with the requirements as set out by regulatory bodies. All market disclosures are approved by the Board.
The Chairman and the Company Secretary are authorised to communicate with shareholders and the market in relation to Board approved ASX disclosures. Other directors and management must adhere to this policy at all times.
All announcements made to the ASX are placed on the Company’s website directly after public release.
Principle 6
resPect the rights of sharehoLders
The Company provides a hard copy of its annual and half-year report to all shareholders and makes these reports available on its corporate website. Copies of the Company charters and codes of conduct approved by the Board can be obtained from the Company upon request.
The format of general meetings aims to encourage shareholders to actively participate in the meeting through being invited to comment or raise questions of directors on any matter relevant to the performance and operation of the Company.
The external auditor of the Company attends each annual general meeting and is available to answer shareholder questions about the audit.
Principle 7
recognise and manage risk
The Board is committed to protecting the Company’s employees, assets and earnings with risk management being a key review responsibility of the Audit Committee. Managing risk is absolutely fundamental to a Board that has directors owning more than three quarters of the Company.
At the Audit Committee’s direction, and independent of the external audit, comprehensive internal review programmes and processes have been developed to measure internal compliance with the Company’s policies, systems and procedures. The Board fosters a strong culture of continual improvement throughout the Company and the internal review function complements the strategy that a single set of policies, systems and procedures be the operational foundation for the Company’s geographically diverse network.
The Chief Executive Officer and Chief financial Officer have made statements in writing to the Board on the integrity of the Company’s financial statements and that they are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board and which operates efficiently and effectively in all material aspects.
The Company also has in place classes of insurance at levels which, in the reasonable opinion of the directors, are appropriate for its size and type of operations.
Principle 8
encourage enhanced Performance
A process of evaluation was undertaken during the year of the performance of the Board and its committees.
To enable the performance of their duties, all directors:
-
have access to management
-
are provided with appropriate management information in a timely manner
-
are able to seek independent professional advice at the Company’s expense
-
are entitled to request additional management information at any time
Principle 9
remunerate fairLy and resPonsiBLy
The Board has established a Remuneration Committee which consists of at least two members, all of whom must be non-executive directors. The Committee currently comprises Mr R.G. Pitcher (Chairman) and Mr B.W.C. Wilson. Executive directors are not entitled to be a member of the Committee but may be required to attend meetings to provide information and advice.
The Remuneration Committee operates under its own charter.
The Board has been able to retain a high calibre management team through a policy of fair and appropriate remuneration which takes into consideration prevailing employment market conditions and which is linked to the Company’s financial and operational performance.
The Board has ensured there is a high level of transparency in remuneration paid to directors and management. There are no share based payments and non-cash benefits are minimal. There is no scheme to provide any director or member of management with retirement benefits other than accrued long service leave, accrued annual leave and superannuation benefits. In relation to the Company’s incentive scheme, discretion is exercised by the Board, having regard to the overall performance of the Company and of the individual.
Non-executive directors are remunerated by way of cash fees plus statutory superannuation and do not participate in the Company’s incentive scheme. There is no scheme to provide non-executive directors with retirement benefits other than statutory superannuation.
Director and executive disclosure requirements are dealt with in the Directors’ Report and notes to the accounts.
Principle 10
recognise the Legitimate interests of stakehoLders
The Board recognises that the interests of all stakeholders will be best served when the Company, its directors and staff adhere to high standards of business ethics and comply with the law.
The Board expects a high standard of ethical corporate behaviour from all directors and staff. As a result, a Code of Business Ethics has been developed outlining the policies and procedures which operate within the Company to ensure its exemplary reputation is maintained.
Copies of the Company charters and codes approved by the Board can be obtained from the Company upon request.
ReeCe AustRAliA limited ANNuAl REpoRt 07 5
~~directors’ Report~~
The Directors present their report together with the financial report of the consolidated entity consisting of Reece Australia Limited and the entities it controlled, for the financial year ended 30 June 2007 and independent auditors report thereon. This financial report has been prepared in accordance with Australian Equivalents of International financial Reporting Standards (AIfRS). Compliance with AIfRS ensures compliance with International financial Reporting Standards (IfRS).
Principal Activities
The principal activities of the consolidated entity during the financial year were plumbing, building and hardware merchants.
There has been no significant change in the nature of these activities during the financial year.
Results
The consolidated profit for the year attributable to the members of Reece Australia Limited was:
| Australia Limited was: | ||
|---|---|---|
| 2007 | 2006 | |
| ($000’s) | ($000’s) | |
| Operating Proft before income tax | 149,130 | 124,583 |
| Income tax expense | 45,637 | 37,724 |
| Operating proft after income tax attributable to the members of Reece Australia Limited |
103,493 | 86,859 |
Review of Operations
Reece Australia Limited, Australia’s leading distributor of plumbing and bathroom products, earned a net profit after tax of $103.4m for the year ended 30 June 2007 which is a 19.2% increase over the previous year. Sales revenue for the year ended 30 June 2007 increased by 17.5% to $1,308,703,282.
During the year ended 30 June 2007 the Company commenced trading from 34 new locations throughout Australia, further building on a strong national network and bringing the total trading locations to 305. This translates to a network of 350 outlets throughout Australia and New Zealand with a number of locations having multiple businesses operating from the same site. The Company’s policy of greenfielding additions to the Reece network will continue in 2008 and the Board expects new store openings to continue at a pace similar to that achieved over the past few years. The funding for this growth is from internally generated cash and borrowings as required. Business acquisitions will be considered if and when opportunities arise.
The Board is satisfied with the first full year trading results from its 2 New Zealand outlets. These stores will form the foundation for a much larger network which the Company plans to build over the longer term. The Board anticipates a further 3 store openings in New Zealand during 2008.
Like many Australian and New Zealand business’s, a tight labour market is putting pressure on the Company’s personnel recruitment efforts. With such a bold store opening programme, Reece offers wonderful career opportunities throughout Australia and New Zealand. The Company is participating in a range of recruiting initiatives which to date is securing quality candidates for the positions available, although there is a continuing upward pressure on wage costs in such a competitive labour market.
Throughout the year the Company maintained its strong focus on Occupational Health and Safety. In conjunction with the Company’s continuing focus on manual handling which accounts for around 70% of compensable injuries, we have introduced further materials handling initiatives. for example new initiatives have been introduced in relation to the direct delivery by suppliers of heavy or awkward product such as roofing materials and rainwater tanks. As a consequence, we are seeing less serious materials handling injuries and lower WorkCover premiums.
The Company has continued to grow its property portfolio with selective acquisitions and developments during the year. This practice will continue as opportunities present. This approach to property ownership has in no way impeded the rapid store expansion programme.
The Board is satisfied with the quality and quantum of the Company’s receivables which have risen in line with the increased level of trading year on year.
The Board is generally satisfied with inventory levels across the group and monitors inventory turns and days inventory held on a regular basis. The Board believes its continued maintenance of an inventory obsolescence provision is a prudent approach to the management of ranges of inventory which are impacted by changing consumer demand patterns.
During 2007 the Company has regularly used funding available to it via facilities provided by its bankers. These borrowings have been for working capital purposes and will continue to be utilised as required.
The Company has commenced a major refresh of its Information Technology and Supply Chain systems. This is being done in a considered and measured manner utilising internal and specialist external consulting resources. This refresh is being carried out at the Board’s direction to ensure the Company’s systems scale with the demands of the business. The Board is providing the necessary oversight to ensure related costs are appropriate for the business and will deliver real business benefit.
The Board is pleased to advise it has declared a final dividend of 35 cents per share fully franked, an increase of 5 cents per share. The final dividend will be paid on 25 October 2007 with the record date for entitlement being 11 October 2007. Total dividends paid and to be paid relating to the year ended 30 June 2007 will be 52 cents per share compared to 44 cents per share in 2006, which is a 18.2% increase.
Looking ahead the Board anticipates continued growth however is reluctant to forecast growth rates at a time of tight labour conditions and the related upward pressure on wage costs, rising interest rates and unfavourable housing affordability data. Notwithstanding these factors, the Company is looking forward to the new challenges of its Information Technology and Supply Chain refresh programmes and the continuing challenge of attracting the right people with whom it can expand its Australian and New Zealand network.
significant Changes in the state of Affairs
There have been no significant changes in the consolidated entity’s state of affairs during the financial year.
After Balance date events
No matters or circumstances have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.
6
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~directors’ Report~~
likely developments
The consolidated entity will continue to pursue its operating strategy to create shareholder value. In the opinion of the directors, disclosure of any further information would be likely to result in unreasonable prejudice to the consolidated entity.
environmental Regulations
The consolidated entity’s operations are not subject to any significant environmental Commonwealth or State regulations or laws.
dividends
Dividends paid or declared by Reece Australia Limited since the end of the previous financial year were:
| In respect of the previous fnancial year: | ($000’s) |
|---|---|
| A fnal fully franked ordinary dividend of 30 cents | |
| per share in respect of the year ended 30 June | |
| 2006, was paid on 26 October 2006. | 29,880 |
| In respect of the current fnancial year: | |
| An interim ordinary dividend of 17 cents per share | |
| was paid on 23 March 2007. | 16,932 |
| The fnal dividend declared to be paid on 25 October 2007 is an ordinary fully franked |
|
| dividend of 35 cents per share. | 34,860 |
| 51,792 |
Philanthropic initiatives
During the financial year, the Board approved payments totalling $385,000 (2006 - $300,000) to various charitable organisations. This is a continuing initiative and recipients may vary from year to year at the discretion of the Board. The recipients this year were:
| initiative and recipients may vary from year to year at the Board. The recipients this year were: |
discretion of the | |
|---|---|---|
| The Asthma foundation | 20,000 | |
| Multiple Sclerosis Australia | 20,000 | |
| Salvation Army | 20,000 | |
| The Smith family | 20,000 | |
| Royal flyingDoctor Service | 20,000 | |
| Doctors without Borders | 20,000 | |
| Barnados | 20,000 | |
| National Stroke foundation | 20,000 | |
| Peter MacCallum Cancer Centre | 40,000 | |
| Prostate Cancer foundation of Australia | 20,000 | |
| Centre for Eye Research Australia | 20,000 | |
| Alzheimers Australia | 20,000 | |
| Beyond Blue | 20,000 | |
| Legacy | 20,000 | |
| Mental Health Research Institute | 20,000 | |
| Motor Neurone Disease Association of Victoria | 20,000 | |
| St Vincent De Paul Society | 20,000 | |
| Typo Station | 20,000 | |
| Teen Challenge | 5,000 |
share Options
No options over unissued shares or interests in the consolidated entity were granted during or since the end of the financial year and there were no options outstanding at the end of the financial year.
indemnification and insurance of directors and Officers
A deed of indemnity, insurance and access has been entered into with each director, and with the company secretary, of the consolidated entity.
The Company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the Company against a liability incurred as auditor.
During the financial year the consolidated entity paid a premium of $47,000 for Directors’ and Officers’ Liability Insurance. further disclosure is prohibited under the terms of the contract.
Proceedings on Behalf of the Consolidated entity
No person has applied for leave of Court to bring proceedings on behalf of the consolidated entity.
ReeCe AustRAliA limited ANNuAl REpoRt 07 7
~~directors’ Report~~
information on directors and Company secretary
name: Mr L. Alan Wilson Age: 66 position: Chairman & Chief Executive Officer Experience: Appointed to the Board 1969. General Manager 1970 – 1974. Deputy Chairman 1973 – 2001. Managing Director since 1974. Appointed Chairman 2001.
No other directorships of listed companies were held at any time during the three years prior to 30 June 2007.
name: Mr peter J. Wilson Age: 39 position: Executive Director & Chief Operating Officer Experience: B.Comm (Melb). Appointed to the Board 1997.
No other directorships of listed companies were held at any time during the three years prior to 30 June 2007.
name: Mr Bruce W.C. Wilson Age: 61 position: Non-Executive Director Experience: B.Comm (Melb). Appointed to the Board 1970. Secretary 1974 – 1999.
Mr Ronald G. pitcher, AM
name: Mr Ronald G. pitcher, AM Age: 68 position: Non-Executive Director Experience: fCA, fCPA, ACAA.
A chartered accountant and business consultant with over 46 years experience in the accounting profession and in the provision of business advisory services. Appointed to the Board 2003.
Mr Pitcher was a previous partner of the Company’s audit firm until his retirement from the audit firm in 1999.
Committee Membership:
Chairman of Audit Committee Chairman of Remuneration Committee
Directorships of other Listed Companies:
Cellestis Limited 6 years McMillan Shakespeare Limited 3 years National Can Industries Limited 13 years
name: Mr neil G. Cathie Age: 51 position: Company Secretary & Chief financial Officer Experience: fCPA, MAICD, Dip. Bus. Appointed Company Secretary 1999. Joined the consolidated entity in 1981.
Committee Membership: Member of Audit Committee Member of Remuneration Committee
No other directorships of listed companies were held at any time during the three years prior to 30 June 2007.
name: Mr John G. Wilson Age: 69 position: Non-Executive Director Experience: Appointed to the Board 1984. Committee Membership: Member of Audit Committee
No other directorships of listed companies were held at any time during the three years prior to 30 June 2007.
ReeCe AustRAliA limited ANNuAl REpoRt 07 8
~~directors’ Report~~
directors’ meetings
The number of meetings of the board of directors and of each board committee held during the financial year and the number of meetings attended by each director were:
| number of Directors | number of Directors | |
|---|---|---|
| Director | Meetings Attended | Meetings Held Whilst in Offce |
| L.A. Wilson | 10 | 10 |
| P.J. Wilson | 10 | 10 |
| B.W.C. Wilson | 10 | 10 |
| J.G. Wilson | 9 | 10 |
| R.G. Pitcher, AM | 10 | 10 |
| number of Audit Committee | number of Audit Committee | |
| Director | Meetings Attended | Meetings Held Whilst In Offce |
| R.G. Pitcher, AM | 3 | 3 |
| J.G. Wilson | 2 | 3 |
| B.W.C. Wilson | 3 | 3 |
| number of Remuneration | number of Remuneration Committee | |
| Director | Committee Meetings Attended | Meetings Held Whilst In Offce |
| R.G. Pitcher, AM | 2 | 2 |
| B.W.C. Wilson | 2 | 2 |
directors’ interests in shares
Directors’ relevant interests in shares of Reece Australia Limited are detailed below.
| Ordinary Shares of | |
|---|---|
| Director | Reece Australia Limited |
| J.G. Wilson | 67,438,320 |
| L.A. Wilson | 66,625,820 |
| B.W.C. Wilson | 66,508,320 |
| P.J. Wilson | 106,500 |
| R.G. Pitcher, AM | 25,000 |
directors’ interests in Contracts
Directors’ interests in contracts are disclosed in note 26 to the financial statements.
Auditor’s independence declaration
A copy of the auditor’s independence declaration in relation to the audit for the financial year is provided with this report.
ReeCe AustRAliA limited ANNuAl REpoRt 07 9
~~directors’ Report~~
Non-Audit services
Non-audit services are approved by resolution of the Audit Committee and approval is provided in writing to the board of directors. Non-audit services provided by the auditors of the consolidated entity during the year, Pitcher Partners, are detailed below. The directors are satisfied that the provision of the non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
Amounts paid or payable to an auditor for non-audit services provided during the year by the auditor to any entity that is part of the consolidated entity are detailed below.
| are detailed below. | ||
|---|---|---|
| 2007 | 2006 | |
| $ | $ | |
| Audit/Review fees | 408,979 | 358,865 |
| Non-audit fees: | ||
| Taxation services | 21,350 | 18,820 |
| Review of accounting policies | 4,500 | 3,405 |
| Other assurance services | 21,039 | 24,500 |
| 46,889 | 46,725 |
Remuneration Report
remuneration PoLicies
Remuneration of the directors and executives is the responsibility of the Remuneration Committee. The Committee obtains advice where necessary to ensure that the Company attracts and retains talented and motivated directors and employees who can enhance Company performance through their contributions and leadership. In addition, the Committee makes reference to the current employment market in which the consolidated entity operates when setting remuneration arrangements.
The components of remuneration for each executive director and executive are largely cash based and comprise fixed remuneration (including superannuation and benefits) and performance based short-term incentives. There is no share-based remuneration. Performance based cash payments are the responsibility of the Remuneration Committee and are largely related to the Company performance. In determining performance based payments the Committee exercises its discretion having regard to the overall performance of the Company and of the individual. The CEO’s performance based cash payment is 1% of the consolidated entity’s operating profit before tax provided return on equity is 20% or greater. Nonexecutive directors receive fees and do not receive performance based payments. There are no contracts in place. There are no arrangements in place to provide any executive director or executive with retirement benefits other than statutory superannuation and accrued leave entitlements.
Details of the nature and amount of each major element of the remuneration of each director of the Company, and the executives who are directly accountable and responsible for the operational management and strategic direction of the Company and the consolidated entity, are detailed on page 11.
ReeCe AustRAliA limited ANNuAl REpoRt 07 10
~~directors’ Report~~
Key management Personnel
| Short term | Other | post Employment | |||
|---|---|---|---|---|---|
| Salary | performance | non-cash | Super | ||
| & Fees | Based payment | benefts | Contributions | total | |
| $ | $ | $ | $ | $ | |
| Directors | |||||
| L.A. Wilson | |||||
| (Chairman and Chief Executive Offcer) | |||||
| 2007 | 1,227,717 | 1,491,000 |
62,342 | 105,113 | 2,886,172 |
| 2006 | 1,125,000 | 1,246,000 |
17,169 | 87,141 | 2,475,310 |
| p.J. Wilson | |||||
| (Chief Operating Offcer) | |||||
| 2007 | 745,835 | 380,000 |
27,902 | 42,385 | 1,196,122 |
| 2006 | 535,000 | 300,000 |
11,780 | 28,600 | 875,380 |
| B.W.C. Wilson | |||||
| (Non-Executive) | |||||
| 2007 | 50,000 | - |
- | 4,500 | 54,500 |
| 2006 | 50,000 | - |
- | 4,500 | 54,500 |
| J.G. Wilson | |||||
| (Non-Executive) | |||||
| 2007 | 50,000 | - |
- | 4,500 | 54,500 |
| 2006 | 50,000 | - |
- | 4,500 | 54,500 |
| R.G. pitcher | |||||
| (Non-Executive) | |||||
| 2007 | - | - |
- | 81,750 | 81,750 |
| 2006 | 75,000 | - |
- | 6,750 | 81,750 |
| total Remuneration: Directors | |||||
| 2007 | 2,073,552 | 1,871,000 |
90,244 | 238,248 | 4,273,044 |
| 2006 | 1,835,000 | 1,546,000 |
28,949 | 131,491 | 3,541,440 |
| Executives | |||||
| n.G. Cathie | |||||
| (Company Secretary, Chief financial Offcer) | |||||
| 2007 | 512,817 | 345,000 |
49,225 | 105,000 | 1,012,042 |
| 2006 | 458,000 | 290,000 |
27,182 | 81,000 | 856,182 |
| total Remuneration: Executives | |||||
| 2007 | 512,817 | 345,000 |
49,225 | 105,000 | 1,012,042 |
| 2006 | 458,000 | 290,000 |
27,182 | 81,000 | 856,182 |
“Executives” are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. Being a working Board, decisions and direction are exercised through the Board and accordingly, there is only one employee in addition to the directors who is in this category.
Rounding of Amounts
The amounts contained in the report and in the financial report, other than remuneration, have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies. Dated at Melbourne on 28 August 2007.
Signed in accordance with a resolution of Directors.
L.A. WILSOn Chairman
11
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Auditor’s independence declaration~~
To the Directors of Reece Australia Limited
In relation to the independent audit for the financial year ended 30 June 2007, to the best of my knowledge and belief there have been:
-
No contraventions of the auditor independence requirements of the Corporations Act 2001.
-
No contraventions of any applicable code of professional conduct.
A.R. FItZpAtRICK partner 28 August 2007
pItCHER pARtnERS Melbourne
12
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Our goal~~
~~to be the best b y continuall y im rovin p g the service we rovide our p customers.~~
13
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Consolidated income statement for the year ended 30 June 2007~~
| COnSOLIDAtED EntIty |
COnSOLIDAtED EntIty |
pAREnt | EntIty | ||
|---|---|---|---|---|---|
| Notes | 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | ||
| Revenue | |||||
| Sales revenue | 4 | 1,308,703 | 1,113,427 | - | - |
| Other income | 1,359 | 2,210 | 46,812 | 39,840 | |
| 1,310,062 | 1,115,637 | 46,812 | 39,840 | ||
| Cost of goods sold | 926,915 | 794,409 | - | - | |
| Employee benefts expense | 118,744 | 100,667 | - | - | |
| Depreciation | 16,244 | 13,348 | - | - | |
| finance costs | 1,500 | 80 | - | - | |
| Other expenses | 97,529 | 82,550 | - | - | |
| proft before income tax | 4 | 149,130 | 124,583 | 46,812 | 39,840 |
| Income tax expense | 5 | 45,637 | 37,724 | - | - |
| proft for the year | 103,493 | 86,859 | 46,812 | 39,840 | |
| Proft attributable to the members of the parent | 103,493 | 86,859 | 46,812 | 39,840 | |
| Basic earnings per share | 23 | 104 cents | 87 cents | - | - |
| Diluted earnings per share | 23 | 104 cents | 87 cents | - | - |
The Consolidated Income Statement is to be read in conjunction with the notes to the financial statements set out on pages 18 to 32.
14
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Consolidated Balance sheet as at 30 June 2007~~
| COnSOLIDAtED | EntIty | pAREnt | EntIty | ||
|---|---|---|---|---|---|
| Notes | 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | ||
| Current Assets | |||||
| Cash and cash equivalents | 7 | 23,648 | 53,665 | - | - |
| Receivables | 8 | 215,908 | 191,323 | - | - |
| Inventories | 9 | 197,856 | 166,210 | - | - |
| Total Current Assets | 437,412 | 411,198 | - | - | |
| non-Current Assets | |||||
| Receivables | 8 | - | - | 1,812 | 1,812 |
| Other fnancial assets | 10 | - | - | 9,711 | 9,711 |
| Property, plant and equipment | 11 | 211,312 | 176,734 | - | - |
| Intangible assets | 13 | 3,177 | 2,879 | - | - |
| Deferred tax assets | 5 | 15,716 | 14,319 | - | - |
| Total Non-Current Assets | 230,205 | 193,932 | 11,523 | 11,523 | |
| total Assets | 667,617 | 605,130 | 11,523 | 11,523 | |
| Current Liabilities | |||||
| Payables | 14 | 185,646 | 184,264 | - | - |
| Current tax payable | 13,381 | 12,410 | - | - | |
| Provisions | 15 | 13,686 | 11,312 | - | - |
| Other | 17 | 7,152 | 8,539 | - | - |
| Total Current Liabilities | 219,865 | 216,525 | - | - | |
| non-Current Liabilities | |||||
| Long term borrowings | 16 | 5,215 | 3,208 | - | - |
| Provisions | 15 | 9,668 | 9,394 | - | - |
| Total Non-Current Liabilities | 14,883 | 12,602 | - | - | |
| total Liabilities | 234,748 | 229,127 | - | - | |
| net Assets | 432,869 | 376,003 | 11,523 | 11,523 | |
| Equity | |||||
| Contributed equity | 18 | 9,960 | 9,960 | 9,960 | 9,960 |
| Reserves | 19 | 3,072 | 2,887 | 37 | 37 |
| Retained earnings | 20 | 419,837 | 363,156 | 1,526 | 1,526 |
| total Equity | 432,869 | 376,003 | 11,523 | 11,523 |
The Consolidated Balance Sheet is to be read in conjunction with the notes to the financial statements set out on pages 18 to 32.
15
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Consolidated statement Of Changes in equity as at 30 June 2007~~
| COnSOLIDAtED EntIty | COnSOLIDAtED EntIty | pAREnt | EntIty | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | |
| total equity at the beginning of the year | 376,003 | 329,100 | 11,523 | 11,523 |
| Exchange differences on translation of foreign operations | 185 | (116) | - | - |
| net income recognised directly in equity | 185 | (116) | - | - |
| proft for the year | 103,493 | 86,859 | 46,812 | 39,840 |
| total recognised income and expense for the period | 103,678 | 86,743 | 46,812 | 39,840 |
| transactions with equity holders in their capacity as | ||||
| equity holders: | ||||
| Dividends paid | (46,812) | (39,840) | (46,812) | (39,840) |
| total equity at the end of the year | 432,869 | 376,003 | 11,523 | 11,523 |
The Consolidated Statement of Changes in Equity is to be read in conjunction with the notes to the financial statements set out on pages 18 to 32.
ReeCe AustRAliA limited ANNuAl REpoRt 07 16
~~Consolidated statement Of Cash Flows for the year ended 30 June 2007~~
| COnSOLIDAtED EntIty | COnSOLIDAtED EntIty | pAREnt | EntIty | ||
|---|---|---|---|---|---|
| Notes | 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | ||
| Cash fow from operating activities | |||||
| Receipts from customers | 1,413,531 | 1,205,194 | - | - | |
| Payments to suppliers and employees | (1,299,408) | (1,077,734) | - | - | |
| Dividends received | - | - | 46,812 | 39,840 | |
| Interest received | 741 | 1,542 | - | - | |
| Borrowing costs | (1,500) | (80) | - | - | |
| Income tax paid | (46,053) | (38,298) | - | - | |
| net cash provided by operating activities | 21(a) | 67,311 | 90,624 | 46,812 | 39,840 |
| Cash fow from investing activities | |||||
| Payment for property, plant and equipment | (53,323) | (44,330) | - | - | |
| Proceeds from sale of property, plant and equipment | 1,188 | 906 | - | - | |
| Purchase of intangibles | - | (2,879) | - | - | |
| net cash used in investing activities | (52,135) | (46,303) | - | - | |
| Cash fow from fnancing activities | |||||
| Dividends paid | (46,812) | (39,840) | (46,812) | (39,840) | |
| Repayment of borrowings | (333,000) | - | - | - | |
| Proceeds from borrowings | 334,619 | 3,208 | - | - | |
| net cash used in fnancing activities | (45,193) | (36,632) | (46,812) | (39,840) | |
| net (decrease) increase in cash and cash equivalents | (30,017) | 7,689 | - | - | |
| Cash and cash equivalents | 53,665 | 45,976 | - | - | |
| at the beginning of the year | |||||
| Cash and cash equivalents at the end of the year | 23,648 | 53,665 | - | - |
The Consolidated Statement of Cash flows is to be read in conjunction with the notes to the financial statements set out on pages 18 to 32.
ReeCe AustRAliA limited ANNuAl REpoRt 07 17
~~Notes~~
~~to the fnancial statements for the year ended 30 June 2007~~
1. Basis of Preparation
The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Urgent Issues Group Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 .
The financial report covers Reece Australia Limited as an individual parent entity and Reece Australia Limited and controlled entities as a consolidated entity. Reece Australia Limited is a company limited by shares, incorporated and domiciled in Australia.
The following is a summary of material accounting policies adopted by the consolidated entity in the preparation and presentation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
(a) Basis of preparation of the financial report
Compliance with IFRS
Australian Accounting Standards include Australian Equivalents to International financial Reporting Standards (AIfRSs). Compliance with AIfRS ensures compliance with International financial Reporting Standards (IfRSs).
Historical Cost Convention
The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for certain classes of assets as described in the accounting policies.
(b) principles of Consolidation
The consolidated financial statements are those of the consolidated entity, comprising the financial statements of the parent entity and of all entities which Reece Australia Limited controlled from time to time during the year and at balance date. Details of the controlled entities are contained in Note 30.
The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies which may exist.
All inter-company balances and transactions, including any unrealised profits or losses have been eliminated on consolidation.
- (c) Revenue Recognition
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Risks and rewards of ownership are considered passed to the buyer at the time of delivery of the goods to the customer.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
Dividend revenue is recognised when the right to receive a dividend has been established.
All revenue is stated net of the amounts of goods and services tax (GST).
- (d) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and at banks, shortterm deposits with an original maturity of three months or less held at call with financial institutions, net of bank overdrafts.
(e) Inventories
Inventories are measured at the lower of cost and net realisable value. Cost is based on the first-in first-out principle.
- (f) property, plant and equipment
All classes of property, plant and equipment are stated at cost less depreciation and any accumulated impairment losses.
Depreciation
Land is not depreciated. The depreciable amounts of all other fixed assets are depreciated on a straight-line basis over their estimated useful lives commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The useful lives for each class of assets are:
| Buildings fixtures, fttings and equipment |
2007 25 years 2.7 to 20 years |
2006 25 years 2.7 to 20 years |
|
|---|---|---|---|
| Motor vehicles | 5 to 8 years | 5 to 8 years |
ReeCe AustRAliA limited ANNuAl REpoRt 07 18
~~Notes~~
~~to the fnancial statements for the year ended 30 June 2007~~
g) Leases
Leases of buildings, plant and equipment under which the parent entity or its controlled entities do not assume substantially all the risks and benefits of ownership are classified as operating leases.
Lease payments for operating leases, where substantially all of the risks and benefits remain with the lessor, are charged as expenses in the period in which they are incurred.
(h) Intangibles
Goodwill
Goodwill is not amortised but is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is carried at cost less accumulated impairment losses, if any.
- (i) Impairment of assets
Assets with an indefinite useful life are not amortised but are tested annually for impairment in accordance with AASB 136. Assets subject to annual depreciation or amortisation are reviewed for impairment whenever events or circumstances arise that indicate that the carrying amount of the asset may be impaired.
An impairment loss is recognised where the carrying amount of the asset exceeds its recoverable amount. The recoverable amount of an asset is defined as the higher of its fair value less costs to sell and value in use.
(j) taxes
Current income tax expense or revenue is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities.
A balance sheet approach is adopted under which deferred tax assets and liabilities are recognised for temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred tax asset or liability is recognised in relation to temporary differences arising from the initial recognition of an asset or a liability if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for temporary differences and unused tax losses only when it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
(k) Employee Benefits
Liabilities arising in respect of wages and salaries, annual leave, and any other employee benefits expected to settle within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled.
All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date.
Contributions are made by the economic entity to employee superannuation funds and are charged as expenses when incurred.
- (l) Financial Instruments
Financial Assets
Trade receivables are carried at full amounts due less provision for doubtful debts. Amounts receivable from other debtors are carried at full amounts due. Amounts receivable from related parties are carried at full amounts due.
Financial Liabilities
Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the economic entity.
- (m) Foreign Currencies
Functional and presentation currency
The financial statements of each group entity are measured using its functional currency, which is the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars, as this is the parent entity’s functional and presentation currency.
Transactions and Balances
Transactions in foreign currencies of entities within the consolidated entity are translated into functional currency at the rate of exchange ruling at the date of the transaction.
foreign currency monetary items that are outstanding at the reporting date (other than monetary items arising under foreign currency contracts where the exchange rate for that monetary item is fixed in the contract) are translated using the spot rate at the end of the financial year.
Resulting exchange differences arising on settlement or re-statement are recognised as revenues and expenses for the financial year.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
Tax Consolidation
The parent entity and its Australian controlled entities have formed an income tax consolidated group under the tax consolidation legislation. The parent entity is responsible for recognising the current tax liabilities and deferred tax assets arising in respect of tax losses for the tax consolidated group. The tax consolidated group has also entered into a tax funding agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group.
19
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Notes to the fnancial statements for the year ended 30 June 2007~~
Group Companies
The financial statements of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows:
-
Assets and liabilities are translated at year-end exchange rates prevailing at the reporting date;
-
Income and expenses are translated at average exchange rates for the period; and
-
All resulting exchange differences are recognised as a separate component of equity.
Exchange differences arising on translation of foreign operations are transferred directly to the group’s foreign currency translation reserve as a separate component of equity in the balance sheet.
2. Critical Accounting estimates and Judgements.
The group makes certain estimates and assumptions concerning the future, which, by definition, will seldom represent actual results. The estimates and assumptions that have a significant inherent risk in respect of estimates based on future events, which could have a material impact on the assets and liabilities in the next financial year, are discussed below:
Income taxes
Income tax benefits are based on the assumption that no adverse change will occur in the income tax legislation and the anticipation that the company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
(n) Hedge Accounting
- Certain derivatives are designated as hedging instruments and are further classified as fair value hedges.
At the inception of each hedging transaction the group documents the relationship between the hedging instruments and hedged items, its risk management objective and its strategy for undertaking the hedge transaction. The group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.
3. Financial Risk management
Forward exchange contracts
The group enters into forward exchange contracts to buy specified amounts of foreign currencies in the future at stipulated exchange rates. The objective in entering the forward exchange contracts is to protect the economic entity against unfavourable exchange rate movements for both the contracted and anticipated future purchases undertaken in foreign currencies.
Fair value hedge
Changes in fair value of derivatives that are designated and qualified as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
(o) Comparatives
Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures.
(p) Rounding Amounts
The Company is of a kind referred to in ASIC Class Order 98/100, and in accordance with that Class Order, amounts in the financial statements have been rounded off to the nearest thousand dollars, or in certain cases, to the nearest dollar.
ReeCe AustRAliA limited ANNuAl REpoRt 07 20
~~Notes~~
~~to the fnancial statements for the year ended 30 June 2007~~
| COnSOLIDAtED EntIty | COnSOLIDAtED EntIty | pAREnt | EntIty | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | |
| 4. Proft from Continuing Operations | ||||
| Proft from continuing operations before income tax has been | ||||
| determined after: | ||||
| Revenues | ||||
| Sales | 1,308,703 | 1,113,427 | - | - |
| Other Income | ||||
| Dividends received or due and receivable | - | - | 46,812 | 39,840 |
| from related entities | ||||
| Interest received or due and receivable | 741 | 1,542 | - | - |
| from other persons | ||||
| Net gain on sale or disposal of property, | 241 | 291 | - | - |
| plant and equipment | ||||
| foreign currency gain | - | 112 | - | - |
| Bad debts recovered | 377 | 265 | - | - |
| 1,359 | 2,210 | 46,812 | 39,840 | |
| total revenues from continuing operations | 1,310,062 | 1,115,637 | 46,812 | 39,840 |
| Expenses | ||||
| Cost of goods sold | 926,915 | 794,409 | - | - |
| Bad debts written off: | ||||
| Trade Debtors | 1,373 | 1,196 | - | - |
| Depreciation: | ||||
| Buildings | 3,072 | 2,654 | - | - |
| Motor vehicles | 5,081 | 4,276 | - | - |
| fixtures, fttings and equipment | 8,091 | 6,418 | - | - |
| Employee benefts expense: | ||||
| Wages and salaries | 109,997 | 93,232 | - | - |
| Superannuation costs | 8,747 | 7,435 | - | - |
| Interest | 1,500 | 80 | - | - |
| Other expense items: | ||||
| Provision for inventory obsolescence | 400 | 1,040 | - | - |
| Provision for warranty | 537 | - | - | - |
| foreign currency loss | 1,084 | - | - | - |
| Operating lease rentals | 13,282 | 10,597 | - | - |
21
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Notes to the fnancial statements for the year ended 30 June 2007~~
| COnSOLIDAtED | EntIty | pAREnt | EntIty | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $000’s) | ($000’s) | ($000’s) | ($000’s) | |
| 5. income tax | ||||
| (a) The components of tax expense: | ||||
| Current tax | 46,683 | 39,516 | - | - |
| Deferred tax | (1,397) | (1,699) | - | - |
| Under(over)provision in prior years | 351 | (93) | - | - |
| Income tax expense | 45,637 | 37,724 | - | - |
| (b) The prima facie tax on proft, using tax rates applicable in the | ||||
| country of operation, differs from the income tax provided in the | ||||
| fnancial statements as follows: | ||||
| At the statutory income tax rate of 30% | 44,739 | 37,375 | 14,044 | 11,952 |
| (2006: 30%) | ||||
| Tax effect of amounts which are not deductible in calculating | ||||
| taxable income: | ||||
| Non-deductible expenditure | 547 | 442 | - | - |
| Underprovision in prior year | 351 | (93) | - | - |
| Rebateable dividends | - | - | (14,044) | (11,952) |
| Income tax expense | 45,637 | 37,724 | - | - |
| (c) Deferred tax asset relates to the following: | ||||
| Employee benefts | 6,517 | 5,884 | - | - |
| Other provisions | 4,544 | 4,263 | - | - |
| Losses available for offset against future taxable income | - | 66 | - | - |
| Depreciation of buildings | 4,655 | 4,106 | - | - |
| 15,716 | 14,319 | - | - | |
| Movement in deferred tax asset: | ||||
| Balance at beginning of year | 14,319 | 12,620 | - | - |
| Credited to the income statement | 1,397 | 1,699 | - | - |
| Balance at the end of the year | 15,716 | 14,319 | - | - |
| Deferred tax asset not brought to account | ||||
| Deferred tax asset relating to unused capital tax losses at 30% | 495 | 495 | - | - |
| (2006: 30%) |
The deferred tax asset which has not been recognised as an asset will only be obtained if:
-
(i) the tax consolidated group derives future assessable income of a nature and an amount sufficient to enable the benefit to be realised; and
-
(ii) the tax consolidated group continues to comply with the conditions for deductibility imposed by the law; and
-
(iii) no changes in tax legislation adversely affect the group in realising the benefit.
ReeCe AustRAliA limited ANNuAl REpoRt 07 22
~~Notes to the fnancial statements for the year ended 30 June 2007~~
| COnSOLIDAtED | EntIty | pAREnt EntIty | ||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | |
| 6. dividends Paid and Proposed | ||||
| The following are the dividends paid and/or proposed | ||||
| for the fnancial year: | ||||
| In respect of the previous fnancial year: | ||||
| final dividend of 30 cents per share paid | 29,880 | 25,896 | 29,880 | 25,896 |
| 26 October 2006 (fully franked to 30%) | ||||
| In respect of the current fnancial year: | ||||
| Interim dividend of 17 cents per share paid | 16,932 | 13,944 | 16,932 | 13,944 |
| 23 March 2007 (fully franked to 30%) | ||||
| Dividend Declared to be paid 25 October 2007 | 34,860 | 29,880 | 34,860 | 29,880 |
| (35 cents per share fully franked) | ||||
| 51,792 | 43,824 | 51,792 | 43,824 | |
| Dividend franking account | ||||
| Balance of franking account at year end adjusted | 207,688 | 193,884 | 207,688 | 193,884 |
| for franking credits arising from payment of income | ||||
| tax and franking debits arising from dividends paid. | ||||
| Impact on the franking account of dividends | (14,940) | (12,805) | (14,940) | (12,805) |
| recommended by the directors since the year | ||||
| end but not recognised as a liability at year end. | ||||
| 192,748 | 181,079 | 192,748 | 181,079 | |
| 7. Cash and Cash equivalents | ||||
| Cash on hand | 242 | 220 | - | - |
| Cash on deposit | 23,406 | 53,445 | - | - |
| 23,648 | 53,665 | - | - |
ReeCe AustRAliA limited ANNuAl REpoRt 07 23
~~Notes to the fnancial statements for the year ended 30 June 2007~~
| COnSOLIDAtED EntIty | COnSOLIDAtED EntIty | pAREnt | EntIty | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | |
| 8. Receivables | ||||
| Current | ||||
| Trade debtors | 201,448 | 178,406 | - | - |
| Less: Provision for doubtful debts | (5,379) | (5,379) | - | - |
| 196,069 | 173,027 | - | - | |
| Other debtors and prepayments | 19,839 | 18,296 | - | - |
| 215,908 | 191,323 | - | - | |
| Non-current | ||||
| Loans, controlled entities | - | - | 1,812 | 1,812 |
| 9. inventories | ||||
| Current | ||||
| finished goods, at cost | 206,026 | 173,980 | - | - |
| Less: Provision for obsolescence | (8,170) | (7,770) | - | - |
| 197,856 | 166,210 | - | - | |
| 10. Other Financial Assets | ||||
| Non-current | ||||
| Shares in related corporations at cost | - | - | 9,711 | 9,711 |
| 11. Property, Plant and equipment | ||||
| freehold land at cost | 60,992 | 49,286 | - | - |
| freehold buildings at cost | 81,414 | 74,203 | - | - |
| Less: Accumulated depreciation | (26,377) | (23,415) | - | - |
| 116,029 | 100,074 | - | - | |
| Total land and buildings | 142,406 | 123,489 | - | - |
| Less: Accumulated depreciation | (26,377) | (23,415) | - | - |
| 116,029 | 100,074 | - | - | |
| fixtures, fttings and equipment at cost | 127,634 | 104,494 | - | - |
| Less: Accumulated depreciation | (58,366) | (50,280) | - | - |
| 69,268 | 54,214 | - | - | |
| Motor vehicles at cost | 46,830 | 41,743 | - | - |
| Less: Accumulated depreciation | (20,815) | (19,297) | - | - |
| 26,015 | 22,446 | - | - | |
| Total property, plant and equipment | 211,312 | 176,734 | - | - |
ReeCe AustRAliA limited ANNuAl REpoRt 07 24
~~Notes to the fnancial statements for the year ended 30 June 2007~~
11. Property, Plant and equipment (continued)
Reconciliations
Reconciliations of the carrying amounts of property, plant and equipment at the beginning and end of the current financial year.
| COnSOLIDAtED | EntIty | |
|---|---|---|
| 2007 | 2006 | |
| ($000’s) | ($000’s) | |
| freehold land | ||
| Carrying amount at beginning of year | 49,286 | 43,939 |
| Additions | 11,731 | 5,754 |
| Disposals | (25) | (407) |
| Carrying amount at end of year | 60,992 | 49,286 |
| Buildings | ||
| Carrying amount at beginning of year | 50,788 | 43,577 |
| Additions | 7,360 | 9,865 |
| Disposals | (39) | - |
| Depreciation | (3,072) | (2,654) |
| Carrying amount at end of year | 55,037 | 50,788 |
| fixtures, fttings & equipment | ||
| Carrying amount at beginning of year | 54,214 | 37,328 |
| Additions | 23,147 | 23,391 |
| Disposals | (2) | (87) |
| Depreciation | (8,091) | (6,418) |
| Carrying amount at end of year | 69,268 | 54,214 |
| Motor vehicles | ||
| Carrying amount at beginning of year | 22,446 | 18,052 |
| Additions | 9,530 | 9,198 |
| Disposals | (880) | (528) |
| Depreciation | (5,081) | (4,276) |
| Carrying amount at end of year | 26,015 | 22,446 |
12. Current Value of land and Buildings
A directors’ valuation of land and buildings was undertaken on 30 June 2007. In their valuation, the directors took account of independent valuations previously obtained. As at 30 June 2007, the directors’ assessment of the current market value of land and buildings is $186,301,468.
| COnSOLIDAtED | EntIty | pAREnt | EntIty | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | |
| 13. intangibles | ||||
| Goodwill at cost | 3,177 | 2,879 | - | - |
| Accumulated impairment loss | - | - | - | - |
| 3,177 | 2,879 | - | - |
ReeCe AustRAliA limited ANNuAl REpoRt 07 25
~~Notes to the fnancial statements for the year ended 30 June 2007~~
| COnSOLIDAtED EntIty |
COnSOLIDAtED EntIty |
pAREnt | EntIty | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | |
| 14. Payables | ||||
| Current | ||||
| Trade creditors and accruals | 185,646 | 184,264 | - | - |
| 15. Provisions | ||||
| Current | ||||
| Employee benefts | 12,087 | 10,250 | - | - |
| Warranty | 1,599 | 1,062 | - | - |
| 13,686 | 11,312 | - | - | |
| Non-current | ||||
| Employee benefts | 9,668 | 9,394 | - | - |
| Aggregate employee benefts liability | 21,755 | 19,644 | - | - |
| Number of employees at year end | 2,950 | 2,677 | - | - |
| 16. long term Borrowings | ||||
| Non-current | ||||
| Secured | ||||
| fixed rate term loan | 5,215 | 3,208 | - | - |
| Under a facility for NZ$8M established by | ||||
| Reece New Zealand Limited with the Bank of New Zealand | ||||
| which is guaranteed by Reece Australia Limited | ||||
| and Reece Pty Ltd. | ||||
| 17. Other Current liabilities | ||||
| Amounts owing under contract | 7,152 | 8,539 | - | - |
| 18. Contributed equity | ||||
| Issued and paid up capital | ||||
| Ordinary shares fully paid | 9,960 | 9,960 | 9,960 | 9,960 |
| (99,600,000 ordinary shares) | ||||
| Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. | ||||
| At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a | ||||
| show of hands. | ||||
| 19. Reserves | ||||
| Asset revaluation reserve | 461 | 461 | - | - |
| General reserve | 51 | 51 | - | - |
| Capital profts reserve | 2,491 | 2,491 | 37 | 37 |
| foreign currency translation reserve | 69 | (116) | - | - |
| 3,072 | 2,887 | 37 | 37 |
26
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Notes~~
~~to the fnancial statements for the year ended 30 June 2007~~
| COnSOLIDAtED EntIty | COnSOLIDAtED EntIty | pAREnt | EntIty | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | |
| 20. Retained earnings | ||||
| Balance at the beginning of year | 363,156 | 316,137 | 1,526 | 1,526 |
| Net proft attributable to members of parent entity | 103,493 | 86,859 | 46,812 | 39,840 |
| Dividends paid | (46,812) | (39,840) | (46,812) | (39,840) |
| Balance at end of year | 419,837 | 363,156 | 1,526 | 1,526 |
| 21. Cash Flow information | ||||
| (a) Reconciliation of the net proft after tax to the net cash fows | ||||
| from operations: | ||||
| Net proft | 103,493 | 86,859 | 46,812 | 39,840 |
| Add/(less) non cash items: | ||||
| Proft on sale or disposal of non-current assets | (241) | (291) | - | - |
| Depreciation | 16,244 | 13,348 | - | - |
| Exchange translation | 144 | (116) | - | - |
| Amounts set aside to provisions | 2,648 | 2,220 | - | - |
| net cash fows from operations before | 122,288 | 102,020 | 46,812 | 39,840 |
| change in assets and liabilities | ||||
| Change in assets and liabilities | ||||
| (Increase)/decrease in trade debtors | (23,042) | (17,368) | - | - |
| (Increase)/decrease in other debtors | (1,543) | 769 | - | - |
| (Increase)/decrease in inventory | (31,646) | (23,120) | - | - |
| Increase/(decrease) in trade creditors and accruals | 1,680 | 28,897 | - | - |
| (Decrease)/increase in income taxes payable | 971 | 1,125 | - | - |
| (Increase)/decrease in deferred tax assets | (1,397) | (1,699) | - | - |
| net cash fow from operating activities | 67,311 | 90,624 | 46,812 | 39,840 |
27
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Notes to the fnancial statements for the year ended 30 June 2007~~
| COnSOLIDAtED | EntIty |
pAREnt | EntIty | ||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | ||
| 21. Cash Flow information (continued) | |||||
| (b) financing facilities | |||||
| Bank Loans and Overdraft | |||||
| Bank facilities are secured byDeeds of Negative Pledge | |||||
| The consolidated entity has access | to the following lines of credit: | ||||
| Total facilities available and unused at 30 June 2007 | |||||
| Bank Overdraft | - facility | 5,000 | 25,000 | - | - |
| - unused | 5,000 | 25,000 | - | - | |
| Committed Cash Advance | - facility | 67,256 | 6,579 | - | - |
| - unused | 62,041 | 3,371 | - | - | |
| Uncommitted Cash Advance | - facility | 50,000 | - | - | - |
| - unused | 50,000 | - | - | - | |
| Uncommitted Placement Line | - facility | 25,000 | - | - | - |
| - unused | 25,000 | - | - | - | |
| Bank Guarantees | - facility | 1,500 | 300 | - | - |
| - unused | 961 | 181 | - | - | |
| Trade Refnance & documentary | |||||
| letters of credit/surrenders | - facility | 5,000 | 5,000 | - | - |
| - unused | 2,614 | 1,663 | - | - | |
| Credit cards | - facility | 3,427 | 3,220 | - | - |
| - unused | 2,957 | 3,171 | - | - | |
| Total | - facility | 157,183 | 40,099 | - | - |
| - unused | 148,573 | 33,386 | - | - | |
| 22. Commitments | |||||
| future operating lease rentals not provided for and payable | |||||
| in respect of: | |||||
| Buildings | 66,325 | 41,215 | - | - | |
| Equipment | 3,440 | 4,301 | - | - | |
| 69,765 | 45,516 | - | - | ||
| Due not later than one year | 16,263 | 11,750 | - | - | |
| Due later than one year but not later | than fve years | 37,201 | 27,685 | - | - |
| Due later than fve years | 16,301 | 6,081 | - | - | |
| 69,765 | 45,516 | - | - |
| COnSOLIDAtED EntIty | COnSOLIDAtED EntIty | |
|---|---|---|
| 2007 | 2006 | |
| 23. earnings per share | ||
| Earnings used in calculating basic and diluted earnings per share. | 103,493,022 | 86,858,741 |
| Weighted average number of ordinary shares outstanding during the year used in the calculation of basic | 99,600,000 | 99,600,000 |
| and diluted earnings per share. | ||
| The earnings per share has been calculated on the weighted average of share capital during the year. | 104 cents | 87 cents |
ReeCe AustRAliA limited ANNuAl REpoRt 07 28
~~Notes~~
~~to the fnancial statements for the year ended 30 June 2007~~
24. Key Management Personnel Compensations
| Short | Term | Other | Post | |||
|---|---|---|---|---|---|---|
| Employment | ||||||
| Salary & Fees | Performance | Non-cash | Super | Total | Relevant interest | |
| Based Payment | benefts | Contributions | in ordinary shares | |||
| of parent entity | ||||||
| $ | $ | $ | $ | $ | ||
| Directors | ||||||
| L.A. Wilson | ||||||
| (Chairman and Chief Executive Offcer) | ||||||
| 2007 | 1,227,717 | 1,491,000 | 62,342 | 105,113 | 2,886,172 | 66,625,820 |
| 2006 | 1,125,000 | 1,246,000 | 17,169 | 87,141 | 2,475,310 | 66,625,820 |
| P.J. Wilson (Chief Operating Offcer) | ||||||
| 2007 | 745,835 | 380,000 | 27,902 | 42,385 | 1,196,122 | 106,500 |
| 2006 | 535,000 | 300,000 | 11,780 | 28,600 | 875,380 | 106,500 |
| B.W.C. Wilson (Non-Executive) | ||||||
| 2007 | 50,000 | - | - | 4,500 | 54,500 | 66,508,320 |
| 2006 | 50,000 | - | - | 4,500 | 54,500 | 66,508,320 |
| J.G. Wilson (Non-Executive) | ||||||
| 2007 | 50,000 | - | - | 4,500 | 54,500 | 67,438,320 |
| 2006 | 50,000 | - | - | 4,500 | 54,500 | 67,438,320 |
| R.G. Pitcher (Non-Executive) | ||||||
| 2007 | - | - | - | 81,750 | 81,750 | 25,000 |
| 2006 | 75,000 | - | - | 6,750 | 81,750 | 25,000 |
| Total Remuneration: Directors | ||||||
| 2007 | 2,073,552 | 1,871,000 | 90,244 | 238,248 | 4,273,044 | |
| 2006 | 1,835,000 | 1,546,000 | 28,949 | 131,491 | 3,541,440 | |
| Executives | ||||||
| N.G. Cathie | ||||||
| (Company Secretary, Chief Financial Offcer) | ||||||
| 2007 | 512,817 | 345,000 | 49,225 | 105,000 | 1,012,042 | 30,480 |
| 2006 | 458,000 | 290,000 | 27,182 | 81,000 | 856,182 | 30,480 |
| Total Remuneration: Executives | ||||||
| 2007 | 512,817 | 345,000 | 49,225 | 105,000 | 1,012,042 | |
| 2006 | 458,000 | 290,000 | 27,182 | 81,000 | 856,182 |
Remuneration of the directors and executives is the responsibility of the Remuneration Committee. The Committee obtains advice where necessary to ensure that the Company attracts and retains talented and motivated directors and employees who can enhance Company performance through their contributions and leadership. In addition, the Committee makes reference to the current employment market in which the consolidated entity operates when setting remuneration arrangements.
The components of remuneration for each executive director and executive are largely cash based and comprise fixed remuneration (including superannuation and benefits) and performance based short-term incentives. There is no share-based remuneration. Performance based cash payments are the responsibility of the Remuneration Committee and are largely related to the Company performance. In determining performance based
payments the Committee exercises its discretion having regard to the overall performance of the Company and of the individual. The CEO’s performance based cash payment is 1% of the consolidated entity’s operating profit before tax provided return on equity is 20% or greater. Non-executive directors receive fees and do not receive performance based payments. There are no contracts in place. There are no arrangements in place to provide any executive director or executive with retirement benefits other than statutory superannuation and accrued leave entitlements.
Details of the nature and amount of each major element of the remuneration of each director of the Company, and the executives who are directly accountable and responsible for the operational management and strategic direction of the Company and the consolidated entity, are detailed above.
ReeCe AustRAliA liMited AnnuAl RepoRt 07 29
~~Notes to the fnancial statements for the year ended 30 June 2007~~
| COnSOLIDAtED | EntIty | pAREnt | EntIty | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| ($000’s) | ($000’s) | ($000’s) | ($000’s) | |
| 25. Auditor’s Remuneration | ||||
| Amounts received or due and receivable by Pitcher Partners for: | ||||
| An audit or review of the fnancial report of the entity | 409 | 359 | - | - |
| and any other entity in the consolidated entity | ||||
| Other fnancial services | 47 | 47 | - | - |
| 456 | 406 | - | - |
26. Related Party disclosures
(a) Directors
The names of each person holding the position of Director of Reece Australia Limited during the financial year were L.A. Wilson, B.W.C. Wilson, J.G. Wilson, P.J. Wilson and R.G. Pitcher.
Details of directors’ remuneration, superannuation and retirement payments are set out in Note 24.
Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the consolidated entity since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year end.
Directors of the Company, Messrs L.A. Wilson, B.W.C. Wilson and J. G. Wilson have a beneficial interest in an entity that sold plumbing and building supplies to the consolidated entity. All dealings are in the ordinary course of business and on normal terms and conditions no more favourable than those which it is reasonable to expect would have been accepted if dealing at arms length in the same circumstances. Goods purchased from this entity during the year total $2,979,350 (2006 $3,540,500) of which $211,962 (2006 $307,192) was owing at year end.
Directors of the Company Messrs L.A. Wilson, B.W.C. Wilson and J.G. Wilson have a beneficial interest in entities that lease premises to the consolidated entity. All dealings with these entities are in the ordinary course of business and on normal terms and conditions no more favourable than those which would have been expected if dealing at arms length in the same circumstances. Lease rentals paid to these entities during the year were $949,225 (2006 $901,215).
from time to time, directors of the Company or its controlled entities, may purchase goods from the consolidated entity. These transactions are on the same terms and conditions as those entered into by other consolidated entity employees.
(b) Ownership Interests in Related parties
Details of interests in controlled entities are set out in Note 30.
27. segment information
The sole activity of the consolidated entity is that of plumbing, building and hardware merchants in Australia and New Zealand.
30
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Notes~~
~~to the fnancial statements for the year ended 30 June 2007~~
28. Amounts Payable in Foreign Currencies
The Australian dollar equivalents of amounts payable in foreign currencies, calculated at the year-end exchange rates, are as follows:
| US DOLLAR EURO OtHER |
US DOLLAR EURO OtHER |
US DOLLAR EURO OtHER |
US DOLLAR EURO OtHER |
|---|---|---|---|
| 2007 ($000’s) 2006 ($000’s) 2007 ($000’s) 2006 ($000’s) 2007 ($000’s) 2006 ($000’s) |
|||
| Current 2,577 2,635 2,782 2,374 369 384 Non-current - - - - - - |
|||
| 2,577 2,635 2,782 2,374 369 384 |
|||
| 29. Financial instruments (a) terms, conditions and accounting policies |
|||
| RECOGnISED FInAnCIAL InStRUMEnt | nOtE | ACCOUntInG pOLICy | tERMS & COnDItIOnS |
| i) Financial assets Cash Receivables – trade Receivables – other |
7 8 8 |
Cash is carried at face value. Trade receivables are carried at nominal amounts less any provision for doubtful debts. Other receivables are carried at nominal amounts due. |
Cash balances in bank accounts receive the bank benchmark interest rates. Cash is at call. Trade receivables are on 30 day terms. |
| ii) Financial liabilities Trade creditors and accruals Amounts owing under contract |
14 17 |
Recognised for amounts to be settled in the future, whether or not billed to the consolidated entity. Amounts owing under contract are carried at the principal amount. |
Trade payables are ordinarily settled within 30 day terms. |
| iii) Equity Ordinary Shares |
18 | Ordinary share capital is recognised at the paid up amount of each share. |
The Company is authorised to issue up to 200,000,000 ordinary shares. (2006: 200,000,000) |
31
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~Notes to the fnancial statements for the year ended 30 June 2007~~
29. Financial instruments (cont’d)
-
(b) Credit risk exposures
-
At balance date, the maximum exposure to credit risk, excluding the value of any collateral or other security, to recognised financial assets is the carrying amount of those assets, net of any provisions for doubtful debts as disclosed in the Balance Sheet and Notes to the financial Statements.
Credit risk for derivative financial instruments arises from the potential failure by counterparties to the contract to meet their obligations. The credit risk exposure to forward exchange contracts is the net fair value of these contracts.
The consolidated entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the consolidated entity.
- Concentrations of credit risk
The consolidated entity minimises concentrations of credit risk in relation to trade receivables by undertaking transactions with a large number of customers.
-
(c) Fair values
-
The net fair value of financial assets and financial liabilities approximates their carrying amounts as disclosed in the Balance Sheet and Notes to the financial Statements.
-
(d) Forward exchange contracts
-
The consolidated entity enters into forward exchange contracts to buy and sell specified amounts of foreign currency in the future at stipulated exchange rates. The objective in entering the forward exchange contracts is to protect the consolidated entity against unfavourable exchange rate movements for both the contracted and anticipated future purchases undertaken in foreign currencies.
-
The accounting policy in regard to forward exchange contracts is detailed in Note 1 (n).
At balance date, the details of outstanding forward exchange contracts, all of which will be settled within twelve months, are:
| 2007 | 2006 | |
|---|---|---|
| US dollar | 15,800,000 | 4,100,000 |
| EURO | 2,050,000 | 650,000 |
30. Particulars in Relation to Corporations in the Group
| OWnERSHIp pERCEntAGE 2007 |
OWNERSHIP PERCENTAGE 2006 |
||
|---|---|---|---|
| name of entity | % | % | |
| Parent entity | |||
| Reece Australia Limited | |||
| Controlled entities of Reece | |||
| Australia Limited | |||
| 1. Reece Pty Ltd 2. Plumbing World Pty Ltd |
100% 100% |
100% 100% |
|
| 3. Reece Project Supply Pty Ltd | 100% | 100% | |
| 4. Reece International Pty Ltd | 100% | 100% | |
| 5. Reece New Zealand Limited | 100% | 100% |
Notes
(i) Controlled entities 1 to 4 are incorporated in Australia
(ii) Controlled entity 5 is incorporated in New Zealand
(iii) All shareholdings are of ordinary shares
(iv) Controlled entities 1 to 4 carry on business in Australia only
(v) Controlled entity 5 carries on business in New Zealand only
(vi) All corporations financial years end on 30 June
31. subsequent events
There has been no matter or circumstance, which has arisen since 30 June 2007, that has significantly affected or may significantly affect:
-
(a) the operations, in financial years subsequent to 30 June 2007, of the consolidated entity, or
-
(b) the results of those operations, or
-
(c) the state of affairs, in financial years subsequent to 30 June 2007, of the consolidated entity.
32
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~directors declaration~~
The directors declare that the financial statements and notes set out on pages 14 to 32 in accordance with the Corporations Act 2001:
-
(a) Comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
(b) Give a true and fair view of the financial position of the company and the consolidated entity as at 30 June 2007 and of their performance as represented by the results of their operations, changes in equity and their cash flows, for the year ended on that date.
In the directors’ opinion there are reasonable grounds to believe that Reece Australia Limited will be able to pay its debts as and when they become due and payable.
This declaration has been made after receiving the declarations required to be made by the Chief Executive Officer and Chief financial Officer to the directors in accordance with section 295A of the Corporations Act 2001 for the financial period ending 30 June 2007.
This declaration is made in accordance with a resolution of the directors. Dated at Melbourne on 28 August 2007.
L.A. Wilson Chairman
33
ReeCe AustRAliA limited ANNuAl REpoRt 07
~~independent Audit Report~~
We have audited the accompanying financial report of Reece Australia Limited and controlled entities. The financial report comprises the Balance Sheet as at 30 June 2007, and the Income Statement, Statement of Changes in Equity and Cash flow Statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the director’s declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of financial Statements, that compliance with the Australian equivalents to International financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement in the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Auditor’s Opinion
In our opinion,
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(a) the financial report of Reece Australia Limited is in accordance with the Corporations Act 2001, including:
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(i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2007 and of their performance for the year ended on that date; and
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(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
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(b) the consolidated financial report also complies with International financial Reporting Standards as disclosed in Note 1.
A.R. FItZpAtRICK partner 28 August 2007
pItCHER pARtnERS Melbourne
ReeCe AustRAliA limited ANNuAl REpoRt 07 34
~~shareholders information~~
In accordance with Section 4.10 of the Australian Stock Exchange Limited Listing Rules, the directors provide the following information.
shareholding Analysis
(a) Distribution of shareholders
At 20 August 2007, the distribution of shareholdings was as follows:
| SIZE OF SHAREHOLDInG | nUMBER OF SHAREHOLDERS |
|---|---|
| 1 – 1,000 | 485 |
| 1,001 – 5,000 | 315 |
| 5,001 – 10,000 | 73 |
| 10,001 – 100,000 | 132 |
| Over 100,000 | 38 |
| Holdings of less than a marketable parcel |
0 |
(b) Substantial shareholdings
The number of shares held by the substantial shareholders listed in the Company’s register of substantial shareholders as at 20 August 2007 were:
| SHAREHOLDER | nUMBER OF SHARES | |
|---|---|---|
| Waln Pty Ltd | 42,465,320 | |
| W.A.L. Investments Pty Ltd | 41,931,320 | |
| Leslie Alan Wilson | 66,625,820 | |
| Wilgay Pty Ltd | 42,465,320 | |
| J.G.W. Investments Pty Ltd | 42,465,320 | |
| John Gay Wilson | 67,438,320 | |
| Lezirol Pty Ltd | 42,465,320 | |
| florizel Investments Pty Ltd | 41,931,320 | |
| Bruce Walter Campbell Wilson | 66,508,320 | |
| Adawarra Nominees Pty Ltd | 55,479,000 | |
| Warramunda Investments Pty Ltd | 55,479,000 | |
| L.T.W. Holdings Pty Ltd | 53,169,000 | |
| L.T. Wilson Pty Ltd | 38,571,000 | |
| Wilaust Holdings Pty Ltd | 38,571,000 | |
| Austral Hardware Pty Ltd | 38,571,000 | |
| Austral Hardware (Healesville) Pty Ltd | 38,571,000 | |
| Tyara Pty Ltd | 42,465,320 | |
| Wal Assets Pty Ltd | 42,465,320 | |
| Abtourk Vic No. 11 Pty Ltd | 42,465,320 | |
| Perpetual Trustees Australia Limited | 13,817,545 |
Note: Many of these substantial shareholdings relate to the same shares.
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ReeCe AustRAliA limited ANNuAl REpoRt 07
~~shareholders information~~
(c) Class of shares and voting rights
At 20 August 2007, there were 1,043 holders of ordinary shares of the Company. All of the issued shares in the capital of the parent entity are ordinary shares and each shareholder is entitled to one vote per share.
(d) twenty largest shareholders, as at 20 August 2007:
| SHAREHOLDER | nUMBER OF | % HELD |
|---|---|---|
| SHARES | ||
| L.T. Wilson Pty Ltd | 31,440,000 | 31.6% |
| L.T.W. Holdings Pty Ltd | 12,000,000 | 12.0% |
| Warramunda Investments Pty Ltd | 9,729,000 | 9.8% |
| RBC Dexia Investor Services Australia Nominees Pty Ltd (PI Pooled A/C) | 8,263,132 | 8.3% |
| florizel Investments Pty Ltd | 3,360,320 | 3.4% |
| W.A.L. Investments Pty Ltd | 3,360,320 | 3.4% |
| J.G.W. Investments Pty Ltd | 3,360,320 | 3.4% |
| Austral Hardware Pty Ltd | 2,985,000 | 3.0% |
| Austral Hardware (Healesville) Pty Ltd | 2,400,000 | 2.4% |
| Adawarra Nominees Pty Ltd | 2,310,000 | 2.3% |
| RBC Dexia Investor Services Australia Nominees Pty Ltd (PIIC A/C) | 1,983,378 | 2.0% |
| Wilaust Holdings Pty Ltd | 1,746,000 | 1.8% |
| J P Morgan Nominees Australia Limited | 1,151,161 | 1.2% |
| National Nominees Limited | 1,023,121 | 1.0% |
| John G. Wilson | 934,000 | 0.9% |
| UBS Nominees Pty Ltd | 914,315 | 0.9% |
| Cogent Nominees Pty Limited | 910,708 | 0.9% |
| Citicorp Nominees Pty Ltd (CfSIL CWLTH AUST SHS 4 A/C) | 863,621 | 0.9% |
| Abtourk (Vic No. 11) Pty Ltd | 534,000 | 0.5% |
| WAL Assets Pty Ltd | 534,000 | 0.5% |
The twenty members holding the largest number of shares together held a total of 90.16% of the issued capital.
ReeCe AustRAliA limited ANNuAl REpoRt 07 36
~~Reece Australia Limited~~ A.B.N. 49 004 313 133