Preliminary Final Report of LogiCamms Limited For the Financial Year Ended 30 June 2012

(ABN 90 127 897 689)

This Preliminary Final Report is provided to the Australian Stock Exchange (ASX) under ASX Listing Rule 4.3A

Current Reporting Period: Financial Year ending 30 June 2012 Previous Corresponding Period: Financial Year ending 30 June 2011

Appendix 4E

Results for announcement to the market

ppendix 4E esults for announcement to the market
	30 June 2012 $’000	30 June 2011 $’000	Change
Revenue from ordinaryactivities	123,055	97,813	+25.81%
Profit from ordinaryactivities after tax attributable to members	10,689	4,630	+130.86%
Netprofit for theperiod attributable to members	10,689	4,630	+130.86%
Earnings per share:
Basic earningsper share(AUD centsper share)	15.9	7.6
Diluted earningsper share(AUD centsper share)	15.7	7.5

Dividends

A final dividend of 5.00 cents for the year ended 30 June 2012 has been declared:

Date dividend was declared 27 August 2012 Record date to determine entitlements to the dividend 12 September 2012 Date the 2012 dividend is payable 26 September 2012

Total dividend per security

Total dividend per security
Interim dividend – ordinary securities Final dividend - ordinary securities	Currentyear	Previousyear
	3.50 cents	3.25 cents
	5.00 cents	1.25 cents

Total dividends paid or payable on all securities with respect to the financial year

Ordinary securities Total Net tangible assets per security Net tangible assets per security	30 June 2012 $’000	30 June 2011 $’000
	5,738	2,799
	5,738	2,799

	Currentyear	Previousyear
	48.2 cents	38.7 cents

Entities over which control has been gained or lost during the period

There are no ent it ies over w hich cont rol has b een gained or lost d uring t he period .

Details of investment in joint venture

Details of investment in joint venture
Name of Entity	Ownership interest		Contribution to net profit
	2012 %	2011 %	2012 $’000	2011 $’000
LogiCamms – Electro80 joint venture	50%	50%	(55)	(64)

Other information

Except for the matters noted above, all the disclosure requirements pursuant to ASX Listing Rule 4.3A are contained within LogiCamms Limited‟s consolidated Financial Report for the year ended 30 June 2012 which accompanies this Preliminary Final Report.

This report is based on accounts which have been audited.

==> picture [177 x 76] intentionally omitted <==

Peter Watson Chairman

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

LogiCamms Limited ABN 90 127 897 689

Financial Report For the Year Ended 30 June 2012

	Page
Directors‟ report	3
Statement of financial position	26
Statement of comprehensive income	27
Statement of changes in equity	28
Statement of cash flows	29
Notes to the financial statements	30
Directors‟ declaration	64
Independent auditor‟s report	65
Auditor‟s independence declaration	67

LogiCamms Limited Directors‟ report

For the year ended 30 June 2012

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:

Name	Position	Year of initial Appointment	Year last 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:

Mr Paul Bowker (Appointed 18 July 2011)

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:

In thousands Revenue Profit before tax Income tax benefit / (expense) Profit for the year attributable to equity holders in the Company Basic earnings per share (cents per share) Diluted earnings per share (cents per share)	2012 $ 2011 $ 123,055 97,813
	10,992 4,391 (303) 239
	10,689 4,630
	15.9 7.6 15.7 7.5

LogiCamms Limited Directors‟ report

Dividends Paid or Recommended

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

		Total amount	Franked/
	Cents per share	$’000	unfranked	Date of payment
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.

LogiCamms Limited Directors‟ report Information on Directors

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.
Current directorships held in	None
other listed entities
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	Chairman Decmil Group since December 2011 and Director since December 2009.
other listed entities
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	None
other listed entities
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	None
other listed entities

LogiCamms Limited Directors‟ report

Information on Directors (continued)

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	None
listed entities
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	Chairman Mincor Limited (since November 2000)
listed entities	India Resources Ltd (2007-2008, rejoined in July 2010)
	Chairman Advanced Banking 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	None
listed entities

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.

LogiCamms Limited Directors‟ report

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 & Committee Meetings	Audit & Committee Meetings	Nomination and Remuneration Committee Meetings	Nomination and Remuneration Committee Meetings	Project Committee(i) 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 (i)	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.

LogiCamms Limited Directors‟ report

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.

LogiCamms Limited

Directors‟ report

Chairperson

The Board has appointed an independent Chairperson, Mr Peter Watson. Peter was appointed as an independent NonExecutive 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.

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 reelection 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.

LogiCamms Limited Directors‟ report

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:

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.
Compliance with applicable laws, regulations and governance standards in areas in which we operate.
A standard approach to the management of risk and to the acceptable levels of risk throughout the business.
Processes and systems to empower our staff to proactively identify and address risk issues and events.
Identification, management and reporting on key business risks across the organisation.
Providing risk management information and training programs.
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.

LogiCamms Limited

Directors‟ report

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.

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.

LogiCamms Limited

Directors‟ report

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:

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

LogiCamms Limited Directors‟ report

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:

an overview of the Company‟s approach to executive reward;
the governance of remuneration arrangements;
the components of executive remuneration;
the remuneration outcomes for the 2012 financial year and the links between remuneration and company performance;
an overview of executive service agreements;
remuneration for the 2012 financial year; and
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:

Alignment to sustainable long-term value creation
Assist the attraction and retention of highly skilled employees
Be competitive within the global markets in which the Group operates
Alignment is best achieved through high levels of equity ownership
Provide high rewards for true outperformance
Simple and transparent remuneration framework
Consistent remuneration framework across the organisation
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 Limited Directors‟ report

Remuneration report – audited (continued)

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.

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 Incentive Outcomes	STI payout for KMP was 100% of the target opportunity due to the achievement of Company and individual performance measures. The STI payout will be in the form of cash being payable in September 2012.
Long Term Incentive Outcomes	For 2012 there were 4 participants in the LTI, being those current KMP‟s listed below. They have been awarded the Performance Rights and Share Appreciation Rights set out in the table on page 21.

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

LogiCamms Limited Directors‟ report

Remuneration report – audited (continued)

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:

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.
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:
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
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.

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:

Financial and Operational Performance
Safety
People Management
Cash Management
Customer Feedback
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.

LogiCamms Limited Directors‟ report

Remuneration report – audited (continued)

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).

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.
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):

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.
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.

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

Vesting Criteria	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:  Below 50thpercentile, no vesting  Between 50thand 75thpercentile, pro rata vesting between 50 – 100%  Equal or greater than 75thpercentile, 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.

LogiCamms Limited Directors‟ report

Remuneration report – audited (continued)

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.

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%

LogiCamms Limited Directors‟ report

Remuneration report – audited (continued)

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.

Name	Key Management	STI	Percentage of
	Personnel Title	Award	Target 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.

Name	Key Management Personnel Title	Performance Rights Awarded (#)	Fair Value at Grant per right	SARs Awarded (#)	Fair Value at Grant per SAR
Steve Banning1	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

1 Subject to shareholder approval, fair value estimate used.

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

LogiCamms Limited Directors‟ report

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.

LogiCamms Limited Directors‟ report

Remuneration report – audited (continued)

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).

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 2011until 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.

LogiCamms Limited Directors‟ report

Remuneration report – audited (continued)

Directors’ and executive officers’ remuneration (Consolidated) – audited

Details of the nature and amount of each major element of remuneration of each Key Management Personnel are:

in AUD			Short-term	Short-term		Post- employment	Other long term (A)	Termination benefits $	Share-based payments	Total $	Proportion of remuneration performance related %	Value of options and rights as proportion of remuneration %
		Salary & fees $	STI cash bonus $	Non- monetary benefits $	Total $	Super- annuation benefits $	$		Options and rights $
Directors Non-executive directors Giles Everist Peter Wall Damian Young David Humann (resigned 10 November 2011) Garry McGrechan (resigned10 November 2011) Chris Greig (resigned 17 August 2011) Executive Directors Peter Watson (Executive Chairman 1 July to 10 November 2011) Steve Banning, Managing Director (appointed 10 November 2011) Adam, Keats, Former Managing Director (resigned 30 June 2011) Executives Matthew Adamo, Chief Financial Officer (appointed 14 February 2011) Karsten Guster, Strategy & Development Director Flora Furness, People & Culture Director (appointed 1 November 2011) Paul Harrison, Chief Operations Officer (to 1 November 2011)
	2012	75,000	-	1,749	76,749	-	-	-	-	76,749	-	-
	2011	18,750	-	-	18,750	-	-	-	-	18,750	-	-
	2012	41,284	-	1,749	43,033	3,716	-	-	-	46,749	-	-
	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%
	2011	41,479	-	-	41,479	3,733	-	-	8,932	54,144	-	16.5%
	2012	27,000	-	1,749	28,749	-	-	-	-	28,749	-	-
	2011	112,200	-	-	112,200	-	-	-	235	112,435	-	0.2%
	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%
	2012	6,881	-	1,749	8,630	619	-	-	-	9,249	-	-
	2011	41,284	-	-	41,284	3,716	-	-	551	45,551	-	1.2%
	2012	188,000	-	1,749	189,749	-	-	-	30,676	220,425	-	13.9%
	2011	47,000	-	-	47,000	-	-	-	-	47,000	-	-
	2012	341,649	88,000	1,749	431,398	27,257	7,615	-	45,194(B)	511,464	26.0%	8.8%
	2011 2012 2011	- - 444,954	- - -	- - -	- - 444,954	- - 40,046	- - 8,083	- - 488,466	- - 410	- - 981,959	- - -	- - 0.0%
	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%
	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%
	2012	193,490	51,000	1,749	246,239	17,414	4,365	-	9,963	277,981	21.9%	3.6%
	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 Remuneration	2012	1,745,759	358,000	20,988	2,124,747	124,143	30,332	221,633	296,364	2,797,219
	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.

LogiCamms Limited Directors‟ report

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.

				Fair value
	Instrument	Number	Grant Date	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 Banning1	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.

LogiCamms Limited Directors‟ report

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.

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	Ordinary	Options over	Performance Rights	Share Appreciation
	shares	ordinary shares		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 Key Management Peter Watson Steve Banning Matthew Adamo Karsten Guster Flora Furness	Options Performance Rights Share Appreciation Rights - 200,000 - - 249,014 825,065 - 145,443 481,901 - 152,228 504,379 - 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:

Expiry date Exercise 2 March 2013 $0.85 30 May 2014 $1.20	Number of shares 621,999 100,000
	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.

LogiCamms Limited Directors‟ report

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:

Indemnify the officer to the extent permitted by law and under the Company‟s Constitution; and
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

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:

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
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:

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

LogiCamms Limited

Directors‟ report

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 67 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 [158 x 66] intentionally omitted <==

Peter Watson

Chairman

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

LogiCamms Limited

Consolidated statement of financial position

As at 30 June 2012

In thousands of AUD *Note* Assets Cash and cash equivalents 12a Trade and other receivables 13 Inventories 14 Current tax asset 17 Total current assets Investments in equity accounted investees 15 Property, plant and equipment 16 Deferred tax assets 17 Intangible assets 18 Total non-current assets Total assets Liabilities Trade and other payables 19 Loans and borrowings 20 Employee benefits 21 Current tax payable 17 Provisions 22 Deferred income 23 Total current liabilities Loans and borrowings 20 Employee benefits 21 Total non-current liabilities Total liabilities Net assets Equity Share capital Retained earnings Total equity attributable to owners of the Company	2012	2012
		13,527 21,878 134 25

	16,430
	29,770
	-
	-
	46,200	35,564
	91	79 1,693 1,798 35,921
	3,552
	1,751
	36,173
	41,567	39,491
	87,767	75,055
		5,963 33 3,335 - 165 2,040
	11,550
	31
	4,614
	802
	140
	733
	17,870	11,536
	-	31 1,338
	1,251
	1,251	1,369
	19,121	12,905
	68,646	62,150
	51,152 52,513 17,494 9,637
	68,646 62,150

The notes on pages 30 to 63 are an integral part of these consolidated financial statements.

LogiCamms Limited

Consolidated statement of comprehensive income

For the year ended 30 June 2012

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

The notes on pages 30 to 63 are an integral part of these consolidated financial statements.

LogiCamms Limited

Consolidated statement of changes in equity

For the year ended 30 June 2012

Share Capital Retained earnings	Total	Non- controlling interest Total Equity
52,513 9,637	62,150	- 62,150

- 10,689	10,689	- 10,689
- -	-	- -
- 10,689	10,689	- 10,689


100 -	100	- 100
(186) -	(186)	- (186)
(1,275) -	(1,275)	- (1,275)
- (3,208)	(3,208)	- (3,208)
- 376	376	- 376
51,152 17,494	68,646	- 68,646
Share Capital Retained earnings 44,135 8,477	Total 52,612	Non- controlling interest Total Equity 201 52,813
- 4,630 - -	4,630 -	- 4,630 - -
- 4,630	4,630	- 4,630
8,500 - 157 - (279) - - (4,066) - 596	8,500 157 (279) (4,066) 596	- 8,500 - 157 - (279) (201) (4,267) - 596
52,513 9,637	62,150	- 62,150

For the year ended 30 June 2011

The notes on pages 30 to 63 are an integral part of these consolidated financial statements.

LogiCamms Limited

Consolidated statement of cash flows

For the year ended 30 June 2012

In thousands of AUD *Note* Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest paid Income taxes refunded / (paid) Net cash inflow from operating activities 12b Cash flows from investing activities Interest received Proceeds from sale of property, plant and equipment Acquisition of a business 7 Acquisition of property, plant and equipment 16 Acquisition of intangible assets 18 Net cash outflow from investing activities Cash flows from financing activities Proceeds from issue of share capital Acquisition of treasury shares 25 Acquisition of shares bought back Proceeds from borrowings Payment of capital raising transaction costs Repayment of borrowings Dividends paid to the shareholders of the Company Dividends paid to minority interest Net cash inflow from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of financial year Cash and cash equivalents at end of financial year 12a	2012	2011 100,355 (96,157)


	114,255
	(104,983)
	9,272	4,198 (51) (540)
	(10)
	571
	9,833	3,607
		189 - - (848) (9)

	420
	28
	(528)
	(2,148)
	-
	(2,228)	(668)
		8,657 - - 630 (399) (648) (4,066) (201)

	-
	(1,275)
	(186)
	-
	-
	(33)
	(3,208)
	-
	(4,702)	3,973
		6,912 6,615
	2,903

	13,527
	16,430	13,527

The notes on pages 30 to 63 are an integral part of these consolidated financial statements.

LogiCamms Limited

Notes to the financial statements

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.

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.

(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 on-going 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:

notes 8 and 13 – revenue recognition and project work in progress
note 18 – measurement of the recoverable amounts of cash-generating units containing goodwill
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.

LogiCamms Limited

Notes to the financial statements

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:

the fair value of the consideration transferred; plus
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
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.

(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.

LogiCamms Limited

Notes to the financial statements

3. Significant accounting policies (continued)

(a) Basis of consolidation (continued)

(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.

LogiCamms Limited

Notes to the financial statements

3. Significant accounting policies (continued)

(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.

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:

 plant and equipment 3 - 10 years  building fit out costs 4 - 7 years  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.

LogiCamms Limited

Notes to the financial statements

3. Significant accounting policies (continued)

(e) Intangible assets (continued)

(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.

LogiCamms Limited

Notes to the financial statements

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 availablefor-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-forsale 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.

LogiCamms Limited

Notes to the financial statements

3. Significant accounting policies (continued)

(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 profitsharing 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.

(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.

LogiCamms Limited

Notes to the financial statements

3. Significant accounting policies (continued)

(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.

LogiCamms Limited

Notes to the financial statements

3. Significant accounting policies (continued)

(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:

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.
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.
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.

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.

LogiCamms Limited

Notes to the financial statements

3. Significant accounting policies (continued)

(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.

LogiCamms Limited

Notes to the financial statements

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.

(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.

LogiCamms Limited

Notes to the financial statements

5. Financial risk management

Overview

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

Credit risk
Liquidity risk
Currency risk
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.

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.

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.

LogiCamms Limited

Notes to the financial statements

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.

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.

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.

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.

LogiCamms Limited Notes to the financial statements

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.

8. Revenue

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

9. Expenses

The statement of comprehensive income includes the following specific expenses:

In thousands of AUD Personnel expenses Contractor expenses Operating leases Contributions to defined contribution superannuation funds	2012 2011 61,225 45,570 17,996 6,637 3,044 2,468 4,365 3,202
	86,630 57,877

10. Finance income and expense

Recognised in profit or loss

In thousands of AUD Interest income on bank deposits Finance income Interest expense on financial liabilities Finance expense Net finance income / (expense)	2012 2011 420 189
	420 189
	(10) (51)
	(10) (51)
	410 138

LogiCamms Limited

Notes to the financial statements

11. Income tax expense

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

Numerical reconciliation between tax expense and pre-tax accounting profit

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

LogiCamms Limited

Notes to the financial statements

12a. Cash and cash equivalents

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

12b. Reconciliation of cash flows from operating activities

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

LogiCamms Limited

Notes to the financial statements

13. Trade and other receivables

rade and other receivables
In thousands of AUD Current Trade receivables Provision for impairment of trade receivables Prepayments and sundry debtors Project work in progress	2012 2011 22,986 16,668 (412) (259) 527 494
	23,101 16,903 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.

14. Inventories

In thousands of AUD Finished goods	2012 2011 - 134

15. Equity accounted i nvestees (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 thousands of AUD Ownership % Current assets Non current assets Total assets Current liabilities Non current liabilities Total liabilities Net assets Group‟s share of net assets Revenues Expenses Profit / (loss) Group‟s share of loss	2012 2011 50% 50% 2,140 1,271 65 137
	2,205 1,408
	2,023 1,250 - -
	2,023 1,250
	182 158
	91 79
	4,771 2,656 (4,881) (2,785)
	(110) (129)
	(55) (64)

LogiCamms Limited

Notes to the financial statements

16. Property, plant and equipment

Plant and equipment Building fit outs 3,752 190 848 - - -	Motor Vehicles 300 - -	Total 4,242 848 -
4,600 190	300	5,090

4,600 190	300	5,090
855 1,186	107	2,148
525 -	-	525
(993) -	(178)	(1,171)
4,987 1,376	229	6,592
2,602 19 527 20 - -	206 23 -	2,827 570 -
3,129 39	229	3,397

3,129 39	229	3,397
586 74	22	682
(885) -	(154)	(1,039)
2,830 113	97	3,040
1,150 171	94	1,415
1,471 151	71	1,693

1,471 151	71	1,693
2,157 1,263	132	3,552

17. Tax assets and liabilities Current tax assets and liabilities

In thousands of AUD Current assets Current financial year

Current liabilities

Current financial year

2012	2011
-	25
802	-

LogiCamms Limited Notes to the financial statements

17. Tax assets and liabilities (continued)

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

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

Movement in temporary differences during the year

In thousands of AUD Plant and equipment Trade receivables Revenue received in advance Work in progress Employee benefits Other payables Provisions Transaction costs	Balance 1 July 2010 Recognised in profit or loss Recognised in equity Balance 30 June 2011 (5) 5 - - 84 (13) - 71 - 102 - 102 (245) (19) - (264) 1,215 177 - 1,392 298 (137) - 161 85 (35) - 50 308 (142) 120 286	Balance 1 July 2011 Recognised in profit or loss Recognised in equity Balance 30 June 2012

		- - - -
		71 52 - 123
		102 (19) - 83
		(264) (798) - (1,062)
		1,392 358 - 1,750
		161 478 - 639
		50 (8) - 42
		286 (110) - 176
	1,740 (62) 120 1,798	1,798 (47) - 1,751

LogiCamms Limited Notes to the financial statements

18. Intangible assets

Goodwill 35,921 -	Development costs & other 119 9	Total 36,040 9
35,921	128	36,049

35,921	128	36,049
252	-	252
-	(128)	(128)
36,173	-	36,173
- - -	81 47 -	81 47 -
-	128	128

-	128	128
-	(128)	(128)
-	-	-
35,921	38	35,959
35,921	-	35,921

35,921	-	35,921
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:

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

LogiCamms Limited Notes to the financial statements

19. Trade and other payables

rade and other payables
In thousands of AUD Trade payables GST payable Accrued expenses	2012 2011 3,802 2,485 665 415 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.

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 Current liabilities Finance lease liabilities Non-current liabilities Finance lease liabilities	2012 2011 31 33
	- 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.

21. Employee benefits

Current

In thousands of AUD Liability for long service leave Liability for time off in lieu Liability for annual leave Salaries and wages accrued Total employee benefits – current Non-Current In thousands of AUD Liability for long service leave Provisions In thousands of AUD Balance at the beginning of the year Provisions made during the year Provisions used during the year Provisions reversed during the year Balance at the end of the year	2012 2011 834 573 567 331 3,180 2,398 33 33
	4,614 3,335
	2012 2011 1,251 1,338
	2012 2011 165 285 173 184 (63) (55) (135) (249)
	140 165

22. Provisions

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.

LogiCamms Limited Notes to the financial statements

23. Deferred income

In thousands of AUD Revenue in advance	2012 2011 733 2,040

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

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

In thousands of AUD
Profit for the year
Weighted average number of ordinary shares
In thousands of shares
Shares on issue at beginning of year
Effect of performance Rights exercised (370,833 weighted down)
Effect of shares options exercised
Effect of ordinary shares issued (114,649 weighted down)
Effect of shares bought back (200,000 weighted up)
Effect of shares bought back by EST (1,200,000 weighted up)(A)
Weighted average number of ordinary shares at end of year

2012
2011
10,689
4,630

2012
2011
67,142
59,984
291
165
-
45
96
1,065
(64)
-
(198)
-

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

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

LogiCamms Limited Notes to the financial statements

25. Capital and reserves Share capital

Capital and reserves Share capital
In thousands On issue at 1 July Issued for cash Issued in business combinations Bought back Exercise of Performance Rights Exercise of options On issue at 30 June – fully paid1	Number of Ordinary Shares Number of Ordinary Shares 2012 2011 67,142 59,984 - 6,800 115 - (200) - 371 207 - 151
	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.

1As 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.

In thousands of AUD Cents per share Final ordinary for FY2012 5.00	Total amount Franked / unfranked Date of payment 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.

nded 30 June 2012 and will be recognised in subsequent financial reports.
In thousands of AUD Dividend franking account 30 percent franking credits available to shareholders of the Company for subsequent financial years	2012

	3,814

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).

LogiCamms Limited

Notes to the financial statements

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 entitled	Number of	Vesting conditions		Contractual	Contractual
	instruments				life of
				options
Options granted on 2 March 2010	621,999	162,000 options on or after 12 months after		3.5 years
		issue provided the price of 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 30 November	100,000	33,333 options on or after 12 months after		3.5 years
2010		issue provided the price of 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	Number of Weighted	Number of
average exercise		options average exercise		options
	price	price
	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 number and weighted average exercise prices of share options are as follows:

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 at grant date Share price at grant date Exercise price Expected volatility (weighted average) Option life (expected weighted average) Expected dividends Risk-free interest rate (based on Government bonds)	621,999 options granted in 2010 financial year 100,000 options granted in 2011 financial year

	$111,090 $22,923
	0.84 1.18
	0.85 1.20
	75.00% 45.87%
	3.5 years 3.5 years
	6.00% 5.32%
	5.00% 5.06%

LogiCamms Limited Notes to the financial statements

26. Share-based payments (continued)

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:

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

		-

		1.7 years

		4.5 years

		2.4 years


		2.4 years

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:

A relative total shareholder return measure over the performance period
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.

LogiCamms Limited Notes to the financial statements

26. Share-based payments (continued)

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

Outstanding at beginning of year Granted during the year Forfeited during the year Exercised during the year Outstanding at 30 June Exercisable at 30 June	2012 2011 662,500 - 2,804,733 870,000 (110,000) - (370,833) (207,500)
	2,986,400 662,500
	- -

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

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

In thousands of AUD Gift shares granted to employees Share options granted Performance Rights Share appreciation Rights Total expense recognised as employee costs	2012 2011 3 47 31 69 295 480 47 -
	376 596

LogiCamms Limited

Notes to the financial statements

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:

In thousands of AUD Trade receivables Sundry debtors and prepayments Project work in progress Cash and cash equivalents	2012 2011 22,574 16,409 527 494 6,669 4,975
	29,770 21,878
	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 with reviews 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.

	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.

LogiCamms Limited

Notes to the financial statements

27. Financial instruments (continued)

Credit risk (continued)

Impairment losses

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

In thousands of AUD Not past due Past due 0-30 days Past due 31-120 days Past due 121 days to one year More than one year Retentions (not past due)	Gross Impairment Gross Impairment 2012 2012 2011 2011 18,697 - 12,177 - 1,691 - 1,762 - 1,489 - 1,480 - 680 (96) 862 (12) 316 (316) 247 (247) 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 Balance at start of year Impairment losses recognised Amounts written off as non-recoverable Balance at 30 June	2012 2011 259 278 310 88 (157) (107)
	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.

LogiCamms Limited Notes to the financial statements

27. Financial instruments (continued)

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:

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

LogiCamms Limited Notes to the financial statements

27. Financial instruments (continued) Interest rate risk

Profile

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

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

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
Effect on profit increase/(decrease)
If interest rates were 2% higher (2011: 2%)
If interest rates were 2% lower (2011: 2%)
Effect on profit after tax increase/(decrease)
If interest rates were 2% higher (2011: 2%)
If interest rates were 2% lower (2011: 2%)
Effect on shareholders’ equity increase/(decrease)
If interest rates were 2% higher (2011: 2%)
If interest rates were 2% lower (2011: 2%)

2012
2011
329
269
(329)
(269)

230
188
(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.

LogiCamms Limited

Notes to the financial statements

28. Operating leases

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

In thousands of AUD Less than one year Between one and five years More than five years	2012 2011 4,190 3,027 13,820 9,166 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.

29. Related parties Key Management Personnel compensation

The Key Management Personnel compensation included in „personnel expenses‟ (see note 9) is as follows

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

LogiCamms Limited

Notes to the financial statements

29. Related parties (continued)

Other Key Management Personnel transactions (continued)

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 and
							Vested	exercisable
		Held at 1				Held at	during	at 30
		July	Granted as		Expired or	30 June	the year	June
		2011	compensation	Exercised	forfeited	2012		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 and
							Vested	exercisable
		Held at 1				Held at	during	at 30
		July	Granted as		Expired or	30 June	the year	June
		2010	compensation	Exercised	forfeited	2011		2011
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.

LogiCamms Limited

Notes to the financial statements

29. Related parties (continued) Other Key Management Personnel transactions (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
	Held at		options or		30 June
	1 July 2011	Purchases	Rights	Sales	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		Held at
	Held at		exercise of		30 June
	1 July 2010	Purchases	options or Rights	Sales	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.

30. Subsequent events

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

LogiCamms Limited

Notes to the financial statements

31. Auditors’ remuneration

In AUD Audit services KPMG Australia: Audit and review of financial reports Other services KPMG Australia Taxation services Other assurance services	2012 2011 183,000 169,500
	144,660 162,075 - -
	144,660 162,075

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 incorporation LogiCamms (WA) Pty Ltd Australia LogiCamms Consultants Australia LogiCamms (QLD) Pty Ltd Australia Competency Training Pty Ltd Australia LogiCamms Northern Pty Ltd Australia HSE Holdings Pty Ltd Australia Process Essentials Pty Ltd Australia LogiCamms Projects Pty Ltd Australia LogiCamms (CGH) Pty Ltd Australia LogiCamms (Central) Pty Ltd Australia LogiCamms Shared Services Pty Ltd Australia Camms Profit Impact Pty Ltd Australia Camms Global Technologies Pty Ltd Australia Camms Global Technologies (IP) Pty Ltd Australia Parent entity disclosures In thousands of AUD Result of the parent entity Profit and comprehensive income for the year Financial position of parent entity at year end Current assets Total assets Current liabilities Total liabilities Net assets Total equity of the parent entity comprising of Share capital Retained earnings Total equity Parent entity contingencies In thousands of AUD GST liabilities of other entities within the GST group Tax liabilities of other entities within the tax consolidated group	Ownership interest 2012 2011 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 2012 2011 11,265 9,890 31,480 31,571 86,251 85,555 6,147 13,713 7,399 15,050
	78,852 70,505
	63,553 63,639 15,299 6,866
	78,852 70,505
	2012 2011 665 460 802 (25)

LogiCamms Limited Directors‟ declaration

1 In the opinion of the directors of LogiCamms Ltd („the Company‟):
(a) the consolidated financial statements and notes set out on pages 26 to 63, and the Remuneration report in the Directors' report, set out on pages 13 to 22, 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.
2 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:

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

==> picture [171 x 72] intentionally omitted <==

Peter Watson Chairman

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 International Cooperative (“KPMG International”), a Swiss entity.

Liability limited by a scheme approved under Professional Standards Legislation.

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 13 to 22 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 .

==> picture [60 x 34] intentionally omitted <==

KPMG

==> picture [80 x 38] intentionally omitted <==

Stephen Board Partner

Brisbane 27 August 2012

==> picture [76 x 30] intentionally omitted <==

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.

==> picture [63 x 36] intentionally omitted <==

KPMG

==> picture [78 x 37] intentionally omitted <==

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

AI assistant

VERBREC LIMITED — Annual Report 2012

65992_rns_2012-08-26_103cdda5-9b34-4151-95e9-b2bd411650b5.pdf

Preliminary Final Report of LogiCamms Limited For the Financial Year Ended 30 June 2012

Appendix 4E

Results for announcement to the market

Dividends

Total dividend per security

Total dividends paid or payable on all securities with respect to the financial year

Entities over which control has been gained or lost during the period

Details of investment in joint venture

Other information

Contents

LogiCamms Limited Directors‟ report

For the year ended 30 June 2012

Principal Activities

Operating Results

LogiCamms Limited 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

LogiCamms Limited Directors‟ report Information on Directors

LogiCamms Limited Directors‟ report

Information on Directors (continued)

Information on Company Secretaries

LogiCamms Limited Directors‟ report

Directors’ meetings

Corporate governance statement

Board of directors

Role of the Board

LogiCamms Limited Directors‟ report

Board charter

Director independence

Director and executive education

Independent professional advice and access to company information

LogiCamms Limited

Directors‟ report

Chairperson

Composition of the board

Non-Executive Directors

Executive Directors

Conflict of interest

Independent professional advice and access to company information

Audit and Risk Committee

LogiCamms Limited Directors‟ report

Risk management

Oversight of the risk management system

Risk profile, management and control

LogiCamms Limited

Directors‟ report

Ethical standards

Code of conduct

Trading in Company securities by directors and employees

LogiCamms Limited

Directors‟ report

Communication with shareholders

Diversity

LogiCamms Limited Directors‟ report

Remuneration report - audited

Contents

Overview of the Company’s approach to Management Reward

Governance of remuneration arrangements

LogiCamms Limited Directors‟ report

Remuneration report – audited (continued)

2012 Key Management Remuneration Framework

LogiCamms Limited Directors‟ report

Remuneration report – audited (continued)

Components of Remuneration

Fixed Remuneration

Short Term Incentive (STI)

LogiCamms Limited Directors‟ report

Remuneration report – audited (continued)

Long Term Incentive (LTI)

LogiCamms Limited Directors‟ report

Remuneration report – audited (continued)

Total Shareholder Return (TSR)

VERBREC LIMITED Annual Report 2012