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Annual Report 2012

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ASX: LCM
LogiCamms listed on the Australian Securities Exchange in December
2007 with 190 staff across two offices, and a strong track record in
providing electrical engineering, instrumentation and control systems
to mining, infrastructure and manufacturing sectors.
Following a period of strategic growth and development, LogiCamms
today has a workforce of 490 people across eight offices. The Company
provides multidiscipline engineering, project delivery and asset
management services to diverse markets from mining and hydrocarbons
to infrastructure and industries including phosphates and sugar.
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Performance Highlights 1 Our Business 2 Chairman’s Report 4

Managing Director’s Report 6 Strategy 10 Project Snapshot 8 Board and Management 12 Our Vision and Values 9

Performance Highlights

FY12 Highlights – Delivering on our Strategy

People, Health & Safety

LogiCamms initiated the implementation of its People and Culture strategy and bolstered the leadership group, including the appointment of Managing Director Steve Banning and key senior management appointments. Our workforce grew to meet a growing demand for our services. The Company’s health and safety performance was strong and the ‘Zero Harm’ philosophy remains at the forefront of our activities.

Profitability

The Company has built a strong platform for growth which is now delivering. Earnings before interest tax depreciation and amortisation (EBITDA) was $11.3 million, representing 9.2 per cent margin on revenue. Net profit after tax (NPAT) was $10.7 million up by 133 per cent on last financial year. This was ahead of the guidance provided to the market in May 2012.

Projects & Customers

LogiCamms expanded its profile of projects and industries and strengthened long term relationships with tier one customers. This was evidenced by new ongoing service agreements, significant contract awards and continued business from existing customers.

Pipeline & Order Book

The Company’s opportunity pipeline strengthened during the year, with a significant increase in tendering and negotiating activity. Increased rigour has been applied in assessing the certainty of our opportunity pipeline. LogiCamms’ work in hand/forward order book remains strong, and the Company is well positioned to capture a number of significant and long term project opportunities.

Positioning

LogiCamms is optimally positioned to achieve continued growth and capture market opportunities. The Company’s strategic focus, services and industry diversity, and quality of its customer base will underpin continued growth.

Revenue ($m)

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EBITDA ($m)
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NPAT ($m)
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7.0
CAGR CAGR CAGR 6.0
32% 67.0 21% 30%
42.5
3.6
3.9
42.1 0.3 3.1 0.4
27.3 55.3 56.1 3.2 4.5 4.3 3.0 4.2 4.7
3.4
2.1
20.7 28.7 2.6 2.5
23.9
1.6
1.2
10.6 0.8
FY08 FY09 FY10 FY11 FY12 FY08 FY09 FY10 FY11 FY12 FY08 FY09 FY10 FY11 FY12
1H 2H 1H 2H 1H 2H
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PROJECT PHASES SERVICES STAFF 490 E

Our Business

LogiCamms is an agile and scalable service provider. Our business model targets diversity in industries, capabilities and project types which optimally positions the Company for future growth.

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Workforce numbers
FY08 FY09 FY10 FY11 FY12
490
410
320
190 200
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PROJECT TYPES MARKETS CUSTOMERS
AD
PR
VA
OJECT D
NT
INFRASTRUCTURE
& INDUSTRY
AG
RIO TINTO
RIO TINTO IRON ORE
BHP BILLITON
BMA
FMG
ELIV
ES
ERYCA
GREENFIELD
PABILITY
XSTRATA
IDEMITSU
WESFARMERS
CURRAGH
A
S
S
E
T
M
A
N
A
HYDROCARBONS
G
E
M
E
N
T
CHEVRON
CONOCOPHILLIPSSANTOSOIL SEARCH
ORIGIN ENERGY
S
O
L
U
T
I
O
N
S
BP E
APA
QGCSEAGASWOODSIDE X
C
E
L
L
E
BROWNFIELD
N
C
E
MINING & MINERALS
I
N
H
S
ETSA E
LINC ENERGYUNITED GROUPWESTERN POWERTHIESS DEGREMONT
WATER CORPORATION
A
N
D
Q
U
A
L
I
T
Y
CEMENT BORAL
SUNSTATE SUCROGEN
INCITEC PIVOT
OuR BuSInESS
Mining & Minerals Hydrocarbons Infrastructure & Industry
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Chairman’s Report

I am delighted to report that 2012 has been a year in which LogiCamms continued to deliver on its strategy and achieved outstanding business performance.

Results

With a substantial increase in NPAT to $10.7 million for the period ending 30 June 2012, LogiCamms is well positioned for continued growth, profitability and returns.

This result represents EPS of 15.9 cents per share and can be attributed to the Company’s outstanding operational performance and strengthened risk management framework, but also featured research and development tax credits.

The Board has declared a full year fully franked dividend of 8.5 cents per share including final dividend of 5.0 cents per share, and up from 4.5 cents for the previous 12 months. The record date for the final dividend was 12 September 2012 and the payment date is 26 September 2012.

The Company’s balance sheet remains strong and we are in a solid position to fund growth in the future. With a net cash position of $16.4 million as at 30 June 2012, LogiCamms has significant funding capacity to pursue organic and inorganic investment aligned with the Company’s strategic objectives. Furthermore the Company recently increased its overall bonding capacity to $22.0 million in anticipation of an increase in project activity.

Capital management

As part of an ongoing capital management program, the Board announced a share buy-back of up to $2.0 million in issued capital over the 12 months commencing from 21 February 2012. The extent and timing of shares to be purchased under the announced buy-back will depend on market conditions. As at 30 July 2012, the Company has repurchased 262,000 shares.

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governance and risk management

The Board remains committed to a transparent, best practice approach to corporate governance and risk management. The Audit and Risk Committee worked to strengthen the Company’s risk management framework in line with the needs of the business, which included the introduction of a new Risk Management Policy and an enhanced Audit and Risk Committee Charter. A dedicated Projects Committee was also formed to complement the implementation of this framework. The core objectives of our risk management practices are to understand and manage the uncertainties on our business and also to enable potential gains from opportunities created through evaluation and management of risk considerations.

Board and management

Our Board of Directors continued to provide guidance and governance to the Company throughout the period. As part of LogiCamms’ Futurist Group initiative to support our emerging leaders and foster innovation, Non-Executive Director Peter Wall assumed an active mentoring role in addition to Board duties. I would like to thank all my Board colleagues for their contributions, and acknowledge former members David Humann, Chris Greig and Garry McGrechan, who all retired as Non-Executive Directors in the first half of the financial year.

In October 2011 we welcomed Steve Banning as Managing Director. After four years as Chief Executive Officer of Epic Energy, a wholly owned energy transmission business of the Hastings Diversified Utilities Fund (ASX:HDF), Steve has brought a high degree of professionalism, enthusiasm and knowledge to the Company. It is clear that Steve and his Executive Management team have an absolute commitment to delivering rewards for all stakeholders and to the ongoing development of the business.

4 LogiCamms’ Annual Review 2012

EPS (cents per share)

DPS (cents per share)

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15.9
12.6
11.7
8.5
7.6
6.25
5.5
4.5
FY09 FY10 FY11 FY12 FY09 FY10 FY11 FY12
EPS DPS
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Health and safety

LogiCamms’ pursuit of excellence in health and safety continued during the period, with our safety incident performance indicators well under industry averages. The ‘Zero Harm’ philosophy will remain at the heart of our operations and decisions, particularly as we take on more complex projects in diverse local and international locations.

Outlook

The Board and I remain confident of LogiCamms’ future growth prospects. The Company offers a compelling value proposition for customers, enabling the scalable application of multidiscipline

engineering capabilities across diverse industry sectors. I am confident that we will continue to build a strong position to capitalise on future opportunities and that earnings growth will continue.

Looking ahead we remain attentive to volatility in the global economic environment as well as uncertainty around our regulatory and political landscape. While these uncertainties can impact our customers’ commitment to advance investment, particularly into new (greenfield) assets, the Company’s strategy responds well to these challenges. Our controlled exposure to multiple industries, long term relationships, and value-add services such as asset management which can

embed the Company’s presence at existing (brownfield) sites, will underpin continued business performance.

I would like to thank Steve and the Executive Management team for a successful year and for their ongoing commitment to the Company. I also congratulate all LogiCamms’ personnel for their hard work, dedication and outstanding performance.

Peter Watson Non-Executive Chairman

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Employees at LogiCamms’ Brisbane office

Managing Director’s Report

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It is with great pleasure that I report on LogiCamms’ performance during 2012.

Financial performance

LogiCamms has achieved an increase in revenue of 26 per cent to $123.1 million. An outstanding operating result was achieved with the business delivering an EBITDA of $11.3 million, which represents 9.2 per cent margin on revenue, and is ahead of the guidance released in May 2012.

People

Our people remain at the core of our success. As part of the implementation of our People and Culture strategy, the Company invested in various internal programs, systems, and a robust on-boarding process to position our business as a long term employer of choice. Key initiatives included our Futurist Group program, as well as the expansion of our national Graduate Program which currently supports 30 young engineers. We continued detailed assessments of operational efficiencies to ensure the right people are applied to the right projects, and that access to ongoing opportunities, professional development, and challenges remains available.

During the year our dedicated recruitment team worked with the business to successfully attract the specialised skills, industry experience and relationships needed to support the Company’s strategic direction. This included making key leadership appointments for our operations in Western Australia and South Australia, which introduced a high level of industry experience and commercial acumen to lead those businesses forward.

In line with a repositioning of our business and a commitment to our people, LogiCamms improved and expanded its operating footprint. Our Perth office has commenced relocating to a new and larger space in the CBD, and in Adelaide we recently relocated to an enhanced office space also in the CBD. We also expanded our footprint in Whyalla, Mackay, and Brisbane.

Health and safety

Our health and safety systems in all major offices are now AS4801 accredited, and our Total Recordable Injury Frequency Rate (TRIFR) dropped by 25 per cent to 2.2 per 1 million hours worked. A comprehensive Emergency Response and Crisis Management plan is under development and due to be implemented in the first half of FY13. This plan will focus on responding actively and decisively to help protect the interests of the Company, its people and environments in which we operate.

Our business performance

A wide spectrum of our services have been engaged by customers during the period, highlighting the strength of our expanding multidiscipline offering.

Engineering

The Company executed a range of engineering projects during the year, of which the majority was with respect to existing (brownfield) assets or under long term services agreements. This was a key reflection of our pursuit of repeat business and of building long term customer relationships.

Our delivery of the process control system at the Victorian Desalination Plant, the largest engineering contract in hand, reached a milestone during the second half of the financial year as the project moved into the site commissioning phase, being delivered on a cost reimbursable basis. Over 105,000 man hours have been achieved on this project without incident.

During the year we expanded the breadth and depth of our engineering services. LogiCamms’ foundation capabilities were strengthened, and our people continued to develop market leading automation solutions for operating assets. The ongoing development of additional engineering disciplines accelerated, and LogiCamms now deliver a large number of multidiscipline engineering solutions across our project portfolio.

6 LogiCamms’ Annual Review 2012

markets and project activity

The markets in which we operate remained strong, with most of LogiCamms’ project activity seen within the mining and minerals and hydrocarbons sectors. LogiCamms’ strategy of achieving a balanced portfolio of services, industries and geographic locations will help to mitigate the impact of global economic volatility and the cyclical nature of resources industries.

The Company continued to support a large number of common use infrastructure projects around resources and energy facilities. This included projects such as the design and delivery of water treatment solutions at Coal Seam Gas (CSG) facilities in Queensland. The transferable nature of these services across industries supports our ability to access a diverse range of customers operating in multiple markets.

Demand for our services within niche ‘specialist’ industries also increased during the period. This activity centred around phosphates (fertilisers), sugar, and nitrates. LogiCamms’ market leading technical capabilities in these areas are recognised both domestically and internationally. With food security an ongoing global issue and LogiCamms’ unique credentials to assist customers in these areas, we are confident that strategic opportunities will materialise.

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Project Delivery

LogiCamms continued to safely and successfully deliver its existing project portfolio. The Company was awarded design contracts worth $8.3 million to upgrade electrical infrastructure at two Rio Tinto port facilities in Western Australia. The Company was also awarded an $8.5 million contract to upgrade the control system for the Coal Handling Preparation Plant at Stanwell Corporation’s Meandu mine in Queensland. Both of these projects were secured and commenced during the second half of the financial year.

asset management

Our asset management business continues to gain significant traction and provide pull through opportunities. In February 2012 we were awarded an $8.0 million contract to provide maintenance system support for the Chevron-operated Gorgon Liquefied Natural Gas (LNG) project. LogiCamms was also engaged to provide various operational readiness and operational excellence services for customers such as BMA, Wesfarmers Curragh, Oil Search, Newcrest and ConocoPhillips.

Competency Training

The Competency Training business continued to perform strongly and has expanded its offering to capture longer term market opportunities. With the ongoing skills shortage, the group’s core business of high-end technical training for operations was extended. This included the provision of fit-for-purpose competency training strategies, tactics and delivery for our customers – all of which are key enablers of successful start-up and operational programs. An area of growth for the training group has been within the emerging gas to LNG sectors, which is expected to continue.

International projects

During the year work volumes on international projects lifted. Most opportunities were derived from existing customer relationships and the work is largely being executed from our Australian offices.

This customer-sponsored international expansion spanned several geographic locations including South America, South East Asia, Europe and South Africa.

Organisational development

LogiCamms achieved a number of developmental milestones during the year. Following a period of investment into our internal systems and processes, particularly around risk management, quality management and project delivery, the Company is well positioned to realise key operational efficiencies. LogiCamms will develop and build on these business improvement initiatives in line with the requirements of our customers and projects.

Strategy and outlook

The outlook for LogiCamms remains positive. We are delivering on our strategy to position the Company as a market leader within mining and minerals, hydrocarbons, infrastructure and industries. At all levels we are committed to this growth strategy, delivered through a targeted business plan and underpinned by a commitment to our Vision and Values.

The business remains agile and vigilant in light of current global economic volatility and levelling in some segments of the resources sector. We believe that our strategic focus, services and industry diversity, and quality of our customer base will position us well to respond to dynamic market conditions.

Our annual performance is a strong indicator of the health of our business and I believe excellent foundations are in place to sustain year-on-year growth.

I would like to thank our Chairman, Peter Watson, and the Board for their governance and support throughout the year. I would like to also recognise and thank our people for their commitment to our customers, and for continuously upholding our core Values.

Steve Banning Managing Director

LogiCamms’ Executive Management team, from left: Steve Banning, Flora Furness, Karsten Guster, Matthew Adamo.

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Australia

International

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COMMITMENT TO PEOPLE TEAMWORK Can dO aPPrOaCH INTEGRITY DELIVERING QuALITY RESuLTS

Strategy

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Our Purpose

To be a market leader delivering outstanding customer solutions.

To achieve value for our customers, growth in profitability for our company, and opportunity and rewards for our staff and shareholders.

What we want to achieve

› Strengthen our core business streams of multidiscipline engineering, project delivery and asset management
› Increase penetration into long term growth markets of mining and minerals, hydrocarbons, infrastructure and industries
› Increase number and value of service contracts with tier one customers
› Focus on long term services agreements with key customers
› Develop centres of excellence and enhance national workshare
› leverage national capabilities to deliver market leading expertise to local customers
› Pursue partnership and investment opportunities that support expansion of capabilities and geographic footprint

10 LogiCamms’ Annual Review 2012

Roadmap

Future

Current

Markets

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Services and
Contracts
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People and
Organisation
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Risk Management
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How we will deliver

Implement business plan across core focus areas of:

› market and industry positioning
› Risk management
› Operational excellence
› People and culture strategy
› Organisational structure

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20%
30%
FY12
50%
Hydrocarbons Mining & Minerals
Infrastructure & Industries
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30% 30%
FY13+
40%
Hydrocarbons Mining & Minerals
Infrastructure & Industries
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› Leveraged foundation capabilities and existing relationships to access new opportunities › Enhanced direct relationships with tier one customers › Bolstered positioning in growth sectors › Increased market penetration in asset management service

› Long term customer relationships embedded

› Enhanced earnings in line with strategic expansion focus
› Continued value add to customers through asset management solutions
› Balanced portfolio of contracts, customers and services

› People and Culture strategy › Focus on talent management and development of people › National workshare solutions implemented › National systems and processes implemented

› People and Culture strategy embedded

› Ongoing workforce training and development including a formal Learning Management System
› Mentoring and development of future leaders and high performers
› Diversified technical and professional skill set

› Implementation of leadership initiatives such as the ‘Futurist’ program

› National workshare solutions embedded

› Strengthened strategy and risk management framework › Bolstered business systems and project delivery framework

› Strategy and risk management framework embedded
› Best in class framework for business systems and project delivery
› Operational efficiencies realised

Our competitive advantages

› People: Scalable workforce, high calibre leadership, customer focused culture
› Industry and geographic spread: Penetration across diverse growth markets, national operations with local delivery
› Multidiscipline engineering design: Technical excellence in detailed design, value oriented solutions, design for operations
› Project delivery capability: Flexible approach to service the small to medium project opportunities
› asset management solutions: ability to respond to customers’ objectives, enhancing asset performance and value
› Excellence in HSE and Quality: Zero Harm culture aligned with our customers, quality project delivery

11 11

Board and Management

Our Board and Management group brings together breadth and depth of leadership experience, commercial acumen and industry knowledge.

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Peter Watson non-Executive Chairman

Business leader with an accomplished career history in engineering, construction and services.

› Former CEO at Transfield Services (ASX:TSE)

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Steve Banning managing Director

Highly seasoned executive with a successful track record in resources and energy sectors.

› Former CEO at Epic Energy, owned by Hastings Diversified Utilities Fund (ASX:HDF)

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Peter Wall non-Executive Director

Senior management expertise and corporate governance specialist.

› Long standing tenure at S. Smith & Sons (The Yalumba Wine Company)
› Chairman, Regional Rail Link Victoria and AssetCo, and Director of Save the Children

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giles Everist non-Executive Director

Chartered Accountant and senior finance and management professional with extensive commercial expertise.

› Former CFO at Monadelphous Group › Chairman of Decmil Group (ASX:DGL)

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Karsten guster Strategy & Developments Director

International experience in resources and energy sectors. Responsible for strategy, industry groups, business development, asset management, mergers and acquisitions.

› Former GM of Global Strategy and Mergers & Acquisitions for WorleyParsons

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Damian Young non-Executive Director

Qualified engineer and management professional with decades of operational expertise.

› Former senior management tenures at Mobil Oil and Santos

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matthew adamo Chief Financial Officer

Chartered Accountant, corporate finance and risk management practitioner. Extensive business, commercial and financial management experience gained in Australia and overseas.

› Former senior roles with Ernst & Young and WorleyParsons

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Paul Bowker Company Secretary

Company Secretary and General Counsel with commercial, regulatory and compliance background in the UK and Australia.

› Former corporate lawyer at AGL Energy and Linklaters in London

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Flora Furness People & Culture Director

Organisational development specialist with a long career in strategic human resources and advisory roles.

› Former executive at ConocoPhillips and global service provider AMEC Minproc
› China and South America experience

More detailed information on the Board is available in the logiCamms 2012 Financial Report.

12 LogiCamms’ Annual Review 2012

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Financial Report 2012

1 Directors’ Report
23 Consolidated Statement of Financial Position
24 Consolidated Statement of Comprehensive Income
25 Consolidated Statement of Changes in Equity
26 Consolidated Statement of Cash Flows
27 Notes to the Financial Statements
55 Directors’ Declaration
56 Independent Auditor’s Report
58 Lead Auditor’s Independence Declaration 59 ASX Information

LogiCamms’ Financial Report 2012

Directors’ Report

Your directors present their report on LogiCamms Limited (“the Company”) and its controlled entities (“the Group”) for the financial year ended 30 June 2012.

The names of directors in office at any time during or since the end of the year were:

		Year of initial	Year last
Name	Position	Appointment	re-elected
Peter Watson	Non-executive Chairman	2011	–
Steve Banning	Managing Director	2011	–
Giles Everist	Non-executive Director	2011	–
Peter Wall	Non-executive Director	2007	2009
Damian Young	Non-executive Director	2009	–
David Humann	Non-executive Director	Resigned 10 November 2011
Gary McGrechan	Non-executive Director	Resigned 10 November 2011
Dr Chris Greig	Non-executive Director	Resigned 17 August 2011

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

The names of the Company Secretaries in office at any time during or since the end of the year were:

y Mr Paul Bowker (Appointed 18 July 2011)
y Mr Ian Hobson (Resigned 18 July 2011)

Principal activities

The Group is a provider of multidiscipline engineering, project management and asset management services to the mining and mineral, hydrocarbon, infrastructure and specialist industries.

These services are provided across Australia through State office locations in Brisbane, Perth, Adelaide and Melbourne, as well as through regional offices in Gladstone, Mackay, Whyalla and Newcastle, and overseas locations.

Operating results

The consolidated profit of the Group after providing for income tax amounted to $10.7 million.

A summary of the Group’s operating results for the year ending 30 June 2012 is below:

A summary of the Group’s operating results for the year ending 30 June 2012 is below:
	2012	2011
In thousands	$	$
Revenue	123,055	97,813
Profit before tax	10,992	4,391
Income tax benefit/(expense)	(303)	239
Profit for the year attributable to equity holders in the Company	10,689	4,630
Basic earnings per share (cents per share)	15.9	7.6
Diluted earnings per share (cents per share)	15.7	7.5

Directors’ Report

For the year ended 30 June 2012

Dividends paid or recommended

Dividends paid or declared by the Company to members since the end of the previous financial year were:

	Cents per	Total amount	Franked/
	share	$’000	unfranked	Date ofpayment
Declared and paid during the year 2012
Final ordinary for the year ended 30 June 2011	1.25	840	Franked	14 September 2011
Interim ordinary for the year ended 30 June 2012	3.50	2,367	Franked	22 March 2012

Franked dividends declared and paid during the year were franked at the rate of 30 per cent.

Declared after end of year

After the balance sheet date a dividend of 5.00 cents per share has been declared by the Directors, representing a total amount of $3,371 thousand. The financial effect of this dividend has not been brought to account in the financial statements for the year ended 30 June 2012 and will be recognised in subsequent financial reports.

Financial position

The net assets, including goodwill of $36.2 million, of the Group have increased to $68.6 million at 30 June 2012 from $62.1 million at 30 June 2011. This increase is primarily the net result of the profit after tax of $10.7 million for the 2012 financial year, dividends declared and paid during the year and shares bought back.

Significant changes in state of affairs

There were no significant changes in the state of affairs of the Company.

After balance date events

Since the end of the financial year, the directors are not aware of any matters or circumstances not otherwise dealt with in this report of the financial statements, that has significantly or may significantly affect the operations or state of affairs of the Group in future years.

Future developments

The Group will continue to pursue a strategy of expansion through organic growth and acquisitions that meet the Group’s strategic objectives.

Environmental regulation and performance

The Group’s operations are subject to both Commonwealth and State environmental legislation. The Group has appropriate environmental management systems in place to monitor and manage compliance with existing environmental regulations and new regulations as they come into force. LogiCamms has not been fined or prosecuted for any significant breaches of environmental regulations during the financial year.

The Australian Government’s Clean Energy Legislation introduced a carbon pricing mechanism effective from 1 July 2012. The carbon pricing mechanism requires companies with operations that emit greenhouse gas emissions above a certain level to purchase carbon emissions permits. LogiCamms is not directly liable to purchase emission permits at this time, however the situation will continue to be monitored.

2 LogiCamms’ Financial Report 2012

Information on Directors’

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Mr Peter Watson

Independent Non-Executive Director and Chairman Appointed 2 June 2011

Experience

Peter Watson has 25 years of international experience in the engineering, construction and services industries. As former Chief Executive Officer of Global Services Group, Transfield Services (ASX:TSE) from 1999 to 2009, Peter stewarded the company through its listing in 2001 and led its transformation from a local operator to a global business. Prior to his tenure as Chief Executive, Peter undertook a variety of project and management roles with Transfield Services and Transfield Construction.

Peter is Chairman of the Nomination and Remuneration Committee, a member of the Audit and Risk Committee and a member of the Projects Committee.

Peter served as Executive Chairman from 30 June 2011 until the appointment of Steve Banning as Managing Director on 10 November 2011, after which Peter resumed his role as Non-Executive Chairman.

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Mr Giles Everist

Independent Non-Executive Director Appointed 5 April 2011

Experience

Giles Everist is a Chartered Accountant and a member of the Institute of Chartered Accountants (England and Wales). Giles joined the Group in 2011 bringing over 20 years’ experience. He has held senior executive roles with Coopers and Lybrand, Rio Tinto, Fluor Australia, and more recently Monadelphous Group where he was Chief Financial Officer from 2003 to 2009, during which the company experienced significant growth and development. Since that tenure Giles has joined a number of Boards in the public, private and not for profit sectors including as Chairman of Decmil Group Limited, Surton Technologies and Perth Home Care Services.

Giles is a member of the Nomination & Remuneration Committee and Chair of the Audit and Risk Committee.

Current directorships held in other listed entities

y Chairman Decmil Group since December 2011 and Director since December 2009.

Current directorships held in other listed entities

y None

Directors’ Report

For the year ended 30 June 2012

Information on Directors’ (continued)

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Mr Peter Wall

Independent Non-Executive Director Appointed 8 October 2007

Experience

Peter has held a number of senior management positions and directorships with various companies in South Australia, predominantly with S. Smith & Son (The Yalumba Wine Company) for over 35 years.

Peter is a member of the Nomination & Remuneration Committee and a member of the Audit and Risk Committee.

Current directorships held in other listed entities

y None

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Mr Steve Banning

Managing Director Appointed 10 November 2011

Experience

Steve Banning has extensive experience across the resources and energy industry, most recently as Chief Executive Officer of Epic Energy from 2007 until 2011. In his role as CEO of Epic Energy, Steve led the business through a period of significant growth, particularly in the hydrocarbons sector. Prior to his role as CEO of Epic Energy, Steve held roles as General Manager Commercial of Epic Energy and Group Manager of Duke Energy.

Steve has a Bachelor of Science (Honours).

Directorships held in other listed entities

y None

Mr Damian Young

Independent Non-Executive Director Appointed 11 February 2009

Experience

Damian is a Chemical Engineer and has spent most of his working life in operational and management positions in the Oil & Gas industry. Damian holds Chemical Engineering and Commerce degrees and is a Fellow of the Institute of Engineers Australia.

Damian is a member of the Nomination & Remuneration Committee and Chairman of the Projects Committee.

Current directorships held in other listed entities

y None

4 LogiCamms’ Financial Report 2012

Mr David Humann

Independent Non-Executive Director

Appointed 26 October 2007, Resigned 10 November 2011

Experience

David Humann is a Chartered Accountant and Certified Practicing Accountant with 46 years international experience, predominantly with the accounting firm PriceWaterhouseCoopers. David was a member of the Nomination & Remuneration Committee and the Audit and Risk Committee.

Directorships held in other listed entities

y Chairman Mincor Limited (since November 2000)
y India Resources Ltd (2007–2008, rejoined in July 2010)

Information on Company Secretaries

Paul Bowker was appointed to the position of Company Secretary and General Counsel on 18 July 2011. Paul holds a Bachelor of Laws, Master of Laws, and Master of Applied Finance and Investment. Paul is a qualified Lawyer and a Member of the Law Society of NSW as well as the Australian Institute of Company Directors. Paul has a regulatory and compliance background gained from working in the government and corporate sectors in Perth, Sydney and London.

Ian Hobson resigned from the position as Company Secretary of the Company on 18 July 2011, having been appointed in October 2007. Ian holds a Bachelor of Business, is a Fellow Chartered Accountant and a Chartered Secretary.

y Chairman Advanced Braking Technology Ltd (since 2005)

Mr Garry McGrechan

Independent Non-Executive Director

Appointed 8 October 2007, Resigned 10 November 2011

Experience

Garry has over 25 years’ experience in the mining and materials handling industry working with blue chip clients throughout this time.

Directorships held in other listed entities

y None

Directors’ Report

For the year ended 30 June 2012

Directors’ meetings

The number of directors’ meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the financial year are:

Director	Board Meetings Audit & Risk Committee Meetings Nomination and Remuneration Committee Meetings Project Committee(i) Meetings
	A B A B A B A B
Peter Watson	11 11 4 4 2 2 3 3
David Humann(ii)	4 4 1 1 1 1 – –
Giles Everist	11 11 4 4 2 2 – –
Peter Wall	11 11 4 4 2 2 – –
Steve Banning(v)	8 8 3 3 2 2 3 3
Chris Greig(iv)	4 4 – – – – – –
Damian Young	11 11 – – 2 2 3 3
Garry McGrechan(iii)	3 4 – – – – – –

A – Number of meetings attended

B – Number of meetings held during the time the director held office during the year

(i) The Projects Committee was established in April 2012

(ii) David Humann resigned effective 10 November 2011

(iii) Gary McGrechan resigned effective 10 November 2011

(iv) Chris Greig resigned effective 17 August 2011

(v) Steve Banning was appointed effective 10 November 2011

Corporate governance statement

This statement outlines the main corporate governance practices in place throughout the financial year, which comply with the ASX Corporate Governance Council recommendations, unless otherwise stated.

Board of directors

Role of the board

The Board of Directors of the Company is responsible for the overall corporate governance of the Company and has adopted as a guiding principle that it act honestly, diligently and fairly in accordance with the law and in the interests of the Shareholders with a view to building sustainable value for them, the Company’s employees and other stakeholders in the Company.

The Board endorses the ASX Principles of Good Corporate Governance and Best Practice Recommendations (ASX Recommendations), and has adopted corporate governance charters and policies reflecting those recommendations to the extent appropriate having regard to the size and circumstances of the Company. The Company is committed to ensuring that its corporate governance systems maintain the Company’s focus on transparency, responsibility and accountability.

The Board has delegated responsibility for operation and administration of the Company to the Managing Director and executive management.

To assist in the execution of its responsibilities the Board has established an Audit and Risk Committee, a Nomination and Remuneration Committee and a Projects Committee. These committees have charters and operating procedures, which are reviewed on a regular basis.

Copies of the Company’s corporate governance policies are available on the Company’s website at www.logicamms.com.au.

6 LogiCamms’ Financial Report 2012

Board charter

The Board has adopted a Board Charter. Under the Board Charter, the Board’s role and responsibilities are consistent with those set out in the ASX Principles and include:

i. setting the strategic direction of the Company, establishing goals to ensure that these strategic objectives are met and monitoring the performance of management against these goals and objectives;
ii. ensuring there are adequate resources available to meet the Company’s objectives;
iii. appointing the Managing Director, evaluating the performance and determining the remuneration of senior executives, and ensuring that appropriate policies and procedures are in place for recruitment, training, remuneration and succession planning;
iv. evaluating the performance of the Board and its Directors on an annual basis;
v. determining remuneration levels of Directors;
vi. approving and monitoring financial reporting and capital management;
vii. approving and monitoring the progress of business objectives;
viii. ensuring that any necessary statutory licences are held and compliance measures are maintained to ensure compliance with the law and licence(s);
ix. ensuring that adequate risk management procedures exist and are being used;
x. ensuring that the Company has appropriate corporate governance structures in place, including standards of ethical behaviour and a culture of corporate and social responsibility;
xi. ensuring that the Board is, and remains, appropriately skilled to meet the changing needs of the Company;
xii. ensuring procedures are in place for ensuring the Company’s compliance with the law; and
xiii. financial and audit responsibilities, including the appointment of an external auditor and reviewing the financial statements, accounting policies and management processes.

The Managing Director is responsible to the Board for the day-to-day management of the Group.

Director independence

Currently four of the five Directors satisfy the criteria for independence as outlined in the ASX Recommendations.

The Board considers that the Chairman, Mr Peter Watson, is an independent director of the Company even though he served as Executive Chairman for just over four months in 2011 while the Board searched for a new Managing Director of the Company. Mr Watson performed this executive role temporarily for a relatively short period of time while the Company undertook the search process. Mr Watson was originally appointed as a non-executive director and the Board does not consider that Mr Watson was in an executive role for a sufficiently long period of time so as to prevent the exercise of impartial judgement by him since returning to his position as a non-executive director of the Company.

Director and executive education

The Company has a process to educate new Directors about the nature of the business, current issues, the corporate strategy, the culture and values of the Company, and the expectations of the Company concerning performance of Directors. In addition Directors are also educated regarding meeting arrangements and Director interaction with each other, senior executives and other stakeholders. Directors are given access to continuing education opportunities to update and enhance their skills and knowledge.

The Company also has a process to educate new senior executives upon taking such positions. The induction program includes reviewing the Company’s structure, strategy, operations, financial position and risk management policies. It also familiarises the individual with the respective rights, duties, responsibilities and roles of the individual and the Board.

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 chairperson, may seek independent professional advice from a suitably qualified adviser at the Company’s expense. The Director must consult with an adviser suitably qualified in the relevant field, and obtain the chairperson’s approval of the fee payable for the advice before proceeding with the consultation. A copy of the advice received by the Director is made available to all other members of the Board.

Chairperson

The Board has appointed an independent Chairperson, Mr Peter Watson. Peter was appointed as an independent Non-Executive Director responsible for the leadership and conduct of the Board. Peter acted in the role of Executive Chairman from 30 June 2011 to 10 November 2011 as an interim measure until the Company appointed Mr Steve Banning as the new Managing Director.

Directors’ Report

For the year ended 30 June 2012

Board of directors (continued)

Composition of the board

The Board of the Company currently comprises four Non-Executive Directors and one Executive Director as follows:

Non-Executive Directors

Peter Watson Giles Everist Peter Wall Damian Young

Executive Directors

Steve Banning

Peter Watson – refer comments above under the section “Director independence”.

As a team, the Board brings together a broad range of qualifications and a diversity of experience to provide strategic guidance for, and effective oversight of, management.

The Constitution requires a minimum number of three Directors. The maximum number of Directors is fixed by the Board but may not be more than 10, unless the members of the Company in general meeting resolve otherwise.

The relevant provisions in the Constitution and the Corporations Act determine the terms and conditions relating to the appointment and termination of Directors. All Non-Executive Directors, other than the Managing Director, are subject to re-election by rotation every three years.

Conflict of interest

In accordance with the Corporations Act and the Constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes a significant conflict exists, the Director concerned will not receive the relevant papers and will not be present at the Board meeting whilst the matter is being considered.

Independent professional advice and access to company information

If a Director considers it necessary to obtain independent professional advice to properly discharge the responsibility of his/her office as a Director then, subject to the approval of the Board to the incurrence of the expense, the Director has the right to seek that independent professional advice at the Company’s expense.

Audit and Risk Committee

The Board has established an Audit and Risk Committee, with responsibility for establishing and maintaining a framework of internal control and ethical standards. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators.

The external auditors, Managing Director and Chief Financial Officer are invited to Audit and Risk Committee meetings at the discretion of the committee.

The Committee comprises three Non-Executive Directors (Giles Everist as Chair, Peter Watson and Peter Wall).

The Board considers the composition of the Audit and Risk Committee satisfactory to properly discharge the duties of the Committee.

The Managing Director and the Chief Financial Officer declared in writing to the Board that the financial records of the Company for the financial year have been properly maintained, the Company’s financial reports for the financial year ended 30 June 2012 comply with accounting standards and present a true and fair view of the Company’s financial condition and operational results.

8 LogiCamms’ Financial Report 2012

Risk management

Oversight of the risk management system

The Group has a number of internal risk oversight and management policies and internal compliance and control systems, including the Company’s Risk Management Policy. The Risk Management Policy sets out the processes to understand and manage the uncertainties facing the Company in order to mitigate and limit loss and to also enable potential gains from opportunities created through an evaluation and management of risk considerations. To achieve these objectives, LogiCamms is committed to implementing and embedding the following within the Company:

y An effective Risk Management Framework consistent with ISO 31000:2009 for identifying, assessing and managing risks, in line with our risk appetite, in order to support the achievement of our business objectives.
y Compliance with applicable laws, regulations and governance standards in areas in which we operate.
y A standard approach to the management of risk and to the acceptable levels of risk throughout the business.
y Processes and systems to empower our staff to proactively identify and address risk issues and events.
y Identification, management and reporting on key business risks across the organisation.
y Providing risk management information and training programs.
y Developing measures to assess the effectiveness of risk management practices, monitoring performance and take steps to continuously improve.

The Managing Director and the Chief Financial Officer have stated to the Board in writing that for the year ended 30 June 2012:

i. the Group’s financial report is complete and presents a true and fair view, in all material respects, of the Group’s financial condition and operational results and are in accordance with the relevant accounting standards;
ii. the statement at (i) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and
iii. the Group’s risk management and internal compliance is operating efficiently and effectively in all material respects.

Risk profile, management and control

Risks identified by the Audit and Risk Committee or management are raised and discussed regularly at Board meetings with the aim of identification, assessment and appropriate management of those risks.

The Group’s risk profile is minimised by establishing practices such as;

i. capital and operational expenditure is approved via detailed budgets signed off by the Board with performance reviewed monthly, and forecasts revisited regularly;
ii. occupational health and safety standards are stringently managed throughout the business;
iii. business transactions are properly authorised and executed;
iv. attracting and retaining quality and ethical personnel through recruitment practices, training and annual performance reviews; and
v. consideration of environmental obligations and compliance.

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 Group. Every employee has a nominated supervisor to whom they may refer any issues arising from their employment.

Code of conduct

The Group has established a Code of Conduct which aims to develop a consistent understanding of, and approach to, the desired standards of conduct and behaviour of the Directors, officers, employees and consultants in carrying out their roles for the Group.

In summary, the Code requires that at all times all Group personnel act with the utmost integrity, objectivity and in compliance with the letter and spirit of the law and Group policies. The Directors are satisfied that the Group has complied with its policies.

Directors’ Report

For the year ended 30 June 2012

Risk management (continued)

Trading in Company securities by directors and employees

The Company has adopted a Share Trading Policy in order to ensure that the Company maintains investor confidence in the integrity of the Company’s internal controls and procedures and to provide guidance on avoiding any breach of the insider trading laws.

Under the policy, employees, including all Executive and Non-Executive Directors, are prohibited from trading in the Company’s securities, except during a trading window as notified by the Company Secretary following the public release by the Company to ASX of:

i. preliminary full year results;
ii. the annual report;
iii. half year results; and
iv. any prospectus.

Furthermore, an employee or Director who is in possession of price sensitive information, which is not generally available to the market, must not deal in the Company’s securities at any time, even during a trading window.

The Share Trading Policy provides that if a Director wishes to buy or sell Company securities, they are required to notify the Managing Director of their intention. In addition, any changes in a Director’s direct or indirect interest in Company securities must be immediately reported to the Company Secretary so that appropriate disclosure can be submitted to ASX within 5 business days.

Communication with shareholders

The Company, as a “disclosing entity” pursuant to section 111AR of the Corporations Act, complies with the continuous disclosure requirements of Chapter 3 of the ASX Listing Rules and section 674 of the Corporations Act. Subject to the exceptions contained in the Listing Rules, the Company discloses to the ASX any information concerning the Company which is not generally available and which a reasonable person would expect to have a material effect on the price or value of the shares.

The Company is committed to observing its disclosure obligations under the Corporations Act and its obligations under the Listing Rules. The Company has adopted a Continuous Disclosure Policy in relation to the information disclosures and relevant procedures. The Managing Director is responsible for the administration of the policy and coordinating education within the Company about its disclosure obligations.

The Company Secretary has been nominated as the person responsible for communications with the Australian Stock Exchange (ASX). This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX.

The Company’s objective is to actively communicate with its shareholders in order to meet the expectations of its shareholders and actively promote shareholder involvement in the Company.

The Company’s communications strategy promotes the communication of information to shareholders through the distribution of an annual report, half-year reports, and announcements through the ASX. All releases provided to ASX are posted on the Company’s website at www.logicamms.com.au.

The Board encourages the participation of shareholders at the Annual General Meeting to seek to ensure a high level of accountability and discussion in relation to the Company’s performance. Shareholders are encouraged to participate in the Annual General Meeting through asking questions and making comments. Executives of the Company, including the Managing Director and Chief Financial Officer on occasion meet with analysts and investors. Any presentations made are released to the ASX.

The external auditor attends the annual general meetings to answer questions concerning the conduct of the audit, the preparation and content of the auditor’s report, accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit.

Diversity

The Board is committed to putting in a policy in relation to diversity on the Board and in the Group’s senior executive and other positions ensuring appropriate gender, age, ethnic and cultural diversity. Due to historical factors, such as the size of the Company, scale of operations and availability of resources, a diversity policy has not previously been in place. However, it is intended that a diversity policy will be adopted that includes:

y a process to achieve the appropriate mix of skills and diversity in the Company;
y measurable objectives in relation to diversity; and
y appropriate representation of women employees in the Company, in senior executive positions and on the Board.

10 LogiCamms’ Financial Report 2012

Remuneration report - audited

This Remuneration Report outlines the Key Management Personnel (KMP) remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purpose of this report KMP of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any directors (whether executive or otherwise).

The report includes:

y an overview of the Company’s approach to executive reward;
y the governance of remuneration arrangements;
y the components of executive remuneration;
y the remuneration outcomes for the 2012 financial year and the links between remuneration and company performance;
y an overview of executive service agreements;
y remuneration for the 2012 financial year; and
y Non-Executive Director remuneration.

Overview of the Company’s approach to Management Reward

The Board has adopted a remuneration policy that takes into account the current size and nature of the Company’s operations.

Remuneration of KMPs is set at levels to reflect market conditions and encourage the continued services of KMP’s including by benchmarking KMP remuneration to determine where roles are currently positioned, reviewing base salary, short-term incentives and long-term incentives.

The Group’s remuneration strategy recognises and rewards performance in a way that is consistent with general practices in the markets in which the Group operates. The Group’s remuneration philosophy is focused on the following key principles:

y Alignment to sustainable long-term value creation
y Assist the attraction and retention of highly skilled employees
y Be competitive within the global markets in which the Group operates
y Alignment is best achieved through high levels of equity ownership
y Provide high rewards for true outperformance
y Simple and transparent remuneration framework
y Consistent remuneration framework across the organisation
y Strategically align talent and succession planning for future growth

Governance of remuneration arrangements

To determine the remuneration of its KMP the Company has a Nomination & Remuneration Committee. The Committee makes recommendations to the Board in relation to the remuneration of KMP’s, including the fixed and at risk components of remuneration, which currently includes STI and LTI Plans as further described below. Based on the information and recommendations provided by the Committee, the Board applies its discretion to determine remuneration, including any changes to fixed components of KMP remuneration as well as any awards under the STI and LTI Plans. The Committee assists the Board in establishing human resources and compensation policies and practices including the specific remuneration (including base pay, incentive payments, bonuses, equity awards, superannuation, retirement rights, termination payments and services contracts) of the Managing Director and other KMP. The proceedings of each Committee meeting are reported directly to the Board. The Remuneration Committee consists only of Non-Executive Directors.

LogiCamms engaged external consultants to assess the market competitiveness of remuneration in the 2012 financial year. The consultants engaged were Hay Group, with terms of reference to assess market data on remuneration for comparable companies and positions. Hay Group did not and was not engaged to provide a remuneration recommendation and, as such, no disclosures are required under the Corporations Act in relation to the role of Hay Group.

Directors’ Report

For the year ended 30 June 2012

Remuneration report - audited (continued)

2012 Key Management Remuneration Framework

During the year ended 30 June 2012 the Company refined its Key Management Remuneration Framework. This followed a comprehensive internal and external assessment in 2011 of our remuneration practices, including the commissioning of a review of our remuneration framework by external advisors.

The primary objective of LogiCamms’ management remuneration strategy is creating a framework that supports sustainable growth over the long term, recognising that this is in the interest of all stakeholders. This framework seeks to reward, retain, and motivate senior executives in a manner aligned with shareholders.

LogiCamms 2012 financial year saw earnings improvements in the business compared to the 2011 financial year. For the 2012 financial year, Earnings Per Share (EPS) was 15.9 and Total Shareholder Return (TSR) was 16.75. Under the Key Management Remuneration Framework the STI and LTI outcomes for 2012 were as follows:

Incentive Remuneration Outcomes

Short Term	STI payout for KMP was 100% of the target opportunity due to the achievement of Company and
Incentive Outcomes	individual performance measures. The STI payout will be in the form of cash being payable in
	September 2012.
Long Term	For 2012 there were 4 participants in the LTI, being those current KMP’s listed below. They have been
Incentive Outcomes	awarded the Performance Rights and Share Appreciation Rights set out in the table on page 18–19.

This Report specifically sets out remuneration information for the key people who can directly influence the long term strategic direction of the Company and had the authority for planning, directing and controlling the affairs of the Group during the financial year ended 30 June 2012. They include the Managing Director and other key executives (collectively, KMP) and Non Executive Directors, of the Company as set out below.

Name	Title
Non-Executive Directors
Peter Watson	Chairman
Giles Everist	Director
Peter Wall	Director
Damian Young	Director
KMP
Steve Banning	Managing Director
Matthew Adamo	Chief Financial Officer
Karsten Guster	Strategy & Developments Director
Flora Furness	People & Culture Director

Components of Remuneration

Remuneration and other terms of employment for the Managing Director and other KMP are formalised in Executive Service Agreements and incentive plans. The total remuneration packages for these KMP contain:

y A fixed component – Base salary including superannuation. This is expressed as a specific amount that the executive may take in a form agreed with the Company and is determined based on market reference, the scope and nature of the individual’s role, their performance and experience.
y At risk components – The Board considers that the financial and operational performance and prospects of the Company are strongly linked to creating shareholder wealth. Accordingly, the Board has put in place at-risk components to remuneration based on success in delivering on pre-defined targets. At-risk components are in the form of:
y Short Term Incentive (STI) – payable in cash. Outcomes are based on LogiCamms financial and operational performance over the financial period, in addition to individual performance measures; and
y Long Term Incentives (LTI) – includes the issue of Performance Rights and Share Appreciation Rights that are subject to the satisfaction of performance hurdles. These LTI instruments are issued for the purposes of aligning their interests with those of shareholders by rewarding long term sustainable shareholder value creation. LTI outcomes are based on TSR and EPS growth targets.

12 LogiCamms’ Financial Report 2012

Fixed Remuneration

The fixed remuneration component of staff salaries includes a base salary and superannuation. Fixed remuneration may be allocated at the executive’s discretion to cash, superannuation (subject to legislative minimum), motor vehicles and certain other benefits. The fixed remuneration component is determined based on the scope and nature of the individual’s role, their performance and experience. In financial year 2012, LogiCamms engaged external consultants to enable the Company to assess the market competitiveness of remuneration within the business, including the fixed remuneration levels. LogiCamms sets the fixed remuneration based on the assessment of market data of external consultants as well as through the Company’s internal metrics and data.

KMP’s may choose to receive remuneration by way of salary sacrifice, such as motor vehicles and superannuation.

Short Term Incentive (STI)

Under the terms of the STI, each participant has an annual target STI award based on a percentage of base salary for the year. Payment of the individual’s target STI is dependent on performance against the following key performance drivers:

y Financial and Operational Performance
y Safety
y People Management
y Cash Management
y Customer Feedback
y Individual Performance

These non-financial performance measures were chosen in order to drive leadership performance and behaviours consistent with achieving the Group’s objectives in areas including safety, succession planning and talent management.

For Financial Year 2012, KMP had a maximum STI opportunity ranging from 30% to 35% of their fixed remuneration where targets are met. However, if the threshold performance for a measure is not met, the payment may be reduced.

The STI payment is subject to the participant being employed with the Company at the time the STI is due to be paid.

STI awards are determined after a review of performance against the key performance drivers by the Board at the end of the financial year.

Long Term Incentive (LTI)

For 2012 financial year, there were 4 participants in the LTI Plan, being each of the current KMP listed above. LTI awards were split into an issue of Performance Rights and Share Appreciation Rights (SARs).

y 50% of the award was granted as Performance Rights. Each Performance Right represents a right to be issued one share at a future point in time at a nil exercise price.
y 50% of the award was granted as SARs. Each SAR represents a right to receive a payment equal to the positive difference between the share price at the allocation date during the year and the share price at the vesting date in the future. The total value of all SARs on the vesting date will be settled via the provision of shares of an equivalent value. SARs only reward share price growth and only payout for the increase in value over the starting share price.

Each of the Performance Rights and SARs granted under the LTI Plan are subject to performance hurdles. The hurdles used to determine performance are Relative Total Shareholder Return (Relative TSR) and Absolute EPS growth (Absolute EPS):

y 50% of the granted Performance Rights and SARs are subject to the Relative TSR measured against the S&P Small Ordinaries Index over the performance period.
y 50% of the granted Performance Rights and SARs are subject to the Absolute EPS compound growth of 10% per annum over the performance period.

Performance measures for the Relative TSR based award and the Absolute EPS based award are mutually exclusive, meaning that if one hurdle is not met, there is still the ability to earn under the other hurdle. The Board tests the TSR and EPS performance measures upon finalisation of the annual accounts.

Directors’ Report

For the year ended 30 June 2012

Remuneration report - audited (continued)

The vesting criteria with respect to the 2012 LTI are included in the table below.

VestingCriteria	Detail
Performance Period	The performance period with respect to the 2012 LTI awards is 2 years, from 1 July 2011 to 30 June
	2013. Vesting of the LTI will then be subject to an additional 1 year service requirement. As such no
	vesting of the FY12 grants will occur until 30 June 2014.
	The 2 year performance period is a transitionary arrangement, given that Financial Year 2012 is the
	first year of the scheme. It is anticipated that subsequent awards under the LTI Plan will include a
	3 year performance condition.
Thresholds for Relative TSR	For those Performance Rights and SARs subject to Relative TSR performance vesting will occur
	based on the percentile ranking of the Company’s Total Shareholder Return against all companies
	included in the S&P Small Ordinaries Index for the relevant performance period as follows:
	y Below 50th percentile, no vesting
	y Between 50th and 75th percentile, pro rata vesting between 50 – 100%
	y Equal or greater than 75th percentile, 100% vesting
Threshold for Absolute EPS	For those Performance Rights and SARs subject to Absolute EPS performance vesting will occur
	based on the EPS compound annual growth rate achieved over the performance period. The
	Absolute EPS target of 10% compound growth per annum, off a base of 8.5 cps, must be achieved
	for vesting to occur. If EPS growth is below 10% per annum then no vesting will occur.
Retesting	No retesting will be permitted for either Relative TSR or Absolute EPS.

If a change of control of the Company occurs all Performance Rights will be subject to accelerated vesting on a pro rata basis with respect to the time elapsed since issue.

On cessation of employment unvested Performance Rights will lapse unless the Board allows them to vest in circumstances of total and permanent disability, death or other circumstances determined by the Board.

Total Shareholder Return (TSR)

TSR measures the performance of an ordinary LogiCamms Limited share (including any cash dividends and other shareholder benefits paid during the period) relative to the other companies in the S&P Small Ordinaries Index over the performance period. The Board believes that TSR is an appropriate performance hurdle because it is aligned with long term value creation for shareholders. The TSR measures the return received by shareholders from holding shares in the Company over the performance period. Achievement of the Relative TSR target will reward senior executives when the Company outperforms comparable companies.

Earnings Per Share (EPS)

EPS measures the profit attributable to shareholders per issued share. Compound annual growth in Absolute EPS growth equal to or greater than 10% over the performance period is required for the relevant threshold under the LTI to be met. Absolute EPS growth is a forward looking performance measure that drives continued and sustainable growth.

Other terms

The LTI dollar value determined for each executive is calculated based on a percentage of the executive’s annual fixed remuneration and for the KMP ranges from 40% to 50%. This level of LTI is in line with current market practice. The number of Performance Rights and SARs awarded to each executive is calculated by dividing the LTI dollar value by the estimated fair value of the Performance Right or SARs, as the case may be. The Company engaged PriceWaterhouseCoopers to determine a fair value for the Performance Rights and SARs in relation to the 2012 awards.

Performance Right and SARs granted under the LTI Plans carry no voting or dividend entitlements. Currently, based on the number of Performance Rights and SARs issued and held pursuant to the STI and LTI Plans and having regard to the share price as at 30 June 2012 should all of these securities convert to shares this would represent 1.0% of the Company’s issued share capital.

14 LogiCamms’ Financial Report 2012

Proportions of fixed and at risk remuneration

The table below also set out LogiCamms’ target mix of fixed and at risk (STI & LTI) components for each of the KMP as a percentage of total remuneration:

Name	Title	Fixed Remuneration	STI	LTI
Steve Banning	Managing Director	54%	19%	27%
Matthew Adamo	Chief Financial Officer	59%	18%	23%
Karsten Guster	Strategy & Developments Director	59%	18%	23%
Flora Furness	People & Culture Director	59%	18%	23%

The outcome of the STI and LTI awards for the KMP for 2012 were as follows:

Awards under the 2012 Incentive Plans and the Links to Company Performance

The 2012 financial year for LogiCamms saw financial performance improve significantly on the 2011 financial year. The budgets that were set by the Board for the 2012 financial year were exceeded in aggregate for the business. As a result of the financial performance of the Company and the achievement of targets set by the Board, the incentive plans were paid out at target levels to the KMP’s.

As 2012 is the first year that the STI and LTI incentive plans have been put in place, there is no historical comparison data on the payout levels against previous years.

2012 Short Term Incentive Awards

The table below sets out the STI awards payable in cash to KMP’s under the STI Plan for Financial Year 2012.

			Percentage
			of Target
Name	KeyManagement Personnel Title	STI Award	Award Achieved
Steve Banning(i)	Managing Director	$88,000	100%
Matthew Adamo	Chief Financial Officer	$107,000	100%
Karsten Guster	Strategy & Developments Director	$112,000	100%
Flora Furness(ii)	People & Culture Director	$51,000	100%

(i) Steve Banning’s STI Award is pro rata based on commencement under the plan on 1 November 2011.

(ii) Flora Furness’ STI Award is pro rata based on commencement under the plan on 1 January 2012.

2012 Long Term Incentive Awards

The table below sets out the Performance Rights and Share Appreciation Rights awarded under the LTI Plan for the 2012 Financial Year. These Performance Rights and SARs were awarded on 20 February 2012.

		Performance	Fair Value at		Fair Value at
Name	KeyManagement Personnel Title	Rights Awarded(#)	Grantper right	SARs Awarded(#)	Grantper SAR
Steve Banning(iii)	Managing Director	249,014	$0.595	825,065	$0.165
Matthew Adamo	Chief Financial Officer	145,443	$0.595	481,901	$0.165
Karsten Guster	Strategy & Developments Director	152,228	$0.595	504,379	$0.165
Flora Furness	People & Culture Director	54,877	$0.595	181,826	$0.165

(iii) Subject to shareholder approval, fair value estimate used.

No amount is payable by KMP for the award of the Performance Rights or SARs.

Directors’ Report

For the year ended 30 June 2012

Remuneration report - audited (continued)

Consequences of performance on shareholder wealth

In considering the Group’s performance and benefits for shareholder wealth, the Nominations and Remuneration Committee have had regard to a number of factors including profit (as determined under Australian Accounting Standards), dividends, return on equity and the performance of the share price.

In considering the Group’s performance and benefits for shareholder wealth, the Remuneration Committee has regard to the following indices in respect of the current financial year and the previous four financial years.

	2012	2011	2010	2009	2008
Profit attributable to owners of the Company (‘000’s)	$10,689	$4,630	$5,579	$4,592	$2,915
Dividends paid (‘000’s)	$3,208	$4,066	$2,921	$1,998	$1,613
Change in share price	$0.08	$0.14	$0.29	-$0.38	-$0.05(A)
Return on equity	15.6%	7.4%	10.6%	14.9%	10.5%

(A) The share price movement is from 30 June to 30 June the following year, except for 2008 in which the starting share price is on the date of ASX listing of the Company, being 4 December 2007.

Profit is considered as one of the financial performance targets in setting the STI. Profit amounts for 2008 to 2012 have been calculated in accordance with Australian Accounting Standards (AASBs).

The overall level of Key Management Personnel compensation takes into account these and other factors in assessing the performance of the Group and KMP over a number of years. When comparing financial year 2012 to financial year 2011, which are the most relevant years to the current set of KMP and given the current incentive scheme commenced in financial year 2012, the Group’s profit from ordinary activities after tax has grown by 131%. During the same period, total KMP compensation has decreased by 14%.

Overview of the Company’s Service Contracts with Key Management Personnel

It is the Company’s policy that service contracts for KMP excluding the Managing Director, are unlimited in term but capable of termination on 3 months’ notice. The Company retains the right to terminate a KMP contract immediately by making payment of between 3 and 12 months’ pay in lieu of notice. The KMP are also entitled to receive on termination of employment their statutory entitlements of accrued annual and long service leave, together with any superannuation benefits.

The KMP have no entitlement to termination payment in the event of removal for misconduct.

Overview of the Company’s service contracts with KMP

Mr Banning’s employment is for a fixed initial term of 3 years ending on 18 October 2014 (End Date). After the End Date Mr Banning’s employment may continue unless terminated beforehand. Before the End Date, LogiCamms may terminate Mr Banning’s employment by giving 12 months’ notice or a lesser period of time by making a payment in lieu of notice for the difference between that amount of time and 12 months. After the End Date, LogiCamms may terminate Mr Banning’s employment by giving 6 months’ notice or a lesser period of time by making a payment in lieu of notice for the difference between that amount of time and 6 months. On termination with notice by LogiCamms, Mr Banning will be entitled to:

a. payment of accrued but untaken annual leave;
b. the total incentive for target performance under the STI and LTI, pro rata for the period of notice given by the Company; and
c. subject to applicable performance hurdles being met, all shares to which Mr Banning is entitled under the STI and LTI (such shares will vest within three months of termination).

Before the End Date, Mr Banning may terminate his employment by notice to LogiCamms if LogiCamms commits a material breach of the Services Agreement and fails to remedy the breach within 10 Business Days of receiving notice of it, or if his role and duties are materially reduced at the instigation of the Board by comparison to his role and duties as contemplated under the Service Agreement. If the employment is terminated by Mr Banning on either of these grounds, then Mr Banning will be entitled to 6 months’ remuneration on termination. After the End Date, Mr Banning may terminate his employment by giving 6 months’ notice to LogiCamms. On termination by Mr Banning, Mr Banning will be entitled to:

a. payment of accrued but untaken annual leave;
b. the total incentive for target performance under the STI and LTI, pro rata for the period of notice given by the Company; and
c. all Shares to which Mr Banning is entitled under the STI and LTI (such Shares will vest within three months of termination).

16 LogiCamms’ Financial Report 2012

LogiCamms may terminate Mr Banning’s employment without notice in the case of misconduct and in certain other circumstances. In this event, Mr Banning will not be entitled to any payment or award under the Company’s incentive plans, but will be entitled to payment in lieu of accrued but untaken annual leave.

Non-executive director remuneration

Remuneration Policy

The Board seeks to set aggregate remuneration of non-executive directors at a level that provides the Group with the ability to attract and retain directors of appropriate calibre, whilst incurring a cost that is acceptable to shareholders.

The amount of aggregate remuneration sought to be approved by shareholders and the fee structure is reviewed annually against fees paid to non-executive directors (NEDs) of comparable companies.

The Company’s constitution and the ASX listing rules specify that the NED fee pool shall be determined from time to time by a general meeting. The latest determination by shareholders approved an aggregate fee pool of up to $400,000 with such fees to be allocated to the Directors as the Board of Directors may determine.

Structure

The remuneration of NEDs consists of directors’ fees and committee fees. NEDs do not receive retirement benefits.

Each NED, except the Board Chairman and Mr Giles Everist received a base fee of $45,000 inclusive of superannuation for being a director of the Group. The Board Chairman, Mr Peter Watson received a base fee of $140,000 inclusive of superannuation for the period, share based payments of $30,676 in addition to $48,000 for serving as Executive Chairman from 1 July 2011 until 10 November 2011. Mr Giles Everist received a base fee of $75,000 inclusive of superannuation.

An additional fee may be payable for a director (except for the Board Chairman) who is a chair of a Board committee. The payment of additional fees for serving on a committee recognises the additional time commitment required by NEDs who serve on sub-committees. No additional fees were paid for serving on a committee in the 2012 financial year. NEDs do not participate in the Company’s STI or LTI plans.

Directors’ Report

For the year ended 30 June 2012

Short-term Post- employment Other long term(A) Share-based payments in AUD Salary & fees $ STI cash bonus $ Non- monetary benefits $ Total $ Super- annuation benefits $ $ Termination benefits $ Options and rights $ Total $ Proportion of remuneration performance related % Value of options and rights as proportion of remuneration %	Directors	Non-executive directors	2012 75,000 – 1,749 76,749 – – – – 76,749 – – Giles Everist 2011 18,750 – – 18,750 – – – – 18,750 – –	2012 41,284 – 1,749 43,033 3,716 – – – 46,749 – – Peter Wall 2011 41,284 – – 41,284 3,716 – – 235 45,235 – 0.5%	2012 41,284 – 1,749 43,033 3,716 – – 9,732 56,481 – 17.2% Damian Young 2011 41,479 – – 41,479 3,733 – – 8,932 54,144 – 16.5%	David Humann (resigned 10 November 2011) 2012 27,000 – 1,749 28,749 – – – – 28,749 – – 2011 112,200 – – 112,200 – – – 235 112,435 – 0.2%	Garry McGrechan (resigned 10 November 2011) 2012 18,790 – 1,749 20,539 1,691 – – – 22,230 – – 2011 269,944 – – 269,944 24,268 4,899 105,547 410 404,768 – 0.1%	Chris Greig (resigned 17 August 2011) 2012 6,881 – 1,749 8,630 619 – – – 9,249 – – 2011 41,284 – – 41,284 3,716 – – 551 45,551 – 1.2%	Executive Directors	Peter Watson (Executive Chairman 1 July to 10 November 2011) 2012 188,000 – 1,749 189,749 – – – 30,676 220,425 – 13.9% 2011 47,000 – – 47,000 – – – – 47,000 – –	Steve Banning, Managing Director (appointed 10 November 2011) 2012 341,649 88,000 1,749 431,398 27,257 7,615 – 45,194(B) 511,464 26.0% 8.8% 2011 – – – – – – – – – – –	Adam, Keats, Former Managing Director (resigned 30 June 2011) 2012 – – – – – – – – – – – 2011 444,954 – – 444,954 40,046 8,083 488,466 410 981,959 – 0.0%

18 LogiCamms’ Financial Report 2012

Short-term Post- employment Other long term(A) Share-based payments in AUD Salary & fees $ STI cash bonus $ Non- monetary benefits $ Total $ Super- annuation benefits $ $ Termination benefits $ Options and rights $ Total $ Proportion of remuneration performance related % Value of options and rights as proportion of remuneration %	Executives	Matthew Adamo, Chief Financial Officer (appointed 14 February 2011) 2012 314,741 107,000 1,749 423,490 27,641 7,490 – 117,160 575,781 23.2% 20.3% 2011 110,280 – – 110,280 9,925 2,003 – 60,000 182,208 – 32.9%	Karsten Guster, Strategy & Development Director 2012 364,323 112,000 1,749 478,072 27,572 8,398 – 108,109 622,151 22.4% 17.4% 2011 365,981 – – 365,981 25,000 6,516 – 220,645 618,142 – 35.7%	Flora Furness, People & Culture Director (appointed 1 November 2011) 2012 193,490 51,000 1,749 246,239 17,414 4,365 – 9,963 277,981 21.9% 3.6% 2011 – – – – – – – – – – –	Paul Harrison, Chief Operations Officer (to 1 November 2011) 2012 133,317 – 1,749 135,066 14,517 2,464 221,633 (24,470) 349,210 – –7.0% 2011 415,854 28,000 – 443,854 25,000 7,814 – 250,770 727,438 3.8% 34.5%	Total directors and executive office 2012 1,745,759 358,000 20,988 2,124,747 124,143 30,332 221,633 296,364 2,797,219	Remuneration 2011 1,908,710 28,000 – 1,936,710 135,404 29,315 594,013 542,188 3,237,630	(A) Comprises long service leave. (B) Fair value estimated at balance date and will be determined once approved by shareholders.

Directors’ Report

For the year ended 30 June 2012

Remuneration report - audited (continued)

Equity instruments

KMP disclosed below were issued options, Performance Rights or SARs as detailed below that impact on compensation in the 2012 or subsequent reporting periods.

The service or performance criteria used to determine the number of options, Performance Rights or SARs issued are set out earlier in this report in the discussion of the Company’s LTI Plan.

No terms of equity-settled share-based payment transactions have been altered or modified by the issuing entity since the date of grant.

All options, Performance Rights and SARs were provided at no cost to the recipients. All options, Performance Rights and SARs expire on the earlier of their expiry date or termination of the individual’s employment.

Analysis of Incentives included in remuneration

Details of the vesting profile of the Options, Performance Rights and SARs granted to KMP and impacting on compensation in the 2012 reporting period or subsequent reporting periods that are still outstanding are detailed below.

reporting period or	subsequent reporting periods that are still outstanding are detailed below.
	Instrument Number Grant Date Fair value per instrument at grant date($) % Vested in Year % Forfeited in Year Financial Years in which Grant Vests
Damian Young	Options 100,000 30-Nov-10 $0.229 – – 2012, 2013, 2014
Peter Watson	Performance Rights 200,000 10-Nov-11 $0.810 – – 2014, 2015, 2016
Steve Banning(1)	Performance Rights 249,014 20-Feb-12 $0.595 – – 2014
	SARs 825,065 20-Feb-12 $0.165 – – 2014
Karsten Guster	Performance Rights 140,000 31-Aug-10 $0.890 – – 2013
	Performance Rights 152,228 20-Feb-12 $0.595 – – 2014
	SARs 504,379 20-Feb-12 $0.165 – – 2014
Matthew Adamo	Performance Rights 51,667 30-Jun-11 $1.120 – – 2013
	Performance Rights 145,443 20-Feb-12 $0.595 – – 2014
	SARs 481,901 20-Feb-12 $0.165 – – 2014
Flora Furness	Performance Rights 54,877 20-Feb-12 $0.595 – – 2014
	SARs 181,826 20-Feb-12 $0.165 – – 2014

(1) Subject to shareholder approval.

110,000 Performance Rights of Paul Harrison with a value of $97,900 lapsed upon resignation on 1 November 2011. 100,000 options of Chris Greig with a value of $8,529 lapsed unexercised on 30 April 2011.

Exercise of options or Performance Rights

During the reporting period, 122,500 shares were issued to Karsten Guster, 135,000 shares were issued to Paul Harrison, and 103,333 shares were issued to Matthew Adamo on the exercise of Performance Rights granted in prior years as compensation. No exercise price was payable on exercise of the Performance Rights. The fair value at grant date of each Performance Right that was exercised was $0.89 for Karsten Guster and Paul Harrison and $1.12 for Matthew Adamo.

No other options or Performance Rights previously granted to KMPs were exercised during the reporting period.

Non-compliance with ASX principles and recommendations

Recommendation 6.1 “Communications policy”

A communications policy has been prepared, but is yet to be formally adopted by the Board.

Events subsequent to reporting date

There are no material events subsequent to balance date that management is aware of that require disclosure.

Likely developments

The Group will continue to pursue a strategy of expansion through organic growth of our existing offering and client base and acquisitions that fit our strategic needs.

20 LogiCamms’ Financial Report 2012

Directors’ interests

The relevant interest of each Director in the shares, options and Performance Rights issued by the Company at the date of this report is as follows:

is as follows:
Director	Ordinaryshares	Options over ordinaryshares	Performance Rights	Share Appreciation Rights
Mr Peter Watson	388,835	–	200,000	–
Mr Giles Everist	510,000	–	–	–
Mr Peter Wall	127,001	–	–	–
Mr Damian Young	48,750	100,000	–	–
Mr Steve Banning	28,516	–	249,014	825,065

Options and Performance Rights granted to directors and officers of the Company

During or since the end of the financial year, the Company granted options and rights over unissued ordinary shares in the Company to the Key Management Personnel as set out below:

Director or KeyManagement	Options	Performance Rights	Share Appreciation Rights
Peter Watson	–	200,000	–
Steve Banning	–	249,014	825,065
Matthew Adamo	–	145,443	481,901
Karsten Guster	–	152,228	504,379
Flora Furness	–	54,877	181,826
	–	801,562	1,993,171

Options and Performance Rights over unissued ordinary shares in the Company granted in the previous financial year were detailed in the previous Annual Report. The Performance Rights and Share Appreciation Rights require certain hurdles to be met and for the holder to remain employed by the Company prior to vesting.

Unissued shares under options

At the date of this report unissued ordinary shares of the Company under option are:

Expirydate	Exerciseprice	Number of shares
2 March 2013	$0.85	621,999
30 May 2014	$1.20	100,000
		721,999

All options expire on the earlier of their expiry date or termination of the employee’s employment. In addition, the ability to exercise the options is conditional on the price of the shares on the ASX. These options do not entitle the holder to participate in any share issue of the Company or any other body corporate.

Indemnification and insurance of officers and auditors

Insurance premiums

Under the Company’s Constitution, the Company indemnifies each current and former officer of the Group against certain liabilities and costs incurred by them as an officer of the Group. The Company also indemnifies each current and former officer of the Group against certain liabilities and costs incurred when the officer acts as an officer of another body corporate at the Company’s request and the liability or cost is incurred in that capacity. Neither indemnity extends to liabilities or costs from which the Company is prohibited from indemnifying current or former officers under the Corporations Act.

In addition the Company has entered into Deeds of Access, Indemnity and Insurance with certain officers of the Group. Under those Deeds, the Company agrees to matters including the following:

y Indemnify the officer to the extent permitted by law and under the Company’s Constitution; and
y Maintain a Director’s and Officer’s insurance policy.

Since the end of the previous financial year the Group has paid insurance premiums of $22,739 (2011: $24,484) in respect of directors’ and officers’ liability insurance policies

Directors’ Report

For the year ended 30 June 2012

Non-audit services

During the year KPMG, the Group’s auditor, has performed certain other services in addition to their statutory duties.

The board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the audit committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

y all non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Audit and Risk Committee to ensure they do not impact the integrity and objectivity of the auditor; and
y the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.

Details of the amounts paid to the auditor of the Group, KPMG, and its related practices for audit and non-audit services provided during the year are set out below. In addition, amounts paid to other auditors for the statutory audit have been disclosed:

	Consolidated	Consolidated
	2012	2011
	$	$
Audit services:
Auditors of the Group:
Audit and review of financial reports (KPMG Australia)	183,000	169,500
Services other than statutory audit:
Other assurance services	–	–
Taxation compliance services (KPMG Australia)	144,660	162,075
	144,660	162,075

Proceedings on behalf of the Company

No person has applied to the court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Company with leave of the court under section 237 of the Corporations Act 2001 .

Auditor’s independence declaration

The auditor’s independence declaration is set out on page 58 and forms part of the directors’ report for financial year ended 30 June 2012.

Rounding off

The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated.

This report is made with a resolution of the directors:

==> picture [110 x 54] intentionally omitted <==

Peter Watson Chairman

Dated at Brisbane, Queensland this 27th day of August, 2012.

22 LogiCamms’ Financial Report 2012

Consolidated Statement of Financial Position

As at 30 June 2012

In thousands of AUD	Note	2012	2011
Assets
Cash and cash equivalents	12a	16,430	13,527
Trade and other receivables	13	29,770	21,878
Inventories	14	–	134
Current tax asset	17	–	25
Total current assets		46,200	35,564
Investments in equity accounted investees	15	91	79
Property, plant and equipment	16	3,552	1,693
Deferred tax assets	17	1,751	1,798
Intangible assets	18	36,173	35,921
Total non-current assets		41,567	39,491
Total assets		87,767	75,055
Liabilities
Trade and other payables	19	11,550	5,963
Loans and borrowings	20	31	33
Employee benefits	21	4,614	3,335
Current tax payable	17	802	–
Provisions	22	140	165
Deferred income	23	733	2,040
Total current liabilities		17,870	11,536
Loans and borrowings	20	–	31
Employee benefits	21	1,251	1,338
Total non-current liabilities		1,251	1,369
Total liabilities		19,121	12,905
Net assets		68,646	62,150
Equity
Share capital		51,152	52,513
Retained earnings		17,494	9,637
Total equity attributable to owners of the Company		68,646	62,150

The notes on pages 27 to 54 are an integral part of these consolidated financial statements.

Consolidated Statement of Comprehensive Income

For the year ended 30 June 2012

In thousands of AUD	Note	2012	2011
Revenue	8	123,055	97,813
Cost of sales		(78,661)	(64,729)
Gross profit		44,394	33,084
Other income		82	65
Business development expenses		(3,808)	(3,703)
Administrative expenses		(30,031)	(25,129)
Results from operating activities		10,637	4,317
Finance income		420	189
Finance expenses		(10)	(51)
Net finance income/(expense)	10	410	138
Share of loss of equity accounted investees	15	(55)	(64)
Profit before income tax		10,992	4,391
Income tax benefit/(expense)	11	(303)	239
Profit for the year		10,689	4,630
Other comprehensive income for the year, net of income tax		–	–
Total comprehensive income for the period attributable to the Owners of the company		10,689	4,630
Earnings per share:
Basic earnings per share (cents per share AUD)	24	15.9	7.6
Diluted earnings per share (cents per share AUD)	24	15.7	7.5

The notes on pages 27 to 54 are an integral part of these consolidated financial statements.

24 LogiCamms’ Financial Report 2012

Consolidated Statement of Changes in Equity

For the year ended 30 June 2012

					Non-
		Share	Retained		controlling	Total
In thousands of AUD	Note	Capital	earnings	Total	interest	Equity
Balance at 1 July 2011		52,513	9,637	62,150	–	62,150
Total comprehensive income
Profit		–	10,689	10,689	–	10,689
Other comprehensive income		–	–	–	–	–
Total comprehensive income		–	10,689	10,689	–	10,689
Transactions with owners, recorded directly in
equity
Issue of ordinary shares		100	–	100	–	100
Shares bought back	25	(186)	–	(186)	–	(186)
Treasury shares	25	(1,275)	–	(1,275)	–	(1,275)
Dividends paid		–	(3,208)	(3,208)	–	(3,208)
Share-based payments		–	376	376	–	376
Balance at 30 June 2012		51,152	17,494	68,646	–	68,646

For the year ended 30 June 2011

For the year ended 30 June 2011
					Non-
		Share	Retained		controlling	Total
In thousands of AUD	Note	Capital	earnings	Total	interest	Equity
Balance at 1 July 2010		44,135	8,477	52,612	201	52,813
Total comprehensive income
Profit		–	4,630	4,630	–	4,630
Other comprehensive income		–	–	–	–	–
Total comprehensive income		–	4,630	4,630	–	4,630
Transactions with owners, recorded directly in
equity
Issue of ordinary shares		8,500	–	8,500	–	8,500
Exercise of options		157	–	157	–	157
Equity raising transaction costs, net of tax		(279)	–	(279)	–	(279)
Dividends paid		–	(4,066)	(4,066)	(201)	(4,267)
Share-based payments		–	596	596	–	596
Balance at 30 June 2011		52,513	9,637	62,150	–	62,150

The notes on pages 27 to 54 are an integral part of these consolidated financial statements.

Consolidated Statement of Cash Flows

For the year ended 30 June 2012

In thousands of AUD	Note	2012	2011
Cash flows from operating activities
Receipts from customers		114,255	100,355
Payments to suppliers and employees		(104,983)	(96,157)
		9,272	4,198
Interest paid		(10)	(51)
Income taxes refunded/(paid)		571	(540)
Net cash inflow from operating activities	12b	9,833	3,607
Cash flows from investing activities
Interest received		420	189
Proceeds from sale of property, plant and equipment		28	–
Acquisition of a business	7	(528)	–
Acquisition of property, plant and equipment	16	(2,148)	(848)
Acquisition of intangible assets	18	–	(9)
Net cash outflow from investing activities		(2,228)	(668)
Cash flows from financing activities
Proceeds from issue of share capital		–	8,657
Acquisition of treasury shares	25	(1,275)	–
Acquisition of shares bought back		(186)	–
Proceeds from borrowings		–	630
Payment of capital raising transaction costs		–	(399)
Repayment of borrowings		(33)	(648)
Dividends paid to the shareholders of the Company		(3,208)	(4,066)
Dividends paid to minority interest		–	(201)
Net cash inflow from financing activities		(4,702)	3,973
Net increase/(decrease) in cash and cash equivalents		2,903	6,912
Cash and cash equivalents at beginning of financial year		13,527	6,615
Cash and cash equivalents at end of financial year	12a	16,430	13,527

The notes on pages 27 to 54 are an integral part of these consolidated financial statements.

26 LogiCamms’ Financial Report 2012

Notes to the Financial Statements

Note 1. Reporting entity

LogiCamms Limited (the “Company”) is a company domiciled in Australia. The address of the Company’s registered office is 433 Boundary Street, Brisbane, Australia. The consolidated financial statements of the Company as at and for the year ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”) and the Group’s interest in associates and jointly controlled entities. The Group is primarily is involved with the resources, energy and infrastructure sectors providing engineering project delivery and asset management services in Australia.

Note 2. Basis of preparation

a. Statement of compliance

The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB).

The financial statements were approved by the Board of Directors on 27 August 2012.

b. Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, except for specific assets and liabilities to be measured at fair values which are discussed further in Note 4.

y Notes 8 and 13 – revenue recognition and project work in progress
y Note 18 – measurement of the recoverable amounts of cash-generating units containing goodwill
y Note 26 – measurement of share-based payments

e. Changes in accounting policies

The Group has not changed its accounting policies since the end of the previous financial year.

Note 3. Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.

The Group has not elected to adopt early any accounting standards and amendments.

a. Basis of consolidation

i. Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting Rights that currently are exercisable.

Acquisitions on or after 1 July 2009

For acquisitions, the Group measures goodwill at the acquisition date as:

y the fair value of the consideration transferred; plus

c. Functional and presentation currency

These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency.

The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, all financial information presented in Australian dollars has been rounded to the nearest thousand unless otherwise stated.

d. Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on amounts recognised in the financial statements are included in the following notes:

y the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
y the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.

Notes to the Financial Statements

Note 3. Significant accounting policies (continued)

ii. Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting Rights that currently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.

iii. Joint ventures (equity accounted investees)

Jointly controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic, financial and operating decisions. Jointly controlled entities are accounted for using the equity method (equity accounted investees) and are initially recognised at cost. The Group’s investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group’s share of the income and expenses and equity movements of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

iv. Transactions eliminated on consolidation

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Gains and losses are recognised when the contributed assets are consumed or sold by the equity accounted investees or, if not consumed or sold by the equity accounted investee, when the Group’s interest in such entities is disposed of.

b. Foreign currency

i. Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions.

c. Financial instruments

i. Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash equivalents, and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group’s contractual Rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade date, i.e., the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.

Cash and cash equivalents comprise cash balances and term deposits.

Accounting for finance income and expense is discussed in Note 3(n).

Other

Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses.

ii. Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

Dividends

Dividends are recognised as a liability in the period in which they are declared.

Treasury shares

Where share capital recognised as equity is repurchased, the amount of consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity.

d. Property, plant and equipment

i. Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.

28 LogiCamms’ Financial Report 2012

Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. Borrowing costs related to the acquisition or construction of qualifying assets are recognised in profit or loss as incurred.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “other income” in profit or loss.

ii. Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

iii. Depreciation

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

The estimated useful lives for the current and comparative periods are as follows:

y	plant and equipment	3 – 10 years
y	building ft out costs	4 – 7 years
y	motor vehicles	4 – 5 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

e. Intangible assets

i. Goodwill

Goodwill arises on the acquisition of subsidiaries, associates and jointly controlled entities. Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree.

Subsequent measurement

Goodwill is measured at cost less accumulated impairment losses. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment.

ii. Course development

Course development expenditure is capitalised only if development costs can be measured reliably, and course is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient

resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditure is recognised in profit or loss as incurred.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

iii. Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

iv. Amortisation

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

f. Leased assets

Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Other leases are operating leases and the leased assets are not recognised on the Group’s balance sheet.

g. Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

h. Project work in progress

Project work in progress represents the gross unbilled amount expected to be collected from customers for contract work performed to date. It is measured at cost plus profit recognised to date (see Note 3(l)(i)) less progress billings and recognised losses. Cost includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on normal operating capacity.

Project work in progress is presented as part of trade and other receivables in the balance sheet. If payments received from customers exceed the income recognised, then the difference is presented as deferred income in the balance sheet.

Notes to the Financial Statements

Note 3. Significant accounting policies (continued)

i. Impairment

i. Financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognised in profit or loss. Any cumulative loss in respect of an available-for-sale financial asset recognised previously in equity is transferred to profit or loss.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in profit or loss.

ii. Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amount is estimated at each reporting date.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any

goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

j. Employee benefits

i. Long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on costs; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit-rated or government bonds that have maturity dates approximating the terms of the Group’s obligations.

ii. Short-term benefits

Liabilities for employee benefits for wages, salaries, annual leave, long service leave and sick leave represent present obligations resulting from employees’ services provided to reporting date and are calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay as at reporting date including related on-costs, such as workers compensation insurance and payroll tax. Non-accumulating non-monetary benefits, such as medical care, housing, cars and free or subsidised goods and services, are expensed based on the net marginal cost to the Group as the benefits are taken by the employees.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

iii. Share-based payment transactions

The grant date fair value of options, performance Rights or share appreciation Rights granted to employees is recognised as an employee expense over the contractual life of the option or right that the employees become unconditionally entitled to. The corresponding movement in equity is recognised when the instrument is exercised. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest, except for those that fail to vest due to market conditions not being met.

When the Company grants options over or Rights to its shares to employees of subsidiaries, the fair value at grant date is recognised as an increase in the investments in subsidiaries, with a corresponding increase in equity over the vesting period of the grant.

30 LogiCamms’ Financial Report 2012

k. Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

i. Warranties

A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

l. Revenue

i. Revenue from projects

Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a contract can be estimated reliably, contract revenue and expenses are recognised in profit or loss in proportion to the stage of completion of the contract.

The stage of completion is assessed by reference to costs incurred to date as a percentage of total estimated cost for each contract. When the outcome of a contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in profit or loss.

ii. Revenue from services

Revenue from services rendered is recognised in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to internal surveys of work performed. Revenue from training courses is recognised when the course is completed.

iii. Goods sold

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured reliably.

iv. Onerous Contracts

A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing the contract.

Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract (see Note 3(i)(i)).

m. Lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

n. Finance income and expense

Finance income comprises interest income on funds invested and dividend income. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group’s right to receive payment is established.

Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions and impairment losses recognised on financial assets. All borrowing costs are recognised in profit or loss using the effective interest method.

o. Income tax

Income tax expense comprises current and deferred tax. Current and deferred tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

y Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit.
y Temporary differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future.
y Taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted by the reporting date.

Notes to the Financial Statements

Note 3. Significant accounting policies (continued)

In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities. Such changes to tax liabilities will impact tax expense in the period that such a determination is made.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets; and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised.

The company and its wholly-owned Australian resident entities are part of a tax-consolidated group. As a consequence, all members of the tax-consolidated group are taxed as a single entity. The head entity within the tax-consolidated group is LogiCamms Limited.

p. Goods and services tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

q. Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options or Rights granted to employees.

r. Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. The Group’s operating results as a whole are regularly reviewed by the Group’s Managing Director to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

s. New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 July 2011, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group, except for AASB 9 Financial Instruments, which becomes mandatory for the Group’s 2014 consolidated financial statements and could change the classification and measurement of financial assets. The Group does not plan to adopt this standard early and the extent of the impact has not been determined.

Note 4. Determination of fair values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

a. Property, plant and equipment

The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar items.

32 LogiCamms’ Financial Report 2012

b. Intangible assets

The fair value of intangible assets recognised as a result of a business combination represents the excess of the purchase consideration over the fair value of tangible assets acquired at the time of acquisition.

c. Inventories

The fair value of inventories acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.

d. Trade and other receivables

The fair value of trade and other receivables, excluding construction work in progress, is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.

e. Share-based payment transactions

The fair value of employee stock options, Performance and Share Appreciation Rights is measured using a binomial option valuation methodology. Measurement inputs include the company’s share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option or right holder behaviour), expected dividends, the risk-free interest rate (based on government bonds), and performance hurdles. Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

Note 5. Financial risk management

Overview

The Group has exposure to the following risks from its use of financial instruments:

y Credit risk
y Liquidity risk
y Currency risk
y Market risk

This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout this financial report.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers as well as financial guarantees granted to customers. The Group is also exposed to credit risk from its financing activities including deposits with financial institutions.

Credit risks related to trade receivables

Credit risk related to trade receivables is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer base, including the default risk of the industry in which customers operate, has less of an influence on credit risk.

New customers are typically analysed individually for creditworthiness before credit terms are allowed. The Group’s review can include external ratings if necessary. For large contracts, credit worthiness is assessed as part of the process of submitting the bid and negotiating terms and conditions. Outside special terms required for large contracts, purchase limits are established for each customer, which represents the maximum open amount without requiring approval. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis.

Most of the Group’s customers have either been transacting with the Group for over two years, are Government bodies, or large contracting companies. Outstanding customer receivables are regularly monitored and any credit concerns are highlighted to senior management. Large progress claims on construction contracts are monitored against the agreed contract conditions and the Group may consider ceasing work, in extreme cases, until any delayed payments are resolved.

Goods are sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. The Group does not require collateral in respect of trade and other receivables.

The Group has established an allowance for impairment that represents their estimate of incurred losses in respect of trade and other receivables.

Credit risks related to financial instruments and cash deposits Credit risk from balances with banks and financial institutions is managed by the Group’s Finance team. Investments of surplus funds are made with the Group’s bankers, National Australia Bank, and the ANZ Bank.

The Audit and Risk Committee oversees how management monitors and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

Notes to the Financial Statements

Note 5. Financial risk management (continued)

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

The Group manages this risk by ensuring, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions. The Group ensures that it has sufficient cash on demand to meet expected operational commitments in the short term including the servicing of financial obligations.

The Group regularly forecasts cash flows to assess future liquidity requirements with sufficient time to hold discussions with the Group’s bankers, if such discussions are required.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Group assesses its market risk as low as it is not currently exposed to changes in foreign exchange rates or equity prices and only has limited exposure to changes in interest rates.

Currency risk

The Group is not exposed to a material extent to currency risk on sales and purchases that are denominated in a currency other than the functional currency of the Group’s entities being the Australian dollar. The Group does not have any borrowings denominated in a currency other than the Australian dollar.

Interest rate risk

The Group’s borrowings are on fixed interest rates (finance leases). Interest rate risk is managed by ensuring that total interest rate cover is well in excess of minimum bank covenant requirements, to ensure the Group retains a high level of flexibility to absorb any adverse movements in interest rates.

The Company will aim to distribute 40% – 60% of net profit after tax in the form of dividends. The ultimate dividend paid will be determined by the board after consideration of general business and financial conditions, working capital requirements, taxation position, and future capital expenditure requirements.

The Group does have a share buy-back plan which commenced on 21 February 2012 for a period of up to 12 months. The timing and number of shares to be bought back will depend on market conditions.

The Group’s debt covenants are set out in Note 20.

Note 6. Segment reporting

The results and financial position of the Group’s single operating segment, being engineering services in Australia, are prepared for the Managing Director on bases consistent with Australian Accounting Standards, and thus no additional disclosures in relation to the revenues, profit or loss, assets and liabilities and other material items have been made.

Revenue from one customer of the Group represents $20,147 thousand (2011: $14,465 thousand) of the Group’s total revenues for the year ended 30 June 2012.

Note 7. Acquisitions

On 31 August 2011 the Group acquired 100% of a business called Power Supply Services and Training (“PSST”). The consideration paid totalled $777,000 of which $528,000 was paid during the current financial year ($100,000 was settled through a share issue and the remaining $149,000 will be paid in cash during the year ending 30 June 2013). The fair value of identifiable net assets acquired totalled $525,000 and acquired goodwill totalled $252,000. The contribution of PSST to the consolidated Group profit for the period was not material.

This acquisition is expected to provide the Group with an increased share of the competency training and assurance market through access to the business’ customer base. The Group also expects to realise certain synergies and reduce costs through economies of scale.

Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Group defines as net operating income divided by total shareholders’ equity. The Board of Directors also monitors the level of dividends to ordinary shareholders.

34 LogiCamms’ Financial Report 2012

Note 8. Revenue

Note 8. Revenue
In thousands of AUD	2012	2011
Project and services revenue	115,847	93,999
Training courses	6,651	2,796
Other	557	1,018
	123,055	97,813

Note 9. Expenses

The statement of comprehensive income includes the following specific expenses:

Note 9. Expenses The statement of comprehensive income includes the following specifc expenses:
In thousands of AUD	2012	2011
Personnel expenses	61,225	45,570
Contractor expenses	17,996	6,637
Operating leases	3,044	2,468
Contributions to defned contribution superannuation funds	4,365	3,202
	86,630	57,877

Note 10. Finance income and expense

Recognised in profit or loss

Note 10. Finance income and expense Recognised in proft or loss
In thousands of AUD	2012	2011
Interest income on bank deposits	420	189
Finance income	420	189
Interest expense on financial liabilities	(10)	(51)
Finance expense	(10)	(51)
Net finance income/(expense)	410	138

Note 11. Income tax expense

Note 11. Income tax expense
In thousands of AUD	Note	2012	2011
Current tax expense
Current year		2,016	546
Adjustments for prior year (tax incentives)		(1,760)	(847)
		256	(301)
Deferred tax expense
Origination and reversal of temporary differences	17	47	62
Total income tax (benefit)/expense		303	(239)

Notes to the Financial Statements

Note 11. Income tax expense (continued)

Numerical reconciliation between tax expense and pre-tax accounting profit

In thousands of AUD	2012	2011
Profit for the year	10,689	4,630
Total income tax expense/(benefit)	303	(239)
Profit before income tax	10,992	4,391
Income tax using the Company’s domestic tax rate of 30%	3,298	1,317
Tax incentives – current financial year	(1,216)	(840)
Tax incentives – previous financial year adjustment	(1,760)	(847)
Non-deductible expenses	47	209
Other	(66)	(78)
Total income tax expense/(benefit)	303	(239)

The difference between the actual income tax expense and the income tax expense using the Company’s domestic rate of 30% is mainly attributable to research and development tax incentives.

Note 12a. Cash and cash equivalents

Note 12a. Cash and cash equivalents
In thousands of AUD	2012	2011
Operating bank accounts	9,065	8,297
Term deposits	7,365	5,230
Cash and cash equivalents in the statement of cash flows	16,430	13,527

The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in Note 27.

Note 12b. Reconciliation of cash flows from operating activities

Note 12b. Reconciliation of cash fows from operating activities
In thousands of AUD	Note	2012	2011
Cash flows from operating activities
Profit for the year		10,689	4,630
Adjustments for:
Depreciation	16	682	570
Amortisation of intangible assets	18	_	47
Net finance benefit	10	(410)	(138)
Share of loss of equity accounted investees	15	55	64
(Profit)/loss on sale of property, plant and equipment		174	–
Equity-settled share-based payment transactions	26	376	596
Income tax expense/(benefit)	11	303	(239)
Operating profit before changes in working capital and provisions		11,869	5,530
Change in trade and other receivables		(7,891)	2,843
Change in inventories		134	10
Change in trade and other payables		5,300	(3,998)
Change in deferred income		(1,307)	(689)
Change in provisions and employee benefits		1,167	502
		9,272	4,198
Interest paid		(10)	(51)
Income taxes refunded/(paid)		571	(540)
Net cash from operating activities		9,833	3,607

LogiCamms’ Financial Report 2012

Note 13. Trade and other receivables

Note 13. Trade and other receivables
In thousands of AUD	2012	2011
Current
Trade receivables	22,986	16,668
Provision for impairment of trade receivables	(412)	(259)
Prepayments and sundry debtors	527	494
	23,101	16,903
Project work in progress	6,669	4,975
	29,770	21,878

At 30 June 2012 trade receivables include retentions of $113,000 relating to contracts in progress (2011: $140,000). The Group’s exposure to credit risk and impairment losses related to trade and other receivables (excluding project work in progress) are disclosed in Note 27.

Note 14. Inventories

Note 14. Inventories
In thousands of AUD	2012	2011
Finished goods	–	134

Note 15. Equity accounted investees (joint venture)

The Group’s share of profits in its equity accounted investee, the LogiCamms-Electro 80 joint venture, for the year is set out below in the summary financial information:

in the summary fnancial information:
In thousands of AUD	2012	2011
Ownership %	50%	50%
Current assets	2,140	1,271
Non current assets	65	137
Total assets	2,205	1,408
Current liabilities	2,023	1,250
Non current liabilities	–	–
Total liabilities	2,023	1,250
Net assets	182	158
Group’s share of net assets	91	79
Revenues	4,771	2,656
Expenses	(4,881)	(2,785)
Profit/(loss)	(110)	(129)
Group’s share of loss	(55)	(64)

Notes to the Financial Statements

Note 16. Property, plant and equipment

Note 16. Property, plant and equipment
	Plant and	Building	Motor
In thousands of AUD	equipment	fit outs	Vehicles	Total
Cost
Balance at 1 July 2010	3,752	190	300	4,242
Additions	848	–	–	848
Disposals	–	–	–	–
Balance at 30 June 2011	4,600	190	300	5,090
Balance at 1 July 2011	4,600	190	300	5,090
Additions	855	1,186	107	2,148
Acquired through business combination	525	–	–	525
Disposals	(993)	–	(178)	(1,171)
Balance at 30 June 2012	4,987	1,376	229	6,592
Depreciation and impairment losses
Balance at 1 July 2010	2,602	19	206	2,827
Depreciation for the year	527	20	23	570
Disposals	–	–	–	–
Balance at 30 June 2011	3,129	39	229	3,397
Balance at 1 July 2011	3,129	39	229	3,397
Depreciation for the year	586	74	22	682
Disposals	(885)	–	(154)	(1,039)
Balance at 30 June 2012	2,830	113	97	3,040
Carrying amounts
At 1 July 2010	1,150	171	94	1,415
At 30 June 2011	1,471	151	71	1,693
At 1 July 2011	1,471	151	71	1,693
At 30 June 2012	2,157	1,263	132	3,552

38 LogiCamms’ Financial Report 2012

Note 17. Tax assets and liabilities

Current tax assets and liabilities

Current tax assets and liabilities
In thousands of AUD	2012	2011
Current assets
Current financial year	–	25
Current liabilities
Current financial year	802	–

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

	Assets		Liabilities		Net
In thousands of AUD	2012	2011	2012	2011	2012	2011
Property, plant and equipment	–	–	–	–	–	–
Trade receivables	123	71	–	–	123	71
Revenue received in advance	83	102	–	–	83	102
Work in progress	–	–	(1,062)	(264)	(1,062)	(264)
Employee benefits	1,750	1,392	–	–	1,750	1,392
Other payables	639	161	–	–	639	161
Provisions	42	50	–	–	42	50
Transaction costs	176	286	–	–	176	286
Tax assets/(liabilities)	2,813	2,062	(1,062)	(264)	1,751	1,798

Movement in temporary differences during the year

	Balance	Recognised		Balance		Recognised		Balance
	1 July	in profit	Recognised	30 June	Balance	in profit	Recognised	30 June
In thousands of AUD	2010	or loss	in equity	2011	1 July2011	or loss	in equity	2012
Plant and equipment	(5)	5	–	–	–	–	–	–
Trade receivables	84	(13)	–	71	71	52	–	123
Revenue received in advance	–	102	–	102	102	(19)	–	83
Work in progress	(245)	(19)	–	(264)	(264)	(798)	–	(1,062)
Employee benefits	1,215	177	–	1,392	1,392	358	–	1,750
Other payables	298	(137)	–	161	161	478	–	639
Provisions	85	(35)	–	50	50	(8)	–	42
Transaction costs	308	(142)	120	286	286	(110)	–	176
	1,740	(62)	120	1,798	1,798	(47)	–	1,751

Notes to the Financial Statements

Note 18. Intangible assets

Note 18. Intangible assets
		Development
In thousands of AUD	Goodwill	costs & other	Total
Costs
Balance at 1 July 2010	35,921	119	36,040
Write off of merger and acquisition costs	–	9	9
Balance at 30 June 2011	35,921	128	36,049
Balance at 1 July 2011	35,921	128	36,049
Acquired through business combination	252	–	252
Written off accumulated amortisation	–	(128)	(128)
Balance at 30 June 2012	36,173	–	36,173
Amortisation and impairment losses
Balance at 1 July 2010	–	81	81
Amortisation for the year	–	47	47
Impairment loss	–	–	–
Balance at 30 June 2011	–	128	128
Balance at 1 July 2011	–	128	128
Written off against cost	–	(128)	(128)
Balance at 30 June 2012	–	–	–
Carrying amounts
Balance at 1 July 2010	35,921	38	35,959
Balance at 30 June 2011	35,921	–	35,921
Balance at 1 July 2011	35,921	–	35,921
At 30 June 2012	36,173	–	36,173

Impairment testing of goodwill

Goodwill is an intangible asset with an infinite life which is tested at least twice a year for impairment. For the purpose of impairment testing, impairment is considered at the cash generating unit level. The Group considers that it has one cash generating unit for the purpose of this standard and for the subsequent impairment testing of goodwill.

The recoverable amount of the goodwill is based on a value in use calculation with respect to the cash generation unit and was determined by applying a 5 year net present value calculation of projected cash flows and a terminal value at the end of the fifth year. The recoverable amount was in excess of the carrying value of the goodwill, so no impairment loss was required. The calculation of value in use was determined having regard to the following key assumptions:

y A pre-tax discount rate applied to cash flows of 18.45%
y Expected future profits for the first year based on internal financial forecasts and reflect management’s expectations of continued growth
y Future nominal revenue growth of 5.0% per year for years two to five
y After the fifth year a terminal value was applied using a growth rate of 1.5%

40 LogiCamms’ Financial Report 2012

Note 19. Trade and other payables

In thousands of AUD	2012	2011
Trade payables	3,802	2,485
GST payable	665	415
Accrued expenses	7,083	3,063
	11,550	5,963

The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 27.

Note 20. Loans and borrowings

This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings which are measured at amortised cost. For more information about the Group’s exposure to interest rate, foreign currency liquidity and risk, see Note 27.

In thousands of AUD	2012	2011
Current liabilities
Finance lease liabilities	31	33
Non-current liabilities
Finance lease liabilities	–	31

As at the balance date the Group had no debt facilities and had a bank guarantee facility of $7,000 thousand (utilised $3,031 thousand). This facility was secured by a fixed and floating charge over all the Company, its subsidiaries and all assets of the Group. The bank’s financial covenants imposed on the Group are as follows and have been met:

Ratio of net cash plus debtors less than 90 days divided by total drawn facilities (bank guarantees) to exceed 2.0 times; and
Capital adequacy ratio (tangible net assets divided by total tangible assets) to exceed 40 percent.

Note 21. Employee benefits

Note 21. Employee benefts
In thousands of AUD	2012	2011
Current
Liability for long service leave	834	573
Liability for time off in lieu	567	331
Liability for annual leave	3,180	2,398
Salaries and wages accrued	33	33
Total employee benefits – current	4,614	3,335
Non-Current
Liability for long service leave	1,251	1,338

Note 22. Provisions

Note 22. Provisions
In thousands of AUD	2012	2011
Balance at the beginning of the year	165	285
Provisions made during the year	173	184
Provisions used during the year	(63)	(55)
Provisions reversed during the year	(135)	(249)
Balance at the end of the year	140	165

This provision relates to warranties on projects completed for which the Group retains warranty commitments at the end of the financial year. The provision is based on estimates made from historical warranty data associated with similar products and services. The Group expects to incur most of the liability over the next year.

Notes to the Financial Statements

Note 23. Deferred income

Note 23. Deferred income
In thousands of AUD	2012	2011
Revenue in advance	733	2,040

Note 24. Earnings per share

Basic earnings per share

The calculation of basic earnings per share at 30 June 2012 was based on the profit for the year and a weighted average number of ordinary shares outstanding of 67,267,000 (2011: 61,259,000) calculated as follows:

Profit attributable to ordinary shareholders

Proft attributable to ordinary shareholders
In thousands of AUD	2012	2011
Profit for the year	10,689	4,630
Weighted average number of ordinary shares
In thousands of shares	2012	2011
Shares on issue at beginning of year	67,142	59,984
Effect of performance Rights exercised (370,833 weighted down)	291	165
Effect of shares options exercised	–	45
Effect of ordinary shares issued (114,649 weighted down)	96	1,065
Effect of shares bought back (200,000 weighted up)	(64)	–
Effect of shares bought back by EST (1,200,000 weighted up)(A)	(198)	–
Weighted average number of ordinary shares at end of year	67,267	61,259

Diluted earnings per share

The calculation of diluted earnings per share at 30 June 2012 was based on the profit for the year and a weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares of 68,112,000 (2011: 61,661,000) calculated as follows:

Profit attributable to ordinary shareholders

Proft attributable to ordinary shareholders
In thousands of AUD	2012	2011
Profit for the year	10,689	4,630
Weighted average number of ordinary shares (diluted)
In thousands of shares	2012	2011
Weighted average number of ordinary shares (basic)	67,267	61,259
Effect of performance Rights on issue (993,229 weighted down)	648	402
Effect of share appreciation Rights on issue (1,993,171 weighted down)	197	–
Weighted average number of ordinary shares at end of year (diluted)	68,112	61,661

The options (refer Note 26) do not have any dilutive impact on the earnings per share as at 30 June 2012.

(A) During the financial year the Group established an Employee Share Trust (“EST”). As at the end of the financial year the EST had acquired 1,200,000 ordinary shares on-market in the Company. These shares will be held by the EST to meet future obligations to employees under the incentive plans upon vesting of granted Performance and Share Appreciation Rights.

42 LogiCamms’ Financial Report 2012

Note 25. Capital and reserves

Share capital

Share capital
	Number	Number
	of Ordinary	of Ordinary
	Shares	Shares
In thousands of shares	2012	2011
On issue at 1 July	67,142	59,984
Issued for cash	–	6,800
Issued in business combinations	115	–
Bought back	(200)	–
Exercise of Performance Rights	371	207
Exercise of options	–	151
On issue at 30 June – fully paid(1)	67,428	67,142

The Company does not have authorised capital or par value in respect of its issued shares. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets.

114,649 shares ($99 thousand) were issued as a result of the acquisition of PSST (2011: nil). Additionally, 370,833 shares were issued as a result of the exercise of Performance Rights arising from the incentive programme granted to Key Management Personnel (2011: 207,500).

200,000 shares ($186 thousand) were bought back under the on-market share buyback programme which commenced 21 February 2012 for a period of up to 12 months. The timing and number of shares to be bought back will depend on market conditions.

(1) As at 30 June 2012, 1,200,000 treasury shares included in the consolidated statements of financial position and changes in equity to the value of $1,275 thousand (2011: nil) relate to shares acquired on-market by the Employee Share Trust.

The Group has also issued share options, Performance Rights and Share Appreciation Rights (refer Note 26).

Dividends

After 30 June 2012 the following dividends were declared by the directors for 2012. The declaration and subsequent payment of dividends has no income tax consequences.

	Cents per	Total	Franked/	Date of
In thousands of AUD	share	amount	unfranked	payment
Final ordinary for FY2012	5.00	3,371	Franked	26 September 2012

The financial effect of this dividend has not been brought to account in the financial statements for the financial year ended 30 June 2012 and will be recognised in subsequent financial reports.

2012 and will be recognised in subsequent fnancial reports.
In thousands of AUD	2012	2011
Dividend franking account
30 percent franking credits available to shareholders of the Company for subsequent financial years	3,814	3,098

The above available amounts are based on the balance of the dividend franking account at year-end adjusted for:

a. franking credits that will arise from the payment of the current tax liabilities;
b. franking debits that will arise from the payment of dividends recognised as a liability at the year end;
c. franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated group at the year end; and
d. franking credits that the entity may be prevented from distributing in subsequent years.

The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. The impact on the dividend franking account of dividends proposed after the balance sheet date but not recognised as a liability is to reduce it by $1,445 thousand (2011: $840 thousand).

Notes to the Financial Statements

Note 26. Share-based payments

Share Option Programme

From December 2007 to December 2010, the Group provided Directors and Employees with an Option Plan that entitled them purchase shares in the Company. The terms and conditions of the unexpired options at the end of the financial year are as follows. All options are to be settled by physical delivery of shares.

Grant date/employees	Number of		Contractual
entitled	instruments	Vestingconditions	life of options
Options granted on	621,999	162,000 options on or after 12 months after issue provided the price of	3.5 years
2 March 2010		shares on the ASX is above $1.00; 230,000 options on or after 24 months
		after issue provided the price of shares on the ASX is above $1.20; 229,999
		options on or after 36 months after issue provided the price of shares on
		the ASX is above $1.40
Options granted on	100,000	33,333 options on or after 12 months after issue provided the price of	3.5 years
30 November 2010		shares on the ASX is above $1.30; 33,333 options on or after 24 months
		after issue provided the price of shares on the ASX is above $1.60; 33,334
		options on or after 36 months after issue provided the price of shares on
		the ASX is above $1.90
Total share options	721,999

The number and weighted average exercise prices of share options are as follows:

	Weighted		Weighted
	average	Number of	average	Number of
	exercise price	options	exercise price	options
	2012	2012	2011	2011
Outstanding at beginning of year	1.17	1,821,999	1.18	3,564,999
Forfeited during the year	1.35	(1,100,000)	1.20	(1,691,834)
Exercised during the year	–	–	1.04	(151,166)
Granted during the year	–	–	1.20	100,000
Outstanding at 30 June	0.90	721,999	1.17	1,821,999
Exercisable at 30 June	–	–	–	–

The options outstanding at 30 June 2012 have an exercise price in the range of $0.85 to $1.20 (2011: $0.85 to $1.35) and a weighted average remaining contractual life of 0.9 years (2011: 1.1 years).

The fair value of services received in return for share options granted is based on the fair value of share options granted, measured using a binomial lattice model, incorporating the probability of the relative total shareholder return vesting condition being met, with the following inputs:

Fair value of share options and assumptions

Fair value of share options and assumptions
	621,999 options	100,000 options
	granted in 2010	granted in 2011
	financialyear	financialyear
Fair value at grant date	$111,090	$22,923
Share price at grant date	0.84	1.18
Exercise price	0.85	1.20
Expected volatility (weighted average)	75.00%	45.87%
Option life (expected weighted average)	3.5 years	3.5 years
Expected dividends	6.00%	5.32%
Risk-free interest rate (based on Government bonds)	5.00%	5.06%

44 LogiCamms’ Financial Report 2012

Long Term Incentive Plan

During the year ended 30 June 2011 the Group established a Long Term Incentive Plan under which the Board at its discretion can offer Performance Rights and Share Appreciation Rights to Key Management Personnel. In addition, there remains a number of Performance Rights issued on or before 10 November 2011. The terms and conditions of the Rights are as follows:

	Remaining
	Number of		Contractual
Grant date/employees entitled	instruments	Vestingconditions	life of Rights
Performance Rights issued on 31 August 2010	140,000	140,000 on or after 31 August 2012	2.0 years
Performance Rights issued on 6 January 2011	–	25,000 on 1 July 2011	–
Performance Rights issued on 30 June 2011	51,667	51,667 on or after 14 February 2013	1.7 years
Performance Rights issued on 10 November 2011	200,000	66,667 on 2 June 2014; 66,667 on or after
		2 June 2015; 66,666 on or after 2 June 2016	4.5 years
Performance Rights issued on 20 February 2012	601,562	601,562 on 30 June 2014	2.4 years
Total Performance Rights	993,229
Share Appreciation Rights issued on 20 February 2012	1,993,171	1,993,171 on 30 June 2014	2.4 years
Total Rights at 30 June 2012	2,986,400

The terms of the Performance Rights issued on or before 10 November 2011 require that the recipient must remain in the continuous employment of the Company until the vesting date. These Rights have no exercise price and are to be settled by physical delivery of shares at a conversion ratio of 1:1.

In addition to the tenure condition noted above, the terms of the Performance and Share Appreciation Rights issued on 20 February 2012 have two performance conditions:

y A relative total shareholder return measure over the performance period
y An absolute earnings per share growth target over the performance period

The performance measures are mutually exclusive. Performance will be assessed over a period of two years from 1 July 2011 to 30 June 2013 with a further condition of an additional service of one year beyond the performance period. The exercise price for these Performance Rights is nil, while the effective exercise price of the Share Appreciation Rights is equal to the share price at grant, and the payoff is equivalent to difference between the price at the end of the performance period, and the allocation share price, with the value settled in shares at the end of the additional 1 year service period. No dividends are received on shares during this additional 1 year service period.

During the financial year the Group established an Employee Share Trust (“EST”). As at the end of the financial year the EST had acquired 1,200,000 ordinary shares on-market in the Company. These shares will be held by the EST to meet future obligations to employees under the incentive plans upon vesting of granted Performance and Share Appreciation Rights.

The movement in the share Rights for the year is as follows:

The movement in the share Rights for the year is as follows:
	2012	2011
Outstanding at beginning of year	662,500	–
Granted during the year	2,804,733	870,000
Forfeited during the year	(110,000)	–
Exercised during the year	(370,833)	(207,500)
Outstanding at 30 June	2,986,400	662,500
Exercisable at 30 June	–	–

The Rights outstanding at 30 June 2012 have a weighted average contractual life of 1.9 years.

Notes to the Financial Statements

Note 26. Share-based payments (continued)

Fair value of Performance Rights and Share Appreciation Rights and assumptions

	140,000	51,667	200,000		601,562	1,993,171 Share
	Performance	Performance	Performance		Performance	Appreciation
	Rights grated	Rights granted	Rights granted	Rights granted		Rights granted
	on 31 August	on 30 June	on 10 November	on 20 February		on 20 February
	2010(A)	2011(A)	2011(A)		2012	2012
Fair value at grant date	$124,600	$57,867	$161,999		$300,782	$298,976
Share price at grant date	0.890	1.120	0.810		0.850	0.850
Exercise price	0.000	0.000	0.000		0.000	0.825
Expected volatility (weighted average)	N/A	N/A	N/A		50.00%	50.00%
Option life (expected weighted average)	N/A	N/A	N/A		3.0 years	3.0 years
Expected dividends	N/A	N/A	N/A		5.75%	5.75%
Risk-free interest rate (based on Government bonds)	N/A	N/A	N/A		3.72%	3.72%

(A) The Rights issued on 10 November 2011 or earlier only have a tenure condition therefore the fair value was determined by the share price at the date of grant.

Employee expenses relating to equity settled share based payments

Employee expenses relating to equity settled share based payments
In thousands of AUD	2012	2011
Gift shares granted to employees	3	47
Share options granted	31	69
Performance Rights	295	480
Share appreciation Rights	47	–
Total expense recognised as employee costs	376	596

46 LogiCamms’ Financial Report 2012

Note 27. Financial instruments

The main risks arising from the Group’s operations have been identified as credit risk, liquidity risk and interest rate risks.

Credit risk

Exposure to credit risk

The Group’s credit risk arises from cash and cash equivalents, trade and other receivables and the granting of financial guarantees.

Credit risks relating to trade receivables are managed by maintaining strong relationships with high quality clients, ensuring we only trade with creditworthy parties (assessed at the time of contract acceptance), and constantly reviewing the aging.

Credit risks related to cash and cash equivalents are managed by the placement of surplus working capital with financial institutions of appropriate credit worthiness, currently that being the Group’s bankers.

The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was:

to credit risk at the reporting date was:
In thousands of AUD	2012	2011
Trade receivables	22,574	16,409
Sundry debtors and prepayments	527	494
Project work in progress	6,669	4,975
	29,770	21,878
Cash and cash equivalents	16,430	13,527
	46,200	35,405

At 30 June 2012, $3,031 thousand of financial guarantees had been issued to customers (2011: $3,383 thousand). The Group has a guarantee facility of $7,000 thousand with their banker which is reviewed regularly by the Board and senior management in line withreviews of the overall banking facilities.

Of the Group’s exposure to credit risk for trade receivables at the reporting date, $745 thousand relates to contracts with overseas entities contracted in Australian dollars. The balance relates to contracts within Australia.

Details of the Group’s most significant customer receivable balances at 30 June 2012 are shown in the following table. The most significant single customer at 30 June 2012 is a large multi-national company in the resources and energy sector and contracts with many of the company’s trading subsidiaries.

many of the company’s trading subsidiaries.
	Carrying	% of trade	Carrying	% of trade
	amount	receivables	amount	receivables
In thousands of AUD	2012	2012	2011	2011
Most significant single customer	3,705	16%	1,626	10%
Top ten most significant customers	12,348	54%	8,096	48%

Credit risk associated with project work in progress is managed by monthly commercial and performance reviews of each major project by senior management to ensure that the carrying value of each project’s work in progress is recoverable. All contracts are being billed in accordance with the contractual terms and resultant work in progress balances have been assessed as being fully recoverable.

Notes to the Financial Statements

Note 27. Financial instruments (continued)

Impairment losses

The aging of the Group’s trade receivables at the reporting date was:

	Gross	Impairment	Gross	Impairment
In thousands of AUD	2012	2012	2011	2011
Not past due	18,697	–	12,177	–
Past due 0–30 days	1,691	–	1,762	–
Past due 31–120 days	1,489	–	1,480	–
Past due 121 days to one year	680	(96)	862	(12)
More than one year	316	(316)	247	(247)
Retentions (not past due)	113	–	140	–
	22,986	(412)	16,668	(259)

The credit quality of trade receivables is assessed based the quality of the client, the client’s history with the Group and the circumstances of the specific contract where relevant. Based on the Group’s monitoring of customer credit risk, the Group believes that, except as indicated above, no impairment allowance is necessary in respect of trade receivables not past due and not before past due 121 days.

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

In thousands of AUD	2012	2011
Balance at start of year	259	278
Impairment losses recognised	310	88
Amounts written off as non-recoverable	(157)	(107)
Balance at 30 June	412	259

The impairment loss at 30 June 2012 relates to specific invoices that the Group considers are unlikely to be recovered as well as an additional provision covering receivables past due 121 days or more. The allowance account in respect of trade receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amount is considered irrecoverable and is written off against the financial asset directly.

Liquidity risk

The following are the contractual maturities of the Group’s assets and liabilities, including estimated interest payments and excluding the impact of netting agreements:

			2012	2012					2011	2011
		Contract-						Contract-
	Carrying	ual cash	Less than				Carrying	ual cash	Less than
In thousands of AUD	amount	flows	1year	1–2	years	2–5years	amount	flows	1year	1–2	years	2–5years
Financial assets
Cash and cash equivalents	16,430	16,430	16,430		–	–	13,527	13,527	13,527		–	–
Trade and other receivables	29,770	30,182	30,182		–	–	21,878	22,137	22,137		–	–
	46,200	46,612	46,612		–	–	35,405	35,664	35,664		–	–
Financial liabilities
Finance leases	31	38	38		–	–	64	92	92		–	–
Trade and other payables	11,550	11,550	11,550		–	–	5,963	5,963	5,963		–	–
	11,581	11,588	11,588		–	–	6,027	6,055	6,055		–	–

48 LogiCamms’ Financial Report 2012

Interest rate risk

Profile

At reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:

	Carrying	amount
In thousands of AUD	2012	2011
Fixed rate instruments
Financial liabilities	31	64
Variable rate instruments
Financial assets	16,430	13,527
Financial liabilities	–	–

Cash flow sensitivity analysis for variable rate instruments

A change of 200 basis points in interest rates would have increased (decreased) equity and profit by the amounts shown below. A sensitivity of 2% (2011: 2%) has been selected as this is considered reasonable. The Directors cannot nor do not seek to predict movements in interest rates. These sensitivities are shown for illustrative purposes only.

In thousands of AUD	2012	2011
Effect on profit increase/(decrease)
If interest rates were 2% higher (2011: 2%)	329	269
If interest rates were 2% lower (2011: 2%)	(329)	(269)
Effect on profit after tax increase/(decrease)
If interest rates were 2% higher (2011: 2%)	230	188
If interest rates were 2% lower (2011: 2%)	(230)	(188)
Effect on shareholders’ equity increase/(decrease)
If interest rates were 2% higher (2011: 2%)	230	188
If interest rates were 2% lower (2011: 2%)	(230)	(188)

Fair values versus carrying amounts

The fair values and carrying amounts of financial assets and liabilities shown in the balance sheet were not materially different at 30 June 2012 due to the short term nature of these financial assets and liabilities.

The Group has no financial instruments carried at fair value and therefore has not disclosed the fair value hierarchy.

Notes to the Financial Statements

Note 28. Operating leases

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

Leases as lessee Non-cancellable operating lease rentals are payable as follows:
In thousands of AUD	2012	2011
Less than one year	4,190	3,027
Between one and five years	13,820	9,166
More than five years	3,656	1,257
	21,666	13,450

The Group leases properties in Brisbane, Perth, Melbourne and Adelaide as well as in several regional locations. The leases typically run for a period of 2 to 10 years, with options to renew. Most leases increase annually to reflect market rentals or movement in the consumer price index. During the year ended 30 June 2012 $3,044 thousand (2011 $2,463 thousand) was recognised as an expense in the income statement in respect of operating leases

Note 29. Related parties

Key Management Personnel compensation

The Key Management Personnel compensation included in ‘personnel expenses’ (see Note 9) is as follows

In AUD	2012	2011
Short-term employee benefits	2,124,747	1,936,710
Other long term benefits	30,332	29,315
Post-employment benefits	124,143	135,404
Share-based payments	296,364	542,188
Termination benefits	221,633	594,013
	2,797,219	3,237,630

The compensation disclosed above represents an allocation of the Key Management Personnel’s estimated compensation from the Group in relation to their services rendered to the Company.

Individual directors and executives compensation disclosures

Information regarding individual Directors’ and executives’ compensation and some equity instruments disclosures as required by Corporations Regulations 2M.3.03 are provided in the Remuneration Report section of the Directors’ Report. Apart from the details disclosed in this note, no Director has entered into a material contract with the Group since the end of the previous financial year and there were no material contracts involving Directors’ interests existing at year-end.

Loans to Key Management Personnel and their related parties

No loans were made to Key Management Personnel and their related parties during the year. The Group has not advanced loans to key management persons or their related parties.

Movements in shares

360,833 of ordinary shares were granted to Key Management Personnel during the reporting period upon exercise of rights granted as compensation in prior periods (2011: 197,500).

Non-Key Management Personnel disclosures

There were no transactions with non-Key Management Personnel during the year that require disclosure.

Acquisition of shares from related parties

There were no acquisitions of shares from related parties in the 2012 financial year.

50 LogiCamms’ Financial Report 2012

Other Key Management Personnel transactions

The terms and conditions of these transactions with management persons and their related parties were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-director related entities on an arm’s length basis.

Options and Rights over equity instruments

The movement during the reporting year in the number of options or rights over ordinary shares in the Company held, directly, indirectly or beneficially, by each Key Management Person, including their related parties, is as follows:

							Vested	Vested and
		Held at	Granted as		Expired or	Held at	during the	exercisable at
		1 July2011	compensation	Exercised	forfeited	30 June 2012	year	30 June 2012
Directors
Peter Watson	Rights	–	200,000	–	–	200,000	–	–
Giles Everist	–	–	–	–	–	–	–	–
Peter Wall	Options	–	–	–	–	–	–	–
Chris Greig	Options	100,000	–	–	(100,000)	–	–	–
Damian Young	Options	100,000	–	–	–	100,000	–	–
Steve Banning	Rights	–	1,074,079(B)	–	–	1,074,079	–	–
Executives
Matthew Adamo	Rights	155,000	627,344	(103,333)	–	679,011	103,333	–
Karsten Guster	Rights	262,500	656,607	(122,500)	–	796,607	122,500	–
Flora Furness	Rights	–	236,703	–	–	236,703	–	–
Paul Harrison	Rights	245,000	–	(135,000)	(110,000)(A)	–	135,000	–
							Vested	Vested and
		Held at	Granted as		Expired or	Held at	during the	exercisable at
		1 July2010	compensation	Exercised	forfeited	30 June 2011	year	30 June 2012
Directors
David Humann	Options	100,000	–	–	(100,000)	–	–	–
Peter Watson	Options	–	–	–	–	–	–	–
Giles Everist	Options	–	–	–	–	–	–	–
David Humann	Options	100,000	–	–	(100,000)	–	–	–
Peter Wall	Options	100,000	–	–	(100,000)	–	–	–
Chris Greig	Options	100,000	–	–	–	100,000	–	–
Garry McGrechan	Options	175,000	–	–	(175,000)	–	–	–
Damian Young	Options	–	100,000	–	–	100,000	–	–
Executives
Matthew Adamo	Rights	–	155,000	–	–	155,000	–	–
Karsten Guster	Rights	–	350,000	(87,500)	–	262,500	–	–
Adam Keats	Options	175,000	–	–	(175,000)	–	–	–
Paul Harrison	Rights	–	355,000	(110,000)	–	245,000	–	–

(A) Held at resignation.

(B) Subject to shareholder approval.

Notes to the Financial Statements

Note 29. Related parties (continued)

Movements in shares

The movement during the reporting year in the number of ordinary shares in the Company held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:

			Received on
			exercise of
	Held at		options or		Held at
	1 July2011	Purchases	Rights	Sales	30 June 2012
Directors
Peter Watson	–	388,835	–	–	388,835
Giles Everist	250,000	260,000	–	–	510,000
Peter Wall	67,001	60,000	–	–	127,001
Damian Young	38,750	10,000	–	–	48,750
David Humann	145,000	–	–	–	145,000(A)
Garry McGrechan	1,266,001	–	–	–	1,266,001(A)
Chris Greig	–	–	–	–	–(A)
Executives
Steve Banning	–	28,516	–	–	28,516
Matthew Adamo	59,376	–	103,332	–	162,708
Karsten Guster	108,500	53,000	122,500	–	284,000
Flora Furness	–	–	–	–	–
Paul Harrison	110,000	–	135,000	–	245,000(A)
			Received on
			exercise of
	Held at		options or		Held at
	1 July2010	Purchases	Rights	Sales	30 June 2011
Directors
Peter Watson	–	–	–	–	–
Giles Everist	–	250,000	–	–	250,000
Peter Wall	67,001	–	–	–	67,001
Damian Young	38,750	–	–	–	38,750
David Humann	225,000	–	–	(80,000)	145,000
Garry McGrechan	1,266,001	–	–	–	1,266,001
Chris Greig	–	–	–	–	–
Executives
Matthew Adamo	–	59,376	–	–	59,376
Karsten Guster	21,000	–	87,500	–	108,500
Paul Harrison	–	–	110,000	–	110,000
Adam Keats	3,837,033	–	–	–	3,837,033(A)

(A) Held at resignation.

There is a related party relationship between the parent, LogiCamms Limited, and each of its subsidiaries listed in Note 32.

52 LogiCamms’ Financial Report 2012

Note 30. Subsequent events

There are no material events subsequent to balance date that management is aware of that require disclosure.

Note 31. Auditors’ remuneration

Note 31. Auditors’ remuneration
In AUD	2012	2011
Audit services
KPMG Australia:
Audit and review of financial reports	183,000	169,500
Other services
KPMG Australia:
Taxation services	144,660	162,075
Other assurance services	–	–
	144,660	162,075

Note 32. Group entities

Parent and ultimate controlling party

As at, and throughout, the financial year ended 30 June 2012 the parent company of the Group and ultimate controlling party in the Group was LogiCamms Ltd. The subsidiary companies are listed below

	Country of	Ownership	interest
	incorporation	2012	2011
LogiCamms (WA) Pty Ltd	Australia	100%	100%
LogiCamms Consultants	Australia	100%	100%
LogiCamms (QLD) Pty Ltd	Australia	100%	100%
Competency Training Pty Ltd	Australia	100%	100%
LogiCamms Northern Pty Ltd	Australia	100%	100%
HSE Holdings Pty Ltd	Australia	100%	100%
Process Essentials Pty Ltd	Australia	100%	100%
LogiCamms Projects Pty Ltd	Australia	100%	100%
LogiCamms (CGH) Pty Ltd	Australia	100%	100%
LogiCamms (Central) Pty Ltd	Australia	100%	100%
LogiCamms Shared Services Pty Ltd	Australia	100%	100%
Camms Profit Impact Pty Ltd	Australia	100%	100%
Camms Global Technologies Pty Ltd	Australia	100%	100%
Camms Global Technologies (IP) Pty Ltd	Australia	100%	100%

Notes to the Financial Statements

Note 32. Group entities (continued)

Note 32. Group entities (continued)
Parent entity disclosures
In thousands of AUD	2012	2011
Result of the parent entity
Profit and comprehensive income for the year	11,265	9,890
Financial position of parent entity at year end
Current assets	31,480	31,571
Total assets	86,251	85,555
Current liabilities	6,147	13,713
Total liabilities	7,399	15,050
Net assets	78,852	70,505
Total equity of the parent entity comprising of
Share capital	63,553	63,639
Retained earnings	15,299	6,866
Total equity	78,852	70,505
Parent entity contingencies
In thousands of AUD	2012	2011
GST liabilities of other entities within the GST group	665	460
Tax liabilities of other entities within the tax consolidated group	802	(25)

54 LogiCamms’ Financial Report 2012

Directors’ Declaration

In the opinion of the directors of LogiCamms Ltd (‘the Company’):
a. the consolidated financial statements and notes set out on pages 23 to 54, and the Remuneration report in the Directors’ report, set out on pages 11 to 20, are in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the Group’s financial position as at 30 June 2012 and of its performance for the financial period ended on that date; and
- (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;
b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2(a);
c. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the managing director and chief financial officer for the financial year ended 30 June 2012.

Signed in accordance with a resolution of the directors:

==> picture [111 x 54] intentionally omitted <==

Peter Watson Chairman

Dated at Brisbane, Queensland, this 27th day of August 2012.

Independent Auditor’s Report

ABCD

Independent auditor’s report to the members of LogiCamms Limited

Report on the financial report

We have audited the accompanying financial report of LogiCamms Limited (the company), which comprises the consolidated statement of financial position as at 30 June 2012, and consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 32 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ responsibility for the financial report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 2 (a), the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements of the Group comply with International Financial Reporting Standards.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG Liability limited by a scheme approved under International Cooperative (“KPMG International”), a Swiss entity. Professional Standards Legislation.

56 LogiCamms’ Financial Report 2012

ABCD

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .

Auditor’s opinion

In our opinion:

(a) the financial report of the Group is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
(b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2 (a).

Report on the remuneration report

We have audited the Remuneration Report included in pages 11 to 20 of the directors’ report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards.

Auditor’s opinion

In our opinion, the remuneration report of LogiCamms Limited for the year ended 30 June 2012, complies with Section 300A of the Corporations Act 2001 .

KPMG

Stephen Board Partner

Brisbane 27 August 2012

Lead Auditor’s Independence Declaration

Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

To: the directors of LogiCamms Limited

I declare that, to the best of my knowledge and belief, in relation to the audit for the year ended 30 June 2012 there have been:

(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.

KPMG

Stephen Board Partner

Brisbane 27 August 2012

KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Liability limited by a scheme approved under Professional Standards Legislation.

58 LogiCamms’ Financial Report 2012

ASX Information

Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set out below. The information is correct at 5 September 2012.

Shareholdings

Twenty largest shareholders

The number of shares held by substantial shareholders and their associates are set out below:

Twenty largest shareholders The number of shares held by substantial shareholders and their associates are set out below:
Shareholder	Units	% of Units
UBS NOMINEES PTY LTD	7,068,410	10.49
NATIONAL NOMINEES LIMITED	4,763,216	7.07
THORNEY HOLDINGS PTY LTD	4,571,078	6.79
AMW CONSULTANCY SERVICES PTY LTD	3,491,840	5.18
J P MORGAN NOMINEES AUSTRALIA LIMITED	2,709,006	4.02
MR ADAM ROBERT KEATS	2,093,003	3.11
RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED	2,011,783	2.99
MR ADAM ROBERT KEATS + MRS NATASHA ELIZABETH KEATS	1,414,126	2.10
MR PAUL DAVID WALKER	1,298,730	1.93
PACIFIC CUSTODIANS PTY LIMITED	1,200,000	1.78
MR ADAM MURRAY HORE + MS MEAGHAN LEE ROWE	1,106,706	1.64
MR PAUL WALKER + MRS LEANNE WALKER	828,770	1.23
MR WAYNE THOMAS KIRBY + MRS CLARE MAREE KIRBY	783,450	1.16
MR IAN HAMILTON PATERSON	745,183	1.11
ACN 059 050 574 PTY LTD	661,894	0.98
MS CINDY SCHMIDTCHEN	625,257	0.93
MR ADAM ROBERT KEATS + MR STEVEN MICHAEL WILD	589,484	0.88
MR ADAM ROBERT KEATS + MR STEVEN MICHAEL WILD	544,484	0.81
INVESCO NOMINEE PTY LTD	535,000	0.79
RUMINATOR PTY LTD	513,644	0.76
Totals: Top 20 holders of Ordinary Fully Paid Shares (Total)	37,555,064	55.75
Total Remaining Holders Balance	29,810,891	44.25

Substantial Shareholders

Substantial Shareholders
Shareholder	Units	% of Units
TIGA Trading Pty Ltd & Related Parties	10,869,751	16.14
Paradice Investment Management Pty Ltd	4,376,250	6.50
Mr Adam Robert Keats & Related Parties	3,837,033	5.70
AMW Consulting Services Pty Ltd	3,491,840	5.18

ASX Information

Range of Shares

Ordinary Fully Paid Shares

Ordinary Fully Paid Shares
	Total		% of
Range	Holders	Units	Issued Capital
1 - 1,000	201	157,655	0.23
1,001 - 5,000	433	1,512,447	2.25
5,001 - 10,000	299	2,423,014	3.60
10,001 - 100,000	487	13,714,603	20.36
100,001 - 9,999,999,999	62	49,558,236	73.57
Rounding			-0.01
Total	1,482	67,365,955	100.00

Unmarketable Parcels

There were 32 holders of unmarketable parcels of less than $500.

Voluntary Escrow

No shares under voluntary escrow.

Unlisted Securities – Performance Rights

Unlisted Securities – Performance Rights
		Number
Issue Date	VestingDate	of Shares
31 August 2010	On or after 31 August 2012	140,000
30 June 2011	On or after 14 February 2013	51,667
10 November 2011	On or after 2 June 2014	66,667
10 November 2011	On or after 2 June 2015	66,667
10 November 2011	On or after 2 June 2016	66,666
20 February 2012	On or after 30 June 2014	601,562
		993,229

The Performance Rights are exercisable into shares for nil consideration. The terms of the Performance Rights require that the recipient must remain in the continuous employment of the Company until the vesting date.

60 LogiCamms’ Financial Report 2012

Unlisted Securities – Options

Unlisted Securities – Options
	Exercise	Number
ExpiryDate	Price	of Shares
2 March 2013	$0.85	621,999
30 May 2014	$1.20	100,000
		721,999

Unlisted Securities – Share Appreciation Rights

		Number
Issue Date	VestingDate	of Rights
20 February 2012	30 June 2014	1,993,171

The effective exercise price of the share appreciation rights is equal to the share price at the date of grant and the payoff is equivalent to the difference between the price at the end of the performance period and the allocation share price, with the value settled in shares at the end of an additional 1 year period.

Securities Exchange

The Company is listed on the Australian Securities Exchange. The Home exchange is Perth, Western Australia.

Other information

LogiCamms Ltd, incorporated and domiciled in Australia, is a publicly listed company limited by shares.

Buy Back

There is no current on-market buy-back.

Voting rights

Ordinary shares

The voting rights attached to the ordinary shares are governed by the Constitution. On a show of hands every person present who is a member or representative of a member shall have one vote and on a poll, every member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each share held.

Options

There are no voting rights attached to the options.

Designed and produced by IRMAU.com

LogiCamms Limited

ASX:LCM ACN 127 897 689 ABN 90 127 897 689

Registered Office

433 Boundary Street Spring Hill QLD 4000 Tel. + 61 7 3058 7000

Location of Share Registry

Computershare Investor Services Limited 45 St Georges Terrace West Perth WA 6000 Tel. + 61 8 9323 2000

State Offices

433 Boundary Street Spring Hill QLD 4000 Tel. + 61 7 3058 7000

251 Adelaide Terrace Perth WA 6000 Tel. +61 8 6331 8888

431-439 King William Street Adelaide SA 5000 Tel. +61 8 8415 5600

484 St Kilda Road Melbourne VIC 3004 Tel. + 61 3 8639 3200

Regional Offices

39-41 Tank Street Gladstone QLD 4680 Tel. +61 7 3058 7000

19B Darling Terrace Whyalla SA 5600 Tel. +61 8 8645 2145 48-50 Smith Street Darwin NT 0801 Tel. +61 8 8943 0625 43 River Street Mackay QLD 4740 Tel. +61 7 4953 3000

==> picture [30 x 591] intentionally omitted <==

www.logicamms.com.au

AI assistant

VERBREC LIMITED — Annual Report 2012

65992_rns_2012-09-09_912616b7-ad38-45d3-a71c-a5bb43577afc.pdf

Performance Highlights

People, Health & Safety

Profitability

Projects & Customers

Pipeline & Order Book

Positioning

Our Business

Chairman’s Report

Results

Capital management

governance and risk management

Board and management

Health and safety

Outlook

Managing Director’s Report

Financial performance

People

Health and safety

Our business performance

Engineering

markets and project activity

Project Delivery

asset management

Competency Training

International projects

Organisational development

Strategy and outlook

Australia

International

Strategy

What we want to achieve

Current

Markets

How we will deliver

Implement business plan across core focus areas of:

Our competitive advantages

Board and Management

Our Board and Management group brings together breadth and depth of leadership experience, commercial acumen and industry knowledge.

Financial Report 2012

Contents

Directors’ Report

Principal activities

Operating results

Directors’ Report

Dividends paid or recommended

Declared after end of year

Financial position

Significant changes in state of affairs

After balance date events

Future developments

Environmental regulation and performance

Information on Directors’

Mr Peter Watson

Experience

Mr Giles Everist

Experience

Current directorships held in other listed entities

Current directorships held in other listed entities

Directors’ Report

Information on Directors’ (continued)

Mr Peter Wall

Experience

Current directorships held in other listed entities

y None

Mr Steve Banning

Experience

Directorships held in other listed entities

Mr Damian Young

Experience

Current directorships held in other listed entities

Mr David Humann

Independent Non-Executive Director

Experience

Directorships held in other listed entities

Information on Company Secretaries

Mr Garry McGrechan

Independent Non-Executive Director

VERBREC LIMITED Annual Report 2012