AVJennings
Annual Report 2012

Plain-text annual report

ANNUAL REPORT 2012 AVJENNINGS LIMITED ABN 44 004 327 771 1942–50 1933 1950 1932 1960–90 2012 2006 2007 2004 2009 1992 2011 2010 b | AVJENNINGS LIMITED · ABN 44 004 327 771 O u r 8 0 t h y e a r i s a s i g n i fi c a n t m i l e s t o n e . T h i s c e l e b r a t i o n m a r k s t h e s t r e n g t h a n d s o l i d a r i t y o f o u r C om p a n y ; f r om 1 9 3 2 , w h e n S i r A l b e r t Vi c t o r J e n n i n g s m o r t g a g e d h i s f am i l y h om e t o b u i l d a d o z e n b r i c k h o u s e s i n C a u l fi e l d ; t o t h e m a n y s u c c e s s e s a n d b r o a d r a n g e o f p r o j e c t s w e h a v e d e l i v e r e d s i n c e t h e n . Im p o r t a n t l y, o u r 8 0 t h y e a r a l s o s i g n a l s a p e r i o d o f n e w f o c u s a n d g r o w t h f o r o u r o r g a n i s a t i o n . I t ’s a c e l e b r a t i o n w e w a n t t o s h a r e w i t h o u r s t a f f , s h a r e h o l d e r s , s t a k e h o l d e r s , s u p p l i e r s ; a n d o f c o u r s e , o u r c u s t om e r s . I t ’s a g r e a t o p p o r t u n i t y t o r e i n f o r c e o u r p u r p o s e . 1942 –50 2006 Si r A lber t vot e d one of A lbe Si r t he ‘10 0 Mo st e ‘10 0 ns I n fluentia l Aust ra lia ns’ t he fluent I n flu – T he Bulleti n 2007 1950 P ublicly float e d P on t he St o c k on Ex cha nge E 2004 AVJen n i ng s c elebrat e d 75 yea r s of c reati ng new a dd re sse s G o o d We ekend n a me s Si r A lber t a s one of t he ‘ 25 Pe o ple W ho Ch a nge d t he Nation’ Simon Che ong appoi nt e d a s AVJen n i ng s C h a i r m a n 2009 Build i ng t he futu re w it h re sidentia l c om mu n itie s, la nd develo pment , i nt eg rat e d housi ng a nd low-r ise apa r tment pr oje c ts St eve Waugh , AO n a me d AVJen n i ng s C or porat e A mba ssa dor 2011 2 2010 Po st wa r bu ild i ng bo om , i n wh ic h AVJen n i ng s plays lea d i ng r ole P ione er e d fi r st i nt eg rat e d re sidentia l develo pment at H illc re st E stat e, now a Nation a l T r ust her itage pre ci nc t T r u 333333 1933 1933 193 AVJen n i ng s bu ilds fi r st home i n Melbou r ne 1932 Celebrating 8 0 yea rs of creating the Australia n d rea m ea mm 2012 1960 –90 R e c og n is e d a s t he n ation’s bigge st homebu ilder w it h over 8 0,0 0 0 home s bu ilt a c c ord ing t o T im e m aga z i ne ‘Builder s t o t he Nation – T he AV Jen n i ng s St or y’ publishe d T he Age bo ok rev iew – ‘Build i ng up fr om Not h i ng ’ – g ’ 1992 CONTENTS Managing Director’s Statement Company Highlights Chairman’s Report Creating and Supporting Communities Property Portfolio Directors’ Report Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Directors’ Declaration 1 3 4 7 8 12 22 23 24 25 26 72 Independent Auditor’s Report to the Members of AVJennings Limited 73 Corporate Governance Statement 74 Shareholder Information Company Particulars 79 81 1932 AVJennings builds first home in Melbourne 1933 Pioneered first integrated residential development at Hillcrest Estate, now a National Trust heritage precinct 1942-50 Post war building boom, in which AVJennings plays a leading role 1950 Publicly floated on the Stock Exchange Front Cover: Celebrating 80 years 1960-90 Recognised as the nation’s biggest homebuilder with over 80,000 homes built according to Time magazine 19 92 ‘Builders to the Nation – The AV Jennings Story’ published The Age book review – ‘Building up from Nothing’ 2004 Simon Cheong appointed as AVJennings Chairman 2006 Sir Albert voted one of the ‘100 Most Influential Australians’ – The Bulletin 2007 AVJennings celebrated 75 years of creating new addresses 2009 Good Weekend names Sir Albert as one of the ‘25 People Who Changed the Nation’ 2010 Building the future with residential communities, land development, integrated housing and low-rise apartment projects 2011 Steve Waugh, AO named AVJennings Corporate Ambassador 2012 Celebrating 80 years of creating the Australian dream AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 1 WELCOME TO THE AVJENNINGS 2012 ANNUAL REPORT It is with great pride that we celebrate 80 years of creating residential communities Sir Albert Victor Jennings was a pioneer, an innovator and a dreamer. He created history in the 1930s by providing quality living that was affordable for all. To this day, AVJennings continues with this tradition. We understand the different ways in which people want to live. That is why we remain true to our core values and continue to provide our customers with a great range of quality and affordable living options in diverse locations. We also understand the issues and challenges in meeting our goals. We continue to seek through consultation with government, innovation in design, efficient delivery systems and our Integrated Housing skills, ways of improving how quality affordable living solutions can be offered to our customers. The AVJennings brand not only represents quality and reliability, it is also iconic. It has survived 80 years of diversity and adversity and remains one of the most recognised brands in Australia today. With the strength of the brand behind us and through our professional and experienced people, our pledge is to continue to deliver quality and affordable living solutions and keep the great Australian dream alive for coming generations. Peter Summers Managing Director Images on this page: Peter Summers, Managing Director Internal: Cavanstone, Eastwood, NSW National Campaign: 80 Day Sale Ravensworth Heights, Goulburn, NSW 2 | AVJENNINGS LIMITED · ABN 44 004 327 771 We understand the different ways in which people want to live Images on this and opposite page: Living at Lyndarum, Wollert, Vic AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 3 COMPANY HIGHLIGHTS Developments Pipeline Analysis as at 30 June 2012 Number of Lots by Location Net Funds Employed by Location QLD 19% NSW 19% SA 26% VIC 32% NZ 4% QLD 26% NSW 31% SA 14% VIC 25% NZ 4% Results Summary to 30 June 2012 Revenues Profit/(Loss) after Tax: – statutory – excluding provision for impairment Gross Margins $188.8 million ($29.8 million) $5.1 million 19.9% Total Assets (at lower of historic cost or NRV) $498.1 million Inventory Impairment: – After tax – Book value of inventory Total Number of Lots (under control) Net Tangible Assets Per Share Total Dividends declared for the year $34.9 million 10.2% 10,837 $0.97 0.5c 4 | AVJENNINGS LIMITED · ABN 44 004 327 771 CHAIRMAN’S REPORT To My Fellow Shareholders Market Overview 2012 Results The 2012 financial year provided many challenges not just for the Company, but also for the Australian residential property industry in general. The continued uncertainty of weak global economic conditions, the impact of the high Australian dollar on certain components of the Australian economy, and the European debt crisis have had significant impact on consumer confidence. Residential property is cyclical in nature and we are currently operating at a deep cyclical low in many sectors of the market. Despite interest rate reductions and improvement in affordability, the market recovery has been sluggish and buyers continue to remain cautious. In these circumstances, the Company has remained focused and responded in an appropriate and prudent manner by reducing work in progress levels and focusing its development expenditure on more capital efficient projects which generate the highest turnover. It has also reduced overheads and re- aligned management to drive greater accountability. Notwithstanding current market conditions and short term market uncertainty, the Board and Management remain positive for the medium to long term outlook for the market. The strength of our business and our ability to adapt to meet market conditions has positioned us well for an eventual market upturn. The full year ended 30 June 2012 resulted in a loss after tax of $29.8 million. This included a provision for loss on inventory and investments of $34.9 million after tax. Net profit after tax and before provisioning was $5.1 million. Revenues came in at $188.8 million, down from $215.9 million in the prior year. This was as a result of subdued market conditions and the Group’s strategy to reduce exposure by reducing work in progress levels. The provisioning is a result of a review of the carrying values of all assets and investments and represents a 10.2% reduction in the book value of the Group’s inventory. As a result, the NTA at 30 June 2012 was 97 cents per share. The Group remains compliant with its banking covenants. During the year, the Group paid an interim fully franked dividend of 0.5 cents per share. No final dividend was declared. Our Brand This is AVJennings’ 80th year of being in the business of creating residential communities. It is a proud and significant heritage. The brand has come to represent quality, affordability and reliability. With a strong brand supporting us, we have been instrumental in shaping communities by offering a diverse range of housing and land options to our customers, many of whom are repeat second and third buyers. AVJennings is built on its understanding of what buyers want and the strength and Images on this page: Simon Cheong, Chairman Artists impression: The Mill Apartments, Eastwood, NSW Hobsonville Point Park, Auckland, NZ AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 5 importance of the brand is crucial to this foundation. Children who have grown up in an AVJennings home have themselves purchased an AVJennings home and their children after them have also purchased an AVJennings home in which to raise their families. This history of second and third buyers is a tradition of generations living in an AVJennings home and is achieved through our dedication to understanding our customers, and delivering on our promise over the long term. Our People On behalf of the Board, I would like to recognize the drive and enthusiasm of Peter Summers and all the AVJennings staff during a difficult 2012. In what has been a tough year, they have worked hard and remained fully focused and committed to adapting to the challenging market conditions. Together with our business partners, they form the backbone to our long term success and creation of long term sustainable shareholder value. Our Board As Chairman, I would also like to acknowledge the support of my fellow Directors. Their active engagement together with their collective skills and experience have provided the right balance of oversight to assist Peter and his management team through this challenging year. I would also like to thank Herman Hochstadt and acknowledge the invaluable contribution he made to the Board. Herman retired from the Board after the Company’s Annual General Meeting in November 2011 and his insightful comments and wisdom helped steer the Company through challenging periods. Together with my fellow Directors, I also welcome Lai Teck Poh who joined the Board in November 2011. With a wealth of banking experience in senior management roles, he expands the Board’s collective knowledge and acumen. Outlook There remains a fair degree of uncertainty in the timing of the recovery of the Australian residential property market. This will create challenges for the coming year. In addition, the Company’s decision to reduce its development expenditure in FY12 is expected to have an impact on short term profit as less product will be available for sale. Nevertheless, property market fundamentals remain intact. Affordability is showing signs of improvement as a result of steady property prices, and there is an expected higher rate of immigration and population growth coupled with shortage of supply underpinning long term demand. The regulatory environment has also shown some improvement with various positive state government initiatives easing the burden for residential property buyers. For the Company, acquisitions made predominantly in late 2010 are now at advanced stages of planning and development and they are expected to enter profit recognition stages in the latter part of FY13 and beyond. The majority of projects are development approved. We also continue to explore acquisition opportunities for suitable development sites taking into account capital efficiency and availability. Despite the current economic conditions and uncertainty in the residential property market, AVJennings has remained true to its core business of creating residential communities by offering diversity of land and housing options as well as focussing on the deepest sectors of the market. We have realised substantial economies of scale through our ability to control the built form in our projects and by maximising the use of land available. Investing in our design and internal building capabilities has also allowed us to build a deep knowledge across all aspects of our business, ultimately meeting the needs of our customers. This experience and knowledge provides us with the expertise to work through both the high and low cycles. In conclusion, I would like to thank my fellow shareholders for your continued support through difficult market conditions and reassure you that both the Board and Management remain focused on improving shareholder value. Simon Cheong Chairman The strength of our business and our ability to adapt to meet market conditions has positioned us well for the future 6 | AVJENNINGS LIMITED · ABN 44 004 327 771 Our investment in innovative design, excellent land management practices, delivering outstanding community facilities and great living environments are our way of staying true to the goal of creating quality communities Images on this page: Recreation Centre, Nottingham Square, Calamvale, Qld Project launch, Eyre at Penfield, SA Elysium Park, Noosa Heads, Qld AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 7 CREATING AND SUPPORTING COMMUNITIES As a Company whose foundations are in the creation of communities, we feel it is important to have a strong sense of community within the Company, within our people and how we relate to our market and customers The AVJennings team continues to be encouraged to take on active roles in volunteering and participating in activities which support charitable organisations. The Company continued its partnership with the Steve Waugh Foundation who strive to improve the quality of life for children and their families affected by rare diseases. During the year, AVJennings committed to the construction of an AVJennings house in one of its communities with the profits from the sale to be directed to the Steve Waugh Foundation. AVJennings has received strong support for this initiative with their suppliers and contractors committing their support for the project through materials and/ or labour. Working in unison with the partnership, has been the separate arrangement with our Corporate Ambassador, Steve Waugh, AO. A number of events took place over the past year which included Steve playing a 20 Twenty celebrity cricket match at the St Clair project in Adelaide to launch the official opening of the cricket field. This event highlighted the community values a residential neighbourhood creates to the 3,000 plus people who attended. Both of these arrangements have lifted the Company’s profile, enhanced the sense of community within our people, and in many cases our loyal business partners and provided great exposure of our projects within the business and residential communities. Images on this page: Steve Waugh, AO – Corporate Ambassador AVJennings and Steve Waugh Foundation representatives 20 Twenty cricket match, St Clair, Woodville, SA 8 | AVJENNINGS LIMITED · ABN 44 004 327 771 PROPERTY PORTFOLIO AVJennings has remained true to its core business of creating residential communities by offering diversity of land and housing options as well as focusing on the deepest sectors of the market Affordability remains a significant challenge in the Australian and New Zealand residential property markets. The major issue driving affordability relates to the availability and costs of acquiring, servicing and developing land. The Company’s business model focuses on using its skills in these areas together with its long-established integrated housing capabilities to deliver quality, affordable product that is within the reach of everyday people, whether they be first, second or subsequent home buyers; empty nesters; move-up buyers or investors purchasing land; turn-key town homes; attached homes; or low-rise apartments. The Company’s current property portfolio is well placed to deliver on these plans. It is also ideally matched to our brand which remains one of Australia’s leading residential property brands. Whilst providing choice of product to our customers, we also offer a wide geographic spread. The Company currently has 33 projects spread across 4 Australian states and New Zealand and over 10,500 lots in its project pipeline. As mentioned in the Chairman’s Report, the Company’s acquisitions made predominantly in late 2010 are now at advanced stages of planning and development and they are expected to enter profit recognition stages in the latter part of FY13 and beyond. The majority of projects are development approved. The Company also continues to explore acquisition opportunities for suitable development sites taking into account capital efficiency and availability. QLD Projects: 10 No of lots: 2,069 NSW Projects: 10 No of lots: 2,007 NZ Projects: 1 No of lots: 464 SA Projects: 4 No of lots: 2,828 VIC Projects: 8 No of lots: 3,469 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 9 Big Sky, Coomera, Qld Halpine Lake Townhomes, Mango Hill, Qld QUEENSLAND Charterwood, Wadalba, NSW Internal: Arena, Officer, Vic NOOSA HEADS CALOUNDRA MANGO HILL BRISBANE R I C H L A N D S LEICHHARDT RICHLANDS CALAMVALE BETHANIA COOMERA Map: Plus project Mackay Note: does not include 2 sundry lots Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Post Halpine Lake, Mango Hill Creekwood, Caloundra Glenrowan, Mackay Essington Rise, Leichardt Nottingham Square, Calamvale Villaggio, Richlands Bethania Elysium, Noosa Heads Big Sky, Coomera No of Lots 196 666 203 130 178 102 113 171 308 10 | AVJENNINGS LIMITED · ABN 44 004 327 771 VICTORIA WOLLERT EPPING NORTH DOREEN MELBOURNE OFFICER PORT ARLINGTON Arena, Officer Lyndarum North, Wollert No of Lots 147 684 Wollert (Options) 1,820 Lyndarum, Epping North Lyndarum, 100 O'Hern's Rd Lyndarum, 150 O'Hern's Rd Arlington Rise, Port Arlington Doreen 34 72 79 268 365 NEW SOUTH WALES HAMLYN TERRACE WADALBA CENTRAL COAST EASTWOOD WEST HOXTON SYDNEY SYDNEY OLYMPIC PARK COBBITTY ELDERSLIE SPRING FARM GOULBURN WOLLONGONG The Ridges, Elderslie Hamlyn Terrace Spring Farm Ravensworth Heights, Goulburn Seacrest, Sandy Beach Cavanstone, Eastwood Charterwood, Wadalba West Hoxton Cobbitty Boulevard, Sydney Olympic Park No of Lots 330 440 218 160 136 169 36 42 466 2 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Post Map: Plus project Sandy Beach Note: does not include 8 sundry lots Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Post AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 11 SOUTH AUSTRALIA PENFIELD CHELTENHAM ADELAIDE MURRAY BRIDGE GOOLWA Note: does not include 13 sundry lots Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Post Pathways, Murray Bridge River Breeze, Goolwa North St Clair, Cheltenham JV Eyre, Penfield No of Lots 87 84 894 1,750 NEW ZEALAND HOBSONVILLE AUCKLAND AVJennings developing Buckley Precinct, Hobsonville Point in joint venture with Hobsonville Land Company Hobsonville Point, Hobsonville 464 No of Lots Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Post 12 | AVJENNINGS LIMITED · ABN 44 004 327 771 Directors’ report For the year ended 30 June 2012 Your Directors present their Report on the Consolidated Entity (referred to hereafter as “AVJennings”, “Consolidated Entity” or “Group”) consisting of AVJennings Limited (“Company” or “Parent”) and the entities it controlled at the end of, or during, the year ended 30 June 2012. DIRECTORS The names of the Company’s Directors in office during the financial year and until the date of this Report are as follows. Directors were in office for this entire period unless otherwise stated. S Cheong RJ Rowley PK Summers E Sam B Chin BG Hayman TP Lai HR Hochstadt Chairman (Non-Executive) Deputy Chairman (Non-Executive) Managing Director and Chief Executive Officer Director (Non-Executive) Director (Non-Executive) Director (Non-Executive) Director (Non-Executive) - Appointed 18 November 2011 Director (Non-Executive) - Retired 18 November 2011 COMPANY SECRETARY The names of the Company Secretaries in office during the financial year and until the date of this Report (unless otherwise stated) are as follows: CD Thompson PK Summers SA Vogiatzakis PRINCIPAL ACTIVITY The principal activity of the Consolidated Entity during the year was Residential Development. OPERATING RESULTS The consolidated loss after tax for the financial year was $29.8 million (2011: $12.9 million profit after tax). DIVIDENDS Dividends paid to members during the financial year were as follows: 2010 final of 1.5 cents per fully paid share, paid 30 September 2010. Fully franked @ 30% tax 2011 interim of 1.0 cent per fully paid share, paid 18 April 2011. Fully franked @ 30% tax 2011 final dividend of 1.5 cents per fully paid share, paid 19 October 2011. Fully franked @ 30% tax. 2012 interim dividend of 0.5 cents per fully paid share, paid 11 April 2012. Fully franked @ 30% tax. 2012 $’000 2011 $’000 – – 4,119 2,746 4,119 1,373 – – Total dividends paid 5,492 6,865 REVIEW OF OPERATIONS Financial results: The result for the full year ended 30 June 2012 was a loss after tax of $29.8 million (2011: $12.9 million profit after tax). This included a provision for loss on inventory and investments of $34.9 million after tax. Net profit after tax and before provisioning was $5.1 million. Revenue, at $188.8 million, was down from $215.9 million due to continued subdued market conditions, especially in the second half year, across most projects. The provisioning is the result of a review of the carrying values of all assets and investments and represents a 10.2% reduction in the book value of the Group’s inventory. As a result, the NTA at 30 June 2012 was 97 cents per share. Notwithstanding the inventory impairments, the Group has responded to current market conditions by continuing to review its overheads and achieving reductions where appropriate and strategically reassessing commencement and construction of projects to those which are more capital efficient and generate the highest turnover. The Group remains compliant with its banking covenants. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 13 Directors’ report For the year ended 30 June 2012 Business Overview: The Group’s conservative approach to land acquisitions and avoidance of land purchases during the period of high wholesale prices prior to the GFC, has meant that it had avoided the need to provision against asset carrying values after the GFC occurred in 2008. A strategic approach to land selection, use of less capital intensive acquisition structures and avoiding overbidding on purchases provided protection from difficult market conditions over the last couple of years. However, recent factors including deteriorating residential market conditions in early 2012 especially in many regional areas and the delay in the timing and extent of the forecast recovery in Queensland and New South Wales, which had been expected in 2012, have resulted in reduced volumes and margins from those budgeted for. The Group has reviewed its operational strategies in relation to various projects. As a result, the Group has reassessed the bases and assumptions used to determine the carrying value of its assets in undertaking its year end impairment testing and has therefore taken the prudent course to provision against the carrying value of those assets. The projects affected are primarily in regional areas of Queensland and New South Wales. Negative consumer sentiment appears to be driven by a number of factors including concerns over the impact of macro-economic factors in Europe and the US and the impact on Australia of any slowdown in China. It is also likely to reflect concerns over the political climate following the last federal election. As a result, some buyers appear to be delaying purchase decisions. This crisis of confidence persists despite generally good economic conditions in Australia, relatively high and consistent GDP growth, low unemployment figures and continued high population growth. It also persists despite the accepted belief (espoused by the major banks, the RBA and others) that house prices in Australia will not suffer a sharp decline as experienced overseas, in the absence of a major economic shock. As at 30 June 2012, Net Debt, including a proportionate share of joint venture net debt was $129.0 million (2011: $82.3 million). When taking into account deposits held in solicitors’ trust accounts of $23.1 million at 30 June 2012, the Net Debt was $105.9 million. The increase in Net Debt is mainly attributable to settlement payments for acquisitions made in prior periods. Outlook: The Group has responded to market challenges by reducing costs, restructuring its management to drive greater accountability, by focussing its development expenditure on appropriate projects and by selectively reducing expenditure on some projects. There are some lead indicators that conditions may improve at least in some markets. There has been improved visitor flow at some Queensland and New South Wales projects and the NSW government is finally addressing the poor housing policy environment in that state. Relatively stable prices over the last few years have also improved affordability in most states. Most state governments have introduced stimulus packages as part of recent budgets. Whilst these signs are positive, it is still too early to ascertain whether this is a precursor to a more general upturn in activity in the sector, or whether short term trading conditions will remain challenging. The Group will continue to adopt strategies appropriate to prevailing conditions including taking a moderate approach to levels of work-in-progress. This, in turn, will impact on short term profit as stock available for sale will be at lower levels at existing projects. The Group maintains a strong land bank with approximately 10,800 lots under control, and is well placed to take advantage of any upturn in the residential housing market. The majority of the projects are approved for development and some of the recently acquired projects will come to market over the next year. These projects, such as Cobbitty in NSW, are well placed to benefit from any improvement in the market should it occur. The Group is focussed on the affordable segment of the market (other than social housing) which is the deepest and most resilient segment. Good results have been achieved leveraging off affordable NRAS (National Rental Affordability Scheme) product particularly in Queensland and the Group is expanding this product offering in other states. The fundamentals of the market remain positive, with improvements in affordability, low interest rates, underlying housing shortages in some markets and benign economic conditions expected to continue into at least 2014. The Group is positive that the housing market will recover and remains ready to respond to the recovery when it arrives. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS As mentioned in the Review of Operations, AVJennings has provided $49,932,000 before tax ($34,952,000 after tax) against the carrying values of its assets. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE No matter or circumstance has arisen since 30 June 2012 that has significantly affected, or may significantly affect: a) the Consolidated Entity’s operations in future financial years; or b) the results of those operations in future financial years; or c) the Consolidated Entity’s state of affairs in future financial years. FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES Future developments in the operations of the Consolidated Entity and the expected results of those operations have not been included in this Report as the Directors believe that the inclusion of such information would be likely to result in unreasonable prejudice to the Consolidated Entity. The prospects and business strategies of the Consolidated Entity are discussed on page 13 of this Report. 14 | AVJENNINGS LIMITED · ABN 44 004 327 771 Directors’ report For the year ended 30 June 2012 ENVIRONMENTAL REGULATION Responsibilities: Deputy Chairman of the Board, Non-Executive Director, Chairman of Risk Management Committee, Member of Audit Committee, Member of Investments Committee, Member of Nominations Committee. Directorships held in other listed entities: None. Peter K Summers B.Ec. CA Director since 27 August 1998. Mr Summers is a Chartered Accountant and has been employed with the Company and its related corporations since 1984, when he joined the Jack Chia Australia Limited Group from Price Waterhouse (now PricewaterhouseCoopers). During Mr Summers’ early period with the group, he held various management and directorship roles within the group. Following the acquisition of the AVJennings residential business in September 1995, Mr Summers was appointed Chief Financial Officer, becoming Finance Director of AVJennings in August 1998. He was appointed Managing Director and Chief Executive Officer of the Company on 19 February 2009. Mr Summers has extensive experience in general and financial management as well as mergers and acquisitions. Resident of Melbourne. Responsibilities: Managing Director and Chief Executive Officer. Directorships held in other listed entities: None. Elizabeth Sam B.A. Hons (Economics) Director since 20 September 2001. Mrs Sam has over 40 years experience in international banking and finance. She has served on numerous high level Singaporean government financial and banking review committees and was the Chairman of the Singapore International Monetary Exchange from 1987 to1990 and 1993 to1996. Resident of Singapore. Responsibilities: Non-Executive Director, Chairman of Nominations Committee, Chairman of Remuneration Committee, Member of Audit Committee. Directorships held in other listed entities: Boardroom Limited, since 15 August 2000. Kasikorn Bank Plc, Thailand, since 29 March 2001. SC Global Developments Limited, since 23 July 2002. Banyan Tree Holdings Limited, since 23 March 2004. The Straits Trading Company Limited, since 30 April 2008. The Consolidated Entity’s operations are subject to various environmental regulations under both Commonwealth and State legislation, particularly in relation to its property development activities. The Consolidated Entity’s practice is to ensure that where operations are subject to environmental regulations, those obligations are identified and appropriately addressed. This includes the obtaining of approvals, consents and requisite licences from the relevant authorities and complying with their conditions. There have been no significant known breaches of environmental regulations to which the Consolidated Entity is subject. INFORMATION ON THE DIRECTORS Simon Cheong B.Civ.Eng. MBA Director since 20 September 2001. Mr Cheong has over 30 years experience in real estate, banking and international finance. He currently serves as Chairman and Chief Executive Officer of SC Global Developments Limited. Mr Cheong has formerly held positions with Citibank (Singapore) as their Head of Real Estate Finance for Singapore as well as with Credit Suisse First Boston as a Director and Regional Real Estate Head for Asia (excluding Japan). In 1996, Mr Cheong established his own firm, SC Global Pte Limited, a real estate and hotel advisory and direct investment group specialising in structuring large and complex transactions worldwide. He was elected President of the prestigious Real Estate Developers’ Association of Singapore (REDAS) for 2 terms from 2007 until 2010. He served on the Board of the Institute of Real Estate Studies, National University of Singapore from 2008 to 2011 and was a board member of the Republic Polytechnic Board of Governors from 2008 to 2011. He was also a Council Member of the Singapore Business Federation, a position he held from 2007 to 2010. Resident of Singapore. Responsibilities: Chairman of the Board, Non-Executive Director, Chairman of Investments Committee, Member of Remuneration Committee, Member of Nominations Committee. Directorships held in other listed entities: SC Global Developments Limited, Chairman and Chief Executive Officer, since 14 March 2000. Jerome Rowley SF Fin, FAICD Director since 22 March 2007. Mr Rowley has been a career banker since the early 1970s with Citigroup, Morgan Grenfell and ABN Amro. From 1992 until 2002, he served as Managing Director and CEO of ABN Amro Australia and Head of Relationship Management and Structured Finance for ABN Amro, Asia Pacific. He has been active in both wholesale and investment banking domestically and internationally. During his career, Mr Rowley devoted considerable effort towards the recognition, understanding and management of risk as a means of profit optimization. Of particular significance was his involvement in advising and funding including debt, equity and hybrids, of infrastructure projects in both Australia and Asia Pacific. Resident of Sydney. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 15 Directors’ report For the year ended 30 June 2012 INFORMATION ON THE DIRECTORS (continued) Teck Poh Lai B.A. Hons. (Economics) Bobby Chin CA (ICAEW) B.Acc. Director since 18 October 2005. Mr Chin is the Chairman of Singapore Totalisator Board and serves on the Boards of Competition Commission of Singapore, Singapore Labour Foundation and NTUC Enterprise Co-operative Limited. He is also a member of the Singapore Council of Presidential Advisers. Mr Chin served 31 years with KPMG Singapore and was its Managing Partner from 1992 until September 2005. He is a Fellow of the Institute of Certified Public Accountants in Singapore, and an Associate Member of the Institute of Chartered Accountants in England and Wales. Resident of Singapore. Responsibilities: Non-Executive Director, Chairman of Audit Committee. Directorships held in other listed entities: Oversea-Chinese Banking Corporation Limited, since 1 October 2005. Yeo Hiap Seng Limited, since 15 May 2006. Ho Bee Investment Limited, since 29 November 2006. Sembcorp Industries Limited, since 1 December 2008. Singapore Telecommunications Limited, since 1 May 2012. Bruce G Hayman Director since 18 October 2005. Mr Hayman has over 43 years commercial management experience with 21 of those at operational Chief Executive or General Manager Level. He is currently Chairman of Chartwell Management Services where he brings his very wide business experience to clients by way of the leadership, marketing, business performance and coaching programs he offers. He has fulfilled senior management roles both in Australia and overseas for companies such as Nicholas Pharmaceutical Group, Dairy Farm Group, Hong Kong Land and Seagram Corporation. During his time in Singapore, he held the position of Foundation President of the Singapore Australia Business Council. He has also served as CEO of the Australian Rugby Union. For his contribution to tourism in Australia, he has been recognised by Tourism Training Australia with a Platinum award. He is Chairman of the Board of The Rugby Club Ltd and is the Deputy Chairman and a Director of the Australian Diabetes Council – NSW. Resident of Sydney. Responsibilities: Non-Executive Director, Member of Remuneration Committee, Member of Nominations Committee, Member of Investments Committee, Member of Risk Management Committee. Directorships held in other listed entities: None. Director since 18 November 2011. Mr Lai has been a career banker since the late 1960s. He joined Citibank Singapore in April 1968, rising through the ranks to become Vice President and Head of the Corporate Banking Division. During his time with Citibank, Mr Lai undertook international assignments with Citibank in Jakarta, New York and London. His last position with Citigroup was as Managing Director of Citicorp Investment Banking Singapore Ltd (Corporate Finance and Capital Market Activities) from 1986 to 1987. Mr Lai joined Oversea-Chinese Banking Corporation (OCBC) in January 1988 as Executive Vice President and Division Head of Corporate Banking. He moved on to various other senior management positions in OCBC, such as Head of Information Technology and Central Operations and Risk Management. He was head of Group Audit prior to retiring in April 2010. Resident of Singapore. Responsibilities Non-Executive Director, Member of Audit Committee, Member of Remuneration Committee. Directorships held in other listed entities: WBL Corporation Limited, since 2 August 1993. PT Bank OCBC NISP Tbk (Commissioner), since 4 September 2008. Oversea-Chinese Banking Corporation, since 1 June 2010. INFORMATION ON COMPANY SECRETARIES Carl D Thompson LLB B. Comm. Company Secretary since 12 January 2009. Mr Thompson previously held the company secretary and general counsel role at Downer EDI Limited. Prior to that he was a partner at national law firm Corrs Chambers Westgarth, practising in corporate and commercial work. Resident of Melbourne. Sandra A Vogiatzakis B.A. Company Secretary since 9 November 2004. Mrs Vogiatzakis has been with the Company and its related corporations since 1990 and was appointed Executive Officer in April 2006. Resident of Melbourne. REMUNERATION REPORT (Audited) This Remuneration Report outlines the remuneration arrangements of the Company and the Group in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required by section 308(3C) of the Act. The Remuneration Report details the remuneration arrangements of Key Management Personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Parent Entity and some of the Executive Committee members. 16 | AVJENNINGS LIMITED · ABN 44 004 327 771 Directors’ report For the year ended 30 June 2012 REMUNERATION REPORT (Audited) (continued) 2.2 Non-Executive Director Remuneration Arrangements The Remuneration Report is presented under the following sections: 1. Individual Key Management Personnel disclosures Details of KMP are set out below: (i) Directors S Cheong RJ Rowley PK Summers E Sam B Chin Chairman (Non-Executive) Deputy Chairman (Non- Executive) Managing Director and Chief Executive Officer Director (Non-Executive) Director (Non-Executive) BG Hayman Director (Non-Executive) TP Lai HR Hochstadt Director (Non-Executive) - Appointed 18 November 2011 Director (Non-Executive) - Retired 18 November 2011 (ii) Executives Executive Committee Members (KMP) M Henesey-Smith A Soutar Executive General Manager (QLD, SA & NZ) Executive General Manager (NSW & VIC) - Appointed 12 July 2012 SC Orlandi Chief Financial Officer CD Thompson L Hunt Company Secretary/General Counsel General Manager, Human Resources 2. Principles Used to Determine the Nature and Amount of Remuneration 2.1 The Remuneration Committee The Remuneration Committee comprises four Non-Executive Directors. The Remuneration Committee has delegated decision making authority for some matters related to the remuneration arrangements for Executive Directors and Executives, and is required to make recommendations to the Board on other matters such as equity-based performance plans. The Committee approves the remuneration arrangements of the Chief Executive Officer and other Executives which includes awards made under the long-term incentive (LTI) plan. The Board sets the fees for Non-Executive Directors. The objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the long- term interests of the Group. The Chief Executive Officer attends Remuneration Committee Meetings by invitation, where management input is required. The Chief Executive Officer is not present during any discussions related to his own remuneration arrangements. The Board seeks to set aggregate remuneration at a level that provides the Group with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost that is acceptable to Shareholders. Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of, the Directors. The amount of aggregate remuneration sought to be approved by Shareholders and the fee structure is reviewed periodically against fees paid to Non-Executive Directors of comparable companies. Two Non-Executive Directors, Mr S Cheong and Mrs E Sam, do not receive fees, however AVJennings pays a consulting fee to the Ultimate Parent Entity, SC Global Developments Limited. Non-Executive Directors do not participate in any incentive programs. The remuneration of Non-Executive Directors for the years ended 30 June 2012 and 30 June 2011 is detailed on page 19 of this Report. 2.3. Executive Remuneration Arrangements AVJennings executive remuneration strategy is designed to attract, motivate and retain high performing individuals and align the interests of Executives and Shareholders. The executive remuneration framework consists of fixed remuneration and short and long-term incentives as outlined below. AVJennings aims to reward Executives with a level and mix of remuneration commensurate with their position and responsibilities, and aligned with market practice. i) Fixed Remuneration Fixed Remuneration is represented by Total Employment Cost (TEC) which comprises base salary, superannuation contributions and other benefits. Executive contracts of employment do not include any guaranteed base pay increases. TEC is reviewed annually to ensure that the Executive’s pay is competitive with the market. An Executive’s pay is also reviewed on promotion. The fixed component of executive remuneration is detailed in the tables on page 20. ii) Short Term Incentive (STI) A formal STI program has been developed for senior executives. The objective of the STI program is to link executive remuneration with appropriate performance targets. STI’s for corporate executives are linked to corporate results as well as individual performance targets, whereas STI’s for state executives are linked to business unit results as well as individual performance targets. An STI program exists for operational management. The objective of the STI program is to link the achievement of the Consolidated Entity’s operational targets with the remuneration received by the Executives charged with meeting those targets. The potential STI available is set at a level so as to provide sufficient incentive to the Executive to achieve the operational targets and such that the cost to AVJennings is reasonable in the circumstances. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 17 Directors’ report For the year ended 30 June 2012 REMUNERATION REPORT (Audited) (continued) Vesting subject to both service and performance conditions Actual STI payments awarded depend on the extent to which specific targets set at the beginning of the financial year are met. The targets consist of a number of Key Performance Indicators (KPIs) relating to financial outcomes (such as contribution to net profit before tax for the business unit or the business segment); business outcomes (such as efficient and effective performance of functions); and cultural factors (such as improved safety performance, leadership, compliance and governance issues). These measures were chosen because they represent the key drivers for the short-term success of the business and provide a framework for delivering long-term value. These measures also take into account current market conditions and the associated opportunities and risks. On an annual basis, after consideration of the performance against the KPIs, the Remuneration Committee determines the amount, if any, of the short-term incentive to be paid to each Executive. This usually occurs within two months of the reporting date. Amounts payable are delivered as a cash bonus in the following reporting period. iii) Long Term Incentive (LTI) LTI awards are made to executives in order to align remuneration with the creation of shareholder value over the long-term. As such, LTI awards are only made to executives who are in a position to have an impact on the Group’s performance against the relevant long-term performance measures. Share-based compensation The AVJ Deferred Employee Share Plan (the LTI Plan) administers employee share schemes under which shares may be purchased on-market by the LTI Plan Trustee on behalf of employees. These shares vest to employees for no cash consideration subject to certain conditions being satisfied. Employees may elect not to participate in the scheme. Shares held by the LTI Plan’s trust and not yet allocated to employees at the end of the reporting period are shown as treasury shares in the Financial Statements. Share-based compensation benefits are provided to Executives via the Plan. These equity-settled transactions are measured at fair value at the grant date. The original cost of the shares is treated as a reduction in share capital and the underlying shares identified separately as treasury shares. The fair value of the shares at the grant date is expensed on a straight-line basis over the vesting period with a corresponding increase in share-based payment reserve in equity. Vesting subject to service condition only The Chief Executive Officer was granted 1,000,000 shares on 7 March 2009 which vested in equal proportions on the first, second and third anniversary of his appointment. The vesting dates were 19 February 2010, 19 February 2011 and 19 February 2012. The market value of the shares at the grant date was taken to be the fair value. The service condition was the continuity of employment over the 3 years. These shares have vested. 2011 Grant A total of 1,375,452 shares were granted on 28 September 2010 to certain executives. As detailed in the table on page 18, these include 1,136,816 shares for KMP. The remaining shares were granted to executives who were not KMP. 2012 Grant An additional 1,695,735 shares were granted on 5 September 2011 to certain executives. As detailed in the table on page 18, these include 1,454,555 shares for KMP. The remaining shares were granted to executives who were not KMP. These shares are subject to both service and performance conditions and will vest to the extent that each of these conditions is satisfied. The service vesting condition is that the employee must still be employed by AVJennings at 30 September 2013 (for the 2011 grant) and 30 September 2014 (for the 2012 grant). In the event of death or permanent disablement, the shares may vest to the estate at the Board’s discretion. In the event that the employee is retrenched, the shares may vest subject to Board discretion. If the employee resigns (in certain circumstances) or is terminated, the unvested shares will be forfeited. The performance vesting conditions are: • Total Shareholder Return (TSR) performance measured against the ASX Small Industrials Index; and • Earnings Per Share (EPS) growth. AVJennings’ EPS growth for the performance period must meet or exceed the target set. The EPS hurdle for total vesting of the 2011 grant is 10% p.a. growth for the three financial years to 30 September 2013, while that for the 2012 grant is 10% p.a. growth for the three financial years to 30 September 2014. Half of the allocation is assessed against each performance condition. The vesting schedule for the TSR performance condition is set out in the table below. The holder of the shares is entitled to receive all dividends paid between grant and vesting date. AVJennings’ TSR rank against companies in the Index Percentage vesting < median At the median > median but < 75th percentile Nil 50% Pro-rata between 50th and 75th percentiles >=75th percentile 100% The fair value of the EPS element of the shares is the market value at grant date. The Monte Carlo Model is used to fair value the TSR element. The Model simulates AVJennings’ TSR and compares it against the ASX Small Industrials Retail Index. The Model takes into account historic dividends, share price volatilities and the risk-free yield on an Australian Government Bond at the grant date matching the remaining effective life of 3 years. 18 | AVJENNINGS LIMITED · ABN 44 004 327 771 Directors’ report For the year ended 30 June 2012 REMUNERATION REPORT (Audited) (continued) 2.3. Executive Remuneration Arrangements (continued) Name Executive Committee Members (KMP) PK Summers PK Summers PK Summers M Henesey-Smith M Henesey-Smith CD Thompson CD Thompson SC Orlandi SC Orlandi L Hunt L Hunt Total Shares Granted Number of Shares Vested Year Granted Number Fair Value Unvested at 1 July 2011 Vested during the year Unvested at 30 June 2012 2009 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 1,000,000 $180,000 691,591 $312,945 884,891 $311,924 158,344 202,601 106,183 135,861 102,458 131,094 78,240 100,108 $71,651 $71,417 $48,048 $47,891 $46,362 $46,211 $35,404 $35,288 333,334 691,591 - 158,344 - 106,183 - 102,458 - 78,240 - 333,334 - - - - - - - - - - - 691,591 884,891 158,344 202,601 106,183 135,861 102,458 131,094 78,240 100,108 3,591,371 $1,207,141 1,470,150 333,334 2,591,371 AVJennings prohibits Executives from entering into arrangements to protect the value of unvested LTI awards. This prohibition includes entering into hedging arrangements in relation to AVJennings shares. 3. Group Performance The table below shows the Consolidated Entity’s earnings performance as well as the movement in the Consolidated Entity’s Earnings Per Share (EPS) and Total Shareholder Return (TSR) over the current and previous 4 years. Financial Report Date 30 June 2008 30 June 2009 30 June 2010 30 June 2011 30 June 2012 Financial Period 12 months 12 months 12 months 12 months 12 months Profit / (Loss) After Tax $’000 11,231 (12,724) 9,616 12,893 (29,828) Basic EPS Cents 4.87 (4.68) 3.51 4.72 (10.99) TSR Cents (0.67) (0.34) 0.21 0.05 (0.17) 4. Employment Contracts i) Chief Executive Officer Mr Summers’ contract of employment does not have a termination date and does not stipulate a termination payment. However, it specifies a six month notice period. Details regarding the remuneration paid to Mr Summers are contained in the table on page 19. During the year no options were either granted to, or exercised by, Mr Summers. There are currently no unexercised or outstanding options. ii) Other Executives The remaining AVJennings Executives are full time permanent employees with executive employment contracts. The employment contracts do not have termination dates or termination payments. However, they specify a notice period of three months. There are no other terms or conditions that differ significantly from the standard employment contracts applicable to other AVJennings employees. During the year, no options were granted to, or exercised by, the Executives. There are currently no unexercised or outstanding options. 5. Remuneration of Key Management Personnel of the Company and the Consolidated Entity Details of the nature and amount of each element of remuneration of Directors and Executives are set out in the tables on pages 19 and 20. The Directors are the same as those identified in the Directors’ Report. 6. Remuneration Options: Granted and Vested During the Year No options were either granted or exercised during the year. There are currently no unexercised or outstanding options. None of the Directors or Executives hold any options. REMUNERATION REPORT (Audited) (continued) Directors Short-Term Post Employment Salary / Fees $ Cash Bonus $ Other $ Superannuation (3) $ 30 June 2012 S Cheong(1) RJ Rowley - 77,982 - - - - PK Summers(2) 384,803 95,597 61,053 E Sam(1) HR Hochstadt(4) B Chin BG Hayman TP Lai(5) - 21,410 60,000 45,872 32,820 - - - - - - - - - - - 6,982 50,000 - - - 4,128 - AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 19 Directors’ report For the year ended 30 June 2012 Long- Term Long Service Leave $ Share- based Total Performance Related Shares $ $ % - - - - - 84,964 - - 22,585 201,496 815,534 34.85 - - - - - - - - - - - 21,410 60,000 50,000 32,820 - - - - - - - 622,887 95,597 61,053 61,110 22,585 201,496 1,064,728 30 June 2011 S Cheong(1) RJ Rowley - 77,982 - - - - PK Summers(2) 424,847 123,750 63,200 E Sam(1) HR Hochstadt B Chin BG Hayman - 50,000 60,000 45,872 - - - - - - - - - 7,018 46,543 - - - 4,128 - - - - - 85,000 38,192 163,989 860,521 23.47 - - - - - - - - - 50,000 60,000 50,000 - - - - 658,701 123,750 63,200 57,689 38,192 163,989 1,105,521 (1) (2) (3) These Directors were not paid fees. A consulting fee of $50,000 per month was paid to the ultimate parent entity SC Global Developments Limited which covers the services of these Directors. International airfares to attend meetings are paid for by a related entity. ‘Other’ relates to the value of motor vehicle benefits. Payments to Defined Contribution Plans. Consists of Superannuation Guarantee Contribution payments as well as employee voluntary contributions. The Consolidated Entity does not contribute to any Defined Benefit Plans. (4) Retired 18 November 2011. (5) Appointed 18 November 2011. (a) (b) Directors are also reimbursed for airfares (other than the international airfares for those Directors referred to in (1) above), and other expenses relating to the provision of their services. With the exception of share-based compensation for the Chief Executive referred to in 2.3(iii), there were no other share-based payments made to Directors in the year under review. 20 | AVJENNINGS LIMITED · ABN 44 004 327 771 Directors’ report For the year ended 30 June 2012 REMUNERATION REPORT (Audited) (continued) Executives Short-Term Post Employment Salary / Fees $ Cash Bonus $ Other (1) $ Superannuation(2) $ Long- Term Long Service Leave $ Share- based Total Performance Related Shares $ $ % 30 June 2012 M Henesey-Smith 306,319 43,775 15,000 SC Orlandi 284,114 14,163 CD Thompson 239,465 14,678 L Hunt 194,166 10,815 - - - 50,000 15,775 44,575 24,775 15,597 43,186 473,877 12,286 27,943 354,281 4,616 2,838 28,960 332,294 21,339 253,933 1,024,064 83,431 15,000 135,125 35,337 121,428 1,414,385 30 June 2011 M Henesey-Smith 285,828 42,500 15,000 SC Orlandi 282,216 8,250 CD Thompson 222,227 21,375 L Hunt 196,615 10,500 - - - 52,128 15,199 56,599 15,199 18,074 17,913 431,443 9,490 3,067 1,758 11,591 326,746 12,012 315,280 8,851 232,923 986,886 82,625 15,000 139,125 32,389 50,367 1,306,392 18.35 11.88 13.13 12.66 14.00 6.07 10.59 8.31 (1) (2) Represents the value of motor vehicle benefits. Payments to Defined Contribution Plans. Consists of Superannuation Guarantee Contribution payments as well as employee voluntary contributions. The Consolidated Entity does not contribute to any Defined Benefit Plans. MEETINGS OF DIRECTORS AND DIRECTORS’ COMMITTEES The number of meetings of Directors and Directors’ committees held during the year, for the period the Director was a Member of the Board or a Committee, and the number of meetings attended by each Director are detailed below. Full Meetings of Directors Audit Remuneration Nominations Risk Management Meetings of Committees Held Attended Held Attended Held Attended Held Attended Held Attended S Cheong RJ Rowley PK Summers E Sam HR Hochstadt(1) B Chin BG Hayman TP Lai(2) 6 6 6 6 3 6 6 3 6 6 6 6 3 5 6 3 - 3 - 3 - 3 - 1 - 3 - 3 - 3 - 1 1 - - 1 1 - 1 - 1 - - 1 1 - 1 - 2 2 - 2 2 - 2 - 2 2 - 2 2 - 2 - - 5 - - - - 5 - - 5 - - - - 5 - (1) Retired on 18 November 2011. (2) Appointed on 18 November 2011. Investments Committee The Investments Committee does not formally meet in person. It conducts physical inspections of certain major development sites and receives detailed briefings from management on all major development sites prior to consideration of formal acquisition proposals which are dealt with by way of circular resolution. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 21 Directors’ report For the year ended 30 June 2012 criminal proceedings that may be brought against the Officers in their capacity as Officers of entities in the Consolidated Entity. In accordance with common practice, the insurance policy prohibits disclosure of the nature of the liability insured against and the amount of the premium. ROUNDING OF AMOUNTS The amounts contained in this Report and in the Financial Statements have been rounded to the nearest $1,000 (where rounding is permitted) under the option available to the Company under the Australian Securities and Investments Commission (ASIC) Class Order 98/100. The Company is an entity to which the Class Order applies. DIRECTORS’ INTERESTS The relevant interests of the Directors in the shares of the Company at the date of this Report are: Director S Cheong E Sam PK Summers RJ Rowley Number 137,370,023 149,534 1,275,481 180,000 INDEMNIFYING OFFICERS During the year, the Consolidated Entity paid a premium in respect of a contract insuring its Directors and employees against liabilities that may be incurred in defending civil or AUDITOR’S INDEPENDENCE DECLARATION We have obtained the following Independence Declaration from our auditors, Ernst & Young: In relation to our audit of the financial report of AVJennings Limited for the financial year ended 30 June 2012, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct. Ernst & Young 27 September 2012 Mark Conroy Partner Liability limited by a scheme approved under Professional Standards Legislation NON-AUDIT SERVICES A number of non-audit services were provided by the Consolidated Entity’s auditor, Ernst & Young. These non-audit services are detailed in note 8 to this Financial Report. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. This Report is made in accordance with a resolution of the Directors. Simon Cheong Director 27 September 2012 Peter Summers Director 22 | AVJENNINGS LIMITED · ABN 44 004 327 771 consoliDateD statement of comprehensive income For the year ended 30 June 2012 Continuing operations Revenues Share of profits of associates and joint venture entities accounted for using the equity method Change in inventories, finished goods and work-in-progress Provision for loss on inventories Provision for loss on equity accounted investments Other operational expenses Advertising expenses Display costs Employee expenses Depreciation and amortisation expense Finance costs Fair value (loss)/gain on interest rate derivatives Other expenses Profit/(loss) from continuing operations before income tax Income tax credit/(expense) Note 2012 $’000 2011 $’000 5 5 5 5 5 9 188,809 215,901 5,759 (151,244) (48,621) (1,311) (5,595) (3,250) (1,007) 1,779 (153,986) - - (5,375) (3,437) (1,088) (19,088) (21,535) (353) (475) (119) (486) (914) 441 (9,459) (11,357) (45,954) 19,943 16,126 (5,343) Profit/(loss) from continuing operations after income tax (29,828) 14,600 Discontinued operations Loss from discontinued operations after income tax 10 - (1,707) Net profit/(loss) for the year (29,828) 12,893 Other comprehensive income Foreign currency translation Other comprehensive income/(loss) for the year net of tax 100 100 (427) (427) Total comprehensive income/(loss) for the year (29,728) 12,466 Earnings per share for profit/(loss) from continuing operations attributable to ordinary equity holders of the parent: Cents Cents Basic earnings per share Diluted earnings per share 12 12 (10.99) (11.03) Earnings per share for loss from discontinued operations attributable to ordinary equity holders of the parent: Basic earnings per share Diluted earnings per share Earnings per share for profit/(loss) attributable to ordinary equity holders of the parent: Basic earnings per share Diluted earnings per share - - 12 12 (10.99) (11.03) 5.35 5.19 (0.63) (0.62) 4.72 4.57 consoliDateD statement of financial position As at 30 June 2012 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 23 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Tax receivable Other current assets Total current assets NON-CURRENT ASSETS Inventories Investments accounted for using the equity method Property, plant and equipment Intangible assets Total non-current assets Total assets CURRENT LIABILITIES Trade and other payables Derivative financial instruments Interest-bearing loans and borrowings Tax payable Provisions Total current liabilities NON-CURRENT LIABILITIES Trade and other payables Interest-bearing loans and borrowings Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets EQUITY Note 13 14 15 16 15 17 21 22 23 24 25 27 23 24 26 27 2012 $’000 4,560 35,522 73,872 514 2,112 2011 $’000 12,260 17,159 131,231 - 1,300 116,580 161,950 353,152 24,407 1,174 2,816 285,630 41,131 1,087 2,816 381,549 330,664 498,129 492,614 46,946 187 1,100 - 3,667 48,485 68 62,529 3,540 3,235 51,900 117,857 47,520 123,137 5,938 641 43,400 6,619 19,516 694 177,236 70,229 229,136 188,086 268,993 304,528 Equity attributable to equity holders of the parent Contributed equity Reserves Retained earnings Total equity 28 29(a) 29(c) 121,096 121,835 430 (94) 147,467 182,787 268,993 304,528 24 | AVJENNINGS LIMITED · ABN 44 004 327 771 consoliDateD statement of changes in equity For the year ended 30 June 2012 Attributable to equity holders of the Parent Total equity Foreign Currency Translation Reserve Share- based Payment Reserve Contributed Equity Retained Earnings Note $’000 $’000 $’000 $’000 $’000 At 1 July 2010 122,578 Profit for the year Other comprehensive loss for the year Total comprehensive income for the year Transactions with owners in their capacity as owners - - - - Treasury shares acquired 28(b) (743) - Foreign currency translation reserve - Share-based payment reserve - Dividends paid 11 - - - - - (427) (427) - 10 - - (743) (417) 81 176,759 299,418 - - - - - 242 - 242 12,893 12,893 - (427) 12,893 12,466 - - - (6,865) 6,028 (743) 10 242 (6,865) 5,110 At 30 June 2011 121,835 (417) 323 182,787 304,528 Loss for the year Other comprehensive income for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners - - - - Treasury shares acquired 28(b) (739) - Foreign currency translation reserve - Share-based payment reserve - Dividends paid 11 - - - - 100 100 - 60 - - (739) 160 - - - - - 364 - 364 (29,828) (29,828) - 100 (29,828) (29,728) - - - (739) 60 364 (5,492) (5,492) (35,320) (35,535) At 30 June 2012 121,096 (257) 687 147,467 268,993 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 25 consoliDateD statement of cash flows For the year ended 30 June 2012 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers, land vendors and employees Interest paid Income tax paid Note 2012 $’000 2011 $’000 188,798 (230,949) (10,809) (3,498) 248,672 (254,104) (10,863) (1,157) Net cash used in operating activities 30 (56,458) (17,452) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Proceeds from sale of discontinued operations Interest received Distribution received Dividends received Investments in associates and joint venture entities 21 53 (641) - 481 1,380 - (1,361) 819 (657) 21,304 907 4,510 1,000 (3,594) Net cash (used in)/from investing activities (88) 24,289 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Loans from related parties Repayment of borrowings Payment of finance lease liability Payment for treasury shares Equity dividends paid Net cash from/(used in) financing activities NET DECREASE IN CASH HELD Cash and cash equivalents at beginning of year Effects of exchange rate changes on cash and cash equivalents 28(b) 103,601 - 124,238 2,000 (48,482) (137,120) (30) (739) (5,492) (207) (743) (6,865) 48,858 (18,697) (7,688) 12,260 (12) (11,860) 24,110 10 CASH AND CASH EQUIVALENTS AT END OF YEAR 13 4,560 12,260 26 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 1. CORPORATE INFORMATION The Consolidated Financial Statements of AVJennings Limited for the year ended 30 June 2012 were authorised for issue in accordance with a resolution of the Directors on 27 September 2012. AVJennings Limited (the Parent) is a Company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange and the Singapore Exchange through the Central Limit Order Book System (CLOB). The ultimate parent is SC Global Developments Limited, a company incorporated in Singapore which owns 50.03% of the ordinary shares in AVJennings Limited. The Consolidated Entity (“AVJennings”, “Consolidated Entity” or “Group”) consists of AVJennings Limited (the “Company” or the “Parent Entity”) and its controlled entities. The nature of the operations and principal activities of the Consolidated Entity are described in the Directors’ Report. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation The Financial Report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The Financial Report has also been prepared on a historical cost basis, except for derivative financial instruments which have been measured at fair value with variations reflected in the profit and loss account. The preparation of consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements, are disclosed in note 4. AVJennings is a for-profit entity for the purpose of preparing the Consolidated Financial Statements. The Financial Report is presented in Australian Dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated. a) Compliance with IFRS The Financial Report also complies with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. b) New accounting standards and interpretations (i) Changes in accounting policy and disclosures: The accounting policies adopted are consistent with those of the previous financial year. None of the new Standards and amendments to Standards that are mandatory for the first time for the financial year beginning 1 July 2011 affected any of the amounts recognised in the current period or any prior period and are not likely to affect future periods. (ii) Accounting Standards and Interpretations issued but not yet effective: Certain new Australian Accounting Standards and Interpretations have been published that are not mandatory for 30 June 2012 reporting periods. The Group’s assessment of the impact of these new Standards and Interpretations is set out on pages 26 and 27. A) AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9, AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (effective from 1 January 2015) and AASB 2012-6 Amendments to Australian Accounting Standards – Mandatory Effective Date of AASB 9 and Transition Disclosures. AASB Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not applicable until 1 January 2015 but is available for early adoption. The adoption of this standard is not expected to have any effect on the Consolidated Financial Statements. B) AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of Interests in Other Entities, revised AASB 127 Separate Financial Statements and AASB 128 Investments in Associates and Joint Ventures and AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards (effective 1 January 2013). In August 2011, the AASB issued a suite of five new and amended standards which address the accounting for joint arrangements, consolidated financial statements and associated disclosures. AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated and Separate Financial Statements, and Interpretation 12 Consolidation – Special Purpose Entities. The core principle that a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics of consolidation. However, the standard introduces a single definition of control that applies to all entities. It focuses on the need to have both power and rights or exposure to variable returns. Power is the current ability to direct the activities that significantly influence returns. Returns must vary and can be positive, negative or both. Control exists when the investor can use its power to affect the amount of its returns. There is also new guidance on participating and protective rights and on agent/principal relationships. While the Group does not expect the new standard to have a significant impact on its composition, it has yet to perform a detailed analysis of the new guidance in the context of its various investees that may or may not be controlled under the new rules. notes to the consoliDateD financial statements For the year ended 30 June 2012 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 27 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) b) New accounting standards and interpretations (continued) AASB 11 introduces a principles based approach to accounting for joint arrangements. The focus is no longer on the legal structure of joint arrangements, but rather on how rights and obligations are shared by the parties to the joint arrangement. Based on the assessment of rights and obligations, a joint arrangement will be classified as either a joint operation or a joint venture. Joint ventures are accounted for using the equity method, and the choice to proportionately consolidate will no longer be permitted. Parties to a joint operation will account for their share of revenues, expenses, assets and liabilities in much of the same way as under the previous standard. AASB 11 also provides guidance for parties that participate in joint arrangements but do not share joint control. The Group’s investment in the joint venture partnership will be classified as a joint venture under the new rules. As the Group already applies the equity method in accounting for this investment, AASB 11 will not have any impact on the amounts recognised in its Consolidated Financial Statements. AASB 12 sets out the required disclosures for entities reporting under the two new standards, AASB 10 and AASB 11, and replaces the disclosure requirements currently found in AASB 127 and AASB 128. Application of this standard by the Group will not affect any of the amounts recognised in the Consolidated Financial Statements, but will impact the type of information disclosed in relation to the Group’s investments. The Group has not adopted the new standards before their operative date. They would therefore be first applied in the Consolidated Financial Statements for the annual reporting period ending 30 June 2014. C) AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13 (effective 1 January 2013). AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair value disclosures. The Group has yet to determine which, if any, of its current measurement techniques will have to change as a result of the new guidance. It is therefore not possible to state the impact, if any, of the new rules on any of the amounts recognised in the Consolidated Financial Statements. However, application of the new standard will impact the type of information disclosed in the notes to the Consolidated Financial Statements. The Group has not adopted the new standard before its operative date, which means that it would be first applied in the annual reporting period ending 30 June 2014. There are no other Standards that are not yet effective and that are expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions. c) Basis of consolidation The Consolidated Financial Statements incorporate the assets and liabilities of all subsidiaries of AVJennings Limited as at 30 June 2012 and the results of all subsidiaries for the year then ended. Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether a Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group (refer to note 2(d)). Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of the subsidiaries are consistent with the policies adopted by the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity and the Consolidated Statement of Financial Position respectively. The AVJ Deferred Employee Share Plan Trust was formed to administer the Group’s employee share scheme. This Trust is consolidated, as the substance of the relationship is that the Trust is controlled by the Group. Shares held by the Trust are disclosed as treasury shares and deducted from contributed equity. d) Business combinations Business combinations are accounted for using the acquisition method. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Consolidated Entity. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition- related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair values at the acquisition date. For each business combination, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets. The excess of the consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit and loss as a bargain purchase. 28 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) d) Business combinations (continued) Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss. e) Joint ventures Jointly controlled assets: Interest in jointly controlled assets is accounted for using proportionate consolidation. AVJennings recognises its interest in the jointly controlled assets by recognising its interest in the assets and liabilities of the joint venture. It also recognises its share of expenses and income from the use and output of the jointly controlled asset. Details of the jointly controlled assets are set out in note 20. Joint venture entities: The interest in a joint venture entity is accounted for using the equity method after initially being recognised at cost. Under the equity method, the share of the profits or losses of the entity are recognised in the profit and loss, and the share of post-acquisition movements in reserves is recognised in other comprehensive income. Dividends received from joint venture entities are recognised as a reduction in the carrying amount of the investment. Details relating to joint venture entities are set out in note 17(b). Profits or losses on transactions with joint venture entities are eliminated to the extent of the Consolidated Entity’s ownership interest until such time as they are realised by the joint venture entity on consumption or sale. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets, or an impairment loss. At each reporting date, the Group determines whether there is any objective evidence that the investment in the joint venture entity is impaired. Where evidence exists, the impairment is calculated as the difference between the recoverable amount of the joint venture entity and its carrying value, and recognised in the profit and loss. f) Investments in associates An associate is an entity over which the Consolidated Entity has significant influence but not control or joint control. Investments in associates are accounted for using the equity method. Under the equity method, investments in associates are carried in the Consolidated Statement of Financial Position at cost plus post-acquisition changes in the Consolidated Entity’s share of net assets of the associates. The Consolidated Entity’s share of an associate’s profits or losses is recognised in the Consolidated Statement of Comprehensive Income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognised as a reduction in the carrying amount of the investment. Details relating to associates are set out in note 17(a). At each reporting date, the Group determines whether there is any objective evidence that the investment in the associate is impaired. Where evidence exists, the impairment is calculated as the difference between the recoverable amount of the associate and its carrying value, and recognised in the profit and loss. When the Consolidated Entity’s share of losses in an associate equals or exceeds its interest in the associate, including any unsecured long-term receivables, the Consolidated Entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions with associates are eliminated to the extent of the Consolidated Entity’s interest in the associates. The reporting dates of the associate and the Consolidated Entity are identical and the associate’s accounting policies conform to those used by the Consolidated Entity. g) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Committee. Information regarding business activities that are below the quantitative criteria are combined, and disclosed in a separate category called “other”. h) Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful life of the specific assets as follows: Plant, equipment, and motor vehicles Motor vehicles under finance lease Leasehold improvements 3-7 years 2-3 years 3-10 years Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. An asset’s carrying amount is written down to its recoverable amount if the carrying amount is greater than the estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the Consolidated Statement of Comprehensive Income. The assets’ useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 29 notes to the consoliDateD financial statements For the year ended 30 June 2012 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) h) Property, plant and equipment (continued) Derecognition: An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. i) Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, are capitalised as part of the cost of those assets during the period of time required to complete and prepare the assets for their intended use or sale. Interest income on borrowings pending their expenditure on qualifying assets is deducted from borrowing costs eligible for capitalisation. All other borrowing costs are expensed. j) Intangible assets Intangible assets acquired separately are measured at cost on initial recognition. The cost of intangible assets acquired in a business combination are their fair value as at the date of the acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. The Consolidated Entity does not capitalise any expenditure resulting in the creation of internally generated intangible assets. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the income statement in the expense category consistent with the function of the intangible assets. Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in the useful life from indefinite to finite is made on a prospective basis. k) Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Estimates of net realisable value are based on the most recent evidence available at the time the estimates are made, of the amount the inventories are expected to realise and the estimate of costs to complete. Refer to note 4(ii). Development projects and land: Cost includes the costs of acquisition, development, borrowings and all other costs directly related to specific projects. Borrowing and holding costs such as rates and taxes incurred after completion of development and construction are expensed. Costs expected to be incurred under penalty clauses and rectification provisions are also included. Construction contracts: Construction work-in-progress is stated at the aggregate of contract costs incurred to date plus recognised profits less recognised losses and progress billings. Contract costs include all costs directly related to specific contracts, and costs that are specifically chargeable to the customer under the terms of the contract. The stage of completion is measured using the percentage of completion method. l) Non-current assets (or disposal groups) held for sale and discontinued operations Non-current assets and disposal groups are classified as held for sale and measured at the lower of their carrying amount and fair value less costs to sell if their carrying amount will be recovered principally through a sale transaction instead of use. For an asset or disposal group to be classified as held for sale, it must be available for an immediate sale in its present condition and its sale must be highly probable. An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition. A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business and is part of a single coordinated plan to dispose of such a line of business. The results of discontinued operations are presented separately on the face of the Consolidated Statement of Comprehensive Income and the assets and liabilities are presented separately on the face of the Consolidated Statement of Financial Position. m) Trade and other receivables Trade receivables are carried at the amount invoiced less a provision for impairment. Settlement terms for trade receivables are: • • Development housing and land sales – generally between 30 and 180 days Contract building (progress billing) – generally between 7 and 30 days Collectability of trade receivables is reviewed on an ongoing basis. Individual debts that are known to be uncollectible are written-off when identified. A provision for impairment is recognised when there is objective evidence that the Consolidated Entity will not be able to collect the receivable. The amount of the impairment loss is the difference between the carrying amount of the receivable and the present value of estimated future cash flows, which are not discounted for short-term receivables as the effect of discounting is immaterial. 30 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) m) Trade and other receivables (continued) Where a receivable is expected to be settled more than twelve months after the reporting date, its carrying amount is discounted using the effective interest rate method. The difference between the carrying amount and the present value is recorded in the Statement of Comprehensive Income. n) Cash and cash equivalents Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and in hand and short-term deposits with a maturity of three months or less. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of bank overdrafts. Bank overdrafts are included within interest-bearing loans and borrowings in current liabilities in the Consolidated Statement of Financial Position. o) Interest-bearing loans and borrowings Loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. The difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit and loss over the period of the borrowings using the effective interest method. Fees paid on establishment of loan facilities are capitalised as a prepayment and amortised over the period of the facility. Borrowings are classified as current liabilities unless there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. p) Provisions Provisions are recognised when the Consolidated Entity has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. When the Consolidated Entity expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Consolidated Statement of Comprehensive Income net of any reimbursement. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. q) Employee benefits Short-term employee benefit obligations: Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months after the end of the reporting period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period. They are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. Other long-term employee benefit obligations: The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting period using the project unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted at a pre-tax rate that reflects the time value of money. Superannuation contributions: Contributions to superannuation plans are recognised as an expense in the Consolidated Statement of Comprehensive Income as they become payable. Bonus entitlements: A liability is recognised for bonus entitlements where contractually obliged or where there is a past practice that has created a constructive obligation. r) Share-based payment transactions Share-based compensation benefits are provided to Executives via the AVJ Deferred Employee Share Plan. Information relating to the plan is set out in note 35. The original cost of equity-settled transactions is treated as a reduction in share capital and the underlying shares identified separately as treasury shares. The fair value of the shares at the grant date is expensed on a straight-line basis over the vesting period with a corresponding increase in share-based payment reserve in equity. s) Leases Consolidated Entity as lessee: Finance leases which transfer to the Consolidated Entity substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as finance costs in the Consolidated Statement of Comprehensive Income. The property, plant and equipment acquired under finance leases is depreciated over the asset’s useful life or over the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the Consolidated Entity will obtain ownership at the end of the lease term. Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Consolidated Entity as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. notes to the consoliDateD financial statements For the year ended 30 June 2012 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 31 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) s) Leases (continued) Consolidated Entity as lessor: Leases in which the Consolidated Entity does not transfer substantially all the risks and benefits of ownership of an asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. t) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is recognised for the major business activities as follows: Development projects and land sales: Revenue from the sale of land, houses and apartments is recognised when the significant risks, rewards of ownership and effective control have been transferred to the buyer. This has been determined to occur on settlement. Revenue from land sales is recognised prior to settlement when a signed unconditional contract for sale exists, the significant risks, rewards of ownership and effective control have been transferred to the buyer, and there is no management involvement to the degree usually associated with ownership. Construction contracts: Contract building relates to Home Building Agreements and the like, where there is a contract to build a house or provide other residential construction services. Contract revenue and expenses are recognised in accordance with the percentage of completion method unless the outcome of the contract cannot be reliably estimated. Where the outcome of a contract cannot be reliably estimated, contract costs are recognised as an expense as incurred, and where it is probable that the costs will be recovered, revenue is recognised to the extent of costs incurred. Where it is probable that a loss will arise from a construction contract, the excess of total costs over revenue is recognised as an expense immediately. Interest revenue: Revenue is recognised as interest accrues using the effective interest rate method. Management fees: Revenue is recognised upon delivery of the services. u) Income tax Current tax assets and liabilities for the current year are measured at the amount expected to be recovered from or paid to the taxation authorities based on current year’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Current income tax relating to items recognised directly in equity is recognised in equity and not in the Consolidated Statement of Comprehensive Income. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to be applied in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Tax consolidation: AVJennings Limited and its wholly-owned controlled entities implemented the Tax Consolidation Legislation as of 1 July 2002. The head entity, AVJennings Limited, has entered into an agreement with its wholly-owned subsidiary, AVJennings Properties Limited, under which AVJennings Properties Limited will account for the current and deferred tax amounts of the controlled entities in the Tax Consolidated Group. The Consolidated Entity has applied the group allocation approach in determining the appropriate amount of current taxes and deferred taxes to allocate to the members of the Tax Consolidated Group. In addition to its own current and deferred tax amounts, AVJennings Properties Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the Tax Consolidated Group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from, or payable to, other entities in the Group. v) Other taxes Revenues, expenses and assets are recognised net of the amount of GST except: • when the GST incurred on purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; receivables and payables, which are stated with the amount of GST included. • 32 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) v) Other taxes (continued) The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Consolidated Statement of Financial Position. Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. Treasury shares: Shares acquired on-market for use in employee share-based payment plans are referred to as treasury shares. The cost of these shares is deducted from equity. No gain or loss is recognised in profit or loss for the purchase, sale, issue or cancellation of the Company’s shares. aa) Foreign currency translation (i) Functional and presentation currency: Both the functional and presentation currency of AVJennings Limited and its Australian subsidiaries is Australian Dollars ($). A controlled entity, AVJ Hobsonville Pty Limited, has a branch in New Zealand whose functional currency is New Zealand Dollars which is translated to the presentation currency for consolidation reporting. w) Derivative financial instruments (ii) Transactions and balances: The Consolidated Entity uses interest rate swaps and caps to hedge its risk associated with interest rate fluctuations. These derivatives do not qualify for hedge accounting and changes in fair value are recognised immediately as income or expenses in profit and loss. Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. Derivative financial instruments are not held for trading purposes. x) Trade and other payables Trade and other payables represent liabilities for goods and services provided to the Consolidated Entity prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 to 60 days of recognition. y) Earnings per share Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: • costs of servicing equity (other than dividends); • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares, divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. z) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Foreign currency transactions are translated into the Entity’s functional currency at the rates of exchange prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at reporting date exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit and loss, except when they are deferred in equity as they are attributable to part of the net investment in a foreign operation. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. (iii) Translation of Group Companies’ functional currency to presentation currency: The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; income and expenses for each statement of comprehensive income are translated at average exchange rates; • • all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised in other comprehensive income. When a foreign investment is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. ab) Comparative figures To enable meaningful comparison, some comparatives have been reclassified to conform with the current year’s presentation. notes to the consoliDateD financial statements For the year ended 30 June 2012 3. FINANCIAL RISK MANAGEMENT (i) Interest rate risk AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 33 The Consolidated Entity’s principal financial instruments comprise receivables, payables, finance leases, derivatives, cash, bank loans and overdrafts. Risk Management is carried out by a central treasury department under policies approved by the Board of Directors. The objective of the policies is to support the delivery of financial targets and manage key financial risks such as interest rates, foreign currency, credit and liquidity. The overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Consolidated Entity. AVJennings enters into derivative transactions, principally interest rate cap and interest rate swap contracts, to hedge interest rate risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The Consolidated Entity uses different methods to measure and manage different types of risks to which it is exposed. These methods include sensitivity analysis in the case of interest rates and ageing analysis for credit risk. Liquidity risk is managed through the development of future rolling cash flow forecasts and the continuity of funding through the facilities mentioned in notes 24(a) and 24(b). Primary responsibility for identification and control of financial risks rests with management under the authority of the Board. The Board reviews and agrees on policies for managing each of the risks identified below. The Consolidated Entity’s exposure to market interest rates relates to the obligations arising from interest-bearing loans and overdraft. The level of debt is disclosed in note 24. The policy is to manage finance costs using a mix of fixed and variable rate debt with a target to have approximately 50% of forecast average borrowings at fixed or capped rates of interest. Forecast average borrowings are derived from periodic rolling cash flow forecasts which include an allowance for potential acquisitions. Please refer to the table below for the position at the reporting date. To manage the mix of fixed and variable debt in a cost efficient manner, the Consolidated Entity enters into interest rate cap and floating-to-fixed interest rate swap contracts. The fair value exposure on derivatives is a by-product of the Consolidated Entity’s attempt to manage the cash flow volatility arising from interest rate changes. Interest rate cap contracts are entered into for a notional principal amount by paying an upfront premium that covers a specific period. The strike rates for these contracts are benchmarked against the BBSY bid rate (Australian Bank Bill Swap Reference Rate - Average Bid Rate) on a quarterly basis. Settlement occurs quarterly, in favour of the Consolidated Entity, should the BBSY bid rate be above the cap strike rate (movements in the variable rate are directly proportional to movements in the BBSY bid rate). By entering into interest rate swaps, the Consolidated Entity agrees to exchange, at the end of each quarter, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional principal amount. The Consolidated Entity’s interest rate derivatives do not qualify for hedge accounting treatment. Gains or losses arising from changes in fair value are recognised in profit or loss. At the reporting date, the following variable rate borrowings, interest rate swap and interest rate cap contracts were outstanding: Cash Bank loans Lease liabilities Net financial liabilities Interest rate caps Interest rate swaps Borrowings not hedged 2012 2011 Weighted average interest rate % 2.03 5.29 - Balance $‘000 (4,560) 124,237 - 119,677 (15,000) (15,000) 89,677 Weighted average interest rate % 4.04 6.72 9.16 Balance $‘000 (12,260) 69,119 29 56,888 (15,000) (15,000) 26,888 Interest rate derivative contracts are exposed to fair value movements if interest rates change. Details of these contracts are outlined in note 24(e). At 30 June 2012, after taking into account the effect of interest rate swaps, approximately 18.4% of available borrowings are at fixed or capped rates of interest (2011: 17.3%). The Consolidated Entity analyses its interest rate exposure on an ongoing basis. Within this analysis, consideration is given to potential renewals of existing positions, alternative financing, alternative hedging positions and the mix of fixed and variable interest rates. 34 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 3. FINANCIAL RISK MANAGEMENT (continued) (i) Interest rate risk (continued) The following sensitivity analysis is based on the interest rate exposures in existence at the balance sheet date. At 30 June 2012, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and other comprehensive income would have been affected as follows: + 1.00% (100 basis points) + 0.50% (50 basis points) - 0.50% (50 basis points) Post Tax Profit Higher/(Lower) Other Comprehensive Income Higher/(Lower) 2012 $’000 (29) (14) 14 2011 $’000 203 94 (84) 2012 $’000 - - - 2011 $’000 - - - The above fluctuations in post-tax profit and other comprehensive income are net of interest capitalised to inventories. The effect on the basis that no interest is capitalised, would be as follows: +1.00% (100 basis points) +0.50% (50 basis points) -0.50% (50 basis points) (ii) Foreign currency risk Post Tax Profit Higher/(Lower) Other Comprehensive Income Higher/(Lower) 2012 $’000 (668) (333) 333 2011 $’000 (54) (34) 44 2012 $’000 - - - 2011 $’000 - - - AVJ Hobsonville Pty Limited is a subsidiary which has a branch in New Zealand. The operations of the branch, including purchases of inventory denominated in New Zealand Dollars, are funded by AVJennings Properties Limited (another subsidiary) through an intragroup account. The Consolidated Statement of Financial Position is affected by the exchange rate movements between New Zealand Dollar and Australian Dollar. This exposure is not hedged as the effects are not considered to be material. The Consolidated Entity also has transactional exposures. Such exposure arises from sales or purchases by an operating entity in currencies other than the functional currency. This exposure is not considered to be material in relation to the branch in New Zealand. At balance date, the Consolidated Entity had the following exposure to New Zealand Dollar foreign currency that is not designated in cash flow hedges: Financial Assets Cash and cash equivalents Trade and other receivables Total Financial Assets Financial Liabilities Trade and other payables Total Financial Liabilities Net exposure 2012 NZ$’000 2011 NZ$’000 1,024 8,018 9,042 (13,237) (13,237) (4,195) 1,390 4,080 5,470 (12,342) (12,342) (6,872) AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 35 notes to the consoliDateD financial statements For the year ended 30 June 2012 3. FINANCIAL RISK MANAGEMENT (continued) (ii) Foreign currency risk (continued) At balance date, had the Australian Dollar moved, the effect of exposure to New Zealand Dollar foreign currency that is not designated in cash flow hedges is illustrated in the following table: Consolidated AUD/NZD +10% AUD/NZD - 5% AUD/NZD -10% (iii) Price risk Post Tax Profit Higher/(Lower) Other Comprehensive Income Higher/(Lower) 2012 $’000 2011 $’000 - - - - - - (v) Liquidity risk 2012 $’000 (934) 541 1,141 2011 $’000 (834) 483 1,019 The Consolidated Entity does not have commodity and equity securities price risk. Liquidity arises from the financial liabilities of the Consolidated Entity and the ability to repay them as and when they fall due. (iv) Credit risk Credit risk arises from financial assets which comprise cash and cash equivalents, trade and other receivables, derivative instruments and the granting of financial guarantees. Exposure to credit arises from potential default of the counterparty, with a maximum exposure equal to the carrying amount of the financial assets (as outlined in each applicable note) as well as $15,846,000 (2011: $15,663,000) in relation to financial guarantees granted – see note 32 for further information. Contracts for Land, Integrated Housing and Apartments usually require payment in full prior to passing of title to customers. In the event that title is to pass without full payment being received, appropriate credit verification procedures are performed prior to executing the contract. Derivative counterparties and cash deposits are limited to financial institutions approved by the Board. The Consolidated Entity has no significant concentrations of credit risk and does not hold any credit derivatives to offset its credit exposure. The objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, finance leases and committed available credit facilities. Liquidity risk is managed by monitoring forecast cash flows on a monthly basis and matching the maturity profiles of financial assets and liabilities. The current main banking facilities are due to mature on 30 September 2013. In addition, the Consolidated Entity operates certain project funding facilities which are discussed in note 24(b). At 30 June 2012, 0.9% (2011: 90.4%) of the Consolidated Entity’s interest-bearing loans and borrowings will mature in less than one year. A. Non-derivative financial liabilities: The liquidity risk disclosures on page 36 reflect all contractually fixed pay-offs, repayments and interest resulting from recognised financial liabilities and financial guarantees as of 30 June 2012. For the other obligations, the respective undiscounted cash flows for the respective upcoming fiscal years are presented. The timing of cash flows is based on the contractual terms of the underlying contract. However, where the counterparty has a choice of when the amount is paid, the liability is allocated to the earliest period in which it can be required to be paid. For financial guarantee contracts, the maximum amount of the guarantee is allocated to the earliest period in which the guarantee can be called. The risk implied from the values shown in the table on page 36, reflects a balanced view of cash inflows and outflows of non-derivative financial instruments. The Consolidated Entity ensures that sufficient liquid assets are available to meet all the required short-term cash payments. 36 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 3. FINANCIAL RISK MANAGEMENT (continued) (v) Liquidity risk (continued) A. Non-derivative financial liabilities: (continued) Year ended 30 June 2012 Financial Assets Cash and cash equivalents Trade and other receivables Financial Liabilities Trade and other payables Interest-bearing loans and borrowings* Financial Guarantees < 6 months $’000 6-12 months $’000 > 1-5 years $’000 Total $’000 4,560 35,522 40,082 24,172 4,415 15,846 - - - - - - 22,774 3,241 - 47,520 125,338 - 4,560 35,522 40,082 94,466 132,994 15,846 44,433 26,015 172,858 243,306 Net maturity (4,351) (26,015) (172,858) (203,224) Year ended 30 June 2011 Financial Assets Cash and cash equivalents Trade and other receivables Financial Liabilities Trade and other payables Interest-bearing loans and borrowings* Financial Guarantees < 6 months $’000 6-12 months $’000 > 1-5 years $’000 Total $’000 12,260 17,159 29,419 27,045 58,805 15,663 - - - - - - 21,440 5,266 - 43,400 7,132 - 12,260 17,159 29,419 91,885 71,203 15,663 101,513 26,706 50,532 178,751 Net maturity (72,094) (26,706) (50,532) (149,332) * Expected settlement amounts of interest-bearing loans and borrowings include an estimate of the interest payable to the date of expiry of the facilities. In addition to maintaining sufficient assets to meet short-term payments, at reporting date, the Consolidated Entity has approximately $74 million (2011: $135 million) of unused credit facilities available for its immediate use. Please refer to note 24. notes to the consoliDateD financial statements For the year ended 30 June 2012 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 37 3. FINANCIAL RISK MANAGEMENT (continued) (v) Liquidity risk (continued) B. Derivative financial liabilities: The table below details the liquidity risk arising from the derivative liabilities held by the Consolidated Entity at balance date. Year ended 30 June 2012 Derivatives Net settled (interest rate swaps) Net maturity Year ended 30 June 2011 Derivatives Net settled (interest rate swaps) Net maturity (vi) Fair value < 6 months $’000 42 42 < 6 months $’000 15 15 6-12 months $’000 - - 6-12 months $’000 - - > 1-5 years $’000 Total $’000 - - 42 42 > 1-5 years $’000 Total $’000 - - 15 15 The methods used in estimating the fair value of a financial instrument are: Level 1 – the fair value is calculated using quoted prices in active markets. Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or the liability, either directly (as prices) or indirectly (derived from prices). Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market data. The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised in the table below. Year ended 30 June 2012 Year ended 30 June 2011 Quoted market price (Level 1) Valuation technique – market observable inputs (Level 2) $’000 $’000 Valuation technique – non market observable inputs (Level 3) $’000 Total Quoted market price (Level 1) Valuation technique – market observable inputs (Level 2) $’000 $’000 $’000 Valuation technique – non market observable inputs (Level 3) $’000 Total $’000 Financial liabilities Derivative instruments Interest rate swaps - - 187 187 - - 187 187 - - 68 68 - - 68 68 Quoted market price represents the fair value determined based on quoted prices in active markets as at the reporting date without any deduction of transaction costs. The fair value of the listed equity investments are based on quoted market prices. For financial instruments not quoted in active markets, valuation techniques such as present value techniques, comparison to similar instruments for which market observable prices exist and other relevant models used by market participants are used. These valuation techniques use both observable and unobservable market inputs. Financial instruments that use valuation techniques with only observable market inputs or unobservable inputs that are not significant to the overall valuation include interest rate swaps not traded on a recognised exchange. The fair value of unlisted debt and equity securities, as well as other instruments that do not have an active market, are based on valuation techniques using market data that is not observable. Where the impact of credit risk on the fair value of a derivative is significant, and the inputs on credit risk (e.g. CDS spreads) are not observable, the derivative would be classified as based on non observable market inputs (Level 3). There were no transfers between any of the categories during the year. 38 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 4. SIGNIFICANT ACCOUNTING JUDGEMENTS, Estimates of net realisable value of inventories: The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and costs of selling as per note 2(k). Estimates take into consideration fluctuations in price or cost, and development time and sales rates. The key assumptions used in this exercise require the use of management judgement and are reviewed at least half-yearly. Profit recognised on developments: Profit on developments is generally recognised on settlement as discussed in note 2(t). The calculation of profit for projects that are in progress, is based on actual costs to date and estimates of costs to complete. Share-based payment transactions: The cost of equity settled securities allocated to employees is measured by reference to the fair value of the equity instruments at the date on which they are granted. As explained in note 35(b), the fair value of some equity instruments is determined using the Monte Carlo simulation model which includes a number of judgements and assumptions. These judgements and assumptions have no impact on the carrying value of assets and liabilities in the Consolidated Statement of Financial Position but may impact the share-based payment expense taken to profit and loss. Valuation of derivatives: Derivatives not quoted in an active market are valued based on certain assumptions and estimates. These valuations can change depending on market volatility. ESTIMATES AND ASSUMPTIONS The preparation of consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of a reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected, in future periods. (i) Critical judgements in applying accounting policies In applying the Group’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the Consolidated Financial Statements: Recovery of deferred tax assets: Deferred tax assets are recognised for deductible temporary differences and tax losses where management considers that it is probable that future taxable profits will be available to utilise these. Cost of goods sold: Management uses judgement in determining the method to be used for cost apportionment. Costs may be apportioned based on yield, unit entitlement, percentage of revenue or other equitable methods. Costs include costs incurred to date as well as forecast costs to bring the inventory into a saleable state. (ii) Critical accounting estimates and assumptions Key assumptions concerning the future and other key sources of estimating uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are described below. Assumptions and estimates are based on parameters currently available. Existing circumstances and assumptions about future developments, however, may change due to changes in market condition or circumstances arising beyond the control of the Group. Future assumptions are altered as these changes occur. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 39 notes to the consoliDateD financial statements For the year ended 30 June 2012 5. REVENUES AND EXPENSES Profit / (Loss) from ordinary activities before income tax includes the following revenues and expenses: Revenues from continuing operations Developments Home Improvements Interest revenue Management fees Rental revenue Royalty revenue Sundry revenue Expense recovery from third party Total revenues Note 2012 $’000 2011 $’000 181,022 194,995 2,060 481 2,913 18 1,258 1,057 - 7,993 958 3,579 47 1,655 1,019 5,655 188,809 215,901 Changes in inventories, finished goods and work-in-progress Amortisation of finance costs capitalised to inventories 6,998 6,246 Employee benefits expenses Defined contribution superannuation expense Other employee benefits expenses Total employee benefits expenses Depreciation and amortisation expense Depreciation Leasehold improvements Plant, equipment and motor vehicles Amortisation Motor vehicles under lease Total depreciation and amortisation expense Other expenses Minimum operating lease payments Finance costs Bank loans and overdrafts Finance charges payable under finance leases Total finance costs Less: Amount capitalised to inventories Finance costs expensed Impairment of assets Inventories impaired Equity accounted investments impaired Total Impairment 1,286 17,802 1,484 20,051 19,088 21,535 21 21 21 48 305 - 353 101 325 60 486 2,379 3,346 10,809 - 10,809 (10,334) 475 48,621 1,311 49,932 10,844 19 10,863 (9,949) 914 - - - 40 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 6. OPERATING SEGMENTS Accounting policies Identification of reportable segments The Consolidated Entity has identified its operating segments based on the internal reports that are reviewed and used by the chief operating decision makers in assessing performance and in determining the allocation of resources. The operating segments are identified by management based on the states in which the Consolidated Entity sells its products and services. Discrete financial information about each of these operating businesses is reported on a monthly basis. Types of products and services The Consolidated Entity operates primarily in residential development. The accounting policies used in reporting segments are the same as those contained in note 2 to the Financial Report. Operating segments States: This includes activities relating to Land Development, Integrated Housing, Apartments Development and Home Improvements. Other: This includes corporate transactions entered into by the Head Office which are not state based. notes to the consoliDateD financial statements For the year ended 30 June 2012 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 41 d e t a d i l o s n o C t c a r t n o C g n d i l i u B l a t o T s n o i t a r e p O d e u n i t n o c s i D s n o i t a r e p O l a t o T r e h t O A S D L Q C V I W S N s n o i t a r e p O g n u n i t n o C i : 2 1 0 2 e n u J 0 3 d e d n e r a e y e h t r o f s t n e m g e s g n i t a r e p o g n d r a g e r n o i t a m r o f n i i s t l u s e r d n a s e u n e v e r e h t 1 1 0 2 0 0 0 ’ $ 2 1 0 2 0 0 0 ’ $ 1 1 0 2 0 0 0 ’ $ 2 1 0 2 0 0 0 ’ $ 1 1 0 2 0 0 0 ’ $ 2 1 0 2 0 0 0 ’ $ 1 1 0 2 0 0 0 $ ’ 2 1 0 2 0 0 0 $ ’ 1 1 0 2 0 0 0 $ ’ 2 1 0 2 0 0 0 $ ’ 1 1 0 2 0 0 0 $ ’ 2 1 0 2 0 0 0 $ ’ 1 1 0 2 0 0 0 ’ $ 2 1 0 2 0 0 0 ’ $ 1 1 0 2 0 0 0 ’ $ 2 1 0 2 0 0 0 ’ $ ) d e u n i t n o c ( S T N E M G E S G N T A R E P O I . 6 s t n e s e r p e b a t g n w o l i l l o f e h T 9 7 5 , 3 7 4 3 , 9 3 1 9 , 2 4 1 8 , 2 - 3 1 1 9 4 , 8 1 2 2 8 0 , 3 8 1 3 0 5 , 5 1 7 1 4 , 1 3 2 9 0 8 , 8 8 1 6 1 5 , 5 1 5 1 4 , 9 2 3 9 5 , 8 1 ) 1 5 2 ( 1 4 4 ) 9 1 1 ( - ) 2 3 9 , 9 4 ( - - 7 4 3 , 9 4 1 8 , 2 3 1 ) 6 8 4 ( ) 3 5 3 ( ) 0 8 2 , 9 1 ( ) 2 8 4 , 6 1 ( ) 4 1 9 ( ) 5 7 4 ( 3 2 5 , 8 1 ) 4 5 9 , 5 4 ( ) 0 3 6 , 5 ( 6 2 1 , 6 1 3 9 8 , 2 1 ) 8 2 8 , 9 2 ( - - - - - - - - - - - - - - 1 0 9 , 5 1 2 9 0 8 , 8 8 1 4 3 3 9 , 4 1 8 2 , 7 1 5 , 9 2 1 3 5 , 7 1 7 4 0 , 2 3 3 3 5 , 2 5 3 0 3 9 8 , 8 8 5 , 2 7 0 0 7 , 5 5 3 4 3 , 3 4 9 7 5 , 3 4 3 3 , 9 3 1 9 , 2 4 1 8 , 2 8 8 9 , 2 0 2 2 8 0 , 3 8 1 - - - - 4 3 3 , 9 4 1 8 , 2 7 1 5 , 9 2 3 2 4 , 7 1 7 2 6 , 1 3 1 7 8 , 1 5 8 0 4 , 8 8 1 6 9 , 1 7 6 3 4 , 3 5 7 2 8 , 1 4 s e a s l l a n r e t x E - - - 8 0 1 - 0 2 4 - 2 6 6 - 5 9 8 - 7 2 6 - - 4 6 2 , 2 6 1 5 , 1 s e e f t n e m e g a n a M 6 6 6 , 9 2 3 9 5 , 8 1 ) 0 6 1 ( ) 0 2 1 ( 4 2 7 , 4 0 2 9 6 7 2 7 2 7 , 4 4 1 4 , 2 2 0 2 6 , 9 2 1 4 , 2 6 4 4 , 3 s t l u s e r t n e m g e S - - - ) 2 3 9 , 9 4 ( - - - - 4 3 3 , 9 4 1 8 , 2 4 3 3 , 9 4 1 8 , 2 - - - - - - - - - - - - - - - - - - - - - - - ) 9 8 0 , 1 ( - - - - - - - - - - - ) 8 5 9 , 9 1 ( - - - - - - - - - - - - - - - - - - ) 5 8 8 , 8 2 ( s t e s s a f o t n e m r i a p m I - - - - - n i t n e m e v o m e u a v l r i a F s e v i t a v i r e d e t a r t s e r e t n i d n a n o i t a c e r p e d i n o i t a s i t r o m a d e t a c o l l a n U e m o c n i r e h t O s e s n e p x e d e t a c o l l a n U t s e r e t n i d e t a c o l l a n U e s n e p x e x a t e r o f e b ) s s o l ( / t i f o r P x a t e m o c n I ) s s o l ( / t i f o r p t e N s t n e m g e s g n i t a r e p O s e u n e v e R e u n e v e r r e h t O t n e m g e s l a t o T s e u n e v e r s t l u s e R 42 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 l a t o T s n o i t a r e p O s n o i t a r e p O g n u n i t n o C i d e t a d i l o s n o C r e h t O A S D L Q C V I W S N 1 1 0 2 0 0 0 ’ $ 2 1 0 2 0 0 0 ’ $ 1 1 0 2 0 0 0 ’ $ 2 1 0 2 0 0 0 ’ $ 1 1 0 2 0 0 0 $ ’ 2 1 0 2 0 0 0 $ ’ 1 1 0 2 0 0 0 $ ’ 2 1 0 2 0 0 0 $ ’ 1 1 0 2 0 0 0 $ ’ 2 1 0 2 0 0 0 ’ $ 1 1 0 2 0 0 0 ’ $ 2 1 0 2 0 0 0 ’ $ : 2 1 0 2 e n u J 0 3 t a s a s t n e m g e s g n i t a r e p o g n d r a g e r n o i t a m r o f n i i s e i t i l i b a i l d n a s t e s s a e h t s t n e s e r p e b a t g n w o l i l l o f e h T s t n e m g e s g n i t a r e p O s t e s s A ) d e u n i t n o c ( S T N E M G E S G N T A R E P O I . 6 4 1 6 , 2 9 4 9 2 1 , 8 9 4 6 6 9 , 2 2 1 8 6 , 0 1 9 6 9 , 4 6 6 5 6 , 5 7 0 1 2 , 4 4 1 3 2 4 , 4 6 1 2 4 0 , 2 9 9 8 4 , 3 1 1 7 2 4 , 8 6 1 0 8 8 , 3 3 1 s t e s s a t n e m g e S 4 1 6 , 2 9 4 9 2 1 , 8 9 4 6 6 9 , 2 2 1 8 6 , 0 1 9 6 9 , 4 6 6 5 6 5 7 , 0 1 2 4 4 1 , 3 2 4 , 4 6 1 2 4 0 , 2 9 9 8 4 , 3 1 1 7 2 4 , 8 6 1 0 8 8 , 3 3 1 s t e s s a l a t o T 6 8 0 , 8 8 1 6 3 1 , 9 2 2 2 1 0 , 3 8 1 0 4 , 4 1 1 6 0 9 , 7 1 0 3 7 , 6 2 1 8 8 , 1 5 1 4 6 , 0 5 9 8 3 , 1 2 3 8 2 , 7 2 8 9 8 , 3 1 1 8 0 , 0 1 s e i t i l i b a i l t n e m g e S s e i t i l i b a i L 6 8 0 , 8 8 1 6 3 1 , 9 2 2 2 1 0 , 3 8 1 0 4 , 4 1 1 6 0 9 , 7 1 0 3 7 6 2 , 1 8 8 , 1 5 1 4 6 0 5 , 9 8 3 , 1 2 3 8 2 , 7 2 8 9 8 , 3 1 1 8 0 , 0 1 s e i t i l i b a i l l a t o T notes to the consoliDateD financial statements For the year ended 30 June 2012 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 43 7. KEY MANAGEMENT PERSONNEL DISCLOSURES (a) Compensation of Key Management Personnel Short-term - Salary/Fees - Cash bonus - Other (1) Post employment - Superannuation (2) Long-term - Long service leave Share-based payment 2012 $ 2011 $ 1,646,951 1,645,587 179,028 76,053 206,375 78,200 196,235 196,814 57,922 322,924 70,581 214,356 2,479,113 2,411,913 (1) (2) ‘Other’ represents the value of motor vehicle benefits. Payments to Defined Contribution Plans. Consist of Superannuation Guarantee Contribution payments as well as employee voluntary contributions. The Consolidated Entity does not contribute to any Defined Benefit Plans. Detailed remuneration disclosures are provided in the Remuneration Report on pages 19 and 20. (b) Shareholdings of Key Management Personnel The number of shares in the Company held during the financial year by each Key Management Personnel of the Consolidated Entity, including their personally related parties, are set out below. Details of shares granted as compensation during the reporting period are given in note 7(d). Number of shares held in AVJennings Limited For the year ended 30 June 2012 Directors S Cheong E Sam PK Summers RJ Rowley Executives CD Thompson L Hunt Total For the year ended 30 June 2011 Directors S Cheong E Sam PK Summers RJ Rowley Executives CD Thompson Total Opening Balance Vested as Remuneration Net Other Change(1) Closing Balance 137,370,023 149,534 942,147 180,000 319,500 - - - 333,334 - - - - - - - - 2,222 137,370,023 149,534 1,275,481 180,000 319,500 2,222 138,961,204 333,334 2,222 139,296,760 137,370,023 149,534 333,333 180,000 - - - 608,814 - - - - - - 137,370,023 149,534 942,147 180,000 319,500 319,500 138,032,890 608,814 319,500 138,961,204 (1) The “net other change” relates to shares acquired on market. No other Key Management Personnel held shares in AVJennings Limited at any time during the year. All equity transactions with Key Management Personnel have been entered into under terms and conditions no more favourable than those the Company would have adopted if dealing at arm’s length. 44 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 7. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued) (c) Compensation options: granted and vested during the year No options were granted or exercised during the year. There are currently no unexercised or outstanding options. None of the Key Management Personnel hold any options. (d) Equity instrument disclosures relating to Key Management Personnel Share-based compensation benefits based on different vesting conditions are provided to certain Key Management Personnel via the AVJ Deferred Employee Share Plan. Vesting subject to service condition only The Chief Executive Officer was granted 1,000,000 shares on 7 March 2009 which vested in equal proportions on the first, second and third anniversary of his appointment. The vesting dates were 19 February 2010, 19 February 2011 and 19 February 2012. The market value of the shares at the grant date was taken to be the fair value. The service condition was the continuity of employment over the 3 years. These shares have vested. Vesting subject to both service and performance conditions 2011 Grant A total of 1,375,452 shares were granted on 28 September 2010 to certain Executives. As detailed below, these include 1,136,816 shares for KMP. The remaining shares were granted to executives who were not KMP. 2012 Grant An additional 1,695,735 shares were granted on 5 September 2011 to certain executives. As detailed below, these include 1,454,555 shares for KMP. The remaining shares were granted to executives who were not KMP. Name Executive Committee Members (KMP) PK Summers PK Summers PK Summers M Henesey-Smith M Henesey-Smith CD Thompson CD Thompson SC Orlandi SC Orlandi L Hunt L Hunt Total Shares Granted Number of Shares Vested Year Granted Number Fair Value Unvested at 1 July 2011 Vested during the year Unvested at 30 June 2012 2009 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 1,000,000 $180,000 333,334 333,334 - 691,591 $312,945 691,591 884,891 $311,924 - 158,344 $71,651 158,344 202,601 $71,417 - 106,183 $48,048 106,183 135,861 $47,891 - 102,458 $46,362 102,458 131,094 $46,211 - 78,240 $35,404 78,240 100,108 $35,288 - - - - - - - - - - - 691,591 884,891 158,344 202,601 106,183 135,861 102,458 131,094 78,240 100,108 3,591,371 $1,207,141 1,470,150 333,334 2,591,371 These shares are subject to both service and performance conditions and will vest to the extent that each of these conditions is satisfied. The service vesting condition is that the employee must still be employed by AVJennings at 30 September 2013 (for the 2011 grant) and 30 September 2014 (for the 2012 grant), except in the event of death or permanent disablement in which case the shares will vest to the estate. In the event that the employee is retrenched, the shares may vest subject to certain conditions. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 45 notes to the consoliDateD financial statements For the year ended 30 June 2012 7. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued) (d) Equity instrument disclosures relating to Key Management Personnel (continued) The performance vesting conditions are: • Total Shareholder Return (TSR) performance measured against the ASX Small Industrials Index; and The fair value of the EPS element of the shares is the market value at grant date. The Monte Carlo Model is used to fair value the TSR element. The Model simulates AVJennings’ TSR and compares it against the ASX Small Industrials Retail Index. The Model takes into account historic dividends, share price volatilities and the risk-free yield on an Australian Government Bond at the grant date matching the remaining effective life of 3 years. • Earnings Per Share (EPS) growth. AVJennings’ EPS Please refer to note 2(r), note 28(b) and note 35(b). (e) Loans to Key Management Personnel There are currently no outstanding loans receivable from Key Management Personnel. No loans were made to Key Management Personnel during the year. (f) Other Transactions with Key Management Personnel Purchases: During the year, a townhouse was sold to Mr PK Summers for $327,000 (2011:Nil). This was the listed undiscounted selling price and Mr Summers did not have a role in setting the selling price. The purchase was fully paid for and there was no outstanding amount at the end of the financial year. growth for the performance period must meet or exceed the target set. The EPS hurdle for total vesting of the 2011 grant is 10% p.a. growth for the three financial years to 30 September 2013, while that for the 2012 grant is 10% p.a. growth for the three financial years to 30 September 2014. Half of the allocation is assessed against each performance condition. The vesting schedule for the TSR performance condition is set out in the table below. The holder of the shares is entitled to receive all dividends paid between grant and vesting date. AVJennings’ TSR rank against companies in the Index Percentage vesting < median At the median > median but < 75th percentile Nil 50% Pro-rata between 50th and 75th percentiles >=75th percentile 100% 8. AUDITOR’S REMUNERATION Amounts received or due and receivable by Ernst & Young (Australia) for: An audit or review of the 30 June full-year and 31 December interim financial reports of the Entity and other entities in the Consolidated Group - Share of audit or review costs of the financial reports of the Consolidated Entity's joint ventures - Other services in relation to the Entity and any other entities in the Consolidated Group - non-audit related fees Total auditor's remuneration 2012 $ 2011 $ 272,593 232,214 2,215 3,500 12,360 15,000 287,168 250,714 46 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 9. INCOME TAX Income tax expense/(credit) The major components of income tax expense/(credit) are: Current income tax Current income tax charge Adjustment for prior periods Deferred income tax Current year temporary differences Adjustment for prior periods Note 2012 $’000 2011 $’000 196 (710) (16,450) 838 3,522 117 2,000 (9) Income tax (credit) / expense reported in the Consolidated Statement of Comprehensive Income (16,126) 5,630 Numerical reconciliation between aggregate tax expense recognised in Consolidated Statement of Comprehensive Income and tax expense calculated per the statutory income tax rate: Accounting profit/(loss) before income tax from continuing operations Loss before income tax from discontinued operations 10 Total accounting profit/(loss) before income tax Tax at Australian income tax rate of 30% (2011 - 30%) Adjustment for prior periods Equity accounted share of Joint Venture profits Other non-deductible items and variations Aggregate income tax (credit) / expense Aggregate income tax (credit) / expense is attributable to: Continuing operations Discontinued operations Tax losses The Consolidated Entity has capital tax losses of $196,956 (2011: $196,956) for which no deferred tax asset has been recognised. These are available indefinitely for offset against future capital gains subject to satisfaction of the relevant statutory tests. Tax consolidation AVJennings Limited and its wholly-owned resident entities have formed a tax consolidated group with effect from 1 July 2002 and are therefore taxed as a single entity from that date. The accounting policy in relation to tax consolidation is set out in note 2(u). The Head Entity, AVJennings Limited, has entered into an agreement with its wholly-owned subsidiary, AVJennings Properties Limited, under which AVJennings Properties Limited will account for the current and deferred tax amounts of the controlled entities in the Tax Consolidated Group. The Group has applied the group allocation approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the Tax Consolidated Group. Nature of tax funding arrangements and tax sharing agreements Entities within the Tax Consolidated Group have entered into a tax funding arrangement and a tax sharing agreement with the Head Entity. Under the terms of the Tax Funding (45,954) - (45,954) (13,787) 128 (1,603) (864) 19,943 (1,420) 18,523 5,557 108 (520) 485 (16,126) 5,630 (16,126) - (16,126) 5,343 287 5,630 Arrangement, each of the entities in the Tax Consolidated Group has agreed to pay or receive a tax equivalent payment to, or from, the Head Entity, based on the current tax liability or current tax asset of the entity. Such amounts are reflected in amounts receivable from, or payable to, other entities in the Tax Consolidated Group. The Tax Sharing Agreement entered into between members of the Tax Consolidated Group provides for the determination of the allocation of income tax liabilities between the entities should the Head Entity default on its tax payment obligations or if an entity should leave the Tax Consolidated Group. The effect of the Tax Sharing Agreement is that each member’s liability for tax payable by the Tax Consolidated Group is limited to the amount payable to the Head Entity under the Tax Funding Arrangement. Taxation of financial arrangements (TOFA) Legislation is in place which changes the tax treatment of financial arrangements including the tax treatment of hedging transactions. The Consolidated Entity has assessed the potential impact of these changes on its tax position. No impact has been recognised and no adjustments have been made to the deferred tax and income tax balances at 30 June 2012 (2011: $Nil). AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 47 notes to the consoliDateD financial statements For the year ended 30 June 2012 10. DISCONTINUED OPERATIONS Comparatives for the year ended 30 June 2011 include results of the Contract Building Division which was discontinued on 31 July 2010. 11. DIVIDENDS Dividends paid and recognised 2010 final of 1.5 cents per fully paid share, paid 30 September 2010. Fully franked @ 30% tax. 2011 interim of 1.0 cent per fully paid share, paid 18 April 2011. Fully franked @ 30% tax. 2011 final dividend of 1.5 cents per fully paid share, paid 19 October 2011. Fully franked @ 30% tax. 2012 interim dividend of 0.5 cents per fully paid share, paid 11 April 2012. Fully franked @ 30% tax. Total dividends paid Dividends proposed 2012 $’000 2011 $’000 - - 4,119 1,373 5,492 4,119 2,746 - - 6,865 2011 final dividend of 1.5 cents per fully paid share, paid 19 October 2011. Fully franked @ 30% tax Total dividends proposed - - 4,119 4,119 The Company’s Dividend Reinvestment Plan remains suspended. Franking credit balance Franking credits available for subsequent financial years based on a tax rate of 30% 21,333 23,880 The above amounts represent the balance of the franking account as at the reporting date, adjusted for franking credits that will arise from the payment of the amount of the provision for income tax. 48 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 12. EARNINGS PER SHARE (a) Earnings used in calculating earnings per share For basic earnings per share: Net profit/(loss) from continuing operations attributable to ordinary equity holders of the parent Loss attributable to discontinued operations Net profit/(loss) attributable to equity holders of the parent For diluted earnings per share: Net profit/(loss) from continuing operations attributable to ordinary equity holders of the parent (from basic EPS) Tax effected share-based payment expense - liability component Net profit/(loss) from continuing operations attributable to ordinary equity holders adjusted for the effect of future share-based payment expense Loss attributable to discontinued operations Net profit/(loss) attributable to equity holders of the parent (b) Weighted average number of shares used as denominator Weighted average number of ordinary shares (excluding treasury shares) for basic earnings per share Effect of dilution: Treasury shares 2012 $’000 2011 $’000 (29,828) - 14,600 (1,707) (29,828) 12,893 (29,828) 14,600 (470) (336) (30,298) - 14,264 (1,707) (30,298) 12,557 2012 Number 2011 Number 271,517,507 272,879,908 3,071,187 1,708,786 Weighted average number of ordinary shares for diluted earnings per share 274,588,694 274,588,694 There have been no transactions involving ordinary shares that would significantly change the number of ordinary shares outstanding between the reporting date and the date of completion of these Consolidated Financial Statements. 13. CASH AND CASH EQUIVALENTS Reconciliation to Consolidated Statement of Cash Flows For the purposes of Consolidated Statement of Cash Flows, cash and cash equivalents comprise the following at 30 June: Cash at bank and in hand 4,560 12,260 2012 $’000 2011 $’000 notes to the consoliDateD financial statements For the year ended 30 June 2012 14. TRADE AND OTHER RECEIVABLES AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 49 Current Amounts due under construction contracts and trade receivables Related parties receivables Funds held in solicitors trust accounts Other receivables Allowance for impairment of other receivables 2012 $’000 6,109 3,299 21,896 4,228 (10) 2011 $’000 5,046 6,014 - 6,177 (78) Total current trade and other receivables 35,522 17,159 (a) Allowance for impairment loss An impairment loss of $10,000 (2011: Nil) has been recognised by the Consolidated Entity in the current year. At 30 June, the ageing analysis of trade receivables is a follows: Number of days outstanding Total $’000 0-30 31-60 $’000 $’000 6,109 6,010 5,046 3,949 - 96 61-90 PDNI* $’000 - 132 + 91 PDNI* $’000 89 869 + 91 CI# $’000 10 - 2012 2011 * Past due not impaired (PDNI) # Considered impaired (CI) With regards to receivables past due not impaired (PDNI), the relevant debtors have been directly contacted and the Consolidated Entity is satisfied that payment will be received in full. Movements in provision for impairment of trade and other receivables At the beginning of the year Amounts recovered during the year Amounts provided for during the year At the end of the year (b) Related party receivables 2012 $’000 78 (78) 10 10 2011 $’000 168 (90) - 78 For terms and conditions relating to related party receivables, refer to note 34 (i). (c) Other receivables Other receivables generally arise from transactions outside the usual operating activities of the Consolidated Entity. These receivables are not past due or impaired. (d) Fair value and credit risk Due to the short-term nature of these receivables, their carrying value is assumed to approximate their fair value. The maximum exposure to credit risk is the fair value of receivables. Collateral is not held as security, nor is it the Consolidated Entity’s policy to transfer (on-sell) receivables to special purpose entities. 50 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 15. INVENTORIES Current Home Improvements Work-in-progress on contracts Cost plus attributable profits Less: progress billings Total work-in-progress/(excess progress billings on contracts) Land, Housing and Apartments Developments Broadacres Land to be subdivided - at cost Borrowing and holding costs capitalised Provision for loss on inventories Total broadacres Work-in-progress Land subdivided or in the course of being subdivided - at cost Development costs capitalised Houses and apartments under construction - at cost Borrowing and holding costs capitalised Provision for loss on inventories Total work-in-progress Completed inventory Completed houses and apartments - at cost Completed residential land lots - at cost Borrowing and holding costs capitalised Provision for loss on inventories Total completed inventory Total current inventories Note 2012 $’000 2011 $’000 9,860 (9,791) 69 16,284 4,240 (1,238) 19,286 7,975 8,317 2,914 3,386 (1,662) 7,677 (8,683) (1,006) 3,458 1,347 - 4,805 34,617 26,688 18,181 11,929 - 20,930 91,415 16,369 18,086 1,738 (2,606) 23,642 10,902 1,473 - 33,587 36,017 73,872 131,231 15(a) 15(a) 15(a) notes to the consoliDateD financial statements For the year ended 30 June 2012 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 51 15. INVENTORIES (continued) Non-current Land, Housing and Apartments Developments Broadacres Land to be subdivided - at cost Borrowing and holding costs capitalised Provision for loss on inventories Total broadacres Work-in-progress Land subdivided or in the course of being subdivided - at cost Development costs capitalised Borrowing and holding costs capitalised Provision for loss on inventories Total work-in-progress Completed inventory Completed houses and apartments - at cost Completed residential land lots - at cost Borrowing and holding costs capitalised Provision for loss on inventories Total completed inventory Total non-current inventories Total inventories Note 2012 $’000 2011 $’000 15(a) 15(a) 15(a) 181,617 33,577 (23,621) 117,444 29,126 - 191,573 146,570 103,691 43,964 26,157 (18,940) 90,797 22,862 19,922 - 154,872 133,581 - 6,873 388 (554) 6,707 1,483 3,608 388 - 5,479 353,152 285,630 427,024 416,861 (a) (b) (c) Borrowing costs are recognised as part of the carrying amount of the qualifying asset. Borrowing costs include interest, fees and costs associated with interest rate derivatives. These costs have been capitalised at a weighted average rate of 10.73% (2011: 13.96%). Inventory with a book value of $102,230,000 (2011: $87,772,000) had been pledged as security for project specific borrowings (refer to note 24(b)). The Consolidated Entity’s remaining inventory has been pledged as security for the main banking facility (refer to note 24(a)). Write-downs of inventories to net realisable value recognised as an expense during the year ended 30 June 2012 amounted to $48,621,000 (2011: $Nil). The expense has been disclosed as a separate item on the Consolidated Statement of Comprehensive Income. Movements in provision for loss on inventories At the beginning of the year Provisions created At the end of the year 2012 $’000 - 48,621 48,621 2011 $’000 - - - 52 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 16. OTHER CURRENT ASSETS Prepayments Deposits Total other current assets 2012 $’000 1,985 127 2011 $’000 1,182 118 2,112 1,300 17. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD Investment in Associate - unincorporated Interest in Joint Venture Entities - unlisted Note 17(a) 17(b) 2012 $’000 499 23,908 2011 $’000 1,484 39,647 Total equity accounted investments 24,407 41,131 Investments in Associates are accounted for in accordance with the policy outlined in note 2(f) while Joint Venture Entities are accounted for in accordance with note 2(e). (a) Investment in Associate The Consolidated Entity has significant influence over the Associate because it is represented on the project governing body and its employees provide essential technical knowledge to the project. The Associate is an unincorporated partnership which trades in Australia. It has a 30 June year-end and its principal activity is the development and sale of residential lots. Investment details Associate name and principal activity Epping JV - Land Development Movements in carrying amount At the beginning of year Distribution received Share of net profit At the end of year Interest held 2012 2011 10% 2012 $’000 1,484 (1,380) 395 499 10% 2011 $’000 1,614 (370) 240 1,484 Summarised financial information of the Associate The Consolidated Entity’s share of the results of the Associate and its aggregated assets and liabilities are as follows: Assets Liabilities Revenues Profit 2012 $’000 557 119 1,153 395 2011 $’000 1,624 140 1,677 240 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 53 notes to the consoliDateD financial statements For the year ended 30 June 2012 17. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (continued) (a) Investment in Associate (continued) Impairment The Consolidated Entity’s investment in the Associate was not impaired at any time during the year. Share of Associate’s commitments and contingent liabilities The Associate’s commitments and contingent liabilities have been entered into on a non-recourse basis and therefore the Consolidated Entity has no exposure to the Associate’s commitments and contingent liabilities as at the date of this Report. The share of contingent liabilities in respect to certain performance guarantees granted by the Associate in the normal course of business to unrelated parties, at 30 June 2012, amounted to $58,000 (2011: $164,000). (b) Interest in Joint Venture Entities Investment details Joint Venture Entity and principal activities Meridan Plains - Land Development and Building Construction(1) Eastwood - Land Development and Building Construction Sydney Olympic Park - Commercial Development and Construction Woodville - Land Development and Building Construction Arlington Rise - Land Development and Building Construction(2) Movements in carrying amount At the beginning of year Contributions made Distributions received Dividends received Share of net profit AVJennings' acqusition of joint venture assets Write-down of investment(3) At the end of year Interest held 2012 2011 - 50% 50% 50% - 2012 $’000 39,647 1,361 - - 5,364 (21,153) (1,311) 50% 50% 50% 50% 45% 2011 $’000 39,654 3,594 (4,140) (1,000) 1,539 - - 23,908 39,647 (1) (2) (3) On 30 September 2011, the Consolidated Entity purchased the equity held by the joint venture partner in Meridan Plains (also referred to as Creekwood). Meridan Plains does not constitute a business and has been accounted for as an asset acquisition. Creekwood Developments Pty Limited is now a fully owned subsidiary. On 27 March 2012, the Consolidated Entity purchased the equity held by the joint venture partner in Arlington Rise. Arlington Rise does not constitute a business and has been accounted for as an asset acquisition. Write-down of investment to net realisable value recognised as an expense during the year ended 30 June 2012 amounted to $1,311,000 (2011: $Nil). The expense has been disclosed as a separate item on the Consolidated Statement of Comprehensive Income. 54 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 17. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (continued) (b) Interest in Joint Venture Entities (continued) The Consolidated Entity’s share of the Joint Venture Entities’ assets (including goodwill), liabilities, revenue and expenses are as follows: Share of assets and liabilities Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Share of revenue, expenses and results Revenues Expenses Profit before tax Tax Profit after tax 18. PARENT ENTITY FINANCIAL INFORMATION (a) Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Balance Sheet Current assets Total assets Current liabilities Total liabilities Shareholders’ equity Issued capital Reserves Share-based payment reserve Retained earnings Contributed equity Profit for the year Total comprehensive income (b) Guarantees entered into by the parent entity The parent entity has not provided any financial guarantees. (c) Contingent liabilities of the parent entity The parent entity did not have any contingent liabilities as at 30 June 2012 (2011: Nil). 2012 $’000 19,883 16,707 36,590 7,194 5,488 12,682 2011 $’000 39,511 31,174 70,685 12,970 18,068 31,038 23,908 39,647 18,785 (12,231) 6,554 (1,190) 5,364 30,014 (28,032) 1,982 (443) 1,539 2012 $’000 31,382 194,728 19,545 19,545 2011 $’000 31,382 194,668 19,118 19,118 121,096 121,835 687 53,400 175,183 8 8 323 53,392 175,550 135 135 notes to the consoliDateD financial statements For the year ended 30 June 2012 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 55 19. CONTROLLED ENTITIES (a) Investment in controlled entities The following economic entities are the controlled entities of AVJennings Limited: ECONOMIC ENTITY (1) 2012 2011 2012 2011 % Equity Interest Included in Banking Cross Deed of Covenant (2) Entities included in the Closed Group A.V. Jennings Real Estate Pty Limited AVJennings Real Estate (VIC) Pty Limited AVJennings Holdings Limited(3) AVJennings Properties Limited(3) Jennings Sinnamon Park Pty Limited Long Corporation Limited(3) Orlit Pty Limited(3) Sundell Pty Limited(3) AVJennings Housing Pty Limited(3) AVJennings Home Improvements S.A. Pty Limited(3) AVJennings Mackay Pty Limited(3) Entities excluded from the Closed Group Crebb No 12 Pty Limited Dunby Pty Limited Epping Developments Limited Montpellier Gardens Pty Limited Sirda Pty Limited AVJ ODP Pty Limited AVJennings (Cammeray) Pty Limited AVJennings Syndicate No 2 Limited AVJennings Syndicate No 3 Limited AVJennings Syndicate No 4 Limited AVJennings Officer Syndicate Limited AVJennings Properties SPV No 1 Pty Limited AVJennings Properties SPV No 2 Pty Limited AVJennings Properties SPV No 3 Pty Limited AVJennings Properties SPV No 4 Pty Limited AVJennings Wollert Pty Limited AVJ Erskineville Pty Limited AVJ Hobsonville Pty Limited AVJ SPV No 8 Pty Limited AVJennings Properties SPV No 9 Pty Limited AVJennings SPV No 10 Pty Limited AVJennings Properties SPV No 11 Pty Limited AVJennings Properties SPV No 15 Pty Limited Creekwood Developments Pty Limited(4) Portarlington Nominees Pty Limited(4) 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 50 50 No No Yes Yes No Yes Yes Yes Yes Yes Yes Yes Yes No Yes No No No No No Yes Yes No No No No No No Yes No No No No No Yes No No No Yes Yes No Yes Yes Yes Yes Yes Yes Yes Yes No Yes No No No No No Yes Yes No No No No No No Yes No No No No No No No (1) (2) (3) (4) All entities are incorporated in Australia. With the exception of AVJ Hobsonville Pty Limited, which has a branch in New Zealand, all entities operate within Australia. These entities, including AVJennings Limited, are included under the Banking Cross Deed of Covenant referred to in note 24(a). These entities, including AVJennings Limited, are included in the Deed of Indemnity for Contract performance bond facility referred to in note 24(c). Creekwood Developments Pty Limited and Portarlington Nominees Pty Limited became wholly owned subsidiaries on 30 September 2011 and 27 March 2012 respectively. 56 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 19. CONTROLLED ENTITIES (continued) (b) Ultimate parent AVJennings Limited is the ultimate Australian parent entity. SC Global Developments Limited is the ultimate parent entity. (c) Deeds of cross guarantee Certain entities within the Group are parties to deeds of cross guarantee under which each controlled entity guarantees the debts of the others. By entering into these deeds, the controlled entities are relieved from the requirement to prepare Financial Statements and Directors’ Reports under Class Order 98/1418 (as amended by Class Orders 98/2017, 00/321, 01/1087, 02/248, 02/1017, 04/663, 04/682, 04/1624, 05/542, 06/51, 08/11, 08/255, 08/618 and 09/626) issued by the Australian Securities and Investments Commission (ASIC). Those entities included in the Closed Group are listed in note 19(a). These entities represent a “Closed Group” for the purposes of the Class Order, and as there are no other parties to the deeds of cross guarantee that are controlled by AVJennings Limited, they also represent the “Extended Closed Group”. (d) Class order closed group Certain controlled entities were granted relief by ASIC (under provisions of Class Orders) from the requirement to prepare separate audited financial statements, where deeds of indemnity have been entered into between the Parent Entity and the Controlled Entities to meet their liabilities as required (refer to note 19(c)). The Extended Closed Group referred to in the Directors’ Declaration therefore comprises all of the entities within the Class Order. Certain entities falling outside of the Extended Closed Group are listed in note 19(a), and are therefore required to prepare separate annual financial statements. The Consolidated Statement of Comprehensive Income for those controlled entities which are party to the deed is as follows: Continuing operations Revenues Cost of sales Other expenses Profit/(loss) from continuing operations before income tax Income tax Closed Group 2012 $’000 108,054 (89,386) (78,199) (59,531) 16,620 2011 $’000 97,331 (56,139) (34,684) 6,508 (5,221) Profit/(loss) from continuing operations after income tax (42,911) 1,287 Discontinued operations Loss from discontinued operations after income tax Loss for the year - (1,707) (42,911) (420) AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 57 notes to the consoliDateD financial statements For the year ended 30 June 2012 19. CONTROLLED ENTITIES (continued) (d) Class order closed group (continued) The Consolidated Statement of Financial Position for those controlled entities which are party to the deed is as follows: CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Tax receivable Other current assets Total current assets NON-CURRENT ASSETS Inventories Property, plant and equipment Intangible assets Total non-current assets Total assets CURRENT LIABILITIES Derivative financial instruments Interest-bearing loans and borrowings Tax payable Short-term provisions Total current liabilities NON-CURRENT LIABILITIES Trade and other payables Interest-bearing loans and borrowings Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets EQUITY Equity attributable to equity holders of the parent Contributed equity Reserves Retained earnings Total equity 2012 $’000 3,162 110,348 46,347 669 1,977 2011 $’000 11,017 60,850 79,494 - 1,143 162,503 152,504 210,247 236,947 1,174 2,816 1,090 2,816 214,237 240,853 376,740 393,357 187 - - 3,667 68 50,029 3,540 3,235 3,854 56,872 37,692 103,000 4,442 641 43,401 - 19,341 694 145,775 63,436 149,629 120,308 227,111 273,049 121,096 121,835 687 323 105,329 150,891 227,112 273,049 58 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 19. CONTROLLED ENTITIES (continued) (d) Class order closed group (continued) The Consolidated Statement of Changes in Equity for those controlled entities which are party to the deed is as follows: At beginning of the year Changes in equity due to members entering/exiting the closed group Loss for the year Total income and expenses for the year Equity transactions - Treasury shares acquired - Share-based payment reserve - Dividends paid to equity holders of parent 2012 $’000 2011 $’000 273,049 280,190 2,841 (42,911) (40,070) (739) 364 (5,492) (45,937) 645 (420) 225 (743) 242 (6,865) (7,141) At end of the year 227,112 273,049 20. INTEREST IN JOINT VENTURE OPERATIONS A number of controlled entities have entered into joint venture operations. Information relating to the Joint Ventures is set out below: Joint Venture name and principal activities Cammeray Joint Venture - Apartments Development Cheltenham Joint Venture - Land Development and Building Construction Hobsonville Joint Venture - Land Development INTEREST IN OUTPUT 2012 $’000 50% 50% 50% 2011 $’000 50% 50% 50% The Consolidated Entity’s interest in the profits and losses of the Joint Venture Operations are included in the Consolidated Statement of Comprehensive Income, in accordance with the accounting policy described in note 2(e), under the following classifications: Revenues Cost of sales Other expenses Profit before income tax Income tax expense Net profit for the year 2012 $’000 12,549 (10,358) (1,641) 550 (165) 385 2011 $’000 10,364 (8,783) (803) 778 (233) 545 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 59 notes to the consoliDateD financial statements For the year ended 30 June 2012 20. INTEREST IN JOINT VENTURE OPERATIONS (continued) The Consolidated Entity’s interest in the assets and liabilities of Joint Venture Operations are included in the Consolidated Statement of Financial Position, in accordance with the policy described in note 2(e), under the following classifications: CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Other current assets Total current assets NON-CURRENT ASSETS Inventories Total non-current assets Total assets CURRENT LIABILITIES Trade and other payables Total current liabilities NON-CURRENT LIABILITIES Trade and other payables Interest-bearing borrowings Total non-current liabilities Total liabilities Net assets 21. PROPERTY, PLANT AND EQUIPMENT Leasehold improvements At cost Less: accumulated depreciation Total leasehold improvements Plant, equipment and motor vehicles At cost Less: accumulated depreciation Total plant and equipment Motor vehicles under finance lease At cost Less: accumulated amortisation Total motor vehicles under finance lease 2012 $’000 534 5,878 4,612 10 2011 $’000 129 831 948 6 11,034 1,914 39,569 39,651 39,569 39,651 50,603 41,565 4,984 4,984 127 127 9,578 7,287 11,811 744 16,865 12,555 21,849 12,682 28,754 28,883 2012 $’000 378 (307) 71 7,966 (6,863) 1,103 - - - 2011 $’000 789 (587) 202 8,222 (7,366) 856 45 (16) 29 Total property, plant and equipment 1,174 1,087 60 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 21. PROPERTY, PLANT AND EQUIPMENT (continued) Reconciliations Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the year are set out below: For the year ended 30 June 2011 Note Carrying amount at 1 July 2010 Additions Disposals Depreciation/amortisation charge Carrying amount at 30 June 2011 For the year ended 30 June 2012 Carrying amount at 1 July 2011 Additions Disposals Depreciation/amortisation charge 5 5 Plant, equipment and motor vehicles $’000 Leasehold improvements $’000 474 21 (192) (101) 202 202 38 (121) (48) 1,180 636 (635) (325) 856 856 603 (51) (305) Carrying amount at 30 June 2012 71 1,103 22. INTANGIBLE ASSETS Brand name at cost Less: accumulated amortisation Total intangible assets Leased motor vehicles $’000 212 - (123) (60) Total $’000 1,866 657 (950) (486) 29 1,087 29 - (29) - - 1,087 641 (201) (353) 1,174 2012 $’000 9,868 (7,052) 2011 $’000 9,868 (7,052) 2,816 2,816 The intangible asset relates to the value of the “AVJennings” brand name which was acquired as part of a business combination in 1995. On recognition, the asset was determined to have a finite life of 20 years and has since been amortised over the expected useful life. In accordance with the accounting policy discussed in note 2(j), the amortisation period and the amortisation method for an intangible asset are reviewed at least each financial year-end. A review carried out at 31 December 2009 determined that the brand name has indefinite useful life. This change in accounting estimate has been applied prospectively with amortisation ceasing as of 31 December 2009. The brand name is tested for impairment annually, or more frequently if there are indicators of impairment. At 30 June 2012, there were no indicators of impairment. notes to the consoliDateD financial statements For the year ended 30 June 2012 23. TRADE AND OTHER PAYABLES AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 61 Current Secured Land creditors Unsecured Land creditors Trade creditors Related party payables Other creditors and accruals 2012 $’000 2011 $’000 5,600 5,300 25,196 9,239 2,450 4,461 41,346 23,235 10,380 2,300 7,270 43,185 Total current payables 46,946 48,485 Non-Current Secured Land creditors Unsecured Land creditors Total non-current payables Land creditors - 5,600 47,520 37,800 47,520 43,400 The amounts due to secured land creditors are secured over the title to properties acquired by way of either mortgage back or bank guarantee in favour of the land vendor. These security arrangements remain in place until final settlement of the amounts due to the land vendor. Titles for the unsecured land creditors only transfer to the Consolidated Entity on full payment of the amount outstanding or upon provision of some other security. Related party payables For terms and conditions relating to related party payables, refer to note 34(i). Fair value Due to the short-term nature of current payables, their carrying amount is assumed to approximate their fair value. Non-current land creditors have been discounted using a rate of 9.54% (2011: 6.25%). 24. INTEREST-BEARING LOANS AND BORROWINGS Current Secured Bank loans Unsecured Lease liabilities Note 2012 $’000 2011 $’000 1,100 62,500 31(b) - 29 Total current interest-bearing liabilities 1,100 62,529 Non-current Secured Bank loans Total non-current interest-bearing liabilities 123,137 123,137 6,619 6,619 62 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 24. INTEREST- BEARING LOANS AND BORROWINGS (continued) Financing arrangements The Consolidated Entity has access to the following lines of credit: 30 June 2012 Main banking facilities - bank overdraft - bank loans - performance bonds and other non-cash facilities (1) Project funding - bank loans - performance bonds and other non-cash facilities Available $’000 Utilised $’000 Unutilised $’000 5,000 134,000 33,600 - 103,000 11,334 5,000 31,000 22,266 172,600 114,334 58,266 Note 24(a) 24(b) 24,078 23,500 47,578 21,237 17,775 39,012 2,841 5,725 8,566 5,576 1,200 14,381 5,831 20,212 8,861 1,171 Contract performance bond facility 24(c) - performance bonds Leasing facilities 10,000 4,424 24(d) 1,200 - (1) At 30 June 2012 these facilities are interchangeable up to $5 million (2011: $5 million) between the bank loans and performance bonds / other non-cash facilities. 30 June 2011 Main banking facilities - bank overdraft - bank loans - performance bonds and other non-cash facilities Project funding - bank loans - performance bonds and other non-cash facilities 24(a) 24(b) 2,200 137,800 31,000 - 50,000 16,298 2,200 87,800 14,702 171,000 66,298 104,702 33,500 23,500 57,000 19,119 17,669 36,788 Contract performance bond facility 24(c) - performance bonds Leasing facilities Significant terms and conditions (a) Main banking facilities 10,000 1,139 24(d) 1,200 29 The main banking facilities are secured by a fixed and floating charge over all the assets and undertakings of the entities within the Consolidated Entity, other than those assets pledged as security for project funding (see note 24(b)), and those assets pledged as security for properties acquired as detailed in note 23 (secured land creditors). The Parent Entity has entered into a cross deed of covenant with various controlled entities to guarantee obligations of those entities in relation to the main banking facilities. Details of entities included in the cross deed of covenant are set out in note 19. There is no overdraft utilisation at year- end and the current interest rates on the bank loans range from 5.09% to 5.97% (2011: 6.88% to 7.07%). The Consolidated Entity’s main banking facilities mature on 30 September 2013. These facilities are secured by a fixed and floating charge over all the assets and undertakings of the entities within the Consolidated Entity as mentioned above, and by first registered mortgages over various real estate inventories other than those assets pledged as security for project funding (see note 24(b)) and secured land creditors (see note 23). AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 63 notes to the consoliDateD financial statements For the year ended 30 June 2012 24. INTEREST-BEARING LOANS AND BORROWINGS (continued) (b) Project funding Project funding facilities are secured by: • • • fixed and floating charge over all assets and undertakings of the entity involved in the relevant project, namely, AVJennings Wollert Pty Limited; first registered mortgage over the real estate inventories of the entity involved in the relevant project, namely, AVJennings Wollert Pty Limited; fixed and floating charge over the assets and undertakings of a related company involved in the relevant project, namely, St Clair JV Nominee Pty Limited; • deed of mortgage over the shares held by the relevant entity, namely, AVJennings Properties SPV No 4 Pty Limited, • • • in a related company, namely, St Clair JV Nominee Pty Limited; fixed and floating charge over the assets and undertakings, including project rights, of a relevant entity, namely, AVJennings Properties SPV No 4 Pty Limited; fixed and floating charge over the assets of the entity involved in the relevant project, namely, Portarlington Nominees Pty Limited; and first registered mortgage over certain real estate inventories of the entity involved in the relevant project, namely, Portarlington Nominees Pty Limited. At 30 June 2012 the facilities shown are interchangeable up to $5,000,000 (2011: $5,000,000) between the bank loans and performance bonds/other non-cash facilities. The lines of credit shown are maximum limits which are available progressively as projects are developed. The expiry dates for the facilities are between February 2014 and May 2015. Individual projects are expected to be completed and the outstanding amounts repaid or refinanced prior to expiry of each facility. As at 30 June 2012, the balance outstanding on these facilities was $21,237,000 (2011: $19,119,000). The carrying amounts of the pledged assets are as follows: Wollert, Victoria Cheltenham, South Australia Arlington Rise, Victoria 2012 $’000 45,492 50,422 16,431 2011 $’000 47,211 41,509 - The weighted average interest rate on the project funding loans at the year-end was 4.40% (2011: 6.07%). (c) Contract performance bond facility The Consolidated Entity has entered into a Contract performance bond facility of $10,000,000 (2011: $10,000,000). The Contract performance bond facility is subject to review annually. Subsequent to the year end, this facility has been extended to 30 September 2013. The Contract performance bond facility is secured by a Deed of Indemnity between the Parent Entity and various controlled entities. Details of the controlled entities, included in the Deed of Indemnity are set out in note 19. (d) Leasing facilities No separate security has been provided by the Consolidated Entity in relation to lease liabilities. The rights to the leased assets revert to the lessor in the event of default. The facility matures on 30 September 2013. 64 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 24. INTEREST-BEARING LOANS AND BORROWINGS (continued) (e) Interest rate hedge instruments The Consolidated Entity manages the cash flow effect of interest rate risk by entering into interest rate cap and interest rate swap contracts. Interest rate cap contracts are entered into for a principal Australian Dollar amount by paying an upfront premium that covers a specific period. The strike rates for these contracts are benchmarked against the BBSY bid rate (Australian Bank Bill Swap Reference Rate - Average Bid Rate) on a quarterly basis. Settlement occurs quarterly, in favour of the Consolidated Entity, should the BBSY bid rate be above the cap strike rate (movements in the variable rate are directly proportional to movements in the BBSY bid rate). Under the interest rate swaps, at the end of every quarter, the Consolidated Entity and the counterparty agree to exchange the difference between the interest calculated by applying the fixed contract rates and that calculated by applying the BBSY bid rate to the principal Australian Dollar amounts. Details of interest rate derivative contracts are as follows: Expiry Date 14 January 2013 14 January 2013 14 January 2013 14 January 2013 Strike Rate % 5.35 5.39 - - Fixed Rate % - - 5.35 5.39 Type of derivative Interest rate cap Interest rate cap Interest rate swap Interest rate swap 25. TAX PAYABLE Income tax payable 26. DEFERRED TAX LIABILITIES The provision for deferred income tax is made up as follows: - capitalisation of development costs - prepayments, accruals/provisions and investments - brand name - unrealised loss on interest derivatives - provisions for assets impairments - tax loss carried forward Deferred tax liabilities Reconciliations Principal Amount 2012 $’000 7,500 7,500 7,500 7,500 2012 $’000 - 2012 $’000 21,078 1,413 845 (44) (14,979) (2,375) 2011 $’000 7,500 7,500 7,500 7,500 2011 $’000 3,540 2011 $’000 19,542 (850) 845 (21) - - 5,938 19,516 Reconciliations of the carrying amount of the deferred tax liability at the beginning and end of the year are set out below: Carrying amount at beginning of year Arising temporary differences Carrying amount at end of year Tax losses 2012 $’000 19,516 (13,578) 2011 $’000 17,398 2,118 5,938 19,516 The Consolidated Entity has capital tax losses of $196,956 (2011: $196,956) which are available indefinitely for offset against future capital gains subject to satisfaction of the relevant statutory tests. notes to the consoliDateD financial statements For the year ended 30 June 2012 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 65 27. PROVISIONS Current Employee benefits Other Total current provisions Non-current Employee benefits Total non-current provisions 28. CONTRIBUTED EQUITY Ordinary shares Treasury shares Share capital 2012 $’000 2,911 756 2011 $’000 2,739 496 3,667 3,235 641 641 694 694 Note 28(a) 28(b) 2012 Number 2011 Number 2012 $’000 274,588,694 274,588,694 122,837 (3,071,187) (1,708,786) (1,741) 2011 $’000 122,837 (1,002) 121,096 121,835 (a) Movement in ordinary share capital Number Number $’000 As at the beginning of the year 274,588,694 274,588,694 122,837 $’000 122,837 As at the end of the year 274,588,694 274,588,694 122,837 122,837 Fully paid ordinary shares carry one vote per share and carry the right to dividends. There are currently no unexercised or outstanding options. No options were exercised during the year. (b) Movement in treasury shares As at the beginning of the year Acquisition of shares by AVJ Deferred Employee Share Plan Trust Employee share scheme issue Number (1,708,786) Number (666,667) $’000 (1,002) (1,695,735) (1,375,452) 333,334 333,333 (1,362,401) (1,042,119) (739) - (739) $’000 (259) (743) - (743) As at the end of the year (3,071,187) (1,708,786) (1,741) (1,002) Treasury shares are shares in AVJennings Limited that are held by the AVJ Deferred Employee Share Plan Trust for the purpose of issuing shares to Executives via the AVJ Deferred Employee Share Plan. The original cost of the shares is treated as a reduction in share capital and the underlying shares identified separately as treasury shares. 66 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 28. CONTRIBUTED EQUITY (continued) (c) Capital Risk Management When managing capital, management’s objective is to ensure that the Consolidated Entity continues as a going concern. Management also aims to maintain an optimal capital structure that reduces the cost of capital. In order to maintain or adjust the capital structure, management may change the amount of dividends paid to shareholders, offer a dividend reinvestment plan, return capital to shareholders, issue new shares or sell assets to reduce debt. During the year ended 30 June 2012, a total dividend of $5,492,000 was paid (2011: $6,865,000). Management monitors the capital mix through the debt to equity ratio (net debt/total equity) and the debt to total assets ratio (net debt/total assets). Based on continuing operations of the Consolidated Entity, these ratios are as follows: Interest-bearing loans and borrowings* Less: cash and cash equivalents Net debt Total equity Total assets Net debt to equity ratio Net debt to total assets ratio * Excludes leased liabilities amounting to $Nil (2011: $29,000). 2012 $’000 124,237 (4,560) 119,677 2011 $’000 69,119 (12,260) 56,859 268,993 304,528 498,129 492,614 44.5% 24.0% 18.7% 11.5% AVJennings Limited has complied with the financial covenants of its borrowing facilities during the 2012 and 2011 reporting periods. 29. RESERVES AND RETAINED EARNINGS (a) Reserves Foreign Currency Translation Reserve $’000 Share-based Payment Reserve $’000 - (417) - (417) 160 - (257) 81 - 242 323 - 364 687 Total $’000 81 (417) 242 (94) 160 364 430 At 1 July 2010 Foreign currency translation Share-based payments At 30 June 2011 Foreign currency translation Share-based payments At 30 June 2012 (b) Nature and purpose of reserves Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the Financial Statements of subsidiaries which have functional currency different to the Australian dollar. Refer to note 2(aa). Share-based payment reserve The share-based payment reserve is used to recognise the grant date fair value of shares issued to employees. Refer to notes 2(r) and 7(d) for further details of the plan. notes to the consoliDateD financial statements For the year ended 30 June 2012 AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 67 (c) Retained earnings Movements in retained earnings were as follows: At the beginning of the year Net profit for the year Dividends At the end of the year 30. CASH FLOW STATEMENT RECONCILIATION Reconciliation of net profit/(loss) after tax to net cash flows from operations Net profit/(loss) after tax Adjustments for: Depreciation Amortisation Net loss on disposal of property, plant and equipment Interest income classified as investing cash flow Share of profits of associates and joint venture entities Provision for loss on equity accounted investments Provision for loss on inventories Share-based payments expense Foreign currency reserve movement Fair value adjustment to derivatives Change in operating assets and liabilities: Increase in inventories (Increase)/decrease in trade and other receivables (Increase)/decrease in prepayments and deposits Increase/(decrease) in deferred tax liability Increase/(decrease) in current tax liability Increase in current tax assets Increase in trade and other payables Increase/(decrease) in provisions 2012 $’000 2011 $’000 182,787 (29,828) (5,492) 176,759 12,893 (6,865) 147,467 182,787 2012 $’000 2011 $’000 (29,828) 12,893 353 - 150 (481) (5,759) 1,311 48,621 364 72 119 (58,784) (18,363) (812) (13,578) (3,540) (514) 23,833 378 426 60 15 (907) (1,779) - - 242 - (441) (70,948) 3,288 352 1,990 2,635 - 35,004 (282) Net cash flows used in operating activities (56,458) (17,452) 31. COMMITMENTS (a) Capital commitments Conditional contracts for the acquisition of land which have not yet been recognised in the Consolidated Financial Statements are as follows: Within one year Total expenditure commitments 2012 $’000 - - 2011 $’000 5 5 68 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 31. COMMITMENTS (continued) (b) Finance lease commitments – Consolidated Entity as lessee Finance leases are employed as a means of funding the acquisition of employer provided motor vehicles. Lease payments are generally fixed. Where leases have renewal or purchase options, they are exercisable at market prices. No finance lease arrangements create restrictions on other financing transactions. Future minimum lease payments under finance leases and hire purchase contracts together with the present value of the net minimum lease payments are as follows: Note 2012 $’000 2011 $’000 Finance leases Analysis of finance lease commitments Minimum lease payments Within one year After one year, but not more than five years Total minimum lease payments Less amounts representing finance charges Within one year After one year, but not more than five years Total finance charges Present value of minimum lease payments Present value of lease payments Within one year Total present value of minimum lease payments - - - - - - - - - 30 - 30 (1) - (1) 29 29 29 24 The Consolidated Entity has no finance lease arrangements where the Consolidated Entity is the lessor. (c) Operating lease commitments – Consolidated Entity as lessee Operating leases include property, display homes, computer equipment leases and leases for motor vehicles provided under novated leases. Certain property leases include inflation escalation and market review clauses. No renewal or purchase options exist in relation to operating leases, and no operating leases contain restrictions on financing or other leasing activities. Future minimum rentals payable under non-cancellable operating leases are as follows: Operating leases Commitments in relation to leases contracted for at the reporting date but not recognised as liabilities: Within one year After one year, but not more than five years Total operating leases Represented by: Non-cancellable operating leases Cancellable operating leases Total operating leases 2012 $’000 2011 $’000 1,891 3,524 844 1,082 5,415 1,926 5,271 144 1,926 - 5,415 1,926 notes to the consoliDateD financial statements For the year ended 30 June 2012 32. CONTINGENCIES 34. RELATED PARTY DISCLOSURES AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 69 (a) Ultimate parent AVJennings Limited is the ultimate Australian parent entity. SC Global Developments Limited (incorporated in Singapore) is the ultimate parent entity. (b) Share and share option transactions with Directors and Director-related entities The aggregate number of shares and options held at the reporting date either directly or indirectly or beneficially by the Directors or by an entity related to those Directors of AVJennings Limited are as follows: Owned by Directors directly, or indirectly or beneficially 2012 Number 2011 Number Fully paid ordinary shares 138,975,038 138,641,704 Directors and Director-related entities received normal dividends on these ordinary shares. (c) Entity with significant influence over AVJennings Limited 137,370,023 ordinary shares equating to 50.03% of the total ordinary shares on issue (2011: 137,370,023 and 50.03% respectively) were held by SC Global Developments Limited and its associates in the Parent Entity at 30 June 2012. Certain Directors of SC Global Developments Limited are also Directors of AVJennings Limited. Details of Directors’ interests in the shares of the Parent Entity are set out in the Directors’ Report. (d) Parent Entity amounts receivable from and payable to controlled entities At 30 June 2012, the Parent Entity has not set up any provisions against debts owed by related parties as recoverability is considered probable (2011: $Nil). An impairment assessment is undertaken each financial year- end to determine whether there is objective evidence that a related party receivable is impaired. If evidence of impairment exists, the impairment loss is recognised immediately. Unsecured Cross guarantees The Parent Entity has entered into deeds of cross guarantee in respect of the debts of certain of its controlled entities as described in note 19. Banking facilities The Parent Entity has entered into a cross deed of covenant with various controlled entities to guarantee the obligations of those entities in relation to the banking facilities. Details of these entities are set out in note 19. Contract performance bond facility The Parent Entity has entered into a Deed of Indemnity with various controlled entities to indemnify the obligation of those entities in relation to the Contract performance bond facility. Details of these entities are set out in note 19. Contingent liabilities in respect of certain performance bonds, granted by the Consolidated Entity’s financiers, in the normal course of business as at 30 June 2012, amounted to $4,424,000 (2011: $1,139,000). No liability is expected to arise. Legal issues From time to time a controlled entity defends actions served on it in respect of rectification of building faults and other issues. It is not practicable to estimate the amount, if any, which the entity could be liable for in this respect. The Directors anticipate that the resolution of any such matters currently outstanding will not have a material effect on the Consolidated Entity’s results. Secured Performance guarantees Contingent liabilities in respect of certain performance guarantees, granted by the Consolidated Entity bankers in the normal course of business to unrelated parties, at 30 June 2012, amounted to $13,263,000 (2011:$18,304,000). No liability is expected to arise. Financial guarantees Financial guarantees granted by the Consolidated Entity’s bankers to unrelated parties in the normal course of business at 30 June 2012, amounted to $15,846,000 (2011: $15,663,000). No liability is expected to arise. 33. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE No matter or circumstance has arisen since 30 June 2012 that has significantly affected, or may significantly affect: a) the Consolidated Entity’s operations in future financial years; or b) the results of those operations in future financial years; or c) the Consolidated Entity’s state of affairs in future financial years. 70 | AVJENNINGS LIMITED · ABN 44 004 327 771 notes to the consoliDateD financial statements For the year ended 30 June 2012 34. RELATED PARTY DISCLOSURES (continued) (e) Transactions with related parties Entity with significant influence over the Consolidated Entity: SC Global Developments Limited Consultancy fee paid/payable Reimbursement of sundry expenses Associate: Epping JV Note 2012 $’000 2011 $’000 (i) (ii) 600,000 - 600,000 9,552 Management fee received/receivable 669,246 527,386 Joint Ventures: Meridan Plains Management fee received/receivable Accounting services fee received/receivable Eastwood Management fee received/receivable Accounting services fee received/receivable Arlington Rise 67,915 8,333 419,736 50,000 1,516,363 1,768,632 50,000 50,000 Reversal of over accrued management fee receivable (42,440) 367,440 Cheltenham JV Accounting services fee received/receivable 54,000 - Woodville Licence fees paid to access land Dividends received Accounting services fee received/receivable (i) Consultancy fees paid to SC Global Developments Limited of $600,000 (2011: $600,000). (ii) Overseas airfares reimbursed for HR Hochstadt and B Chin to attend meetings in Australia. - - 54,000 2,274,162 1,000,000 - (f) Joint ventures in which related entities in the Consolidated Entity are venturers Joint ventures in which the Consolidated Entity has an interest are set out in note 17 and note 20. (g) Outstanding balances arising from provision of services The following balances are outstanding at the end of the reporting period in relation to transactions with related parties: Current receivables Joint Ventures (h) Loans from related party Loan received Joint Venture 2012 $’000 2011 $’000 3,299 6,014 2012 $’000 2011 $’000 2,000 2,000 (i) Terms and conditions of transactions with related parties Transactions with related parties are made at arm’s length both at normal market prices and on normal commercial terms. Outstanding balances at year-end are unsecured, interest free, at call and settlement occurs in cash. (j) Transactions with Key Management Personnel Disclosures relating to Key Management Personnel are set out in note 7. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 71 notes to the consoliDateD financial statements For the year ended 30 June 2012 35. SHARE-BASED PAYMENT PLANS (a) Recognised share-based payment expenses Total expenses arising from share-based payment transactions and disclosed as part of employee benefit expenses are shown in the table below: Expense arising from equity-settled share-based payment transactions Total expense arising from share-based payment transactions 2012 $’000 364 364 2011 $’000 242 242 The share-based payment plan is described in note 35(b). There have been no cancellations or modifications to the plan during 2012. (b) Type of share-based payment plan AVJ Deferred Employee Share Plan The AVJ Deferred Employee Share Plan (the LTI Plan) administers employee share schemes under which shares may be purchased on-market by the LTI Plan Trustee on behalf of employees. These shares vest to employees for no cash consideration subject to certain conditions being satisfied. Employees may elect not to participate in the scheme. Shares held by the LTI Plan’s trust and not yet allocated to employees at the end of the reporting period are shown as treasury shares in the Consolidated Financial Statements. Share-based compensation benefits are provided to Executives via the LTI Plan. These equity-settled transactions are measured at fair value at the grant date. The original cost of the shares is treated as a reduction in share capital and the underlying shares identified separately as treasury shares. The fair value of the shares at the grant date is expensed on a straight-line basis over the vesting period with a corresponding increase in share-based payment reserve in equity. Vesting subject to service condition only The Chief Executive Officer was granted 1,000,000 shares on 7 March 2009 which vested in equal proportions on the first, second and third anniversary of his appointment. The vesting dates were 19 February 2010, 19 February 2011 and 19 February 2012. The market value of the shares at the grant date was taken to be the fair value. The service condition was the continuity of employment over the 3 years. These shares have vested. Vesting subject to both service and performance conditions 2011 Grant A total of 1,375,452 shares were granted on 28 September 2010 to certain executives. As detailed in the table on page 18 and page 43, these include 1,136,816 shares for KMP. The remaining shares were granted to executives who were not KMP. 2012 Grant An additional 1,695,735 shares were granted on 5 September 2011 to certain executives. As detailed in the table on page 18 and page 43, these include 1,454,555 shares for KMP. The remaining shares were granted to executives who were not KMP. These shares are subject to both service and performance conditions and will vest to the extent that each of these conditions is satisfied. The service vesting condition is that the employee must still be employed by AVJennings at 30 September 2013 (for the 2011 grant) and 30 September 2014 (for the 2012 grant). In the event of death or permanent disablement the shares may vest subject to Board discretion. In the event that the employee is retrenched, the shares may vest subject to Board discretion. If the employee resigns (in certain circumstances) or is terminated, the vested shares will be forfeited. The performance vesting conditions are: • Total Shareholder Return (TSR) performance measured against the ASX Small Industrials Index; and • Earnings Per Share (EPS) growth. AVJennings’ EPS growth for the performance period must meet or exceed the target set. The EPS hurdle for total vesting of the 2011 grant is 10% p.a. growth for the three financial years to 30 September 2013, while that for the 2012 grant is 10% p.a. growth for the three financial years to 30 September 2014. Half of the allocation is assessed against each performance condition. The vesting schedule for the TSR performance condition is set out in the table below. The holder of the shares is entitled to receive all dividends paid between grant and vesting date. AVJennings’ TSR rank against companies in the Index Percentage vesting < median At the median > median but < 75th percentile Nil 50% Pro-rata between 50th and 75th percentiles >=75th percentile 100% The fair value of the EPS element of the shares is the market value at grant date. The Monte Carlo Model is used to fair value the TSR element. The Model simulates AVJennings’ TSR and compares it against the ASX Small Industrials Retail Index. The Model takes into account historic dividends, share price volatilities and the risk-free yield on an Australian Government Bond at the grant date matching the remaining effective life of 3 years. 72 | AVJENNINGS LIMITED · ABN 44 004 327 771 Directors’ Declaration In accordance with a resolution of the Directors of AVJennings Limited, we state that: 1) In the opinion of the Directors: i) the Consolidated Financial Statements and Notes are in accordance with the Corporations Act 2001, including; a) giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2012 and of their performance for the year ended on that date; and b) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001; ii) the Consolidated Financial Statements and Notes also comply with International Financial Reporting Standards as disclosed in note 2; and iii) 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) 3) This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2012. In the opinion of the Directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Consolidated Entity identified in note 19 will be able to meet any obligations or liabilities to which they are or may become subject, by virtue of the Deed of Cross Guarantee. On behalf of the Board Simon Cheong Director 27 September 2012 Peter Summers Director AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 73 inDepenDent auDitor’s report to the members of avJennings limiteD Report on the financial report Independence We have audited the accompanying financial report of AVJennings Limited, which comprises the consolidated statement of financial position as at 30 June 2012, the consolidated income statement, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the company are responsible for the preparation 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 controls as the directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements 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. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about 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 judgment, 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 controls relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the consolidated entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In conducting our audit we have complied with the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report. In addition to our audit of the financial report, we were engaged to undertake the services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence. Opinion In our opinion: a. the financial report of AVJennings Limited is in accordance with the Corporations Act 2001, including: i giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001; and b. the financial report also complies with International ii Financial Reporting Standards as disclosed in Note 2. Report on the remuneration report We have audited the Remuneration Report included in pages 15 to 20 of the directors’ report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion, the Remuneration Report of AVJennings Limited for the year ended 30 June 2012, complies with section 300A of the Corporations Act 2001. Ernst & Young Mark Conroy Partner Sydney 27 September 2012 74 | AVJENNINGS LIMITED · ABN 44 004 327 771 corporate governance statement For the year ended 30 June 2012 This Corporate Governance Statement indicates the Company’s conformance with the Australian Securities Exchange’s (“ASX”) Corporate Governance Council’s, “Corporate Governance Principles and Recommendations” (2nd Edition), as required by the ASX Listing Rules. The AVJennings Corporate Governance Statement is structured with reference to the ASX recommendations. Areas of non compliance will be disclosed under the relevant principle. All corporate practices within this report were in place for the entire year unless otherwise indicated. This Statement refers to documents that support the Company’s Corporate Governance framework and it is posted in the Corporate Governance section on the Company’s website: www.avjennings.com.au. Principle 1: Lay solid foundations for management and oversight by the Board Recommendation 1.1 of the ASX Corporate Governance Principles requires the Company to establish and disclose the functions reserved for the Board and those delegated to management. The roles and responsibilities of the Company’s Board, Board Committees and senior management have been established through Board approved Charters, which have been operational throughout the period and are disclosed on the Company’s website at www.avjennings.com.au. All persons who are invited and agree to act as a Director of the Company do so by a formal letter of consent. To assist it in carrying out its responsibilities, the Board has established several standing Board Committees of its members. Director appointments to Board Committees are by formal resolutions of the Board. The Chairman of each Committee reports on any matters of substance at the next full Board Meeting. Membership of Board Committees and attendance at Board and Committee meetings is tabulated in the Director’s Report section of the Company’s Annual Report. The Board Committees are: • Audit Committee • Nominations Committee • Remuneration Committee Investments Committee • • Risk Management Committee (incorporating the Occupational Health, Safety and Environment sub-committee) The roles and responsibilities of the Chief Executive Officer and senior management are established through key performance objectives. They are assessed against those objectives on an annual basis, or more frequently if that is indicated. The Remuneration Committee monitors the performance of the Chief Executive Officer. It also monitors the performance of the Chief Financial Officer and the Company Secretary in consultation with the Chief Executive Officer. The Chief Executive Officer assesses the performance of senior management and these assessments are reviewed by the Remuneration Committee. The process for evaluating the performance of senior executives is set out in the Remuneration Report section of the Company’s Annual Report. The Board has also approved financial delegations and personnel delegations which cover specific areas of delegated responsibility to the Managing Director and senior management. During the period, the Board has considered broad Corporate Governance matters, including the continuing relevance of existing committees and its own performance and reaffirmed its belief that the Committee structures provided sound oversight of Management, by the Board. Principle 2: Structure the Board to add value Directors The Company’s Constitution and Section 201A of the Corporations Act 2001 stipulate that a public company must have at least three Directors. The Board has adopted guidelines concerning its composition. For the time being, the Board has determined that there shall be at least five Directors, increasing where additional expertise is required. The current Directors of the Company are listed in the Directors’ Report of the Company’s Annual Report with a brief description of their qualifications, experience, special responsibilities and status as Executive, Non-Executive or Independent Director. The Board includes both Executive and Non-Executive Directors with a majority of Non-Executive Directors. The Non-Executive Directors include both independent and non-independent Directors. There is a strong element of independence on the Board, with four of the six Non- Executive Directors being independent, determined in accordance with the ASX guidelines on independence. The other two Non-Executive Directors, who represent SC Global Developments Limited, a substantial shareholder, have no involvement in the operational management of the Company. The Managing Director is an Executive Director. The Chairman of the Board is selected by the full Board. The current Chairman of the Board, Mr Simon Cheong, is also Chairman of the Board of a substantial shareholder, SC Global Developments Limited. Although there is no lead Independent Director as recommended by the ASX Principles, the Deputy Chairman, Mr Jerome Rowley, is an Independent Director. The roles of the Chairperson and Chief Executive Officer are exercised by different individuals. The Board meets around six scheduled times a year either in person or by teleconference and occasionally on an ad-hoc basis if required. Meeting venues are planned to enable Directors to familiarise themselves with major development projects. A formal agenda is in place for each meeting. New Directors are inducted individually on the Company’s financial, strategic, operational and risk management positions, the culture and values of the Company and meeting arrangements. Directors have access to Company records and information through the Company Secretary and other relevant senior officers. They receive regular detailed reports on financial and operational aspects of the Company’s business and may request elaboration or explanation of those reports at any time. Each Director has the right to seek independent professional advice at the Company’s expense. Prior approval of the Chairman is required but this may not be unreasonably withheld. Any advice obtained is made available to the Chairman. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 75 corporate governance statement For the year ended 30 June 2012 Nominations Committee The Board has a Nominations Committee, comprising two Independent Directors, Mr R J Rowley, and Mr B G Hayman and two Non-Executive Directors, Mr S Cheong and Mrs E Sam, who is also Chairperson of the Committee. The Board is of the view that the Committee, which consists entirely of Non Executive Directors, albeit without an independent majority or Chairperson, is structured appropriately to perform its functions The Nominations Committee Charter sets out its role, responsibilities, composition, structure, membership requirements and guidelines and is posted on the Corporate Governance section of the Company’s website. The purpose of the Committee is to review and make recommendations to the Board on Board composition, to establish the criteria for Board and Board Committee membership and to evaluate Board performance and the performance of Directors. The Nominations Committee assists the Board in identifying, evaluating and recommending candidates to the Board, having regard to the relevant skills, experience, personal attributes, diversity, availability and time commitments required of new Directors. The Committee may make use of external consultants if that is deemed appropriate. The Committee meets at least annually. A Board skills matrix has been developed and is used to assess the skills and experience available on the Board and to identify gaps in skills, if any. Development of strategy and policy, financial literacy, industry experience, banking and finance, risk management, compliance oversight, sales and commercial experience are some of the desirable skills identified and these are collectively available on the Board. In November 2011, through the Nominations Committee, the Directors reviewed the performance of the whole Board and Board Committees. The review considered each director’s expertise, skill and experience, along with their understanding of the company’s business, preparation for meetings, relationships with other directors and management, awareness of ethical and governance issues, and overall contribution. The outcomes of the review were discussed and considered by all the Directors and the general conclusion was that the Board and each of the Board Committees were operating well. The Company had experienced a challenging year in difficult market conditions and the Board had provided good oversight of management’s actions and provided strategic direction to those activities. It was also considered that the respective committees had done likewise within their spheres of responsibility. Details of Directors’ experience and qualifications and attendance at Board and Committee Meetings are set out on pages 14 to 15 of the Directors’ Report. Company Secretary The Board appoints the Company Secretary and all Directors have access to the Company Secretary. Details of the Company Secretary’s experience and qualifications are set out in the Company’s Annual Report. The role of the Company Secretary is to support the effectiveness of the Board by monitoring and advising the Board on its Corporate Governance responsibilities by means of its charters, procedures and updates on legislation and regulation. The Company Secretary is also responsible for lodgements with relevant regulators, management of dividend payments and/or Dividend Reinvestment Plan allotments and management of the relationship between shareholders and the share registry. Principle 3: Promote ethical and responsible decision making Code of Conduct The Company has a Code of Conduct which sets out the behaviour required of all Board members, senior management, employees and contractors throughout the period. The content of the Code is integrated into management practices and forms part of the terms of employment of all Company employees. The Code, which is disclosed on the Company’s website, provides a mechanism to employees to report breaches of the Code without fear of retribution. Senior management deals with breaches of the Code and monitors compliance. The Company Secretary and the Chief Executive Officer report to the Board and the Audit Committee on various aspects of Code Compliance. Dealing in AVJennings’ shares The Company’s Securities Trading Policy places restrictions on the ability of Directors, officers and employees to trade in the Company’s shares during specified restricted “black out” periods. The restrictions are designed to minimise the risk of actual or perceived insider trading. Diversity In accordance with the ASX recommendations, the Board has established a Diversity Policy and has set measurable objectives to achieve its goals on diversity. The Company’s progress towards achieving these objectives, together with details of the proportion of women employees in the whole organisation, women in senior executive positions and women on the Board, are shown on page 78 of this report. The Diversity Policy is available for viewing on the Company’s website at www.avjennings.com.au. Principle 4: Safeguard integrity in financial reporting Audit Committee The Company has an Audit Committee comprising of three Independent Directors, Mr B Chin (who is a Chartered Accountant and is also the Chairman of the Committee), Mr R J Rowley, Mr T P Lai and one Non-Executive Director, Mrs E Sam. The Chairman of the Committee is a different individual to the Chairman of the Board. The Audit Committee Charter sets out its role, responsibilities, composition, structure and membership requirements and is posted on the Corporate Governance section of Company’s website. All other members of the Board are invited to attend Audit Committee meetings as observers and in a non voting capacity. Usually, all Board members attend all Audit Committee meetings either as members or observers. The Audit Committee papers, including the minutes of the previous Committee Meetings, are sent to all Board members. 76 | AVJENNINGS LIMITED · ABN 44 004 327 771 corporate governance statement For the year ended 30 June 2012 The Chief Executive Officer, Chief Financial Officer, Company Secretary, Internal Auditor and the External Auditor attend Audit Committee meetings at the discretion of the Committee. The Committee also meets privately with the External Auditor at least once a year and usually twice per year, without management being present. In addition, the Internal Auditor reports directly to the Audit Committee and the Committee meets privately with the Internal Auditor at least once per year. The Minutes of each Committee meeting are circulated after the meeting and the signed minutes tabled at the subsequent meeting of the Committee. The Chairman of the Committee is available to report on or answer questions about the Committee’s conclusions and recommendations to the Board. The Committee meets at least three times during the year. Audit Governance The Company has a policy on the provision of auditing and related services. The Committee is satisfied with the independence of the External Auditor. During the reporting period, the Company had its 2011 Annual Report and Audit Committee Charter posted on its website. The Annual Report has details of the Audit Committee’s membership and the number of meetings held and attended. Financial Reporting The Board receives regular reports about the financial condition and operational results of the Company throughout the year. In relation to the half year and annual Financial Statements, Senior Management is required to sign off on the systems and processes within their area of responsibility. This procedure supports the Managing Director and Chief Financial Officer in their certification to the Board in effect stating that the Company’s accounts present a true and fair view, in all material aspects, of the Company’s financial condition and operational results and accord with the relevant accounting standards. Principle 5: Make timely and balanced disclosure A continuous disclosure regime operates throughout the Group. The Company has in place a formal disclosure policy, contained within the Shareholder Communication Policy, to ensure matters that a person could reasonably expect to have a material effect on the share price are announced to the ASX and Singapore Exchange (SGX) in a timely manner. This policy has been formally communicated to all relevant staff. The Company Secretary is the nominated Continuous Disclosure Officer. The Board is advised of any notifiable events. The Board approves, or is advised of, all releases that are made to the ASX and the SGX. All announcements made by the Company are posted on the Company’s website in the “Shareholder” section. The policy addresses: • Compliance with continuous disclosure obligations; • Maintenance of confidentiality where appropriate; • Timely and factual release of information where appropriate; • Clarity and balance in reporting; • Equal and timely access to information. Principle 6: Respect the rights of Shareholders The Company endeavours to keep its Shareholders fully informed of matters likely to be of interest to them. The Shareholder Communication Policy outlines the process through which the Company will endeavour to ensure timely and accurate information is provided equally to all shareholders. Information is communicated to shareholders through: • Reports to the ASX, SGX and the press; • Half and full year profit announcements; • Annual Reports; • Investor briefings and information provided to analysts, (which are released to the ASX and SGX prior to being provided to the analysts); • Continuous disclosure to the ASX pursuant to the ASX Listing Rules and notification of the same information to the SGX; and • Posting all the above and any other notifications made by the Company to Shareholders, on its website. The Company’s website – www.avjennings.com.au has a section titled “Shareholders” with sub sections on: • The Company’s previous Annual Financial Reports and Half Yearly Reports; • The Company’s share price on the ASX- provided by a link to the ASX web site; • Announcements made to the ASX and SGX; • Copies of investor presentations; • Corporate Governance Charters and Policies including a Shareholder Communication Policy; • Terms and conditions of the Company’s Dividend Reinvestment Plan; and • Media releases. All shareholders are encouraged to attend AVJennings’ AGM in person or participate by sending a proxy as their representative. At the Annual General Meeting, the Chairman encourages questions and comments from Shareholders and seeks to ensure the Meeting is managed to give the maximum number of Shareholders an opportunity to participate. In the interests of clarity, questions on operational matters may be answered by the Chief Executive Officer or another appropriate member of senior management. The External Auditor attends the Company’s Annual General Meeting and is available to respond to questions about the conduct of the audit and the preparation and content of the Independent Audit Report. Principle 7: Recognise and manage risk The Board has ultimate responsibility for risk management, compliance and control functions across the Group. These functions are aligned with the Company’s strategy and business objectives. The Company has in place internal controls intended to identify and manage significant business risks. These include the review of development proposals and the management of their ongoing performance. Management prepares the Risk Management Plan and the Board is responsible for reviewing and approving it. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 77 corporate governance statement For the year ended 30 June 2012 The Committee reviews and reports to the Board on: • Conditions of service and remuneration of the Chief Executive Officer and his direct reports; • Performance of the Chief Executive Officer; • Remuneration of the Chief Financial Officer and the Company Secretary; • Remuneration policies for the Company, which include the performance review of all employees, senior management and Board members; • Proposals for reward initiatives; • Succession plans for senior management; and • Other related matters as directed by the Board. The Chief Executive Officer attends meetings of the Remuneration Committee by invitation when required to report on, and discuss, senior management performance and remuneration matters. He is excluded from Committee deliberations relating to his position. The Committee is empowered to seek external professional advice on any matter within its terms of reference. Senior managers of the Company receive a balance of fixed and variable (at risk) remuneration. The proportions vary at different levels within the Company, reflecting the capacity of the senior managers to influence the overall outcome of the Company’s operations and returns to Shareholders. The bonuses (if any) to executives are based on a review of individual executive performance as well as the Company’s overall financial performance. Director’s fees paid to Non-Executive Directors and Independent Non-Executive Directors are determined by the Board, and are within the aggregate limits approved by Shareholders. The Independent Non-Executive Directors currently receive fees paid by the Company. The Committee has available to it data on fees paid to independent directors by a wide range of Companies. The remaining two Non-Executive Directors do not receive fees, however the Company pays a consulting fee to the substantial Shareholder, SC Global Developments Limited. AVJennings’ Remuneration Report is set out on pages 15 to 20 of the Directors’ Report. The Board has established a Risk Management Committee, which incorporates a sub-committee responsible for occupational health, safety and environmental matters. The Committee comprises two Independent Directors Mr R J Rowley (Chairman) and Mr B G Hayman and generally meets quarterly. The Committee is supported by the Chief Executive Officer, Chief Financial Officer and the Company Secretary. The Risk Management Committee is responsible for identifying and considering new risks and for monitoring management’s implementation of the Risk Management Plan, taking the Internal Auditor’s review into account. The Company’s assets are insured under a comprehensive insurance program which is reviewed annually. The Company also has an Investments Committee comprising one Non-Executive Director, Mr S Cheong, two Independent Directors, Mr B G Hayman and Mr R J Rowley and one Non-Director member, Mr David Tsang. The Committee considers all major land development acquisition and disposal proposals that are over monetary limits delegated to management. It also conducts a pre-commencement review and ongoing project reviews during the life of all development projects. The Chief Executive Officer and the Chief Financial Officer are required to provide the Board with a written statement in accordance with section 295A of the Corporations Act to the effect that: • The integrity of financial statements is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and • The Company’s risk management and internal compliance and control system, in so far as it relates to financial risk, is operating efficiently and effectively in all material respects. Principle 8: Remunerate fairly and responsibly The Board has established a Remuneration Committee to review and determine, among other things, remuneration policies and packages applicable to any Executive Directors, the Company Secretary and direct reports to the CEO. It also reviews remuneration to senior managers of the Company and the remuneration policies of the Company. The Committee meets at least annually and usually twice per year and its Charter is available on the Company’s website under the Corporate Governance Section. The Committee consists of two Non-Executive Directors, Mrs E Sam (Chairperson) and Mr S Cheong, and two Independent Directors, Mr B G Hayman and Mr T P Lai. The Board is of the view that the Committee, which consists entirely of Non- Executive Directors, albeit without an independent majority or Chairperson, is structured appropriately to perform its functions in reviewing the remuneration of Company executives and staff. 78 | AVJENNINGS LIMITED · ABN 44 004 327 771 Diversity report For the year ended 30 June 2012 This is the first Diversity Annual Report of AVJennings Limited (“AVJennings”) in compliance with ASX Corporate Governance Council Principles and Recommendations. Approach to Diversity AVJennings aims to embed equity and diversity principles in its work practices and organisational environment.To ensure that these practices remain appropriate and foster an inclusive environment, AVJennings annually reviews its workforce diversity profile, its policies and any relevant external developments. To enhance efficiency and productivity, employment decisions such as selection, promotion and training are made based on merit rather than personal attributes (gender, race, marital status, age and other characteristics (which can vary based on the jurisdiction)). AVJennings also actively takes steps to eliminate discriminatory behaviour and harassment in the work place. Measurable Objective Progress Response Responsibility for Diversity Employees at all levels of employment are responsible for the creation and implementation of a diverse, inclusive and tolerant workplace, and for elimination of discriminatory practices. The Board is responsible for monitoring the development and implementation of diversity initiatives, policies and practices. The Board reports annually on these matters. Diversity Targets This first report reflects AVJennings’ focus during the reporting period on the reporting on gender diversity as required under the ASX Corporate Governance Council Principles and Recommendations. 1. 2. At least one female Board Director One (1) female Board Director of seven (7) as at the reporting date. At least one female Executive Committee Member Three (3) female Executive Committee Members of seven (7), including the CEO, as at the reporting date. 3. Non-Discriminatory Recruitment The Company’s Recruitment, Selection and Appointment to Role policies reflect our position on diversity. 4. Non-Discriminatory Selection 5. Data Collection 6. EOWA Reporting All recruitment, internal and external, identifies that AVJennings is an Equal Opportunity Employer. Selection is based on merit and the recruitment process requires that the Selection Advisory Committee (Interview Panel) comprise both genders. External recruitment suppliers, where applicable, are requested to provide a balanced short list. During the reporting period, 50% of all new hires were female. Diversity information is sought from employees when they commence employment. It is provided on a voluntary basis and includes information on disability, ethnic origin and proficiency in languages other than English. The diversity statistics are based primarily on this data. During the reporting period, all employees had the opportunity to review and update their profile. Data collection is an ongoing process. Data that is collected is reviewed and action taken as appropriate. During the reporting period, with a focus on gender diversity, female participation was reviewed across the different job families in the business, pay equity and female attrition rates. Further analysis, subject to data available, will provide a platform for ongoing improvement in our broader equity and diversity policies. 2012 report submitted to EOWA was reviewed by the Board. During the reporting period there was an improved ratio of women in the Senior Management team and at the Technical/Specialist level. Women accounted for around 43% of employees in March 2012. 7. No Cultural Impediments No impediments identified during the reporting period. KEY: met or above target on track to meet target below target As at 30 June 2012, women accounted for 44% of total current permanent employees and the proportion of women at various levels of the Company was: Level and Role Non-executive Director Executive Team Company 17% 43% 44% AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 79 shareholDer information As at 28 September 2012 1. NUMBER OF SHAREHOLDERS AND DISTRIBUTION OF EQUITY SECURITIES Range of Holdings of Ordinary Shares 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - and over Total number of holders Number of holders of less than a marketable parcel 2. SUBSTANTIAL SHAREHOLDERS As disclosed by latest notices received by the Company: Name SCGlobal Developments Ltd Guinness Peat Group plc Orbis Australia Group Australian Securities Exchange Singapore Exchange Total 571 942 318 385 53 2,269 809 738 1,727 529 464 37 3,495 1,223 Ordinary Shares 137,370,023 20,938,920 14,133,206 1,309 2,669 847 849 90 5,764 2,032 % 50.03 7.63 5.15 3. TWENTY LARGEST SHAREHOLDERS ON THE AUSTRALIAN REGISTER Name The Central Depository (Pte) Limited GPG Australia Nominees Limited National Nominees Limited Citicorp Nominees Pty Limited JP Morgan Nominees Australia Ltd AVJ Employee Share Plan Managers Pty Ltd John E Gill Operations Pty Ltd HSBC Custody Nominees (Australia) Limited John E Gill Trading Pty Ltd Gillcorp Pty Limited Allabah Pty Ltd Avoca Equities Pty Limited Luton Pty Ltd D R M Gill & J M Gill (Gill Super Fund A/c) GPG Nominees Pty Ltd Ago Pty Ltd (Superannuation Fund A/c) Di Iulio Homes Pty Ltd (Di Iulio Super Fund A/c) Savoy Management Pty Ltd Scorpio Nominees Pty Ltd (Gwenton A/c) JP Morgan Nominees Australia Ltd (Cash Income A/c) Ordinary Shares % 171,509,250 62.46 20,110,858 10,490,476 10,262,431 10,239,398 4,350,958 3,899,948 3,575,365 3,109,991 2,665,556 2,432,552 1,322,065 1,150,000 1,067,847 1,054,289 945,001 777,643 560,758 538,209 502,753 7.32 3.82 3.74 3.73 1.58 1.42 1.30 1.13 0.97 0.89 0.48 0.42 0.39 0.38 0.34 0.28 0.20 0.20 0.18 Total 250,565,348 91.25 80 | AVJENNINGS LIMITED · ABN 44 004 327 771 shareholDer information As at 28 September 2012 4. TWENTY LARGEST SHAREHOLDERS ON THE SINGAPORE REGISTER Name UOB Nominees (2006) Pte Ltd United Overseas Bank Nominees DBS Nominees Pte Ltd UOB Kay Hian Pte Ltd Trimount Pte Ltd Oei Hong Leong Foundation Pte Ltd OCBC Nominees Singapore Private Ltd Lim Chin Tiong Tsang Sze Hang Rowland Wong Kwok Ho Vesmith Investments Pte Ltd Tan Chee Jin Pansbury Investments Pte Ltd Phillip Securities Pte Ltd HSBC (Singapore) Nominees Pte Ltd Ooi Kim Sew Hexacon Construction Pte Ltd Teo Chiang Long Mohamed Salleh S/o Kadir Mohideen Saibu Maricar Goh Choon Eng Total Percentages are calculated on the total number of shares on issue. 5. VOTING RIGHTS Ordinary Shareholder Ordinary Shares 128,030,309 9,438,151 1,570,412 1,494,480 1,185,672 1,044,366 837,594 714,800 598,140 527,738 453,483 400,000 354,400 336,830 284,029 280,000 263,200 250,648 241,532 188,905 % 46.63 3.44 0.57 0.54 0.43 0.38 0.31 0.26 0.22 0.19 0.17 0.15 0.13 0.12 0.10 0.10 0.10 0.09 0.09 0.07 148,494,689 54.08 On a show of hands, every member present in person or by representative, proxy or attorney shall have one vote, and on a poll each fully paid share shall have one vote. 6. TOTAL NUMBER OF SHARES The total number of shares on issue and listed on the Australian Stock Exchange is 274,588,694. AVJENNINGS LIMITED · ANNUAL REPORT 2012 | 81 SHARE REGISTRY Australia Boardroom Pty Limited Level 7, 207 Kent Street Sydney NSW 2000 Telephone: 1300 737 760 (within Australia) +61 2 9290 9600 (outside Australia) Singapore The Central Depository (Pte) Ltd 4 Shenton Way #02-01 SGX Centre 2 Singapore 068807 Telephone +65 6535 7511 ANNUAL GENERAL MEETING The Annual General Meeting of the Company will be held at: Meeting Rooms 23.01 and 23.02 Level 23, Ernst & Young Building 8 Exhibition Street Melbourne VIC 3000 Friday, 23 November 2012 at 10.00am. DIVIDENDS An interim dividend of 0.5 cents per share (fully franked) was paid on 11 April 2012. company particulars DIRECTORS Mr Simon Cheong Mr Jerome Rowley Mrs Elizabeth Sam Mr Bobby Chin Mr Teck Poh Lai Mr Bruce Hayman Mr Peter Summers COMPANY SECRETARIES Mr Peter Summers Mr Carl Thompson Mrs Sandra Vogiatzakis PRINCIPAL REGISTERED OFFICE IN AUSTRALIA Level 4, 108 Power Street Hawthorn Vic 3122 Telephone +61 3 8888 4800 AUDITORS Ernst & Young 680 George Street Sydney NSW 2000 BANKERS Australia and New Zealand Banking Group Ltd HSBC Bank Australia Ltd United Overseas Bank Limited National Australia Bank Ltd STOCK EXCHANGE LISTINGS Australia The Company is listed on: The Australian Securities Exchange Level 4, 525 Collins Street Melbourne VIC 3000 Singapore The Company’s shares are also quoted and traded on: The Singapore Exchange 2 Shenton Way #19-00 SGX Centre 1 Singapore 068804 through the Central Limit Order Book System (CLOB). 

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