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SAFEROADS HOLDINGS LIMITED — AGM Information 2011
Sep 19, 2011
65853_rns_2011-09-19_78553a60-a3bf-4f11-8748-dcc1b4e2f523.pdf
AGM Information
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20 September 2011
Release of Annual Report and Notice of Annual General Meeting
Saferoads Holdings Limited (ASX:SRH) today released its Annual Report and Notice of Annual General meeting to shareholders.
Copies of these documents are attached.
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Sarah Christensen Company Secretary
SAFEROADS HOLDINGS LIMITED ACN 116 668 538 Lot 8 Weerong Rd, Drouin, Vic 3818
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15 September 2011
Dear Shareholder,
I have pleasure in inviting you to attend the sixth Annual General Meeting of Saferoads Holdings Limited, to be held at the RACV City Club, 501 Bourke Street, Melbourne on Tuesday 25 October 2011, commencing at 10.30am. The venue will be opened at 9.45am to allow time for registration. There is ample parking available underneath the RACV building.
I invite you to take advantage of this opportunity to meet the Directors, and to hear from the Chairman and the Chief Executive Officer about the performance of the Company during the 2010-2011 year, and the Company’s plans for the future.
The Notice of Meeting (overleaf) details the business to be dealt with on the day. An Appointment of Proxy form is also enclosed.
If you are unable to attend, I encourage you to complete and return the proxy form in the enclosed reply paid envelope.
I look forward to seeing you at the meeting.
Yours sincerely
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Gary Bertuch Chairman
SAFEROADS HOLDINGS LIMITED
ABN 81 116 668 538
PO Box 340, Drouin Victoria Australia 3818
Notice of Annual General Meeting
SAFEROADS HOLDINGS LIMITED
ABN 81 116 668 538
The sixth Annual General Meetings of Saferoads Holdings Limited will be held as follows:
Date: Tuesday 25 October 2011 Time: 10.30am Venue: RACV City Club 501 Bourke St, Melbourne
BUSINESS
1 Presentations
The Chairman’s Address, followed by a Presentation from the Chief Executive Officer.
2 Financial Statements and Reports
To receive and consider the Financial Statements, the Report of the Directors and the Report of the Auditor for the financial year ended 30 June 2011.
The Corporations Act 2001 does not require shareholders to vote on the reports. However, in accordance with the Corporations Act, an opportunity will be given to the shareholders at the meeting to ask questions about or to make comment on Company matters including the Auditor’s Report and the conduct of the audit.
3 Remuneration Report
Resolution 1: As an Ordinary Resolution
“That the Remuneration Report for the financial year ended 30 June 2011 be adopted.”
The vote on this item is advisory only and does not bind the Directors or the Company. However the results of the vote may trigger the “two strikes” rule which is described in the attached Explanatory Notes.
Voting by key management personnel
In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast by or on behalf of a director or member of the key management personnel (details of whose remuneration are included in the Remuneration Report) or a closely related party of such director or member. However, such a person may vote on the resolution if the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of such a person.
Proxies
A shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote instead of the shareholder. Rules relating to the appointment of proxies are set out at the end of this Notice.
You may appoint the Chairman to be your proxy or any other person. You may direct your proxy to vote for or against Resolution 1 (or any other resolution in this Notice) or you may not specify the way your proxy should vote, in which case your proxy may vote as he or she thinks fit.
The Chairman intends to vote in favour of Resolution 1. Therefore, if you appoint the Chairman as your proxy and do not specify in your proxy form the way he should vote (commonly known as an undirected proxy), he will vote on your behalf in favour of Resolution 1. By not specifying in your proxy form the way the Chairman will vote you will be authorising him to exercise the proxy and vote in favour of Resolution 1 even though he has an interest in the outcome of the resolution and the resolution relates directly to the remuneration of the Chairman and other members of the key management personnel of the Company.
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If you wish to appoint the Chairman as your proxy, but wish to vote against or abstain from voting on Resolution 1 (or any other resolution), you should direct him to vote against the resolution or abstain from voting by ticking the relevant box in the enclosed proxy form.
4 Election of Directors
Resolution 2: As an ordinary resolution
“That Mr Darren Hotchkin be re-elected as a Director.”
The Company’s Constitution provides that at the close of each annual general meeting one-third of the Directors must retire.
Accordingly, Mr Hotchkin retires, and being eligible, offers himself for re-election.
Resolution 3: As an ordinary resolution
“That Mr David Cleland, a Director of the Company appointed to fill a casual vacancy since the previous Annual General Meeting who is eligible for re-election, be re-elected as a Director of the Company.”
During the 2010-11 year the Board appointed Mr Cleland as a Non-Executive Director under clause 58 of the Company’s constitution. Under this clause Mr Cleland holds office until the end of the 2011 annual general meeting at which he must retire.
Accordingly, Mr Cleland retires, and being eligible, offers himself for re-election.
5 Increase non-executive directors’ remuneration
Resolution 4: As an ordinary resolution
“That for the purpose of ASX Listing Rule 10.17 and clause 62.1 of the Company’s Constitution, the maximum total amount or value of remuneration that may be paid to non-executive Directors of the Company be increased by $100,000 to a maximum amount of $350,000 per annum.”
Clause 62 of the Company’s Constitution states that the total remuneration payable to non-executive Directors must not exceed an aggregate maximum of $250,000 per annum or such other maximum amount determined from time to time by the Company in general meeting.
At the time the Constitution was adopted in 2005 the Board comprised only three (3) non-executive Directors. The Board now comprises five (5) non-executive Directors.
Accordingly, it is proposed that shareholders approve increasing the aggregate maximum payable to non-executive Directors by $100,000 to $350,000.
Voting Exclusion Statement
In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by a Director or any associate of a Director. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides
By order of the Board
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Sarah Christensen Company Secretary 15 September 2011
Voting Information
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PROXIES
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1 A shareholder who is entitled to attend and vote at the meeting has a right to appoint a proxy to attend and vote instead of the shareholder. An Appointment of Proxy form is enclosed with this Notice of Meeting. A proxy is entitled to vote on a poll, and subject to no more than one proxy being appointed, on a show of hands.
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2 A proxy need not be a shareholder.
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3 You cannot appoint yourself as your own proxy.
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4 A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
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5 If you do not specify the proportion or number of votes each proxy may exercise, then each proxy may exercise up to half of the shareholder’s votes.
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6 If you appoint more than one proxy, neither proxy is entitled to vote on a show of hands.
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7 If a proxy specifies the way the proxy is vote on a resolution (commonly called a directed proxy), the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way. If the proxy is the Chairman, the Chairman must vote on a poll and must vote the way specified in the proxy. If the proxy is not the Chairman, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote the way specified in the proxy. If a proxy is appointed by more than one shareholder and decides to vote, the proxy must vote all directed proxies as directed.
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8 Any directed proxies that appoint a proxy other than the Chairman and are not voted because the proxy does not attend the meeting or does not vote will automatically default to the Chairman, who must vote the proxies as directed.
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9 The Chairman advises his intention to vote all undirected proxies held by him in favour of all resolutions even though, in the case of Resolutions 1 and 5, he has an interest in the outcome of the resolution and the resolution relates directly to the remuneration of the Chairman and other members of the key management personnel of the Company. You should read carefully the notes on Resolution 1 on page 1 of this Notice and in the Explanatory Notes.
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10 If you require an additional Appointment of Proxy form, please contact Boardroom Limited on phone 02 9290 9600
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11 To be effective, an Appointment of Proxy form, and if applicable the original or certified copy of the power of attorney or any other instrument under which it is signed, must be received at the Company’s share registry, Boardroom Limited , by 10.00am Melbourne/Sydney time on Sunday 23 October 2011 as follows:
In person - 28 Margaret Street, Sydney NSW 2000
By mail - PO Box R67, Royal Exchange NSW 1223
By facsimile – 02 9279 0664
Corporate Representatives
Any corporation which is a Member of the Company may authorize (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation or in any manner satisfactory to the Chairman of the Meeting) a natural person to act as its representative at the Meeting.
Voting entitlements
For the purposes of the meeting, shares will be taken to be held by the persons who are the registered holders at 10.00am Melbourne/Sydney time on 23 October 2011. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
This means that any shareholder registered at 10.00am Melbourne/Sydney time on Sunday 23 October 2011 is entitled to attend and vote at the Annual General Meeting.
Explanatory Notes to Shareholders
These Explanatory Notes have been prepared to provide shareholders with material information to enable them to make informed decisions on the business to be conducted at the Annual General Meeting of the Company to be held on Tuesday, 25 October 2011 (AGM or Meeting).
BUSINESS
Resolution 1: Adoption of the Remuneration Report.
Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report forms part of the Directors’ Report in the 2011 Annual General Report and is also available on the Company’s website (www.saferoads.com.au).
The Remuneration Report:
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a. describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between remuneration of executives and the Company’s performance;
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b. sets out the remuneration arrangements in place for each Director and for those members of senior management with greatest authority within the Saferoads Group; and
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c. explains the difference between the basis for remunerating Non-Executive Directors and Senior Managers.
The vote on this item is advisory only and does not bind the Directors. Nevertheless the Remuneration Committee will take into account the discussion on this item and the outcome of the vote when considering the future remuneration policies and practices of the Company.
Under changes to the Corporations Act 2001 (Cth) (Act) which came into effect on 1 July 2011, known as the “two strikes” rule, if a company’s remuneration report receives a ‘no’ vote of 25% or more of the votes cast at two consecutive annual general meetings, a resolution must then be put to shareholders at the second annual general meeting as to whether another meeting should be held (within 90 days) at which all directors who were in office at the date of approval of the applicable Remuneration Report must stand for re-election.
In summary, shareholders will be entitled to vote in favour of holding a general meeting at which the Board will be required to stand for re-election if they do not adequately address shareholder concerns on remuneration issues over two consecutive years.
As noted on page 1 of the Notice of Meeting, in accordance with section 250R of the Act, a vote on Resolution 1 must not be cast by or on behalf of a director or member of the key management personnel details of whose remuneration are included in the Remuneration Report or a closely related party of such director or member. However, such a person may vote on the resolution if the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of such a person.
The Chairman may vote undirected proxies if the shareholder provides informed consent for the Chairman to exercise the proxy even though the resolution is connected with the remuneration of the key management personnel, including the Chairman. Please read carefully the rules relating to the appointment and voting of proxies on page 1 of the Notice of Meeting and at the end of the Notice of Meeting.
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Resolution 2: Re-election of Mr Darren Hotchkin as a Director
Darren is the founder of Saferoads. He has a background in the automotive industry and operated several businesses in that sector. In 1992 he founded the company now trading as Saferoads Pty Ltd to commercialise his invention of a rubber guide post manufactured from recycled car tyres.
Darren has overseen the growth and diversification of the company from a small family company to a major player in the national road safety arena. As Managing Director his focus was on research and development of new product and the expansion of the Company’s product base through international research of products which have the potential to find a sustainable application in the Australian market.
As a Non-Executive Director, Darren will continue to contribute to the stability and strategic growth of the Company, providing the benefit of his long experience in the road safety market.
The Board recommends the re-election of Mr Darren Hotchkin as a Director of the Company.
Resolution 3: Election of Mr David Cleland as a Director
David was appointed to the Board in December 2010 as an independent Non-Executive Director
David is a mechanical engineer with more than 30 years experience at Chief Executive level of companies manufacturing and distributing industrial products. His career includes extensive manufacturing experience, brand management, product research and development, outsourcing and company mergers and acquisition. He is currently a Non-Executive Director of SEM Holdings Fire and Rescue Pty Ltd and associated company SEM Fire and Rescue Pty Ltd, Australia’s largest manufacturer of emergency vehicles. His appointment has added to the diversity of the skills and experience of the board.
The Board recommends the election of Mr David Cleland as a Director of the Company.
Resolution 4: Increase non-executive directors’ remuneration
The aggregate maximum amount paid or provided to non-executive Directors was limited on listing of the Company in October 2005 at $250,000 in accordance with the Company’s Constitution. At that point there were three (3) non-executive Directors and one (1) Managing Director. The remuneration of the Managing Director fell outside the aggregate maximum allowable under the Constitution.
During the 2010-11 financial year the number of non-executive Directors increased from three (3) to five (5), with the appointment of Mr David Cleland, and the move of Mr Darren Hotchkin from Managing Director to non-executive Director. The appointment of Mr Cleland to the Board has brought an increased managerial focus, particularly in relation to manufacturing. The Board is also pleased the Company has retained the skills and experience of Mr Hotchkin.
Approval of the increase in the maximum amount of directors’ fees does not mean that the full amount will be paid to the Directors. At the current level of fees, the actual aggregate remuneration to be paid to directors for 2011-12 would be $236,745. These fees have been unchanged since 2007-2008.
Whilst the Board considered that a cap of $250,000 for three (3) non-executive Directors has been adequate to date, this cap is no longer adequate to retain the professional services of five (5) non-executive Directors committed to the sustainability and growth of the Company.
The Board recommends that shareholders approve the increase in non-executive directors’ remuneration to a maximum amount of $350,000.
Saferoads Holdings Limited
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ABN 81 116 668 538
FOR ALL ENQUIRIES CALL:
(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
FACSIMILE
+61 2 9290 9655
ALL CORRESPONDENCE TO:
Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
Your Address
This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.
YOUR VOTE IS IMPORTANT
FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.30am SUNDAY 23 OCTOBER 2011
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 Appointment of Proxy
Indicate here who you want to appoint as your Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
- (b) return both forms together in the same envelope.
STEP 2 Voting Directions to your Proxy
You can tell your Proxy how to vote
To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid
STEP 3 Sign the Form
The form must be signed as follows :
Individual: This form is to be signed by the securityholder.
Joint Holding : where the holding is in more than one name, all the securityholders must sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10.30 am on Tuesday, 25 October 2011 . Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxies may be lodged using the reply paid envelope or:
BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia
BY FAX - + 61 2 9290 9655
IN PERSON - Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist registration .
[5579339: 8527851_1]
SAFEROADS HOLDINGS LIMITED
STEP 1 - Appointment of Proxy
I/We being a member/s of Saferoads Holdings Limited and entitled to attend and vote hereby appoint
the Chairman of the Meeting (mark with an OR ‘X’)
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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.
as my/our proxy at the Annual General Meeting of Saferoads Holdings Limited to be held at the RACV City Club, 501 Bourke Street, Melbourne Vic 3000 on Tuesday 25 October 2011 at 10.30 am and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
If the Chairman of the Meeting is appointed as your proxy or may be appointed by default and you do not wish to direct him how to vote in respect of resolutions 1 and 4, please mark this box. If you wish to appoint the Chairman as your proxy, but wish to vote for or against, or abstain from voting on, resolution 1 or resolution 4, you should direct him to vote against the resolution or abstain from voting by marking the relevant box below in Step 2.
By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even though he has an interest in the outcome of the resolutions and the resolutions relate directly to the remuneration of the Chairman and other members of the key management personnel of the Company. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called. By marking this box I/we acknowledge the Chairman of the Meeting can exercise my/our proxy even though he has an interest in the outcome of the resolutions and, unless a specific voting direction has been specified below, the Chairman of the Meeting is directed to vote in accordance with his voting intention as set out below.
The Chair will vote all undirected proxies in favour of resolution 1 and resolution 4.
STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions
Ordinary Business For Against Abstain* Resolution 1 Remuneration Report Resolution 2 That Mr Darren Hotchkin be re-elected as a Director of the Company Resolution 3 That Mr David Cleland be re-elected as a Director of the Company Resolution 4 Increase non-executive directors’ remuneration
In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.
*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
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STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2011
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[5579339: 8527851_1]
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ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2011
SAFEROADS HOLDINGS LIMITED ABN 81 116 668 538
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Traffic Signal Quadguard Crash Cushion
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‘Gibraltar’ Wire Rope installation on Eastlink
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1
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Contents
1 Chairman’s Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2 Chief Executive Officer’s Review of Operations and Activities . . . . . . . . . . . . . . . . . . . . . . . . 4
3 Directors’ Report .........................................................................................6
4 Corporate Governance Statement .............................................................15
5 Financial Statements .................................................................................21
6 Notes to Financial Statements ...................................................................25
7 Directors’ Declaration ................................................................................47
8 Auditor’s Independence Statement ............................................................48
9 Independent Audit Report .........................................................................49
10 ASX Additional Information ........................................................................51
11 Corporate Directory ...................................................................................53
2
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1 Chairman’s Overview
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Dear Shareholder,
On behalf of the Board of Directors I present the Annual Report for Saferoads Holdings Limited for the financial year 2010-11.
FY 2011 was again a very challenging year. The contraction in sales and profit experienced during the second half of FY 2010 continued into the first half of FY 2011 and consequently the Company experienced a very disappointing first halfyear performance.
The second half-year saw a significant improvement, and was the best half-yearly performance since 2009. It was particularly pleasing to see an increase in demand for the Company’s temporary barrier product range. In general, however, the exceptional wet weather in combination with a ten year low in road construction activity contributed to reduced demand overall for many products within the Company’s product range.
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In the Company’s statutory first-half review and results of operations as advised to the financial markets in February, the Directors expressed optimism that the second half-year would see an improved financial performance. We are pleased that this optimism was vindicated.
The market in which the Company operates is under increasing competitive pressure due to the tightening economic environment. This has tended to slow the Company’s revenue growth and to put pressure on profit margins. The Board considers this slowdown to be temporary and is working closely with Management on the development of strategic measures to return the company to its historic levels of growth and profitability. Saferoads’ strategic relationships with international organisations and the Company’s innovative proprietary products continue to underpin the Company’s medium and long term future.
The Company has again worked closely throughout the year with its bankers in relation to debt and bank covenants. As reported in the first half year results, the Company was in breach of the required Interest Rate Ratio for the 12 months ending 31 December 2011. At that stage, the Company’s long term loans were reclassified as current. However, as at the reporting date of 5 August 2011, for the twelve months ended 30 June 2011, the Company complied with all financial banking covenants and therefore the Company’s long term loans have been reclassified as non-current.
In late 2010, the Board appointed Mr David Cleland as an additional independent non-executive director to the Saferoads’ Board. David has over 30 years’ experience at chief executive level of companies manufacturing and distributing industrial products and his appointment has added to the diversity of skills and experience within the Board.
Also in late 2010, Darren Hotchkin, founder and Managing Director of Saferoads, and its antecedent companies, informed the Board of his desire to step aside from the position of Managing Director of Saferoads Holdings Limited but to remain on the Board as a non-executive director. The Board agreed to Darren’s request to step aside from day to day management of the Company and after a lengthy search appointed Mr Wayne Kibbis as Chief Executive Officer in February 2012. Wayne has over 25 years in senior management roles in national and international industrial engineering companies. Since his appointment, Wayne has implemented a number of organisational changes and has recruited additional experienced senior executives to the Saferoads’ team.
The Directors have again regrettably determined not to pay a dividend, the Board considering it prudent to conserve its cash position until the markets in which Saferoads operate stabilise and return to their historic profit levels.
On behalf of the Board, I would like to thank Darren Hotchkin for his invaluable contribution to the Company over the past 19 years, and to the Company’s senior management team and all of the Company’s loyal personnel for their commitment to the Company over the past demanding twelve months. I also wish to acknowledge the vital participation and wise counsel of my fellow Directors during the challenging 2010-11 year.
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Gary Bertuch Chairman
3
2 Chief Executive Officer’s Review of 2 Operations & Activities
PERFORMANCE DURING 2010-11
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It is my pleasure to present the Chief Executive’s Review of Operations and Activities for Saferoads Holdings for the 2010-11 reporting period.
Saferoads Holdings Limited has now completed its sixth year as a listed company.
The Company’s core business has continued to be focussed on the supply of total road safety solutions in the Australian and New Zealand markets. The Company attained annual operating revenues of $45.7 million (FY2010: $49.0 million) and net profit after tax (NPAT) of $0.732 million. (FY2010: $2.04 million). For the full year, operating revenue fell by 6.7%, but NPAT decreased by 64% compared with the full FY2010 period.
The 2010-11 year was again characterised by two halves. The slow down we witnessed in the second half of the prior financial year continued into the first half of this financial year, primarily due to the proportion of lower profit margin products and services in the sales mix and delays to civil infrastructure projects due to the exceptional wet weather along the eastern sea board.
Whilst the unseasonal conditions continued into the second half of this financial year, the sales mix achieved in the second half tended to have a much better proportion of higher profit margin products.
The sales performance of Saferoads’ public lighting product range was consistent with the prior year, but there was a pleasing improvement in the sector’s profitability. A focus on input cost management and a conscious move away from the supply of high cost low profit margin lighting components have contributed to the improved profit margins. The Company’s proprietary “SafePole”[tm] continues to find ready market acceptance particularly in Victoria and as approvals for deployment in other states are achieved this product should be a significant contributor to our overall financial performance.
In spite of the unseasonal weather the sales performance of the Civil Services portfolio was comparable with that of the prior year, but profit slipped due to generally reduced activity in the road construction industry which has led to increased competition as companies in this market sought to retain market share. This portfolio continues to have good synergies with other product portfolios and remains a key contributor to the Company’s business.
The Company encountered product supply issues in the traffic calming and the traffic control portfolios which contributed to reduced revenue in these areas. However during the second half of the year the Company was able to ramp up the supply of its proprietary variable message signboards (VMS) range with a new design of trailer built at our Drouin production facility and we are now a very active player in this market.
Sales in Victoria and New South Wales were broadly in line with the prior year. Sales in Queensland were again disappointing but sales in South Australia / Northern Territory were 23% above the prior year. Much of this growth has been in the Northern Territory.
The Company continues with trial marketing of its moveable ironman barrier through its own rental operations. Whilst market take-up has been pleasing and demand has been at times greater than the Company’s capacity to supply the rental operation is only a minor albeit useful part of the overall business.
This is the third year of direct operations in New Zealand. Whilst sales in 2010-11 were slightly lower than for the previous year NPAT was in line with the previous year. The company’s profile in the NZ marketplace will be further enhanced with our VMS boards and moveable Ironman barriers being used for traffic control at the World Rugby Cup venues.
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LOOKING AHEAD
The Company remains cautiously optimistic for the 2010-11 year. Based on a realistic outlook we have again put in place a conservative budget which targets a revenue growth of 12.5% and a substantial increase in profitability.
As we advised in our Shareholders’ Newsletter in June 2011, a number of changes have been made to the senior management team in the early part of the second half of the financial year. Flowing on from these changes the strategic decision was made to increase responsibility and accountability at state level, with each State Manager having a greater control over the state’s revenue and profit growth. The reorganisation of the national branch operations has coincided with the appointment of a considerable number of new sales related personnel in most states. The Company expects that the refreshing of the branch operations will enhance the Company’s presence and exposure in the road safety market in each state and this should lead to a progressive increase in sales revenue.
The Company has commenced the year on a reasonably solid note. The order book as at July 2011 was healthy particularly in the Civil installations portfolio in Victoria and Queensland.
I would like to take this opportunity to thank the Company’s employees for their loyalty and dedication to the business during a period of rapid change within the organisation.
I would also like to thank our shareholders for their continued support of Saferoads Holdings Limited. This has been a challenging year for Shareholders and I would like to assure you that we are working hard to return the Company to a position of providing reliable annual dividends and a restoration of shareholder value.
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Wayne Kibbis Chief Executive Officer
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3 Directors’ Report
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Your Directors submit their report for the year ended 30 June 2011.
DIRECTORS
| DIRECTORS | |
|---|---|
| Name | Appointed |
| Darren Hotchkin | 21 October 2005 |
| Duncan Smith | 21 October 2005 |
| Gary Bertuch | 31 October 2005 |
| Gerard (Ged) Keeghan | 31 October 2005 |
| David Cleland | 01 December 2010 |
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Directors (L-R) Back – David Cleland, Darren Hotchkin, Ged Keeghan, Front – Gary Bertuch, Duncan Smith
DIRECTOR PROFILES
Gary C Bertuch (Age 60) Non-Executive Chairman
Gary Bertuch was appointed to the Board on 31 October 2005 and was re-elected at the October 2008 AGM. He is Chairman of the Remuneration Committee.
He has extensive experience in the project development, capital raising and construction industries. Until recently, Gary was the Executive Chairman of HydroChile Pty Ltd, a company which develops, builds and operates hydroelectric power stations in the Republic of Chile. Prior to that, he was a co-founder of Pacific Hydro Limited where he served as an Executive Director for a number of years, responsible for business development and capital raisings.
He is also currently a non-executive director of the international project management group, Thinc Projects, a nonexecutive director of HydroChile Holdings and the infrastructure investment group Hi-Head Power.
Gary holds a Bachelor of Engineering with Honours from Monash University and a Graduate Diploma in Business Administration from Swinburne University.
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Darren Hotchkin (Age 47) Non-Executive Director
Darren Hotchkin was appointed to the Board on 21 October 2005 as Managing Director. On 7 February 2011 he stepped aside as Managing Director but remained on the Board as a Non-Executive Director.
Darren is the founder of Saferoads. He has a background in the automotive industry where he owned and operated several businesses. In 1992 he founded the company now trading as Saferoads Pty Ltd to commercialise his invention of a rubber guide post manufactured from recycled car tyres.
As Managing Director, Darren’s key contribution to the business was in the strategic development of the Company’s product range and manufacturing processes as well as in business development. He continues to be active in Research and Development and in seeking to effectively expand the Company’s product base through international research of products which have the potential to find a sustainable place in the Australian market.
Gerard (Ged) Keeghan (Age 50) Non-Executive Director
Ged was appointed to the Board on 31 October 2005 and re-elected at the October 2007 and the October 2010 AGMs. He is Chairman of the Audit and Risk Committee.
Ged gained considerable experience in the building and construction industry as the Chief Executive of the civil infrastructure contractor Standard Roads Group from 1991 to 2002 and as a Director of the construction materials company Astec Pty Ltd which operated in the three eastern States of Australia from 1993 to 2002. He is a founding Director of Cortek Developments Pty Ltd, a Victorian based commercial and industrial builder and developer, which commenced in 1988. He is currently a Director of several privately owned Companies and Trusts, and is Chief Executive of the residential developer, TPC Group.
Ged holds a Bachelor of Business (Accounting) with Graduate Diploma, is an associate member of CPAs and a Fellow of the Australian Institute of Company Directors.
Duncan Smith (Age 68) Non-Executive Director
Duncan was appointed to the Board on 21 October 2005 and was re-elected at the October 2006 and October 2009 AGMs. He is a member of the Remuneration Committee and the Audit and Risk Committee.
Duncan was a founding Director and shareholder of Saferoads Pty Ltd. He is the senior partner of Smith McCarthy Wilson, accountants and advisors. He has been in public practice as an accountant since 1977 and a partner or principal in accounting firms since 1981, advising small to medium enterprises in management, taxation and financial matters. He is currently a Trustee of The Andrews Foundation and is on the Board and Treasurer of the West Gippsland Health Care Group.
Duncan holds a Diploma in Business (Accounting), is a fellow of the CPAs, and a Certified Financial Planner.
David Cleland (Age 66)
Non-Executive Director
David was appointed to the Board on 1 December 2010. He is a member of the Audit and Risk Committee and the Remuneration Committee.
David is a mechanical engineer with extensive experience at Chief Executive Officer level of companies manufacturing and distributing industrial products. His career includes manufacturing experience (including lean manufacturing), brand management, product research and development, outsourcing and company mergers and acquisitions. He is currently a trust member of the Greater Metropolitan Cemeteries Trust and Director of a privately owned company.
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Senior Management (L-R) Back - Bill Cruickshark, Anthony Piscopo, Casey McMaster, Anthony Connor Front - Wayne Kibbis, Tony Wyatt,
COMPANY SECRETARY
Bill Cruickshank (Age 68)
Company Secretary
Bill joined Saferoads Pty Ltd in June 2002 and was appointed as Company Secretary on 21 October 2005. Bill will be retiring as Company Secretary later in the year.
For his first three years with Saferoads Bill was Finance and Administration Manager, during which time he oversaw the successful compliance with the Civil Contractors Federation civil construction code, and the successful implementation and ongoing re-accreditation of an ISO integrated quality, safety and environmental management system. Before joining Saferoads he spent several years as the Administration and Finance Manager of a privately owned contract maintenance company and prior to that he was Regional Accountant for a major dairy company.
Bill holds a Bachelor of Business (Accounting) with sub-majors in law and economics, from Monash University and is a certificated member of the Chartered Secretaries’ Association.
Sarah Christensen (Age 46) Company Secretary
Sarah was appointed Company Secretary on 18 July 2011. Sarah is a lawyer with over 20 years’ experience in the provision of legal and public company secretarial services for leading corporate organisations. She has specific expertise in the resources and financial services sectors.
Sarah holds a Bachelor of Economics and Bachelor of Law from Monash University and a Master of Law and Master of Business Administration from the University of Melbourne.
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SENIOR MANAGEMENT PROFILES
Wayne Kibbis Chief Executive Officer
Wayne joined the company in February 2011.
He has more than 25 years’ experience in management roles in national and international organisations. Immediately prior to accepting the appointment with Saferoads he was the Regional General Manager of Komatsu Australia, a position he held for some five years, reporting to the President of Komatsu Australia. The position had wide exposure to the road and construction industry through key clients that included Fulton Hogan and Abigroup constructions.
Wayne is a member of the Australian Institute of Company Directors.
Tony Wyatt Chief Financial Officer
Tony joined Saferoads in October 2007 as Commercial Manager and was appointed as Chief Financial Officer in January 2010. Tony has a strong background in financial management and auditing. For 12 years he was an auditor with the audit firm Coopers & Lybrand. Following his time with Coopers & Lybrand, he spent 17 years in the manufacturing environment as Financial Controller or Commercial Manager with several manufacturing companies including National Foods Limited, Lactos Pty Ltd and Yallourn Power Station. He was Commercial Manager with Silcar at Yallourn Power Station immediately prior to joining Saferoads.
Tony holds a Bachelor of Business (Accounting) from RMIT and is a Chartered Accountant.
Anthony Piscopo National Sales and Marketing Manager
Anthony joined the Company in April 2011.
He has a technical trade background and for 20 plus years has held various senior management roles at state and national level within some of the world’s largest and most successful building technology companies including Chubb/UTC, Siemens and Kidde Australia. His most recent appointment was as a General Manager at Siemens’ multi-million dollar building technology business of the global Siemens group, reporting to the Executive General Manager.
Anthony brings with him a solid history of sales growth and strong operational experience in both emerging and mature business entities.
Anthony Connor National OHS&E Manager
Anthony commenced employment with Saferoads on the 18th April 2011.
He has more than 15 years’ experience in Senior Management roles in Occupational Health and Safety, Environment, Quality Assurance and Human Resources within national and international organisations. Prior to his appointment with Saferoads he held the position as the Regional OHSE Manager VIC/SA/TAS & NZ for Komatsu Australia and maintained a robust safety system for the region. His background and experience will assist in driving safety improvements within Saferoads.
Anthony is currently a member of the Safety Institute of Australia.
Casey McMaster
National Engineering / Operations Manager
Anthony joined the Company in April 2011.
Casey joined Saferoads in 2003 as National Tenders and Installations Manager to head up the rapidly growing guardrail and wire rope safety barrier supply and installation sector of the Company’s business. After several role changes in the intervening years, Casey was appointed as National Engineering / Operations Manager in May of this year.
Casey holds a Bachelor of Engineering (Civil) from Swinburne University.
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INTEREST IN SHARES
As at the date of this report, the interests of the Directors in the shares of the Company are:
| Name | Shares |
| Gary Bertuch | 20,000 |
| Darren Hotchkin | 5,192,775 |
| Duncan Smith | 1,227,580 |
| Gerard (Ged) Keeghan | 50,000 |
| David Cleland | 19,500 |
DIVIDENDS
At the Board Meeting held 23 August 2011, the Directors resolved that no final dividend would be paid for the 201011 year.
| Description | Cents per Share |
Total Amount $ |
Date of Payment |
| 2010 Final dividend paid (fully franked) | 0.0 | Nil |
N/a |
| 2011 Interim dividend paid (fully franked) | 0.0 | Nil |
N/a |
| 2011 Final dividend (fully franked) | 0.0 | Nil |
N/a |
| PRINCIPAL ACTIVITIES |
PRINCIPAL ACTIVITIES
The principal activity of the Group for the year 2010-11 continued to be the provision of road safety products and solutions primarily to end users. Some products are sourced from Australian suppliers; some are imported; some are manufactured locally to our specifications and others are manufactured and/or assembled on our premises.
Products and services the Company provides includes flexible guide posts; rubber roundabouts, kerbing and pedestrian islands; variable message sign boards; decorative and standard street and freeway light poles; traffic signals; permanent and temporary crash cushions and safety barriers; and guardrail and wire rope safety barriers.
In all its activities, the Company remains focused on products and materials that protect the safety of all road users – motorists, road construction workers and pedestrians.
REVIEW AND RESULTS OF OPERATIONS
A review of the operations and activities of the Company during the financial period and the results of these operations is set out in the Chairman’s Overview and Chief Executive Officer’s Review of Operations and Activities.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
During the 2010-11 year, there has been no significant change is the Company’s state of affairs.
SIGNIFICANT EVENTS AFTER BALANCE DATE
On 18 July 2011 Sarah Christensen commenced as Company Secretary to replace Bill Cruickshank who will be retiring from the Company later in the year.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Likely developments in the operations of the entity and the expected results of these operations have been set out in the Chairman’s Overview and the Managing Director’s Review of Operations and Activities.
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INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
During the year Directors’ and Officers’ insurance premiums were paid for any person who was a Director of the Company.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Company’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory. The Company does not expect the implementation of a carbon tax or similar to have a significant direct impact, but anticipates there could be some increase in its input costs. In respect of its own activities, the Company is not a major emitter of green house gases and falls well below the reporting thresholds set by the National Greenhouse and Energy Reporting Act 2007.
OPTIONS
At the date of this report there were no un-issued shares of the company under option.
REMUNERATION REPORT
The Company’s remuneration policy is to ensure that the level of remuneration paid to key personnel is market competitive and will help to attract and retain the skills and expertise required. To determine what is a competitive level of remuneration the Company refers to the Australian Institute of Management Salary Survey and to information provided by other professional organisations.
During the financial year, the Board appointed Mr David Cleland as an independent Non-Executive Director and member of the Remuneration Committee. The Committee now comprises Mr Gary Bertuch as Chairman, Mr David Cleland and Mr Duncan Smith. The Committee is now compliant with the ASX Corporate Governance Principles in that the majority of the members are independent Directors.
Remuneration of Directors and Key Executives
Non-executive Directors
Total remuneration for non-executive Directors for 2010-11 was $203,243. Their remuneration packages comprised only fixed Directors’ fees plus statutory superannuation and were within the limits set out in the Company’s constitution. Currently this limit is set at $250,000 per annum, and can only be changed at a general meeting.
The Board will be seeking shareholder approval at the October 2011 Annual General Meeting to lift the limit by $100,000 to $350,000 to reflect the increase in the number of non-executive Directors from three to five.
Executive Director
The remuneration package for Mr Darren Hotchkin, Managing Director, comprised a base annual salary of $220,000, statutory superannuation at 9% and a bonus incentive of 5% of NPBT growth over prior year NPBT, payable only if NPAT exceeded $3.0m.
Because the Company did not achieve NPAT of $3.0m, no bonus incentive for 2010-11 was paid.
As at 7 February 2011, Mr Hotchkin ceased to be Managing Director but remained on the Board as a Non-Executive Director, drawing directors’ fees of $40,000 per annum plus statutory superannuation at 9%, pro-rated for four months, in lieu of a salary. No termination payout was made to Mr Hotchkin following his resignation as Managing Director apart from his accrued annual leave and long service leave entitlements.
Chief Executive Officer
Mr Wayne Kibbis was appointed as Chief Executive Officer effective from 7 February 2011. His remuneration package comprised a once-off sign-on bonus of $15,000, a total annual base salary of $275,000 including superannuation and car allowance and a short term incentive (STI) based on achievement of performance hurdle rates of EBIT for the period February – June 2011.
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General Manager - Sales and Operations
Mr Hamish Webb was employed as General Manager Sales & Operations from 1July 2010 to 25 February 2011. His remuneration package comprised a base annual salary of $220,000, statutory superannuation at 9% and a bonus incentive of 4% of NPBT growth over prior year NPBT payable only if NPAT exceeded $3.0m.
Because the Company did not achieve NPAT of $3.0m, no bonus incentive for 2010 - 11 was paid.
Chief Financial Officer
The remuneration package for Mr Tony Wyatt, Chief Financial Officer, comprised a base annual salary of $176,000, statutory superannuation at 9% and a bonus incentive of 3% of NPBT growth over prior year NPBT, payable only if NPAT exceeded $3.0m.
Because the Company did not achieve NPAT of $3.0m, no bonus incentive for 2010-11 was paid.
Engineering Manager
As from 1 July 2010 Mr Casey McMaster’s role changed from Civil Services Manager to Engineering Manager. In the June 2011 quarter his role widened to include responsibility for the manufacturing and assembly operation. His remuneration as Engineering Manager comprised a base salary of $135,000 plus statutory superannuation at 9% and a performance bonus incentive of 1% NPBT growth over prior year NPBT, payable only if NPAT exceeded $3.0m.
Because the Company did not achieve NPAT of $3.0m, no bonus incentive for 2010-11 was paid. The performance bonus paid in 2010-11 related to his position as Civil Services Manager for the 2009-10 year.
PERFORMANCE-BASED REMUNERATION
Performance-based remuneration (bonus incentives) for key management personnel (apart from Mr W Kibbis) for the year 2010-11 was based on the Company performance (NPBT) exceeding that achieved in the prior year (2009-10), payable only if NPAT exceeded $3.0m.
For 2011-12, all bonus incentive payments proposed are based on achievement of clearly defined and agreed key performance indicators (KPIs). The KPIs are a mix of financial and non-financial targets. The non-financial KPIs differ according to the relevant position held by key management personnel and target, for example, improvement in the Company’s safety record.
The short term incentive scheme in place for the Chief Executive Officer is based on achieving EBIT performance hurdles. A long term incentive scheme is based on improved market capitalisation and is payable after the end of FY2013.
EMPLOYMENT CONTRACTS
Executive employment agreements have been entered into with the Chief Executive Officer, the Chief Financial Officer, the National Sales and Marketing Manager and the National Occupational Health, Safety and Environmental Manager. These agreements are of a standard form containing provisions of confidentiality and restraint of trade usually required in such agreements. Payments to be made on termination of an executive employment contract have been clearly detailed and are limited to payout of accrued leave entitlements and up to three months’ salary as redundancy or termination pay.
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REMUNERATION OF DIRECTORS AND NAMED EXECUTIVES
| Short Term | Short Term | Short Term | Short Term | Post Employment |
Long Term | Share Based Payment |
Total | Performance Related |
|
|---|---|---|---|---|---|---|---|---|---|
| 30 June 2011 | Salary & Fees |
Fringe Benefts |
Cash Bonus |
Termination Payment |
Super- annuation |
Long Service Leave |
Options | ||
| $ | $ | $ | $ | $ | $ | $ | $ | % | |
| Non Executive Directors |
|||||||||
| G Bertuch | 71,498 | - | - | - | 6,930 | - | - | 78,428 | - |
| G Keeghan | 40,000 | - | - | - | 3,600 | - | - | 43,600 | - |
| D Smith | 40,000 | - | - | - | 3,600 | - | - | 43,600 | - |
| D Cleland | 20,082 | - | - | - | - | - | - | 20,082 | - |
| D Hotchkin | 13,333 | - | - | - | 1,200 | - | - | 14,533 | - |
| Executive Directo | r | ||||||||
| D Hotchkin | 150,667 | 8,088 | - | 35,219 | 16,681 | - | - | 210,655 | - |
| Named Executive | s | ||||||||
| T Wyatt | 176,000 | - | - | - | 15,840 | 3,207 | - | 195,047 | - |
| W Kibbis | 101,241 | - | 67,778 | - | 9,112 | 1,647 | - | 179,778 | 29% |
| H Webb ** | 153,461 | 9,456 | 78,484 | 15,125 | - | - | 257,246 | ||
| C McMaster | 152,500 | - | 8,407 | - | 14,246 | - | - | 183,889 | 7% |
| 919,502 | 17,544 | 76,185 | 113,703 | 86,334 | 13,590 | - | 1,226,858 | ||
** Mr H Webb ceased employment during the year
DIRECTORS’ MEETINGS
The number of meetings of Directors (including meetings of committees of Directors) held during the year, and the numbers of meeting attended by each Director, were as follows:
Names |
Directors Eligible Attended |
Audit Eligible Attended |
Remuneration Eligible Attended |
|||
| Mr G Bertuch | 11 | 11 | - | - | 1 | 1 |
| Mr D Hotchkin | 11 | 11 | 6 | 6 | - | - |
| Mr D Smith | 11 | 11 | 6 | 6 | 1 | 1 |
| Mr G Keeghan | 11 | 11 | 6 | 6 | - | - |
| Mr D Cleland | 6 | 6 | 4 | 4 | 1 | 1 |
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DIVERSITY REPORT
Saferoads has developed and set in place a diversity policy that will influence all personnel recruitment. A copy of this policy is located on the Company’s web site (www.saferoads.com.au) under the Investor Relations icon.
In respect of gender diversity the Company’s goal is to maintain the current level of diversity across the Company and increase this level over time as the business expands.
The Company is an equal opportunity employer recruiting the best available staff from as wide a pool at possible.
The table below shows the gender balance within the Company as at 30 June 2010 and the date of this Report.
Names |
As at 30 June 2010 Male (%) Female (%) |
As at 30 June 2010 Male (%) Female (%) |
As at 23 August 2011 Male (%) Female (%) |
As at 23 August 2011 Male (%) Female (%) |
|---|---|---|---|---|
| Board of Directors | 100.0% | 0.0% | 100.0% | 0.0% |
| Senior management | 85.7% | 14.3% | 85.7% | 14.3% |
| Non-senior management | 89.2% | 10.8% | 88.5% | 11.5% |
| Total Company wide | 89.3% | 10.7% | 88.9% | 11.1% |
NB: Senior Management is defined as the Chief Executive Officer, direct reports to the CEO and the Company Secretary.
During the year the Directors appointed an additional non-executive, independent director to the Board. The search was conducted by a professional recruiting agency. The position was also advertised through the auspices of the Australian Institute of Company Directors. The Board considers that the search for the director was extensive and the recruitment process was conducted fairly and without discrimination.
AUDITORS’ INDEPENDENCE DECLARATION
The attached independence declaration has been obtained from the Company’s auditors, WHK Audit (Vic).
Signed in accordance with a resolution of Directors
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Ged Keeghan Director Drouin
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4 Corporate Governance Statement
The Board of Directors of Saferoads Holdings Limited is responsible for the corporate governance of the Saferoads group. The Board has considered and adopted the ASX Corporate Governance Principles and Recommendations (“ASX Governance Principles”) and reports on compliance with these Principles.
This Corporate Governance Statement is based on the policies and practices in place and endorsed by the Board. The Board’s objective is to ensure investor confidence in the Company and its operations given its size, stage of development and complexity.
The Company has a Corporate Governance Charter, a copy of which is located on the Company’s website (www. saferoads.com.au) under the Investor Relations icon.
The Board advises that it complies with the ASX Corporate Governance Principles set out below on the “if not – why not” basis.
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT.
Recommendation 1.1:
Companies should establish and disclose the respective roles and responsibilities of board and management.
The Company has established the functions reserved for the Board and those delegated to Management.
The primary responsibilities of the Board are to:
-
determine the strategic direction of the Company,
-
set financial targets,
-
monitor the implementation and execution of strategy and performance against financial targets, and
-
appoint and oversee the performance of executive management.
The Board has delegated day-to-day management responsibility to the Chief Executive Officer and his management team, reserving to itself the functions of strategic oversight and managerial guidance. Senior management responsibilities have been clearly set out in letters of appointment, position descriptions and employment contracts.
In essence, it is the responsibility of Management to manage the day to day operation of the business, ensuring that key performance indicators and financial measures are met, whilst also managing the Company in accordance with the strategies, plans and policies approved by the Board. The Board has also delegated to Management the responsibility for identifying areas of organic and acquisition growth, and developing appropriate business cases for board review and strategic decision making.
The Board accepts its responsibility for ensuring the management team performs to a consistently high standard. This is achieved through monthly board meetings where monthly performance reports are received and reviewed, and through regular briefings from Senior Management on progress in strategic developments.
Further information regarding the Board’s broad functions and its powers and responsibilities are contained within the Company’s Corporate Governance Charter, section 2. (A copy of the Charter is located on the Company’s website (www.saferoads.com.au) under the Investor Relations icon.)
Recommendation 1.2:
Companies should disclose the process for evaluating the performance of senior executives.
The Chief Executive Officer, the Chief Financial Officer, the National Manager - Sales and Marketing and the National Occupational Health, Safety & Environmental Manager are performance-evaluated on an annual basis against key performance indicators (KPIs) clearly stated in position descriptions and as updated annually. A rigorous induction process addressing the Company’s background, key business operations and strategic plans is in place for new appointees to senior executive positions to enable them to participate fully and actively in responsible decision making at the earliest opportunity.
The KPIs are primarily growth and earnings related but also address non-financial measures including quality, safety, environmental and human resource issues.
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Recommendation 1.3: Companies should provide information indicated in the Guide to Reporting on Principle 1.
Further information regarding the Board’s broad functions and its powers and responsibilities are contained within the Company’s Corporate Governance Charter, section 2. (A copy of the Charter is posted on the Company’s website (www.saferoads.com.au) under the Investor Relations icon.) Section 2 also refers to Management responsibilities.
The Board confirms that evaluation of senior executives took place in accordance with the process detailed in Recommendation 1.2.
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE.
Recommendation 2.1:
The majority of the board should be independent directors.
The Company acknowledges the importance of having independent directors on its board and is committed to having a board whose members have the capacity to act independently, together with having the composite skills to optimise the financial and operational performance of the Saferoads group.
Up until December 2010, the Board comprised four directors of whom three were non-executive directors and one was the Managing Director, Mr D Hotchkin. In December 2010 the Board appointed a fourth non-executive director, Mr D Cleland. In February 2011, following the appointment of Mr W Kibbis as Chief Executive Officer, Mr Hotchkin resigned as Managing Director and was appointed as a fifth non-executive director. The Board now consists of three independent directors and two non-independent directors. Under the criteria set out in the ASX Corporate Governance Principles, Mr D Hotchkin and Mr D Smith are not deemed to be independent directors for the reasons set out below.
Mr Hotchkin is a founding partner of the business when it was established in 1992. He is a substantial shareholder of the Company and was the Managing Director from the time of incorporation of the Company in 2005 until February 2011 when he resigned from the day-to-day management of the business. He continues to contribute to the Board as a non-executive director.
Mr Smith is a major shareholder, and is a partner in the Company’s public accounting firm. He was a founding partner of the business when it was established in 1992. The Board considers that Mr Smith’s in-depth knowledge of the business, coupled with his experience as accountant and financial adviser, adds considerable value to his contribution to the Company’s strategic management.
The skills, experience and expertise of each of the directors are included in the Directors’ Report. It is noted that all directors have served or are serving on other Boards.
Recommendation 2.2:
The Chair should be an independent director.
The Chairman of the Board, Mr G Bertuch, is an independent director. Mr Bertuch has advised the Board that other positions he holds do not hinder his effective performance in the role of Chairman.
Recommendation 2.3:
The roles of the Chair and Chief Executive Officer should not be exercised by the same individual.
The roles of chair and chief executive officer are not exercised by the same individual. The Chairman of the Board is Mr G Bertuch and the Chief Executive Officer is Mr W Kibbis. There is clear delineation between their respective duties.
Recommendation 2.4: The Company should establish a nomination committee.
The Company does not have a nomination committee. Given the size of the Board and the Company, it was determined that the Board would execute the functions of a nomination committee and that a separate nomination committee was unnecessary. During the year the Board conducted a search for an additional director experienced in manufacturing industries. The Board used the facilities of the Australian Institute of Company Directors (AICD) and the services of a professional recruiting agency. The Board selected the candidate with the skills and experience most suited to the Company’s operation.
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Recommendation 2.5:
Companies should disclose the process for Board, Committee and Director evaluation.
The Company has in place a Board Evaluation and Performance Review Self Administered Questionnaire which is broadly aligned with the ASX Corporate Governance Principles but which provides for additional comment from each of the directors. The results of the questionnaire are consolidated, and then discussed by the Board. The evaluation process for the 2010-11 year took place in June 2011.
Recommendation 2.6:
Companies should provide the information indicated in the Guide to Reporting on Principle 2.
Additional information regarding the skills, experience and qualifications of the directors is disclosed in the Directors’ Report.
The right of a director to seek independent legal advice is referred to in the Corporate Governance Charter section 2.9.2.
The Company’s Corporate Governance Charter (section 2.6) details the process to be followed when a vacancy exists on the Board. In essence, the Board performs the function of a nomination committee when the size and complexity of the Company warrants an increase in the number of Directors. The Board may engage external professional advisors to assist with the recruitment process and did so with the recent appointment of Mr Cleland.
PRINCIPLE 3 - PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING.
Recommendation 3.1:
Companies should establish a code of conduct and disclose the code or the summary of the code.
The Company has established a Code of Conduct for directors as a guide to be followed in performing their duties, with a view to enabling them to achieve the highest possible standards in the discharge of their obligations. The Code is contained in the Corporate Governance Charter, section 4.
The Company has entered into employment agreements with the Chief Executive Officer the Chief Financial Officer, the National Manager – Sales and Marketing, the National Occupational Health, Safety & Environmental Manager and with other key management personnel. These agreements address issues of ethical and responsible decision-making in the performance of their respective roles in the Company.
Recommendation 3.2:
The Company should establish a policy concerning diversity and disclose the policy or a summary of the policy.
The Company has established a Diversity Policy which enshrines diversity and equality of employment throughout all levels of the Company.
In respect to gender diversity the Company notes that it is a small to medium sized enterprise that operates largely in a manufacturing/civil installations environment.
A copy of the Company’s Diversity Policy is located on the Company’s website (www.saferoads.com.au) under the Investor Relations icon.
Recommendation 3.3:
Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the Board and progress towards achieving them.
Having regard to the Company’s size and operations and recent executive recruitments, for the first year of reporting the Board has set the objective of maintaining gender diversity across the Company at the levels that exist as at the date of this Report and increasing those levels over time as the business expands.
Performance to this objective is contained in the Directors’ Report.
Recommendation 3.4
Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.
This information is contained in the Directors’ Report.
Recommendation 3.5
Companies should disclose the information indicated in the Guide to reporting on Principle 3.
The Board confirms that the information required in this section of the Corporate Governance Principles and Guidelines is provided.
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PRINCIPLE 4 - SAFEGUARD INTEGRITY IN FINANCIAL REPORTING.
Recommendation 4.1:
The Board should establish an audit committee.
The Board has established an Audit and Risk Committee.
WHK Audit has been appointed as the independent external auditor. The independent auditor reports directly to the Audit and Risk Committee, and is also required to attend the annual general meeting of the Company to answer any shareholder questions about the audit and the preparation and content of the audit report.
Recommendation 4.2:
Structure of the audit committee.
The Audit and Risk Committee is comprised of Mr G Keeghan (non-executive Director and Chairman of the committee), Mr D Smith and Mr D Cleland (non-executive Directors). Mr Keeghan and Mr Cleland are independent directors. Accordingly, the majority of the members of the Audit and Risk Committee are independent non-executive Directors.
Mr Smith brings to the Committee more than forty years’ experience as a public accountant and auditor. Further detail regarding the skills, experience and qualifications of the members of the Audit & Risk Committee is given in the Directors’ Report.
Recommendation 4.3: Charter of the Audit Committee.
The Audit and Risk Committee’s charter is to advise, maintain and monitor business risk through an appropriate internal framework, and to assist the Board in fulfilling its audit, accounting and reporting obligations. The Audit and Risk Committee’s charter is contained within the Company’s Corporate Governance Charter (Section 5), a copy of which is located on the Company’s website (www.saferoads.com.au) under the Investor Relations icon.
Recommendation 4.4:
Companies should provide the information indicated in the Guide to Reporting on Principle 4.
The Audit and Risk Committee met six times during the 2010-11 year, with full attendance.
Information regarding the skills, experience and qualifications of the members of the Audit and Risk Committee is disclosed in the Directors’ Report.
The Company annually considers the skills and independence of its external auditor. The Company’s external audit engagement partner is rotated every five years.
A copy of the Company’s Corporate Governance Charter is located on the Company’s web site (www.saferoads. com.au) under the Investor Relations icon.
PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE.
Recommendation 5.1:
Establish written policies designed to ensure compliance with ASX Listing Rules.
The Board is aware of its obligations to make timely and balanced disclosures both to the ASX and to the financial market in general. Continuous disclosure is a standing item on the agenda for each Board meeting. During the course of 2010-11 the Board made several announcements as material issues arose.
The Company has a written Continuous Disclosure Policy designed to ensure compliance with listing rules. The policy identifies the type of information that should be disclosed, the decision making process concerning the disclosure obligation, the roles and responsibilities of directors and senior management in the disclosure context, and identification of the personnel authorised to make disclosure to the ASX and to discuss corporate issues with analysts, the media, shareholders and the general public.
Recommendation 5.2:
Companies should provide the information indicated in the Guide to Reporting on Principle 5.
A copy of the Company’s Continuous Disclosure Policy is located on the Company’s web site (www.saferoads.com. au) under the Investor Relations icon.
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PRINCIPLE 6 - RESPECT THE RIGHTS OF SHAREHOLDERS.
Recommendation 6.1:
Companies should design a communications policy
The Company’s approach to communications with shareholders in contained in Section 2.15 of the Company’s Corporate Governance Charter. The Company aims to ensure that shareholders are kept informed of all major developments affecting the Company. This is achieved through compliance with the ASX continuous disclose rules and through providing links from the Company’s website to announcements made to the market via the ASX.
The Board encourages full attendance at and participation in the annual general meeting where presentations of the Company’s current performance and future growth prospects are made. If shareholders are unable to attend in person, they are encouraged to appoint a proxy to exercise their voting rights on their behalf.
During the year 2010-11 the Company issued a newsletter to all shareholders outlining some of the Company’s activities, personnel changes and products. (This newsletter was mailed to shareholders on July 6, 2011.)
Recommendation 6.2:
Companies should provide the information indicated in the Guide to Reporting on Principle 6.
A copy of the Company’s Corporate Governance Charter is located on the Company’s website (www.saferoads.com. au) under the Investor Relations icon.
PRINCIPLE 7 - RECOGNISE AND MANAGE RISK.
Recommendation 7.1:
Companies should establish policies for the oversight and management of material business risks.
The Audit and Risk Committee referred to under Principle 4 above focuses on both audit and risk. A review of business risks relating to people, product and profit is a standing item on the agenda for each meeting of the Audit and Risk Committee. There is a standing item on the Board agenda to receive a report from the Committee.
Recommendation 7.2:
The Board should require Management to design and implement the risk management and internal control system to manage business risk.
The Company has a Risk Management Policy, a copy of which is located on the Company’s web site (www. saferoads.com.au) under the Investor Relations icon.
A register of material business risks has been established, risks have been analysed and evaluated, risk management processes and controls have been put in place and reporting schedules developed. Material business risks that have been evaluated and rated “Very High” are to be reported to the Board on monthly basis. Risks that have been evaluated and rated “High” are reported to the Board/ Audit and Risk Committee every two months. Risks rated at less than “High” are reported to the Board/ Audit and Risk Committee as required and at least annually.
At each Audit and Risk Committee meeting, the internal auditor reports on internal audit findings and the Committee reports to the full Board. The internal auditor has no operational or managerial responsibilities and is considered to be independent.
Senior Management has reported to the Board that it considers that the management of the Company’s material business risks has been effective.
Recommendation 7.3:
The Board should disclose whether it has received assurance from the CEO and CFO re the declaration provided in accordance with section 295A of the Corporations Act.
The Board confirms that it has received written confirmation from the Chief Executive Officer and the Chief Financial Officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
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Recommendation 7.4: Companies should provide the information indicated in the Guide to Reporting on Principle 7.
The Company confirms that statements by Senior Management referred to in Recommendations 7.2 & 7.3 have been received by the Board.
A copy of the Company’s Risk Management Policy is located on the Company’s web site (www.saferoads.com.au) under the Investor Relations icon.
PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY.
Recommendation 8.1:
The Board should establish a Remuneration Committee.
The Board has established a Remuneration Committee. The Committee’s Charter is to review and advise the Board on compensation arrangements for Directors and Senior Management. Included in the charter is the responsibility for ensuring that remuneration is fair for all employees regardless of gender and ethnic background. The Committee is aware of its responsibility to ensure that remuneration packages are market competitive and will attract, motivate and retain high-quality personnel.
In light of the Senior Management changes in the latter half of the year, including the appointment of a Chief Executive Officer, it was not considered necessary for the Remuneration Committee to meet during the year to review Senior Management remuneration packages. The usual yearly review of these packages will recommence in the coming year.
Recommendation 8.2:
Structure of the Remuneration Committee
The Remuneration Committee is comprised of Mr G Bertuch (non-executive Director and Chairman of the committee), Mr D Smith and Mr D Cleland (non-executive Directors). Mr Bertuch and Mr Cleland are independent directors. Mr Smith is not an independent director.
Accordingly, the majority of the members of the Remuneration Committee are independent non-executive Directors.
Recommendation 8.3:
Companies should clearly distinguish the structure of non-executive Directors from that of executive Directors and Senior Management.
Detailed disclosure of the remuneration of non-executive Directors, executive Directors and Senior Management is made in the remuneration report forming part of the Directors’ Report.
The remuneration of the non-executive directors comprises only directors’ fees and statutory superannuation. They have no other entitlement. The remuneration of the senior managers comprises a base salary, car allowance, statutory superannuation and a performance bonus based on the company achieving more than the Net Profit Before Tax (NPBT) achieved in the prior year.
Recommendation 8.4
Companies should provide the information indicated in the Guide to Reporting on Principle 8.
The skills, experience and qualifications of the Remuneration Committee members are detailed in the Directors’ Report.
There is no scheme for retirement benefits for non-executive directors, other than for statutory superannuation for non-executive directors.
The Company does not currently have any active equity-based remuneration schemes.
A copy of the Remuneration Committee Charter is included in the Corporate Governance Charter, section 6 which is located on the Company’s website (www.saferoads.com.au) under the Investor Relations icon.
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5 Financial Statements
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SAFEROADS HOLDINGS LIMITED Comprehensive Income Statement
FOR THE YEAR ENDED 30 JUNE 2011
| Notes | CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| Revenue | 4 | 45,682,498 | 48,971,508 |
- |
- |
| Cost of sales | (29,437,918) | (30,790,815) | - | - |
|
| Gross proft | 16,244,580 | 18,180,693 |
- |
- |
|
| Other income | 4 | 48,550 | 151,582 |
36 |
3,361 |
| Employee benefts | (8,307,117) | (9,046,036) | - | - |
|
| Amortisation | (80,015) | (73,242) | - | - |
|
| Finance costs | (646,007) | (494,058) | - | - |
|
| Depreciation | (777,097) | (661,215) | - | - |
|
| Other expenses | (5,563,437) | (5,300,956) | (180) | (195) | |
| Proft before income tax | 4 | 1,019,457 | 2,756,768 |
(144) |
3,166 |
| Income tax expense | 5 | (271,785) | (721,614) | 43 | (47) |
| Proft after tax from continuing operations |
747,672 | 2,035,154 |
(101) |
3,119 | |
| Net proft for the period | 747,672 | 2,035,154 |
(101) |
3,119 | |
| Net proft attributable to members of parent |
747,672 | 2,035,154 |
(101) |
3,119 | |
| Other comprehensive income | |||||
| Exchange differences on translating foreign controlled entities |
(20,545) | 30,564 | - |
- |
|
| Total comprehensive income for the peri | od | 727,127 | 2,065,718 |
(101) |
3,119 |
| Total comprehensive income attributable to members of the parent |
727,127 | 2,065,718 |
(101) |
3,119 | |
| Earnings per share (cents per share) | |||||
| - basic for proft for the full year | 2.9 | 7.8 |
|||
| - diluted for proft for the full year | 2.9 | 7.8 |
|||
| - dividends paid per share | - | - |
|||
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SAFEROADS HOLDINGS LIMITED Statement of Financial Position
AS AT 30 JUNE 2011
| Notes | CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | 8 | 954,174 | 2,007,999 |
6,121 |
6,300 |
| Trade and other receivables | 9 | 8,958,683 | 6,437,760 |
- |
- |
| Income tax receivable | - | - |
78 |
- |
|
| Inventories | 11 | 10,664,349 | 9,436,973 |
- |
- |
| Prepayments | 478,110 | 466,019 |
- |
- |
|
| Total Current Assets | 21,055,316 | 18,348,751 |
6,199 |
6,300 |
|
| Non-current Assets | |||||
| Deferred tax assets | 5 | - | 31,947 |
- |
- |
| Property, plant and equipment | 12 | 6,047,331 | 4,303,756 |
- |
- |
| Other fnancial assets | 13 | - | - |
27,030,708 | 27,030,708 |
| Intangible assets and goodwill | 14 | 5,880,328 | 5,746,159 |
- |
- |
| Total Non-current Assets | 11,927,659 | 10,081,862 |
27,030,708 | 27,030,708 | |
| TOTAL ASSETS | 32,982,975 | 28,430,613 |
27,036,907 | 27,037,008 | |
| LIABILITIES | |||||
| Current Liabilities | |||||
| Trade and other payables | 15 | 6,230,839 | 3,986,367 |
- |
- |
| Current tax liabilities | 114,100 | 42,575 |
- |
- |
|
| Interest-bearing loans and borrowings | 16 | 1,380,473 | 115,743 |
- |
- |
| Provisions | 17 | 480,088 | 533,210 |
- |
- |
| Total Current Liabilities | 8,205,500 | 4,677,895 |
- |
- |
|
| Non-current Liabilities | |||||
| Deferred tax liabilities | 5 | 24,845 | - |
- |
- |
| Interest-bearing loans and borrowings | 16 | 7,534,287 | 7,253,564 |
- |
- |
| Provisions | 17 | 73,231 | 81,169 |
- |
- |
| Total Non-current Liabilities | 7,632,363 | 7,334,733 |
- |
- |
|
| TOTAL LIABILITIES | 15,837,863 | 12,012,628 |
- |
- |
|
| NET ASSETS | 17,145,112 | 16,417,985 |
27,036,907 | 27,037,008 | |
| EQUITY | |||||
| Contributed equity | 18 | 4,130,708 | 4,130,708 |
27,030,708 | 27,030,708 |
| Reserves | 18 | (50,970) | (30,425) | - | - |
| Retained earnings | 18 | 13,065,374 | 12,317,702 |
6,199 |
6,300 |
| TOTAL EQUITY | 17,145,112 | 16,417,985 |
27,036,907 | 27,037,008 |
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SAFEROADS HOLDINGS LIMITED Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2011
| Notes | CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| Cash fows from operating activities | |||||
| Receipts from customers | 43,352,430 | 57,408,867 |
- |
- |
|
| Payments to suppliers and employees | (41,594,780) | (49,270,311) | (180) | (195) | |
| Interest paid | (646,007) | (494,058) | - | - |
|
| Income tax paid | (143,468) | (755,697) | (35) | - | |
| GST paid | (690,292) | (1,281,940) | - | - |
|
| Net cash fows from operating activities | 8 | 277,883 | 5,606,861 |
(215) |
(195) |
| Cash fows from investing activities | |||||
| Interest received | 18,435 | 9,009 |
36 |
3 |
|
| Proceeds from sale of property, plant and equipment |
230,240 | 103,260 |
- |
- |
|
| Purchase of property, plant and equipmen | t | (2,911,652) | (523,542) | - | - |
| Product developments costs | (214,184) | (183,565) | |||
| Net cash fows used in investing activities | (2,877,161) | (594,838) | 36 | 3 |
|
| Cash fows from fnancing activities | |||||
| Proceeds from borrowings | 1,781,785 | 202,278 |
- |
- |
|
| Repayment of borrowings | (236,333) | (3,950,564) | - | - |
|
| Net cash fows used in fnancing activities | 1,545,453 | (3,748,286) |
- | - |
|
| Net increase/(decrease) in cash and cash equivalents |
(1,153,825) | 1,263,737 | (179) |
(192) | |
| Cash and cash equivalents at beginning of period |
2,007,999 | 744,262 |
6,300 |
6,492 |
|
| Cash and cash equivalents at end of period |
8 | 954,174 | 2,007,999 |
6,121 |
6,300 |
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SAFEROADS HOLDINGS LIMITED Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2011
| Contributed Equity |
Reserves | Retained Earnings |
Total Equity |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| CONSOLIDATED | ||||
| At 1 July 2009 | 4,130,708 | (60,989) |
10,282,548 | 14,352,267 |
| Comprehensive income for period | - | 30,564 |
2,035,154 |
2,065,718 |
| At 30 June 2010 | 4,130,708 | (30,425) |
12,317,702 | 16,417,985 |
| At 1 July 2010 | 4,130,708 | (30,425) |
12,317,702 | 16,417,985 |
| Comprehensive income for period | - | (20,545) |
747,672 | 727,127 |
| At 30 June 2011 | 4,130,708 | (50,970) |
13,065,374 | 17,145,112 |
| PARENT | ||||
| At 1 July 2009 | 27,030,708 | - |
3,181 |
27,033,889 |
| Comprehensive income for period | - | - |
3,119 |
3,119 |
| At 30 June 2010 | 27,030,708 | - |
6,300 |
27,037,008 |
| At 1 July 2010 | 27,030,708 | - |
6,300 |
27,037,008 |
| Comprehensive income for period | - | - |
(101) |
(101) |
| At 30 June 2011 | 27,030,708 | - |
6,199 |
27,036,907 |
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6 Notes to Financial Statements
SAFEROADS HOLDINGS LIMITED Notes to the Financial Statements
FOR THE YEAR ENDED 30 JUNE 2011
1 CORPORATE INFORMATION
Saferoads Holdings Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian stock exchange.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
The financial report is a general purpose financial report which is prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations of the authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report has also been prepared on a historical cost basis.
(b) Statement of compliance
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (‘AIFRS’). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (‘IFRS’).
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the group for the annual reporting period ending 30th June 2011. The impact of the adoption in the future is not expected to be material.
(c) Basis of consolidation
The consolidated financial statements comprise the financial statements of the legal parent entity, Saferoads Holdings Limited and its subsidiaries (‘the Group’).
The parent entity was incorporated on 14 October 2005. On 31 October 2005, the parent entity acquired all of the shares in Saferoads Pty Ltd.
The implications under AASB 3 “Business Combinations” for Group purposes are that the transaction that occurred in 31 October 2005 is accounted for as a reverse acquisition and as such, the legal subsidiary becomes the accounting acquirer under AIFRS. The effect of this is that the Group financial statements are prepared for the year ending 30 June 2011 as a continuation of the legal subsidiary, Saferoads Pty Ltd, with comparative information for the year ended 30 June 2010, using consistent accounting policies.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
Adjustments are made to bring into line any dissimilar accounting policies that may exist.
All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full.
Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.
Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which Saferoads Holdings Limited has control.
(d) Business Combinations
The purchase method of accounting is used for all business combinations regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the combination. Where equity instruments are issued in a business combination, the fair value of the instruments is their published market price as at the date of exchange. All identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of the business combination over the net fair value of the group’s share of identifiable net assets acquired is recognised as goodwill.
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e) Foreign currency translation
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year end exchange rate. Non monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the comprehensive income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the comprehensive income statement.
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:
-
assets and liabilities are translated at year end exchange rates prevailing at that reporting date;
-
income and expenses are translated at average exchange rates for the period; and
-
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on the translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the comprehensive income statement in the period in which the operation is disposed.
(f) Property, plant and equipment
Property, plant and equipment are stated at cost less any accumulated depreciation and any impairment in value.
Depreciation is calculated on a reducing balance basis over the estimated useful life of the asset as follows: Buildings - 7% Plant and equipment - 20% to 40%
(g) Borrowing costs
Borrowing costs are recognised as an expense when incurred.
(h)
Impairment of non-financial assets other than goodwill
The Group assesses whether there is any indication that an asset may be impaired when events or changes in circumstances indicate the carrying value may not be recoverable. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.
Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
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(i) Goodwill and intangible assets
Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over the group’s interest in the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the group are assigned to those units or groups of units. Each unit or group of units to which the goodwill is so allocated : * represents the lowest level within the group at which the goodwill is monitored for internal management purposes, and * is not larger than a segment based on either the group’s primary or the group’s secondary reporting format determined in accordance with AASB 8 Operating Segments.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cashgenerating units), to which the goodwill relates. When the recoverable amount of the cash- generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised. When goodwill forms part of the cash-generating unit (group of cash-generating units) and an operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of and the portion of the cashgenerating unit retained.
Intangibles
Intangible assets acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible.
The useful lives of these intangible assets are assessed to be either finite or indefinite.
Where amortisation is charged on assets with finite lives, this expense is taken to the comprehensive income statement through the amortisation line item.
Intangible assets, excluding development costs, created within the business are not capitalised and expenditure is charged against profits in the period in which the expenditure is incurred.
Intangible assets are tested for impairment where an indicator of impairment exists, and in the case of indefinite life intangibles annually, either individually or at the cash generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis.
Research and development costs
Research costs are expensed as incurred.
Development expenditure incurred on an individual project is carried forward when its future recoverability can reasonably be regarded as assured.
Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses.
Any expenditure carried forward is amortised over the period of expected future sales from the related project.
The carrying value of development is reviewed for impairment annually when the asset is not yet in use, or more frequently when an indicator of impairment arises during the reporting year indicating that the carrying value may not be recoverable.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the comprehensive income statement when the asset is derecognised.
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(j) Inventories
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition are accounted for as follows: Raw materials - purchase cost on a first-in, first-out basis;
Finished goods and work-in-progress - cost of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
(k) Trade and other receivables
Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.
An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.
(l) Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
(m) Interest-bearing loans and borrowings
All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing.
Interest expense is recognised as it accrues.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
Gains and losses are recognised in the comprehensive income statement when the liabilities are derecognised as well as through the amortisation process.
(n) Provisions
Provisions are recognised when the Group has a present obligation (legal and constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the comprehensive income statement net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
(o) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax from the proceeds.
(p) Share-based payment transactions
The Group provides benefits to employees (including directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’).
The Employee Share Option Plan (ESOP) provides benefits to directors and employees.
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an external valuer using the binomial model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Saferoads Holdings Limited (‘market conditions’).
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The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Group, will ultimately vest. This opinion is formed on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these transactions is included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.
Where the terms of an equity-settled award are cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.
(q) Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised.
Sale of goods
Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of delivery of the goods to the customer, or where the customer has explicitly requested that the goods be held on their behalf.
Interest
Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.
Dividends
Revenue is recognised when the shareholders’ right to receive the payment is established.
(r) Income Tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compare the amount are those that are enacted by the statement of financial position date.
Deferred income tax is provided on all temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
-
•- when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
-
when the taxable temporary difference is associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised except:
- when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
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- when the deductible temporary difference is associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date.
(s) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
-
where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
-
receivables and payables are stated with the amount of GST included.
-
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from the investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(t) Employee benefits
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits expected to be settled within one year together with entitlements arising from wages and salaries and annual leave which will be settled after one year, have been measured at the amounts expected to be paid when the liability is settled plus related on-costs. All other employee benefit liabilities are measured at the present value of the estimated future cash outflows to be made for those benefits.
(u) Trade and other payables
Trade payables and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.
(v) Derivative Financial Instruments
The group uses derivative financial instruments such as forward currency contracts to hedge risks associated with foreign currency fluctuations. Such derivative financial instruments are initially recognised at fair value at the date on which the derivative contract is entered into and are subsequently remeasured to fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when their fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to the comprehensive income statement for the year.
(w) Critical Accounting Estimates and Judgements
The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.
Key Estimates
(i) Impairment
The Group assesses impairment at each reporting date by evaluating conditions and events specific to the Group that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions.
With respect to cash flow projections for non current assets, growth rates of 0.53% (2010: 1.4%) have been factored into valuation models for the next five years on the basis of management’s expectations around the Group’s continued ability to capture market share from competitors.
30
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The rates used incorporate allowance for inflation. Pre-tax discount rates of 14.3% (2010: 13.73%) have been used in all models.
No impairment has been recognised in respect of non current assets at reporting date. Should the net present value of earnings before interest and tax, over the next five years, fall below the carrying value of the non current assets, an impairment loss would be recognised.
Key Judgments
(i) Provision for Impairment of Receivables
Collectability of Trade Receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for impairment is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
(x) Going Concern
The accounts are prepared on a going concern basis. However, the company has previously breached its Interest Coverage Ratio required by its bank under its loan terms. This necessitated a re-classification of long term loans as current for the half year ended 31 December 2010. The company complied with the required covenants for the period ended 30 June 2011. The company is constantly managing margins and liquidity risk, by preparing cash flow and bank covenant forecasts and enjoys a supportive relationship with its bank. However, in the current economic environment there is some potential for bank covenants not to be met. In the event that bank covenants are not met, bank loans may become current. However, the company would still have positive working capital, and the directors believe the company would be able to pay its debts as and when they fall due.
3 SEGMENT INFORMATION
The company predominately operates in the road safety products market in Australia.
4 REVENUES AND EXPENSES
(a) Specific Items
Profit before income tax expense includes the following revenues and expenses whose disclosure is relevant in explaining the performance of the entity:
| CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
|||
| $ | $ | $ | $ | |
| (i) Revenue | ||||
| Sale of goods | 45,682,498 | 48,971,508 |
- |
- |
| (ii) Other income | ||||
| Interest | 18,435 | 9,009 |
36 |
3 |
| Dividends from subsidiary | - | - |
- |
- |
| Proft on sale of plant & equipment | (160,740) | (39,828) | - | - |
| Other | 190,855 | 182,401 |
- |
3,358 |
| 48,550 | 151,582 |
36 |
3,361 |
|
| TOTAL | 45,731,048 | 49,123,090 |
36 |
3,361 |
| (iii) Expenses | ||||
| Rental Expense on Operating Lease | 952,956 | 610,484 |
- |
- |
| Bad and doubtful debts | 77,323 | 140,503 |
- |
- |
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5 INCOME TAX
Major components of income tax expense for the year ended 30 June 2011 are:
| CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Comprehensive income statement | ||||
| Current income tax charge | 241,580 | 885,775 |
(43) |
47 |
| Deferred income tax | 56,792 | (77,064) |
- | - |
| Adjustments in respect of current income tax of previous period |
(26,587) | (87,097) | - | - |
| Income tax expense reported in comprehensive income statement |
271,785 | 721,614 |
(43) |
47 |
A reconciliation of income tax expense applicable to accounting profit before income tax at the statutory income tax rate to income tax expense at the Group’s effective income tax rate is as follows:
| CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
|||
| $ | $ | $ | $ | |
| Accounting proft before income tax | 1,019,457 | 2,756,768 |
(144) |
3,166 |
| At the statutory income tax rate of 30% | 305,837 | 827,030 |
(43) |
950 |
| Adjustments in respect of current income tax of previous period |
(26,587) | (87,097) | - | (903) |
| Tax concessional items | (16,064) | (13,767) | - | - |
| Expenditure allowable for income tax purpose | s 8,599 |
(4,552) |
- | - |
| TOTAL | 271,785 | 721,614 |
(43) |
47 |
| STATEMENT OF COMPREHENSIVE FINANCIAL POSITION INCOME STATEMENT 2011 2010 2011 2010 |
STATEMENT OF COMPREHENSIVE FINANCIAL POSITION INCOME STATEMENT 2011 2010 2011 2010 |
STATEMENT OF COMPREHENSIVE FINANCIAL POSITION INCOME STATEMENT 2011 2010 2011 2010 |
STATEMENT OF COMPREHENSIVE FINANCIAL POSITION INCOME STATEMENT 2011 2010 2011 2010 |
STATEMENT OF COMPREHENSIVE FINANCIAL POSITION INCOME STATEMENT 2011 2010 2011 2010 |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Deferred income tax | ||||
| Deferred income tax at 30 June relates to the following: |
||||
| CONSOLIDATED | ||||
| Deferred income tax liability | ||||
| Employee entitlements | 160,686 | 184,314 |
23,628 |
(19,381) |
| Research & Development Costs | (264,818) | (223,050) | 41,768 | 14,552 |
| Other | 79,287 | 70,683 |
(8,604) |
(72,235) |
| Gross deferred income tax liability | (24,845) | 31,947 | ||
| Deferred income tax charge | 56,792 | (77,064) |
||
PARENT
The parent does not have any deferred tax balances.
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6 EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options).
The following reflects the income and share data used in the total operation’s basic and diluted earnings per share computations:
| CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
|||
| $ | $ | $ | $ | |
| Net proft attributable to equity holders from continuing operations |
747,672 | 2,035,154 |
- |
- |
| Net proft attributable to equity holders of the parent |
747,672 | 2,035,154 |
- |
- |
| Net proft attributable to ordinary shareholders for diluted earnings per share |
747,672 | 2,035,154 |
- |
- |
| Weighted average number of ordinary shares for basic earnings per share |
26,000,000 | 26,000,000 |
- |
- |
| Adjusted weighted average number of ordinary shares for diluted earnings per share |
26,000,000 | 26,000,000 |
- |
- |
For the purpose of calculating earnings and dividends per share, it is the ordinary shares of the legal parent that is used, being the proportionate weighting of the 26,000,000 shares on issue.
7 DIVIDENDS PAID AND PROPOSED
| CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Equity dividends on ordinary shares: | ||||
| Interim franked dividend for 2011: 0.0 cents (2010: 0.0 cents) |
- | - | - | - |
| The tax rate at which paid dividends have been franked is 30%. |
||||
| Dividends proposed and not recognised as a liability: |
||||
| Final franked dividend for 2011: 0.0 cents (2010: 0.0 cents) |
- | - |
- |
- |
| Dividends proposed will be franked at the rate of 30%. |
||||
| Franking Credit Balance: | ||||
| The amount of franking credits available for future reporting periods after the payment of income tax payable and the impact of dividends proposed. |
5,242,341 | 5,107,543 |
2,876 |
2,876 |
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8 CASH AND CASH EQUIVALENTS
| CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Cash at bank and in hand | 954,174 | 2,007,999 |
6,121 |
6,300 |
Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates.
Short-term deposits are made for varying periods of between one day and one month depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.
The fair value of cash and cash equivalents is equal to the carrying value.
Reconciliation of cash
For the purposes of the statement of cash flows, cash and cash equivalents comprise the following at 30 June:
| CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Cash at bank and in hand | 954,174 | 2,007,999 |
6,121 |
6,300 |
| Reconciliation from the net proft after tax to the net cash fows from operations |
||||
| Net proft | 747,672 | 2,035,154 |
(101) |
3,119 |
| Adjustments for: | ||||
| Depreciation | 777,097 | 661,215 |
- |
- |
| Amortisation | 80,015 | 73,242 |
- |
- |
| Net (proft)/loss on disposal of plant and equipm | ent 160,740 |
39,828 |
- |
- |
| Interest received | (18,435) | (9,009) | (36) | (3) |
| Changes in assets and liabilities | ||||
| (Increase)/decrease in trade and other receivables | (2,520,923) | 3,645,718 | - |
- |
| (Increase)/decrease in inventories | (1,227,376) | 1,594,285 | - |
- |
| (Increase)/decrease in prepayments | (12,091) | (226,707) | - | - |
| Decrease/(increase) in deferred income asset | 31,947 | (31,947) |
||
| (Decrease)/increase in deferred income tax liability | 24,845 | (45,117) |
- | - |
| (Decrease)/increase in trade and other payables | 2,223,927 | (2,237,383) |
- | (3,311) |
| (Decrease)/increase in provisions | (61,060) | 64,601 | - |
- |
| (Decrease)/increase in tax provision | 71,525 | 42,981 |
(78) |
- |
| Net cash from operating activities | 277,883 | 5,606,861 |
(215) |
(195) |
| 9 TRADE AND OTHER RECEIVABLES |
(CURRENT) | |||
| CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
|||
| $ $ | $ $ | |||
| Trade receivables | 9,133,683 6,537,760 |
- - |
||
| Provision for impairment | (175,000) | (100,000) | - | - |
| TOTAL | 8,958,683 | 6,437,760 |
- |
- |
| Trade receivables are non-interest bearing. |
| CONSOLIDATED | CONSOLIDATED | PARENT | PARENT | |||||
|---|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |||||
| $ | $ | $ | $ | |||||
| Trade receivables | 9,133,683 | 6,537,760 |
- | - | ||||
| Provision for impairment | (175,000) | (100,000) | - | - | ||||
| TOTAL | 8,958,683 | 6,437,760 |
- | - | ||||
| Trade receivables are non-interest bearing. |
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10 ECONOMIC DEPENDENCY
The Group does not have an economic dependency on any single customer.
11 INVENTORIES
| CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Stock on hand | 10,664,349 | 9,436,973 |
- |
- |
12 PROPERTY, PLANT AND EQUIPMENT
| CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Land | 57,000 | 57,000 |
- |
- |
| Buildings at cost | 817,284 | 817,284 |
- |
- |
| Less accumulated depreciation | (390,157) | (353,255) | - | - |
| 427,127 | 464,029 |
- |
- |
|
| Plant & equipment at cost | 8,773,132 | 6,252,460 |
- |
- |
| Less accumulated depreciation | (3,209,928) | (2,469,733) | - | - |
| 5,563,204 | 3,782,727 |
- |
- |
|
| Total property, plant & equipment | 6,047,331 | 4,303,756 |
- |
- |
Movements in Carrying Amounts
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.
| Land | Buildings | Plant & Equipment |
Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Balance at 1 July 2010 | 57,000 | 464,029 |
3,782,727 |
4,303,756 |
| Additions | - | 2,911,652 | 2,911,652 |
|
| Depreciation expense | - | (36,902) |
(740,195) | (777,097) |
| Disposals | - | - |
(390,980) |
(390,980) |
| Carrying amount at 30 June 2011 | 57,000 | 427,127 |
5,563,204 |
6,047,331 |
| Balance at 1 July 2009 | 57,000 | 493,326 |
4,034,191 |
4,584,517 |
| Additions | - | 8,940 |
514,602 |
523,542 |
| Depreciation expense | - | (38,237) |
(622,978) | (661,215) |
| Disposals | - | - |
(143,088) |
(143,088) |
| Carrying amount at 30 June 2010 | 57,000 | 464,029 |
3,782,727 |
4,303,756 |
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13 OTHER FINANCIAL ASSETS
| CONSO 2011 |
LIDATED 2010 |
PAR 2011 |
ENT 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Investment in subsidiary at cost | - | - |
27,030,708 |
27,030,708 |
14 INTANGIBLE ASSETS & GOODWILL
| CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
|||
| $ | $ | $ | $ | |
| Goodwill | 4,967,561 | 4,967,561 |
- |
- |
| Licence agreements at cost | 73,677 | 73,677 |
- |
- |
| Less accumulated amortisation | (43,637) | (38,578) | - | - |
| 30,040 | 35,099 |
- |
- |
|
| Product development costs | 1,092,742 | 878,558 |
- |
|
| Less accumulated amortisation | (210,015) | (135,059) | - | - |
| 882,727 | 743,499 |
- |
- |
|
| TOTAL | 5,880,328 | 5,746,159 |
- |
- |
(a) Movement in carrying amounts
| Goodwill | License Agreement |
Product Devt Costs |
Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Balance at 1 July 2009 | 4,967,561 | 40,158 |
628,117 |
5,635,836 |
| Capitalisation of costs | - | - |
183,565 |
183,565 |
| Amortisation expense | - | (5,059) |
(68,183) | (73,242) |
| Carrying amount at 30 June 2010 | 4,967,561 | 35,099 |
743,499 |
5,746,159 |
| Balance at 1 July 2010 | 4,967,561 | 35,099 |
743,499 |
5,746,159 |
| Capitalisation of costs | - | - |
214,184 |
214,184 |
| Amortisation expense | - | (5,059) |
(74,956) | (80,015) |
| Carrying amount at 30 June 2011 | 4,967,561 | 30,040 |
882,727 |
5,880,328 |
(b) Impairment test for goodwill
Goodwill is allocated to the cash-generating unit overall. The recoverable amount of the cash-generating unit is determined based on value-in-use calculations. Value-in-use is calculated based on the present value of cash flow projections over a 5 year period. The cash flows are discounted using a capital assets pricing model combining the yield of the 10-year government bonds at the beginning of the budget period of 5.75% (2010: 5.095%) , with an All Ordinaries long term rate of return of 10.04% (2010: 9.41%), and a beta risk rate of 2% (2010: 2.00%).
The following assumptions were used in the value-in-use calculations:
Growth Rate Discount Rate 0.53% 14.30%
Overall Business
36
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Management has based the value-in-use calculations on budgets for the business. These budgets use historical weighted average growth rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the period which are consistent with inflation rates applicable to the locations in which the business operates. The discount rate is pre-tax and is adjusted to incorporate risks associated with the business segments.
15 TRADE AND OTHER PAYABLES (CURRENT)
| CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
|||
| $ | $ | $ | $ | |
| Trade payables | 5,540,130 | 3,185,171 |
- |
- |
| Accrued expenses | 571,192 | 707,614 |
- |
- |
| GST payable/(Receivable) | 119,517 | 93,582 |
- |
- |
| 6,230,839 | 3,986,367 |
- |
- |
|
Payables are non-interest bearing and are normally settled on 30-day terms.
16 INTEREST-BEARING LOANS AND BORROWINGS
| CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Current | ||||
| Hire purchase | 380,473 | 115,743 |
- |
- |
| Bank loans | 1,000,000 | - |
- |
- |
| 1,380,473 | 115,743 |
- |
- |
|
| Non-current | ||||
| Hire purchase | 435,458 | 133,046 |
- |
- |
| Bank loans | 7,098,829 | 7,120,518 |
- |
- |
| 7,534,287 | 7,253,564 |
- |
- |
|
Saferoads Pty Ltd is required to report to the Commonwealth Bank at the end of each 3 monthly period regarding its compliance with Financial Covenants.
As at the reporting date of 5 August 2011, the company is in compliance with its bank covenants therefore the company’s long terms loans have been classified as non-current.
Hire purchase liabilities are secured by a charge over the financial assets.
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Financing facilities available
At reporting date, the following financing facilities had been negotiated and were available:
| CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Total facilities: | ||||
| - bank bills - variable | 7,200,000 | 7,200,000 |
- |
- |
| - bank overdraft | 300,000 | 300,000 |
- |
- |
| - bank charge card | 300,000 | 300,000 |
- |
- |
| - trade facilities including bank guarantees | 2,800,000 | 2,800,000 |
- |
- |
| Facilities used at reporting date | ||||
| - bank bills - variable | 7,098,829 | 7,120,518 |
- |
- |
| - bank overdraft | - | - |
- |
- |
| - bank charge card | 222,000 | 224,500 |
- |
- |
| - trade facilities | 1,000,000 | - |
- |
- |
| - bank guarantee | 377,887 | 598,199 |
- |
- |
| Facilities unused at reporting date | ||||
| - bank bills - variable | 101,171 | 79,482 |
- |
- |
| - bank overdraft | 300,000 | 300,000 |
- |
- |
| - bank charge card | 78,000 | 75,500 |
- |
- |
| - trade facilities including bank guarantees | 1,422,113 | 2,201,801 |
- |
- |
The bank facilities are secured by a registered mortgage by Saferoads Pty Ltd over commercial property situated at Lot 8 Weerong Rd, Drouin, a registered charge over the whole of its assets and undertakings, and also a registered charge over the assets and undertakings of Saferoads Holdings Ltd.
The covenants within the bank borrowings require specific EBIT targets per quarter and net worth not less than 30% of total tangible assets.
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17 PROVISIONS
| CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
|||
| $ | $ | $ | $ | |
| Current | ||||
| Annual leave | 345,210 | 395,719 |
- |
- |
| Long service leave | 117,179 | 137,491 |
- |
- |
| Novated Lease provision | 17,699 | - |
||
| 480,088 | 533,210 |
- |
- |
|
| Non-Current | ||||
| Long service leave | 73,231 | 81,169 |
- |
- |
| Total employee entitlements 553,319 |
614,379 - |
- |
||
18 EQUITY
| CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
|||
| $ | $ | $ | $ | |
| Contributed Equity | ||||
| Ordinary shares | ||||
| Issued and fully paid | 4,130,708 | 4,130,708 |
27,030,708 |
27,030,708 |
| SHARES 2011 2010 |
||
| Movements in ordinary shares on issue (legal parent) | ||
| At 1 July | 26,000,000 | 26,000,000 |
| At 30 June | 26,000,000 | 26,000,000 |
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.
Retained Earnings
Movements in retained earnings are as follows:
| CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
|||
| $ | $ | $ | $ | |
| Balance at 1 July | 12,317,702 | 10,282,548 |
6,300 |
3,181 |
| Net proft for year | 747,672 | 2,035,154 |
(101) |
3,119 |
| Balance at 30 June | 13,065,374 | 12,317,702 |
6,199 |
6,300 |
Foreign Currency Translation Reserve
This records exchange differences arising on a translation of a foreign controlled subsidiary.
39
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19 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise overdrafts, trade facilities, hire purchase contracts, cash and short-term deposits. The main purpose of these financial instruments is to raise finance for the Group’s operations.
The totals for each category of financial instruments are as follows:
| CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Financial Assets | ||||
| - Cash and cash equivalents | 954,174 | 2,007,999 |
6,121 |
6,300 |
| - Loans and receivables | 8,958,683 | 6,437,760 |
- |
- |
| Total Financial Assets | 9,912,857 | 8,445,759 |
6,121 |
6,300 |
| Financial Liabilities | ||||
| - Financial liabilities at amortised cost | 15,145,599 | 11,355,674 |
- |
- |
| Total Financial Liabilities 15,145,599 11,355,674 - - |
The Group has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations.
It is, and has been throughout the period under review, the Group’s policy that no trading in financial derivatives shall be undertaken.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, foreign currency risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.
The Group also monitors the market price risk arising from all financial instruments.
40
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(a) Interest rate risk
The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s long-term debt obligations.
The company’s exposure to interest rate risk, which is the risk that the Financial Instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:
| Weighted Average Interest Rate |
Non Interest Bearing |
Variable Interest Rate |
Fixed Interest Rate Maturing Within 1 year 1 to 2 years |
Fixed Interest Rate Maturing Within 1 year 1 to 2 years |
Total |
|
|---|---|---|---|---|---|---|
| 2011 | % | $ | $ | $ | $ | $ |
| Financial Assets | ||||||
| - Cash | 4.66 | - |
954,174 |
- |
- |
954,174 |
| - Receivables | N/A | 8,958,683 |
- |
- |
- |
8,958,683 |
| Total Financial Assets | 8,958,683 | 954,174 |
- |
- |
9,912,857 |
|
| Financial Liabilities | ||||||
| - Payables | N/A | 6,230,839 |
- |
- |
- |
6,230,839 |
| - Bank borrowings | 8.34 | - |
1,000,000 |
- |
7,098,829 |
8,098,829 |
| - Hire purchase | 8.23 | - |
- |
380,473 |
435,458 |
815,931 |
| Total Financial Liabiliti | es | 6,230,839 | 1,000,000 |
380,473 |
7,534,287 |
15,145,599 |
| 2010 | % | $ | $ | $ | $ | $ |
| Financial Assets | ||||||
| - Cash | 3.75 | - |
2,007,999 |
- |
- |
2,007,999 |
| - Receivables | N/A | 6,437,760 |
- |
- |
- |
6,437,760 |
| Total Financial Assets | 6,437,760 | 2,007,999 |
- |
- |
8,445,759 |
|
| Financial Liabilities | ||||||
| - Payables | N/A | 3,986,367 |
- |
- |
- |
3,986,367 |
| - Bank borrowings | 6.10 | - |
7,120,518 |
- |
7,120,518 | |
| - Hire purchase | 9.00 | - |
- |
115,743 |
133,046 |
248,789 |
| Total Financial Liabiliti | es | 3,986,367 | 7,120,518 |
115,743 |
133,046 |
11,355,674 |
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(b) Credit Risk
The Group trades only with recognised, credit worthy third parties.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures.
In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date recognised as financial assets is the carrying amount, net of any provisions for doubtful debts which is $175,000 at 30 June 2011 (2010: $100,000), as disclosed in the statement of financial position and notes to the financial statements. The company holds no collateral or security in relation to financial assets.
As at reporting date, the amount of financial assets past due, but not impaired, is $4,215,376 (2010: $2,479,822).
The Group does not have any material credit risk to any single debtor or group of debtors under financial instruments entered into by the company, other than as disclosed in Note 10.
(c) Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, and hire purchase contracts.
Maturity analysis of financial liabilities:
| Within 1 Year | 1 to 5 Years | Over 5 Years | Total | |
|---|---|---|---|---|
| 2011 | ||||
| - Payables | 6,230,839 | - |
- |
6,230,839 |
| - Bank borrowings | 1,000,000 | 7,098,829 |
- |
8,098,829 |
| - Hire purchase | 380,473 | 435,458 |
- |
815,931 |
| Total Financial Liabilities | 7,611,312 | 7,534,287 |
- |
15,145,599 |
| 2010 | ||||
| - Payables | 3,986,367 | - |
- |
3,986,367 |
| - Bank borrowings | - | 7,120,518 |
- |
7,120,518 |
| - Hire purchase | 115,743 | 133,046 |
- |
248,789 |
| Total Financial Liabilities | 4,102,110 | 7,253,564 |
- |
11,355,674 |
(d) Net Fair Values
The carrying amount of financial assets and liabilities recorded in the financial statements represents their respective net fair values, determined in accordance with the accounting policies disclosed in Note 2 to the financial statements.
(e) Foreign Exchange Risk
Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group.
The following table shows the foreign currency risk on the financial assets and liabilities of the Group’s operations, denominated in currencies other than the functional currency of the operations.
| Net Financial Assets/(Liabilities) in AUD NZD Euro USD |
Net Financial Assets/(Liabilities) in AUD NZD Euro USD |
Net Financial Assets/(Liabilities) in AUD NZD Euro USD |
|
|---|---|---|---|
| Functional Currency of Group Entity | $ | $ | $ |
| 2011 | |||
| Australian Dollar | (19,858) | - | (1,300,911) |
| 2010 | |||
| Australian Dollar | (33,938) | (10,686) | (1,247,042) |
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(f) Sensitivity Analysis
The following table illustrates sensitivities to the Group’s exposures to changes in interest rates on borrowings and exchange rates on payables. The table indicates the impact on how profit and equity values reported at balance date would have been affected by changes in the relevant risk variable that management considers to be reasonably possible. These sensitivities assume that the movement in a particular variable is independent of other variables. The following sensitivities are based on market experience over the last 12 months.
| CONSOLIDATED Proft Equity |
CONSOLIDATED Proft Equity |
PARENT Proft Equity |
PARENT Proft Equity |
|
|---|---|---|---|---|
| Year Ended 30 June 2011 | $ | $ | $ | $ |
| +/-2% in interest rates | +/-40,000 | +/-40,000 | - | - |
| +/-5c in $A/$US | +/-900,000 | +/-900,000 | - | - |
| Year Ended 30 June 2010 | ||||
| +/-3% in interest rates | +/-240,000 | +/-240,000 | - | - |
| +5c/-5c in $A/$US | +/-600,000 | +/-600,000 | - | - |
20 COMMITMENTS AND CONTINGENCIES
| CONSOLIDATED 2011 2010 |
CONSOLIDATED 2011 2010 |
PARENT 2011 2010 |
PARENT 2011 2010 |
|
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Operating Lease - properties | ||||
| Non-cancellable operating leases: | ||||
| - less than one year | 428,080 | 601,065 |
- |
- |
| - later than one year but less than fve years | 392,198 | 514,284 |
- |
- |
| Total operating lease commitments | 820,278 | 1,115,349 |
- |
- |
| Operating Lease - vehicles | ||||
| Non-cancellable operating leases: | ||||
| - less than one year | 192,880 | 101,347 |
- |
- |
| - later than one year but less than fve years | 33,175 | 271,852 |
- |
- |
| Total operating lease commitments | 226,055 | 373,199 |
- |
- |
| Hire Purchases | ||||
| Hire purchase commitments payable: | ||||
| - less than one year | 432,617 | 129,147 |
- |
- |
| - later than one year but less than fve years | 461,198 | 141,640 |
- |
- |
| 893,815 | 270,788 |
- |
- |
|
| Less future fnance charges | (77,884) | (21,999) | ||
| Total hire purchase liability | 815,931 | 248,789 |
- |
- |
| Reconciled to: | ||||
| Current liability | 380,473 | 115,743 |
- |
- |
| Non-current liability | 435,458 | 133,046 |
- |
- |
| 815,931 | 248,789 |
- |
- |
There are no material contingent liabilities or contingent assets.
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21 RELATED PARTY DISCLOSURE
The consolidated financial statements include the financial statements of Saferoads Holdings Limited and the subsidiaries listed in the following table.
| Name | Country of incorporation |
% equity interest 2011 2010 |
% equity interest 2011 2010 |
Investment 2011 2010 |
Investment 2011 2010 |
|---|---|---|---|---|---|
| Saferoads Pty Ltd | Australia | 100% | 100% | 27,030,708 | 27,030,708 |
| Saferoads NZ Limited | New Zealand | 100% | 100% |
Note: Saferoads NZ Limited is 100% owned by Saferoads Pty Ltd
22 AUDITORS’ REMUNERATION
| 2011 | 2010 | |
|---|---|---|
| Amounts received or due and receivable by WHK Audit (Vic) for the audit of the fnancial report. |
67,800 | 67,800 |
| Other assurance services | - | - |
23 COMPANY DETAILS
The registered office of the parent entity is:
Lot 8 Weerong Rd Drouin Vic 3818
24 DIRECTOR AND EXECUTIVE DISCLOSURES
(a) Details of Management Personnel
(i) Directors
Gary Bertuch Darren Hotchkin Duncan Smith Gerard Keeghan David Cleland
Chairman Non-Executive Non-Executive Non-Executive Non-Executive
(ii) Executives Wayne Kibbis Tony Wyatt Bill Cruickshank Anthony Piscopo Anthony Connor Casey McMaster
Chief Executive Officer Chief Financial Officer Company Secretary National Sales Manager OHS&E Manager Engineering Manager
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(b) Compensation of Key Management Personnel (i) Compensation Policy
The Company’s remuneration policy is to ensure that the level of remuneration paid to key personnel is market competitive and will help to attract and retain the skills and expertise required.
(ii) Compensation of Key Management Personnel 30 June 2011
| Short Term Salary Fringe Cash Termination & Fees Benefts Bonus Payment |
Short Term Salary Fringe Cash Termination & Fees Benefts Bonus Payment |
Short Term Salary Fringe Cash Termination & Fees Benefts Bonus Payment |
Short Term Salary Fringe Cash Termination & Fees Benefts Bonus Payment |
Post Employment Super- annuation |
Long Term Long Service Leave |
Share Based Payment Options |
Total | Performance Related |
|
|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | $ | % | |
| Directors | |||||||||
| Gary Bertuch | 71,498 | 6,930 | 78,428 | - |
|||||
| Darren Hotchkin | 164,000 | 8,088 |
35,219 | 17,881 |
225,188 | - |
|||
| Duncan Smith | 40,000 | 3,600 | 43,600 | - |
|||||
| Gerard Keeghan | 40,000 | 3,600 | 43,600 | - |
|||||
| David Cleland | 20,082 | - | 20,082 | - |
|||||
| Executives | |||||||||
| Bill Cruickshank | 52,119 | 14,898 | 4,691 |
71,708 | - |
||||
| Hamish Webb* | 154,181 | 9,456 |
78,484 | 15,125 |
257,246 | - |
|||
| Tony Wyatt | 176,000 | 15,840 | 3,207 |
195,047 | - |
||||
| Vicki Commadeur* | 97,444 | 53,755 | 11,148 |
162,346 | - |
||||
| Anthony Piscopo | 48,906 | 4,402 | 799 |
54,107 | - |
||||
| Wayne Kibbis 101,241 67,778 9,112 1,647 179,779 29% |
|||||||||
| Anthony Connor 24,465 2,202 398 27,065 |
|||||||||
| Casey McMaster 152,500 8,407 14,246 8,736 183,889 7% |
|||||||||
| 1,142,436 17,544 76,185 182,356 108,776 14,788 - 1,542,085 |
*H Webb & V Commadeur ceased employment during the year.
30 June 2010
| Short Term Salary Fringe Cash Termination & Fees Benefts Bonus Payment |
Short Term Salary Fringe Cash Termination & Fees Benefts Bonus Payment |
Short Term Salary Fringe Cash Termination & Fees Benefts Bonus Payment |
Short Term Salary Fringe Cash Termination & Fees Benefts Bonus Payment |
Post Employment Super- annuation |
Long Term Long Service Leave |
Share Based Payment Options |
Total | Performance Related |
|
|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | $ | % | |
| Directors | |||||||||
| Gary Bertuch | 60,500 | 5,445 | 65,945 | - |
|||||
| Darren Hotchkin | 220,000 | 14,076 |
19,800 | (22,614) |
231,262 | - |
|||
| Duncan Smith | 40,000 | 3,600 | 43,600 | - |
|||||
| Gerard Keeghan | 40,000 | 3,600 | 43,600 | - |
|||||
| Executives | |||||||||
| Bill Cruickshank | 81,026 | 7,292 | 1,417 |
89,736 | - |
||||
| Hamish Webb | 220,000 | 9,970 |
19,800 | 11,037 |
260,807 | - |
|||
| Tony Wyatt | 170,000 | 6,757 |
15,300 | 5,305 |
197,362 | - |
|||
| Vicki Commadeur | 100,000 | 7,583 |
9,000 | 2,886 |
119,469 | - |
|||
| 931,526 | 38,386 - |
- |
83,837 |
(1,969) |
- | 1,051,781 |
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(c) Shareholdings of Key Management Personnel
Shares held in Saferoads Holdings Limited
| Balance at 1 July 2010 |
Acquired | Sold |
Balance at 30 June 2011 |
|
|---|---|---|---|---|
| Directors | ||||
| Gary Bertuch | 20,000 | - |
- |
20,000 |
| Darren Hotchkin | 5,027,775 | 165,000 |
- |
5,192,775 |
| Duncan Smith | 1,200,000 | 27,580 |
- |
1,227,580 |
| Gerard Keeghan | 50,000 | - | 50,000 |
|
| David Cleland | - | 19,500 |
- |
19,500 |
| - | ||||
| Executives | ||||
| Bill Cruickshank | 66,114 | 25,000 |
- |
91,114 |
| Hamish Webb | 140,000 | - |
(140,000) |
- |
| Tony Wyatt | 1,500 | - |
- |
1,500 |
| Total | 6,505,389 | 237,080 |
(140,000) |
6,602,469 |
Shares held in Saferoads Holdings Limited
| Balance at 1 July 2009 |
Acquired | Sold |
Balance at 30 June 2010 |
|
| Directors | ||||
| Gary Bertuch | 20,000 | - |
- |
20,000 |
| Darren Hotchkin | 4,941,375 | 86,400 |
- |
5,027,775 |
| Duncan Smith | 1,087,500 | 112,500 |
- |
1,200,000 |
| Gerard Keeghan | 50,000 | - |
- |
50,000 |
| Executives | ||||
| Bill Cruickshank | 49,900 | 16,214 |
- |
66,114 |
| Hamish Webb | 140,000 | - |
- |
140,000 |
| Tony Wyatt | 1,500 | - |
- |
1,500 |
| Vicki Commadeur | - | - |
- |
- |
| Total 6,290,275 215,114 - 6,505,389 |
All equity transactions with key management personnel have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm’s length.
(d) Other Transactions with Key Management Personnel
Duncan Smith is a partner of accounting firm Smith McCarthy Wilson. The firm provided accounting services of $58,700
(2010: $85,000) to the Group during the year.
46
7 Directors’ Declaration
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Directors (L-R) David Cleland, Gary Bertuch, Darren Hotchkin, Duncan Smith, Ged Keeghan
In the opinion of the Directors of Saferoads Holdings Limited:
-
(a) the financial statements and notes of the Company and of the consolidated entity and the remuneration disclosures that are contained in the Remuneration Report in the Directors’ report are in accordance with the Corporations Act 2001, including
-
(i) giving a true and fair view of the Company’s and the consolidated entity’s financial position as at 30 June 2011 and of their performance for the year ended that date; and
-
(ii) complying with Accounting Standards and Corporations Regulations 2001.
-
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
-
(c) the financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as reported in Note 2.
This declaration has been made after receiving the declarations required to be made to the Directors by the Chief Executive Office and the Chief Financial Officer in accordance with section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the Directors.
On behalf of the Board.
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G Bertuch Chairman
Dated at Drouin (Vic), this 29 Day of August 2011.
47
8 Auditor’s Independence Statement
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48
9 Independent Audit Report
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49
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50
10 ASX Additional Information
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The shareholder information set out below was applicable as at 29 August 2011.
As at this date the Company had on issue 26,000,000 ordinary shares held by 934 shareholders.
Substantial Shareholders
Holdings of substantial shareholders as advised to the Company are set out below.
| Holders of relevant interest | Number of ordinary shares in which interest was held | Number of ordinary shares in which interest was held |
|---|---|---|
| D J Hotchkin | 5,192,775 | |
| Ruminator Pty Ltd 2,226,725 |
||
| Twenty Largest Shareholders | ||
| Name | Number of shares | % Held |
| Mr Darren John Hotchkin | 5,192,775 | 19.972 |
| Ruminator Pty Ltd | 1,545,343 | 5.944 |
| Mr Duncan Francis Smith | 1,227,580 | 4.721 |
| NLKM Pty Ltd | 922,561 | 3.548 |
| Contemplator Pty Ltd | 603,230 | 2.320 |
| Chainzone Technology (South Pacifc) Limited | 598,000 | 2.300 |
| Mr Daniel Spillman | 500000 | 1.923 |
| Bell Potter Nominees Ltd | 388,506 | 1.494 |
| Atkone Pty Ltd | 380,296 | 1.463 |
| Koonung Nominees Pty Ltd | 350,000 | 1.346 |
| Martre Properties Pty Limited | 280,000 | 1.077 |
| Mr Glenn Scott Wadsworth & Mr Ricki Mark Wadsworth | 267,092 | 1.027 |
| UBS Wealth Management Australia Nominees Pty Ltd | 200,000 | 0.769 |
| Mr Milton Tannis | 200,000 | 0.769 |
| Mr James Macky Beveridge& Mr Anthony Christopher | 185,900 | 0.715 |
| Edward | ||
| Mr Bill Jauleska & Mrs Yagoda Jauleska | 183,295 | 0.705 |
| Cimtek Pty Ltd | 160,348 | 0.617 |
| Mr Allan Walters | 156,620 | 0.602 |
| Wigram Investments Pty Ltd | 150,000 | 0.577 |
| Mr Noel Thompson & Mrs Lorraine Thompson | 145,515 | 0.560 |
| 13,637,061 | 52.450 | |
51
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Distribution of Shareholdings
| Range | Total Holders | Units |
|---|---|---|
| 1 – 1,000 | 153 | 92,103 |
| 1,001 – 5,000 | 318 | 1,032,034 |
| 5,001 – 10,000 | 162 | 1,411,212 |
| 10,001 – 100,000 | 261 | 8,019,801 |
| 100,001 – and over | 35 | 15,444,850 |
| 929 | 26,000,000 | |
The number of shareholders holding less than a marketable parcel is 197
VOTING RIGHTS
All ordinary shares carry one vote per share.
NUMBER OF ORDINARY SHARES SUBJECT TO ESCROW
Nil
52
11 Corporate Directory
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FOR YEAR ENDED 30 JUNE 2011
| Directors | Solicitors |
|---|---|
| Gary Bertuch (Chairman) | Maddocks |
| Darren Hotchkin | 140 William Street |
| Duncan Smith | Melbourne VIC 3000 |
| David Cleland | |
| Gerard (Ged) Keeghan | Andrew Gray & Associates |
| Old Post Offce | |
| Company Secretary | 102 High St |
| Bill Cruickshank | Berwick VIC 3806 |
| Registered Offce | Bankers |
| Lot 8 Weerong Rd | Commonwealth Bank of Australia |
| Drouin VIC 3818 | Warragul Vic 2820 |
| Telephone: 03 5625 6600 | |
| Facsimile: 03 5625 4986 | Auditors |
| WHK Audit (Vic) | |
| Share Register | 445 Raymond Street |
| Boardroom Limited | Sale VIC 3850 |
| 28 Margaret Street | |
| Sydney NSW 2000 | Accountants |
| PO Box R67 | Smith McCarthy Wilson |
| Royal Exchange NSW 1223 | 40 Queen Street |
| Telephone: 02 9290 9600 | Warragul VIC 3820 |
| Facsimile: 02 9279 0664 | ASX Code |
| SRH | |
53
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Zone Portable Traffic Lights - Tandem Trailer ‘Turchi’ Guardrail Post Driver
Seperation Kerb with SnapLoc Guide Post and flexible sign at railway crossing
----- End of picture text -----
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GUIDE POSTS & FLEXIBLE SIGNAGE
-
Snaploc Guide Post
-
Econo Guide Post
-
Supa-Drive Guide Post
-
Dig-In Guide Post
-
Flexible Signage & Assemblies
CRASH CUSHIONS & BARRIERS
-
Rubber Crash Cushions
-
QuadGuard
-
Quest
-
Guardrail & End Terminals
-
Gibraltar Wire Rope Systems
-
OmniStop
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WORKZONE
-
Ironman Barrier
-
Triton Barrier
-
T-Lok Barrier
-
Blockout Pedestrian Barrier
-
Safestop TMA
-
Bollards & Cones
TRAFFIC CALMING SOLUTIONS
-
Rubber Roundabouts
-
Rubber Speed Cushions
-
Rubber Lane Maker
-
Rubber Kerbing
-
Speed Humps
-
Wheel Stops
TRAFFIC CONTROL PRODUCTS
-
Portable Traffic Lights
-
Directional Arrow Boards
-
Variable Message Signs
-
Speed Display Signs
-
NiteStar
-
Hazard Warning Systems
PUBLIC LIGHTING
-
Decorative Columns
-
Standard Columns
-
Flag Poles
-
Street Name Poles
-
Decorative Bollards
-
Luminaries
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PUBLIC LIGHTING
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GUIDE POSTS
& FLEXIBLE SIGNAGE
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----- Start of picture text -----
WORKZONE
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CRASH CUSHIONS
& BARRIERS
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TRAFFIC
CALMING SOLUTIONS
TRAFFIC
CONTROL PRODUCTS
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