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SELECT HARVESTS LIMITED — Annual Report 2007
Aug 26, 2007
65792_rns_2007-08-26_9f8964bc-7136-4760-a79e-1584a5263519.pdf
Annual Report
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RESULTS
Select Harvests Limited today announced a net profit after tax of $28.1 million for the year ended 30 June 2007 an increase of 6% on net profit from continuing operations for the previous year. The company's balance sheet, cash flow and future prospects remain strong enabling the company to pursue further growth as well as increasing the dividend. The Directors declared a fully franked final dividend of 35 cents per share, bringing the total dividend for the year to 57 cents fully franked (total ordinary dividend 53 cents per share in 2006).
| (A$'000) | Year ended30/06/07 | Year ended30/06/06 | % Increase | |
|---|---|---|---|---|
| Sales revenue | 229,498 | 217,866 | +5.3% | |
| EBIT | ||||
| - Owned Orchards | 11,567 | 14,147 | -18.2% | |
| - Managed Orchards | 25,260 | 17,928 | +40.9% | |
| - Almond Division | 36,827 | 32,075 | +14.8% | |
| - Food Products Division | 7,422 | 9,212 | -19.4% | |
| - Corporate | -3,700 | -2,918 | ||
| Operating EBIT | 40,549 | 38,369 | +5.7% | |
| Interest expense | -535 | -466 | ||
| Profit from Pesticides Division | 0 | 4,356 | ||
| Net profit before tax | 40,014 | 42,259 | ||
| Tax expense | -11,916 | -11,458 | ||
| Net profit after tax | 28,098 | 30,801 | ||
| Net profit after tax fromcontinuing operations | 28,098 | 26,492 | +6.1% | |
| Ordinary Dividend | 57.0 | 53.0 | +7.5% |
THE YEAR IN REVIEW
We are currently completing the development of a further 11,800 acres of new almond projects (2005: 8,300 acres) including 1,000 acres to be leased by the company. This is our largest annual planting to date increasing the total area of almond orchards either owned or under our management by 44% to 38,600 acres, further increasing the base for management services revenue.
The 2007 crop enjoyed favourable growing conditions and together with the increased maturity of young orchards doubled last year's tonnage reaching 12,000 mt. The increased tonnage from investor orchards has increased processing and marketing fees for the period. World almond prices have eased from the highs of last year on the back of the expected large 2007 USA crop and together with the high Australian dollar has reduced the returns from our owned orchards.
The food division continues to experience difficult trading conditions in the retail sector applying pressure to both revenue and margin. We continue to protect our key brands requiring increased investment in trade spend and marketing activity.
ACTIVITES
The changes to MIS arrangements announced in February 2007, if not reversed, will curtail MIS activity in almond projects past the 2008 transition year, and new developments will require alternative investors and project structures. Almonds remain in our view a good longterm investment due to the strong fundamentals of the international almond market and Australia's competitiveness. We intend to continue developing orchards in the future and are assessing a number of alternatives to facilitate this:
- Support existing customers to develop new almond orchards. Timbercorp Limited will run a test case against the ATO's altered position on MIS projects, and they plan to develop 4,200 acres of new orchards in 2008 under the transition arrangements. At the same time they are assessing alternative project structures for 2009 onwards.
- Develop alternative structures and channels for new almond projects.
- Diversify to alternative locations/water sources. We are progressing our project to develop almond orchards in Western Australia and have recently lodged a water license application for stage 1 (approximately 3,000 acres). If our application is successful we expect to commence planting in 2009.
- Diversify into other nut crops.
The company is targeting new orchard developments of 5,000 acres annually.
The 2007 crop has pushed our existing processing facilities to capacity and we are currently constructing a new state of the art facility to accommodate increased tonnages next year and beyond, taking total capacity to 40,000 mt.
During the year we have undertaken a review of the food business. As a result we have realigned its core activities with the initial strategy of providing the channels to sell and the opportunity to add value to our increasing almond crop. We have enhanced the management team and are in the process of consolidating the management and operations to deliver lowest cost. We are concentrating our investment in our key brands and our key product almonds.
IMPACT OF DROUGHT
Despite increased rainfall and inflows, storage levels for the River Murray system remain low and in the absence of above average rainfall for the remainder of the year water restrictions appear likely. For our owned orchards we started the season with approximately 120% of annual requirements, and could operate normally at 80% water allocations. Allocations below this level will require the purchase of temporary water, which we would undertake if available and economically viable to maximise crop and future productive capacity. At the same time we have developed contingency plans for tree and crop management at reduced water usage. We are assisting our orchard investors in developing appropriate strategies for water supply to their orchards. Lower water allocations will increase costs and reduce yields.
At the same time the future uncertainty of short term supply may delay investment decisions to develop new orchards.
FUTURE PROSPECTS
The company while facing some uncertainty in the short term has a sound business model which will continue to deliver growth opportunities in the future. Key growth areas are:
- Increased fees from existing managed orchards as trees mature and crops increase
- Increased tonnages from company owned and leased orchards as recent new plantings come into production over the next seven years
- Increased added value sales as our total almond tonnage grows
- Development of new orchards
27th August 2007
For further details contact: Managing Director, John Bird 03 9474 3544
Appendix 4E Preliminary final report
Name of entity
Select Harvests Limited
ABN or equivalent company reference: 87 000 721 380
1. Reporting period
| Report for the financial yearended | 30 June 2007 |
|---|---|
| Previous corresponding periodis the financial year ended | 30 June 2006 |
2. Results for announcement to the market (All amounts in this report are expressed in A$'000 unless otherwise stated)
| Revenues from ordinary activities (item 2.1) | Up | 5% | to | $229,498 |
|---|---|---|---|---|
| Profit (loss) from continuing ordinary activities after taxattributable to members (item 2.2) | Up | 6% | to | $28,098 |
| Net profit (loss) for the period attributable to members(item 2.3) | Down | 9% | to | $28,098 |
| A profit of $4,309 was realised on the sale ofdiscontinued business in the year ended 30June 2006. | ||||
| Dividends (item 2.4) | Amount per security | Franked amount persecurity | ||
| Final dividend | 0.35 ¢ | 0.35 ¢ | ||
| Previous corresponding period | 0.33 ¢ | 0.33 ¢ | ||
| Record date for determining entitlements to the dividend(item 2.5) | Friday, 7 September 2007 |
Brief explanation of any of the figures reported above necessary to enable the figures to be understood (item 2.6):
Please refer to the attached announcement to the ASX.
- 3. Statement of Financial Performance (item 3) Refer to the attached financial report
- 4. Statement of Financial Position (item 4) Refer to the attached financial report
- 5. Statement of Cash Flows (item 5) Refer to the attached financial report
- 6. Dividends (item 6)
| Date of payment | Total amount of dividend | |
|---|---|---|
| Final dividend – year ended 30 June2007 | 1 October 2007 | $ 0.35 |
Amount per security
| Amount persecurity | Frankedamount persecurity at30 % tax | Amount persecurity offoreignsourceddividend | |
|---|---|---|---|
| Total dividend:Current year | 57.0 ¢ | 57.0 ¢ | 0 ¢ |
| Previous year* | 63.0 ¢ | 63.0 ¢ | 0 ¢ |
* Total dividend for the previous year includes special dividend of 10 cents per share paid on 3 April 2006 arising out of the sale of a discontinued business.
Total dividend on all securities
| Current period $A'000 | PreviouscorrespondingPeriod - $A'000 | |
|---|---|---|
| Ordinary securities (each class separately) | 21,945 | 22,080 |
| Preference securities (each class separately) | - | - |
| Other equity instruments (each class separately) | - | - |
| Total | 21,945 | 22,080 |
7. Details of dividend or distribution reinvestment plans in operation are described below (item 7):
Dividends payable may be reinvested in ordinary shares under the company's Dividend Reinvestment Plan
The last date(s) for receipt of election notices for participation in the dividend or distribution reinvestment plan Friday, 7 September 2007
8. Statement of retained earnings (item 8) Refer to the attached financial report.
9. Net tangible assets per security (item 9)
| Current period | Previous correspondingperiod | |
|---|---|---|
| Net tangible asset backing per ordinarysecurity | $1.72 | $ 1.83 |
10. Details of entities over which control has been gained or lost during the period: (item 10)
Control gained over entities
| Name of entities (item 10.1) | - | |
|---|---|---|
| Date(s) of gain of control (item10.2) | - | |
| Contribution to consolidated profit (loss) from ordinaryactivities after tax by the controlled entities since the date(s)in the current period on which control was acquired (item10.3) | $ - | |
| Profit (loss) from ordinary activities after tax of thecontrolled entities for the whole of the previouscorresponding period (item 10.3) | $ - | |
Loss of control of entities
| Name of entities (item 10.1) | ||
|---|---|---|
| Date(s) of loss of control (item10.2) | ||
| Contribution to consolidated profit (loss) from ordinaryactivities after tax by the controlled entities to the date(s) inthe current period when control was lost (item 10.3). | ||
| Profit (loss) from ordinary activities after tax of thecontrolled entities for the whole of the previouscorresponding period (item 10.3) |
11. Significant information relating to the entity's financial performance and financial position. (item 12)
Please refer to the attached announcement.
12. The financial information provided in the Appendix 4E is based on the annual financial report (attached), which has been prepared in accordance with Australian accounting standards (item 13).
13. Commentary on the results for the period. (item 14)
Please refer to the attached announcement and financial report.
14. Audit of the financial report
The financial report has been audited and the audit opinion is attached.
15. Audit opinion
The audit opinion is unqualified.
16. Annual General Meeting
The Annual General Meeting will at the Arthur Streeton Auditorium, Sofitel Melbourne, First Floor, 25 Collins Street, Melbourne on Friday 26 October 2007 at 2.00pm.
17. Periodic Disclosure Requirements Compliance Statement
- 1 The financial report and information provided in Appendix 4E uses the same accounting policies as those applied at 30 June 2006.
- 2 The Appendix 4E information gives a true and fair view of the matters disclosed in the annual financial report.
-
- The economic entity has a formally constituted Audit & Risk Committee.
Sign here: Robert Palmaricciotti Date: 27 August 2007 (Company Secretary)
Print name: Robert Palmaricciotti
Select Harvests Limited
ABN 87 000 721 380
Annual Financial Report
for the year ended 30 June 2007
Corporate Information
ABN 87 000 721 380
Directors
M A Fremder (Chairman) J Bird (Managing Director) C G Clark (Non-Executive Director) G F Dan O'Brien (Non-Executive Director) J C Leonard (Non-Executive Director) R M Herron (Non-Executive Director)
Company Secretary
R Palmaricciotti
Registered Office - Select Harvests Limited 360 Settlement Road THOMASTOWN VIC 3074
Postal address PO Box 5 THOMASTOWN VIC 3074
Telephone (03) 9474 3544 Facsimile (03) 9474 3588
Email [email protected]
Solicitors Gadens Lawyers
Bankers Australia and New Zealand Banking Group Limited
Auditor PricewaterhouseCoopers
Share Register
Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067 Telephone (03) 9415 5040 Facsimile (03) 9473 2562
Internet Address www.selectharvests.com.au
Contents
Directors' Report Auditor's Independence Declaration Corporate Governance Statement Income Statements Balance Sheets Statements of Changes in Equity Cash Flow Statements Notes to the Financial Statements Directors' Declaration Independent Audit Report to the Members ASX Additional Information
Directors' Report
The directors present their report together with the financial report of Select Harvests Limited and controlled entities (referred to hereafter as the "consolidated entity") for the year ended 30 June 2007 and the independent auditor's report thereon.
DIRECTORS
The qualifications, experience and special responsibilities of each person who has been a director of Select Harvests Limited at any time during or since the end of the financial year is provided below, together with details of the company secretary as at the year end. Directors were in office for this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
M A Fremder (Chairman)
Joined the board in March 1996. Formerly a director of IAMA Limited, and founder of Nufarm, one of Australia's largest chemical manufacturers for the rural industry. Mr Fremder also was Non-Executive Director of Tassal Limited between 3 October 2003 and 18 March 2005. Member of the Remuneration Committee and the Nomination Committee.
Interest in Shares and Options: 5,777,234 fully paid shares.
J Bird (Managing Director)
Became the CEO of Select Harvests Limited in January 1998. Has had many years experience in the food industry and international trade. Formerly Managing Director of Jorgenson Waring Foods. Appointed Managing Director and joined the Board in September 2001. Member of the Nomination Committee.
Interest in Shares and Options: 518,122 fully paid shares, 67,600 options expiring 20 October 2007 exercisable at $7.78 each and 23,067 options expiring 31 October 2008 exercisable at $11.05 each.
C G (Sandy) Clark, B.Comm, Dip.Ag.Econ, FAICD (Non-Executive Director)
Joined the board in January 1998. Is currently Chairman, Aviva Australia Holdings Limited; Chairman, The Myer Family Office Limited; Director, Southern Cross Broadcasting Australia Ltd; Director, The Myer Foundation; Trustee, The William Buckland Foundation; Chairman of Council, Melbourne Grammar School; and a director of a number of private companies. Appointed Chairman of Brown Brothers Holdings from 14 June 2007. Former Deputy Chairman of Legal Practice Board of Victoria and former Director of CGNU Australia Holdings Limited. Member of the Audit and Risk Committee and the Nomination Committee, and Chairman of the Remuneration Committee.
Interest in Shares and Options: 23,892 fully paid shares.
G F Dan O'Brien, B Sc, B VMS, MBA (Non-Executive Director)
Joined the Board on 29 March 2004. Dan is the principal of Dromoland Capital, a private equity group, non-executive director of Thomas & Coffey Limited, and Coates Hire Limited, and is also an executive director of Hexima Limited. Mr O'Brien has significant commercial experience having held CEO positions for BIL Australia Limited, Mattel Asia Pacific, and The King Island Company. He holds an MBA, having graduated with distinction from Harvard Business School and is a qualified veterinary surgeon. Member of the Audit and Risk Committee, Remuneration Committee, and Nomination Committee. Mr O'Brien was a director of SPC Ardmona Limited between 9 January 2002 and 4 March 2005.
Interest in Shares and Options: 51,090 fully paid shares.
J C Leonard, B.Mktng & Bus. Admin, MBA (Non-Executive Director)
Joined the Board on 21 July 2004. Has held senior management positions with the Mars group of companies in Australia including General Manager of Mars Confectionery, Managing Director of Uncle Bens, and Managing Director of Mars Australia and New Zealand. In addition, he has served as President, Asia Pacific of all Mars businesses, and a Director of the Managing Board of Mars Incorporated global business. Member of the Audit and Risk Committee, and Nomination Committee.
Interest in Shares and Options: 484,797 fully paid shares.
R M Herron, FCA & FAICD (Non-Executive Director)
Joined the Board on 27 January 2005. A Chartered Accountant, Mr Herron retired as a Senior Partner of PricewaterhouseCoopers in December 2002. He was a member of the Coopers & Lybrand (now PricewaterhouseCoopers) Board of Partners where he was National Deputy Chairman and was the Melbourne office Managing Partner for six years. He also served on several international committees within Coopers & Lybrand. He is a Non-Executive Director of GUD Holdings Ltd, Heemskirk Consolidated Ltd, Royal Automobile Club Of Victoria (RACV) Ltd and a major industry superannuation fund. Chairman of the Audit and Risk Committee, and member of the Nomination Committee.
Interest in Shares and Options: 5,000 fully paid shares.
R Palmaricciotti, B Comm, ACA, MBA (Company Secretary)
Appointed to the position of Company Secretary and Chief Financial Officer in December 2006. He has many years experience in financial, project and general management roles gained within Australian and international organisations. Most recently he was General Manager Finance at PMP Print, and prior to that he was at Graincorp Ltd in various finance and project management roles. He is qualified as a Chartered Accountant and MBA.
Interest in shares and options: 0 fully paid shares.
CORPORATE INFORMATION
Nature of operations and principal activities
The principal activities during the year of entities within the consolidated entity were:
- Processing, packaging, marketing and distribution of edible nuts, dried fruits, seeds, and a range of natural health foods, and
- The growing, processing and sale of almonds to the food industry from company owned almond orchards, the provision of management services to external owners of almond orchards, including orchard development, tree supply, farm management, land rental and irrigation infrastructure, and the marketing and selling of almonds on behalf of external investors.
There were no other significant changes in the nature of the activities of the consolidated entity in the financial year. In the previous financial year, effective 1 October 2005, Select Harvests Limited sold all of its shares in Riverina Pelletising Services Pty Ltd and ceased its involvement in the production of pelletised snail, slug and rodent baits for third party brand owners. There were no other significant changes in the nature of the activities of the consolidated entity in the previous financial year.
Employees
The consolidated entity employed 340 full time employees as at 30 June 2007 (2006: 297 employees).
REVIEW AND RESULTS OF OPERATIONS
Refer to the announcement lodged with the ASX and the report before the Appendix 4E.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
No significant changes in the state of affairs of the consolidated entity occurred during the financial year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 27 August 2007, the Directors declared a fully franked final dividend of 35 cents per ordinary share to be paid on Monday 1 October 2007 to shareholders registered at 5.00 pm on Friday 7 September 2007. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.
On 1 July 2007 a lease agreement was entered into for the lease of a 1,002 acre almond orchard from Sandhurst Trustees Limited in which the consolidated entity has the right to harvest the almonds from the trees owned by the lessor for the term of the agreement. This lease has been disclosed as a lease commitment in note 29.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Refer to the announcement lodged with the ASX and the report before the Appendix 4E.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The consolidated entity's operations are subject to environmental regulations under laws of the Commonwealth or of a State or Territory. Details of the consolidated entity's performance in relation to such environmental regulations follows:
The consolidated entity holds licences issued by the Environmental Protection Authority which specify limits for discharges to the environment which are the result of the consolidated entity's operations. These licences regulate the management of discharge to the air and stormwater run-off associated with the operations.
There have been no significant known breaches of the consolidated entity's licence conditions.
During the year the company the company was charged with offences under the Wildlife Act 1975 in relation to taking protected wildlife. The company was fined $16,000 for the offence. The company regretted that this incident occurred. The company takes its environmental responsibilities seriously, has a good record in environmental management to date, and adheres to environmental plans that preserve the habitat of native species. Almond developments have had a positive environmental impact. The change in land use and the increase in food source have seen a rejuvenation of remnant native vegetation and an increase in the wildlife population, in particular bird species. The company has committed funding to the monitoring of Regent parrot populations around our orchards and the effectiveness of protecting native vegetation corridors in preserving wildlife.
REMUNERATION REPORT
A. Principles used to determine the nature and amount of remuneration (audited)
Remuneration levels are set to attract and retain appropriately qualified and experienced directors and senior executives. The Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace. Remuneration packages include a mix of fixed remuneration, performance based remuneration, and equity based remuneration. Non-executive directors receive fees and do not receive options or bonus payments. Further details regarding components of directors' and executive remuneration are provided in the notes to the financial statements.
(i) Short-term incentives
Executive directors and senior executives may receive short term incentives based on achievement of specific business plans and performance indicators, which include financial and operational targets relevant to performance at the consolidated entity level, divisional level, or functional level, as applicable, for the financial year. The Remuneration Committee is responsible for assessing whether the KPIs are met based on detailed reports on performance prepared by management.
(ii) Long-term incentives
In addition, the consolidated entity offers executive directors and senior executives participation in the long-term incentive scheme involving the issue of options to the employee under the executive share option scheme. The executive share option scheme provides for the offer of a parcel of options to participating employees on an annual basis, with a three-year expiry period, exercisable at the market price set at the time the offer was made. The options are granted annually in three tranches upon achievement of a 10% increase in EPS. The Remuneration Committee is responsible for assessing whether the targets are met based on reports prepared by management.
B. Details of remuneration (audited)
Details of the remuneration of the directors and the key management personnel as defined in AASB 124 Related Party Disclosures of Select Harvests Limited and the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity includes the directors as listed above and the following executive officers, which also includes the 5 highest paid executives of the consolidated entity:
| Name | Position | Employer |
|---|---|---|
| K Bush | Group Manager Sales & Marketing (from 25September 2006) | Select Harvests Food Products Pty Ltd* |
| K Martin | Group Operations Manager (from 16 January 2007) | Select Harvests Limited |
| T Millen | Group Horticultural & Farm Operations Manager | Kyndalyn Park Pty Ltd |
| RPalmaricciotti | Chief Financial Officer & Company Secretary(appointed to the role 22 December 2006) | Select Harvests Limited |
| L Van Driel | Group Trading Manager | Select Harvests Food Products Pty Ltd* |
| M Mattia | Chief Financial Officer & Company Secretary(resigned from the role 21 December 2006) | Select Harvests Limited |
| R Tanti | National Sales Manager (to 21 July 2006) | Select Harvests Food Products Pty Ltd* |
| W Turner | General Manager Almond Division (to 13 July 2006) | Kyndalyn Park Pty Ltd |
*Select Harvests Food Products Pty Ltd - formerly Select Harvests Marketing Pty Ltd
The nature and amount of each major element of the remuneration of each director of the Company and each of the key management personnel of the company and the consolidated entity for the financial year is detailed below.
Remuneration of Directors of Select Harvests Limited
| Annual remuneration | Long Term Remuneration | |||||||
|---|---|---|---|---|---|---|---|---|
| Options Granted | ||||||||
| 2007 | Base Fee$ | ShortTermIncentives$ | NonCashBenefits$ | SuperContributions$ | LongServiceLeaveAccrued | Number | Value$ | Total$ |
| Non Executive | ||||||||
| M A Fremder | 103,000 | - | - | 6,000 | - | - | - | 109,000 |
| C G Clark | 50,000 | - | - | 4,500 | - | - | - | 54,500 |
| G F Dan O'Brien | 50,000 | - | - | 4,500 | - | - | - | 54,500 |
| J C Leonard | 50,000 | - | - | 4,500 | - | - | - | 54,500 |
| R M Herron | 50,000 | - | - | 4,500 | - | - | - | 54,500 |
| Executive | ||||||||
| J Bird | 474,319 | 267,462 | 36,737 | 42,792 | 18,000 | 86,067 | 101,999 | 941,309 |
| Annual remuneration | Long Term Remuneration | |||||||
| Options Granted | ||||||||
| 2006 | Base Fee$ | ShortTermIncentives$ | NonCashBenefits$ | SuperContributions$ | LongServiceLeaveAccrued | Number | Value$ | Total$ |
| Non Executive | ||||||||
| M A Fremder | 84,000 | - | - | 7,560 | - | - | - | 91,560 |
|---|---|---|---|---|---|---|---|---|
| C G Clark | 42,000 | - | - | 3,780 | - | - | - | 45,780 |
| G F Dan O'Brien | 42,000 | - | - | 3,780 | - | - | - | 45,780 |
| J C Leonard | 42,000 | - | - | 3,780 | - | - | - | 45,780 |
| R M Herron | 42,000 | - | - | 3,780 | - | - | - | 45,780 |
| Executive | ||||||||
| J Bird | 422,614 | 177,512 | 34,484 | 37,049 | 16,000 | 114,800 | 87,499 | 775,158 |
| Annual Remuneration | Long Term Remuneration | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Options Granted | |||||||||
| 2007 | Base Fee$ | ShortTermIncentives$ | NonCashBenefits$ | SuperContributions$ | LongServiceLeaveAccrued | Number | Value$ | Total$ | |
| K Bush (Commenced25/09/06) | 173,538 | - | - | 27,000 | - | - | - | 200,538 | |
| K Martin (Commenced16/01/07) | 104,893 | - | - | 9,440 | - | - | - | 114,333 | |
| L Van Driel | 148,095 | 50,000 | 20,689 | 13,154 | 5,000 | 12,667 | 15,945 | 247,883 | |
| T Millen | 130,117 | 20,000 | 44,712 | 11,896 | 5,000 | 7,333 | 9,837 | 216,562 | |
| R Palmaricciotti | 107,986 | - | 2,806 | 9,719 | - | - | - | 120,511 | |
| (Commenced 14/12/06) | |||||||||
| M Mattia | 134,908 | 55,337 | 18,830 | 8,563 | - | 26,200 | 30,810 | 248,448 | |
| (Resigned 31/12/06) |
Remuneration of the key management personnel of the Company and the Consolidated Entity
| Annual Remuneration | Long Term Remuneration | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2006 | Base Fee$ | ShortTermIncentives$ | NonCashBenefits$ | SuperContributions$ | LongServiceLeaveAccrued | Number | Value$ | Total$ | |
| M Mattia | 176,664 | 71,661 | 38,238 | 15,857 | - | 19,500 | 19,286 | 321,706 | |
| M Ciobo | 210,000 | - | 30,251 | 39,670 | 3,000 | - | - | 282,921 | |
| RTanti(Commenced29/9/04) | 187,388 | 21,500 | 23,816 | 11,002 | - | 7,400 | 7,252 | 250,958 | |
| L Van Driel | 128,624 | 25,000 | 20,923 | 11,920 | 5,000 | 15,300 | 11,466 | 202,933 | |
| W Turner | 116,307 | 30,246 | 18,519 | 17,512 | - | 14,400 | 14,252 | 196,836 | |
| T Millen | 105,256 | 15,026 | 24,187 | 10,243 | 4,000 | 7,500 | 5,558 | 164,270 |
Notes
The terms 'director' and 'officer' have been treated as mutually exclusive for the purposes of this disclosure.
The elements of remuneration have been determined on the basis of the cost to the company and the consolidated entity.
Options granted as part of remuneration have been valued using the Black-Scholes option pricing model, which takes account of factors such as the option exercise price, the current level and volatility of the underlying share price and the time to maturity of the option.
Key management personnel are those directly accountable and responsible for the operational management and strategic direction of the Company and the consolidated entity.
C. Service arrangements (audited)
Service arrangements between the consolidated entity and executive directors and key management personnel are on a continuing basis and include, in certain cases, relevant notice periods. There are no specific termination benefits applicable to the service arrangements.
J Bird, Managing Director
- Term of Agreement on-going agreement
- Base salary, inclusive of superannuation for the year ended 30 June 2007 of $555,000.
K Bush, Group Manager Sales and Marketing
- Term of Agreement on-going agreement
- Base salary, inclusive of superannuation for the year ended 30 June 2007 of $261,600.
K Martin, Group Operations Manager
- Term of Agreement on-going agreement
- Base salary, inclusive of superannuation for the year ended 30 June 2007 of $245,000.
T Millen, Group Horticultural and Farm Operations Manager
- Term of Agreement on-going agreement
- Base salary, inclusive of superannuation for the year ended 30 June 2007 of $185,591.
R Palmaricciotti, Chief Financial Officer & Company Secretary
- Term of Agreement Contract role until September 2007
- Base salary, inclusive of superannuation for the year ended 30 June 2007 of $220,000.
L Van Driel, Group Trading Manager
- Term of Agreement on-going agreement
- Base salary, inclusive of superannuation for the year ended 30 June 2007 of $180,000.
D. Share-based compensation (audited)
(i) Executive Share Option Scheme
The current executive share option scheme provides for the offer of a parcel of options to participating employees on an annual basis, with a three-year expiry period, exercisable at the market price at the time the offer was made.
Individual parcels of options offered to participating employees are based on a percentage of fixed remuneration. The options are granted annually in three tranches on achievement of a 10%.increase in EPS. Options granted as remuneration are subject to continuing service with the consolidated entity. Options granted as remuneration are valued at grant date in accordance with AASB 2 Share-based Payments. No options previously granted as remuneration have lapsed during the year.
The assessed fair value at offer date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at offer date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
The model inputs for options offered during the year ended 30 June 2007 included:
- a) options are granted for no consideration, have a three year life, and one third of the options offered vest in each year and are exercisable from the date of vesting to the expiry date
- b) exercise price: $13.13 (2006- $11.05)
- c) offer date: 22 September 2006 (2006 22 September 2005)
- d) expiry date: 31 October 2009 (2006 31 October 2008)
- e) Volume weighted average share price at offer date: $13.09 (2006 $11.03)
- f) expected price volatility of the company's shares: 49.44% (2006 27.10%)
- g) expected dividend yield: 4.05% (2006 3.81%)
- h) risk free interest rate: 5.89% (2006 5.10%)
The following table is a summary of the Executive Share Option Schemes currently in place.
| Participating | Option | Exercise | No. of | Expiry | Granted | Granted | Forfeited | Balance | |
|---|---|---|---|---|---|---|---|---|---|
| Employees | Valuation | Price | Options | Date | August | August | During | ||
| Offered | 05 | 06 | Year | ||||||
| 2004 Offer | 7 | $0.98 | $7.78 | 234,300 | 20 October 2007 | 86,100 | 67,400 | 38,900 | 41,900 |
| 2005 Offer | 7 | $1.72 | $11.05 | 153,300 | 31 October 2008 | - | 51,101 | 34,736 | 67,465 |
| 2006 Offer | 5 | $3.57 | $13.13 | 68,095 | 31 October 2009 | - | - | 10,297 | 57,798 |
| Total | 455,695 | 86,100 | 118,501 | 83,933 | 167,163 |
(ii) Options Granted
During or since the end of the financial year, the Company granted options over unissued ordinary shares to the executive director and the following key management personnel of the Company as part of their remuneration.
| Number of Options Granted2007 | Number of Options Granted2006 | |
|---|---|---|
| Director | ||
| J Bird | 86,067 | 114,800 |
| Key management personnel | ||
| M Mattia | 26,200 | 19,500 |
| W Turner | 18,600 | 14,400 |
| L Van Driel | 12,667 | 15,300 |
| T Millen | 7,333 | 7,500 |
| R Tanti | 13,867 | 7,400 |
(iii) Shares Issued on Exercise of Options
Details of ordinary shares in the company provided as a result of the exercise of remuneration options to each director of the consolidated entity and other key management personnel are set out below.
| Number of shares issuedon exercise of options 2007 | Number of shares issuedon exercise of options 2006 | |
|---|---|---|
| Director | ||
| J Bird | 87,600 | 155,400 |
| Key management personnel | ||
| M Mattia | 26,200 | 28,300 |
| W Turner | 18,600 | 21,400 |
| L Van Driel | 3,900 | 22,400 |
| T Millen | 5,400 | 11,100 |
| R Tanti | 21,267 | - |
The amounts paid per ordinary share by each director and other key management personnel on the exercise of options at the date of exercise were as follows.
| Number of Shares | Amount paid on each share |
|---|---|
| 114,600 | $5.60 |
| 32,900 | $7.78 |
| 17,367 | $11.05 |
There were no amounts unpaid on the shares issued.
E. Additional Information (unaudited)
(i) Principles used to determine the nature and amount of remuneration: relationship between remuneration and company performance
The overall level of executive reward takes into account the performance of the consolidated entity over a number of years, with greater emphasis given to the current year. Over the past 5 years, the consolidated entity's profit from ordinary activities after income tax has grown at an average rate of 28% per annum and shareholder return has grown at an average rate of 38%.
(ii) Details of remuneration: cash bonuses and options
For each cash bonus and grant of options included above, the percentage of the available bonus or grant that was paid, or that vested, in the financial year, and the percentage that was forfeited because the person did not meet the service and performance criteria is set out below. No part of the bonuses is payable in future years. No options will vest if the conditions are not satisfied hence the minimum value of the option yet to vest is nil. The maximum value of the options yet to vest has been calculated based on the option price.
| Name | Cash bonus | Options | ||||||
|---|---|---|---|---|---|---|---|---|
| Paid | Forfeited | Year | Vested | Forfeited | Financial years | Minimum | Maximum | |
| % | % | granted | % | % | in which options | total value of | total value of | |
| may vest | grant yet to | grant yet to | ||||||
| vest ($) | vest ($) | |||||||
| J Bird | 100 | 2004 | 66 | - | 2008 | - | 33,124 | |
| 2005 | 33 | - | 2008 | - | ||||
| 2009 | - | 79,350 | ||||||
| 2006 | - | - | 2007 | - | ||||
| 2008 | - | |||||||
| 2009 | - | 131,251 | ||||||
| L Van Driel | 100 | 2004 | 66 | - | 2008 | - | 4,018 | |
| 2005 | 33 | - | 2008 | - | ||||
| 2009 | - | 16,053 | ||||||
| 2006 | - | - | 2007 | - | ||||
| 2008 | - | |||||||
| 2009 | - | 27.000 | ||||||
| T Millen | 100 | 2004 | 66 | - | 2008 | - | 1,960 | |
| 2005 | 33 | - | 2008 | - | ||||
| 2009 | - | 12,155 | ||||||
| 2006 | - | - | 2007 | - | ||||
| 2008 | - | |||||||
| 2009 | - | 27,838 |
(iii) Share based compensation: options
| Name | Remunerationconsisting of options | Value granted | Value exercised | Value lapsed | Total value |
|---|---|---|---|---|---|
| A | B | C | D | ||
| Directors | |||||
| J Bird | 25% | $101,999 | $87,600 | - | $105,923 |
| Key Management | |||||
| Personnel | |||||
| T Millen | 15% | $9,837 | $5,400 | - | $9,997 |
| L Van Driel | 15% | $15,945 | $3,900 | - | $16,063 |
| W Turner | 15% | $21,476 | $21,476 | - | - |
| M Mattia | 15% | $30,810 | $33,810 | - | - |
| R Tanti | 15% | $18,375 | $25,627 | - | - |
A - The percentage of the value of remuneration consisting of options, based on the value at grant date set out in column B B – The value at grant date calculated in accordance with AASB2 Share-based payments of options granted during the year as part of remuneration.
C – The value at exercise date of options that were granted as part of remuneration and were exercised during the year.
D – The value at lapsed date of options that were granted as part of remuneration and that lapsed during the year.
(iv) Loans to directors and executives
Information on loans to directors and executives (if any), are set out in note 34.
(v) Share options granted to directors and the most highly remunerated officers
Options over unissued ordinary shares of Select Harvests Limited granted and not exercised during or since the end of the financial year to the five most highly remunerated officers of the company as part of their remuneration were as follows:
| Name | Options granted & notexercised | |||
|---|---|---|---|---|
| J Bird | 90,667 | |||
| T Millen | 7,533 | |||
| L Van Driel | 12,867 | |||
| M Mattia | - | |||
| M Ciobo | - |
The options were granted under the consolidated entity's executive share option scheme on 28 August 2006 and 24 August 2005. Details of options granted to the directors and the five most highly remunerated officers of the consolidated entity can be found above. No options have been granted since the end of the financial year.
(vi) Unissued Ordinary shares Under Option
At the date of this report unissued ordinary shares of the company under option are:
| Offer | Number of Shares | Exercise Price | Expiry Date | ||
|---|---|---|---|---|---|
| 2004 | 81,800 | $7.78 | 20 October 2007 | ||
| 2005 | 33,734 | $11.05 | 31 October 2008 | ||
All options expire on the earlier of their expiry date or termination of the employee's employment.
Current option holders do not have any right, by virtue of the option, to participate in any share issue of the company or any related body corporate.
DIVIDENDS – SELECT HARVESTS LIMITED
| DIVIDENDS | Cents | $ |
|---|---|---|
| Final dividends proposed and not recognised as aliability: | ||
| ƒon ordinary shares | 35.0 | 13,558,666 |
| Fully Franked Dividends paid in the year: | ||
| Interim for the year | ||
| ƒon ordinary shares | 22.0 | 8,801,538 |
| 22,360,204 | ||
| Final for 2006 shown as recommended in the 2006 report | ||
| ƒon ordinary shares | 33.0 | 13,103,560 |
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
During the year the Company has paid a premium in respect to an insurance contract to indemnify directors and officers against liabilities that may arise from their position as directors and officers of the Company and its controlled entities.
Officers indemnified include the Company Secretary, all directors, and executive officers participating in the management of the Company and its controlled entities.
Further disclosure required under section 300 (9) of the Corporations Act 2001 is prohibited under the terms of the contract.
DIRECTORS' MEETINGS
The number of meetings of directors (including meetings of committees of directors) held during the financial year and the number of meetings attended by each director were as follows:
| Meetings of Committees | ||||||||
|---|---|---|---|---|---|---|---|---|
| Directors' Meetings | Audit and Risk | Remuneration | Nomination | |||||
| NumberEligibletoAttend | NumberAttended | NumberEligibletoAttend | NumberAttended | NumberEligibletoAttend | NumberAttended | NumberEligible toAttend | NumberAttended | |
| M A Fremder | 11 | 11 | - | - | 1 | 1 | 1 | 1 |
| J Bird | 11 | 11 | - | - | - | - | 1 | 1 |
| C G Clark | 11 | 11 | 4 | 4 | 1 | 1 | 1 | 1 |
| G F Dan O'Brien | 11 | 10 | 4 | 3 | 1 | 1 | 1 | 1 |
| J C Leonard | 11 | 11 | 4 | 4 | - | - | 1 | 1 |
| R M Herron | 11 | 11 | 4 | 4 | - | - | 1 | 1 |
Committee membership
During or since the end of the financial year, the company had an Audit and Risk Committee, a Remuneration Committee, and a Nomination Committee comprising members of the Board of Directors. Members acting on the committees of the Board during or since the end of the financial year were:
| Audit and Risk | Remuneration | Nomination |
|---|---|---|
| R M Herron (Chairman) | C G Clark (Chairman) | M A Fremder (Chairman) |
| C G Clark | M A Fremder | J Bird |
| G F Dan O'Brien | G F Dan O'Brien | C G Clark |
| J C Leonard | G F Dan O'Brien | |
| J C Leonard | ||
| R M Herron |
DIRECTORS' INTERESTS IN CONTRACTS
Directors' interest in contracts are disclosed in note 34 to the financial statements
AUDITOR'S INDEPENDENCE DECLARATION
A copy of the auditor's independence declaration in relation to the audit for the financial year is set out on page 14.
NON-AUDIT SERVICES
Non-Audit services are approved by resolution of the Audit and Risk Committee and approval is provided in writing to the board of directors. Non-audit services provided by the auditors of the consolidated entity during the year are detailed in note 33. The directors are satisfied that the provision of the non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by Corporations Act 2001 as non-audit services are reviewed by the Audit & Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor.
ROUNDING
The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the company under ASIC Class Order 98/100. The Company is an entity to which the Class Order applies.
PROCEEDINGS ON BEHALF OF THE COMPANY
There are no material legal proceedings in place on behalf of the company as at the date of this report.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Select Harvests Limited support and have adhered to the ASX principles of corporate governance. The Company's corporate governance statement is contained in detail in the corporate governance section of this annual report.
Signed in accordance with a resolution of the directors.
M A Fremder Chairman
Melbourne, 27 August 2007
PricewaterhouseCoopers ABN 52 780 433 757
Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website:www.pwc.com/au Telephone 61 3 8603 1000 Facsimile 61 3 8603 1999
Auditor's Independence Declaration
As lead auditor for the audit of Select Harvests Limited for the year ended 30 June 2007, I declare that to the best of my knowledge and belief, there have been:
- a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
- b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Select Harvests Limited and the entities it controlled during the period.
Andrew Mill Melbourne Partner 27 August 2007 PricewaterhouseCoopers
Corporate Governance Statement
This statement outlines the key corporate governance practices of the consolidated entity which considers the ASX Corporate Governance Council recommendations.
Board of Directors and its Committees
Role of the Board
The Board of Directors of Select Harvests Limited is responsible for the overall corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of Select Harvests Limited on behalf of the shareholders by whom they are elected and to whom they are accountable. Details of the Board's charter are located on the company's website.
The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for ensuring that management's objectives and activities are aligned with the expectations and risks identified by the Board and ensuring arrangements are in place to adequately manage those risks.
To ensure that the Board is well equipped to carry out its responsibilities it has established guidelines for the nomination and selection of Directors and for the operation of the Board.
The Board has delegated responsibility for the operation and administration of the company to the Managing Director and the executive management team. The Board ensures that this team is appropriately qualified and experienced to carry out its responsibilities and has in place procedures to assess the performance of the Managing Director and the executive management team.
Board Processes
To assist in the execution of its responsibilities, the Board has established a Remuneration Committee, and an Audit and Risk Committee. The Board also performs, as part of its function, the role of Nomination Committee. These Committees have written charters, which are reviewed on a regular basis and are located on the company's website. The Board has also established a framework for the management of the consolidated entity.
The full Board holds twelve scheduled meetings each year, plus any additional meetings at such other times as may be necessary to address any specific matters that may arise.
The agenda for meetings is prepared and includes the Managing Director's report, financial reports, business segment reports, strategic matters, governance and compliance. Submissions are circulated in advance. Executives are involved in Board discussions where appropriate, and Directors have other opportunities, including visits to operations, for contact with a wider group of employees.
Director Education
The consolidated entity has a process to educate new Directors about the nature of the business, current issues, the corporate strategy, and the expectations of the consolidated entity concerning performance of Directors. Directors also have the opportunity to visit the facilities of the consolidated entity and to meet with management to gain a better understanding of business operations. Directors are able to access continuing education opportunities to update and enhance their skills and knowledge.
Independent Professional Advice and Access to Company Information
Each Director has the right of access to all relevant company information and to the Company's executives and, subject to prior consultation with the Chairman, may seek independent professional advice at the consolidated entity's expense.
Composition of the Board
The names of the Directors of the company in office at the date of this report are set out in the Directors' report.
The composition of the Board is determined in accordance with the following ASX principles:
- The Board should comprise at least four Directors;
- The Board should maintain a majority of independent non-executive Directors;
- The Chairperson must be a non-executive Director; and
- The Board should comprise Directors with an appropriate range of qualifications, skills and experience.
Corporate Governance Statement continued
The Board assesses the independence of each Director in light of interests known to the Board, as well as those disclosed by each Director. In accordance with the ASX Corporate Governance Council's recommendations, the Board wishes to outline the following:
- The Chairman of the Company, Mr M A Fremder, is a substantial shareholder, having a 14.9% shareholding at 30 June 2007.
- The Chairman of the Company, Mr M A Fremder, owns (directly or indirectly) almond orchards totalling 2,053 acres in respect to which the consolidated entity provides orchard management services under contract at market rates.
- A non-executive Director of the Company, Mr J C Leonard, owns (directly or indirectly) almond orchards totalling 1,753 acres in respect to which the consolidated entity provides orchard management services under contract at market rates
- A non-executive Director of the Company, Mr Dan O'Brien, acquired from Select Harvests, via an associated entity. $64,945 worth of Almond Hull suitable for livestock feed. This was purchased at market prices.
Nomination Committee
The Board of Directors, as one of its important functions, performs the role of Nomination Committee. The Board's role as Nomination Committee is to ensure that the composition of the Board of Directors is appropriate for the purpose of fulfilling its responsibilities to shareholders.
The duties and responsibilities of the Board in its role as Nomination Committee are as follows:
- To access and develop the necessary and desirable competencies of Board members;
- To develop and review Board succession plans;
- To evaluate the performance of the Board;
- To recommend to the Board, the appointment and removal of Directors; and
- Where a vacancy exists, to determine the selection criteria based on the skills deemed necessary and to identify potential candidates with advice from external consultants.
The Chairman of the Board evaluates the performance of each Board member annually in the last quarter of each financial year. The Chairman of the Audit Committee reviews the performance of the Chairman of the Board in the same period. The performance of each Board member is reviewed against the Board charter and any specific objectives agreed and set by the Board for the consolidated entity.
The Nomination Committee meets annually unless otherwise required. The Committee met once during the financial year and the Committee members' attendance record is disclosed in the table of Directors' meetings. The members of the Nomination Committee are disclosed in the Directors' Report.
Further details of the Nomination Committee's charter are available on the Company's website.
Remuneration
Remuneration Committee
The Remuneration Committee reviews and makes recommendations to the Board on remuneration packages and policies applicable to the Managing Director, senior executives and the Directors themselves. It evaluates the performance of the Managing Director and is also responsible for share option schemes, incentive performance packages, superannuation entitlements and fringe benefits policies. Remuneration levels are reviewed annually and the Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace.
The members of the Remuneration Committee are disclosed in the Directors' Report.
The Managing Director is invited to Remuneration Committee meetings as required to discuss senior executives' performance and remuneration packages.
The Remuneration Committee meets once a year or as required. The Committee met once during the financial year and the Committee members' attendance record is disclosed in the table of Directors' meetings.
Further details of the Remuneration Committee's charter are available on the company's website.
Corporate Governance Statement continued
Remuneration Policies
Remuneration levels are set to attract and retain appropriately qualified and experienced Directors and senior executives. The Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace. Remuneration packages include a mix of fixed remuneration, performance based remuneration, and equity based remuneration.
Executive Directors and senior executives may receive short term incentives based on achievement of specific business plans and performance indicators, which include financial and operational targets relevant to performance at the consolidated entity level, divisional level, or functional level, as applicable, for the financial year. In addition, the consolidated entity offers executive Directors and senior executives participation in the long-term incentive scheme involving the issue of options to the employee under the executive share option scheme. The executive share option scheme provides for the offer of a parcel of options to participating employees on an annual basis, with a three-year expiry period, exercisable at the market price set at the time the offer was made. The options are granted annually in three tranches on achievement of the performance hurdles.
Non-executive Directors do not receive any performance related remuneration.
Audit and Risk Committee
The Audit and Risk Committee has a documented charter, approved by the Board. All members of the Committee are non-executive Directors with a majority being independent, and the Chairman of the Audit and Risk Committee is not the Chairman of the Board of Directors.
The members of the Audit and Risk Committee during the financial year are disclosed in the Directors' Report.
The external auditors, the Managing Director and Chief Financial Officer are invited to Audit and Risk Committee meetings at the discretion of the Committee, and the external auditor also meets with the Audit Committee during the year without management being present. The Committee met four times during the year and the Committee members' attendance record is disclosed in the table of Directors' meetings.
The Managing Director and the Chief Financial Officer have provided a statement in writing to the Board that the consolidated entity's financial reports for the year ended 30 June 2007 present a true and fair view, in all material respects, of the consolidated entity's financial condition and operational results and are in accordance with the relevant accounting standards. This statement is required annually.
Further details of the Audit and Risk Committee's charter are available on the Company's website.
The duties and responsibilities of the Audit and Risk Committee include:
- Recommending to the Board the appointment of the external auditors;
- Recommending to the Board the fee payable to the external auditors;
- Reviewing the audit plan and performance of the external auditors;
- Determining that no management restrictions are being placed upon the external auditors;
- Evaluating the adequacy and effectiveness of the reporting and accounting controls of the company through active communication with operating management and the external auditors;
- Reviewing all financial reports to shareholders and/or the public prior to their release;
- Evaluating systems of internal control;
- Monitoring the standard of corporate conduct in areas such as arms-length dealings and likely conflicts of interest;
- Requiring reports from management and the external auditors on any significant regulatory, accounting or reporting development to assess potential financial reporting interest;
- Reviewing and approving all significant company accounting policy changes;
- Reviewing the company's taxation position;
- Reviewing the annual financial statements with the Chief Financial Officer and the external auditors, and recommending acceptance to the Board;
- Evaluating the adequacy and effectiveness of the company's risk management policies and procedures including insurance; and
- Directing any special projects or investigations deemed necessary by the Board or by the Committee.
Corporate Governance Statement continued
The Audit and Risk Committee is committed to ensuring that it carries out its functions in an effective manner. Accordingly, it reviews its charter at least once in each financial year.
Risk Management
The Board oversees the establishment, implementation, and review of a system of risk management within the consolidated entity. The consolidated entity's areas of focus in respect of risk management practices include, but are not limited to, environment, occupational health and safety, property, financial reporting and internal control.
The Board is responsible for the overall risk management and internal control framework, but recognises that no costeffective risk management and internal control system will preclude all errors and irregularities. The Board has the following procedures in place to monitor performance and to identify areas of concern:
- Strategic Planning The Board reviews and approves the strategic plan that encompasses the consolidated entity's strategy, designed to meet the stakeholders' needs and manage business risk. The strategic plan is dynamic and the Board is actively involved in developing and approving initiatives and strategies designed to ensure the continued growth and success of the consolidated entity;
- Financial reporting Monthly actual results are reported against budgets approved by the Directors and revised forecasts prepared during the year;
- Functional Reporting Key areas subject to regular or periodical reporting to the Board include, but are not limited to, operational, treasury (including foreign exchange), environmental, occupational health & safety, insurance, and legal matters;
- Continuous disclosure A process is in place to identify matters that may have a material effect on the price of the Company's securities and to notify them to the ASX; and
- Investment appraisal Guidelines for capital expenditure include annual budgets, appraisal and review procedures, due diligence requirements where businesses are being acquired or divested.
The Managing Director and Chief Financial Officer have provided a statement in writing to the Board that the declaration made in respect of the consolidated entity's financial reports is founded on a system of risk management and internal compliance and control which reflects the policies adopted to date by the Board, and that the consolidated entity's risk management and internal control and compliance system is operating effectively in all material respects based on the criteria for effective internal control established by the Board.
Ethical Standards
All Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the consolidated entity. The consolidated entity's code of conduct includes the following:
Conflict of Interest
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Should a situation arise where the Board believes that a material conflict exists, the Director concerned shall not receive the relevant Board papers and will not be present at the meeting when the item is considered. Details of Director related entity transactions with the Company and consolidated entity are set out in the notes to the financial statements.
Dealings in Company Shares
Directors and senior management are prohibited from dealing in Company shares except within a four week trading window that commences 48 hours after the release of the consolidated entity's results at year-end and half year on the basis that they are not in possession of any price sensitive information. Directors must advise the ASX of any transactions conducted by them in shares in the Company.
Communication with Shareholders
The Board of Directors aims to ensure that shareholders are informed of all major developments affecting the consolidated entity's state of affairs. Information is communicated to shareholders as follows:
Corporate Governance Statement continued
- The annual report is distributed to all shareholders (unless a shareholder has specifically requested not to receive the document), including relevant information about the operations of the consolidated entity during the year, changes in the state of affairs and details of future developments;
- The half-yearly report contains summarised financial information and a review of the operations of the consolidated entity during the period. The half-year audited financial report is lodged with the Australian Securities and Investments Commission and the ASX, and sent to any shareholder who requests it;
- The consolidated entity has nominated the Company Secretary to ensure compliance with the consolidated entity's continuous disclosure requirements, and overseeing and co-ordinating disclosure of information to the ASX;
- Information is posted on the consolidated entity's website immediately after ASX confirms an announcement has been made to ensure that the information is made available to the widest audience. The consolidated entity's website is www.selectharvests.com.au;
- The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the consolidated entity's strategy and goals. It is the policy of the consolidated entity and the policy of the auditor for the lead engagement partner to be present at the Annual General Meeting to answer any questions about the conduct of the audit and the preparation and content of the auditor's report; and
- Occasional letters from the Chairman and Managing Director may be utilised to provide shareholders with key matters of interest.
This financial report covers both Select Harvests Limited as an individual entity and the consolidated entity consisting of Select Harvests Limited and its subsidiaries. The financial report is presented in the Australian currency.
Select Harvests Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:
Select Harvests Limited
360 Settlement Road
Thomastown Vic 3074
A description of the nature of the consolidated entity's operations and its principal activities is included in the review of operations and activities and in the directors' report, both of which are not part of this financial report.
The financial report was authorised for issue by the directors on 27 August 2007. The company has the power to amend and reissue the financial report.
Through the use of the internet, we have ensured that our corporate reporting is timely, complete, and available globally at minimum cost to the company. All financial reports and other information are available on our website: www.selectharvests.com.au.
Income Statements
| For the year ended 30 June 2007 | Notes | Consolidated | Parent Entity | |||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |||
| $'000 | $'000 | $'000 | $'000 | |||
| Revenue | ||||||
| Sales of goods and services | 4 | 229,498 | 217,866 | - | - | |
| Other revenue | 4 | 265 | 162 | 27,801 | 29,694 | |
| Total revenue | 229,763 | 218,028 | 27,801 | 29,694 | ||
| Other income (expenses) | ||||||
| Almond stock fair value adjustment | 1,071 | 467 | - | - | ||
| Almond tree fair value adjustment | 92 | 85 | - | - | ||
| Total other income (expenses) | 1,163 | 552 | - | - | ||
| Expenses | ||||||
| Cost of sales | 5 | (175,790) | (165,546) | - | - | |
| Distribution expenses | (4,258) | (4,021) | - | - | ||
| Marketing expenses | (706) | (622) | - | - | ||
| Occupancy expenses | (2,048) | (2,052) | - | - | ||
| Administrative expenses | (2,850) | (3,094) | (2,742) | (2,665) | ||
| Finance costs | 5 | (800) | (628) | (2,043) | (903) | |
| Other expenses | (4,460) | (4,714) | (968) | (494) | ||
| PROFIT BEFORE INCOME TAX | 40,014 | 37,903 | 22,048 | 25,632 | ||
| INCOME TAX EXPENSE | 6 | (11,916) | (11,411) | 34 | (201) | |
| PROFIT FROM CONTINUING | ||||||
| OPERATIONS | 28,098 | 26,492 | 22,082 | 25,431 | ||
| Profit from discontinued operations | 7 | - | 4,309 | - | 4,033 | |
| PROFIT FOR THE YEAR | 28,098 | 30,801 | 22,082 | 29,464 | ||
| PROFIT ATTRIBUTABLE TO MEMBERS | ||||||
| OF SELECT HARVESTS LIMITED | 27(c) | 28,098 | 30,801 | 22,082 | 29,464 | |
| Earnings per share for profit from continuingoperations attributable to the ordinary equityholders of the company: | ||||||
| Basic earnings per share (cents per share) | 31 | 71.0 | 67.1 | |||
| Diluted earnings per share (cents per share) | 31 | 70.8 | 67.0 | |||
| Earnings per share for profit attributable to | ||||||
| the ordinary equity holders of the company: | ||||||
| Basic earnings per share (cents per share) | 31 | 71.0 | 78.1 | |||
| Diluted earnings per share (cents per share) | 31 | 70.8 | 77.9 |
The above income statements should be read in conjunction with the accompanying notes.
Balance Sheets
| As at 30 June 2007 | NotesConsolidated | Parent Entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $'000 | $'000 | $'000 | $'000 | ||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 9 | 6,924 | 22,557 | 6,529 | 21,775 |
| Trade and other receivables | 10 | 33,459 | 24,442 | 705 | 728 |
| Inventories | 11 | 30,169 | 24,682 | - | - |
| Derivative financial instruments | 12 | 431 | 774 | 431 | 774 |
| TOTAL CURRENT ASSETS | 70,983 | 72,455 | 7,665 | 23,277 | |
| NON-CURRENT ASSETS | |||||
| Receivables | 13 | - | - | 51,063 | 36,256 |
| Other financial assets | 14 | - | - | 9,607 | 9,607 |
| Property, plant and equipment | 15 | 53,580 | 44,382 | 276 | 464 |
| Deferred tax assets | 16 | 692 | 345 | 555 | 223 |
| Biological assets – Almond Trees | 17 | 5,998 | 5,799 | - | - |
| Intangible assets | 18 | 28,900 | 28,895 | - | - |
| TOTAL NON-CURRENT ASSETS | 89,170 | 79,421 | 61,501 | 46,550 | |
| TOTAL ASSETS | 160,153 | 151,876 | 69,166 | 69,827 | |
| CURRENT LIABILITIES | |||||
| Payables | 19 | 46,406 | 34,407 | 437 | 408 |
| Interest-bearing liabilities | 20 | 1,399 | 953 | 1,302 | 852 |
| Derivative financial instruments | 12 | 627 | 44 | 627 | 44 |
| Current tax liabilities | 2,766 | 2,294 | 2,766 | 2,294 | |
| Provisions | 21 | 2,482 | 2,207 | 306 | 199 |
| TOTAL CURRENT LIABILITIES | 53,680 | 39,905 | 5,438 | 3,797 | |
| NON-CURRENT LIABILITIES | |||||
| Payables | 22 | - | - | 16,904 | 7,964 |
| Interest-bearing liabilities | 23 | 237 | 350 | 58 | 75 |
| Deferred tax liabilities | 24 | 10,178 | 9,718 | - | - |
| Provisions | 25 | 554 | 422 | 93 | 71 |
| TOTAL NON-CURRENT LIABILITIES | 10,969 | 10,490 | 17,055 | 8,110 | |
| TOTAL LIABILITIES | 64,649 | 50,395 | 22,493 | 11,907 | |
| NET ASSETS | 95,504 | 101,481 | 46,673 | 57,920 | |
| EQUITY | |||||
| Contributed equity | 26 | 41,953 | 52,665 | 41,953 | 52,665 |
| Reserves | 27 | 11,273 | 12,691 | 3,628 | 4,300 |
| Retained profits (accumulated losses) | 27 | 42,278 | 36,125 | 1,092 | 955 |
| TOTAL EQUITY | 95,504 | 101,481 | 46,673 | 57,920 |
The above balance sheets should be read in conjunction with accompanying notes.
Statements of changes in equity
| For the year ended 30 June 2007 | Notes | Consolidated | Parent Entity | |||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |||
| $'000 | $'000 | $'000 | $'000 | |||
| Total equity at the beginning of financial year | 101,481 | 88,095 | 57,920 | 46,614 | ||
| Changes in fair value of cash flow hedges net oftax | 27(a) | (1,395) | (1,360) | (649) | (2,105) | |
| Net income (expense) recognised directly inequity | (1,395) | (1,360) | (649) | (2,105) | ||
| Profit for the year | 27(c) | 28,098 | 30,801 | 22,082 | 29,464 | |
| Total recognised income and expense for theyear | 26,703 | 29,441 | 21,433 | 27,359 | ||
| Transactions with equity holders in theircapacity as equity holders:- Contributions of equity, net of transaction | ||||||
| costs | 26(b) | 3,531 | 5,740 | 3,531 | 5,740 | |
| - Employee share options | 26(b) | 1,265 | 285 | 1,265 | 287 | |
| - Dividends provided for or paid | 8 (a) | (21,945) | (22,080) | (21,945) | (22,080) | |
| - Share buy back | 26 (b) | (15,531) | - | (15,531) | - | |
| (32,681) | (16,055) | (32,657) | (16,053) | |||
| Total equity at the end of financial year | 95,504 | 101,481 | 46,673 | 57,920 |
The above statements of changes in equity should be read in conjunction with the accompanying notes.
Cash flow statements
| For the year ended 30 June 2007 | Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |||
| $'000 | $'000 | $'000 | $'000 | |||
| CASH FLOWS FROM OPERATING | ||||||
| ACTIVITIES | ||||||
| Receipts from customers | ||||||
| (inclusive of goods and services tax) | 251,512 | 236,975 | - | - | ||
| Payments to suppliers and employees | ||||||
| (inclusive of goods and services tax) | (210,519) | (189,982) | 28,196 | (3,636) | ||
| 40,993 | 46,993 | 28,196 | (3,636) | |||
| Interest received | 265 | 162 | 218 | 128 | ||
| Interest paid | (800) | (628) | (682) | (462) | ||
| Income tax paid | (10,667) | (12,145) | (10,667) | (12,145) | ||
| Net Cash Inflow/(Outflow) From Operating | ||||||
| Activities | 28 | 29,791 | 34,382 | 17,065 | (16,115) | |
| CASH FLOWS FROM INVESTING | ||||||
| ACTIVITIES | ||||||
| Proceeds from sale of property, plant and | ||||||
| equipment | 135 | 208 | - | 43 | ||
| Proceeds from sale of pesticide products division | 7 | - | 5,645 | - | 5,646 | |
| Payment for property, plant and equipment | (10,787) | (5,646) | (121) | (90) | ||
| Payment for other non-current assets | (2,460) | (500) | - | - | ||
| Net Cash Inflow/(Outflow) From Investing | ||||||
| Activities | (13,112) | (293) | (121) | 5,599 | ||
| CASH FLOWS FROM FINANCING | ||||||
| ACTIVITIES | ||||||
| Proceeds from issues of ordinary shares | 1,100 | 1,360 | 1,100 | 1,362 | ||
| Share Buy Back | (15,531) | - | (15,531) | - | ||
| Repayments of borrowings | (117) | (494) | 5 | 43,635 | ||
| Dividends payment on ordinary shares, net of DRP | (18,213) | (17,773) | (18,213) | (17,773) | ||
| Net Cash Inflow/(outflow) from financing | ||||||
| activities | (32,761) | (16,907) | (32,639) | 27,224 | ||
| Net increase/(decrease) in cash and cash | ||||||
| equivalents | (16,082) | 17,182 | (15,695) | 16,708 | ||
| Cash and cash equivalents at the beginning of the | ||||||
| financial year | 21,721 | 4,539 | 20,939 | 4,231 | ||
| Cash and cash equivalents at the end of the | ||||||
| financial year | 28(a) | 5,639 | 21,721 | 5,244 | 20,939 |
The above cash flow statements should be read in conjunction with the accompanying notes.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
Notes to the Financial Statements
30 JUNE 2007
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for Select Harvests Limited as an individual entity and the consolidated entity consisting of Select Harvests Limited and its subsidiaries.
(a) Basis of preparation
This general purpose financial report has been prepared in accordance with Australian equivalents to International Financial Reporting Standards (AIFRS), other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.
Compliance with IFRS
Australian Accounting Standards include AIFRS. Compliance with AIFRS ensures that the consolidated financial statements and notes of Select Harvests Limited comply with International Financial Reporting Standards (IFRS). The parent entity financial statements and notes also comply with IFRS except that it has elected to apply the relief provided to parent entities in respect of certain disclosure requirements contained in AASB 132 Financial Instruments: Presentation and Disclosure.
Historical cost convention
These financial statements have been prepared under historical cost convention, as modified by the revaluation of availablefor-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit and loss, and certain classes of property, plant and equipment.
Critical Accounting Estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher level of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
(b) Principles of consolidation
The consolidated financial statements are those of the consolidated entity, comprising Select Harvests Limited (the parent entity) and all entities which Select Harvests Limited controlled at any point during the year and at balance date.
Subsidiaries are all those entities (including special purpose entities) over which the Group has power to govern the financial and operating policies, generally accompanying of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date at which control is transferred to the group. They are deconsolidated from the date that control ceases.
The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies which may exist.
All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full.
Investments in subsidiaries are accounted for at cost in the individual financial statements of Select Harvests Limited.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(c) Foreign currency translation
(i)Functional and presentation currency
Items included in the financial statements of each entity comprising the consolidated entity are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Australian dollars, which is the functional and presentation currency of Select Harvests Limited.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges.
(d) Cash and cash equivalents
Cash on hand and in banks and short-term deposits are stated at nominal value.
For the purposes of the cash flow statement, cash includes cash on hand and in banks, and money market investments readily convertible to cash within two working days, net of outstanding bank overdrafts.
Bank overdrafts are carried at the principal amount. Interest is charged as an expense as it accrues.
(e) Inventories
Inventories are valued at the lower of cost and net realisable value except for almond stocks which are measured at fair value less estimated point of sale costs in accordance with AASB 141: "Agriculture" - refer to (f) below.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
- Raw materials and consumables purchase cost on a first-in-first-out basis;
- Finished goods and work-in-progress cost of direct material and labour and a proportion of manufacturing overheads based on normal operating capacity; and
- Almond stocks are valued in accordance with AASB 141 "Agriculture" whereby the cost of the non-living (harvested) produce is deemed to be its net market value immediately after it becomes non-living. This valuation takes into account current almond selling prices and current processing and selling costs.
f) Biological Assets
Almond Trees
Almond trees are classified as a biological asset and valued in accordance with AASB 141 "Agriculture."
Developing almond trees are valued at their growing cost until the year they bear their first commercial crop. The value of crop bearing almond trees is measured at fair value using a discounted cash flow methodology. The discounted cash flow incorporates the following factors:
- Almond trees have an estimated 30-year economic life, with crop yields consistent with long-term yield rates;
- Selling prices are based on long-term average trend prices;
- Growing, processing and selling costs are based on long-term average levels;
- Cash flows are discounted at a rate that takes into account the cost of capital plus a suitable risk factor; and
- Asset values (eg: land, buildings, water licenses, etc) to be deducted from the cumulative cash flow, to determine the tree value, are based on current valuation and then adjusted annually to account for capital expenditure, depreciation and utilised acreage.
Nursery trees are grown by the consolidated entity for sale to external almond orchard owners and for use in almond orchards owned by the consolidated entity. Nursery trees are carried at fair value.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
Growing Almond Crop
The growing almond crop is valued in accordance with AASB 141 "Agriculture". This valuation takes into account current almond selling prices and current growing, processing and selling costs. The calculated crop value is then discounted to take into account that it is only partly developed, and then further discounted by a suitable factor to take into account the agricultural risk until crop maturity.
New Orchards Growing Costs
All costs associated with the establishment, planting and growing of almond trees for a new orchard are accumulated for the first three years of that orchard. Once immature trees commence bearing a commercial crop a proportion of the annual growing costs are expensed on the basis of yield achieved as a proportion of anticipated yield of a mature tree. At the end of the eighth year full maturation is deemed to occur, after which the tree is considered to be mature in terms of revenue generation and the annual growing costs are then expensed in full. Almond trees are valued as described above once they commence bearing a commercial crop.
(g) Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The consolidated entity designates derivatives as either; (1) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast transactions (cash flow hedges).
The consolidated entity documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The consolidated entity also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.
(i) Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
(ii) Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
Notes continued
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(h) Property, plant and equipment
Cost and valuation
All classes of property, plant and equipment are measured at cost less accumulated depreciation.
The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets' employment and subsequent disposal. The expected net cash flows have been discounted to present values in determining recoverable amounts.
Where assets have been revalued, the potential effect of the capital gains tax on disposal has not been taken into account in the determination of the revalued carrying amount. Where it is expected that a liability for capital gains tax will arise, this expected amount is disclosed by way of note.
Depreciation
The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land water rights, and almond trees, are depreciated on a straight line basis over their estimated useful lives to the entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The useful lives for each class of assets are:
| Buildings: | 25 to 40 years |
|---|---|
| Leasehold improvements: | 5 to 40 years |
| Plant and equipment: | 5 to 20 years |
| Leased plant and equipment: | 5 to 10 years |
| Plantation land, irrigation systems: | 10 to 40 years |
Capital works in progress
Capital works in progress are valued at cost and relate to costs incurred for owned orchards and other assets under development.
(i) Leases
Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.
Operating leases
The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight line basis over the term of the lease.
Finance leases
Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the consolidated entity are capitalised at the present value of the minimum lease payments and disclosed as plant and equipment under lease. A lease liability of equal value is also recognised.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the assets and the lease term. Minimum lease payments are allocated between interest expense and reduction of the lease liability with the interest expense calculated using the interest rate implicit in the lease and charged directly to the income statement.
The cost of improvements to or on leasehold property is capitalised, disclosed as leasehold improvements, and amortised over the unexpired period of the lease or the estimated useful lives of the improvements, whichever is the shorter.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(j) Intangibles
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the consolidated entity's share of the net identifiable assets of the acquired subsidiary/business at the date of acquisition. Goodwill is not amortised. Instead, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less any accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing.
Brand names
Brand names are measured at cost. Directors are of the view that brand names have an indefinite life. Brand names are therefore not depreciated. Instead, brand names are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired, and are carried at cost less any accumulated impairment losses.
(k) Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, and amounts collected on behalf of third parties. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity, the revenue can be reliably measured, and the risks and rewards have passed to the buyer. The following specific recognition criteria must also be met before revenue is recognised:
Sale of Goods
Control of the goods has passed to the buyer.
Rendering of Services
Revenue from the rendering of services is recognised upon the delivery of the service to the customer. Certain clients may be invoiced in advance of provision of services.
Interest
Interest revenue is recognised when it becomes receivable on a proportional basis taking into account the interest rates applicable to the financial assets.
Dividends
Dividends are recognised as revenue when the right to receive payment is established.
Almond Pool Revenue
Under the contractual arrangements with external growers the Company simultaneously acquires and sells the almonds and does not make a margin on those sales. These transactions are disclosed in Note 4 and are not recognised as revenue.
As at 30 June 2007 the Company held almond inventory on behalf of external growers which was not recorded as inventory of the Company.
All revenue is stated net of the amount of Goods and Services Tax (GST).
(l) Other income
Almond Stocks
Increments or decrements in the net market value of almond stocks are recognised as income or expenses in the income statement in the financial year in which they occur. The net increment or decrement in the total market value of the almond stocks is determined as the difference between the net market value and quantities at the beginning of the year and at year end, less any further costs required to get the almonds stocks to a saleable state.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(m) Income Tax
The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
Tax Consolidation
The parent entity of Select Harvests Limited and its subsidiaries have implemented the tax consolidation legislation and formed a tax-consolidated group from 1 July 2003.
The parent entity and its wholly owned Australian subsidiaries in the tax-consolidated group continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the group. Details of tax funding agreements are outlined in note 6. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities.
Goods and Services Tax (GST)
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 balance sheet.
Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from 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.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(n) Impairment of assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).
(o) Employee benefits
Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave and long service leave.
Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.
Employee benefit expenses and revenues arising in respect of the following categories are charged against profit on a net basis in their respective categories:
- wages and salaries, non-monetary benefits, annual leave, long service leave, sick leave and other leave benefits.
- Other types of employee benefits.
Contributions are made by the consolidated entity to an employee superannuation fund and are charged as expenses when incurred.
Share-based payments
Share-based compensation benefits are provided to employees via the Select Harvests Limited Executive Share Option Scheme. Information relating to this scheme is set out in note 52.
The fair value of options granted under the Select Harvests Limited Executive Share Option Scheme is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options.
The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The fair value of the options granted is adjusted to reflect market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(p) Financial Instruments
Financial Assets
Trade receivables are carried at full amounts due less any provision for doubtful debts. A provision for doubtful debts is recognised when collection of the full amount is no longer probable.
Amounts receivable from other debtors are carried at full amounts due. Other debtors are normally settled on 30 days from month end unless there is a specific contract which specifies an alternative date. Amounts receivable from related parties are carried at full amounts due. Details of the terms and conditions are set out in Note 34.
Financial Liabilities
The bank overdraft is carried at the principal amount. Interest is charged as an expense as it accrues.
Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the consolidated entity.
Finance lease liability is accounted for in accordance with AASB 117 "Leases".
(q) Fair value estimation
The fair value of certain financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
The fair value of financial instruments traded in active markets (such as foreign exchange hedge contracts) is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the consolidated entity is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the consolidated entity for similar instruments.
(r) Borrowing costs
Borrowing costs, inclusive of all facility fees, bank charges, and interest, are expensed as incurred.
(s) Earnings per share
(i)Basic Earnings per share
Basic earnings per share are calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares outstanding during the financial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares.
(t) Discontinued operations
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for sale and that represents a separate major line of business and is part of a single co-ordinated plan to dispose of such a line of business. The results of discontinued operations are presented separately on the face of the income statement.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(u) Segment Reporting
A business segment is identified for a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments.
(v) New accounting standards and UIG interpretations
Certain new accounting standards and UIG interpretations have been published that are not mandatory for 30 June 2007 reporting periods. The Group's and the parent entity's assessment of the impact of these new standards and interpretations is set out below:
a) AASB 7 Financial Instruments: Disclosures and AASB 2005-10 Amendments to Australian Accounting Standards [AASB 132, AASB 101, AASB 114, AASB 117, AASB 133, AASB 139, AASB 1, AASB 4, AASB 1023 & AASB 1038] are applicable to annual reporting periods beginning on or after 1 January 2007. The group has not adopted the standards early. Application of the standard will not affect any of the amounts recognised in the financial statements.
b) AASB-1 10 Interim Financial Reporting and Impairment is applicable to reporting periods beginning on or after 1 November 2006. The group has not adopted the standards early. Application of the standard will not affect any of the amounts recognised in the financial statements.
c) AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB 123 is applicable to reporting periods beginning on or after 1 January 2009. The group has not adopted the standards early. Application of the standard will not affect any of the amounts recognised in the financial statements.
d) AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 is applicable to reporting periods beginning on or after 1 January 2009. The group has not adopted the standards early. Application of the standard will not affect any of the amounts recognised in the financial statements.
e) AASB 2007-2 Amendments to Australian Accounting Standards arising from AASB Interpretation 12 is applicable to reporting periods beginning on or after 1 January 2008. The group has not adopted the standards early. Application of the standard will not affect any of the amounts recognised in the financial statements.
f) AASB 2007-1 Amendments to Australian Accounting Standards arising from AASB Interpretation 11 is applicable to reporting periods beginning on or after 1 March 2007. The group has not adopted the standards early. Application of the standard will not affect any of the amounts recognised in the financial statements.
(w) Provisions
Provisions are recognised when the consolidated entity has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated.
(x) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. These amounts are unsecured and are usually paid within 30 days of recognition.
(y) Contributed equity
Ordinary shares are classified as equity. The value of new shares or options issued is shown in equity.
(z) Comparatives
Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures.
(aa) Rounding amounts
The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities & Investments Commission, relation to the "rounding off" of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
2. FINANCIAL RISK MANAGEMENT
The Consolidated entity's activities expose it to a variety of financial risks. Risk management procedures focus on the unpredictability of financial markets and seek to minimise potential adverse effects on the financial performance of the consolidated entity.
Risk management is carried out by management pursuant to policies approved by the Board of Directors.
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the consolidated entity's functional currency.
The consolidated entity sells both almonds harvested from owned orchards through the almond pool and processed products internationally in United States dollars, and purchases raw materials and other inputs to the manufacturing and almond growing process from overseas suppliers predominantly in United States dollars.
Management and the Board review the foreign exchange position of the consolidated entity and, where appropriate, take out forward exchange contracts, transacted with the consolidated entity's banker, to manage foreign exchange risk.
(ii) Price risk
The consolidated entity is exposed to commodity price risk. The consolidated entity sells almonds harvested from owned orchards domestically and overseas throughout the year based on an almond price which will fluctuate from time to time due to changes in international market conditions. The consolidated entity has an active and ongoing almond marketing and selling program in place which is continually monitored and adapted for changes in almond prices. The consolidated entity also purchases raw materials and other inputs to the manufacturing and almond growing process domestically and overseas. The price of such inputs will also fluctuate from time to time based on market forces. Where practical, the consolidated entity, through its procurement programs, contracts from time to time to acquire such quantity of inputs as is projected to be required at fixed prices.
(b) Credit risk
The consolidated entity has no significant concentrations of credit risk. The consolidated entity has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. Derivative counterparties and cash transactions are limited to high credit quality financial institutions.
(c) Liquidity risk
The consolidated entity maintains committed credit facilities in place with financial institutions for the ongoing funding of its activities.
(d) Cash flow interest rate risk
As the consolidated entity has no significant interest-bearing assets, income and operating cash flows are not materially exposed to changes in market interest rates.
The consolidated entity's interest rate risk arises from borrowings. Borrowings issued at variable rates expose the consolidated entity to cash flow interest rate risk.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical experience and other factors.
Critical accounting estimates and assumptions
The consolidated entity makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Almond Trees
Almond trees are classified as a biological asset and valued in accordance with AASB 141 "Agriculture". The consolidated entity's accounting policies in relation to almond trees are detailed in note 1(f). In applying this policy, the consolidated entity has made various assumptions. These are detailed in note 17 of the
financial statements. As at 30 June 2007, the value of almond trees carried in the financial statements of the consolidated entity is $6.0 million (2006:$5.8 million)
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Consolidated | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| 4.REVENUE | ||||
| Revenue from continuing operations | ||||
| Total revenue from operating activities * | 229,498 | 217,866 | - | - |
| Other revenue from continuing operations | ||||
| Management fees | - | - | 4,554 | 3,398 |
| Dividends and distributions | ||||
| - Controlled entities | - | - | 22,000 | 25,212 |
| - Other corporations | - | - | - | |
| Total dividends and distributions | - | - | 26,554 | 28,610 |
| Interest | ||||
| - Wholly owned entities | - | - | 1,029 | 956 |
| - Other persons/corporations | 265 | 162 | 218 | 128 |
| Total interest | 265 | 162 | 1,247 | 1,084 |
| Total other revenue from continuing | ||||
| operations | 265 | 162 | 27,801 | 29,694 |
| Total revenue | 229,763 | 218,028 | 27,801 | 29,694 |
| Revenue from discontinued operations | - | 6,637 | - | 5,700 |
| Revenue/Cost of goods sold | ||||
| From Almond Pool | ||||
| Revenue from almond pool sales | 45,767 | 33,843 | - | - |
| Cost of goods sold from almond pool sales | (45,767) | (33,843) | - | - |
| - | - | - | - |
* Revenue from almond pool sales includes sales of almonds for externally owned almond orchards, which are sold by the consolidated entity on a pooled basis, the proceeds from which are distributed to the pool participants. This revenue is not included in the revenue as stated above within revenue from continuing operations.
Notes continued
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| 5.EXPENSES | $'000 | $'000 | $'000 | $'000 | |
| Profit before tax includes the following specificexpenses: | |||||
| Cost of goods & services sold | 175,790 | 165,546 | - | - | |
| Depreciation of non-current assets | |||||
| Freehold land and buildings | - | 1 | - | - | |
| Buildings | 82 | 68 | - | - | |
| Plantation Land and irrigation systems | 411 | 335 | - | - | |
| Leased plant and equipment | 115 | 249 | 17 | 12 | |
| Plant and equipment | 3,194 | 2,933 | 276 | 209 | |
| Total depreciation of non-current assets | 3,802 | 3,586 | 293 | 221 | |
| Finance costs | |||||
| wholly owned entities | - | - | 1,361 | 440 | |
| other persons | 800 | 628 | 682 | 463 | |
| Total finance costs | 800 | 628 | 2,043 | 903 | |
| Movement in provisions for doubtful debts | (8) | (14) | - | - | |
| Movement in provision for employee | |||||
| entitlements | 721 | 1,143 | 130 | 31 | |
| Movement in provision for stock diminution | (9) | (199) | - | - | |
| Operating lease rental minimum lease payments | 7,695 | 5,403 | - | - | |
| Total operating lease rental | 7,695 | 5,403 | - | - | |
| Net loss on disposal of property, plant and | |||||
| equipment | 9 | 6 | 6 | 10 | |
| 6.INCOME TAX | |||||
| (a) Income tax expense | |||||
| Current Tax | 11,540 | 11,287 | 357 | 222 | |
| Deferred tax | 493 | 258 | (274) | (29) | |
| Under (over) provided in prior years | (117) | (87) | (117) | 8 | |
| 11,916 | 11,458 | (34) | 201 | ||
| Income tax expense is attributable to: | |||||
| Profit from continuing operations | 11,916 | 11,411 | (34) | 201 | |
| Profit from discontinued operations | - | 47 | - | - | |
| Aggregate income tax expense | 11,916 | 11,458 | (34) | 201 | |
| Deferred income tax (revenue) expense included | |||||
| in income tax expense comprises: | |||||
| Decrease (increase) in deferred tax assets | 16 | (288) | (341) | (274) | (442) |
| (Decrease) increase in deferred tax liabilities | 24 | 781 | 599 | - | 413 |
| 493 | 258 | (274) | (29) |
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $'000 | $'000 | $'000 | $'000 | ||
| (b) Numerical reconciliation of income taxexpense to prima facie tax payable | |||||
| Profit from continuing operations before income | |||||
| tax expense | 40,014 | 37,903 | 22,048 | 25,632 | |
| Profit from discontinued operations before | |||||
| income tax expense | - | 4,356 | - | 4,033 | |
| 40,014 | 42,259 | 22,048 | 29,665 | ||
| Tax at the Australian tax rate of 30% (2006 –30%) | 12,004 | 12,678 | 6,614 | 8,899 | |
| Tax effect of amounts that are not deductible | |||||
| (taxable) in calculating taxable income | |||||
| Rebateable dividends | - | - | (6,600) | (7,564) | |
| Other non allowable items | 65 | 109 | 69 | 68 | |
| Other non assessable items | (36) | (1,242) | - | (1,210) | |
| Under/(over) provision of previous year | (117) | (87) | (117) | 8 | |
| Income tax expense | 11,916 | 11,458 | (34) | 201 |
(c) Tax consolidation legislation
Select Harvests Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation as of 1 July 2003. The accounting policy in relation to this legislation is set out in note 1(m). On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement which limits the joint and several liability of the wholly-owned entities in the case of a default by the head entity,
Select Harvests Limited. The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Select Harvests Limited for any current tax payable assumed and are compensated by Select Harvests Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Select Harvests Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities' financial statements.
The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. The funding amounts are recognised as current intercompany receivables or payables.
7. DISCONTINUED OPERATION
(a) Description
On 23 August 2005 Select Harvests Ltd announced that a contract of sale was signed to sell all of the shares in Riverina Pelletising Services Pty Ltd for a total consideration of $5.7 million to Australian Businesspoint Pty Ltd. The transaction was completed on 15 October 2005 with effect from 1 October 2005, and the entity disposed of is reported in this financial report as a discontinued operation.
Financial information relating to the discontinued operation for the period to the date of disposal is set out below. Further information is set out in the segment information.
Notes continued
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(b) Financial performance and cash flow information
The financial performance and cash flow information presented for the year ended 30 June 2007 and are for the three months ended 30 September 2005 (2006 column).
| Consolidated | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| Revenue | - | 937 | - | - |
| Expenses | - | (720) | - | - |
| Profit before income tax | - | 217 | - | - |
| Income tax expense | - | (47) | - | - |
| Profit after income tax of discontinued operations | - | 170 | - | - |
| Gain on sale of the division before income tax | - | 4,139 | - | 4,033 |
| Income tax expense | - | - | - | - |
| Gain on sale of the division after income tax | - | 4,139 | - | 4,033 |
| Profit from discontinued operations | - | 4,309 | - | 4,033 |
| Net cash inflow/(outflow)from operating activities | - | (595) | - | - |
| Net cash inflow (outflow) from investing activities (2006includes an inflow of $5,644,650 from the sale of the | ||||
| division) | - | 5,645 | - | 5,645 |
| Net cash inflow/(outflow) from financing activities | - | 595 | - | - |
| Net increase in cash generated by the division | - | 5,645 | - | 5,645 |
(c) Carrying amounts of assets and liabilities
| The carrying amounts of assets and liabilities as at 30 September 2005 (2006 column). | ||||
|---|---|---|---|---|
| Cash | - | 1 | - | 1 |
| Property, plant and equipment | - | 685 | - | 707 |
| Investments | - | 20 | - | 20 |
| Trade receivables | - | 600 | - | 1,021 |
| Inventories | - | 485 | - | 600 |
| Other | - | 4 | - | 56 |
| Total assets | - | 1,795 | - | 2,405 |
| Trade creditors | - | (179) | - | (269) |
| Provision for Tax | - | 43 | - | (275) |
| Provision for employee benefits | - | (153) | - | (142) |
| Total liabilities | - | (289) | - | (686) |
| Net Assets | - | 1,506 | - | 1,719 |
| (d) Details of the sale of the division | ||||
| Consideration received or receivable: | ||||
| Cash | - | 5,645 | - | 5,645 |
| Total disposal consideration | - | 5,645 | - | 5,645 |
Notes continued
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| 8. DIVIDENDS PAID OR PROVIDED FOR ONORDINARY SHARES | Consolidated | Parent entity | ||
|---|---|---|---|---|
| (a) Dividends Paid During The Year | ||||
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| (i)Interim - paid 2 April 2007 (2006: 3 April 2006) | ||||
| Fully franked dividend (22c per share) | ||||
| (2006: 20c per share) | 8,802 | 7,913 | 8,802 | 7,913 |
| (ii) Special dividend | ||||
| Fully franked dividend 2007: Nil | ||||
| (2006: 10c) | - | 3,956 | - | 3,956 |
| 8,802 | 11,869 | 8,802 | 11,869 | |
| (iii) Final - paid 2 October 2006 (2006: 3 October2005) | ||||
| Fully franked dividend (33c per share) (2006: 26c per | ||||
| share) | 13,143 | 10,211 | 13,143 | 10,211 |
| 21,945 | 22,080 | 21,945 | 22,080 | |
| (b) Dividends Proposed And Not Recognised As ALiability | ||||
| Fully franked dividend payable on 1 October 2007 (35.0cper share, $13,558,666) | ||||
| (c) Franking credit balanceFranking credits available for the subsequent financialyear arising from: | ||||
| Franking account balance as at the beginning of thefinancial year | 26,639 | 16,733 | ||
| Current year tax payment instalments and adjustments | 22,585 | 29,526 | ||
| Interim Dividends paid | (8,802) | (11,869) | ||
| Franking account balance at end of financial year | 40,422 | 34,390 | ||
| Current year income tax payable | 2,766 | 5,353 | ||
| Dividend declared | (13,559) | (13,104) | ||
| Franking account balance after payment of current yeartax and dividends | 29,629 | 26,639 | ||
| 9.CASH AND CASH EQUIVALENTS | ||||
| Cash at bank and in hand | 924 | 16,057 | 529 | 15,275 |
| Deposits at call | 6,000 | 6,500 | 6,000 | 6,500 |
| 6,924 | 22,557 | 6,529 | 21,775 | |
| (a) Reconciliation to cash at the end of the year | ||||
| The above figures are reconciled to cash at the end of the | ||||
| financial year as shown in the statement of cash flow as | ||||
| follows:Balances as above | 6,924 | 22,557 | 6,529 | 21,775 |
| Bank overdrafts (note 20) | (1,285) | (836) | (1,285) | (836) |
| Balances per statement of cash flows | 5,639 | 21,721 | 5,244 | 20,939 |
Notes continued
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Parent entity | Consolidated | |
|---|---|---|
| 20072006 | 2006 | 2007 |
| $'000$'000 | $'000 | $'000 |
(b) Cash at bank and on hand
Details of the interest rates applicable to cash at bank and on hand are detailed in note 36.
(c) Deposits at call
The deposits are bearing a floating interest rate at 30 June 2007. Details of the interest rates applicable to deposits at call are detailed in note 36.
10. RECEIVABLES (CURRENT)
| Trade debtors | 32,674 | 23,602 | - | - |
|---|---|---|---|---|
| Provision for doubtful debts | (18) | (10) | - | - |
| 32,656 | 23,592 | - | - | |
| Prepayments | 803 | 825 | 705 | 703 |
| Other receivables | - | 25 | - | 25 |
| 33,459 | 24,442 | 705 | 728 |
(a) Bad and doubtful trade receivables
The consolidated entity has recognised an expense of $13,216 (2006: $14,332) in respect of bad and doubtful trade receivables during the year ended 30 June 2007. This loss has been included in "other expenses" in the income statement.
(b) Other receivables
These amounts generally arise from transactions outside the usual operating activities of the group.
(c) Effective interest rates and credit risk
All receivables are non-interest bearing.
The Company minimises concentrations of credit risk in relation to trade receivables by undertaking transactions with a large number of customers from across the range of business segments in which the consolidated entity operates. Refer to note 2 for more information on the risk management policy of the consolidated entity.
Information concerning the effective interest rate and credit risk of both current and non-current receivables is set out in note 36.
11. INVENTORIES (CURRENT)
Raw materials
| Raw materials at cost | 8,026 | 6,793 | - | - | |
|---|---|---|---|---|---|
| 8,026 | 6,793 | - | - | ||
| Finished goods | |||||
| Finished goods at cost | 5,803 | 6,060 | - | - | |
| Provision for diminution in value | 11(a) | (9) | (267) | - | - |
| 5,794 | 5,793 | - | - | ||
| Other inventory | |||||
| Other inventory at cost | 7,309 | 5,763 | - | - | |
| 7,309 | 5,763 | - | - | ||
| Almond stocks | |||||
| Almond stocks at cost (refer to note 1 (f)) | 9,040 | 6,333 | - | - | |
| 9,040 | 6,333 | - | - | ||
| Total inventories | 30,169 | 24,682 | - | - |
Notes continued
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Consolidated | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| (a) Movements in provision for diminution in value | ||||
| Beginning of the financial year | (267) | (517) | - | - |
| Movement during the year | 258 | 250 | - | - |
| End of the financial year | (9) | (267) | - | - |
| 12. DERIVATIVE FINANCIAL INSTRUMENTS(CURRENT) | ||||
| Current assets | ||||
| Forward exchange contracts – cash flow hedges | 431 | 774 | 431 | 774 |
| Total current derivative financial instrument assets | 431 | 774 | 431 | 774 |
| Current liabilities | ||||
| Forward exchange contracts – cash flow hedges | 627 | 44 | 627 | 44 |
| Total current derivative financial instrument liabilities | 627 | 44 | 627 | 44 |
(i) Forward exchange contracts – cash flow hedges
The consolidated entity enters into forward exchange contracts to buy and sell specified amounts of foreign currency in the future at stipulated exchange rates. The objective in entering the forward exchange contracts is to protect the consolidated entity against unfavourable exchange rate movements for highly probable contracted and forecasted sales and purchases undertaken in foreign currencies.
The net amount of the foreign currency the consolidated entity will be required to pay or purchase when settling the brought forward exchange contracts should the counterparty not pay the currency it is committed to deliver to the Company at balance date was $15,003,000 (2006: ($777,000)).
The accounting policy in regard to forward exchange contracts is detailed in note 1(c).
At balance date, the details of outstanding forward exchange contracts are:
| Buy United States Dollars | Sell Australian Dollars | Average Exchange Rate | ||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| Settlement | ||||
| $'000 | $'000 | $ | $ | |
| Less than 6 months | 4,960 | 5,304 | 0.77 | 0.74 |
| 6 months to 1 year | 19 | - | 0.77 | - |
| Greater than 1 year | - | - | - | - |
| 4,979 | 5,304 | |||
| Sell United States Dollars | Buy Australian Dollars | Average Exchange Rate | ||
| 2007 | 2006 | 2007 | 2006 | |
| Settlement | ||||
| $'000 | $'000 | $ | $ | |
| Less than 6 months | 15,302 | 4,457 | 0.81 | 0.61 |
| 6 months to 1 year | 4,680 | 70 | 0.84 | 0.76 |
| 1 year to 2 years | - | - | ||
| 19,982 | 4,527 |
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(ii) Credit risk exposures
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount of those assets, net of any provisions for doubtful debts of those assets, as disclosed in the balance sheet and notes to the financial statements.
Credit risk for derivative financial instruments arises from the potential failure by counterparties to the contract to meet their obligations at maturity. The credit risk exposure to forward exchange contracts is the net fair value of these contracts.
The consolidated entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the consolidated entity.
(iii) Interest rate risk exposures
Refer to note 36 for the consolidated entity's exposure to interest rate risk on derivative financial instruments.
| Notes | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| 34 (f) | - | - | 51,063 | 37,355 |
| - | - | - | (1,099) | |
| - | - | 51,063 | 36,256 | |
| Consolidated |
14. OTHER FINANCIAL ASSETS (NON-CURRENT)
Investments at cost comprise:
Shares
| Controlled entities – unlisted | - | - | 9,607 | 9,607 |
|---|---|---|---|---|
| - | - | 9,607 | 9,607 |
15. PROPERTY, PLANT AND EQUIPMENT
| Buildings | |||||
|---|---|---|---|---|---|
| At cost | 2,809 | 2,840 | - | - | |
| Accumulated depreciation | (411) | (329) | - | - | |
| 15(a) | 2,398 | 2,511 | - | - | |
| Plantation land and irrigation systems | |||||
| At cost | 25,328 | 24,934 | - | - | |
| Accumulated depreciation | (1,908) | (1,497) | - | - | |
| 15(a) | 23,420 | 23,437 | - | - | |
| Total land and buildings | 25,818 | 25,948 | - | - | |
| Plant and equipment under lease | |||||
| At cost | 609 | 1,657 | 103 | 103 | |
| Accumulated amortisation | (295) | (956) | (29) | (12) | |
| 15(b) | 314 | 701 | 74 | 91 |
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $'000 | $'000 | $'000 | $'000 | ||
| Plant & equipment | |||||
| At cost | 37,645 | 33,242 | 931 | 869 | |
| Accumulated depreciation | (20,170) | (16,977) | (772) | (496) | |
| 15(b) | 17,475 | 16,265 | 159 | 373 | |
| Capital works in progress | |||||
| At cost | 9,973 | 1,468 | 43 | - | |
| 15(b) | 9,973 | 1,468 | 43 | - | |
| Total plant and equipment | 27,762 | 18,434 | 276 | 464 | |
| Total property, plant and equipment | |||||
| Cost | 76,364 | 64,141 | 1,077 | 972 | |
| Accumulated depreciation and amortisation | (22,784) | (19,759) | (801) | (508) | |
| Total written down amount | 53,580 | 44,382 | 276 | 464 |
(a) Reconciliations
Reconciliations of the carrying amounts of property, plant and equipment at the beginning and end of the current financial year.
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| Freehold land and buildings | $'000 | $'000 | $'000 | $'000 | |
| Carrying amount at beginning | - | 232 | - | - | |
| Additions | - | - | - | - | |
| Depreciation expense | - | (1) | - | - | |
| Disposal through sale of entity | - | (231) | - | - | |
| Disposals | - | - | - | - | |
| - | - | - | - | ||
| Buildings | |||||
| Carrying amount at beginning | 2,511 | 2,531 | - | - | |
| Additions | - | 48 | - | - | |
| Depreciation expense | (82) | (68) | - | - | |
| Disposals | (31) | - | |||
| 2,398 | 2,511 | - | - | ||
| Plantation Land and irrigation systems | |||||
| Carrying amount at beginning | 23,437 | 22,985 | - | - | |
| Additions | 468 | 787 | - | - | |
| Disposals | - | - | - | - | |
| Transfers between classes | (74) | ||||
| Depreciation expense | (411) | (335) | - | - | |
| 23,420 | 23,437 | - |
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Consolidated | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| Plant and equipment under lease | ||||
| Carrying amount at beginning | 701 | 1,314 | 91 | - |
| Additions | - | 103 | - | 103 |
| Additions through acquisition of entities / | ||||
| operations | - | - | - | - |
| Transfers between classes | (272) | (467) | - | - |
| Depreciation expense | (115) | (249) | (17) | (12) |
| 314 | 701 | 74 | 91 | |
| Plant and Equipment | ||||
| Carrying amount at beginning | 16,265 | 15,741 | 373 | 509 |
| Additions | 3,787 | 3,400 | 62 | 90 |
| Disposals | (108) | (214) | - | (53) |
| Disposal through sale of entity | - | (453) | - | - |
| Transfers between classes | 725 | 724 | - | 14 |
| Transfers between entities | - | - | - | 22 |
| Depreciation expense | (3,194) | (2,933) | (276) | (209) |
| 17,475 | 16,265 | 159 | 373 | |
| Capital works in progress | ||||
| Carrying amount at beginning | 1,468 | 1,188 | - | 14 |
| Additions | 8,884 | 951 | 43 | - |
| Transfers between classes | (379) | (257) | - | (14) |
| Reclassification to other accounts | - | (414) | - | - |
| 9,973 | 1,468 | 43 | - | |
| Total written down value | 53,580 | 44,382 | 276 | 464 |
| 16. DEFERRED TAX ASSETS | ||||
| The balance comprises temporary differencesattributable to: | ||||
| Amounts recognised in profit and loss | ||||
| Assets at cost | (180) | (180) | - | - |
| Employee benefits | 438 | 384 | 126 | 85 |
| Accruals | 41 | 28 | 41 | 28 |
| Provisions | ||||
| 329 | 329 | 329 | 329 | |
| Doubtful debts | 5633 | 3564 | -496 | -442 |
| Amounts recognised directly in equity | ||||
| Cash flow hedges | 59 | (219) | 59 | (219) |
| 692 | 345 | 555 | 223 |
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Consolidated | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| Movements: | ||||
| Opening balance 1 July | 345 | 267 | 223 | - |
| Credited / (charged) to income statement | 288 | 341 | 274 | 442 |
| Credited / (charged) to equity | 59 | (219) | 59 | (219) |
| Transfer on sale of discontinued operation | - | (44) | - | |
| Closing balance at 30 June | 692 | 345 | 556 | 223 |
| Deferred tax assets to be recovered after morethan 12 months | (61) | (69) | 119 | 111 |
| Deferred tax assets to be recovered within 12 | ||||
| months | 753 | 414 | 437 | 112 |
| 692 | 345 | 556 | 223 |
17. BIOLOGICAL ASSETS – ALMOND TREES
The consolidated entity, as part of its operations, grows, harvests, and sells almonds. Harvesting of almonds occurs from February through to April each year. The almond orchards are located in the Robinvale area of North West Victoria. As at 30 June 2007 the consolidated entity owned and managed a total of 1,863 acres of almond orchards (2006: 1,863 acres) and leased and managed a total of 505 acres of almond orchards (2006: 505 acres).
During the year ended 30 June 2007, 2,400 metric tonnes of almonds were harvested from these orchards (2006: 1,566 metric tonnes). These almonds had a fair value less estimated point of sale costs of $15.5 million (2006: $12.5 million).
| Consolidated | |||
|---|---|---|---|
| 2007 | 2006 | ||
| $ '000 | $ '000 | ||
| Carrying amount at 1 July | 5,799 | 5,516 | |
| Additions | 107 | 198 | |
| Almond Tree fair value adjustment | 92 | 85 | |
| Carrying amount at 30 June | 5,998 | 5,799 |
Developing almond trees are valued at their growing cost until the year they bear their first commercial crop. The value of crop bearing almond trees is calculated using a discounted cash flow methodology. The discounted cash flow incorporates the following factors:
- Almond trees have an estimated 30-year economic life, with crop yields consistent with long-term yield rates;
- Selling prices are based on long-term average trend prices;
- Growing, processing and selling costs are based on long-term average levels;
- Cash flows are discounted at a rate that takes into account the cost of capital plus a suitable risk factor; and
- An appropriate rental charge is included to represent the use of the developed land on which the trees are planted.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(a) Financial risk management strategies
The consolidated entity is exposed to financial risks arising from changes in the price of almonds. The consolidated entity reviews its outlook for almond prices regularly in considering the need for active financial risk management.
(b) Non-current assets pledged as security
Refer to note 23 for information on biological assets whose title is restricted and the carrying amounts of any biological assets pledged as security by the parent entity or its subsidiaries.
| 18. INTANGIBLES | Consolidated | |||
|---|---|---|---|---|
| Goodwill$'000 | BrandNames*$'000 | Total$'000 | ||
| Year ended 30 June 2006 | ||||
| Opening net book amount | 25,981 | 2,900 | 28,881 | |
| Additions | 14 | - | 14 | |
| Closing net book amount | 25,995 | 2,900 | 28,895 | |
| Year ended 30 June 2007 | ||||
| Opening net book amount | 25,995 | 2,900 | 28,895 | |
| Additions | - | 5 | 5 | |
| Closing net book amount | 25,995 | 2,905 | 28,900 |
* Brand name assets relate to the "Lucky" brand, which has been assessed as having an indefinite useful life. This assessment was based on the Lucky brand having been sold in the market place for over 50 years, is a clear market leader in the cooking nuts category and remains a heritage brand.
(a) Impairment tests for goodwill
Goodwill is allocated to the consolidated entity's cash-generating units (CGU) identified according to business segment. The total value of goodwill relates to the Food Products CGU. The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial projections by management covering a five-year period assuming a growth rate based on projected crop increases and other growth rates based on past performance and its expectations for the future. These do not exceed the long-term growth rate for the business in which the Food Products Division operates in. A weighted average cost of capital (12.2%) has been used to discount the cash flow projections.
(b) Impact of possible changes to key assumptions
The recoverable amount of the goodwill in the Food Products Division exceeds the carrying amount of goodwill at 30 June 2007. If a pre-tax discount rate of 13.2% was used instead of 12.2% the recoverable amount of the goodwill in the Food Products Division would still exceed the carrying amount of goodwill at 30 June 2007.
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| 19. PAYABLES (CURRENT) | $'000 | $'000 | $'000 | $'000 | |
| Trade creditors | 7,899 | 8,668 | 140 | 2 | |
| Other creditors | 38,507 | 25,739 | 297 | 406 | |
| 46,406 | 34,407 | 437 | 408 |
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $'000 | $'000 | $'000 | $'000 | ||
| 20. INTEREST-BEARING LIABILITIES(CURRENT) | |||||
| Secured | |||||
| Bank overdraft | 23 (a) | 1,285 | 836 | 1,285 | 836 |
| Lease liability | 29 | 114 | 117 | 17 | 16 |
| Total secured current borrowings | 1,399 | 953 | 1,302 | 852 |
(a) Security
Details of the security relating to each of the secured liabilities and further information on the bank overdrafts and bank loans are set out in note 23.
(b) Interest rate risk exposures
Details of the consolidated entity's exposure to interest rate changes on borrowings are set out in note 36.
(c) Fair value disclosures
Details of the fair value of borrowings for the consolidated entity are set out in note 23.
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $'000 | $'000 | $'000 | $'000 | ||
| 21. PROVISIONS (CURRENT) | |||||
| Employee benefits | 25 (a) | 2,482 | 2,207 | 306 | 199 |
| 2,482 | 2,207 | 306 | 199 | ||
| 22. PAYABLES (NON-CURRENT) | |||||
| Aggregate amounts payable to related parties- wholly owned companies | - | - | 16,904 | 7,964 | |
| - | - | 16,904 | 7,964 | ||
| 23. INTEREST-BEARING LIABILITIES(NON-CURRENT) | |||||
| Secured | |||||
| Lease liability | 29 | 237 | 350 | 58 | 75 |
| Total secured non-current borrowings | 237 | 350 | 58 | 75 | |
| (a)Total secured liabilities | |||||
| The total secured liabilities (current and non-current) are as follows: | |||||
| Bank overdraft | 1,285 | 836 | 1,285 | 836 | |
| Lease liability | 29 | 351 | 467 | 75 | 91 |
| Total secured liabilities | 1,636 | 1,303 | 1,360 | 927 |
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(b) Assets pledged as security:
The bank overdraft and bills of exchange of the parent entity and subsidiaries are secured by the following:
- (i) A registered mortgage debenture is held as security over all the assets and undertakings of Select Harvests Limited and the entities of the wholly owned group.
- (ii) A deed of cross guarantee exists between the entities of the wholly owned group.
Lease liabilities are effectively secured as the rights to the leased assets recognised in the financial statements revert to the lessor in the event of a default.
The carrying amounts of assets pledged as security for current and non-current borrowings are:
| Consolidated | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| Current | $'000 | $'000 | $'000 | $'000 |
| Floating charge | ||||
| Cash and cash equivalents | 6,924 | 22,557 | 6,529 | 21,775 |
| Receivables | 33,459 | 24,442 | 705 | 728 |
| Inventories | 30,169 | 24,682 | - | - |
| Derivative financial instruments | 431 | 774 | 431 | 774 |
| Total current assets pledged as security | 70,983 | 72,455 | 7,665 | 23,277 |
| Consolidated | Parent entity | |||
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| Non-current | ||||
| Floating charge | ||||
| Receivables | - | - | 51,063 | 36,256 |
| Other financial assets | - | - | 9,607 | 9,607 |
| Property, plant and equipment | 53,580 | 44,382 | 276 | 464 |
| Biological assets – almond trees | 5,998 | 5,799 | - | - |
| Total non-current assets pledged as security | 59,578 | 50,181 | 60,946 | 46,327 |
| Total assets pledged as security | 130,561 | 122,636 | 68,611 | 69,604 |
(c) Financing arrangements
The consolidated entity and the Company have bank overdraft facilities available to the extent of 1,000,000 Australian dollars and 3,000,000 United States dollars (2006: AUD2,000,000 & USD3,000,000).
As at 30 June 2007 the consolidated entity and company have used AUD Nil and USD 703,128 (2006: AUD Nil & USD 578,503) of the facility.
The consolidated entity and the Company have a commercial bill facility available to the extent of $28,000,000 (2006: $28,000,000). As at 30 June 2007 the consolidated entity and Company have used $Nil (2006: $Nil).
The current interest rates are 6.57% on the commercial bill facility, 10.35% on the Australian dollar bank overdraft facility, and 6.47% on the United States dollar bank overdraft facility.
(d) Interest rate risk exposures
Details of the consolidated entity's exposure to interest rate risk are set out in note 36.
Notes continued
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(e) Fair value
The fair value of borrowings at balance date is equal to the carrying amounts set out in part (a) above.
| 24. DEFERRED TAX LIABILITIES(NON-CURRENT) | Notes | Consolidated | Parent entity | ||
|---|---|---|---|---|---|
| The balance comprises temporary differencesattributable to: | 2007 | 2006 | 2007 | 2006 | |
| Amounts recognised in profit and loss | $'000 | $'000 | $'000 | $'000 | |
| Inventory | 1,816 | 1,233 | - | - | |
| Assets at cost | 8,538 | 8,487 | - | - | |
| Employee benefits | (648) | (508) | - | - | |
| Accruals | (64) | (396) | - | - | |
| Intangibles | 870 | 870 | - | - | |
| Operating leases | (334) | (289) | - | - | |
| 10,178 | 9,397 | - | - | ||
| Amounts recognised directly in equity | |||||
| Cash flow hedges | - | 321 | - | - | |
| 10,178 | 9,718 | - | - | ||
| Movements: | |||||
| Opening balance 1 July | 9,718 | 9,920 | - | 709 | |
| Credited / (charged) to income statement | 781 | 599 | - | 413 | |
| Credited / (charged) to equity | (321) | (801) | - | (1,122) | |
| Closing balance at 30 June | 10,178 | 9,718 | - | - | |
| Deferred tax liabilities to be settled after morethan 12 months | 9,142 | 9,068 | - | - | |
| Deferred tax liabilities to be settled within 12months | 1,036 | 650 | - | - | |
| 10,178 | 9,718 | - | - | ||
| 25. PROVISIONS (NON-CURRENT) | |||||
| Employee entitlements | 554 | 422 | 93 | 71 | |
| (a) Aggregate employee entitlements liability | 3,036 | 2,629 | 399 | 270 | |
| (b) Number of full time employees at year end | 340 | 297 | 16 | 11 | |
| 26. CONTRIBUTED EQUITY | |||||
| (a) Issued and paid up capital | |||||
| Ordinary shares fully paid | 41,953 | 52,665 | 41,953 | 52,665 | |
| 41,953 | 52,665 | 41,953 | 52,665 |
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| (b) Movements in shares on issue | 2007 | 2006 | ||
|---|---|---|---|---|
| Numberof shares | $'000 | Numberof shares | $'000 | |
| Beginning of the financial year | 39,707,757 | 52,665 | 39,069,120 | 46,925 |
| Issued during the year | ||||
| ƒ Dividend reinvestment scheme | 299,128 | 3,531 | 322,037 | 4,305 |
| ƒ Employee share scheme | 164,867 | 1,288 | 316,600 | 1,435 |
| ƒ Share buy back | (1,432,705) (15,531) | - | - | |
| End of Financial year | 38,739,047 | 41,953 | 39,707,757 | 52,665 |
(c) Share Options
Employee share scheme
The company continued to offer employee participation in short-term and long-term incentive schemes as part of the remuneration packages for the employees of the companies. Both the short-term and long-term schemes involve payments up to an agreed proportion of the total fixed remuneration of the employee, with relevant proportions based on market-relativity of employees with equivalent responsibilities.
The employee is able to receive payments under the short-term incentive scheme based on the achievement of agreed business plans by the individual. This performance is measured and reported by a balanced scorecard approach.
The long-term scheme involves the issue of options to the employee, under the executive share option scheme. During or since the end of the financial year, 171,101 options (2006: 237,700 options) have been granted under this scheme (refer note 38 and Directors' Report for further details). The market value of ordinary Select Harvests Limited shares closed at $11.60 on 30 June 2007 ($13.02 on 30 June 2006).
(d) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $'000 | $'000 | $'000 | $'000 | ||
| 27. RESERVES AND RETAINED PROFITS | |||||
| Capital reserve | 27(a) | 3,270 | 3,270 | 3,270 | 3,270 |
| Cash flow hedge reserve | 27(a) | (137) | 1,258 | (137) | 512 |
| Interest rate swap reserve | 27(a) | - | - | - | - |
| Asset revaluation reserve | 27(a) | 7,645 | 7,645 | - | - |
| Options reserve | 27(a) | 495 | 518 | 495 | 518 |
| 11,273 | 12,691 | 3,628 | 4,300 | ||
| Retained profits | 27(c) | 42,278 | 36,125 | 1,092 | 955 |
| 30 JUNE 2007 | Notes | CONSOLIDATED ENTITY | PARENT ENTITY | |
|---|---|---|---|---|
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| (a) Movements | 2007 | 2006 | 2007 | 2006 | |
| Capital reserve | $'000 | $'000 | $'000 | $'000 | |
| Balance at beginning of year | 3,270 | 3,270 | 3,270 | 3,270 | |
| Surplus on Revaluation | - | - | - | - | |
| Balance at end of year | 3,270 | 3,270 | 3,270 | 3,270 | |
| Cash flow hedge reserve | |||||
| Balance at beginning of year | 1,258 | 2,633 | 512 | 2,633 | |
| Currency translation differences arising during | |||||
| the year | (1,395) | (1,375) | (649) | (2,121) | |
| Balance at end of year | (137) | 1,258 | (137) | 512 | |
| Interest rate swap reserve | |||||
| Balance at beginning of year | - | (15) | - | (15) | |
| Swap translation differences arising during the | |||||
| year | - | 15 | - | 15 | |
| Balance at end of year | - | - | - | - | |
| Asset revaluation reserve | |||||
| Balance at beginning of year | 7,645 | 7,645 | - | - | |
| Surplus on Revaluation | - | - | - | - | |
| Balance at end of year | 7,645 | 7,645 | - | - | |
| Options reserve | |||||
| Balance at beginning of year | 518 | 233 | 518 | 233 | |
| Option expense | 174 | 358 | 174 | 358 | |
| Transfer to share capital (options exercised) | (197) | (73) | (197) | (73) | |
| Balance at end of year | 495 | 518 | 495 | 518 |
(b) Nature and purpose of reserves
(i) Capital reserve
The capital reserve is used to isolate realised capital profits from disposal of non-current assets.
(ii) Asset revaluation reserve
The asset revaluation reserve is used to record increments and decrements in the value of non-current assets. The reserve can only be used to pay dividends in limited circumstances.
(iii) Share based payments reserve
The share based payments reserve is used to recognise the fair value of options issued but not exercised.
(iv) Cash flow hedge reserve
The cash flow hedge reserve is used to record gains or losses on foreign exchange contracts in a cash flow hedge that are recognised directly in equity.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Consolidated | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| (c) Retained profits | $'000 | $'000 | $'000 | $'000 |
| Balance at the beginning of year | 36,125 | 27,404 | 955 | (6,432) |
| Adjustment on adoption of AASB 132 and AASB | ||||
| 139, net of tax | - | - | - | 3 |
| Profit attributable to members of Select Harvests | ||||
| Limited | 28,098 | 30,801 | 22,082 | 29,464 |
| Total available for appropriation | 64,223 | 58,205 | 23,037 | 23,035 |
| Dividends paid | (21,945) | (22,080) | (21,945) | (22,080) |
| Balance at end of year | 42,278 | 36,125 | 1,092 | 955 |
| 28. RECONCILIATON OF THE NETPROFIT AFTER INCOME TAX TO THENET CASH FLOWS FROM OPERATINGACTIVITIES | ||||
| Net profit | 28,098 | 30,801 | 22,082 | 29,464 |
| Non-Cash Items | ||||
| Depreciation and amortisation | 3,802 | 3,571 | 291 | 230 |
| Almond stock fair value adjustment | 1,071 | 467 | - | - |
| Almond trees fair value adjustment | 92 | 85 | - | - |
| Net (profit)/loss on disposal of property, plant | ||||
| and equipment | 6 | 6 | - | 10 |
| Net (profit) on disposal of discontinuingoperation | - | (4,139) | - | (4,033) |
| Dividends received from controlled entities | - | - | (22,000) | (25,212) |
| Interest received | - | - | (1,247) | (516) |
| Management fees received | - | - | (4,554) | (3,398) |
| Changes in assets and liabilities | ||||
| (Increase)/decrease in trade receivables | (9,064) | 1,244 | - | - |
| (Increase)/decrease in inventory | (5,487) | 114 | - | - |
| (Increase)/decrease in receivables and other | ||||
| assets | (1,712) | 2,150 | 22,195 | (4,831) |
| (Decrease)/increase in trade and other creditors | 11,999 | 1,420 | 29 | (5,983) |
| (Decrease)/increase in income tax payable | 472 | (945) | 472 | (945) |
| (Decrease)/increase in deferred income tax | ||||
| liability(Increase)/decrease in deferred tax assets | 460(347) | (533)(68) | -(332) | (709)(223) |
| (Decrease)/increase in employee entitlements | 407 | 209 | 129 | 31 |
| Net cash flow from operating activities | 29,791 | 34,382 | 17,065 | (16,115) |
| (a) Reconciliation of cash | ||||
| Cash balance comprises: | ||||
| Cash at bank | 6,924 | 22,557 | 6,529 | 21,775 |
| Bank overdraft | (1,285) | (836) | (1,285) | (836) |
| Closing cash balance | 5,639 | 21,721 | 5,244 | 20,939 |
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(b) Acquisition of Entities and Businesses
There were no acquisitions of entities during the year.
During the 2006 year the consolidated entity paid $500,000 to the shareholders of Meriram Pty Ltd and Kibley Pty Ltd in relation to the achievement of the EBIT target for the financial year ended 30 June 2005.
Details of these transactions are:
| Consolidated | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| Purchase consideration | - | 500 | - | - |
| Cash consideration | - | 500 | - | - |
| Goodwill on consolidation | - | 500 | - | - |
| 29. EXPENDITURE COMMITMENTS | ||||
| Lease commitments – Group company aslessee | ||||
| Commitments in relation to leases contracted forat the reporting date but not recognised asliabilities, payable: | ||||
| Within one year | 8,801 | 6,202 | - | - |
| Later than one year but not later than five years | 33,005 | 23,130 | - | - |
| Later than five years | 36,461 | 14,917 | - | - |
| 78,267 | 44,249 | - | - | |
| (i) Operating leases (non-cancellable): | ||||
| Minimum lease payments | ||||
| ƒNot later than one year | 8,076 | 5,577 | - | - |
| ƒLater than one year and not later than | ||||
| five years | 29,544 | 19,857 | - | - |
| ƒLater than five years | 10,935 | 12,129 | - | - |
| ƒAggregate lease expenditure contractedfor at reporting date | 48,555 | 37,563 | - | - |
| Aggregate expenditure commitments comprise: | ||||
| Aggregate lease expenditure contracted for atreporting date | 48,555 | 37,563 | - | - |
The orchard leases are able to be renewed for a further 5 years. The company also has first right of refusal to purchase the properties in the event that the lessor wished to sell. Other leases within Select have renewal and first right of refusal clauses.
Operating lease payments are for rental of premises, farming and factory equipment.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| (ii) Finance leases: | $'000 | $'000 | $'000 | $'000 | |
| ƒNot later than one year | 133 | 149 | 24 | 24 | |
| ƒLater than one year and not later than | |||||
| five years | 260 | 384 | 60 | 83 | |
| ƒTotal minimum lease payments | 393 | 533 | 84 | 107 | |
| ƒFuture finance charges | (42) | (66) | (9) | (15) | |
| ƒLease liability | 351 | 467 | 75 | 92 | |
| - Current liability | 20 | 114 | 117 | 17 | 16 |
| - Non-current liability | 23 | 237 | 350 | 58 | 76 |
| 351 | 467 | 75 | 92 | ||
| Finance leases are for various items of plant & equipment | |||||
| (iii) Almond orchard leases: | |||||
| Minimum lease payments | |||||
| ƒNot later than one year | 1,662 | 625 | - | - | |
| ƒLater than one year and not later than | |||||
| five years | 9,403 | 3,273 | - | - | |
| ƒLater than five years | 55,570 | 2,788 | - | - | |
| ƒAggregate lease expenditure contracted | |||||
| for at reporting date | 66,635 | 6,686 | - | - | |
| Aggregate expenditure commitments comprise: | |||||
| Aggregate lease expenditure contracted for at | |||||
| reporting date | 66,635 | 6,686 | - | - |
The almond orchard leases comprises the lease of a 512 acre almond orchard and a 1,002 acre lease from Sandhurst Trustees Limited in which the consolidated entity has the right to harvest the almonds from the trees owned by the lessor for the term of the agreement. During the year ended 30 June 2007 the company took up the renewal clauses for an additional 10 years on the 512 acre orchard. Although the 1,002 acre lease agreement was entered into on Ju1y 1 2007 this has been disclosed as a lease commitment in the disclosure above.
30. EVENTS OCCURING AFTER BALANCE DATE
On 27 August 2007, the Directors declared a fully franked final dividend of 35 cents per ordinary share to be paid on Monday 1 October 2007 to shareholders registered at 5.00 pm on Friday 7 September 2007.
On 1 July 2007 a lease was entered into for the lease of a 1,002 acre almond orchard from Sandhurst Trustees Limited in which the consolidated entity has the right to harvest the almonds from the trees owned by the lessor for the term of the agreement. This lease has been disclosed as a lease commitment in note 29.
There has been no other matter or circumstance, which has arisen since 30 June 2007 that has significantly affected or may significantly affect:
- a) the operations, in financial years subsequent to 30 June 2007, of the consolidated entity, or
- b) the results of those operations, or
- c) the state of affairs, in financial years subsequent to 30 June 2007, of the consolidated entity.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| 31. EARNINGS PER SHARE | Consolidated | ||
|---|---|---|---|
| The following reflects the income and share data used in thecalculations of basic and diluted earnings per share: | 2007 | 2006 | |
| $'000 | $'000 | ||
| Profit from continuing operations | 28,098 | 26,492 | |
| Profit from discontinued operation | - | 4,309 | |
| Profit attributable to equity holders of the company used in | |||
| calculating basic earnings per share | 28,098 | 30,801 | |
| Diluted earnings per share: | |||
| Profit from continuing operations | 28,098 | 26,520 | |
| Profit from discontinued operation | - | 4,309 | |
| Profit attributable to equity holders of the company used in | |||
| calculating diluted earnings per share | 28,098 | 30,829 | |
| Number of shares | |||
| 2007 | 2006 | ||
| Weighted average number of ordinary shares used in | |||
| calculating basic earnings per share | 39,556,731 | 39,458,133 | |
| Effect of dilutive securities: | |||
| Share options | 121,994 | 126,363 | |
| Adjusted weighted average number of ordinary shares used in | |||
| calculating diluted earnings per share | 39,678,725 | 39,584,496 |
32. REMUNERATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL
Principles used to determine the nature and amount of remuneration
Remuneration levels are set to attract and retain appropriately qualified and experienced directors and key management personnel. The Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace. Remuneration packages include a mix of fixed remuneration, performance based remuneration, and equity based remuneration.
Executive directors and key management personnel may receive short term incentives based on achievement of specific business plans and performance indicators, which include financial and operational targets relevant to performance at the consolidated entity level, divisional level, or functional level, as applicable, for the financial year. In addition, the consolidated entity offers executive directors and key management personnel participation in the long-term incentive scheme involving the issue of options to the employee under the executive share option scheme. The executive share option scheme provides for the offer of a parcel of options to participating employees on an annual basis, with a three-year expiry period, exercisable at the market price set at the time the offer was made. The options are granted annually in three tranches on achievement of the performance hurdles.
Non-executive directors each receive a base fee of $50,000 per annum. The Chairman receives up to twice the base fee. Non-executive directors do not receive any performance related remuneration nor are they issued options on securities.
a) Directors
The following persons were directors of Select Harvests Limited during the financial year:
- (i) Chairman non-executive
- M A Fremder
- (ii) Executive director J Bird, Managing Director
- (iii) Non-executive directors
- C G Clark
- G F Dan O'Brien
- J C Leonard
- R M Herron
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(b) Other key management personnel
The following persons also had authority and responsibility for planning, directing, and controlling the continuing activities of the consolidated entity, directly or indirectly, during the financial year:
| NameK Bush | PositionGroup Manager Sales & Marketing | EmployerSelect Harvests Food Products Pty Ltd |
|---|---|---|
| K Martin | Group Operations Manager | Select Harvests Limited |
| T Millen | Group Horticultural & Farm Operations Manager | Kyndalyn Park Pty Ltd |
| L Van Driel | Group Trading Manager | Select Harvests Food Products Pty Ltd |
| R Palmaricciotti | Chief Financial Officer & Company Secretary | Select Harvests Limited |
All of the above persons were also key management persons during the year ended 30 June 2006, except for K Bush who commenced employment with the consolidated entity on 25 September 2006; R Palmaricciotti who commenced employment with the consolidated entity on 15 December 2006; and, K Martin who commenced employment with the consolidated entity on 16 January 2007. Marcello Mattia was a key management person in the year ended 30 June 2006 and ceased employment with the consolidated entity on 31 December 2006.
| (c) Key management personnel compensation | Consolidated | Parent Entity | ||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $ | $ | $ | $ | |
| Short term employment benefits | 1,854,293 | 2,323,092 | 1,273,792 | 1,366,049 |
| Post employment benefits | - | 179,980 | - | 89,633 |
| Share based payments | 158,591 | 145,313 | 132,809 | 106,785 |
| 2,012,884 | 2,648,385 | 1,406,601 | 1,562,467 |
The company has taken advantage of the relief provided by Corporations Regulations 2M.6.04 and has transferred the detailed remuneration disclosures to the Directors' report. The relevant information can be found in Sections A to C of the remuneration report on pages
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(d) Equity instrument disclosures relating to key management personnel
Number of options held by directors and key management personnel
The movement during the financial year in the number of options over ordinary shares in the company held, directly or indirectly, by each director and key management personnel is as follows:
| 2007 | Held at | Granted as | Exercised | Held at | Vested and |
|---|---|---|---|---|---|
| 1 July2006 | Remuneration | 30 June2007 | exercisable at30 June 2007 | ||
| Directors | |||||
| J Bird | 92,200 | 86,067 | 87,600 | 90,667 | 90,667 |
| Key Management Personnel | |||||
| K Bush (Group Manager Sales &Marketing) | - | - | - | - | - |
| K Martin (Group OperationsManager) | - | - | - | - | - |
| T Millen (Group Horticultural &Farm Operations Manager) | 5,600 | 7,333 | 5,400 | 7,533 | 7,533 |
| L Van Driel(Group TradingManager | 4,100 | 12,667 | 3,900 | 12,867 | 12,867 |
| R Palmaricciotti (Chief FinancialOffice and Company Secretary) | - | - | - | - | - |
| M Mattia (Chief financial officer& Company secretary) | 26,200 | 26,200 | - | - | |
| R. Tanti (Sales Manager – FoodProducts) | 7,400 | 13,867 | 21,267 | - | - |
| W Turner (General Manager –Almond Division) | 18,600 | 18,600 | - | - |
| 2006 | Held at | Granted as | Exercised | Held at | Vested and |
|---|---|---|---|---|---|
| 1 July2005 | Remuneration | 30 June2006 | exercisable at30 June 2006 | ||
| Directors | |||||
| J Bird | 132,800 | 114,800 | (155,400) | 92,200 | 92,200 |
| Key Management Personnel | |||||
| T Millen (Group HorticulturalFarm Operations Manager) | 9,200 | 7,500 | (11,100) | 5,600 | 5,600 |
| L Van Driel(Group TradingManager) | 11,200 | 15,300 | (22,400) | 4,100 | 4,100 |
| MMattia(ChiefFinancialOfficer & Company Secretary) | 8,800 | 19,500 | (28,300) | - | - |
| R. Tanti (Sales Manager – FoodProducts) | - | 7,400 | - | 7,400 | 7,400 |
| W Turner (General Manager –Almond Division) | 7,000 | 14,400 | (21,400) | - | - |
No options held by directors or key management personnel are vested but not exercisable
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
Number of shares held by directors and key management personnel
The movement during the financial year in the number of ordinary shares of the company held, directly or indirectly, by each director and key management personnel, including their personally related entities, is as follows:
| 2007 | Held at 1 July2006 | Received asremuneration | Received onexercise of | Other – DRP,sales & | Total |
|---|---|---|---|---|---|
| Directors - Non Executive | options | purchases | |||
| M A Fremder | 5,662,365 | - | - | 114,869 | 5,777,234 |
| J C Leonard | 455,932 | - | - | 28,865 | 484,797 |
| C G Clark | 23,892 | - | - | - | 23,892 |
| R M Herron | 5,000 | - | - | - | 5,000 |
| G F Dan O'Brien | 50,000 | - | - | 1,090 | 51,090 |
| Directors – Executive | |||||
| J Bird | 426,522 | 87,600 | 4,000 | 518,122 | |
| Key Management Personnel | |||||
| K Bush (Group Manager Sales & | - | - | - | - | - |
| Marketing) | |||||
| K Martin (Group Operations Manager) | - | - | - | - | - |
| T Millen (Group Horticultural & Farm | 34,044 | 5,400 | - | 39,444 | |
| Operations Manager) | |||||
| R Palmaricciotti (Chief Financial | - | - | - | - | - |
| Officer and Company Secretary) | |||||
| L Van Driel (Group Trading Manager) | 38,700 | 3,900 | 42,600 | - |
| 2006 | Held at 1 July2005 | Received asremuneration | Received onexercise of | Other – DRP,sales & | Total |
|---|---|---|---|---|---|
| Directors - Non Executive | options | purchases | |||
| M A Fremder | 5,598,352 | - | -64,013 | 5,662,365 | |
| J C Leonard | 413,091 | - | -42,841 | 455,932 | |
| C G Clark | 22,927 | - | -965 | 23,892 | |
| R M Herron | 5,000 | - | -- | 5,000 | |
| G F Dan O'Brien | 50,000 | - | -- | 50,000 | |
| Directors – Executive | |||||
| J Bird | 271,122 | -155,400 | - | 426,522 | |
| Key Management Personnel | |||||
| M Mattia (Chief Financial Officer & | 2,000 | -28,300 | - | 30,300 | |
| Company Secretary) | |||||
| M Ciobo (General Manager - | 35,728 | - | -- | 35,728 | |
| Meriram) | |||||
| W Turner (General manager – | - | -21,400 | - | 21,400 | |
| Almond Division) | |||||
| L Van Driel (Group Trading manager) | 20,500 | -22,400 | (4,200) | 38,700 | |
| T Millen (Group Horticultural & FarmOperations Manager) | 22,944 | -11,100 | - | 34,044 |
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(e) Other transactions with directors and key management personnel
Transactions with directors and key management personnel that require disclosure in accordance with AASB 124 for the year ended 30 June 2007 are detailed in note 34.
| Notes | Consolidated | Parent entity | |||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $ | $ | $ | $ | ||
| 33. REMUNERATION OF AUDITORS | |||||
| During the year the following fees were paid or payable forservices provided by the auditor of the parent entity, itsrelated practices and non-related audit firms: | |||||
| (a) Amounts received or due and receivable byPricewaterhouseCoopers for: | |||||
| ƒAn audit or review of the financial reportof the entity and any other entity in the | |||||
| consolidated entity | 154,632 | 110,000 | 154,632 | 110,000 | |
| ƒOther financial services | (a) | 30,140 | 29,225 | 30,140 | 29,225 |
| 184,772 | 139,225 | 184,772 | 139,225 |
(a) Amounts paid or payable to an auditor for non-audit services provided during the year by the auditor to any entity that is part of the consolidated entity for:
| PricewaterhouseCoopers: | ||||
|---|---|---|---|---|
| Taxation compliance and advice | 18,170 | 6,855 | 18,170 | 6,855 |
| Tax consolidation advice | - | - | - | - |
| IFRS advice | 10,000 | 10,000 | ||
| Sale of Pesticide products | - | 12,370 | - | 12,370 |
| Other | 11,970 | - | 11,970 | - |
| 30,140 | 29,225 | 30,140 | 29,225 |
34. RELATED PARTY DISCLOSURES
(a) Parent entity
The parent entity within the consolidated entity is Select Harvests Limited.
(b) Subsidiaries
Interests in subsidiaries are set out in note 37.
(c) Key management personnel
Disclosures relating to key management personnel are set out in note 32.
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
| Consolidated | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| (d) Wholly-owned group transactionsDividend revenue | ||||
| Subsidiaries | - | - | 22,000 | 25,212 |
| Interest income | ||||
| Subsidiaries | - | - | 1,029 | 956 |
| Tax consolidation legislation | ||||
| Current tax payable assumed from wholly-ownedtax consolidated entities | - | - | - | 2,090 |
| Other transactions | ||||
| Management fees | - | - | 4,554 | 3,398 |
Management fees are received by Select Harvests Limited from controlled entities under normal terms and conditions.
(e) Director-related entity transactions
Services
Select Harvests Limited has an Almond Orchard Management Agreement and a Land Lease agreement with Maxdy Nominees Pty Ltd, a company in which Mr M A Fremder is a director. Under the terms of the agreements, Select Harvests Limited has developed and continues to manage 300 acres of almond orchard on a fee basis for Maxdy Nominees Pty Ltd.
In addition, Select Harvests Limited will process and sell the entire production of the orchard for a 25 year period. The consolidated entity received an amount of $1,444,439 (2006: $996,691) during the financial year in relation to the above contract. The agreements are under normal terms and conditions no more favourable than those which it is reasonable to expect the entity would have adopted if dealing with the director or director-related entity at arms length in the same circumstances.
Select Harvests Limited also has an Almond Orchard Management Agreement with Almas Almonds Pty Ltd, a company which manages the Almas Almonds Partnership in which both Mr M A Fremder and Mr J C Leonard have an indirect interest. Under the terms of the agreement, Select Harvests Limited is developing and shall manage 1,753 acres of almond orchard on a fee basis for Almas Almonds Pty Ltd.
In addition, Select Harvests Limited will process and sell the entire production of the orchard for the entire 30-year life of the orchard. The consolidated entity received an amount of $4,119,581 (2006: $187,380) during the financial year in relation to the above contract. The agreements are under normal terms and conditions no more favourable than those which it is reasonable to expect the entity would have adopted if dealing with the director or director-related entity at arms length in the same circumstances.
A non-executive Director of the Company, Mr Dan O'Brien, acquired from Select Harvests, via an associated entity. $64,945 worth of Almond Hull suitable for livestock feed. This was purchased at market prices.
Notes continued
30 JUNE 2007 Notes CONSOLIDATED ENTITY PARENT ENTITY
(f) Outstanding balances
The following balances are outstanding at the reporting date in relation to transactions with related parties:
| Consolidated | Parent entity | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | |
| Non current receivables | ||||
| Subsidiaries | - | - | 51,063 | 36,256 |
| Non current payables | ||||
| Subsidiaries | - | - | 16,094 | 7,964 |
| (g) Loans to/from related partiesLoans to/from subsidiaries | ||||
| Beginning of the year | - | - | 28,292 | 30,703 |
| Loans advanced | - | - | 276,538 | 253,223 |
| Loan repayments received | - | - | (271,670) | (256,590) |
| Interest charged | - | - | 1,029 | 956 |
| Interest received | - | - | - | - |
| End of year | - | - | 34,159 | 28,292 |
Loans are made by Select Harvests Limited to controlled entities under normal terms and conditions.
Loans are made to Select Harvests Limited by controlled entities under normal terms and conditions.
35. SEGMENT INFORMATION
Segment products and locations
The consolidated entity has the following business segments:
- The food products division processes, markets, and distributes edible nuts, dried fruits, seeds, and a range of natural health foods.
- The almond operation comprises the growing, processing and sale of almonds to the food industry from company owned almond orchards; the sale of a range of management services to external owners of almond orchards, including orchard development, tree supply, farm management, land rental and, irrigation infrastructure; and the sale of almonds on behalf of external investors.
The consolidated entity operates predominantly within the geographical area of Australia.
30 JUNE 2007
| te 35: SfortionNoentInnt.egmmaco | Food P | roducts | AlmOpond | tioneras | ContinuTotal | ingOptioneras | Distinuedcon | Optioneras | Eliminations a | Condratrpoe | Conso | lidatitytedEn |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | |
| OptingReeravenue | (Referto N | 6)ote | ||||||||||
| Salf goods&icestotomes oservcuserssidethesolidated entiroutcony | $138,298 | $152,549 | $91,200 | $65,317 | $229,498 | $217,866 | $0 | $936 | $0 | $0 | $229,498 | $218,802 |
| Intet rersegmenvenue | $83 | $1,145 | $25,660 | $24,605 | $25,743 | $25,750 | $0 | $16 | (25,743) | (25,766) | $0 | $0 |
| Sale ofAlndstotommocuserssidethesolidated entitn behalfoutcony oof mgedhard o(Note (a))anaorcwners | $0 | $0 | $27,659 | $17,444 | $27,659 | $17,444 | $0 | $0 | $0 | $0 | $27,65 | $179,444 |
| Less Cof Almondssold by thostesolidated entitn behalf ofcony oed orchards (Note(a))managowner | $0 | $0 | -$45,767 | -$33,843 | -$45,767 | -$33,843 | $0 | $0 | $18,108 | $16,399 | -$27,659 | -$17,444 |
| Other revenue | $47 | $32 | $1,164 | $552 | $1,211 | $584 | $0 | $1 | $0 | $0 | $1,211 | $585 |
| allod reUncatevenue | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
| Total revenue | $138,428 | $153,726 | $99,916 | $74,075 | $238,344 | $227,801 | $0 | $953 | (7,635) | (9,367) | $230,709 | $219,387 |
| Opingfit before ieratnterestpro,d inal chartaxtern, anges | $7,422 | $9,212 | $36,827 | $32,075 | $44,249 | $41,287 | $0 | $4,356 | -$3,700 | -$2,918 | $40,54 | 9$42,725 |
| Segnt assetmes(excludinginty debts)er-compan | $70,638 | $71,324 | $85,771 | $64,230 | $156,409 | $135,554 | $0 | $0 | 3,744 | $16,322 | $160,153 | $151,876 |
| Segnt liabilitimees(excludinginty debts)er-compan | $9,022 | $13,478 | $48,555 | $35,385 | $57,577 | $48,863 | $0 | $0 | $7,072 | $1,211 | $64,64 | 9$50,074 |
| Acquisitionofntnon-current assetsegmes | $1,025 | $923 | $12,009 | $4,633 | $13,034 | $5,556 | $0 | $17 | $105 | $90 | $13,13 | $5,9663 |
| Depiatiandortisationofreconamnt assetsegmes | $1,434 | $1,586 | $2,093 | $1,743 | $3,527 | $3,329 | $0 | $37 | $275 | $220 | $3,802 | $3,586 |
| Profit ole of diinueduntn sascorations before taopex | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $4,139 | $0 | $0 | $0 | $4,139 |
Note 1 - The consolidated entity provides a range of management and other services to externally owned or third party orchards. In addition to these services, the consolidated entity sells the crop of almonds harvested from the orchards of the external owners. These almonds are sold by the consolidated entity on a pooled basis, the proceeds from which are distributed to the pool participants. The consolidated entity earns a marketing fee for providing this service. Segment revenues, expenses and results include transfers between segments. Such transfers are priced on an "arms-length" basis and are eliminated on consolidation.
30 JUNE 2007
36. INTEREST RATE RISK
(a) Interest rate risk
The consolidated entity's exposure to interest rate risks and the effective interest rates of financial assets and financial liabilities, both recognised and unrecognised at the balance date, are as follows:
| Fixed | intesterra | teatum | ininrg: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FinialInstrtsancumen | Floaintra | intestgerte | 1 year o | lesrs | Ov1 ter | 5 yoears | Mhae tor | 5 ynears | Nointn-bear | estering | Total cntamouasStatemeiniaFlanc | inarrygtheperfntoitionPos | Wighteeffecivetera | d averageintesterte |
| 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | % | % | |
| ()Fil aiiatsnancsse | ||||||||||||||
| hCas | 924 | 16,057 | 6,000 | 6,500 | - | - | - | - | - | 2 | 6,924 | 22,557 | 6.2 | 4.0 |
| ded oheivablesTrtaanr rece | - | - | -- | - | - | - | - | 33,459 | 24,442 | 33,459 | 24,442 | - | - | |
| Tolfinaial atatsncsse | 924 | 16,057 | 6,000 | 6,500 | - | - | - | - | 32,715 | 24,444 | 39,639 | 46,999 | ||
| ()lliabilitiiiFiianances | ||||||||||||||
| Bak odrft –USDnvera | 1,021 | 784 | - | - | - | - | - | 1,021 | 847 | 6.5 | 6.7 | |||
| Bak odrftAUDnvera- | 262 | 52 | - | - | - | - | - | - | - | 262 | 52 | 10.4 | 9.6 | |
| deditoTracrers | - | - | - | - | - | - | - | - | 7,899 | 8,668 | 7,899 | 8,668 | - | - |
| heditoOtr crers | - | - | - | - | 38,507 | 25,739 | 38,507 | 25,739 | - | - | ||||
| inalealiabilityFncese | - | 114 | 117 | 237 | 350 | - | - | - | - | 351 | 467 | 7.0 | 7.0 | |
| ighaFotractsren excnge con | 10035, | ()777 | - | - | - | - | - | - | -- | - | - | - | ||
| lfinaialliabilitiesTotanc | 16,286 | 59 | 114 | 117 | 237 | 350 | - | - | 46,500 | 34,407 | 48,134 | 35,710 |
Notes continued
30 JUNE 2007
37. CONTROLLED ENTITIES
| Country of Incorporation | Percentage Owned (%)2007 | 2006 | |
|---|---|---|---|
| Parent Entity: | |||
| Select Harvests Limited | Australia | 100 | 100 |
| Subsidiaries of Select Harvests Limited: | |||
| Allinga Farms Pty Ltd (Deregistered ) | Australia | - | 100 |
| Kyndalyn Park Pty Ltd | Australia | 100 | 100 |
| Select Home Garden Pty Ltd | Australia | - | 100 |
| (Deregistered 10 December 2006) | |||
| Select Harvests Food Products Pty Ltd* | Australia | 100 | 100 |
| Subsidiaries of Select Harvests Food Products Pty | |||
| Ltd*: | |||
| Meriram Pty Ltd | Australia | 100 | 100 |
| Kibley Pty Ltd | Australia | 100 | 100 |
| *Select Harvests Food Products Pty Ltd (Formerly Select Harvests Marketing Pty Ltd). |
(a) Controlled Entities Acquired
No controlled entities were acquired during the financial year ended 30 June 2007.
38.EMPLOYEE BENEFITS
Executive share option scheme
The consolidated entity has in place an executive share option scheme. The scheme provides for the board to offer to eligible employees a parcel of options, which will be granted for no consideration in three equal tranches over a period of approximately three years from the date of each result announcement to the ASX in each financial year.
Each option is convertible into one ordinary share. The exercise price of the options, determined in accordance with the rules of the scheme, is based on the weighted average price of the company's shares over the first 50 sales of shares in the ordinary course of trading on the stock market of the ASX immediately following the result announcement.
All options expire on the earlier of their expiry date or termination of the employee's employment. The granting of options is conditional upon the consolidated entity achieving growth of at least 10% in EPS in each financial year over the preceding financial year. Accordingly, the scheme does not represent remuneration for past services.
There are no voting or dividend rights attached to the options.
The assessed fair value at offer date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at offer date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
30 JUNE 2007
38. EMPLOYEE BENEFITS (cont'd)
Summary of options over unissued ordinary shares
Details of options over unissued ordinary shares at the beginning and ending of the reporting date and movements during the year are set out below:
| 2007 | f oiontr opsd of year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Grtandate | Exiseercdateonorftear | Exirypdate | ExiseercPrice | Nubefmr oionttops abeiningngf yoear | Opiontsdntgrae | Opiontslapdse | Opiontsisedexerc | OnIssue | Vedste | Prdsoceeivedrece | Nubemrf shaoresissdue | Fairluvaehapersre | Fairluvaeateaggreg |
| //27082004 | //27082004 | //01112006 | $5.60 | 31,000 | - | - | 31,000 | - | - | 173,600 | 31,000 | 7.82 | 242,420 |
| //24082005 | //24082005 | //01112006 | $5.60 | 31,000 | - | - | 31,000 | - | - | 173,600 | 31,000 | 11.70 | 362,700 |
| //28082006 | //28082006 | //01112006 | $5.60 | - | 52,600 | - | 52,600 | - | - | 294,560 | 52,600 | 13.15 | 691,690 |
| //24082005 | //24082005 | //20102007 | $7.78 | 47,300 | - | - | 7,400 | 39,900 | 39,900 | 57,572 | 7,400 | 11.70 | 86,580 |
| 28/08/2006 | 28/08/2006 | 20/10/2007 | $7.78 | - | 67,400 | - | 25,500 | 41,900 | 41,900 | 198,390 | 25,500 | 13.15 | 335,325 |
| 28/08/2006 | 28/08/2006 | 31/10/2008 | $11.05 | - | 51,101 | - | 17,367 | 33,734 | - | 191,905 | 17,367 | 13.15 | 228,376 |
| 2006 | Nubemr od oaten | f oiontpsf year | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Grtandate | iseExercdateonorftear | iryExpdate | iseExercPrice | Nubefmr oionttops abeiningngf yoear | ionOptsdntgrae | ionOptslapdse | ionOptsisedexerc | OnIssue | Vedste | Prdsoceeivedrece | Nubemrf shaoresissdue | irFaluvaehapersre | irFaluvaeateaggreg |
| //01092003 | //01092003 | //20102005 | $3.31 | 62,300 | - | - | 62,300 | - | - | 206,213 | 62,300 | $5.60 | 348,880 |
| //27082004 | //27082004 | //20102005 | $3.31 | 69,600 | - | - | 69,600 | - | - | 230,376 | 69,600 | $7.82 | 544,272 |
| //24082005 | //24082005 | //20102005 | $3.31 | - | 85,200 | - | 85,200 | - | - | 282,012 | 85,200 | $11.70 | 996,840 |
| //27082004 | //27082004 | //01112006 | $5.60 | 56,300 | - | - | 25,300 | 31,000 | 31,000 | 141,680 | 25,300 | $7.82 | 197,846 |
| //24082005 | //24082005 | //01112006 | $5.60 | - | 66,400 | - | 35,400 | 31,000 | 31,000 | 198,240 | 35,400 | $11.70 | 414,180 |
| 24/08/2005 | 24/08/2005 | 20/10/2007 | $7.78 | - | 86,100 | - | 38,800 | 47,300 | 47,300 | 301,864 | 38,8001 | $11.70 | 453,960 |
The fair value of shares issued as a result of exercising the options during the reporting period is the market price of the company's shares on the ASX as at the close of trading on the exercise date*.*
Notes continued
30 JUNE 2007
38. EMPLOYEE BENEFITS (cont'd)
The amounts recognised in the financial statements of the consolidated entity in relation to executive share options exercised during the financial year were:
| 2006 | 2006 | |
|---|---|---|
| $'000 | $'000 | |
| Issued and Paid up Capital | 1,090 | 1,360 |
(b) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows:
| Consolidated | Parent entity | ||||
|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | ||
| $'000 | $'000 | $'000 | $'000 | ||
| Options issued under employee option plan | 174 | 358 | 187 | 109 | |
| 174 | 358 | 187 | 109 |
39. CONTINGENT LIABILITIES
Cross guarantees given by the entities comprising the consolidated entity are detailed in note 23.
Directors' Declaration
In the directors' opinion:
(a) the financial statements and notes set out on pages 20 to 65 are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2007 and of their performance for the financial year ended on that date; and
- (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; and
- (c) the audited remuneration disclosures set out in the directors' report comply with Accounting Standards AASB 124 Related Party Disclosures and the Corporations Regulations 2001.
The directors have been given the declarations by the Managing Director and Chief Financial Officer required under section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
M A Fremder Chairman
Melbourne, 27 August 2007
PricewaterhouseCoopers ABN 52 780 433 757
Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website:www.pwc.com/au Telephone 61 3 8603 1000
Independent audit report to the members of Facsimile 61 3 8603 1999 Select Harvests Limited
Report on the financial report and the AASB 124 Remuneration disclosures contained in the directors' report
We have audited the accompanying financial report of Select Harvests Limited (the company), which comprises the balance sheet as at 30 June 2007, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors' declaration for both Select Harvests Limited and the Select Harvests Group (the consolidated entity). The consolidated entity comprises the company and the entities it controlled at the year's end or from time to time during the financial year.
We have also audited the remuneration disclosures contained in the directors' report. As permitted by the Corporations Regulations 2001, the company has disclosed information about the remuneration of directors and executives (remuneration disclosures), required by Accounting Standard AASB 124 Related Party Disclosures, under the heading "remuneration report" in pages 5 to 9 of the directors' report and not in the financial report.
Directors' responsibility for the financial report and the AASB 124 Remunerations disclosures contained in the directors' report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.
The directors of the company are also responsible for the remuneration disclosures contained in the directors' report.
Auditor's responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. Our responsibility is to also express an opinion on the remuneration disclosures contained in the directors' report based on our audit.
Independent audit report to the members of Select Harvests Limited
(continued)
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report and the remuneration disclosures contained in the directors' report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report and the remuneration disclosures contained in the directors' report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report and the remuneration disclosures contained in the directors' report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report and the remuneration disclosures contained in the directors' report.
Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.
For further explanation of an audit, visit our website http://www.pwc.com/au/financialstatementaudit.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Auditor's opinion on the financial report
In our opinion:
- (a) the financial report of Select Harvests Limited is in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2007 and of their performance for the year ended on that date; and
- (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001, and
- (b) the financial statements and financial report also comply with International Financial Reporting Standards as disclosed in Note 1.
Auditor's opinion on the AASB 124 Remuneration disclosures contained in the directors' report
In our opinion, the remuneration disclosures that are contained in pages 5 to 9 of the directors' report comply with Accounting Standard AASB 124.
PricewaterhouseCoopers
Andrew Mill Melbourne Partner 27 August 2007
ASX additional information
Additional information required by the Australian Stock Exchange Limited and not shown elsewhere in this report is as follows. The information is current as at 31 July 2007.
(a) Distribution of equity securities
The number of shareholders, by size of holding, in each class of share are:
| NUMBER OFORDINARY | NUMBER OFSHAREHOLDERS | NUMBER OFSHAREHOLDERS | NUMBER OFORDINARY | |
|---|---|---|---|---|
| SHARES | SHARES | |||
| 1 to 1,000 | 1,185 | |||
| 1,001 to 5,000 | 1,143 | The number of | ||
| 5,001 to 10,000 | 275 | shareholders holding | ||
| 10,001 to 100,000 | 269 | less than a | ||
| 100,001 and over | 40 | marketable parcel ofshares are: | 83 | 1,318 |
(b) Twenty largest shareholders
The names of the twenty largest holders of quoted shares are:
| LISTED ORDINARY SHARES | ||||
|---|---|---|---|---|
| NUMBER OFSHARES | PERCENTAGE OFORDINARY | |||
| 1 | Maxdy Nominees Pty Ltd | 5,777,234 | 14.9 | |
| 2 | Almonds Australia Pty Ltd | 4,500,000 | 11.6 | |
| 3 | HSBC Custody Nominees (Australia) Limited | 2,506,788 | 6.4 | |
| 4 | M F Custodians Ltd | 1,930,226 | 4.9 | |
| 5 | AMP Life Limited | 1,077,609 | 2.7 | |
| 6 | Thurston Investments Pty Ltd | 692,500 | 1.7 | |
| 7 | Invia Custodian Pty Ltd (Black A/C) | 687,838 | 1.7 | |
| 8 | National Nominees Limited | 675,419 | 1.7 | |
| 9 | Tom Hadley Enterprises Pty Ltd | 600,000 | 1.5 | |
| 10 | John Bird | 518,122 | 1.3 | |
| 11 | Ellise Investments Pty Ltd | 484,797 | 1.3 | |
| 12 | Mr Petrus Cornelius Nicolaas Middendorp | 460,767 | 1.1 | |
| 13 | Mid Manhattan Pty Ltd | 450,442 | 1.1 | |
| 14 | Longo Pty Ltd | 429,913 | 1.1 | |
| 15 | UBS Nominees Pty Ltd | 408,943 | 1.0 | |
| 16 | UBS Wealth Management Australia Nominees Pty Ltd | 363,477 | 0.9 | |
| 17 | Invia Custodia Pty Ltd (Wilson INVMT Fund Ltd A/C) | 343,241 | 0.8 | |
| 18 | Mirrabooka Investments Limited | 300,000 | 0.7 | |
| 19 | Mutual Trust Pty Ltd (Charles Baillieu A/C) | 300,000 | 0.7 | |
| 20 | Cogent Nominees Pty Ltd (SMP Accounts) | 228,010 | 0.5 |
(c) Substantial shareholders
The names of substantial shareholders are:
| NUMBER OF SHARES | |
|---|---|
| Maxdy Nominees Pty Ltd | 5,777,234 |
| Almonds Australia Pty Ltd | 4,500,000 |
| HSBC Custody Nominees (Australia) Limited | 2,506,788 |
(d) Voting rights
All ordinary shares (whether fully paid or not) carry one vote per share without restriction.
(e) The Company is listed on the Australian Stock Exchange. The home exchange is Melbourne.