Evotec
Annual Report 2011

Plain-text annual report

abn 51 000 005 103 A M A L G A M A T E D H O L D I N G S L I M I T E D A B N 5 1 0 0 0 0 0 5 1 0 3 2 0 1 1 A N N U A L R E P O R T C O N T E N T S Section Corporate Governance Statement Directors’ Report Directors’ Report: Remuneration Report Lead Auditor’s Independence Declaration Statement of Financial Position Income Statement Statement of Comprehensive Income Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. Significant accounting policies Segment reporting Revenue and other income Profit before income tax Discontinued operations Auditors’ remuneration Taxation Dividends Earnings per share Cash, cash equivalents and short term deposits Trade and other receivables Inventories Prepayments and other sundry assets Other financial assets Available-for-sale financial assets Investments accounted for using the equity method Property, plant and equipment Investment properties Goodwill and other intangible assets Other non-current assets Trade and other payables Loans and borrowings Financing arrangements Provisions Other liabilities Share capital Reserves and retained earnings Parent entity disclosures Financial risk management Employee benefits Commitments and leases Contingent assets and liabilities Deed of Cross Guarantee Business combinations Particulars in relation to consolidated entities Investments in associates Investments in jointly controlled entities Director and executive disclosures Related parties Reconciliation of cash flows from operating activities Events subsequent to reporting date Directors’ declaration Independent auditor’s report Shareholder information Other information 1 Amalgamated Holdings Limited – Annual Report 2011 Page 2 16 26 37 38 39 40 41 42 43 54 61 62 64 64 65 67 68 68 68 69 69 69 69 69 70 73 74 75 75 75 76 76 77 78 79 80 82 88 91 92 93 95 98 101 103 104 108 109 109 110 111 113 115 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 1. INTRODUCTION This 2011 Corporate Governance Statement (“Statement”) sets out the key corporate governance principles adopted by the directors in governing Amalgamated Holdings Limited (“Company”) and its subsidiaries (collectively referred to as “AHL” or “Group”) and reflects the corporate governance policies and procedures which applied during the financial year ended 30 June 2011. The Company continues to monitor and review its corporate governance policies and procedures. 2. APPROACH TO CORPORATE GOVERNANCE 2.1 Framework and approach to corporate governance and responsibility The Board has the responsibility for ensuring AHL is properly managed so as to protect and enhance shareholders’ interests in a manner that is consistent with AHL’s responsibility to meet its obligations to all stakeholders. For this reason, the Board is committed to maintaining the highest standards of corporate governance across the Group. The Board believes that corporate governance is about having a set of values and behaviours that underpin AHL’s everyday activities and which ensure transparency, risk management, accountability, value creation, fair dealing and protection of the interests of stakeholders. Consistent with this belief, the Board’s approach is to consider corporate governance within the broader framework of corporate responsibility and regulatory oversight. 2.2 Compliance with the Corporate Governance Principles and Recommendations The Australian Securities Exchange (“ASX”) has issued the ASX Listing Rules which require listed companies to include in their annual report a statement disclosing the extent to which they have followed the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (“Recommendations”) in the reporting period. Listed companies must identify the Recommendations that have not been followed and provide reasons for the company’s decision. A table outlining the compliance, or otherwise, to the Recommendations has been included in section 11 of this Statement. The corporate governance page of the Company’s website (www.ahl.com.au) contains most of the documents which are referred to in this Statement. The Statement, charters, code and various policies are regularly reviewed to take account of any recent changes in the law and governance practices. If a shareholder does not have access to the internet, they may contact the Company Secretary for copies of the relevant documents. 3. BOARD 3.1 Role and responsibilities of the Board The Board recognises its overriding responsibility to act honestly, fairly, diligently and in accordance with the law in serving the interests of the Company’s shareholders as well as its employees, customers and the community. Its primary responsibilities are: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) providing input into, reviewing and approving the corporate and divisional strategic plans; making decisions in relation to matters of a sensitive, extraordinary or strategic nature; providing advice and counsel to management on a periodic and ad hoc basis; ensuring best practice corporate governance; appointing and where appropriate removing the Managing Director and approving succession plans; ratifying the appointment and, where appropriate the termination, of the direct reports to the Managing Director; monitoring the performance of the Managing Director and senior management and approving remuneration policies and practices for such Managing Director and senior management; enhancing and protecting the reputation of the Group; reporting to shareholders; ensuring appropriate compliance frameworks and controls are in place and are operating effectively; approving and monitoring the effectiveness of and compliance with policies governing the operations of the Group; monitoring compliance with regulatory requirements and ethical standards; monitoring the integrity of internal control and reporting systems; monitoring strategic risk management systems and risk management policies and procedures and oversight of internal controls and review of major assumptions used in the calculation of significant risk exposure; reviewing and approving business plans, the annual budget and financial plans, including available resources and major capital expenditure initiatives; monitoring and assessing management’s performance in achieving any strategies and budgets approved by the Board; approving decisions concerning the capital of the Company, including capital restructures; reviewing and approving half yearly and annual statutory accounts and other reporting and monitoring financial results on an ongoing basis; and determining dividend policy and declaring dividends. (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) The Board operates in accordance with the principles set out in the Board Charter. The Board Charter details the Board’s purpose, role, responsibilities and functions. A copy of the Board’s Charter is available from the Company’s website or upon request from the Company Secretary. The Board has delegated responsibility for operation and administration of the Company and Group to the Managing Director and executive management. Responsibilities are delineated by formal authority delegations. Senior executives reporting to the Managing Director have their roles and responsibilities defined in position descriptions. 2 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 3.2 Board processes To assist in the execution of its responsibilities, the Board has in place an Audit Committee and a Nomination and Remuneration Committee. These Committees have charters which are reviewed on a regular basis. Other Board Committees may be appointed from time to time to deal with issues associated with the conduct of the Group’s various activities. Recommendation 2.4 of the Recommendations states that the Board should establish a nomination committee. The Board has determined that any recommendations required by a nomination committee are undertaken, as required, by the Nomination and Remuneration Committee. The full Board holds at least nine scheduled meetings each year, including strategy meetings. Unscheduled meetings are arranged as necessary to address any specific significant matters that may arise. Site visits are arranged on a regular basis to improve directors’ understanding of the Group’s locations and operations. The agenda for meetings is prepared in conjunction with the Chairman, Managing Director and Company Secretary. Standing items include the Managing Director’s report, financial reports, strategic matters, governance and compliance. Submissions are circulated in advance. Executives are regularly involved in Board discussions and directors have other opportunities, including visits to business operations, for contact with a wider group of employees. 3.3 Composition of the Board The composition of the Board is determined using the following principles: (cid:120) (cid:120) (cid:120) the Board should comprise of a majority of non-executive independent directors; the Board should comprise of directors with a broad range of relevant expertise; and the same individual should not exercise the role of Chairman and Managing Director. The Chairman of the Board is a non-executive director. There is a Managing Director, who is also the Chief Executive Officer. It is standard practice to have six non-executive directors, the majority of whom are deemed to be independent under the principles set out below. The composition of the Board is reviewed periodically by the Chairman and the other directors to ensure that the Board has an appropriate mix of expertise and experience. When a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new director with particular skills, the Nomination and Remuneration Committee identifies suitable candidates with the appropriate expertise and experience and makes a recommendation to the Board. The Board then appoints the most suitable candidate who must then stand for election at the next general meeting of shareholders. Non-executive directors must stand for re-election each three years. The terms and conditions of the appointment and the retirement of directors, including the Managing Director, are first considered by the Nomination and Remuneration Committee and then recommended for determination by the Board. A formal letter of appointment is provided to all incoming non-executive directors. The Board considers that individually and collectively the directors bring a level of skill, knowledge and experience that enables the Board to discharge its responsibilities effectively. Further information on the skills, experience and expertise of the directors has been included in section 10.1 of this Statement. Details of the number of Board meetings and the attendance of the directors have been included in section 10.2 of this Statement. 3.4 Directors’ independence The Board has considered specific principles in relation to a director’s independence. The Board has determined that an independent director is a director who is not a member of management (a non-executive director) and who: (cid:120) (cid:120) is not a substantial shareholder of the Company or does not have a material beneficial interest in a substantial shareholder of the Company; has not within the last three years been employed in an executive capacity by the Company or Group, or been a director after ceasing to hold any such employment; within the last three years has not been a principal or employee of a material professional advisor or a material consultant to the Company or Group; is not a material supplier or customer of the Company or Group, or an officer of or otherwise associated, directly or indirectly, with a material supplier or customer; must have no material contractual relationship with the Company or Group other than as a director of the Company; and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company. (cid:120) (cid:120) (cid:120) (cid:120) In forming this view, the Board has considered and determined that “material”, in this context, to be where any director related business relationship has represented, or is likely in the future to represent, the lesser of at least 10% of the relevant segment’s or the director related business’s revenue. The Board considered the nature of the relevant industries’ competition, and size and nature of each director related business relationship, in arriving at this threshold. Two directors of the Company are also directors of Carlton Investments Limited (“Carlton”), which is a substantial shareholder of the Company. Carlton is a publicly listed company. Carlton’s main activity is the holding of a wide portfolio of listed investments. The Board has considered the question of independence of the director of Carlton who does not have a substantial beneficial shareholding in his own right. The Board has concluded that, as the nature of Carlton’s business is in no way similar to that of the businesses of the Group, the sole holding of a directorship in Carlton should not impact on the ability and willingness of a director to effectively review and challenge the performance of management and exercise independent and objective judgement for the benefit of all shareholders of the Company. 3 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 3.5 Chairman and Managing Director The Chairman is responsible for leading the Board, ensuring that Board activities are organised and effectively conducted and for ensuring directors are properly briefed for meetings. The Managing Director is responsible for implementing Group strategies and policies. Recommendation 2.2 of the Recommendations states that the Chairman should be an independent director. The Chairman, Mr AG Rydge, is not considered an independent director due to the substantial shareholding clause. Mr Rydge was previously Chairman and Managing Director of the Company until retiring from the position of Managing Director on 31 December 2001. The Board has determined that the chairmanship of Mr Rydge is of significant benefit to the Company and Group due to his long standing contribution to, and association with, the Company and extensive knowledge of the film, hospitality, leisure and tourism industries. Mr Rydge has been non-executive Chairman since 1 January 2002. 3.6 Conflict of interest In accordance with the Corporations Act 2001 and the Company’s Constitution, directors give standing notice on appointment of any interest that could potentially conflict with that of the Company or Group and must keep the Board advised of any changes. Where the Board believes a significant conflict of interest exists, the director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered. 3.7 Director education The Company has a process to educate new directors about the nature of the business, current issues, corporate strategy and the Company’s expectations of directors. All directors are made aware of their rights to access employees, information and resources. Directors are encouraged to visit facilities of the Group and meet with management to gain a better understanding of business operations. 3.8 Independent professional advice Each director has the right of access to all relevant Company information and to the Group’s executives and, subject to prior consultation with the Chairman, may seek independent professional advice from a suitably qualified advisor at the Group’s expense. The director must consult with an advisor suitably qualified in the relevant field, and obtain the Chairman’s approval of the fee payable for the advice before proceeding with the consultation. A copy of the advice received by the director is made available to all other members of the Board. 3.9 Directors’ Retirement Plan The Directors’ Retirement Plan was suspended in May 2003 and directors appointed to the Board after that date are not entitled to participate in the plan. Eligible directors in office prior to the suspension of the plan in May 2003 are able to participate in the plan. Subject to the Corporations Act 2001, those eligible directors with more than three years service receive a retirement lump sum based on the length of service and the average of the fees paid. The benefit is capped at a maximum lump sum per eligible director of $165,000. The Chairman and Managing Director are not eligible to participate in the plan. The total accrued retirement benefits for non-executive directors other than superannuation, and further details on directors’ remuneration, are disclosed within the Remuneration Report. 4. AUDIT COMMITTEE 4.1 Role and responsibilities of the Audit Committee The Audit Committee Charter sets out the Committee’s roles and responsibilities. Its primary responsibilities are to: (cid:120) (cid:120) review and monitor the financial integrity of the Group’s financial reports and statements; review the adequacy and integrity of the Group’s financial risk management framework and system of internal control and the monitoring of the various control processes; ensure compliance with relevant laws, regulations and statutory obligations; review and approve the internal and external audit work plans; and review significant accounting changes or reporting issues. (cid:120) (cid:120) (cid:120) The Committee reviews the performance of the external auditor on an annual basis and meets with them during the year to discuss a number of matters including the external audit plan, proposed fees for audit work to be performed, half year and annual reporting and other matters as necessary. The Audit Committee, in scheduled sessions at the end of each meeting, without the presence of management, addresses questions to the external auditor and Group Internal Audit Manager on matters relating to the Committee’s responsibilities. The Committee is responsible for making recommendations to the Board concerning the appointment of the external auditor including remuneration and other terms of the auditor’s engagement. The Committee reviews and ensures that the level of any non-audit work carried out by the external auditor is compatible with maintaining audit independence, taking into account the guidelines which it has set. The current practice, subject to amendment in the event of legislative change, is for the rotation of the engagement partner to occur every five years, with the most recent rotation having taken place in August 2006. The Board receives the minutes and regular updates from the Chairman of the Committee, and reviews and approves the charter of the Committee. A copy of the Audit Committee Charter is available from the Company’s website or upon request from the Company Secretary. 4 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 4.2 Composition of the Audit Committee The Audit Committee consists of a minimum of three non-executive directors, the majority of whom are independent, and is chaired by an independent director who is not the Chairman of the Board. All Committee members are familiar with finance and accounting procedures. The members of the Audit Committee during the year were: (cid:120) (cid:120) (cid:120) (cid:120) AJ Clark (Chairman) – independent non-executive director; PR Coates – independent non-executive director (appointed to the Audit Committee on 19 August 2010); RM Graham – independent non-executive director (resigned 20 April 2011); and AG Rydge – non-executive director. Other directors who are not members of the Committee are invited to attend meetings. The Managing Director, Director Finance & Accounting, Company Secretary, Group Internal Audit Manager and external auditors are invited to attend Committee meetings. Other executives may be invited to Committee meetings at the discretion of the Committee. The Audit Committee meets at least four times per year. Details of the number of Committee meetings and the attendance of the Committee members have been included in section 10.2 of this Statement. 5. NOMINATION AND REMUNERATION COMMITTEE 5.1 Role and responsibilities of the Nomination and Remuneration Committee The Nomination and Remuneration Committee Charter sets out the Committee’s roles and responsibilities. Its primary responsibilities are to advise the Board on matters including: (cid:120) (cid:120) (cid:120) (cid:120) the composition, remuneration and performance evaluation of the Board; the appointment of the Managing Director; succession plans for the position of Managing Director; and the remuneration strategy for the Managing Director and other senior executives. The Committee also acts as a nomination committee and reviews the need for appointment of new directors for recommendation to the Board and shareholders for approval. The Board receives the minutes and regular updates from the Chairman of the Committee, and reviews and approves the charter of the Committee. A copy of the Nomination and Remuneration Committee Charter is available from the Company’s website or upon request from the Company Secretary. 5.2 Composition of the Nomination and Remuneration Committee The Nomination and Remuneration Committee consists of a minimum of three non-executive directors, the majority of whom are independent, and is chaired by an independent director who is not the Chairman of the Board. The members of the Nomination and Remuneration Committee during the year were: (cid:120) (cid:120) (cid:120) (cid:120) AJ Clark (Chairman) – independent non-executive director; PR Coates – independent non-executive director (appointed to the Nomination and Remuneration Committee on 19 August 2010); RM Graham – independent non-executive director (resigned 20 April 2011); and AG Rydge – non-executive director. Other directors who are not members of the Committee are invited to attend meetings. The Managing Director and Company Secretary are invited to attend Committee meetings. Other executives may be invited to Committee meetings at the discretion of the Committee. The Nomination and Remuneration Committee meets at least two times per year and further as required. Details of the number of Committee meetings and the attendance of the Committee members have been included in section 10.2 of this Statement. 6. PERFORMANCE AND REMUNERATION 6.1 Board performance and remuneration The Board reviews its performance annually to ensure that individual directors and the Board as a whole work efficiently and effectively in achieving their functions set out within the Board Charter. The Chairman annually assesses the performance of individual directors and meets privately with each director to discuss this assessment and any ideas for improvement. At this same time, directors are able to provide feedback on the performance of the Chairman. The Board as a whole discusses and analyses its own performance during the year. The Board also has in place an annual process to review its performance as well as the performance of the Board Committees. Each director completes a performance evaluation questionnaire. The questionnaire covers topics including: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) the Board’s role; composition and effectiveness; procedures and practices; behaviours; Board administration; and the conduct of the Chairman. 5 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 6.1 Board performance and remuneration (continued) Directors are requested to provide comment and feedback and to evaluate each area by providing a rated response to various questions. The results of the performance evaluation are collated by the Company Secretary and submitted to the Nomination and Remuneration Committee for review. A summary of the results is then submitted to the full Board. The Board evaluation process was last completed in May 2011. The results of the performance evaluation form the basis of an action plan designed to address performance improvement opportunities. The Group’s remuneration philosophy and details of the current remuneration arrangements are outlined within the Remuneration Report. The Remuneration Report confirms that the structure of non-executive director remuneration is separate and distinct from that of senior executive remuneration. The Nomination and Remuneration Committee is responsible for recommending to the Board, fees applicable to non-executive directors. Non- executive directors may also be reimbursed for their expenses properly incurred as a director, or in the course of their duties. Non-executive directors are also encouraged to own shares in the Company. The non-executive directors do not participate in any other short or long term incentive schemes. The maximum aggregate amount of fees that may be paid to all non-executive directors each year is capped at $1.5 million, which was approved by shareholders at the 2010 Annual General Meeting of shareholders. The Board maintains a fee buffer to give it sufficient flexibility to plan its structure in advance of specific needs that may arise. The total fees paid to non-executive directors during the reporting period were $851,710. Information regarding the Directors’ Retirement Plan has been included at section 3.9 of this Statement, and disclosed within the Remuneration Report. 6.2 Executive performance and remuneration Each year, the Board, with the assistance of the Managing Director, and the Nomination and Remuneration Committee, undertake a formal process of reviewing the performance of senior executives. The measures generally relate to the performance of the Group, the performance of the senior executive’s division or department and the performance of the senior executive individually. The Nomination and Remuneration Committee and the Board review the performance of the Managing Director. The Managing Director is not present at the Nomination and Remuneration Committee or Board meetings when his own performance and remuneration are being considered. For senior executives, the Managing Director conducts interviews with each executive and provides comments and feedback in relation to the senior executive’s performance. A formal review process occurs for each employee with nominated supervisors conducting the performance review. The formal review process occurs annually and was completed in June 2011. Further details on the assessment criteria for the Managing Director and senior executive remuneration (including equity-based share plans) are disclosed within the Remuneration Report. 6.3 Remuneration Report The Remuneration Report is set out with, and forms part of, the Directors’ Report for the year ended 30 June 2011. 7. RISK MANAGEMENT 7.1 Risk profile and oversight of the risk management system The Board oversees the establishment, implementation and annual review of the Group’s risk management and internal control systems. Management has established and implemented the systems for identifying, assessing, monitoring and managing material operational, financial reporting, internal controls and compliance risks for the Group. The systems and processes implemented to manage material risks include: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) risk management framework; clearly defined management responsibilities and organisational structure; delegated limits of authority; treasury and accounting controls and reconciliations; comprehensive management reporting systems; budgeting and strategic planning processes; segregation of duties; physical security over the Group’s assets; appropriate policies and procedures that are widely disseminated to, and understood by, employees; and risk management and internal audit functions. Divisional Managing Directors and other senior executives complete and sign off on an annual Directors’ Risk Management Questionnaire. The operational and other compliance risk management procedures have also been assessed and found to be operating efficiently and effectively. All risk assessments cover the whole financial year and the period up to the signing of the annual financial report for all material operations in the Group. The annual Directors’ Risk Management Questionnaire for the year ended 30 June 2011 was completed in July 2011. As well as the Directors’ Risk Management Questionnaire, matters relating to the business risk and risk management system are analysed and discussed as part of the annual strategic planning process. The Board provides assistance to management in the development and maintenance of processes to minimise and mitigate business risks. A summary of the Risk Management Policy is available from the Company’s website or upon request from the Company Secretary. 6 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 7.2 Financial reporting The Managing Director and the Director Finance & Accounting have declared, in writing to the Board that the financial report of the Group is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board. The declarations for the year ended 30 June 2011 were received in August 2011. 7.3 Internal Audit The Group Internal Audit Manager assists the Board in ensuring compliance with internal controls and risk management programs, by regularly reviewing the effectiveness of compliance and control systems. The Audit Committee is responsible for approving the program of internal audit visits to be conducted each year and the scope of the work to be performed at each location. 7.4 Code of Ethics and Business Conduct The Company has a Code of Ethics and Business Conduct (“Code”), which has been endorsed by the Board and applies to all directors and Group employees. The Code is reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Group’s integrity. In summary, the Code encapsulates that all directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Group. Every employee has a nominated supervisor to whom they refer any issues arising from their employment. The Board reviews the Code regularly and processes are in place to promote and communicate the Code’s contents. The Code is available from the Company’s website or upon request from the Company Secretary. 7.5 Whistleblowing Policy The Company has a Whistleblowing Policy for the Australian operations. The policy is designed to support and protect any employees who report non-compliant, suspicious or unethical conduct by other employees of the Group, regardless of seniority of those involved in the alleged conduct. The Whistleblowing Policy formalises the Company’s commitment to protect the confidentiality and position of employees wishing to raise serious matters that affect the integrity of the Company and Group. The Board reviews the Whistleblowing Policy regularly and processes are in place to promote and communicate the Whistleblowing Policy’s contents. The Whistleblowing Policy is available from the Company’s website or upon request from the Company Secretary. 7.6 Legal compliance training All senior management personnel are required to complete legal compliance training at least once every two years. The training covers such topics as: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) contract fundamentals; issues relating to the Trade Practices Act 1974; employment contracts, termination and redundancy; harassment and discrimination; workplace relations; occupational health and safety obligations; and corporate policies (including limits of authority and share trading). 7.7 Dealing in Company shares by directors and employees The Company has a Share Trading Policy Guide. It is the policy of the Company that directors and senior executives can only buy or sell shares in the Company in the six week period from (and including) the second business day following any price sensitive announcement including the half year and full year results, and the Annual General Meeting. Trading outside of this period can only be conducted with prior written approval, which will only be provided in certain exceptional circumstances. This policy is subject to the overall restriction that persons may at no time deal in any securities when they are in possession of price sensitive information. The policy is also applicable to all other employees of the Group. All directors have entered into written agreements to notify the Company Secretary when they buy or sell shares in the Company. In accordance with the provisions of the Corporations Act 2001 and the ASX Listing Rules, the Company Secretary advises the ASX of any transactions conducted by directors in shares in the Company. This information is also reported to the Board. Each senior executive is requested, on an annual basis, to provide information regarding the financial arrangements (including margin loans) attached to their personal holdings of shares in the Company. In addition, each senior executive has provided an undertaking to advise the Company Secretary of any subsequent change regarding the financial arrangements (including margin loans) attached to their personal holdings of shares. This information is reported to the Board. The policy prohibits employees from using derivatives or entering into transactions that operate, or are intended to operate, to limit the economic risk of unvested entitlements to shares, including unvested performance shares issued under the Group’s long term incentive scheme. The Share Trading Policy Guide is available from the Company’s website or upon request from the Company Secretary. 7 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 8. COMMUNICATION AND ENVIRONMENT 8.1 Continuous Disclosure Policy The Board provides shareholders with information using a comprehensive Continuous Disclosure Policy which includes identifying matters that may have a material effect on the price of the Company’s shares, notifying them to the ASX, posting them on the Company’s website, and issuing media releases. In summary, the Continuous Disclosure Policy operates as follows: (cid:120) the Chairman, Managing Director, Director Finance & Accounting and Company Secretary are responsible for interpreting the Continuous Disclosure Policy and where necessary informing the Board. The Company Secretary is responsible for all communications with the ASX. Such matters are advised to the ASX on the day they are identified and all senior executives must follow a set process, which involves monitoring all areas of the Group’s internal and external environment. The Company considers it has complied with all of its continuous disclosure obligations; the half year report contains summarised financial information and a review of the operations of the Group during the period. The report is sent to all shareholders (unless a shareholder has specifically requested not to receive the document); the annual report is distributed to all shareholders who have requested to receive a copy. The Board ensures that the annual report contains disclosures required by the Corporations Act 2001 and the ASX Listing Rules; the full texts of notices of meetings and associated explanatory material are placed on the Company’s website; the Chairman’s address is presented at the Annual General Meeting and subsequently distributed by mail to all shareholders; and notification is made to the ASX of any other significant matters regarding the Group in accordance with the ASX Listing Rules. (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) All of the above information, including that of the previous three years, is made available on the Group’s website within one day of public release. 8.2 Shareholders and the Annual General Meeting The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Group’s strategy and goals. Important issues are presented to shareholders as single resolutions and in plain English. Shareholders are requested to vote on the appointment and maximum aggregate amount of fees that may be paid to all non-executive directors, the granting of performance shares to the Managing Director and changes to the Constitution. The external auditor attends the Annual General Meeting to answer shareholder questions about the conduct of the audit and the preparation and content of the Independent Audit Report. The meeting is held in Sydney and shareholders can attend in person or send a proxy as their representative. Unless indisposed, all current directors and senior executives attend the meeting, along with the external auditor. A copy of the Constitution is available to any shareholder who requests it. 8.3 Environmental reporting system The Group’s operations are subject to various environmental regulations under Commonwealth, state or territory and other applicable legislation. The Group has an established environmental reporting system for its environmentally sensitive businesses, which monitors compliance with existing environmental regulations and new regulations as they are enacted. The recreational and other ancillary activities conducted by those businesses are subject to various licences and legislation issued under environmental laws that apply in each respective location. The Board has a responsibility to ensure that robust systems are in place to manage the assets in a sustainable and responsible manner and to ensure that the activities of each business are conducted in compliance with legislation. The reporting system is documented in a legal compliance manual and includes procedures to be followed should an incident occur which may adversely impact the environment. The directors are not aware of breaches of any applicable legislation during the year, which are material in nature, and have no reason to believe that any possible legal or remedial action would result in a material cost or loss to the Group. 9. DIVERSITY 9.1 Diversity in the workplace The Board is committed to an inclusive workplace that embraces and promotes diversity, including indigenous and disability employment, equal opportunity and women in management. The Board has delegated management of diversity to the Nomination and Remuneration Committee. The Nomination and Remuneration Committee will report to the Board and make recommendations as appropriate regarding diversity related measurable objectives and the formulation of a Diversity Policy. Progress against set diversity related targets will be included in the future annual reports. 8 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 9.2 Gender representation for the Board and senior executives The gender representation profile for the Board and senior executives is as follows: Board Other key management personnel Other senior executives Gender representation 30 June 2011 30 June 2010 Female (%) 14% 14% 23% Male (%) 86% 86% 77% Female (%) –% –% 26% Male (%) 100% 100% 74% The gender representation of the Group (for all employees) will be included in the future annual reports. 10. DIRECTORS’ QUALIFICATIONS AND ATTENDANCE AT MEETINGS 10.1 Directors’ qualifications, experience and independent status Alan Rydge Age 59. Non-executive Chairman, Board member since 1978, Chairman of the Board since 1980, Audit Committee member and Nomination and Remuneration Committee member. Experience A company director with 40-plus years experience in the film, hospitality, leisure and tourism industries. Joined the Greater Union group in 1971 and was formerly the Group Managing Director. Directorships Mr Rydge is also a director of the listed company, Carlton Investments Limited (appointed 1980, chairman since 1980). In addition, Mr Rydge is chairman of Alphoeb Pty Limited and Enbeear Pty Limited. Kenneth Chapman MB BS, FAICD, FAIM, AFRACMA Age 49. Independent non-executive director and Board member appointed 18 February 2010. Experience A company director with 20-plus years senior executive experience in the tourism area. Currently, chief executive officer of Skyrail-ITM and executive director of the Chapman group of companies. Directorships Mr Chapman held the following positions during the year: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) chairman of Far North Queensland Hospital Foundation; chairman of Far North Queensland Ports Corporation Limited; chairman of Skyrail Rainforest Foundation Limited; director of GFB Fisheries Limited; and director of various entities associated with the privately held Chapman group of companies. Anthony Clark AM, FCA, FAICD Age 72. Independent non-executive director, Board member since 1998, Audit Committee member and Nomination and Remuneration Committee member. Mr Clark is chairman of the Audit Committee and Nomination and Remuneration Committee and is the lead independent director. Experience A company director with 40-plus years accounting, audit, consulting and finance related experience. Mr Clark previously practised as a Chartered Accountant. Directorships Directorships of other listed companies, held during the last three years, include: (cid:120) (cid:120) (cid:120) In addition, Mr Clark was previously the deputy chairman of Tourism Australia (resigned December 2006). Carlton Investments Limited (appointed 2000); Ramsay Health Care Limited (appointed 1998); and Sphere Minerals Limited (appointed 2010). 9 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 10.1 Directors’ qualifications, experience and independent status (continued) Peter Coates AO Age 65. Independent non-executive director, Board member since 2009, Audit Committee member and Nomination and Remuneration Committee member. Experience A company director with 40-plus years senior executive experience in the mining and commodities industries. Mr Coates’ experience includes exposure to domestic and international business practices, mergers and acquisitions and the development of industry-leading workplace reporting and governance standards for numerous joint venture partnerships and companies listed in Australia and the United Kingdom. Former non- executive chairman of Xstrata Australia Pty Limited and chief executive of Xstrata Coal. Directorships Directorships of other listed companies, held during the last three years, include: (cid:120) (cid:120) (cid:120) (cid:120) Mr Coates was past chairman of the Minerals Council of Australia, the NSW Minerals Council and the Australian Coal Association. He was awarded the Australasian Institute of Mining and Metallurgy Medal in 2010. Downer EDI Limited (appointed 2008 and resigned 2009); Minara Resources Limited (appointed director and chairman 2008 and resigned 2011); Santos Limited (appointed director 2008 and chairman 2009); and Glencore International PLC (appointed 14 April 2011). Valerie Davies, FAICD Age 60. Independent non-executive director and Board member appointed 20 April 2011. Experience A company director with 20-plus years senior executive experience within the corporate communications area. Currently, managing director and principal of One.2.One Communications Pty Limited, a consultancy firm that specialises in strategic communication and issues management. Directorships Ms Davies is a director of HBF Health Limited, Miners’ Promise and The Youth Focus Foundation Pty Limited and has previously served on the boards of Iluka Resources Limited and Tourism Australia. Robert Graham BE Sydney, MBA Harvard, FAICD Age 74. Mr Graham resigned as a director on 20 April 2011. Prior to resignation, Mr Graham held the position of independent non-executive director and Board member, having been appointed in 1990, and Audit Committee member and Nomination and Remuneration Committee member. Experience A company director with 40-plus years experience as a management consultant and senior executive. Former group general manager and director of Consolidated Press Holdings Limited and managing director of Samuel Taylor. Directorships Mr Graham was a former director of the Australian Institute of Company Directors (1998 – 2001). Richard Newton BBus (Marketing), FAICD Age 51. Independent non-executive director and Board member since 2008. Experience A company director with 20-plus years senior executive experience in property investment and development, specifically in hotel operations. Directorships Mr Newton held the following positions during the year: (cid:120) (cid:120) (cid:120) (cid:120) chairman of Capricorn Village Joint Venture, WA; director of Carlton Football Club; director of Mobileworld Communications Pty Limited (resigned November 2009); and director of Selpam (Australia) Pty Limited (chairman since 2007) and a director of various companies wholly owned by Selpam (Australia) Pty Limited. David Seargeant Age 61. Managing Director, Board member since 2001 and appointed Managing Director in January 2002. Experience Managing Director with 30-plus years experience in the hospitality and leisure industries. Former managing director of the Rydges Hotels group (1988 - 2002) and the Greater Union group (2000 - 2002). Directorships Mr Seargeant is also a director of Tourism Training Australia. Explanation of abbreviations and degrees: AFRACMA Associate Fellow of The Royal Australasian College of Medical Administrators; AM Member in the Order of Australia; AO Officer in the Order of Australia; BBus (Marketing) Bachelor of Business (Marketing); BE Sydney Bachelor of Engineering, The University of Sydney; FAICD Fellow of the Australian Institute of Company Directors; FAIM Fellow of the Australian Institute of Management; FCA Fellow of The Institute of Chartered Accountants in Australia; MBA Harvard Master of Business Administration, Harvard University; and MB BS Bachelor of Medicine and Bachelor of Surgery. 10 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 10.2 Directors’ attendance at meetings The number of directors’ meetings (including meetings of committees of directors) and the number of meetings attended by each of the directors of the Company during the financial year are: Directors’ meetings Audit Committee meetings Nomination and Remuneration Committee meetings Entitled to attend Attended 9 9 9 9 1 8 9 9 9 9 9 9 1 8 9 9 Entitled to attend 4 – 4 3 – 3 – 4 Attended Entitled to attend 4 – 4 3 – 3 – 4 4 – 4 3 – 3 – 4 Attended 4 – 4 3 – 3 – 4 AG Rydge KG Chapman AJ Clark PR Coates (a) VA Davies (b) RM Graham (c) RG Newton DC Seargeant (d) (a) (b) (c) (d) PR Coates was appointed to the Audit Committee and Nomination and Remuneration Committee on 19 August 2010. VA Davies was appointed 20 April 2011. RM Graham resigned 20 April 2011. Attended Audit Committee and Nomination and Remuneration Committee meetings by invitation. During the financial year, directors also visited various sites to improve their understanding of the Group’s site locations and operations. 11. RECOMMENDATIONS Recommendation 1.1 Recommendation 1.2 Recommendation 1.3 Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions. Companies should disclose the process for evaluating the performance of senior executives. Companies should provide the information indicated in the Guide to reporting on Principle 1. Guide to reporting on Principle 1 The following material should be included in the corporate governance statement in the annual report: (cid:120) an explanation of any departure from Recommendations 1.1, 1.2 or 1.3; and whether a performance evaluation for senior executives has taken place in the reporting period and whether it was in accordance with the process disclosed. (cid:120) A statement of matters reserved for the board, or the board charter or the statement of areas of delegated authority to senior executives should be made publicly available, ideally by posting it to the company’s website in a clearly marked corporate governance section. Recommendation 2.1 A majority of the board should be independent directors. Recommendation 2.2 The chair should be an independent director. Recommendation 2.3 The roles of chair and chief executive officer should not be exercised by the same individual. Recommendation 2.4 The board should establish a nomination committee. Recommendation 2.5 Companies should disclose the process for evaluating the performance of the board, its committees and individual directors. 11 Amalgamated Holdings Limited – Annual Report 2011 Reference Comply 3.1 6.2 – 6.2 3.1 3.3, 10.1 3.5, 10.1 3.3 3.2 6.1 Yes Yes Not applicable Yes Yes Yes No Yes Yes Yes C O R P O R A T E G O V E R N A N C E S T A T E M E N T 11. RECOMMENDATIONS (continued) Reference Comply Recommendation 2.6 Companies should provide the information indicated in the Guide to reporting on Principle 2. Guide to reporting on Principle 2 The following material should be included in the corporate governance statement in the annual report: (cid:120) the skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report; the names of the directors considered by the board to constitute independent directors and the company’s materiality thresholds; the existence of any of the relationships affecting the independent status of a director and an explanation of why the board considers a director to be independent, notwithstanding the existence of those relationships; a statement as to whether there is a procedure agreed by the board for directors to take independent professional advice at the expense of the company; a statement as to the mix of skills and diversity for which the board of directors is looking to achieve in membership of the board; the period of office held by each director in office at the date of the annual report; the names of members of the nomination committee and their attendance at meetings of the committee, or where a company does not have a nomination committee, how the functions of a nomination committee are carried out; whether a performance evaluation for the board, its committees and directors has taken place in the reporting period and whether it was in accordance with the process disclosed; and an explanation of any departures from Recommendations 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6. (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) The following material should be made publicly available, ideally by posting it to the company’s website in a clearly marked corporate governance section: (cid:120) a description of the procedure for the selection and appointment of new directors and the re-election of incumbent directors; the charter of the nomination committee or a summary of the role, rights, responsibilities and membership requirements that committee; and the board’s policy for the nomination and appointment of directors. (cid:120) (cid:120) for Companies should establish a code of conduct and disclose the code or a summary of the code as to: (cid:120) the practices necessary to maintain confidence in the company’s integrity; the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. (cid:120) (cid:120) 3.3, 10.1 3.4, 10.1 3.4 3.8 3.3 10.1 5.2, 10.2 6.1 3.3, 3.4, 3.5 3.3 5.1, 5.2 3.3 7.4, 7.5 Yes Yes Yes Yes Not yet applicable Yes Yes Yes Yes Yes Yes Yes Yes Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them. Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them. Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board. 9.1, 9.2 Not yet applicable 9.1, 9.2 Not yet applicable 9.1, 9.2 Not yet applicable Recommendation 3.1 Recommendation 3.2 Recommendation 3.3 Recommendation 3.4 12 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 11. RECOMMENDATIONS (continued) Reference Comply Recommendation 3.5 Companies should provide the information indicated in the Guide to reporting on Principle 3. Guide to reporting on Principle 3 An explanation of any departure from Recommendations 3.1, 3.2, 3.3, 3.4 or 3.5 should be included in the corporate governance statement in the annual report. The following material should be made publicly available, ideally by posting it to the company’s website in a clearly marked corporate governance section: (cid:120) (cid:120) any applicable code of conduct or a summary; and the diversity policy or a summary of its main provisions. Recommendation 4.1 The board should establish an audit committee. Recommendation 4.2 The audit committee should be structured so that it: consists only of non-executive directors; (cid:120) consists of a majority of independent directors; (cid:120) is chaired by an independent chair, who is not chair of the board; and (cid:120) has at least three members. (cid:120) – Not applicable 7.4 9.1, 9.2 Yes Not yet applicable 3.2, 4.1, 4.2 4.2 Yes Yes Recommendation 4.3 The audit committee should have a formal charter. 4.1 Yes Recommendation 4.4 Companies should provide the information indicated in the Guide to reporting on Principle 4. Guide to reporting on Principle 4 The following material should be included in the corporate governance statement in the annual report: (cid:120) the names and qualifications of those appointed to the audit committee and their attendance at meetings of the committee, or, where a company does not have an audit committee, how the functions of an audit committee are carried out; the number of meetings of the audit committee; and explanation of any departures from Recommendations 4.1, 4.2, 4.3 or 4.4. (cid:120) (cid:120) The following material should be made publicly available, ideally by posting it to the company’s website in a clearly marked corporate governance section: (cid:120) (cid:120) the audit committee charter; and information on procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners. Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies. Recommendation 5.1 Recommendation 5.2 Companies should provide the information indicated in the Guide to reporting on Principle 5. 4.2, 10.1, 10.2 Yes 4.2, 10.2 – Yes Not applicable 4.1 4.1 8.1 Yes Yes Yes Guide to reporting on Principle 5 An explanation of any departures from Recommendations 5.1 or 5.2 should be included in the corporate governance statement in the annual report. The policies or a summary of those policies designed to guide compliance with Listing Rule disclosure requirements should be made publicly available, ideally by posting them to the company’s website in a clearly marked corporate governance section. – Not applicable 8.1 Yes 13 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 11. RECOMMENDATIONS (continued) Recommendation 6.1 Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy. Recommendation 6.2 Companies should provide the information indicated in the Guide to reporting on Principle 6. Reference 8.1, 8.2 Comply Yes Guide to reporting on Principle 6 An explanation of any departure from Recommendations 6.1 or 6.2 should be included in the corporate governance statement in the annual report. – Not applicable Recommendation 7.1 Recommendation 7.2 Recommendation 7.3 The company should describe how its shareholders publicly, ideally by posting this information on the company’s website in a clearly marked corporate governance section. it will communicate with 8.1, 8.2 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies. 7.1 The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks. The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Yes Yes Yes 3.1, 4.1, 7.1, 7.2, 7.3 7.2 Yes Recommendation 7.4 Companies should provide the information indicated in the Guide to reporting on Principle 7. Guide to reporting on Principle 7 The following material should be included in the corporate governance statement in the annual report: (cid:120) explanation of any departures from Recommendations 7.1, 7.2, 7.3 or 7.4; whether the board has received the report from management under Recommendation 7.2; and whether the board has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) under Recommendation 7.3. (cid:120) (cid:120) – 7.1 7.2 The following material should be made publicly available, ideally by posting it to the company’s website in a clearly marked corporate governance section: (cid:120) a summary of the company’s policies on risk oversight and management of material business risks. 7.1 Recommendation 8.1 The board should establish a remuneration committee. Recommendation 8.2 The remuneration committee should be structured so that it: consists of a majority of independent directors; (cid:120) is chaired by an independent chair; and (cid:120) has at least three members. (cid:120) 3.2, 5.1, 5.2 5.2 Not applicable Yes Yes Yes Yes Yes Recommendation 8.3 Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives. 6.1, 6.2 Yes 14 Amalgamated Holdings Limited – Annual Report 2011 C O R P O R A T E G O V E R N A N C E S T A T E M E N T 11. RECOMMENDATIONS (continued) Reference Comply Recommendation 8.4 Companies should provide the information indicated in the Guide to reporting on Principle 8. Guide to reporting on Principle 8 The following material or a clear cross-reference to the location of the material should be included in the corporate governance statement in the annual report: (cid:120) the names of the members of the remuneration committee and their attendance at meetings of the committee, or where a company does not have a remuneration committee, how the functions of a remuneration committee are carried out; the existence and terms of any schemes for retirement benefits, other than superannuation, for non-executive directors; and an explanation of any departures from Recommendations 8.1, 8.2, 8.3 or 8.4. (cid:120) (cid:120) The following material should be made publicly available, ideally by posting it to the company’s website in a clearly marked corporate governance section: (cid:120) the charter of the remuneration committee or a summary of the role, that rights, responsibilities and membership requirements committee; and a summary of the company’s policy on prohibiting entering into transactions in associated products which limit the economic risk of participating in unvested entitlements under any equity-based remuneration schemes. for (cid:120) 5.2, 10.1, 10.2 Yes 3.9, 6.1 Yes – Not applicable 5.1, 5.2 7.7 Yes Yes 15 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T The directors present their report together with the financial report of Amalgamated Holdings Limited, being the Company and its controlled entities (“Group”), for the year ended 30 June 2011 and the auditor’s report thereon. DIRECTORS The directors of the Company in office at any time during or since the end of the year are: Mr AG Rydge (Chairman) Director since 1978 Mr AJ Clark (lead independent director) Director since 1998 Mr KG Chapman Director since 2010 Mr PR Coates Director since 2009 Ms VA Davies Appointed 20 April 2011 Mr RG Newton Director since 2008 Mr DC Seargeant (Managing Director) Director since 2001 and Managing Director since 2002 Mr RM Graham was a director since 1990 and resigned 20 April 2011. Particulars of the qualifications, experience and independence status of each director, as at the date of this report, are set out within the Corporate Governance Statement included within the Annual Report. DIRECTORS’ MEETINGS The number of directors’ meetings (including meetings of committees of directors) and the number of meetings attended by each of the directors of the Company during the financial year has been disclosed within the Corporate Governance Statement included within the Annual Report. COMPANY SECRETARY Mr GC Dean CA, ACIS was appointed to the position of Company Secretary for Amalgamated Holdings Limited in December 2002. GC Dean was Accounting Manager for the Company (2001 – 2002) and was previously employed by an international mining corporation and a regional accounting practice. GC Dean is a Chartered Accountant and a member of Chartered Secretaries Australia. PRINCIPAL ACTIVITIES The principal activities of the Group during the course of the year were: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) motion picture exhibition; operation of hotels, resorts, bars and restaurants; ownership of cinema, drive-in and hotel properties; ownership and operation of Thredbo Alpine Resort; ownership and operation of Featherdale Wildlife Park; ownership and operation of the State Theatre, Sydney; ownership of investment properties, including office and retail properties; property development activities; supply of film processing and cinema equipment; and investment in shares in listed and unlisted companies. There were no significant changes in the nature of the activities of the Group during the year. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS The significant change in the state of affairs of the Group during the year included the sale of the Group’s 49% share in an associate, MAF Greater Union LLC. The consideration from the sale was $78,583,000 and the profit on the sale was $60,318,000. 16 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T OPERATING AND FINANCIAL REVIEW Overview of the Group The normalised result before individually significant items and income tax expense was $102,305,000 (2010: $118,250,000), a decrease of $15,945,000 or 13.5% on the prior year result. Net profit was $139,831,000 (2010: $98,772,000), an increase of $41,059,000 or 41.6% above the prior year result. A summary of the normalised result is outlined below: 2011 Normalised result * $’000 Discontinued operations $’000 Individually significant items $’000 2010 Total $’000 Normalised result * $’000 Discontinued operations $’000 Individually significant items $’000 Entertainment Australia New Zealand Germany United Arab Emirates Hospitality & Leisure Hotels Thredbo Alpine Resort Leisure and Attractions Entertainment Technology Technology Property and Other Investments Available-for-sale investments Property Unallocated revenues and expenses Finance revenue Finance costs Income tax expense ^ Net profit 46,553 2,279 15,627 – 28,221 15,168 2,842 892 446 5,060 (14,952) 102,136 4,393 (4,224) 102,305 (30,252) 72,053 – – – 1,964 – – – 60,318 – – – – – – – 1,964 – – 1,964 – 1,964 – – – – – 7,851 – 68,169 – – 68,169 (2,355) 65,814 46,553 2,279 15,627 62,282 28,221 15,168 2,842 52,979 694 30,166 – 27,776 15,046 2,424 892 1,780 446 12,911 (14,952) 172,269 4,393 (4,224) 172,438 (32,607) 139,831 428 4,135 (13,431) 121,997 858 (4,605) 118,250 (35,705) 82,545 – – – 9,005 – – – – – – – 9,005 – – 9,005 – 9,005 * Normalised result is profit/(loss) before individually significant items, discontinued operations, non-controlling interest and income tax. ^ There was no income tax applicable to discontinued operations. An analysis of the last five years is outlined below: Total $’000 56,241 694 28,951 9,005 21,976 15,046 2,424 3,262 – (1,215) – (5,800) – – – 1,780 – 12,942 – 9,189 – – 9,189 (1,967) 7,222 428 17,077 (13,431) 140,191 858 (4,605) 136,444 (37,672) 98,772 Total revenue and other income ($’000) Net profit ^ ($’000) Basic earnings per share (cents) Dividends declared * ($’000) Dividends per share (cents) Special dividend per share (cents) 2011 2010 2009 2008 2007 784,949 139,831 87.7 65,518 37 4 812,840 98,772 66.4 58,522 37 – 712,311 69,483 48.2 41,727 32 – 619,028 99,369 77.3 38,738 30 – 628,905 82,195 64.6 35,854 28 – ^ Net profit after individually significant items, net finance revenue/costs, non-controlling interest and income tax. * Includes the interim dividend paid and the final and special dividends declared in relation to the financial year ended 30 June 2011. 17 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T Overview of the Group (continued) Individually significant items included the following: Profit on sale of interest in United Arab Emirates cinema exhibition operations – MAF Greater Union LLC Development gain on valuation and reclassification to an investment property of the redeveloped Canberra Civic property Profit on the sale of developed residential land lots from the Bass Hill Drive-in development land bank Reversal of prior years’ impairment write-downs of plant and equipment at certain cinema sites in Germany Impairment write-downs of freehold land and buildings Impairment write-downs of plant and equipment arising from the planned redevelopment of the Gowings and State Theatre office buildings in Sydney Provision for onerous contract relating to the lease of a closed cinema site in Germany Share of reversal of prior years’ impairment write-downs of plant and equipment in a jointly controlled entity Total individually significant items before income tax expense 2011 $’000 60,318 2,251 5,600 – – – – – 68,169 2010 $’000 – 10,163 8,304 986 (5,800) (5,525) (2,201) 3,262 9,189 Investments The Group acquired property, plant and equipment totalling $83,622,000 during the year. The acquisitions were primarily attributable to the purchase of Rydges Albury, the outstanding 75% share in Rydges Rotorua, general routine and redevelopment capital expenditure, the expansion of the existing cinema circuits, refurbishment requirements for the cinemas, hotels and resorts and the infrastructure and operational requirements for the Thredbo Alpine Resort. Acquisitions exclude capital expenditure incurred through partnership activities. Capital structure Cash and term deposits at 30 June 2011 totalled $115,581,000 and total debt outstanding was $47,438,000. Treasury policy The Group manages interest rate risk in accordance with a Board approved policy covering the types of instruments, range of protection and duration of instruments. The financial instruments cover interest rate swaps and forward rate agreements. Maturities of these instruments are up to a maximum of five years. Interest rate swaps and forward rate agreements allow the Group to raise long term borrowings at floating rates and swap a portion of those borrowings into fixed rates. The approved range of interest rate cover is based on the projected debt levels for each currency and reduced for each future year. The Group currently hedges interest bearing debt in Australian dollars and New Zealand dollars with cover at 30 June 2011 extending to March 2012 in Australian dollars and to September 2011 in New Zealand dollars. At 30 June 2011, due to the low level of Group debt, the Group had only 17% (2010: 20%) of debt hedged. Liquidity and funding (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) The Group’s secured bank debt facilities comprise the following: A$160,000,000 revolving multi-currency loan facility; A$70,000,000 cash advance facility; A$38,750,000 credit support facility (for the issue of letters of credit and bank guarantees);and a total of A$5,050,000 in overdraft limits to support its transactional banking facilities. The above facilities mature on 10 July 2012. Refinancing of bank facilities will be undertaken prior to 30 June 2012. These current facilities are supported by interlocking guarantees from most Group entities and are secured by specific property mortgages. Debt drawn under these facilities bears interest at the relevant inter-bank benchmark reference rate plus a margin of between 0.45% and 0.90% per annum. At 30 June 2011, the Group had drawn $46,321,000 (2010: $40,624,000) under the debt facilities, of which 17% (2010: 20%) was subject to interest rate swaps used for hedging. In addition to the above facilities, wholly owned subsidiaries in Germany have a working capital facility totalling €9,000,000 (A$12,154,000), secured by a letter of credit and bank guarantees drawn under the credit support facility in Australia. Debt drawn under this facility bears interest at the relevant inter- bank benchmark reference rate plus a margin of 0.80% per annum. This facility is subject to annual review. At 30 June 2011, the Group had no debt drawn under this facility (2010: $nil). During the year to 30 June 2011, a wholly owned subsidiary in Germany had a property finance lease which was fully paid by period end (2010: A$3,934,000 outstanding). This lease bore interest at the relevant inter-bank benchmark reference rate plus a margin of 1.75% per annum. Cash flows from operations Operating net cash inflows increased to $139,727,000 from $136,586,000 in the prior year to 30 June 2010. Lower trading cash flows, particularly in the Cinema Exhibition Australia and Germany segments, were more than offset by preliminary refunds of disputed value added tax in Germany, the receipt of proceeds from Bass Hill land lot sales recognised in the prior year and other positive working capital movements. Impact of legislation and other external requirements There were no changes in environmental or other legislative requirements during the year that have significantly impacted the results of operations of the Group. 18 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T REVIEW OF OPERATIONS BY DIVISION ENTERTAINMENT Cinema Exhibition – Australia As at 30 June Cinema locations * Cinema screens * 2011 55 479 2010 55 473 Movement – 6 * Managed and joint venture cinema sites (excludes Moonlight Cinema sites and screens). The normalised profit before interest and income tax expense was $46,553,000, a decrease of $6,426,000 on the prior year result. The Australian cinema circuit experienced weaker trading conditions, recording a 4.8% decline in Box Office. This decline was primarily due to disappointing December/January trading which was down on the prior comparable period by 17.8%. The prior year included the record breaking performance of Avatar. The full year result included standout results from Harry Potter and the Deathly Hollows – Part 1 and Inception, with both achieving in excess of $35 million at the Australian Box Office. Other major contributors included The Twilight Saga: Eclipse, Toy Story 3, The King’s Speech and The Hangover Part II, all achieving in excess of $30 million. The Group continued to expand its digital footprint and capitalise on the increasing number of titles released in 3D. Over the year, 167 additional digital projectors were installed across the circuit, taking the total number of digital projectors to 282, representing 59% of the total circuit and the largest deployment of any exhibitor within Australia. Merchandising revenue continued to grow with a 6.1% improvement in revenue per admission over the prior year. This growth was driven by the continued rollout of the successful self serve Scoop Alley candy bar concept and the ongoing success of the Gold Class cinema experience. The Group continued to expand its successful big screen, big seat Vmax concept, with nine traditional auditoriums being converted to the Vmax concept. This takes the total number of Vmax screens on the circuit to 23. In addition, the Group opened a new eight-screen cinema at the Top Ryde City shopping complex in north-western Sydney. The Top Ryde site is an Event Cinema and includes one Vmax and seven traditional auditoriums. On 28 July 2010, the Group completed the purchase of the Moonlight Cinema business for $1,750,000. During the year, the Moonlight Cinema business operated in five locations: Sydney, Melbourne, Adelaide, Brisbane, and Perth. An additional seasonal Moonlight Cinema site opened at Port Douglas in July 2011. In January 2011, the Group closed the two-screen Mosman cinema complex located in Sydney. The Group owns the freehold land and building and opportunities relating to the development of the site are currently being reviewed. The contribution from the Group’s 50% interest in the Village managed circuit in Victoria decreased by 11.8% over the prior comparable year. The decline was similarly due to the soft film line-up over the December/January period. Cinema Exhibition – New Zealand As at 30 June Cinema locations * Cinema screens * * Managed and joint venture cinema sites. 2011 18 129 2010 19 132 Movement (1) (3) The normalised profit before interest and income tax expense was $2,279,000. The New Zealand cinema business was acquired in February 2010 and the prior year reflects only the result from the date of acquisition. The total Box Office for all exhibitors in New Zealand was $158 million and was 11.0% below the Box Office for the previous full year comparable period. The top five grossing films were: Inception, Harry Potter and the Deathly Hollows – Part 1, Toy Story 3, The Twilight Saga: Eclipse and The King’s Speech. The prior year included the record breaking performance of Avatar and the very successful local production, Boy. Merchandising spend per head grew by 3.8% due predominately to the refurbishment of candy bars at two flagship locations and the continued focus on value-priced combos and promotions. 19 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T Cinema Exhibition – New Zealand (continued) Other revenue increased due to various initiatives, including the introduction of an online booking fee, new sponsorship arrangements, and additional advertising activities. It is expected that revenues from these initiatives will increase further as they continue to gather momentum. Capital expenditure projects during the year included the refurbishment of two flagship cinema sites, Queen Street and St Lukes, and an additional 41 digital 3D capable projectors and screens. The additional screens increase the coverage to more than 40% of the total circuit. The Fijian joint venture cinema business contributed an equity accounted result of $677,000. Cinema Exhibition – Germany As at 30 June Cinema locations * Cinema screens * * Managed and joint venture cinema sites. 2011 60 455 2010 62 464 Movement (2) (9) The normalised profit before interest and income tax expense was $15,627,000, a decrease of $14,539,000 on the prior year result. After a poor first half of the year, which suffered from a lack of compelling film product, extremely poor weather conditions during December 2010 and the negative impact of the Football World Cup in July 2010, the circuit experienced a strong finish to the financial year. Trading over the last four months of the financial year showed greatly improved results over the previous financial year, with June 2011 showing a significantly better trading result due to the impact of the Football World Cup in the prior year. Box Office decreased 10.5% over what was a very strong prior year. Admissions experienced a decline of 14.4%, with average admission price showing an increase of 4.7%. This increase in average admission price was driven partly by the additional surcharge on 3D admissions. The German circuit currently has 3D capability for 96 screens at 49 sites. The top performing films at the German Box Office for the financial year were Harry Potter and the Deathly Hollows – Part 1, Pirates of the Caribbean: On Stranger Tides, Tangled, The Hangover Part II, The Twilight Saga: Eclipse and the German productions Kokowääh and Konferenz der Tiere. German films contributed 10.6% of the Box Office compared with 18% in the prior year. Live broadcasts of The Metropolitan Opera again proved popular, with broadcasts expanding from seven to 20 sites. Also during the year, the Event brand was introduced and replaced the IMAX brand at the Sony Centre site in Berlin. The strengthening of the Australian dollar against the Euro continued to have a negative impact on the result when translated to Australian dollars. The average month end A$/Euro exchange rate for the financial year to 30 June 2011 was 72.7 cents against 63.9 cents for the prior financial year. As noted in the Group’s financial report in Note 32 – Contingent Assets and Liabilities, German controlled and joint venture entities have had a long running dispute with local tax authorities over the level of value added tax paid on a number of food products sold. In March 2011, the European Court of Justice ruled in favour of the arguments presented by a competitor on a similar issue. A favourable outcome to this dispute was considered probable at 30 June 2011; however, not virtually certain due to an outstanding German court decision. A contingent asset exists at 30 June 2011 amounting to $20,483,000. This amount relates to disputed value added tax, totalling $18,921,000, provided for or paid by German controlled and joint venture entities plus potential interest receivable thereon of $1,562,000. Subsequent to balance date, the German Federal Fiscal Court delivered its decision on the competitor’s case, which was consistent with the earlier decision by the European Court of Justice. Barring any unforeseen circumstances, it is expected that this contingent asset will be recognised as income in the financial year to 30 June 2012. Refer also Note 41 – Events Subsequent to Reporting Date. Cinema Exhibition – United Arab Emirates The Groups’ 49% interest in the Middle East cinema business was sold during the period to joint venture partner, the Majid Al Futtaim Group, for AED283 million (A$78.6 million). The earnings received for the period prior to the sale were $1,964,000 and the profit on sale was $60,318,000. HOSPITALITY AND LEISURE Rydges Hotels and Resorts As at 30 June Locations * Rooms * * Owned and managed hotels. 2011 45 8,189 2010 41 7,528 Movement 4 661 The normalised profit before interest and income tax expense was $28,221,000, an increase of $445,000 on the prior year result. Occupancy in the Group’s owned hotels was 75.1%, with an increase in average room rate of 3.2%. The majority of the Group’s city-based hotels produced strong profit growth, driven primarily by a resurgent corporate travel market. This was particularly the case in Sydney, Brisbane and Perth. 20 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T Rydges Hotels and Resorts (continued) Growth from the corporate segment was partially offset by softening demand from the leisure market, which has been impacted by weaker consumer confidence. Softer leisure demand had the greatest impact in the Queensland resort destinations, which were also buffeted by the after effects of Cyclone Yasi and the Queensland floods during the peak January holiday season. Similar trading conditions also prevailed in New Zealand, with pleasing results from the Group’s city-based hotels, offset by some softening from inbound and domestic leisure travel. The Group responded to these market conditions by maximising rate growth opportunities arising from strong corporate demand, whilst driving volume from the key leisure segments via high value promotional offers. Costs associated with the launch of the QT brand on the Gold Coast also had a one off impact on the result. The Group’s focus on driving an increased volume of business online through www.rydges.com and the expansion of the Rydges PriorityGuest program continues. Almost 300,000 room nights were booked via these channels, with an average rate increase of 7.6%. A mobile booking platform, Pocket Hotel, was also launched during the year. Four significant management contracts were secured during the year. Rydges Wellington (formally Holiday Inn) and the Reef House Resort & Spa Palm Cove (formally Sebel) joined the Group in March, followed by two properties located opposite Darwin Airport in June. In addition, the Group acquired Rydges Albury in March 2011 and moved to 100% ownership of Rydges Rotorua, effective from December 2010. The earthquake that hit Christchurch in February 2011 resulted in the closure of the Group’s leased hotel in that city. The hotel had appropriate insurance in place and it is not expected to reopen before mid 2012. Thredbo Alpine Resort The normalised profit before interest and income tax expense was $15,168,000, an increase of $122,000 on the prior year result. Thredbo experienced solid trading despite inconsistent natural snow conditions during July and early August 2010. From mid August 2010, the region experienced near record snowfalls, resulting in ideal snow and weather conditions from September until the end of the 2010 ski season. Thredbo achieved some 395,000 skier days during the period, an increase of 7.2% above the prior year and the best result recorded in the last six years. Thredbo continues to maintain a focus on summer activities and events. These include the Snowy Ride and Blues and Jazz Festivals which have assisted in drawing visitors to the Alpine area and building Thredbo as a year-round destination. The final month of the year, and the beginning of the 2012 season, showed encouraging signs due to a combination of good natural and man-made snow. These conditions supported the best June result in the last five seasons. The near record snowfalls continued into July; however, the NSW resorts also experienced extreme wind and blizzard events during the peak NSW school holiday period, partially offsetting some of the gain which would normally be expected from the encouraging early snowfalls. Leisure and Attractions The normalised profit before interest and income tax expense was $2,842,000, an increase of $418,000 on the prior year result. The Featherdale result increased by 4% over the prior year, and was a commendable result given the continued weakness in the inbound tourist market. An increased number of performances held at the State Theatre resulted in significantly improved trading conditions compared to the prior year. In addition, the result benefited from an increased focus on payroll costs and house expenses during the year. ENTERTAINMENT TECHNOLOGY The normalised profit before interest and income tax expense was $892,000, a decrease of $888,000 on the prior year result. The result was impacted by a reduced profit from the Filmlab business, with the exhibition industry moving from 35mm film to digital projection. In addition, there were costs incurred with the establishment of a digital production studio. STRATEGIC INVESTMENTS Property The normalised profit before interest and income tax expense was $5,060,000, an increase of $925,000 on the prior year result. Contributing to the improved result was the first full year of rental income from the commercial office development at the former cinema site in Canberra Civic. The result also includes a fair value increment of $438,000 on the revaluation of the Group’s investment properties compared to a fair value increment of $275,000 in the prior year. Sales at the residential subdivision of the Bass Hill Drive-in site are pleasing, with a further 29 lots sold and eight unconditional contracts exchanged during the year. A profit of $5,600,000 has been booked as an individually significant item in relation to these sales. Of the total of 102 lots, only 13 remain unsold or not subject to unconditional contracts as at 30 June 2011. 21 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T STRATEGIC PLANS BY DIVISION The Group’s strategic plan, which includes future expansion, will depend on industry, economic and political conditions, the potential impact of global events, the future financial performance and available capital, the competitive environment, evolving customer needs and trends, and the availability of attractive opportunities. It is likely that the Group’s strategies will continue to evolve and change in response to these and other factors, and there can be no absolute assurance that these current strategies, as detailed below, will be achieved. ENTERTAINMENT The strategic plans for Entertainment are applicable to both the domestic and international cinema businesses. Cinema Exhibition – domestic and international Enhancing the customer experience Whilst the Group has no control over the general audience appeal of available films, providing consumers with a demonstrably superior experience in the cinema to that which can be achieved in the home, is a central strategic platform. To provide this enhanced cinema experience, the Group will pursue the following strategies: (cid:120) (cid:120) (cid:120) continued refurbishment of existing cinemas and expansion of the number of cinemas with the Event Cinema brand; expansion of the Gold Class cinema concept to certain cinema locations within the Australian domestic circuit; expansion of the Vmax cinema concept which provides the ultimate big screen cinema experience through larger screens and seats than a traditional auditorium; continued improvement of food and beverage outlets within the cinemas to maximise food and beverage revenue opportunities; continued expansion of the 3D digital footprint within the Australian domestic circuit to ensure all regions have access to the release of 3D titles; and enhanced customer communication and ticketing through online applications. (cid:120) (cid:120) (cid:120) Maximising returns from existing locations The cinema exhibition markets in Australia, and those international locations in which the Group currently operates, are considered to be mature markets with limited growth and expansion opportunity. The Group anticipates achieving growth primarily through further expansion of the premium cinema concepts of Gold Class and Vmax and building higher frequency through loyalty programs. Rationalising under-performing cinema sites The Group will continue to pursue the policy of rationalising under-performing cinema sites. All sites, in all territories, are reviewed periodically and, where it is assessed that there is limited profit or potential for performance turnaround, an exit strategy is formulated. Where the site (or group of sites) is subject to long term leases, the exit strategy may be over a protracted period of time. Industry developments The Group believes that there are certain current issues pertaining to the industry that have the capacity to impact the strategic plans and future direction of the cinema operations. The Group will continue to monitor developments in relation to the following issues: (cid:120) (cid:120) (cid:120) (cid:120) increase in capital expenditure resulting from the deployment a digital platform for film exhibition; alternative film delivery methods and the rise in popularity of other forms of entertainment (including DVD ownership and the increase of home entertainment systems); shortening of the release window of film to DVD; and increase in unauthorised recording (piracy) of audio and visual recordings for commercial sale. HOSPITALITY AND LEISURE Rydges Hotels and Resorts Enhancing the guest experience The Group will continue to provide hotel guests with quality 4 star accommodation that consistently delivers a product and service that meets or exceeds guest expectations. To provide this, the Group will continue to pursue the following strategies: (cid:120) constant focus on innovative and dynamic recruitment and training practices to ensure talented and dynamic people are attracted to work in Rydges Hotels; (cid:120) maintenance of all hotels at 4 star standard and when required, rejuvenation of key areas of hotels to ensure Rydges’ reputation continues to be enhanced; specific focus on creating stand out food and beverage experiences that build incremental spend and enhance each hotel’s reputation; and (cid:120) (cid:120) maintenance of a leadership position in the online distribution and booking capabilities for guests. The Rydges PriorityGuest program and the sales and revenue structure are important support functions for the online strategy. QT Hotels and Resorts (cid:120) The Group has recognised a market opportunity in the 4.5 star design hotel segment. This segment presents far greater opportunities for the level of average room rate with the level of operating costs not significantly greater than the 4.0 star segment of the Rydges brand. The segment requires an innovative approach to the operation of the hotel restaurant bar and again these operate at a higher margin level. The Group will own and operate an initial core of 3 – 4 hotels and then seek further expansion largely through managed opportunities. (cid:120) (cid:120) 22 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T Increasing the number of hotel rooms The Group will continue to seek opportunities for future growth through gaining of new hotel management agreements and freehold acquisitions. Maximising returns from existing locations The Group anticipates achieving continuing improvements in results through growth in market share and initiatives that drive increased spend and capture rates in all hotels. Thredbo Alpine Resort – Kosciuszko Thredbo Premier holiday destination The key strategy for the Thredbo Alpine Resort is to maintain the facility as one of the premier Australian holiday destinations. This strategy includes: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) continuing to ensure the popularity, high-quality and ambience of the winter-time resort facility; enhancing snow making automation to minimise risks in poor seasons; increasing the summer and shoulder visitations by both leisure and conference guests; staging special events that help to promote the Resort; and ensuring that the environmental integrity of the Resort is maintained and, where possible, improved. Maximising returns from existing facility The Group anticipates that the Resort will achieve growth through shoulder periods, summer revenue and cost improvements, increased visitation and increased occupancy rates. ENTERTAINMENT TECHNOLOGY The strategic plans for Entertainment Technology are applicable to each of the technology businesses. Edge Digital Technology and Filmlab Maintaining pace with technological advances The Group will continue to build knowledge in relation to evolving cinema systems, and in particular digital projection systems. Maximising returns from existing businesses The Group is focussing on restructuring business processes to reduce the level of operating costs of the existing business and ensuring the appropriate structures are in place for the rollout of the digital platform. Industry developments The Group expects that a digital platform will replace the current 35mm film release printing process over the next one to three years. The Group is assessing potential income streams from digital content delivery platforms, including alternate content distribution. STRATEGIC INVESTMENTS Property Maximising returns from existing investment The Group has a number of property assets that it intends to redevelop over time. The timing of these redevelopments is dependent on the type of use and stage of the property cycle. DIVIDENDS Dividends paid or declared by the Company since the end of the previous year were: Type Declared and paid during the year Final 2010 dividend Interim 2011 dividend Declared after the end of the year Final 2011 dividend Special dividend Per share Cents Total amount $’000 Date of payment Tax rate for franking credit 23 14 23 4 36,615 22,372 58,987 36,754 6,392 16 September 2010 24 March 2011 22 September 2011 22 September 2011 30% 30% 30% 30% All the dividends paid or declared by the Company since the end of the previous year were 100% franked. REMUNERATION REPORT The Remuneration Report, which forms part of the Directors’ Report, is set out on pages 26 to 36 and has been audited as required by section 308(3C) of the Corporations Act 2001. 23 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T EVENTS SUBSEQUENT TO REPORTING DATE Subsequent to 30 June 2011, the German Federal Fiscal Court issued a ruling in favour of a competitor on a matter that is similar in nature to various disputes with Group controlled and joint venture entities and the German tax authorities. Although this Court ruling is only binding for the parties to the case, barring any unforeseen circumstances, it is expected that Group controlled and joint venture entities will also be able to obtain favourable outcomes to their disputes and the related contingent asset at 30 June 2011 totalling $20,483,000 will be recognised as income in the financial year to 30 June 2012. Note 32 – Contingent Assets and Liabilities provides additional information in relation to this matter. Other than the matter outlined above, there has not arisen in the interval between the end of the year and the date of this report, any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group, in future years. LIKELY DEVELOPMENTS Likely developments in the operations of the Group are referred to in the Review of Operations by Division, set out within this report. DIRECTORS’ INTERESTS The relevant interest of each director of the Company in share capital of the Company, as notified by the directors to the Australian Securities Exchange (“ASX”) in accordance with section 205G(1) of the Corporations Act 2001, at the date of this report is as follows: Director AG Rydge AJ Clark KG Chapman PR Coates VA Davies RM Graham (b) RG Newton DC Seargeant Ordinary shares held directly Ordinary shares held by companies in which a director has a beneficial interest (a) Options held directly Performance shares held directly 3,269,915 30,000 – – – – – 853,490 68,548,033 35,000 54,000 28,000 – – 66,000 16,000 – – – – – – – – – – – – – – – 690,000 (a) Relevant interest under the Corporations Act 2001 differs from the disclosure required under Australian Accounting Standards as presented in Note 38 to the financial report. (b) RM Graham resigned on 20 April 2011. At the date of resignation, Mr Graham had a beneficial interest in 12,752 ordinary shares. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The Company’s Constitution provides an indemnity to each person, including AG Rydge, AJ Clark, KG Chapman, PR Coates, RM Graham, RG Newton, VA Davies and DC Seargeant, who is or who has been a director or alternate director of the Company or of any related body corporate of the Company. The indemnity also extends to such other officers or former officers, including executive officers or former executive officers, of the Company and of any related body corporate of the Company as the directors of the Company determine. In terms of the indemnity, the Company will indemnify the directors and other officers of the Company acting as such, to the full extent permitted by law, against any liability to another person (other than the Company or a related body corporate) incurred in acting as a director or officer of the Company, unless the liability arises out of conduct involving a lack of good faith. The indemnity includes any liability for costs and expenses incurred by such person in defending any proceedings, whether civil or criminal, in which judgement is given in that person’s favour, or in which the person is acquitted and in making an application in relation to any proceedings in which the court grants relief to the person under the law. The Company has provided directors’ and officers’ liability insurance policies that cover all the directors and officers of the Company and its controlled entities. The terms of the policies prohibit disclosure of details of the amount of the insurance cover, its nature and the premium paid. OFFICERS WHO WERE PREVIOUSLY PARTNERS OF THE AUDIT FIRM The following persons were officers of the Company during the year and were previously partners of the current audit firm, KPMG, at a time when KPMG undertook an audit of the Group: (cid:120) (cid:120) AJ Clark (retired from audit firm in 1998); and PW Horton (retired from audit firm in 2001). SHARE OPTIONS There were no options issued during the period. There are no unissued ordinary shares of the Company under option at 30 June 2011. No options have been exercised during or since the end of the year. AUDITOR INDEPENDENCE The lead auditor’s independence declaration is set out on page 37 and forms part of the Directors’ Report for the year ended 30 June 2011. 24 Amalgamated Holdings Limited – Annual Report 2011 NON-AUDIT SERVICES PROVIDED BY KPMG During the year, KPMG, the Group’s auditor, has performed certain other services in addition to their statutory duties. D I R E C T O R S ’ R E P O R T The Board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the Audit Committee is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: (cid:120) (cid:120) all non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Audit Committee to ensure they do not impact the integrity and objectivity of the auditor; and the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards. A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 has been included in this Directors’ Report. Details of the amounts paid to the auditor of the Group, KPMG, and its related practices for audit and non-audit services provided during the year are set out below: Audit services: Auditors of the Group – KPMG Australia Audit and review of financial reports Other assurance services Overseas KPMG firms Audit and review of financial reports Other assurance services Other services: Auditors of the Group – KPMG Australia Income tax compliance Indirect tax compliance advice Overseas KPMG firms Income tax compliance Indirect tax compliance advice Other taxation services 2011 $ 2010 $ 871,580 50,836 350,338 7,527 1,280,281 128,650 69,528 198,178 104,487 – 116,280 220,767 418,945 886,407 128,403 398,324 8,018 1,421,152 152,721 39,270 191,991 110,366 11,170 100,001 221,537 413,528 ROUNDING OFF The Company is of a kind referred to in Class Order 98/100 (as amended by Class Order 04/667) as issued by Australian Securities and Investments Commission (“ASIC”). In accordance with that Class Order, amounts in the Directors’ Report and financial report have been rounded off to the nearest thousand dollars, unless otherwise stated. Signed in accordance with a resolution of the directors: AG Rydge Director Dated at Sydney this 25th day of August 2011. DC Seargeant Director 25 Amalgamated Holdings Limited – Annual Report 2011 REMUNERATION REPORT – AUDITED This report outlines the remuneration arrangements in place for directors and executives of the Group. D I R E C T O R S ’ R E P O R T Remuneration philosophy The Nomination and Remuneration Committee is responsible for making recommendations to the Board on remuneration policies and packages applicable to the Board members and senior executives of the Group. The objective of the remuneration policy is to ensure the remuneration package properly reflects the person’s duties and responsibilities, and that remuneration is competitive in attracting, motivating and retaining people of the appropriate quality. Remuneration levels are competitively set to attract appropriately qualified and experienced directors and executives. The Nomination and Remuneration Committee obtains independent advice on the level of remuneration packages. The remuneration packages of the Managing Director and senior executives include an at-risk component that is linked to the overall financial and operational performance of the Group and based on the achievement of specific goals of the Group. Executives participate in the Group’s Executive Performance Share Plan. The long term benefits of the Executive Performance Share Plan are conditional upon the Group achieving certain performance criteria, details of which are outlined below. The Group also has the following share and option plans: (cid:120) (cid:120) (cid:120) Tax Exempt Share Plan; Management Share Option Plan (suspended to new issues and no grants have been made under this plan since 2004); and Employee Share Plan (closed to new members and no offers have been made under the plan since 1998). Further details in relation to the various share plans and option plan are provided in Note 30 to the financial report. Remuneration structure In accordance with best practice corporate governance, the structure of non-executive director remuneration is separate and distinct from senior executive remuneration. Non-executive director remuneration Objective The Board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. Structure The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. The latest determination was at the Annual General Meeting held on 22 October 2010 when shareholders approved an aggregate remuneration of $1,500,000 per year. Non-executive directors do not receive any performance related remuneration nor are they issued shares, options or performance shares. The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned among directors is reviewed annually. The Board considers advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process. Each director receives a fee for being a director of the Company. An additional fee is also paid for being a member of the Audit Committee and the Nomination and Remuneration Committee. The payment of an additional fee recognises the additional time commitment required by directors who serve on those Committees. Directors’ base fees for the financial year ending 30 June 2012 are $108,000 per annum (Chairman: $270,000 per annum, inclusive of Committee fees). Directors’ fees cover all main Board activities. Non-executive director members who sit on both the Audit Committee and the Nomination and Remuneration Committee receive an additional payment of $18,000 per annum (Chairman of both the Audit Committee and the Nomination and Remuneration Committee: $32,000 per annum). The remuneration of non-executive directors for the year ended 30 June 2011 is detailed on page 32 in this report. The Company had a Directors’ Retirement Plan. The plan was suspended in respect of any new director appointments, on 15 May 2003 and directors appointed to the Board after that date are not entitled to participate in the plan. Under the plan, directors with more than three years service receive a retirement lump sum based on the length of service. The plan benefits accrued on a monthly basis and reach the maximum amount after 12 years service. The benefit is capped to a maximum lump sum per director of $165,000. The plan has been fully accrued since the year ended 30 June 2007 and the Company has not incurred any additional expense since that date. During the year, the Company paid $165,000 to RM Graham under the plan. Mr Graham resigned as a director on 20 April 2011. There were no other benefits paid under the plan during the year ended 30 June 2011. 26 Amalgamated Holdings Limited – Annual Report 2011 Structure (continued) The amounts accrued in respect of the Directors’ Retirement Plan are as follows: D I R E C T O R S ’ R E P O R T Directors AJ Clark RM Graham Total 2011 $ 165,000 – 165,000 2010 $ 165,000 165,000 330,000 The maximum benefit amount has been accrued for each participating director and no further Directors’ Retirement Plan expense accruals will occur in future years. Managing Director and executive remuneration Objective The Group aims to reward the Managing Director and executives with a level and mix of remuneration commensurate with their position and responsibilities within the Group, and so as to: (cid:120) reward executives for Group, business unit and individual performance against targets set by reference to appropriate benchmarks and key performance indicators (“KPIs”); align the interests of executives with those of shareholders; link reward with the strategic goals and performance of the Group; and ensure total remuneration is competitive by market standards. (cid:120) (cid:120) (cid:120) Structure In determining the level and make-up of executive remuneration, the Nomination and Remuneration Committee obtains independent advice on the appropriateness of remuneration packages for executives, given remuneration trends in other companies, from which recommendations are made to the Board. It is the Nomination and Remuneration Committee’s policy that employment contracts are entered into with the Managing Director and other executives. Details of these employment contracts are provided on page 30. Remuneration consists of both fixed and variable remuneration components. The variable remuneration component consists of a Short Term Incentive Plan and a Long Term Incentive Plan. The proportion of fixed remuneration and variable remuneration (potential short term and long term incentives) is established for each senior executive by the Nomination and Remuneration Committee. Fixed annual remuneration Objective Remuneration levels for executives are reviewed annually to ensure that they are appropriate for the responsibility, qualifications and experience of each executive and are competitive with the market. The Nomination and Remuneration Committee establishes and issues an appropriate guideline for the purpose of the annual review of fixed remuneration levels. The guideline is based on both current and forecast Consumer Price Index and market conditions. There are no guaranteed fixed remuneration increases in any senior executives’ contracts. Structure Executives have the option to receive their fixed annual remuneration in cash and a limited range of prescribed fringe benefits such as motor vehicles and car parking. The total employment cost of any remuneration package, including fringe benefits tax, is taken into account in determining an employee’s fixed annual remuneration. Certain employees have been relocated from their country of origin. In some cases, expatriate employees are entitled to the payment or reimbursement of relocation costs (at the commencement and termination of the contract), annual return airfares to the employee’s country of origin and the provision of assistance to complete various taxation returns and visa applications. Variable remuneration – short term incentive (“STI”) Objective The objective of the STI program is to link the achievement of the operational targets with the remuneration received by the executives charged with meeting those targets. The total 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 the Group is reasonable in the circumstances. 27 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T Structure Actual STI payments granted to each executive depend on the extent to which specific operating targets, set at the beginning of the year, are met. The operational targets consist of a number of KPIs covering both financial and non-financial measures of performance. Typically, KPIs and assessment criteria include: (cid:120) (cid:120) (cid:120) meeting of pre-determined growth in Group earnings over the prior year; meeting of strategic and operational objectives; and assessed personal effort and contribution. The Group has pre-determined benchmarks which must be met in order to trigger payments under the STI. The measures were chosen as they directly align the individual’s STI reward to the KPIs of the Group and to its strategies and performance. On an annual basis, after consideration of performance against KPIs, an overall performance rating for the Group and each individual business unit is assessed and approved by the Nomination and Remuneration Committee. The individual performance of each executive is also rated and all three ratings are taken into account when determining the amount, if any, of the STI pool to be allocated to each executive. The aggregate of annual STI payments available for executives across the Group is subject to the approval of the Nomination and Remuneration Committee. STI payments are delivered as a cash bonus. For the Managing Director and named executives, the general target bonus opportunity range is from 0% to 150% of the executives’ fixed annual remuneration. The target bonus range for the Managing Director and named executives is detailed below: Executives DC Seargeant NC Arundel PC Bourke GC Dean MR Duff HR Eberstaller JM Hastings PW Horton KJ Kobishop (b) Maximum STI calculated on fixed annual remuneration (a) Group earnings divisional earnings special projects quantitative KPIs qualitative KPIs Allocated between: 150.0% 50.0% 25.0% 40.0% 50.0% 50.0% 50.0% 35.0% – 60.0% 16.7% 12.5% 16.7% 16.7% 16.7% – 17.0% – – 16.7% – – – 16.7% 25.0% – – 35. 0% – 2.5% 2.9% 11.1% – – – – – 16.6% 2.5% 14.6% 9.7% – 25.0% 9.3% – 55.0% – 7.5% 5.8% 12.5% 16.6% – 8.7% – (a) Fixed annual remuneration is comprised of base salary, superannuation and benefits provided through salary sacrificing arrangements. (b) KJ Kobishop ceased employment with the Group on 31 August 2010. There are no future STI payments available to Mr Kobishop. Bonuses may be paid above these levels at the discretion of the Nomination and Remuneration Committee and the Board, if it is assessed that an exceptional contribution has been made by an executive. There is no separate profit-share plan. Variable remuneration – long term incentive (“LTI”) Objective The Executive Performance Share Plan was approved by shareholders at the 2006 Annual General Meeting. The Executive Performance Share Plan was designed to link employee reward with KPIs that drive sustainable growth in shareholder value over the long term. The objectives of the LTI plan are to: (cid:120) (cid:120) (cid:120) align senior employees’ incentives with shareholder interests; balance the short term with the long term Group focus; and retain high calibre senior employees by providing an attractive equity-based incentive that builds an ownership of the Group mindset. Only senior employees who are able to directly influence the long term success of the Group participate in the Executive Performance Share Plan. Structure Executives are awarded performance shares which will only vest on the achievement of certain performance hurdles and service conditions. An offer is made under the Executive Performance Share Plan to senior employees each financial year and is based on individual performance as assessed by the annual appraisal process. If a senior employee does not sustain a consistent level of high performance, they will not be nominated for Executive Performance Share Plan participation. The Nomination and Remuneration Committee reviews all nominated senior employees with participation subject to final Board approval. In accordance with the ASX Listing Rules, approval from shareholders is obtained before participation in the Executive Performance Share Plan commences for the Managing Director. 28 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T Structure (continued) Each award of performance shares is divided into equal portions, with each portion being subject to a different performance hurdle. The performance hurdles are based on earnings per share (“EPS”) and total shareholder return (“TSR”) growth of Amalgamated Holdings Limited as determined by the Board over a three year period (“Performance Period”). The extent to which the performance hurdles have been met will be assessed by the Board at the expiry of the Performance Period. The performance hurdles for the awards of performance shares to executives in the financial year ended 30 June 2011 are based on Amalgamated Holdings Limited’s EPS and TSR growth over the Performance Period of the three years from 30 June 2010 (being the “Base Year”) to 30 June 2013. The performance hurdles are as follows: EPS hurdle The EPS hurdle requires that the Group’s EPS growth for the Performance Period must be greater than the target set by the Board. The EPS hurdle was chosen as it provides evidence of the Group’s growth in earnings. The hurdle is as follows: (cid:120) (cid:120) if annual compound EPS growth over the Performance Period is less than 8%, no shares will vest with the executive; if annual compound EPS growth over the Performance Period is equal to 8% but less than 12%, the proportion of performance shares vesting will be increased on a pro-rata basis between 50% and 100%; or if annual compound EPS growth over the Performance Period compared to the Base Year is equal to or greater than 12%, all of the performance shares awarded (and attaching to this hurdle) will vest with the executive. (cid:120) If the EPS measure is not achieved within the initial performance measurement period to a threshold level or higher, there will be no entitlement to shares for a participant. If the EPS performance measure is achieved to a threshold level or higher in the initial period, it will not be retested. TSR hurdle The TSR hurdle requires that the growth in the Group’s TSR must be at or above the median of the Group’s comparator group (“comparator group”). The comparator group is the S&P/ASX 200 (excluding mining stocks). Growth in TSR is defined as share price growth and dividends paid and reinvested on the ex-dividend date (adjusted for rights and bonus issues and any capital reconstructions) measured from the time of issue to the time of vesting. The TSR performance hurdle was chosen as it is widely recognised as one of the best indicators of shareholder value creation. The comparator group for TSR purposes has been chosen as it represents the group with which the Group competes for shareholders’ capital. The hurdle is as follows: if annual compound TSR growth over the Performance Period is less than the 51st percentile, no shares will vest with the executive; (cid:120) if annual compound TSR growth over the Performance Period is equal to or exceeds the 51st percentile but is less than 75th percentile, the (cid:120) proportion of performance shares vesting will be increased on a pro-rata basis between 50% and 100%; or if annual compound TSR growth over the Performance Period is equal to or greater than 75th percentile, all of the performance shares awarded (and attaching to this hurdle) will vest with the executive. (cid:120) The TSR calculation, once completed, is independently reviewed. If the TSR measure is not achieved within the initial performance measurement period to a threshold level or higher, there will be no entitlement to shares for a participant. If the TSR performance measure is achieved to a threshold level or higher in the initial period, it will not be retested. The Board has retained the discretion to vary the performance hurdles and criteria. Options Prior to 17 September 2004, the Group delivered LTI grants to executives in the form of options. The last issue of options was granted on 16 September 2004. The Management Share Option Plan has since been suspended and no further grants have been made since 2004. The details of the value of options, options exercised and options lapsed during the prior financial year are outlined on page 36. There are no unissued ordinary shares of the Group under option at 30 June 2011 (2010: nil). Performance indices In considering the Group’s performance and benefits for shareholders’ wealth, the Nomination and Remuneration Committee has regard to the following indices in respect of the current year and the previous four years: 2011 $ 2010 $ 2009 $ 2008 $ 2007 $ Net profit before individually significant items, income tax and non-controlling interest 104,269,000 127,255,000 94,144,000 77,738,000 81,914,000 Share price (year end) 5.80 5.70 4.30 4.87 6.45 29 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T Employment contracts It is the Group’s policy that employment contracts for the Managing Director and each senior executive are unlimited in term. The employment contracts typically outline the components of remuneration paid to the Managing Director and executives but do not prescribe how remuneration levels are to be modified from year to year. Generally, remuneration levels are reviewed each year to take into account Consumer Price Index changes, and any change in the scope of the role performed by the senior executive and any changes required to meet the principles of the remuneration policy. Termination provisions in the employment contracts with the named executives are summarised in the table below: Executives Termination by executive Termination by Group Expiry date of contract DC Seargeant The notice period is three months. NC Arundel PC Bourke GC Dean MR Duff HR Eberstaller PW Horton JM Hastings KJ Kobishop (a) The notice period is four weeks. The notice period is one month. The notice period is the lesser of: (cid:120) (cid:120) 12 months; or the balance of the term of the employment contract. Not applicable, rolling contracts. 14 September 2011 The notice period for the Group is one month. On termination, the Group may make a payment in lieu of notice, equal to the notice period. The Group retains the right to terminate the contract immediately under certain conditions. On termination, the executive is entitled to accrued annual and long service benefits. There are no other termination payments. Payment of any LTI incentive (or pro-rata thereof) is at the discretion of the Board. The notice period for the Group is the lesser of: (cid:120) 12 months; or (cid:120) the balance of the term of the employment contract. The Group retains the right to terminate the contract On immediately under certain conditions. termination, the executive is entitled to accrued annual and reasonable relocation associated costs. There are no other termination payments. Payment of any LTI incentive (or pro-rata thereof) is at the discretion of the Board. (a) KJ Kobishop ceased employment with the Group on 31 August 2010. 30 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T Key management personnel Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Group, including directors of the Company and executives. Name Position Period of responsibility Employing company Non-executive directors Alan Rydge Chairman and non-executive director 1 July 2010 to 30 June 2011 Amalgamated Holdings Limited Anthony Clark Independent non-executive director 1 July 2010 to 30 June 2011 Amalgamated Holdings Limited Kenneth Chapman Independent non-executive director 1 July 2010 to 30 June 2011 Amalgamated Holdings Limited Peter Coates Independent non-executive director 1 July 2010 to 30 June 2011 Amalgamated Holdings Limited Robert Graham Independent non-executive director 1 July 2010 to 20 April 2011 Amalgamated Holdings Limited Richard Newton Independent non-executive director 1 July 2010 to 30 June 2011 Amalgamated Holdings Limited Valerie Davies Independent non-executive director 20 April 2011 to 30 June 2011 Amalgamated Holdings Limited Executive director David Seargeant Managing Director and Chief Executive Officer 1 July 2010 to 30 June 2011 Amalgamated Holdings Limited Executives Norman Arundel Managing Director Rydges Hotels & Resorts 1 July 2010 to 30 June 2011 Rydges Hotels Limited Peter Bourke Director of Information Technology 1 July 2010 to 30 June 2011 Amalgamated Holdings Limited Gregory Dean Company Secretary 1 July 2010 to 30 June 2011 Amalgamated Holdings Limited Mathew Duff Director Commercial 1 July 2010 to 30 June 2011 Amalgamated Holdings Limited Hans Eberstaller Managing Director AHL Strategic Investments 1 July 2010 to 30 June 2011 Jane Hastings General Manager Entertainment – Australia and New Zealand 16 May 2011 to 30 June 2011 The Greater Union Organisation Pty Limited The Greater Union Organisation Pty Limited Peter Horton Director Finance & Accounting 1 July 2010 to 30 June 2011 Amalgamated Holdings Limited Kevin Kobishop Corporate Director of Food and Beverage 1 July 2010 to 31 August 2010 Amalgamated Holdings Limited 31 Amalgamated Holdings Limited – Annual Report 2011 d e t a l e r f o n o i t r o p o r P n o i t a r e n u m e r e c n a m r o f r e p $ l a t o T – – – – – – – – – – – – – – – – 1 3 2 , 8 6 2 0 0 0 , 5 4 2 7 7 5 , 7 3 1 0 0 0 , 8 2 1 0 0 0 , 2 0 1 5 2 5 , 5 3 7 6 6 , 6 1 1 4 1 5 , 5 9 8 3 2 , 0 2 – – 7 6 6 , 2 3 7 9 9 , 4 0 1 0 0 0 , 3 1 1 0 0 0 , 2 0 1 0 0 0 , 8 9 % 7 . 5 5 % 5 . 6 5 3 3 2 , 7 2 3 , 4 3 4 6 , 7 2 4 , 4 $ – – – – – – – – – – – – – – – – – – t n e m e r i t e R ) c ( s t i f e n e b $ – – – – – – – – – – – – – – – – g n o l d e u r c c A e v a e l i e c v r e s – – – – – – – – – – – – – – – – 5 2 2 , 5 6 5 3 8 , 7 6 1 6 4 , 4 6 9 6 2 7 , 3 7 4 9 9 1 , 5 1 1 6 4 , 4 1 – – 2 2 4 , 8 3 3 9 , 2 3 3 6 , 9 7 8 8 , 7 1 7 6 , 1 – – – – – 2 2 4 , 8 2 9 0 , 8 9 9 1 , 5 1 1 6 4 , 4 1 ) b ( $ y t i u q e I T L $ s n o i t u b i r t n o c n o i t a u n n a r e p u S $ – – – – – – – – – – – – – – – – ) a ( e c n a r u s n I i s m u m e r p $ – – – – – – – – – – – – – – – – e v a e l l a u n n a d e u r c c A 0 0 4 , 6 1 6 4 , 0 1 7 9 3 , 2 2 1 2 6 , 5 9 $ s t i f e n e b h s a c - n o N m r e t t r o h S – 1 3 2 , 3 1 7 7 5 , 4 – – – – – – – – – – – – – – 4 6 6 , 6 $ – – – – – – – – – – – – – – – – I T S s e s u n o b $ s e e f d n a l a u n n a d e x i F n o i t a r e n u m e r 1 0 8 , 9 3 2 9 3 5 , 0 3 2 0 0 0 , 3 3 1 0 0 0 , 8 2 1 8 7 5 , 3 9 2 9 5 , 2 3 4 3 0 , 7 0 1 7 2 6 , 7 8 7 6 5 , 8 1 – – 7 6 6 , 2 3 3 3 3 , 8 9 0 0 0 , 3 1 1 8 7 5 , 3 9 8 0 9 , 9 8 0 5 7 , 3 4 4 , 1 0 0 0 , 0 3 0 , 2 1 0 8 , 9 0 8 , 1 9 3 5 , 5 3 7 , 1 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 . n o s r e p t n e m e g a n a m y e k a s a w l i a u d v d n i i h c a e t a h t s d o i r e p t n a v e e r e h t l l f o n o i t r o p e h t o t g n i t a e r n o i t a r e n u m e r e d u c n l i r e h t O r e h t O m r e t g n o l d e s a b - e r a h S t n e m y o p m e l - t s o P n I . w o e b l t u o t e s e r a n o i t a r e n u m e r t s e h g h i e h t i i g n v e c e r p u o r G e h t f o s r e c i f f o e v i t u c e x e d e m a n e h t f o h c a e d n a y n a p m o C e h t f o r o t c e r i d h c a e f o T R O P E R ’ S R O T C E R I D n o i t a r e n u m e r e h t f o t n e m e e l j r o a m h c a e f o t n u o m a d n a e r u a n t e h t f o s l i a t e D n o i t a r e n u m e r ’ s e v i t u c e x e d n a ’ s r o t c e r i D l l y n o s e b a t n o i t a r e n u m e r e h t i l , s e r u s o c s D y t r a P d e a e R 4 2 1 B S A A t l f o s t n e m e r i u q e r e h t h t i w e c n a d r o c c a e v i t u c e x e - n o N S R O T C E R D I e g d y R G A l k r a C J A ) d ( n a m p a h C G K ) e ( s e t a o C R P ) f ( i s e v a D A V ) g ( d r o F C T ) h ( m a h a r G M R t n a e g r a e S C D e v i t u c e x E n o t w e N G R 1 1 0 2 t r o p e R l a u n n A – d e t i l i i m L s g n d o H d e t a m a g a m A 2 3 l % – % 4 . 2 % 5 . 5 3 % 2 . 4 3 % 0 . 4 3 % 0 . 5 3 % 1 . 3 3 % 9 . 5 3 % – % 9 . 7 3 % 5 . 5 3 % 2 . 7 2 % 5 . 5 3 % 0 . 0 6 – % 9 . 0 3 d e t a l e r f o n o i t r o p o r P n o i t a r e n u m e r e c n a m r o f r e p $ l a t o T 5 6 3 , 3 5 2 1 0 4 , 3 5 7 1 6 , 2 4 4 5 2 6 , 7 1 4 8 4 2 , 1 7 6 7 7 3 , 2 4 6 9 6 6 , 9 7 5 1 2 5 , 4 3 5 5 2 7 , 4 9 1 1 7 7 , 6 9 5 1 0 9 , 6 0 7 0 6 5 , 7 7 5 8 0 3 , 3 2 3 1 8 6 , 6 6 4 – 2 3 1 , 7 0 1 $ – – – – – – – – – – – – – – – 7 3 4 , 2 4 2 $ – – 5 2 9 , 6 8 2 0 , 7 4 2 8 , 0 1 7 4 0 , 1 1 9 3 7 , 8 9 2 5 , 8 – – – 0 6 5 , 9 2 2 5 , 5 3 2 1 , 3 – – s t n e m y a p n o i t a n m r e T i g n o l d e u r c c A e v a e l i e c v r e s – 3 8 0 , 6 4 8 8 , 4 6 0 8 9 , 4 4 2 5 4 , 9 9 4 6 2 , 1 7 5 7 0 , 1 9 1 2 3 , 9 6 9 9 1 , 5 1 9 7 1 , 3 9 9 1 , 5 1 1 6 4 , 4 1 9 9 1 , 5 1 1 6 4 , 4 1 9 9 1 , 5 1 1 6 4 , 4 1 5 4 1 , 6 5 1 ) 3 3 0 , 2 1 2 ( – – 9 2 6 , 3 0 1 5 1 3 , 9 6 2 0 7 , 7 2 5 8 5 , 4 1 – 4 5 1 , 3 3 9 9 1 , 5 1 1 6 4 , 4 1 9 9 1 , 5 1 3 8 1 , 1 1 – 7 5 9 , 1 ) b ( $ y t i u q e I T L $ s n o i t u b i r t n o c n o i t a u n n a r e p u S r e h t O r e h t O m r e t g n o l d e s a b - e r a h S t n e m y o p m e l - t s o P $ – – 6 1 2 , 2 8 8 0 , 2 6 1 2 , 2 8 8 0 , 2 6 1 2 , 2 8 8 0 , 2 7 8 8 5 3 8 7 8 8 5 3 8 – – 8 0 1 , 1 4 4 0 , 1 ) a ( e c n a r u s n I i s m u m e r p $ e v a e l l a u n n a d e u r c c A 4 4 5 , 6 9 8 0 , 4 8 8 7 , 2 ) 5 3 0 , 3 ( 4 5 1 , 0 1 1 4 1 , 7 4 6 6 , 4 1 ) 7 1 9 , 7 1 ( 7 2 2 , 3 ) 9 8 1 , 3 1 ( 8 7 0 , 5 ) 3 5 3 ( 6 7 9 , 9 1 8 1 2 , 9 – 4 0 8 , 2 1 m r e t t r o h S s t i f e n e b h s a c - n o N I T S s e s u n o b $ – – – 7 7 5 , 4 7 7 5 , 4 – – – 0 9 5 , 0 2 6 7 2 , 2 3 – – – – – 5 0 7 $ – – 0 5 0 , 2 9 1 4 7 , 7 9 5 2 0 , 9 2 1 7 3 8 , 3 5 1 5 7 9 , 0 0 1 0 0 5 , 2 2 1 4 3 8 , 0 9 9 9 9 , 9 6 2 4 0 , 7 4 1 3 6 7 , 7 8 0 0 0 , 7 8 0 0 5 , 5 6 2 – – $ s e e f d n a l a u n n a d e x i F n o i t a r e n u m e r 9 3 5 , 5 2 2 3 3 1 , 6 4 1 0 8 , 9 5 2 9 3 5 , 8 4 2 1 0 8 , 9 9 3 9 3 5 , 2 8 3 1 0 8 , 6 4 3 9 3 5 , 5 3 3 3 8 7 , 8 4 5 0 7 , 0 5 3 1 0 8 , 4 2 4 9 3 5 , 5 0 4 1 0 8 , 6 6 1 8 2 0 , 2 6 1 – 7 1 2 , 9 5 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 Y N A P M O C E H T – S E V T U C E X E I ) i ( e k r u o B C P n a e D C G f f u D R M n o t r o H W P ) j ( i p o h s b o K J K P U O R G E H T – S E V T U C E X E I l e d n u r A C N r e l l a t s r e b E R H ) k ( s g n i t s a H M J 1 1 0 2 t r o p e R l a u n n A – d e t i i i l m L s g n d o H d e t a m a g a m A 3 3 l T R O P E R ’ S R O T C E R I D ) d e u n i t n o c ( n o i t a r e n u m e r ’ s e v i t u c e x e d n a ’ s r o t c e r i D D I R E C T O R S ’ R E P O R T Directors’ and executives’ remuneration (continued) (a) Amounts disclosed above for remuneration of directors and named executives exclude insurance premiums paid by the Group in respect of directors’ and officers’ liability insurance contracts as the contracts do not specify premiums paid in respect of individual directors and officers. Information relating to the insurance contracts is set out within this Remuneration Report. The amounts disclosed in the table above relate to premiums paid by the Group for group salary continuance insurance. (b) Amounts disclosed above for remuneration relating to performance shares have been determined in accordance with the requirements of AASB 2 Share-based Payment. AASB 2 requires the measurement of the fair value of performance shares at the grant date and then to have that value apportioned in equal amounts over the period from grant date to vesting date. A value has been placed on the performance shares using a Monte Carlo simulation model. Details of performance shares on issue are set out within the Remuneration Report and further details on the terms and conditions of these performance shares is set out in Note 30 to the financial report. There were no amounts accrued during the year relating to the Directors’ Retirement Plan. During the year, an amount of $165,000, which had been accrued in prior years, was paid to RM Graham on his resignation from the Board. In the previous financial year, an amount of $165,000 was paid to TC Ford on his resignation from the Board. Further information regarding the Directors’ Retirement Plan has been included within the Remuneration Report. (c) (d) KG Chapman was appointed on 18 February 2010. (e) PR Coates was appointed on 10 July 2009. VA Davies was appointed on 20 April 2011. (f) (g) TC Ford resigned on 23 October 2009. (h) RM Graham resigned on 20 April 2011. (i) (j) PC Bourke commenced employment with the Group on 19 April 2010. KJ Kobishop ceased employment with the Group on 31 August 2010. Mr Kobishop is a citizen of the United States of America and, whilst employed by the Group, was a 457 visa holder. Mr Kobishop’s employment arrangements satisfied certain exemption conditions as set out by the Australian Taxation Office and, as a result, the Group did not have any superannuation obligations in relation his employment. JM Hastings was appointed to the position of General Manager Entertainment – Australia and New Zealand on 16 May 2011. Prior to the appointment to her current position, Mrs Hastings held the position of General Manager Entertainment – New Zealand and was based in Auckland, New Zealand. The remuneration details above relate only to her current key management position. (k) Analysis of STI bonuses included in remuneration The bonus table below is calculated on the basis of including awarded bonuses only. It only includes remuneration relating to the portion of the relevant periods that each individual was a key management person. Details of the vesting profile of the STI bonuses awarded as remuneration to the Managing Director and each of the named executive officers of the Group are detailed below: Managing Director DC Seargeant (c) Executives NC Arundel PC Bourke (d) GC Dean MR Duff HR Eberstaller JM Hastings (e) PW Horton KJ Kobishop Included in remuneration (a) $ Awarded in year % Not awarded in year (b) % 1,443,750 147,042 – 92,050 129,025 87,000 – 100,975 90,834 88% 70% –% 88% 81% 100% –% 82% 42% 12% 30% –% 12% 19% –% –% 18% 58% (a) Amounts included in remuneration for the year represent the amounts that were awarded in the year based on achievement of personal goals and satisfaction of specified performance criteria for the 30 June 2010 year. No amounts vest in future years in respect of the STI bonus schemes for the 2010 year. The amounts not awarded are due to the performance criteria not being met in relation to the assessment period. The total STI bonus awarded to DC Seargeant for the 30 June 2010 year was $2,318,750. Various components of the STI bonus totalling $875,000 were paid during the previous financial year in recognition of the early achievement of certain 2010 bonus hurdles. (b) (c) (d) PC Bourke commenced employment with the Group on 19 April 2010. (e) JM Hastings was appointed to the position of General Manager Entertainment – Australia and New Zealand on 16 May 2011. During the year, Mrs Hastings received no STI bonus payments in relation to her current position. 34 Amalgamated Holdings Limited – Annual Report 2011 Analysis of LTI performance shares granted as remuneration Details of vesting profile of the performance shares granted as remuneration to the Managing Director and named executives are detailed below: D I R E C T O R S ’ R E P O R T Vested during the year % Forfeited during the year (a) % Year in which the grant vests Performance share – EPS $ Performance share – TSR $ Fair value Managing Director DC Seargeant Executives NC Arundel Number Grant date 210,000 240,000 140,000 100,000 23,547 18,987 23,491 14,739 23 Feb 2011 28 Jun 2010 23 Feb 2009 18 Feb 2008 23 Feb 2011 28 Jun 2010 23 Feb 2009 18 Feb 2008 PC Bourke (b) 9,174 23 Feb 2011 GC Dean MR Duff HR Eberstaller 14,717 11,889 14,791 8,996 22,209 17,947 23,027 14,433 9,740 7,866 5,972 23 Feb 2011 28 Jun 2010 23 Feb 2009 18 Feb 2008 23 Feb 2011 28 Jun 2010 23 Feb 2009 18 Feb 2008 23 Feb 2011 28 Jun 2010 18 Feb 2008 JM Hastings (c) 50,000 16 May 2011 PW Horton 19,373 15,822 22,099 14,203 23 Feb 2011 28 Jun 2010 23 Feb 2009 18 Feb 2008 – – – 100% – – – 100% – – – – 100% – – – 100% – – 100% – – – – 100% – – – – – – – – – – – – – – – – – – – – – – – – – 30 Jun 2014 30 Jun 2013 30 Jun 2012 30 Jun 2011 30 Jun 2014 30 Jun 2013 30 Jun 2012 30 Jun 2011 30 Jun 2014 30 Jun 2014 30 Jun 2013 30 Jun 2012 30 Jun 2011 30 Jun 2014 30 Jun 2013 30 Jun 2012 30 Jun 2011 30 Jun 2014 30 Jun 2013 30 Jun 2011 30 Jun 2014 30 Jun 2014 30 Jun 2013 30 Jun 2012 30 Jun 2011 5.98 5.78 4.34 6.02 5.98 5.78 4.34 6.02 5.98 5.98 5.78 4.34 6.02 5.98 5.78 4.34 6.02 5.98 5.78 6.02 5.98 5.98 5.78 4.34 6.02 4.34 3.94 4.72 3.80 4.31 3.94 4.72 3.80 4.31 3.94 3.94 4.72 3.80 4.31 3.94 4.72 3.80 4.31 3.94 4.72 4.31 3.94 3.94 4.72 3.80 4.31 3.80 KJ Kobishop (d) 100,000 23 Feb 2009 – 100% 30 Jun 2012 (a) The % forfeited in the year represents the reduction from the maximum number of performance shares available to vest due to the performance criteria not being achieved. (b) PC Bourke commenced employment with the Group on 19 April 2010. No performance shares were granted to Mr Bourke in previous financial years. JM Hastings was appointed to the position of General Manager Entertainment – Australia and New Zealand on 16 May 2011. No performance shares (c) were granted to Mrs Hastings in previous financial years. (d) KJ Kobishop ceased employment with the Group on 31 August 2010 and the performance shares were forfeited at that date. 35 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ R E P O R T Analysis of movements in performance shares The movement during the year by value, of performance shares in the Company held by the Managing Director and each of the named executives is detailed below: Managing Director DC Seargeant Executives NC Arundel PC Bourke GC Dean MR Duff HR Eberstaller JM Hastings PW Horton KJ Kobishop (c) Granted during the year (a) $ Exercised during the year (b) $ Forfeited during the year $ Performance shares exercised Number Amount paid per share $ 1,041,600 116,795 45,503 72,998 110,158 48,311 248,000 96,091 – 637,000 – – 105,571 – – – – – – 100,000 – – – – – – – 407,000 – – 16,333 – – – – – Nil – – Nil – – – – – (a) (b) (c) The value of performance shares granted in the year is the fair value of the performance shares calculated at grant date using a Monte Carlo simulation model. The total value of the performance shares granted is included in the table above. This amount is allocated to remuneration over the vesting period. The value of performance shares exercised during the year is calculated as the market price of shares of the Company on the ASX as at close of trading on the date that the performance shares were exercised. KJ Kobishop ceased employment with the Group on 31 August 2010 and the performance shares were forfeited at that date. There were no performance shares granted since the end of the year. Analysis of LTI options granted as remuneration No options granted as remuneration to the Managing Director and named executives vested during the year. All outstanding options were exercised or lapsed in the previous financial year. There are no options yet to vest as at 30 June 2011 (2010: nil). There were no amounts unpaid on the shares issued as a result of the exercise of options. No options have been granted since 16 September 2004. There were no options granted since the end of the year. End of Directors’ Report: Remuneration Report 36 Amalgamated Holdings Limited – Annual Report 2011 L E A D A U D I T O R ’ S I N D E P E N D E N C E D E C L A R A T I O N U N D E R S E C T I O N 3 0 7 C O F T H E C O R P O R A T I O N S A C T 2 0 0 1 To the directors of Amalgamated Holdings Limited: I declare that as at the date of this declaration both the Firm and I are independent in accordance with professional rules and statutory requirements on auditor independence. To the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2011 the only matter which requires disclosure in relation to auditor independence requirements as set out in the Corporations Act 2001 or any applicable code of professional conduct is the situation described below: On 20 April 2011, a consultant to the Firm was appointed a director of Amalgamated Holdings Limited (“AHL”). The director continued to provide consulting services to the Firm until 26 July 2011 when the consulting agreement was terminated. The director provided no services to AHL on behalf of the Firm during the consultancy. KPMG David Rogers Partner 25th August 2011 37 Amalgamated Holdings Limited – Annual Report 2011 S T A T E M E N T O F F I N A N C I A L P O S I T I O N A S A T 3 0 J U N E 2 0 1 1 Note 2011 $’000 2010 $’000 ASSETS CURRENT ASSETS Cash and cash equivalents Short term deposits Trade and other receivables Inventories Prepayments and other sundry assets Total current assets NON-CURRENT ASSETS Trade and other receivables Other financial assets Available-for-sale financial assets Investments accounted for using the equity method Property, plant and equipment Investment properties Goodwill and other intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets LIABILITIES CURRENT LIABILITIES Trade and other payables Loans and borrowings Current tax liabilities Provisions Deferred revenue Other liabilities Total current liabilities NON-CURRENT LIABILITIES Loans and borrowings Deferred tax liabilities Provisions Deferred revenue Other non-current liabilities Total non-current liabilities Total liabilities Net assets EQUITY Share capital Reserves Retained earnings Total equity 10 10 11 12 13 11 14 15 16 17 18 19 7(c) 20 21 22 7(b) 24 1(t) 25 22 7(c) 24 1(t) 25 26 27 27 50,581 65,000 38,445 22,713 5,460 182,199 310 315 10,762 114,475 642,792 79,350 37,476 11,036 4,989 901,505 1,083,704 75,928 219 7,658 15,766 45,918 15,477 160,966 47,219 10,412 9,306 3,926 4,862 75,725 236,691 847,013 219,126 6,086 621,801 847,013 45,288 – 50,476 18,124 6,600 120,488 405 312 10,447 124,284 599,082 78,875 32,889 13,990 7,780 868,064 988,552 74,037 5,241 14,209 16,643 41,652 7,658 159,440 41,381 8,002 10,909 2,937 5,697 68,926 228,366 760,186 219,126 103 540,957 760,186 The Statement of Financial Position is to be read in conjunction with the notes to the financial statements set out on pages 43 to 109. 38 Amalgamated Holdings Limited – Annual Report 2011 I N C O M E S T A T E M E N T F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 Revenue and other income Revenue from sale of goods and rendering of services Other revenue and income Expenses Occupancy expenses Employee expenses Film hire and other film expenses Purchases and other direct expenses Other operating expenses Depreciation and amortisation Advertising, commissions and marketing expenses Impairment write-downs Finance costs Equity profit Share of net profit/(loss) of equity accounted investees: Associates Jointly controlled entities Profit before tax from continuing operations Income tax expense Profit after tax from continuing operations Discontinued operations Profit after tax from discontinued operations Profit for the year Earnings per share for profit attributable to equity holders of the Company Basic and diluted from continuing operations Basic and diluted from discontinued operations Basic and diluted – total Note 3 3 4(a) 4(a) 4(a) 4(a) 36 37 7 5 2011 $’000 2010 $’000 732,506 52,443 784,949 758,861 53,979 812,840 (178,866) (184,594) (152,689) (83,772) (47,032) (36,340) (20,098) (655) (4,224) (708,270) 17 33,460 33,477 110,156 (32,607) 77,549 (189,457) (172,266) (163,263) (89,937) (40,641) (33,647) (19,770) (11,325) (4,605) (724,911) (202) 39,712 39,510 127,439 (37,672) 89,767 62,282 139,831 9,005 98,772 2011 Cents 2010 Cents 48.6 39.1 87.7 60.3 6.1 66.4 The Income Statement is to be read in conjunction with the notes to the financial statements on pages 43 to 109. 39 Amalgamated Holdings Limited – Annual Report 2011 S T A T E M E N T O F C O M P R E H E N S I V E I N C O M E F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 Profit for the year Other comprehensive income/(expense) from continuing operations Foreign currency translation differences for foreign operations – net of tax Net increase in fair value of available-for-sale financial assets – net of tax Effective portion of change in fair value of cash flow hedges – net of tax Ineffective portion of change in fair value of cash flow hedges taken to the Income Statement – net of tax Other comprehensive income/(expense) from discontinued operations Transferred from foreign currency translation reserve to the Income Statement on sale of interest in MAF Greater Union LLC – net of tax Share of associates’ foreign currency translation reserve movements – net of tax Other comprehensive income/(expense) for the period – net of income tax 2011 $’000 2010 $’000 139,831 98,772 (4,198) 221 (308) (84) 9,657 (1,547) 3,741 (9,248) 759 1,170 232 – (735) (7,822) Total comprehensive income for the period attributable to equity holders of the Company 143,572 90,950 The Statement of Comprehensive Income is to be read in conjunction with the notes to the financial statements on pages 43 to 109. 40 Amalgamated Holdings Limited – Annual Report 2011 y n a p m o C e h t l f o s r e d o h y t i u q e o t e l b a t u b i r t t A Y T I U Q E N I S E G N A H C F O T N E M E T A T S 1 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F 6 8 1 , 0 6 7 1 3 8 , 9 3 1 ) 8 9 1 , 4 ( 7 5 6 , 9 ) 7 4 5 , 1 ( 1 2 2 ) 2 9 3 ( 1 4 7 , 3 2 7 5 , 3 4 1 6 2 6 1 2 , 2 ) 7 8 9 , 8 5 ( ) 5 4 7 , 6 5 ( 3 1 0 , 7 4 8 2 7 7 , 8 9 5 8 0 , 9 9 5 9 5 7 ) 5 3 7 ( 2 0 4 , 1 ) 8 4 2 , 9 ( ) 2 2 8 , 7 ( 0 5 9 , 0 9 ) 0 9 ( 0 1 7 , 1 8 4 6 8 7 , 1 1 7 8 9 , 5 0 1 ) 0 9 2 , 9 4 ( 1 5 1 , 0 7 6 8 1 , 0 6 7 – – – – – – – – – – – – – – – 0 9 – – – – – – – – – – – ) 0 9 ( – ) 0 9 ( 0 0 0 ’ $ y t i u q e l a t o T 0 0 0 ’ $ t s e r e t n i g n i l l o r t n o c - n o N l a t o T 0 0 0 ’ $ 6 8 1 , 0 6 7 1 3 8 , 9 3 1 ) 8 9 1 , 4 ( 7 5 6 , 9 ) 7 4 5 , 1 ( 1 2 2 ) 2 9 3 ( 1 4 7 , 3 2 7 5 , 3 4 1 6 2 6 1 2 , 2 ) 7 8 9 , 8 5 ( ) 5 4 7 , 6 5 ( 3 1 0 , 7 4 8 2 7 7 , 8 9 5 9 9 , 8 9 5 9 5 7 ) 5 3 7 ( 2 0 4 , 1 ) 8 4 2 , 9 ( ) 2 2 8 , 7 ( 0 5 9 , 0 9 – 8 4 0 1 7 , 1 6 8 7 , 1 1 7 8 9 , 5 0 1 ) 0 9 2 , 9 4 ( 1 4 2 , 0 7 6 8 1 , 0 6 7 0 0 0 ’ $ d e n i a t e R i s g n n r a e 7 5 9 , 0 4 5 1 3 8 , 9 3 1 – – – – – – 1 3 8 , 9 3 1 – – ) 7 8 9 , 8 5 ( ) 7 8 9 , 8 5 ( 1 0 8 , 1 2 6 2 7 7 , 8 9 5 7 4 , 1 9 4 – – – – – – – – – – 2 7 7 , 8 9 ) 0 9 2 , 9 4 ( ) 0 9 2 , 9 4 ( 7 5 9 , 0 4 5 – 3 0 1 ) 8 9 1 , 4 ( 7 5 6 , 9 ) 7 4 5 , 1 ( 1 2 2 ) 2 9 3 ( 1 4 7 , 3 1 4 7 , 3 6 1 2 , 2 – 6 2 2 4 2 , 2 6 8 0 , 6 – 7 6 1 , 6 9 5 7 ) 5 3 7 ( 2 0 4 , 1 ) 8 4 2 , 9 ( ) 2 2 8 , 7 ( ) 2 2 8 , 7 ( – 0 1 7 , 1 – – – 8 4 3 0 1 8 5 7 , 1 – – – – – – – – – – – – 6 2 1 , 9 1 2 6 2 1 , 9 1 2 3 5 3 , 1 0 1 – – – – – – – – – – – 6 8 7 , 1 1 7 8 9 , 5 0 1 3 7 7 , 7 1 1 6 2 1 , 9 1 2 0 0 0 ’ $ s e v r e s e R 0 0 0 ’ $ l a t i p a c e r a h S F A M n i t s e r e t n i f o l e a s n o t n e m e t a t S e m o c n I e h t o t e v r e s e r l n o i t a s n a r t y c n e r r u c i n g e r o f m o r f d e r r e f s n a r T x a t f o t e n – s t n e m e v o m e v r e s e r n o i t a s n a r t l y c n e r r u c n g e r o f i ’ i s e t a c o s s a f o e r a h S ) 5 e t o N r e f e r ( x a t f o t e n – C L L n o n U i r e t a e r G x a t f o t e n – s n o i t a r e p o n g e r o f i r o f s e c n e r e f f i d n o i t a s n a r t l y c n e r r u c n g e r o F i e m o c n i / ) e s n e p x e ( e v s n e h e r p m o c i r e h O t 0 1 0 2 y l u J 1 t a e c n a l a B d o i r e p e h t r o f t i f o r P x a t f o t e n – s t n e m e v o m e v r e s e r n o i t a s n a r t l y c n e r r u c n g e r o f i ’ i s e t a c o s s a f o e r a h S x a t f o t e n – s n o i t a r e p o n g e r o f i r o f s e c n e r e f f i d n o i t a s n a r t l y c n e r r u c n g e r o F i e m o c n i / ) e s n e p x e ( e v s n e h e r p m o c i r e h O t 9 0 0 2 y l u J 1 t a e c n a l a B d o i r e p e h t r o f t i f o r P s r e n w o h t i w s n o i t c a s n a r t l a t o T 1 1 0 2 e n u J 0 3 t a e c n a a B l y t i u q e n i y l t c e r i d d e s i n g o c e r e m o c n i e v i s n e h e r p m o c r e h t o l a t o T x a t f o t e n – e s n e p x e s t n e m y a p d e s a b - e r a h s e e y o p m E l d o i r e p e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T s n a o l e r a h s e e y o p m e o t l j t n e m t s u d a e u a v l t n e s e r p t e N i d a p s d n e d v D i i x a t f o t e n – s t e s s a l i l a c n a n i f e a s - r o f - e b a l l i a v a f o e u a v l r i a f n i e s a e r c n i x a t f o t e n – s e g d e h w o l f h s a c f o e u a v l r i a f n i e g n a h c t e N t e N y t i u q e n i y l t c e r i d d e s i n g o c e r e s n e p x e e v i s n e h e r p m o c r e h t o l a t o T d o i r e p e h t r o f e m o c n i / ) e s n e p x e ( e v i s n e h e r p m o c l a t o T x a t f o t e n – s t e s s a l i l a c n a n i f e a s - r o f - e b a l l i a v a f o e u a v l r i a f n i e s a e r c n i x a t f o t e n – s e g d e h w o l f h s a c f o e u a v l r i a f n i e g n a h c t e N t e N x a t d n a s t s o c f o t e n – r e f f o e r a h s t n e m e l t i t n e a t a r - o r p e b a e c n u o n e R l x a t f o t e n – e s n e p x e s t n e m y a p d e s a b - e r a h s e e y o p m E l s n a o l e r a h s e e y o p m e o t l j t n e m t s u d a e u a v l t n e s e r p t e N s r e n w o h t i w s n o i t c a s n a r t l a t o T 0 1 0 2 e n u J 0 3 t a e c n a a B l i d a p s d n e d v D i i n a P l i t n e m t s e v n e R d n e d v D e h t i i r e d n u d e u s s i s e r a h S i i s e i r a d s b u s n i t s e r e t n i g n i l l o r t n o c - n o n o t n o i t u b i r t s D i . 9 0 1 o t 3 4 s e g a p n o s t n e m e t a t s l i a c n a n i f e h t o t s e t o n e h t h t i w n o i t c n u n o c j n i d a e r e b o t s i y t i u q E n i s e g n a h C f o t n e m e t t a S e h T 1 1 0 2 t r o p e R l a u n n A – d e t i i i l m L s g n d o H d e t a m a g a m A 1 4 l S T A T E M E N T O F C A S H F L O W S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 Note 2011 $’000 2010 $’000 CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts in the course of operations Cash payments in the course of operations Cash provided by operations Distributions from associates and jointly controlled entities Other revenue Finance costs paid Dividends received Interest received Income tax refunds Income tax paid Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of investment in an associate – net of costs Amounts invested in short term deposits Payments for property, plant and equipment and redevelopment of investment properties Payments for hotel assets in New Zealand – net of cash acquired Payments for businesses acquired including goodwill and associated plant and equipment in Australia Payments for cinema operations in New Zealand and Fiji – net of cash acquired Payments for leasehold cinema sites and associated plant and equipment in Australia Payments for remaining 50% interest in cinema joint venture site including plant and equipment Payments for increase in investments in associates and jointly controlled entities Purchase of management and leasehold rights, software and other intangibles assets Proceeds from disposal of other non-current assets Decrease in loans from other entities (Decrease)/increase in loans to associates and jointly controlled entities Net cash used by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Repayments of borrowings Repayments of finance lease Net proceeds from renounceable pro-rata entitlement share issue Dividends paid net of Dividend Reinvestment Plan Net cash (used)/provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of exchange rate fluctuations on cash held Cash and cash equivalents at the end of the year 821,604 (722,972) 98,632 33,159 43,292 (4,307) 486 3,820 261 (35,616) 139,727 78,451 (65,000) (71,838) (9,275) (2,830) – – – (1,000) (5,349) 734 (254) (26) (76,387) 15,451 (7,798) (3,716) – (58,987) (55,050) 8,290 45,288 (2,997) 50,581 40 10 820,817 (739,566) 81,251 45,357 41,219 (4,514) 479 862 778 (28,846) 136,586 – – (83,892) – – (47,521) (14,375) (3,517) (98) – 962 (434) 387 (148,488) 137,304 (165,795) (4,574) 105,987 (37,504) 35,418 23,516 23,227 (1,455) 45,288 The Statement of Cash Flows is to be read in conjunction with the notes to the financial statements set out on pages 43 to 109. 42 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES Amalgamated Holdings Limited (“Company”) is a company domiciled in Australia. The consolidated financial report of the Company as at and for the year ended 30 June 2011 comprises the Company and its subsidiaries (collectively referred to as the “Group”) and the Group’s interest in associates and jointly controlled entities. Amalgamated Holdings Limited is a company incorporated in Australia and limited by shares. The shares are publicly traded on the ASX. The nature of the operations and principal activities of the Group are described in Note 2. The financial report was authorised for issue by the Board of Directors of Amalgamated Holdings Limited on 25 August 2011. (a) (b) (i) (ii) Statement of compliance The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (AASBs) (including Australian Accounting Interpretations) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The financial report also complies with International Financial Reporting Standards and interpretations adopted by the International Accounting Standards Board. Basis of preparation Basis of measurement The financial report is prepared on the historical cost basis except for the following material items in the Statement of Financial Position which are measured at fair value: derivative financial instruments, financial instruments classified as available-for-sale, liabilities for cash- settled share-based payments and investment properties. Assets held for sale are stated at the lower of carrying amount and fair value less costs to sell. Certain comparative amounts have been reclassified to conform with the current year’s presentation. Use of estimates and judgements The preparation of a financial report in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods if affected. Judgements made by management in the application of AASBs that have a significant effect on the financial report and estimates with a significant risk of material adjustment in the next year are discussed in Note 1(z). (iii) Functional and presentation currency The financial report is presented in Australian dollars and the functional currency of the Group is Australian dollars. The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 (updated by Class Order 05/641 effective 28 July 2005 and Class Order 06/51 effective 31 January 2006) and in accordance with the Class Order, amounts in the financial report and Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated. (iv) Change in significant accounting policies The accounting policies described in this note have been applied consistently to all periods presented in this financial report and have been applied consistently by all entities in the Group, except as explained in this note which addresses changes in accounting policies. From 1 July 2010, the Group has prospectively applied AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project (2009) and AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project (2010) which became mandatory for the Group for the period beginning on or after 1 July 2010. The mandatory changes in these accounting policies had no material impact on the financial statements. 43 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued) (iv) Change in significant accounting policies (continued) The following standards have been identified as those which may impact the Group in the period of initial application. They were available for early adoption at 30 June 2011, but have not been applied by the Group in preparing these financial statements: (cid:120) AASB 9 Financial Instruments (2009) and AASB 9 Financial Instruments (2010) replaces the classification and measurement requirements for financial assets and liabilities currently contained in AASB 139 Financial Instruments. Under the new standards, financial assets are to be measured at either amortised cost or fair value. AASB 9 (2009) and AASB (2010) are expected to become mandatory for the Group’s 30 June 2014 financial statements. Retrospective application is generally required, although there are exceptions, particularly if the entity adopts the standard for the year ending 30 June 2012 or earlier. The Group does not plan to adopt this standard early and has not yet determined the potential effect of the standard. (c) (i) Basis of consolidation Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Under the acquisition method, consideration transferred in a business combination is measured at fair value, which is measured as the sum of the fair values at acquisition date of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration and share-based payment awards of the acquiree that are replaced mandatorily in the business combination. For acquisitions on or after 1 July 2009, the Group measures goodwill arising from the business combination at the acquisition date as the fair value of the consideration transferred, including the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. If the consideration transferred is lower than the fair value of the net identifiable assets of the subsidiary acquired, the difference is recognised in profit or loss. A contingent liability of the acquiree is assumed in a business combination only if the liability represents a present obligation and arises from past events, and its fair value can be measured. The Group measures any non-controlling interest at its proportionate interest of the fair value of identifiable net assets of the acquiree. (ii) (iii) Transaction costs incurred by the Group in connection with a business combination, such as due diligence fees, legal fees and other professional costs, are expensed as incurred. Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are presently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Associates and jointly controlled entities (“equity accounted investees”) Associates are those entities for which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. Jointly controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions. The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of associates and jointly controlled entities from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. The Group’s share of movements in reserves is recognised directly in consolidated equity. When the Group’s share of losses exceeds its interest in an equity accounted investee, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has legal or constructive obligations to make payments on behalf of the investee. (iv) Transactions eliminated on consolidation Intra-Group balances and transactions, and any unrealised gains and losses or income and expenses arising from intra-Group transactions, are eliminated in preparing the consolidated financial report. Unrealised gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Group’s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. 44 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued) (d) (i) (ii) Foreign currency Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year end date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss, except for differences arising on retranslation of a financial liability designated as a hedge of the net investment in a foreign operation that is effective, which are recognised in other comprehensive income. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined. Financial statements of foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Australian dollars at foreign exchange rates ruling at the reporting date. The income and expenses of foreign operations are translated to Australian dollars at rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised in other comprehensive income, and presented in the foreign currency translation reserve in equity. When a foreign operation is disposed of, in part or in full, the relevant amount in the reserve is transferred to profit or loss. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant portion of the cumulative amount is reclassified to profit or loss. (iii) Net investment in foreign operations Exchange differences arising from the translation of the net investment in foreign operations, and the effective portion of related hedges, are taken to the foreign currency translation reserve. They are released to profit or loss as an adjustment to profit or loss on disposal. Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned or likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised directly in other comprehensive income and presented in the foreign currency translation reserve in equity. (e) Derivative financial instruments From time to time, the Group uses derivative financial instruments to hedge its exposure to interest rate and foreign exchange risks arising from operating activities, investing activities and financing activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged (refer Note 1(f)). The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to terminate the swap at the reporting date, taking into account current interest rates and the creditworthiness of the swap counterparties. The fair value of forward exchange contracts is their quoted market price at the reporting date, being the present value of the quoted forward price. (f) Hedging On entering into a hedging relationship, the Group formally designates and documents the hedge relationship and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. The Group makes an assessment, both at inception of the hedge relationship as well as on an ongoing basis, whether such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows of the respective hedged items attributable to the hedged risk, and whether the actual results of each hedge have been highly effective throughout the financial reporting periods for which they are designated. 45 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued) (i) (ii) (g) (i) Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective portion of changes in the fair value of the derivative financial instrument is recognised in other comprehensive income and presented in equity in the hedging reserve. When the forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, or the forecast transaction for a non-financial liability becomes a firm commitment for which fair value hedge accounting is applied, the associated cumulative gain or loss is removed from equity and included in the initial cost or other carrying amount of the non-financial asset or liability. If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, then the associated gains and losses that were recognised directly in equity are reclassified into profit or loss in the same period or periods during which the asset acquired or liability assumed affects profit or loss (i.e. when interest income or expense is recognised). For cash flow hedges, the associated cumulative gain or loss is removed from equity and recognised in the Income Statement in the same period or periods during which the hedged forecast transaction affects profit or loss. Any ineffective portion of change in the fair value of the derivative is recognised immediately in profit or loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised in equity is kept in equity until the forecast transaction occurs. If a hedge transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is reclassified in profit or loss. Hedge of net investment in foreign operations The portion of the gain or loss on an instrument used to hedge a net investment in a foreign operation, that is determined to be an effective hedge, is recognised in other comprehensive income and presented in equity in the hedging reserve. The ineffective portion is recognised immediately in the Income Statement. Property, plant and equipment Owned assets Items of property, plant and equipment (except for investment properties – refer Note 1(g)(ii)) are stated at cost or deemed cost, less accumulated depreciation and impairment losses. The cost of assets represents the fair value of the consideration provided, plus incidental costs directly attributable to the acquisition and may also include: (cid:120) (cid:120) (cid:120) (cid:120) the initial estimate of the cost at the time of installation and during the period of use, when relevant and probable, of removing items and restoring the site on which they are located (decommissioning); changes in the measurement of existing liabilities recognised for decommissioning costs resulting from changes in the discount rate applied to these future liabilities or changes to estimates of cost; transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment; and the borrowing cost related to the acquisition or construction of qualifying assets (refer Note 1(v)). Where settlement of any part of cash consideration is deferred, the amounts payable are recorded at their present value, discounted at the rate applicable to the Group if a similar borrowing were obtained from an independent financier under comparable terms and conditions. The unwinding of the discount is treated as interest expense. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. (ii) Investment properties Investment properties comprise land and buildings which are held for long term rental yields or for capital appreciation, or both, and are not occupied by the Group in the ordinary course of business or for administration purposes. Initially, investment properties are measured at cost including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value with any change therein recognised in profit or loss. Property that is being constructed or redeveloped for future use as an investment property is also measured at fair value (unless a fair value cannot be reliably determined) from the date a decision has been made to hold the property long term as an investment property. Any gain or loss arising on remeasurement is recognised in profit or loss. When a property is reclassified from owner-occupied to an investment property following a change in its use, any difference at the date of transfer between the carrying amount of the property immediately prior to transfer and its fair value is recognised directly to the investment property revaluation reserve if it is an increase and to profit or loss if it is a decrease. 46 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued) (ii) (iii) (iv) (v) Investment properties (continued) Transfers are made from investment properties to inventories when there is a change in use as evidenced by the commencement of development with a view to sell. Investment properties are derecognised when they have either been disposed of or when the investment property is permanently withdrawn from use and no future benefit is expected from its disposal. Any gains or losses on the derecognition of an investment property are recognised in profit or loss in the period of derecognition. Leased assets Leases for property, plant and equipment under which the Group assumes substantially all the risks and benefits of ownership are classified as finance leases. Other leases are classified as operating leases. Finance leases are capitalised. Upon initial recognition, a lease asset is measured at the lower of its fair value and the present value of minimum lease payments. Contingent rentals are written off as an expense of the accounting period in which they are incurred. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy of the applicable asset. The interest component of finance lease payments is charged to profit or loss. Payments made under operating leases are charged against profits in equal instalments over the accounting periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property. Subsequent costs The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred, if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in the Income Statement as an expense. Depreciation Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives in the current and comparative periods are as follows: Buildings Plant and equipment Fixtures and fittings Leasehold buildings and improvements 40 – 80 years 3 – 20 years 3 – 10 years Shorter of estimated useful life and term of lease. Assets are depreciated or amortised from the date of acquisition or, in respect of internally constructed assets, from the time an asset is completed and held ready for use. Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted prospectively if appropriate. (h) (i) Intangible assets Goodwill Goodwill that arises from a business combination is initially measured as described in Note 1(c)(i). Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. As at the acquisition date, any goodwill acquired is allocated to each of the cash-generating units expected to benefit from the business combination’s synergies. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised. An impairment loss recognised in respect of goodwill cannot be reversed. The carrying amount of goodwill in respect of associates and jointly controlled entities is included in the carrying amount of the investment in the associate or jointly controlled entity. (ii) Construction rights Construction rights relate to the Group’s ability to develop accommodation in the Thredbo Alpine Resort. Construction rights are recognised at cost and are derecognised as the rights are either sold or developed. The carrying value of construction rights is reviewed annually. Any amounts no longer considered recoverable are written off, with the impairment loss recorded in profit or loss. 47 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued) (iii) Other intangible assets Other intangible assets, which largely comprise management and leasehold rights and software, are stated at cost less accumulated amortisation and impairment losses. Management rights are amortised over the life of the management agreements on a straight-line basis. Software for major operating systems is amortised over a four to five year period on a straight-line basis. (i) Impairment The carrying amounts of the Group’s non-financial assets, other than investment properties, are reviewed at each reporting date to determine whether there is any indication of impairment. Where an indicator of impairment exists, the Group makes a formal estimate of the asset’s recoverable amount. For goodwill, the recoverable amount is estimated each year at the same time. Where the carrying amount of an asset or its related cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. The recoverable amount of assets or cash-generating units is the greater of its fair value less costs to sell, and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment of receivables is not recognised until objective evidence is available that a loss event has occurred. Receivables are individually assessed for impairment. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds the recoverable amount. Impairment losses are recognised in profit or loss unless the asset or its cash-generating unit has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of the previous revaluation, with any excess recognised in profit or loss. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (j) Investments All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment. After initial recognition, investments, which are classified as available-for-sale, are measured at fair value. Available-for-sale financial assets comprise marketable equity securities. For investments that are actively traded in organised financial markets, fair value is determined by reference to securities exchange quoted market bid prices at the close of business at reporting date. Gains or losses on available-for-sale investments are recognised as a separate component of equity in the available-for-sale investments revaluation reserve until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the Income Statement. An impairment loss recognised in the Income Statement in respect of an available-for-sale investment is not reversed through the Income Statement. (k) Inventories Inventories are measured at the lower of cost and net realisable value. Work in progress is valued at cost. Cost is based on the first-in- first-out principle and includes expenditure incurred in bringing inventories to their existing condition and location. The cost of inventories may also include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of inventories. (See Note 1(f)). Transfers are made from investment properties to inventories when there is a change in use as evidenced by the commencement of development with a view to sale. (See Note 1(g)). (l) Contract work in progress For equipment build and cinema installation contracts, profit is brought to account on a percentage of completion basis. 48 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued) (m) (n) (o) (p) (q) (i) Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the Statement of Cash Flows. Receivables Trade and other receivables are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, receivables are measured at amortised cost using the effective interest method, less any impairment losses. Where the payment terms for the sale of an asset are deferred, the receivable is discounted using the prevailing rate for a similar instrument of an issuer with similar credit terms. The unwinding of the discount is treated as finance revenue. Payables Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost. Trade accounts payable are normally non-interest bearing and settled within 30 days. Borrowings Interest bearing and non-interest bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in profit or loss over the period of the borrowings using the effective interest method. Provisions Employee benefits Provision is made for employee benefits including annual leave for employees and the retirement benefits for qualifying non-executive directors. The provision is calculated as the present value of the Group’s net obligation to pay such benefits resulting from the employees’ services provided up to the reporting date. The provisions due to be settled within 12 months have been calculated at undiscounted amounts based on the remuneration rates the employer expects to pay after the reporting date and includes related on-costs. The liability for employees’ benefits to long service leave represents the present value of the estimated future cash outflows to be made by the employer resulting from employees’ services provided up to the reporting date. Liabilities for employee benefits which are not due to be settled within 12 months are discounted using the rates attaching to national government securities at reporting date, which most closely match the terms of maturity of the related liabilities. In determining the liability for employee benefits, consideration has been given to future increases in wage and salary rates, and the Group’s experience with staff departures. Related on-costs have also been included in the liability. (ii) Onerous contracts A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable costs of meeting the obligations under that contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with the contract. The provision recognised is based on the excess of the estimated cash flows to meet the unavoidable costs under the contract over the estimated cash flows to be received in relation to the contract, having regard to the risks of the activities relating to the contract. The net estimated cash flows are discounted using market yields on national government guaranteed bonds with terms to maturity that match, as closely as possible, the expected future cash flows. (iii) Decommissioning of leasehold improvements A provision for the estimated cost of decommissioning leasehold improvements is made where a legal or constructive obligation exists. In determining the provision for decommissioning costs, an assessment is made for each location of the likelihood and amount of the decommissioning costs to be incurred in the future. The estimated future liability is discounted to a present value, with the discount amount unwinding over the life of the leasehold asset as an interest expense recorded in profit or loss. The estimated decommissioning cost recognised as a provision is included as part of the cost of the leasehold improvements at the time of installation or during the term of the lease, as the liability for decommissioning is reassessed. This amount capitalised is then depreciated over the life of the asset. (iv) Other Other provisions are recognised in the Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The unwinding of the discount is recognised as finance cost. 49 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued) (r) (s) (i) (ii) (t) (i) (ii) (iii) (iv) (v) Superannuation plans The Group contributes to several defined contribution superannuation plans. Contributions are charged against income as they are made. These contributions are in accordance with the relevant trust deeds and the Superannuation Guarantee Levy. Share-based payment transactions – employee share and option plans Executive Performance Share Plan Equity-based compensation benefits are provided to employees via the Executive Performance Share Plan. The fair value of performance shares granted under the Executive Performance Share Plan is recognised as an employee expense over the period during which the employees become unconditionally entitled to the shares. There is a corresponding increase in equity, being recognition of a share-based payments reserve. The fair value of performance shares granted is measured at grant date. The fair value of the shares was determined using the Monte Carlo simulation model, taking into account the terms and conditions upon which the shares were granted. To facilitate the operation of the Executive Performance Share Plan, a third party trustee is used to administer the trust which holds shares allocated under the Executive Performance Share Plan. Performance shares are subject to performance hurdles. The performance shares are recognised in the Statement of Financial Position as restricted ordinary shares. Performance shares are included within the weighted average number of shares used as the denominator for determining basic earnings per share and net tangible asset backing per share. The Group incurs expenses on behalf of the trust. These expenses are in relation to administration costs of the trust and are recorded in the Income Statement as incurred. Employee Share Plan The Group has in prior years issued shares to certain employees under an Employee Share Plan. No shares have been issued under this plan since February 1998. Other than costs incurred in administering the scheme which are expensed as incurred, the scheme does not result in any expense to the Group. Revenue recognition Revenues are recognised at fair value of the consideration received, net of the amount of goods and services tax (“GST”), or equivalent tax in overseas jurisdictions. Sale of goods Revenue from the sale of goods comprises revenue earned (net of returns, discounts, allowances and GST or equivalent tax in overseas jurisdictions) from the provision of products to entities outside the Group. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have been transferred to the customer. Rendering of services and deferred revenue Revenue from rendering services is recognised in the period in which the service is provided. Revenue relating to future periods which is not yet recognised because the service is yet to be provided or the admission made, is shown on the Statement of Financial Position as deferred revenue. Interest and dividend revenue Interest income is recognised as it accrues, taking into account the effective yield on the financial asset. Dividend income is recognised on the date that the Group’s right to receive payment is established. Rental income Rental income is recognised in the Income Statement on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income. Sale of non-current assets The gain or loss on disposal of an item of property, plant and equipment is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds from the disposal. 50 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued) (vi) (u) Customer loyalty programs The Group operates loyalty programs where customers accumulate points for purchases made which entitles them to discounts on future purchases. The award points are recognised as a separately identifiable component of the initial sale transaction, by allocating the fair value of the consideration received between the award points and the components of the sale such that the award points are recognised at their fair value. The fair value of the points is estimated based on the fair value of the goods and services received and adjusted to take into account the expected forfeiture rate. Revenue from the award points is recognised when the points are redeemed. The amount of the revenue is based on the number of points redeemed relative to the total number expected to be redeemed. Goods and services tax Revenues, expenses and assets are recognised net of the amount of GST, or equivalent tax in overseas jurisdictions, except where the amount of GST or equivalent tax incurred is not recoverable from the local taxation authorities. In these circumstances, the tax is recognised as part of the cost of acquisition of the asset or as part of an item of expense. Receivables and payables are stated with the amount of GST or equivalent tax included. The net amount of the tax recoverable from, or payable to, taxation authorities is included as a current asset or liability in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis. The GST or equivalent tax components of cash flows arising from investing and financing activities which are recoverable from, or payable to, taxation authorities are classified as operating cash flows. (v) Finance costs Finance costs include interest, amortisation of discounts or premiums relating to borrowings, amortisation of ancillary costs incurred in connection with arrangement of borrowings and lease finance charges. Ancillary costs incurred in connection with the arrangement of borrowings are capitalised and amortised over the life of the borrowings. Finance costs are expensed as incurred unless they relate to qualifying assets. Qualifying assets are assets which take more than 12 months to get ready for their intended use or sale. Where funds are borrowed specifically for the acquisition, construction or production of a qualifying asset, the amount of borrowing costs capitalised is that incurred in relation to that borrowing, net of any interest earned on those borrowings. Where funds are borrowed generally, borrowing costs are capitalised using a weighted average interest rate applicable to the entity’s borrowings during the period. (w) (i) Taxation Income tax Income tax expense in the Income Statement for the periods presented comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: taxable temporary difference arising from the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. Deferred tax is measured based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (ii) Tax consolidation regime The Company and its Australian wholly owned subsidiaries are part of a tax consolidated group. As a consequence, all members of the tax consolidated group are taxed as a single entity. Amalgamated Holdings Limited is the head entity within the tax consolidated group. 51 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued) (x) Segment reporting An operating segment is a component of the Group that engages in business activities from which it earns revenues and incurs expenses, including revenues and expenses from transactions with other Group segments. All segments’ operating results are regularly reviewed by the Group’s Managing Director to make decisions about resources to be allocated to a segment and to assess its performance, and for which discrete financial information is available. Segment results that are reported to the Managing Director include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate head office assets, head office expenses, and income tax assets and liabilities. Additions to non-current segment assets are the total cost incurred during the period to acquire assets that include amounts expected to be recovered over more than 12 months after the year end date. Amounts include property, plant and equipment, but exclude financial instruments and deferred tax assets. (y) Earnings per share Basic earnings per share (“EPS”) is calculated by dividing the profit for the period attributable to members of the Company by the weighted average number of ordinary shares of the Company. Diluted EPS adjusts the figures used in the determination of basic EPS to take into account the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (z) Accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. Accounting estimates and assumptions The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: (i) Recoverable amount of assets The Group has undertaken assessments of whether long-lived assets including property assets, goodwill and plant and equipment could be deemed to be impaired. In assessing the recoverability of these assets, assumptions are made regarding the estimated future cash flows and other factors, including the pre-tax discount rate to be applied, to determine the recoverable amount of the respective assets. The estimate of cash flow is based upon, among other things, certain assumptions about expected future operating performance. Estimates of discounted cash flow may differ from actual cash flow due to factors such as economic conditions, changes to business models or changes in operating performance. If the sum of the discounted estimated cash flows is less than the current carrying value, an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset, is recognised. The Group has also previously recognised impairment write-downs for property, plant and equipment. Where trading circumstances improve at the previously impaired site, an assessment of recoverable value is made to determine if an impairment loss can be reversed, net of depreciation that would have been incurred had no impairment loss been recognised. These determinations also require estimates and assumptions with regard to the future trading performance of those assets. Refer Note 17 for details of impairment losses recognised and prior period impairments written back. (ii) Fair value of investment properties Investment properties are independently revalued to fair value each reporting period, with any gain or loss arising on remeasurement being recognised in the Income Statement. In assessing the fair value of properties, a number of assumptions are made at the end of each reporting period regarding future cash flows, future property market economic conditions and other factors including cash flow discount rates and rental capitalisation rates. The carrying value of investment properties is disclosed in Note 18 along with a summary of the movements in the carrying value. 52 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued) (iii) Share-based payment transactions The Group measures the cost of the Executive Performance Share Plan by reference to the fair value of the equity instruments at the date at which the shares are granted. The fair value of performance shares granted is determined by an external valuer using a Monte Carlo simulation model using the assumptions detailed in Note 30. Critical judgements Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is: (i) Classification of properties The Group holds three properties which were previously operating cinema sites. Pending completion and approval of plans for the long term use of these properties, they have not been classified as investment properties. These properties continue to be accounted for using the cost basis rather than the fair value basis which is applied to investment properties. (ii) Contingent assets and liabilities Refer Note 32 for estimates and judgements made in relation to contingent assets and liabilities. At 30 June 2011, there is a significant contingent asset relating to disputed value added tax (“VAT”) provided for or paid by controlled entities in Germany. The determination of whether a possible amount receivable is a contingent asset or an asset that can be recognised in the Statement of Financial Position requires judgement on the degree of probability that future events, outside the control of the Group, will occur. For an asset to be recognised in the Statement of Financial Position, the occurrence of future events must be judged to be virtually certain at balance date. (aa) Discontinued operations A discontinued operation is a component of the Group’s business that represents a separate major line of business that has been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative Income Statement and Statement of Comprehensive Income are re-presented as if the operation had been discontinued from the start of the comparative period. 53 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 2 – SEGMENT REPORTING Segment information is presented in respect of the Group’s reporting segments. These are the Group’s main strategic business segments and have differing risks and rewards associated with the business due to their different product or service and geographic markets. For each of these operating segments, the Group’s Managing Director regularly reviews internal management reports. Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax as included in the internal management reports. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of segments relative to other businesses. Inter-segment pricing is determined on an arm’s length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise interest bearing loans and borrowings and borrowing costs, interest income and corporate head office assets and expenses. Operating segments The Group comprises the following main operating segments: Cinema Exhibition Australia Includes the cinema exhibition operations in Australia. Cinema Exhibition New Zealand Includes cinema exhibition operations in New Zealand as well as a joint venture interest in two cinema sites in Fiji. These cinema exhibition operations were acquired on 18 February 2010. Cinema Exhibition Germany Includes the cinema exhibition operations in Germany. Cinema Exhibition United Arab Emirates Includes the Group’s 49% investment in cinema exhibition operations in the United Arab Emirates. The Group’s interest in the United Arab Emirates associate was sold on 25 October 2010. See Note 5. Entertainment Technology Includes theatre equipment supply and servicing and the manufacture of film processors and related equipment. Hotels Includes the ownership operation and management of hotels in Australia and overseas. Thredbo Alpine Resort Includes all the operations of the resort including property development activities. Leisure/Attractions Includes ancillary leisure and other activities including Featherdale Wildlife Park and The State Theatre. Property and Other Investments Includes property rental, investment properties and available-for-sale investments. Geographical information Also presented is information on the Group’s split of revenue and non-current assets by geographic location. Geographic revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets. The Group operates in Australia, New Zealand and Germany. The Group also operated in the United Arab Emirates until 25 October 2010. 54 Amalgamated Holdings Limited – Annual Report 2011 6 8 5 , 4 9 7 ) 8 1 3 , 0 6 ( 4 0 9 , 4 5 8 ) 7 3 6 , 9 ( 9 4 9 , 4 8 7 – ) 8 1 3 , 0 6 ( ) 7 3 6 , 9 ( 7 6 2 , 5 4 8 2 6 4 , 1 9 ) 4 0 3 , 0 6 ( 6 6 7 , 1 5 1 7 5 3 , 3 1 2 4 8 , 2 8 6 1 , 5 1 8 8 1 , 8 2 7 7 4 , 3 3 9 3 9 , 4 2 1 ) 2 5 9 , 4 1 ( 9 6 1 – – ) 8 7 9 , 1 ( ) 2 8 2 , 2 6 ( 5 5 4 , 5 3 1 2 2 , 7 8 1 ) 2 5 9 , 4 1 ( 9 6 1 6 5 1 , 0 1 1 ) 2 8 2 , 2 6 ( 8 3 4 , 2 7 1 9 4 5 , 7 7 ) 7 0 6 , 2 3 ( – ) 2 8 2 , 2 6 ( ) 7 0 6 , 2 3 ( 1 3 8 , 9 3 1 – 7 5 3 , 3 1 – 2 4 8 , 2 – 8 6 1 , 5 1 3 3 1 2 2 , 8 2 8 0 9 ) 6 1 ( 2 9 8 4 0 3 , 0 6 0 4 3 , 3 1 9 3 7 , 1 0 2 9 , 5 1 8 7 9 , 1 2 8 2 , 2 6 7 8 2 , 2 7 2 6 , 5 1 0 4 5 9 7 2 , 2 3 3 6 , 0 3 3 5 5 , 6 4 0 0 0 ’ $ i g n u n i t n o c s n o i t a r e p o 7 3 6 , 9 8 5 7 , 4 3 9 3 , 4 6 5 2 4 7 , 5 7 7 d e t a d i l o s n o C – – 0 0 0 ’ $ : s s e L s n o i t a r e p o d e u n i t n o c s i D – – 6 5 3 9 3 , 4 ) 8 1 3 , 0 6 ( 6 7 0 , 5 6 5 3 1 , 3 7 3 6 , 9 – – 7 3 6 , 9 – – – 0 7 1 5 4 0 , 1 – 8 1 3 , 0 6 – 6 0 4 – 2 – – – – 0 0 0 ’ $ d e t a d i l o s n o C S T N E M E T A T S L A I C N A N I F E H T O T S E T O N 1 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F 0 0 0 ’ $ d n a y t r e p o r P r e h t O s t n e m t s e v n I 0 0 0 ’ $ / e r u s i e L s n o i t c a r t t A i e n p A l o b d e r h T 0 0 0 ’ $ t r o s e R 0 0 0 ’ $ s l e t o H i n o i t i b h x E a m e n C i 0 0 0 ’ $ l y g o o n h c e T 0 0 0 ’ $ s e t a r i m E t n e m n i a t r e t n E b a r A d e t i n U 0 0 0 ’ $ y n a m r e G 0 0 0 ’ $ d n a l a e Z w e N 0 0 0 ’ $ a i l a r t s u A I G N T R O P E R T N E M G E S – 2 E T O N ) d e u n i t n o c ( e m o c n i r e h t o d n a e u n e v e R s t n e m g e s g n i t a r e p O 1 1 0 2 2 4 7 , 5 7 7 5 3 1 , 2 2 2 1 3 , 2 1 2 0 9 , 3 5 5 2 1 , 5 6 1 4 6 6 , 0 3 4 5 4 , 0 7 2 5 9 5 , 0 6 5 5 5 , 0 6 1 e u n e v e r t n e m g e s l a n r e t x E e m o c n i r e h t o d n a e u n e v e r d e t a d i l o s n o C e u n e v e r t n e m g e s - r e t n i f o n o i t a n m i i l E e m o c n i r e h t o d n a e u n e v e r l a t o T d e t n u o c c a y t i u q e f o ) s s o l ( / t i f o r p t e n f o e r a h S s g n k a i t r e d n u s s e n s u b i t l u s e r t n e m g e S t l u s e R e s n e p x e x a t e m o c n i d e t a l e r e r o f e b t i f o r P e m o c n i e c n a n i f t e N s e s n e p x e d n a e u n e v e r d e t a c o l l a n U e s n e p x e x a t e m o c n i r e t f a t i f o r P e s n e p x e x a t e m o c n I e u n e v e r t n e m g e s - r e t n I l a n r e t x e – e m o c n i r e h O t e u n e v e r d e t a c o l l a n u r e h O t e m o c n i e c n a n F i ) 5 5 6 ( 5 2 3 ) 0 4 3 , 6 3 ( – – – ) 5 5 6 ( 5 2 3 – – – – – – – – – – ) 0 4 3 , 6 3 ( ) 7 8 6 , 2 ( ) 7 6 3 ( ) 5 2 5 , 3 ( ) 8 1 9 , 0 1 ( ) 9 0 3 ( – – – ) 1 2 4 , 6 ( ) 9 7 5 , 4 ( ) 4 3 5 , 7 ( i n o i t a c e r p e d d n a n o i t a s i t r o m A ) 8 9 3 ( 5 2 3 – ) 7 5 2 ( – – d n a t n a p l , y t r e p o r p f o s n w o d - e t i r w t n e m r i a p m I t n e m p u q e i n i e d a m s n w o d - e t i r w t n e m r i a p m i f o l a s r e v e R s r a e y r o i r p 1 1 0 2 t r o p e R l a u n n A – d e t i i i l m L s g n d o H d e t a m a g a m A 5 5 l 0 0 0 ’ $ i g n u n i t n o c s n o i t a r e p o d e t a d i l o s n o C 0 0 0 ’ $ : s s e L s n o i t a r e p o d e u n i t n o c s i D 0 0 0 ’ $ d e t a d i l o s n o C S T N E M E T A T S L A I C N A N I F E H T O T S E T O N 1 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F 0 0 0 ’ $ d n a y t r e p o r P r e h t O s t n e m t s e v n I 0 0 0 ’ $ / e r u s i e L s n o i t c a r t t A i e n p A l o b d e r h T 0 0 0 ’ $ t r o s e R 0 0 0 ’ $ s l e t o H i n o i t i b h x E a m e n C i 0 0 0 ’ $ l y g o o n h c e T 0 0 0 ’ $ s e t a r i m E t n e m n i a t r e t n E b a r A d e t i n U 0 0 0 ’ $ 0 0 0 ’ $ y n a m r e G d n a l a e Z w e N 0 0 0 ’ $ a i l a r t s u A I G N T R O P E R T N E M G E S – 2 E T O N s t n e m g e s g n i t a r e p O ) d e u n i t n o c ( 1 1 0 2 – ) 8 1 3 , 0 6 ( 8 1 3 , 0 6 – 1 5 2 , 2 0 0 6 , 5 1 5 8 , 7 – – ) 8 1 3 , 0 6 ( 1 5 2 , 2 1 5 2 , 2 0 0 6 , 5 9 6 1 , 8 6 0 0 6 , 5 1 5 8 , 7 – – – – – – – – – – – – – – – – 8 1 3 , 0 6 – – 8 1 3 , 0 6 – – – – – – – – – – – – 1 1 0 2 t r o p e R t n e m t s e v n i d e t n u o c c a y t i u q e f o l e a s n o t i f o r P ) C L L i n o n U r e t a e r G F A M ( e m o c n I f o y t r e p o r p t n e m t s e v n i n a o t n o i t a c i f i s s a c e r l d n a n o i t a u a v l n o i n a g t n e m p o e v e D l s m e t i t n a c i f i n g s y i l l i a u d v d n i I y t r e p o r p i i c v C a r r e b n a C d e p o e v e d e r l e h t s t o l d n a l l a i t n e d s e r i d e p o e v e d l f o l e a s n o t i f o r P l a u n n A – d e t i i i l m L s g n d o H d e t a m a g a m A 6 5 l 0 0 0 ’ $ 7 5 7 , 7 6 8 5 7 4 , 4 1 1 6 3 0 , 1 1 6 3 4 , 0 9 4 0 7 , 3 8 0 , 1 d e t a d i l o s n o C – 2 2 3 , 5 5 1 – 4 9 6 , 0 1 – 7 4 0 , 5 4 – 0 3 6 , 9 8 3 1 5 1 6 1 0 , 8 1 – – 4 7 7 , 1 7 1 3 , 6 8 1 9 4 , 6 1 8 7 , 0 5 0 5 9 , 1 1 1 9 5 0 , 6 0 1 S T N E M E T A T S L A I C N A N I F E H T O T S E T O N 1 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F 0 0 0 ’ $ d n a y t r e p o r P r e h t O s t n e m t s e v n I 0 0 0 ’ $ / e r u s i e L s n o i t c a r t t A i e n p A l o b d e r h T 0 0 0 ’ $ t r o s e R 0 0 0 ’ $ s l e t o H 0 0 0 ’ $ l y g o o n h c e T 0 0 0 ’ $ s e t a r i m E t n e m n i a t r e t n E b a r A d e t i n U 0 0 0 ’ $ y n a m r e G 0 0 0 ’ $ d n a l a e Z w e N 0 0 0 ’ $ a i l a r t s u A I G N T R O P E R T N E M G E S – 2 E T O N s t n e m g e s g n i t a r e p O ) d e u n i t n o c ( i n o i t i b h x E a m e n C i 2 1 4 , 0 1 7 9 2 , 2 5 1 9 6 , 6 3 2 2 8 9 , 3 7 1 0 8 6 , 1 5 1 3 7 9 8 , 1 1 6 5 2 , 6 1 3 0 5 , 2 1 – 0 5 4 , 7 5 7 8 5 , 3 1 4 9 2 , 0 6 8 2 6 , 1 9 2 8 3 , 6 – 1 9 5 , 2 1 7 7 , 3 5 0 1 – 1 0 8 , 9 6 3 2 , 5 7 3 8 , 3 1 s t e s s a t n e r r u c - n o n f o s n o i t i i s u q c A 2 4 7 , 5 7 7 7 5 7 , 7 6 8 5 7 4 , 4 1 1 8 2 6 , 1 9 – – – – 2 4 7 , 5 7 7 7 5 7 , 7 6 8 5 7 4 , 4 1 1 8 2 6 , 1 9 – – – – 0 0 0 ’ $ i g n u n i t n o c s n o i t a r e p o d e t a d i l o s n o C 0 0 0 ’ $ : s s e L s n o i t a r e p o d e u n i t n o c s D i 0 0 0 ’ $ d e t a d i l o s n o C 0 0 0 ’ $ s e t a r i m E b a r A d e t i n U 0 0 0 ’ $ y n a m r e G 4 5 4 , 0 7 2 7 1 3 , 6 8 4 7 7 , 1 1 0 8 , 9 i j i F 0 0 0 ’ $ 4 8 9 , 1 8 5 9 1 , 4 9 1 9 4 , 6 1 3 0 , 7 1 d n a d n a l a e Z w e N 0 0 0 ’ $ a i l a r t s u A 4 0 3 , 3 2 4 5 4 2 , 7 8 6 0 1 2 , 6 0 1 6 9 7 , 4 6 s t n e m t s e v n i d e t n u o c c a y t i u q E s t e s s a t n e m g e s l e b a t r o p e R e u n e v e r t n e m g e s l a n r e t x E s t e s s a t n e r r u c - n o n f o s n o i i t i s u q c A n o i t a m r o f n i l i a c h p a r g o e G 1 1 0 2 t r o p e R l a u n n A – d e t i i i l m L s g n d o H d e a m a g a m A 7 5 t l s t n e m t s e v n i d e t n u o c c a y t i u q E s t e s s a t n e m g e s l e b a t r o p e R s t e s s a x a t d e r r e f e D s t e s s a e t a r o p r o c d e t a c o l l a n U s t e s s a l a t o t d e t a d i l o s n o C s e i t i l i b a L i s e i t i l i b a i l t n e m g e s l e b a t r o p e R s e i t i l i b a i l x a t d e r r e f e D s e i t i l i b a i l e t a r o p r o c d e t a c o l l a n U s e i t i l i b a i l l a t o t d e t a d i l o s n o C 1 1 0 2 s t e s s A 0 0 0 ’ $ i g n u n i t n o c s n o i t a r e p o 6 1 0 , 0 0 8 3 3 5 , 3 3 0 9 , 1 1 8 5 8 3 6 3 7 3 , 6 1 8 ) 3 3 5 , 3 ( 0 4 8 , 2 1 8 7 0 1 , 5 0 1 0 1 5 , 9 3 7 1 6 , 4 4 1 ) 1 3 4 , 3 1 ( ) 7 4 7 , 3 ( 9 3 4 , 7 2 1 7 6 7 , 9 8 ) 2 7 6 , 7 3 ( 6 8 9 ) 7 4 6 , 3 3 ( ) 5 2 3 , 1 1 ( d e t a d i l o s n o C 0 0 0 ’ $ : s s e L s n o i t a r e p o d e u n i t n o c s i D – – – – – – – – – ) 5 0 0 , 9 ( ) 5 0 0 , 9 ( – – ) 5 0 0 , 9 ( – ) 5 0 0 , 9 ( – – – 0 0 0 ’ $ d e t a d i l o s n o C S T N E M E T A T S L A I C N A N I F E H T O T S E T O N 1 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F 0 0 0 ’ $ d n a y t r e p o r P r e h t O s t n e m t s e v n I 0 0 0 ’ $ / e r u s i e L s n o i t c a r t t A i e n p A l o b d e r h T 0 0 0 ’ $ t r o s e R 0 0 0 ’ $ s l e t o H 0 0 0 ’ $ l y g o o n h c e T 0 0 0 ’ $ s e t a r i m E t n e m n i a t r e t n E b a r A d e t i n U 0 0 0 ’ $ y n a m r e G 0 0 0 ’ $ d n a l a e Z w e N 0 0 0 ’ $ a i l a r t s u A I G N T R O P E R T N E M G E S – 2 E T O N e m o c n i r e h t o d n a e u n e v e R 0 1 0 2 s t n e m g e s g n i t a r e p O ) d e u n i t n o c ( i n o i t i b h x E a m e n C i 0 3 7 , 8 4 3 0 7 9 , 1 2 2 2 2 , 7 5 1 e u n e v e r t n e m g e s l a n r e t x E 6 1 0 , 0 0 8 3 4 0 , 6 2 5 9 0 , 1 1 3 3 4 , 1 5 9 6 0 , 0 5 1 4 5 4 , 3 3 3 3 5 , 3 – 3 0 9 , 1 1 5 6 8 , 0 1 – – – – – 2 5 – 3 3 5 , 3 – – – – 6 8 9 – – – – 8 5 8 3 6 3 7 3 , 6 1 8 ) 3 3 5 , 3 ( 0 4 8 , 2 1 8 7 0 1 , 5 0 1 5 0 5 , 7 1 4 2 4 , 2 6 4 0 , 5 1 1 9 1 , 2 2 5 1 5 , 8 4 2 2 6 , 3 5 1 ) 1 3 4 , 3 1 ( ) 7 4 7 , 3 ( 4 4 4 , 6 3 1 2 7 7 , 8 9 ) 2 7 6 , 7 3 ( – 5 0 5 , 7 1 – 4 2 4 , 2 – 6 4 0 , 5 1 ) 5 1 2 ( 6 7 9 , 1 2 7 6 7 , 1 3 1 0 8 7 , 1 – 5 0 0 , 9 5 0 0 , 9 2 3 4 , 7 2 9 1 5 , 1 1 5 9 , 8 2 9 1 4 5 7 2 4 9 6 3 2 3 , 8 1 8 1 9 , 7 3 1 4 2 , 6 5 e m o c n i r e h t o d n a e u n e v e r d e t a d i l o s n o C e u n e v e r t n e m g e s - r e t n i f o n o i t a n m i i l E e m o c n i r e h t o d n a e u n e v e r l a t o T d e t n u o c c a y t i u q e f o ) s s o l ( / t i f o r p t e n f o e r a h S s g n k a i t r e d n u s s e n s u b i t l u s e r t n e m g e S t l u s e R e s n e p x e x a t e m o c n i d e t a l e r e r o f e b t i f o r P s t s o c e c n a n i f t e N s e s n e p x e d n a e u n e v e r d e t a c o l l a n U e s n e p x e x a t e m o c n i r e t f a t i f o r P e s n e p x e x a t e m o c n I l a n r e t x e - e m o c n i r e h O t e m o c n i e c n a n F i e u n e v e r d e t a c o l l a n u r e h O t e u n e v e r t n e m g e s - r e t n I 6 8 9 – ) 5 2 3 , 1 1 ( ) 5 2 5 , 5 ( – – – – ) 7 4 6 , 3 3 ( ) 2 4 2 , 3 ( ) 8 7 3 ( ) 2 8 6 , 3 ( – ) 0 1 6 , 9 ( ) 0 0 8 , 5 ( – – ) 5 7 ( – – – ) 0 0 5 , 7 ( ) 5 4 9 , 1 ( ) 5 1 2 , 7 ( i n o i t a c e r p e d d n a n o i t a s i t r o m A – 6 8 9 – – – – d n a t n a p l , y t r e p o r p f o s n w o d - e t i r w t n e m r i a p m I t n e m p u q e i n i e d a m s n w o d - e t i r w t n e m r i a p m i f o l a s r e v e R s r a e y r o i r p 1 1 0 2 t r o p e R l a u n n A – d e t i i l i m L s g n d o H d e a m a g a m A 8 5 t l 0 0 0 ’ $ i g n u n i t n o c s n o i t a r e p o 3 6 1 , 0 1 4 0 3 , 8 6 8 9 ) 0 0 8 , 5 ( ) 5 2 5 , 5 ( ) 1 0 2 , 2 ( 2 6 2 , 3 9 8 1 , 9 d e t a d i l o s n o C 0 0 0 ’ $ : s s e L s n o i t a r e p o d e u n i t n o c s i d – – – – – – – – 0 0 0 ’ $ 3 6 1 , 0 1 4 0 3 , 8 6 8 9 ) 0 0 8 , 5 ( d e t a d i l o s n o C – – 3 6 1 , 0 1 4 0 3 , 8 ) 5 2 5 , 5 ( ) 5 2 5 , 5 ( ) 1 0 2 , 2 ( 2 6 2 , 3 9 8 1 , 9 – – 2 4 9 , 2 1 S T N E M E T A T S L A I C N A N I F E H T O T S E T O N 1 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F 0 0 0 ’ $ d n a y t r e p o r P r e h t O s t n e m t s e v n I 0 0 0 ’ $ / e r u s i e L s n o i t c a r t t A i e n p A l o b d e r h T 0 0 0 ’ $ t r o s e R 0 0 0 ’ $ s l e t o H 0 0 0 ’ $ l y g o o n h c e T 0 0 0 ’ $ s e t a r i m E t n e m n i a t r e t n E b a r A d e t i n U 0 0 0 ’ $ y n a m r e G 0 0 0 ’ $ d n a l a e Z w e N 0 0 0 ’ $ a i l a r t s u A I G N T R O P E R T N E M G E S – 2 E T O N s t n e m g e s g n i t a r e p O ) d e u n i t n o c ( 0 1 0 2 i n o i t i b h x E a m e n C i f o y t r e p o r p t n e m t s e v n i n a o t n o i t a c i f i s s a c e r l d n a n o i t a u a v l n o i n a g t n e m p o e v e D l e m o c n I s m e t i t n a c i f i n g s y i l l i a u d v d n i I – – – – – – – – – – – – – – – – – – – ) 0 0 8 , 5 ( – – – ) 0 0 8 , 5 ( – – – – – – – – – – – – – – – – – – 6 8 9 – – ) 1 0 2 , 2 ( – ) 5 1 2 , 1 ( – – – – – – – – – – – – – – s t o l d n a l l a i t n e d s e r i d e p o e v e d l f o l e a s n o t i f o r P - e t i r w t n e m r i a p m i ’ s r a e y r o i r p f o l a s r e v e R t n e m p u q e i d n a t n a p l f o s n w o d s e s n e p x E d n a d n a l l d o h e e r f f o s n w o d - e t i r w t n e m r i a p m I s g n d i l i u b e u a v l i g n y r r a c e h t n i s n w o d - e t i r w t n e m r i a p m I d n a i s g n w o G e h t f o t n e m p o e v e d e r l d e n n a p l y e n d y S n i s g n d i l i u b e c i f f o e r t a e h T e t t a S e h t m o r f i g n s i r a t n e m p u q e i d n a t n a p l f o y t r e p o r p i i c v C a r r e b n a C d e p o e v e d e r l e h t g n i t a e r l t c a r t n o c s u o r e n o r o f i d e s a r n o s v o r i i P y n a m r e G n i e t i s a m e n c i d e s o c l a f o e s a e l o t t n e m r i a p m i ’ s r a e y r o i r p f o l a s r e v e r f o e r a h S a n i i t n e m p u q e d n a t n a p l f o s n w o d - e t i r w y l t n o i j d e t n u o c c a y t i u q e o t g n i t a l e R y t i t n e d e l l o r t n o c 2 6 2 , 3 2 6 2 , 3 y t i t n e d e l l o r t n o c y l t n o i j 1 1 0 2 t r o p e R l a u n n A – d e t i l i i m L s g n d o H d e a m a g a m A 9 5 t l 0 0 0 ’ $ i g n u n i t n o c s n o i t a r e p o 8 1 5 , 9 1 8 2 8 0 , 1 1 1 0 9 9 , 3 1 0 6 7 , 0 3 0 5 3 , 5 7 9 2 0 0 , 8 0 7 0 , 6 7 1 4 9 2 , 4 4 6 6 3 , 8 2 2 3 2 1 , 5 5 1 d e t a d i l o s n o C 0 0 0 ’ $ : s s e L s n o i t a r e p o d e u n i t n o c s i D – ) 2 0 2 , 3 1 ( – – ) 2 0 2 , 3 1 ( – – – – – 0 0 0 ’ $ 8 1 5 , 9 1 8 4 8 2 , 4 2 1 0 9 9 , 3 1 0 6 7 , 0 3 2 5 5 , 8 8 9 2 0 0 , 8 0 7 0 , 6 7 1 4 9 2 , 4 4 6 6 3 , 8 2 2 d e t a d i l o s n o C S T N E M E T A T S L A I C N A N I F E H T O T S E T O N 1 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F 0 0 0 ’ $ d n a y t r e p o r P r e h t O s t n e m t s e v n I 0 0 0 ’ $ / e r u s i e L s n o i t c a r t t A i e n p A l o b d e r h T 0 0 0 ’ $ t r o s e R 0 0 0 ’ $ s l e t o H 0 0 0 ’ $ l y g o o n h c e T 0 0 0 ’ $ s e t a r i m E t n e m n i a t r e t n E b a r A d e t i n U 0 0 0 ’ $ y n a m r e G 0 0 0 ’ $ d n a l a e Z w e N 0 0 0 ’ $ a i l a r t s u A I G N T R O P E R T N E M G E S – 2 E T O N s t n e m g e s g n i t a r e p O ) d e u n i t n o c ( – 1 1 8 , 4 8 1 – 7 4 9 , 9 – 8 4 7 , 4 4 8 6 6 , 1 5 7 6 , 3 3 3 7 6 1 0 3 7 , 1 1 – 2 0 2 , 3 1 2 5 8 , 2 3 5 7 , 4 7 5 4 1 , 7 1 9 0 , 4 5 0 5 2 , 9 9 3 6 7 , 5 0 1 1 9 4 , 2 4 4 2 7 7 7 , 1 1 8 1 4 , 4 1 5 2 4 , 9 – 5 2 7 , 5 5 3 1 3 , 6 1 7 7 6 , 5 6 s t n e m t s e v n i d e t n u o c c a y t i u q E s t e s s a t n e m g e s l e b a t r o p e R s t e s s a e t a r o p r o c d e t a c o l l a n U s t e s s a l a t o t d e t a d i l o s n o C s t e s s a x a t d e r r e f e D s e i t i l i b a i l t n e m g e s l e b a t r o p e R s e i t i l i b a i l e t a r o p r o c d e t a c o l l a n U s e i t i l i b a i l l a t o t d e t a d i l o s n o C s e i t i l i b a i l x a t d e r r e f e D s e i t i l i b a L i 0 1 0 2 s t e s s A i n o i t i b h x E a m e n C i 3 2 1 , 5 5 1 3 7 8 , 7 1 – 3 8 6 , 2 9 8 8 , 8 4 2 2 – 8 7 3 , 5 7 0 2 , 3 5 1 7 0 , 7 2 s t e s s a t n e r r u c - n o n f o s n o i t i i s u q c A 0 0 0 ’ $ i g n u n i t n o C s n o i t a r e p o d e t a d i l o s n o C 6 1 0 , 0 0 8 8 1 5 , 9 1 8 2 8 0 , 1 1 1 3 2 1 , 5 5 1 0 0 0 ’ $ : s s e L s n o i t a r e p o d e u n i t n o c s D i 0 0 0 ’ $ d e t a d i l o s n o C – – – ) 2 0 2 , 3 1 ( 6 1 0 , 0 0 8 8 1 5 , 9 1 8 4 8 2 , 4 2 1 3 2 1 , 5 5 1 0 0 0 ’ $ s e t a r i m E b a r A d e t i n U – – – 2 0 2 , 3 1 0 0 0 ’ $ y n a m r e G 0 3 7 , 8 4 3 3 5 7 , 4 7 2 5 8 , 2 8 7 3 , 5 i j i F 0 0 0 ’ $ 8 3 8 , 0 4 0 9 4 , 4 7 3 1 8 , 8 4 4 2 , 3 5 d n a d n a l a e Z w e N 0 0 0 ’ $ a i l a r t s u A 8 4 4 , 0 1 4 5 7 2 , 0 7 6 7 1 4 , 9 9 1 0 5 , 6 9 n o i t a m r o f n i l i a c h p a r g o e G e u n e v e r t n e m g e s l a n r e t x E s t e s s a t n e m g e s l e b a t r o p e R s t n e m t s e v n i d e t n u o c c a y t i u q E s t e s s a t n e r r u c - n o n f o s n o i i t i s u q c A 1 1 0 2 t r o p e R l a u n n A – d e t i i i l m L s g n d o H d e a m a g a m A 0 6 t l N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 3 – REVENUE AND OTHER INCOME Revenue from continuing operations Sale of goods Rendering of services Other revenue Finance revenue: Interest income – bank deposits Interest income – other persons Rental revenue: Associates Other persons Dividends received and receivable from: Available-for-sale financial assets Other entities Management and consulting fees received and receivable from: Jointly controlled entities Other persons Sundry revenue Other income: Insurance proceeds Development gain on valuation and reclassification to an investment property of the redeveloped Canberra Civic property Increase in fair value of investment properties Profit on sale of plant and equipment Plant and equipment impairment write-downs reversal Total other revenue and income Total revenue and other income Revenue and other income including share of sales revenue for jointly controlled entities: Revenue as listed above Jointly controlled entities * Note 2011 $’000 2010 $’000 221,109 511,397 732,506 231,373 527,488 758,861 39 37 4,257 136 4,393 43 23,025 23,068 446 40 486 5,772 13,985 19,757 467 1,007 2,251 438 251 325 4,272 52,443 784,949 751 107 858 41 22,811 22,852 428 51 479 5,676 11,649 17,325 1,041 – 10,163 275 – 986 11,424 53,979 812,840 37 784,949 228,362 1,013,311 812,840 235,875 1,048,715 * To more fairly reflect the operations of the Group, revenue disclosed includes the Group’s share of the sales revenue earned by jointly controlled entities. The share of sales revenue of each jointly controlled entity is disclosed at Note 37. 61 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 4 – PROFIT BEFORE INCOME TAX (a) Expenses and losses/(gains) Profit before income tax has been arrived at after charging/(crediting) the following items: Cost of goods sold Finance costs: Bank interest and finance costs Ineffective interest rate hedges expensed Interest expense – associates Interest and finance costs – other persons Finance charges on capitalised leases Less: Capitalised interest Unwind of notional interest Net bad and doubtful debts expense/(write-back) Amortisation of: Buildings and improvements subject to long term leases Intangible assets Other Depreciation Impairment write-downs: Freehold land and buildings Buildings and improvements subject to long term leases Plant and equipment Operating lease rental expense Loss on sale of plant and equipment Increase/(decrease) in provision for: Onerous contracts Insurance loss contingencies and other Decommissioning of leasehold improvements Employee expenses: Salaries and wages Increase in employee benefits provisions Share-based payments expense Superannuation contributions 2011 $’000 2010 $’000 77,915 65,922 2,935 31 103 828 67 – 3,964 260 4,224 241 6,334 2,790 378 9,502 26,838 36,340 – 580 75 655 4,618 331 55 2 214 (826) 4,394 211 4,605 (510) 8,574 2,511 331 11,416 22,231 33,647 5,800 – 5,525 11,325 105,713 103,048 813 1,047 (3,181) (29) 149 (3,061) 164,280 10,193 1,949 8,172 184,594 1,892 (349) (137) 1,406 155,485 8,023 1,494 7,264 172,266 Net foreign exchange gains (115) (105) 62 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 4 – PROFIT BEFORE INCOME TAX (continued) (b) Individually significant items Profit before income tax expense includes the following revenues/(expenses) whose disclosure is relevant in explaining the financial performance of the Group: Relating to continuing operations Development gain on valuation and reclassification to an investment property of the redeveloped Canberra Civic property Profit on sale of developed residential land lots Reversal of prior years’ impairment write-downs of plant and equipment at certain cinema sites in Germany Impairment write-downs of freehold land and buildings Impairment write-downs of plant and equipment arising from the planned redevelopment of the Gowings and State Theatre office buildings in Sydney Provision for onerous contract relating to the lease of a closed cinema site in Germany Relating to equity accounted jointly controlled entity Share of reversal of prior years’ impairment write-downs of plant and equipment in a jointly controlled entity Relating to discontinued operations (refer Note 5) Profit on sale of interest in United Arab Emirates cinema exhibition operations – MAF Greater Union LLC 2011 $’000 2010 $’000 2,251 5,600 – – – – – 60,318 68,169 10,163 8,304 986 (5,800) (5,525) (2,201) 3,262 – 9,189 63 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 5 – DISCONTINUED OPERATIONS On 25 October 2010, the Group sold its 49% share in an associate, MAF Greater Union LLC. The consideration from the sale was $78,583,000 and the profit on the sale was $60,318,000. MAF Greater Union LLC operated a cinema circuit based in the United Arab Emirates which, at the date of sale, consisted of five cinema sites and a total of 50 screens. The associate did not meet the criteria for held for sale and consequently was not shown as a discontinued operation as at 30 June 2010. The comparative Income Statement and Statement of Comprehensive Income have been re-presented to show the discontinued operations separately from continuing operations. Profit attributable to discontinued operations was as follows: Results of discontinued operations Share of net profit accounted for using the equity method Other costs Profit before income tax Income tax expense Net profit before gain on sale of discontinued operations Profit on sale of discontinued operations Income tax expense – sale of discontinued operations Profit after tax from discontinued operations 2011 $’000 1,978 (14) 1,964 – 1,964 60,318 – 62,282 2010 $’000 9,005 – 9,005 – 9,005 – – 9,005 During the year to 30 June 2011, the discontinued operations had cash inflows from operating activities of $4,400,000 (2010: $7,831,000), cash inflows from investing activities on disposal of $78,583,000 (2010: $nil) and cash inflows from financing activities of $nil (2010: $nil). 2011 $ 2010 $ 871,580 50,836 350,338 7,527 1,280,281 128,650 69,528 198,178 104,487 – 116,280 220,767 418,945 886,407 128,403 398,324 8,018 1,421,152 152,721 39,270 191,991 110,366 11,170 100,001 221,537 413,528 NOTE 6 – AUDITORS’ REMUNERATION Audit services: Auditors of the Group – KPMG Australia Audit and review of financial reports Other assurance services Overseas KPMG firms Audit and review of financial reports Other assurance services Other services: Auditors of the Group – KPMG Australia Income tax compliance Indirect tax compliance advice Overseas KPMG firms Income tax compliance Indirect tax compliance advice Other taxation services 64 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 7 – TAXATION (a) Income tax expense The major components of income tax expense are: Income tax recognised in profit or loss Income tax expense reported Income tax benefit attributable to discontinued operations Current income tax Current income tax expense Adjustments in respect of current income tax of prior year Deferred income tax Relating to origination and reversal of temporary differences Income tax expense reported in the Income Statement Income tax charged/(credited) directly in equity Deferred income tax related to items charged or credited directly to equity: Relating to other comprehensive income Effective portion of changes in fair value of cash flow hedges Unrealised gain on available-for-sale financial assets Currency translation movements of deferred tax balances of foreign operations Other foreign currency translation differences Net gain on hedge of net investment in overseas subsidiaries Relating to other equity balances Renounceable pro-rata entitlement offer costs amortised for tax Adjustment to shared-based payments reserve Income tax benefit reported in equity Reconciliation between income tax expense and pre-tax net profit A reconciliation between income tax expense and accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows: Profit before tax from continuing operations Profit before tax from discontinued operations Accounting profit before income tax expense Prima facie income tax expense calculated at the Group’s statutory income tax rate of 30% (2010: 30%) on the accounting profit Increase in income tax expense due to: Restatement of deferred tax balances in New Zealand arising from reduction of company tax rate and elimination of building depreciation for tax Non-deductible items and losses in non-resident controlled entities Impairment write-downs of freehold land and buildings Depreciation and amortisation of buildings Non-deductible acquisition and legal costs Non-refundable franking credits grossed up Dividends from equity accounted associates Sundry items Decrease in income tax expense due to: Non-assessable profit on sale of interest in United Arab Emirates cinema exhibition operations Tax losses from prior years now recognised or utilised Share of associates’ net profit Difference between book and tax values of developed residential lots recognised Difference between book and tax values for investment properties recognised Share of incorporated jointly controlled entities’ net profit Investment allowance and research and development tax concession Franking credits on dividends received Share of investment allowance and non-assessable items in jointly controlled entities’ income tax Franking credits on dividends received from equity accounted associates Difference between book and tax deduction for share-based payments expense Income tax under/(over) provided in prior year 65 Amalgamated Holdings Limited – Annual Report 2011 2011 $’000 2010 $’000 32,607 – 32,607 27,474 171 4,962 32,607 134 95 (116) – 476 589 – (189) (189) 400 37,672 – 37,672 31,736 (308) 6,244 37,672 425 325 165 614 335 1,864 (403) (169) (572) 1,292 110,156 62,282 172,438 127,439 9,005 136,444 51,731 40,933 – 1,887 – 366 302 57 – 321 2,933 18,095 2,635 598 – – 685 – 191 – – 24 22,228 171 32,607 2,957 2,733 1,740 328 438 66 21 314 8,597 – 5,272 2,640 1,714 589 456 471 183 158 37 30 11,550 (308) 37,672 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 7 – TAXATION (continued) (b) Current tax liabilities Provision for current income tax Movements during the year: Balance at the beginning of the year Income tax paid Current year income tax provided Income tax provision within entities acquired Tax refunds received Under/(over) provision in prior year Foreign currency differences in translation of foreign operations (c) Deferred income tax Deferred tax liabilities Deferred tax liabilities comprise: Difference in depreciation and amortisation of property, plant and equipment for accounting and income tax purposes Difference in treatment of property lease for accounting and tax purposes Investment properties Available-for-sale investments Interest and holding charges capitalised Expenditure currently deductible for tax but deferred and amortised for accounting purposes Prepayments Share-based payments deductible for tax but deferred and amortised for accounting purposes Share of jointly controlled entity timing differences Unrealised foreign exchange gains not currently assessable Sundry items Less: Deferred tax assets of the tax consolidated group offset against deferred tax liabilities Deferred tax assets Deferred tax assets comprise: Provisions and accrued employee benefits not currently deductible Unrealised foreign exchange losses not currently deductible Unrealised foreign exchange differences on cash flow hedges Deferred revenue Difference in depreciation and amortisation of property, plant and equipment and intangible assets for accounting and income tax purposes Lease termination payment not currently deductible Share of jointly controlled entity timing differences Tax losses carried forward Capital losses offsetting unrealised capital gains Difference between book and tax values of developed residential land lots Renounceable pro-rata entitlement offer costs amortised for tax Sundry items Less: Deferred tax liabilities of the tax consolidated group offset against deferred tax assets 2011 $’000 2010 $’000 14,209 (35,616) 28,134 – 261 1,037 (367) 7,658 11,906 (28,846) 32,805 56 778 (1,170) (1,320) 14,209 Statement of Financial Position 2011 $’000 2010 $’000 Income Statement 2011 $’000 2010 $’000 3,975 (1,276) 886 – (50) 291 1 509 (82) 10 249 431 154 36 (302) 1,748 210 (702) (1,482) (1,444) 1,645 80 75 4,372 100 2,653 – 256 187 5 565 102 (30) 118 148 (264) (76) (94) (2,173) 210 463 (1,262) 2,649 (1,834) 80 69 16,358 – 7,065 1,711 1,130 1,693 107 1,700 559 1,593 461 32,377 12,972 1,331 6,179 1,617 1,180 1,402 106 1,380 641 1,108 231 28,147 (21,965) 10,412 (20,145) 8,002 10,005 209 69 2,868 6,472 – 6,616 3,311 2,475 189 242 545 33,001 10,302 364 239 2,568 8,423 210 6,194 2,023 1,031 1,834 323 624 34,135 (21,965) 11,036 (20,145) 13,990 Deferred tax expense 4,962 6,244 66 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 7 – TAXATION (continued) Unrecognised deferred tax assets Revenue losses – foreign Temporary differences – foreign 2011 $’000 22,234 1,861 24,095 2010 $’000 24,047 1,350 25,397 Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits. Included in the deferred tax assets not recognised is the gross value of tax revenue losses arising in Germany of $74,109,000 (2010: $80,157,000). The availability of these tax losses is subject to certain utilisation limits and ongoing availability tests under German tax law. At 30 June 2011, there was no recognised deferred income tax liability (2010: $nil) for taxes that would be payable on the unremitted earnings of certain of the Group’s subsidiaries, associates or incorporated jointly controlled entities. NOTE 8 – DIVIDENDS Per share Cents Total amount $’000 Date of payment Tax rate for franking credit Percentage franked Dividends on ordinary shares paid during the year are: 2011 Final 2010 dividend paid Interim 2011 dividend paid 2010 Final 2009 dividend paid Interim 2010 dividend paid Subsequent events Since the end of the financial year, the directors declared the following dividends: Final 2011 dividend Special dividend 23 14 21 14 36,615 22,372 58,987 27,383 21,907 49,290 16 September 2010 24 March 2011 17 September 2009 29 March 2010 30% 30% 30% 30% 100% 100% 100% 100% 23 4 36,754 6,392 22 September 2011 22 September 2011 30% 30% 100% 100% The financial effect of the final dividend and special dividend in respect of the year has not been brought to account in the financial statements for the year ended 30 June 2011 and will be recognised in subsequent financial statements. A Dividend Reinvestment Plan was available for the interim 2010 dividend paid on 29 March 2010. For details of shares issued under this plan, refer Note 26. Franking credit balance The amount of franking credits available are: Franking account balance as at the beginning of the financial year at 30% (2010: 30%) Franking credits from the payment of income tax and income tax payable Franking debits from the payment of dividends Franking credits from the receipt of dividends The amount of franking credits available for future reporting periods 2011 $’000 2010 $’000 141,563 19,621 (25,280) 191 136,095 138,872 23,632 (21,124) 183 141,563 The impact on the franking account of dividends proposed or declared before the financial report was authorised for issue but not recognised as a distribution to equity holders during the period is to reduce the balance by $18,491,000 (2010: $15,692,000). The ability to utilise franking credits is dependent upon the Company being in a sufficient positive net asset position and also having adequate available cash flow liquidity. 67 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 9 – EARNINGS PER SHARE Earnings reconciliation Profit after tax from continuing operations Basic earnings – continuing operations Basic earnings – discontinued operations Earnings attributable to equity holders of the Company Weighted average number of ordinary shares used as the denominator number for basic earnings per share Effect of management share options on issue Number for diluted earnings per share There were no management share options on issue at 30 June 2011 (2010: nil). NOTE 10 – CASH, CASH EQUIVALENTS AND SHORT TERM DEPOSITS Cash at bank and on hand Short term deposits 2011 $’000 77,549 77,549 62,282 139,831 2010 $’000 89,767 89,767 9,005 98,772 Number Number 159,444,891 – 159,444,891 148,762,958 – 148,762,958 2011 $’000 50,581 65,000 2010 $’000 45,288 – Short term deposits comprise deposits with banks with original maturities between three and six months. Details relating to cash at bank, on hand and on short term deposit and the Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in Note 29. NOTE 11 – TRADE AND OTHER RECEIVABLES Current Trade receivables Less: Allowance for trade receivables Other receivables Receivable from jointly controlled entities Non-current Trade receivables Receivable from associates Present value of loans provided under the Employee Share Plan 2011 $’000 25,237 (732) 24,505 12,282 1,658 38,445 45 43 222 310 2010 $’000 34,757 (591) 34,166 14,679 1,631 50,476 93 43 269 405 Trade receivables are non-interest bearing and are generally on 30 – 90 day terms. The Group’s exposure to credit and currency risks related to trade and other receivables is disclosed in Note 29. Allowances are made for impairment losses until such time that the Group is satisfied that no recovery of the amount owing is possible; at that point, the amount considered irrecoverable is written off against the asset directly. As at 30 June 2011, trade receivables with a value of $732,000 (2010: $591,000) were impaired and fully provided for. Movements in the allowance for trade receivables are as follows: Balance at the beginning of the year Charge Provision no longer required Net foreign currency differences on translation of foreign operations 68 Amalgamated Holdings Limited – Annual Report 2011 2011 $’000 591 236 (99) 4 732 2010 $’000 1,906 4 (1,291) (28) 591 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 11 – TRADE AND OTHER RECEIVABLES (continued) As at 30 June 2011, the analysis of trade receivables for the Group that were past due but not impaired is as follows: Not past due nor impaired Less than 30 days overdue More than 30 days overdue but less than 90 days overdue More than 90 days overdue 2011 $’000 20,488 2,347 724 946 24,505 2010 $’000 26,502 4,900 1,796 968 34,166 Other receivables of $12,282,000 (2010:$14,679,000) do not contain impaired assets and are not past due. Based on the credit history of these other receivables, it is expected that these amounts will be recovered when due. NOTE 12 – INVENTORIES Raw materials and stores Work in progress Finished goods Developed residential land lots – held for sale Total inventories at the lower of cost and net realisable value NOTE 13 – PREPAYMENTS AND OTHER SUNDRY ASSETS Prepayments Other NOTE 14 – OTHER FINANCIAL ASSETS Unquoted investments in other entities NOTE 15 – AVAILABLE-FOR-SALE FINANCIAL ASSETS 2011 $’000 3,105 6,989 11,908 711 22,713 4,699 761 5,460 2010 $’000 2,797 3,870 7,673 3,784 18,124 6,172 428 6,600 315 312 Investments in listed company 10,762 10,447 The Group’s investment is in a company listed on the ASX. A 10% increase in the market price of the shares in this company at the reporting date would have increased equity by $753,000 after tax (2010: an increase of $731,000); an equal change in the opposite direction would have decreased equity by $753,000 after tax (2010: a decrease of $731,000). NOTE 16 – INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD Associates Jointly controlled entities Note 36 37 2011 $’000 151 114,324 114,475 2010 $’000 15,037 109,247 124,284 The Group accounts for investments in associates and jointly controlled entities using the equity method – refer Note 1(c)(iii). 69 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 17 – PROPERTY, PLANT AND EQUIPMENT Freehold land and buildings At cost Less: Accumulated depreciation Land subject to long term leases At cost – subject to long term lease At cost – subject to long term finance lease Buildings and improvements subject to long term leases At cost – on land subject to long term lease At cost – other leasehold improvements At cost – subject to long term finance lease Less: Accumulated amortisation Resort apartments and share of common property At cost Less: Accumulated depreciation Capital work in progress At cost Plant and equipment At cost Less: Accumulated depreciation Total property, plant and equipment at net book value Reconciliations Summaries of the movements in carrying amounts of each class of property, plant and equipment between the beginning and end of the year are set out below: Freehold land and buildings At cost at the beginning of the year Less: Accumulated depreciation at the beginning of the year Net balance at the beginning of the year Additions Transfer from land subject to long term leases Transfer from buildings and improvements subject to long term finance lease Transfer from capital work in progress Transfer to investment properties Disposals Net foreign currency differences on translation of foreign operations Depreciation Impairment write-downs Net balance at the end of the year Land subject to long term leases At cost at the beginning of the year Transfer to freehold land and buildings Net foreign currency differences on translation of foreign operations Net balance at the end of the year 70 Amalgamated Holdings Limited – Annual Report 2011 2011 $’000 2010 $’000 462,562 (72,231) 390,331 56 – 56 54,422 121,606 – 176,028 (110,687) 65,341 27,239 (628) 26,611 17,752 387,056 (244,355) 142,701 642,792 417,489 (63,368) 354,121 18,632 6,237 16,005 643 – – (931) (4,376) – 390,331 6,678 (6,237) (385) 56 417,489 (63,368) 354,121 56 6,622 6,678 44,634 118,029 21,453 184,116 (112,981) 71,135 26,898 (278) 26,620 1,751 387,807 (249,030) 138,777 599,082 404,881 (53,682) 351,199 22,432 – – 289 (9,776) (159) 178 (4,242) (5,800) 354,121 8,093 – (1,415) 6,678 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 17 – PROPERTY, PLANT AND EQUIPMENT (continued) Buildings and improvements subject to long term leases At cost at the beginning of the year Less: Accumulated amortisation at the beginning of the year Net balance at the beginning of the year Additions Additions through entities acquired Additional make-good asset Transfer to freehold land and buildings Transfer from capital work in progress Transfer from plant and equipment Net foreign currency differences on translation of foreign operations Disposals Amortisation Impairment write-backs Impairment write-downs Net balance at the end of the year Resort apartments and share of common property At cost at the beginning of the year Less: Accumulated depreciation at the beginning of the year Net balance at the beginning of the year Additions Transfer to plant and equipment Transfer from capital work in progress Depreciation Net balance at the end of the year Capital work in progress Balance at the beginning of the year Additions Transfer to investment properties Transfer out on completion Net balance at the end of the year Plant and equipment At cost at the beginning of the year Less: Accumulated depreciation at the beginning of the year Net balance at the beginning of the year Additions Additions through entities acquired Transfer from capital work in progress Transfer to buildings and improvements subject to long term lease Transfer to investment properties Net foreign currency differences on translation of foreign operations Disposals Depreciation Impairment write-backs Impairment write-downs Adjustment to impairment provided on acquisition Net balance at the end of the year 71 Amalgamated Holdings Limited – Annual Report 2011 2011 $’000 2010 $’000 184,116 (112,981) 71,135 6,363 10,720 57 (16,005) 825 577 (1,943) – (6,334) 21 (75) 65,341 26,898 (278) 26,620 253 – 86 (348) 26,611 1,751 18,974 – (2,973) 17,752 387,807 (249,030) 138,777 27,656 987 1,355 (577) – (2,313) (1,365) (22,114) 304 (580) 571 142,701 184,705 (112,858) 71,847 3,179 9,556 – – – – (4,662) (211) (8,574) – – 71,135 15,513 – 15,513 11,416 (31) – (278) 26,620 13,834 155 (11,332) (906) 1,751 312,516 (211,251) 101,265 27,758 34,796 238 – (121) (1,513) (1,396) (17,711) 986 (5,525) – 138,777 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 17 – PROPERTY, PLANT AND EQUIPMENT (continued) Independent valuations of interest in land and buildings In assessing current values for the Group’s interest in land and buildings and integral plant and equipment, including long term leasehold land and improvements, directors have relied upon independent valuations from registered qualified valuers. Except for investment properties, which are revalued every half year (refer Note 18), valuations are generally carried out on a progressive three year cycle. The last valuations have been completed as at June 2010 and June 2009. Most recent valuations of interest in land and buildings, excluding investment properties Due to the diversity of the Group’s operations, valuations have been prepared on a highest and best alternate use or existing use basis. A summary, by year of the last valuation, is set out as follows: Highest and best alternate use Independent valuation Existing use Independent valuation Independent valuation – 2010 – 2009 – 2009 Land and buildings not independently valued Acquisition cost of properties acquired since June 2009 not yet independently valued The above valuations do not take into account the potential impact of capital gains tax. 2011 $’000 2010 $’000 54,500 54,500 202,199 415,815 672,514 81,061 753,575 203,798 416,906 675,204 56,620 731,824 The written-down book value of plant and equipment which is deemed integral to land and buildings, has been determined to total approximately $83,200,000 as at 30 June 2011 (2010: $73,500,000). Impairments Land and buildings The trading performance of certain hotel properties caused the Group to assess their recoverable amount. There were no impairment losses recognised in respect of land and buildings in the year to 30 June 2011 (2010: impairment losses totalling $5,800,000 recognised). Hotel properties are treated as separate cash-generating units and their recoverable values were estimated based on their value in use. In determining the estimated value in use, discount rates in the range of 11.4% to 12.8% (2010: 10.8% to 11.5%) per annum were used. Cash flows were projected based on actual operating results, with longer term cash flows, after the initial forecast periods, extrapolated using average expected growth rates in the range of 2.5% to 3.2% (2010: 2%) per annum. Given the long life nature of these assets, the estimates of their recoverable value in use are particularly sensitive to changes in certain key assumptions. Although all assumptions used are considered to be appropriate at this time, an increase of 1 percentage point in the discount rate, for the hotel properties assessed, would result in an impairment loss of $8,537,000 being recognised. A 10% decrease in the forecast earnings would result in an impairment loss of $7,373,000 being recognised. 72 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 17 – PROPERTY, PLANT AND EQUIPMENT (continued) Leasehold improvements and plant and equipment During the year ended 30 June 2011, impairment write-downs totalling $655,000 were made in respect of plant and equipment and leasehold improvements at a small number cinema sites in Germany and New Zealand. Also during the year ended 30 June 2011, impairment write- downs made in prior years for a number of other cinema sites in Germany were reversed to the value of $325,000 (2010: impairment reversal of $986,000). These write-downs and write-backs were deemed appropriate, using the value in use method, due to changes in cash flow generated by the sites resulting from a general improvement or decline in trading performance. Write-downs were also made where there is a planned closure of a site. The impairment write-backs did not exceed the carrying amount of the assets that would have been determined, net of depreciation, had no impairment loss been recognised. In assessing the recoverable amount for plant and equipment and leasehold improvements at these cinema sites, a discount rate of 12.2% to 12.65% (2010:12.2%) per annum has been applied to projected future cash flows which included a growth rate of 2% (2010: 2%) per annum. During the prior year ended 30 June 2010, impairment write-downs totalling $5,525,000 were booked in relation to plant and equipment at the Gowings and State Theatre office buildings in Sydney. These write-downs arose due to the redevelopment of the buildings and were determined by conducting a line-by-line assessment of the recoverable value of plant and equipment as detailed in the Group’s asset registers. Security The following assets, whose carrying values are listed below, are subject to mortgage security to secure the Group’s bank loan facilities. Refer Note 23. Freehold land and buildings Freehold land and buildings classified as investment properties NOTE 18 – INVESTMENT PROPERTIES Freehold land and buildings At fair value Summary of movements: Balance at the beginning of the year Transfer from property, plant and equipment Additions Development gain on revaluation of Canberra Civic property Fair value increments Balance at the end of the year 2011 $’000 162,102 27,550 189,652 2010 $’000 163,480 27,750 191,230 79,350 78,875 78,875 – 37 – 438 79,350 29,600 21,229 17,608 10,163 275 78,875 The carrying amount of investment properties is the fair value of the properties as determined by a registered qualified independent valuer. Fair values were determined having regard to recent market transactions for similar properties in the same location as the Group’s investment properties. Valuers used capitalisation rates on reversionary rental yields in the range of 6.5% to 9.0% (2010: 6.75% to 9.50%) to determine fair values for the six investment properties held by the Group. Investment properties comprise a number of commercial properties that are leased to third parties and which are held to derive rental income or capital appreciation or both. Each of the leases for investment properties contains an initial non-cancellable period of between five to 15 years. Subsequent renewals are negotiated with the lessee. No contingent rents are charged for these investment properties. During the financial year ended 30 June 2011, $7,004,000 (2010: $4,911,000) was recognised as rental income for investment properties in the Income Statement with $1,431,000 (2010: $1,281,000) incurred in respect of direct costs, including $189,000 (2010: $123,000) for repairs and maintenance. 73 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 19 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Construction rights Liquor licences Management and leasehold rights – including initial contributions Less: Accumulated amortisation Film library Less: Accumulated amortisation Software Less: Accumulated amortisation 2011 $’000 12,707 1,388 189 14,284 23,127 (4,088) 19,039 – – – 6,449 (2,296) 4,153 37,476 2010 $’000 10,649 1,388 185 12,222 20,361 (2,690) 17,671 380 (357) 23 7,489 (4,516) 2,973 32,889 Reconciliations Summaries of the carrying amount movements of each class of intangible assets between the beginning and end of the year are set out below: 2011 Gross balance at the beginning of the year Accumulated amortisation and impairment losses at the beginning of the year Net balance at the beginning of the year Acquisitions and initial contributions Adjustments Amortisation Disposals Net foreign currency differences on translation of foreign operations Net balance at the end of the year 2010 Gross balance at the beginning of the year Accumulated amortisation and impairment losses at the beginning of the year Net balance at the beginning of the year Acquisitions and initial contributions Amortisation Disposals Net foreign currency differences on translation of foreign operations Net balance at the end of the year Goodwill $’000 Construction rights $’000 Film library $’000 Liquor licences $’000 Management and leasehold rights $’000 Software $’000 10,649 – 10,649 2,653 (87) – – (508) 12,707 5,316 – 5,316 5,894 – – (561) 10,649 1,388 – 1,388 – – – – – 1,388 1,388 – 1,388 – – – – 1,388 380 (357) 23 – – (4) (19) – – – – – 225 (208) – 6 23 185 – 185 4 – – – – 189 185 – 185 – – – – 185 20,361 7,489 (2,690) 17,671 2,771 – (1,400) – (3) 19,039 (4,516) 2,973 2,578 – (1,386) (2) (10) 4,153 6,712 5,813 (1,771) 4,941 13,914 (925) (248) (11) 17,671 (2,787) 3,026 1,659 (1,378) (394) 60 2,973 Impairment losses recognised No impairment losses in relation to goodwill have been recognised in the year ended 30 June 2011 (2010: $nil). 74 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 19 – GOODWILL AND OTHER INTANGIBLE ASSETS (continued) Impairment tests for cash-generating units containing goodwill The following units have carrying amounts of goodwill: Cinema Exhibition New Zealand Cinema Exhibition Germany – cinema joint venture Multiple units without significant goodwill 2011 $’000 2010 $’000 5,737 3,471 3,499 12,707 6,120 3,683 846 10,649 The recoverable value of goodwill relating to the Event Cinemas exhibition business in New Zealand and goodwill relating to the Group’s share of a cinema joint venture in Germany has been determined by a value in use calculation. This calculation uses cash flow projections based on actual operating results and projected five year results, with cash flows beyond the five year period being projected using a per annum growth rate of 2%, which is considered appropriate given economic indicators and the expected long term increase in revenue and operating costs in these markets. Pre-tax discount rates of 12.2% and 12.65% per annum have been used in discounting the projected cash flows. In management’s assessment, there are no reasonable possible changes in assumptions that would give rise to an impairment. NOTE 20 – OTHER NON-CURRENT ASSETS Security deposits in respect of long term operating leases Wildlife Operating lease payments paid in advance Sundry NOTE 21 – TRADE AND OTHER PAYABLES Trade payables Other payables and accruals The Group’s exposure to liquidity and currency risk related to trade and other payables is disclosed in Note 29. NOTE 22 – LOANS AND BORROWINGS Current Interest bearing liabilities and borrowings Loans from associates Lease liabilities – unsecured – secured Non-interest bearing loans Loans from other companies – unsecured Non-current Interest bearing liabilities and borrowings Bank loans Deferred financing costs – secured Non-interest bearing loans Loans from other companies – unsecured Note 31 23 2011 $’000 1,633 640 1,021 1,695 4,989 24,074 51,854 75,928 2011 $’000 – – – 219 219 46,321 (299) 46,022 1,197 47,219 2010 $’000 4,034 640 1,083 2,023 7,780 24,505 49,532 74,037 2010 $’000 916 3,934 4,850 391 5,241 40,624 (490) 40,134 1,247 41,381 The Group’s exposure to liquidity and currency risk related to interest bearing liabilities and borrowings is disclosed in Note 29. 75 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 23 – FINANCING ARRANGEMENTS A$160,000,000 revolving multi-currency loan facility; A$70,000,000 cash advance facility; A$38,750,000 credit support facility (for the issue of letters of credit and bank guarantees); and a total of A$5,050,000 in overdraft limits to support its transactional banking facilities. Bank debt – secured The Group’s secured bank debt facilities comprise the following: (cid:120) (cid:120) (cid:120) (cid:120) The above facilities mature on 10 July 2012. Refinancing of bank facilities will be undertaken prior to 30 June 2012. These facilities are supported by interlocking guarantees from most Group entities and are secured by specific property mortgages (refer Note 17). Debt drawn under these facilities bears interest at the relevant inter-bank benchmark reference rate plus a margin of between 0.45% and 0.90% per annum. At 30 June 2011, the Group had drawn $46,321,000 (2010: $40,624,000) under the debt facilities, of which 17% (2010: 20%) was subject to interest rate swaps used for hedging. Other loans – Germany In addition to the above facilities, wholly owned subsidiaries in Germany have a working capital facility totalling €9,000,000 (A$12,154,000), secured by a letter of credit and bank guarantees drawn under the credit support facility in Australia. Debt drawn under this facility bears interest at the relevant inter-bank benchmark reference rate plus a margin of 0.80% per annum. This facility is subject to annual review. At 30 June 2011, the Group had no debt drawn under this facility (2010: $nil). Finance lease liability – Germany During the year to 30 June 2011, a wholly owned subsidiary in Germany had a property finance lease which was fully paid by period end (2010: A$3,934,000 outstanding). This lease bore interest at the relevant inter-bank benchmark reference rate plus a margin of 1.75% per annum. Note 30 30 34 2011 $’000 14,683 861 222 15,766 2,240 477 6,589 9,306 4,110 – 647 (3,096) – (84) (239) 1,338 2010 $’000 13,566 2,766 311 16,643 2,085 1,344 7,480 10,909 – 2,163 – (309) 2,201 – 55 4,110 NOTE 24 – PROVISIONS Current Employee benefits Onerous contracts Insurance loss contingencies and other claims Non-current Employee benefits Onerous contracts Decommissioning of leasehold improvements Movements in provisions Movements in the carrying amounts of each class of provisions, except for employee benefits, are set out below: Onerous contracts Carrying amount at the beginning of the year Provisions assumed through entities acquired Adjustment to provisions assumed through entities acquired Provisions utilised Provisions made Provisions for lease costs released Net foreign currency differences on translation of foreign operations Carrying amount at the end of the year 76 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 24 – PROVISIONS (continued) Insurance loss contingencies and other claims Carrying amount at the beginning of the year Payments Provisions Provisions reversed Carrying amount at the end of the year Decommissioning of leasehold improvements Carrying amount at the beginning of the year Provision assumed through entities acquired Provisions Provisions reversed Notional interest Net foreign currency differences on translation of foreign operations Carrying amount at the end of the year Note 2011 $’000 2010 $’000 311 (60) 53 (82) 222 7,480 – 524 (1,209) 168 (374) 6,589 757 (97) 27 (376) 311 7,559 1,096 – (137) 100 (1,138) 7,480 34 Onerous contracts The onerous contracts provision relate to long term non-cancellable operating leases in respect of certain cinema sites in New Zealand. Provisions have been raised for the forecast net deficits resulting from obligations under the leases. For further detail on the basis of accounting, refer Note 1(q)(ii). Insurance loss contingencies and other claims The provision relates to estimated costs to be incurred in respect of various claims that are expected to be settled within 12 months of the balance date. Decommissioning of leasehold improvements The decommissioning of leasehold improvements provision has been raised in respect of “make-good” obligations under long term lease contracts for cinema sites. In determining the provision, an assessment has been made, for each location, of the likelihood that a decommissioning cost will be incurred in the future and, where applicable, the level of costs to be incurred. Uncertainty exists in estimating the level of costs to be incurred in the future because of the long term nature of cinema leases. The basis of accounting is set out in Note 1(q)(iii). NOTE 25 – OTHER LIABILITIES Current Derivatives at fair value Contract deposits received in advance Lease incentives deferred Deferred income – VAT dispute Non-current Derivatives at fair value Lease incentives deferred Note 29 29 2011 $’000 231 4,996 364 9,886 15,477 – 4,862 4,862 2010 $’000 617 6,658 383 – 7,658 197 5,500 5,697 77 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 2011 Shares 2010 Shares 2011 $’000 2010 $’000 159,800,346 159,196,899 219,126 219,126 NOTE 26 – SHARE CAPITAL Share capital Fully paid ordinary shares Movements in share capital Balance at the beginning of the year Shares issued under the renounceable pro-rata entitlement offer Shares issued under the Dividend Reinvestment Plan – – 26,080,088 2,150,415 Performance shares issued under the Executive Performance Share Plan 603,447 570,193 – – – 159,196,899 130,396,203 219,126 101,353 105,987 11,786 – Balance at the end of the year 159,800,346 159,196,899 219,126 219,126 Share capital consists of: Ordinary shares – unrestricted Employee Share Plan Tax Exempt Share Plan Performance shares 157,443,533 157,266,021 171,720 28,315 174,620 14,478 2,156,778 1,741,780 159,800,346 159,196,899 Ordinary shares The Company does not have authorised capital or par value in respect of its issued shares. Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands, every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Share buy-back There is no current on-market buy-back. Dividend Reinvestment Plan In the prior year to 30 June 2010, a Dividend Reinvestment Plan was activated for the interim 2010 dividend paid on 29 March 2010. A total of 2,150,415 shares were issued under the plan at $5.48 per share. The plan was suspended in August 2010. Employee and executive share plans Information relating to the plans is set out in Note 30. Options There are no share options on issue as at 30 June 2011. Renounceable pro-rata entitlement offer During the prior year to 30 June 2010, the Company issued 26,080,088 ordinary shares at $4.10 per share under a renounceable pro-rata entitlement offer to shareholders. The offer was announced on 3 November 2009 and new shares were issued on 8 December 2009. Net proceeds from this offer were $105,584,000, before recognition of a deferred tax asset of $403,000 relating to the future deductibility of issue costs. 78 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 27 – RESERVES AND RETAINED EARNINGS Reserves Available-for-sale investments revaluation Investment property revaluation Hedging Share-based payments Foreign currency translation Movements in reserves Available-for-sale investments revaluation reserve Balance at the beginning of the year Movement in fair value – net of tax Balance at the end of the year Investment property revaluation reserve Balance at the beginning of the year Balance at the end of the year Hedging reserve Balance at the beginning of the year Movement in fair value of cash flow hedging instruments – net of tax Balance at the end of the year Share-based payments reserve Balance at the beginning of the year Amount recognised in the Income Statement as an employee expense Amount charged to related entities Other adjustments Balance at the end of the year Foreign currency translation reserve Balance at the beginning of the year Transfer to retained earnings on sale of interest in overseas associate Currency translation adjustment on controlled foreign entities’ financial statements Decrement on foreign currency translation of share of associates’ net assets Balance at the end of the year 2011 $’000 2010 $’000 7,578 3,820 (463) 8,581 (13,430) 6,086 7,357 3,820 (71) 6,339 (17,342) 103 7,357 221 7,578 3,820 3,820 (71) (392) (463) 6,339 1,949 78 215 8,581 6,598 759 7,357 3,820 3,820 (1,473) 1,402 (71) 4,581 1,494 47 217 6,339 (17,342) 9,657 (3,372) (2,373) (13,430) (7,359) – (7,744) (2,239) (17,342) Available-for-sale investments revaluation reserve This reserve includes the cumulative net change in the fair value of available-for-sale investments. Amounts are recognised in the Income Statement when the associated assets are sold or impaired. Investment property revaluation reserve This reserve relates to property that has been reclassified as an investment property and represents the cumulative increase in fair value of the property at the date of reclassification. Hedging reserve This reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. Share-based payments reserve This reserve includes the cumulative fair value of management share options and the fair value of the executive performance shares which have been recognised as an employee expense in the Income Statement. 79 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 27 – RESERVES AND RETAINED EARNINGS (continued) Foreign currency translation reserve This reserve records the foreign currency differences arising from the translation of foreign operations, the translation of transactions that hedge the Group’s net investment in a foreign operation or the translation of foreign currency monetary items forming part of the net investment in a foreign operation and the Group’s share of associates’ increment or decrement in their foreign currency translation reserve. Refer accounting policy Note 1(d). Retained earnings Balance at the beginning of the year Profit attributable to equity holders of the Company Dividends paid Balance at the end of the year NOTE 28 – PARENT ENTITY DISCLOSURES 2011 $’000 540,957 139,831 (58,987) 621,801 2010 $’000 491,475 98,772 (49,290) 540,957 As at, and throughout the financial year ended, 30 June 2011, the parent entity of the Group was Amalgamated Holdings Limited. 2011 $’000 2010 $’000 133,437 77,932 1,431 1,817 134,868 79,749 430 476,823 9,953 27,634 449,189 310 386,740 10,840 14,462 372,278 219,126 219,126 7,578 8,581 213,904 449,189 7,357 6,339 139,456 372,278 Results of parent entity Profit for the year Other comprehensive income Total comprehensive income for the year Financial position of parent entity at year end Current assets Total assets Current liabilities Total liabilities Net assets Total equity of parent entity comprises of: Share capital Reserves – Available-for-sale investments revaluation – Share-based payments Retained earnings 80 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 28 – PARENT ENTITY DISCLOSURES (continued) Parent entity commitments Operating lease commitments – as lessee Future minimum operating lease rental not provided for and payable: Not later than one year Later than one year but not later than five years Later than five years Parent entity contingencies Details of contingent liabilities for the parent entity which although considered remote the directors consider should be disclosed, are as follows: Controlled entities The Company has guaranteed the obligations of some subsidiary entities in respect of a number of operating lease commitments. Operating lease commitments of subsidiary entities that have been guaranteed are due: Not later than one year Later than one year but not later than five years Later than five years The Company has guaranteed the Group’s share of other commitments in respect of financing and other arrangements of certain subsidiary entities The Company has guaranteed finance lease commitments of a subsidiary Jointly controlled entities The Company has guaranteed lease commitments of certain jointly controlled entities. Operating lease commitments of jointly controlled entities guaranteed are due: Not later than one year Later than one year but not later than five years Later than five years 2011 $’000 2010 $’000 1,828 5,009 – 6,837 134 – – 134 59,081 127,119 144,559 330,759 871 – 28,179 107,504 120,658 256,341 587,971 63,582 136,582 167,629 367,793 924 537 29,076 107,221 143,537 279,834 649,088 Parent entity guarantees In respect of debts of its subsidiaries The Company has entered into a Deed of Cross Guarantee with effect that the Company guarantees debts in respect of most of its Australian incorporated subsidiaries. Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed, are disclosed in Note 33. In respect of bank debt facilities The Company is a guarantor under the Group’s secured bank debt facilities, as disclosed in Note 23. 81 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 29 – FINANCIAL RISK MANAGEMENT Financial risk The Group’s exposure to financial risks, objectives, policies and processes for managing the risks including methods used to measure the risks, and the management of capital are presented below. The Group’s activities expose it to the following financial risks: (cid:120) (cid:120) (cid:120) credit risk; liquidity risk; and market risk, including interest rate risk and currency risk. The Board has overall responsibility for the oversight of the risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly and modified as appropriate to reflect changes in market conditions and the Group’s activities. The Audit Committee oversees how management has established and monitors internal compliance and control systems and to ensure the appropriate and effective management of the above risks. The Audit Committee is assisted in its oversight role by the Internal Auditor. The Internal Auditor undertakes reviews of risk management controls and procedures in accordance with an annual plan approved by the Audit Committee. The results of these Internal Audit reviews are reported to the Audit Committee. Credit risk Credit risk arises from trade and other receivables outstanding, cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions. It is the risk of financial loss to the Group if a customer or counterparty to the financial instrument fails to meet its contractual obligations, and arises principally from the Group’s trade receivables from customers. Trade and other receivables The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, have less of an influence on credit risk. Exposure to credit risk is monitored on an ongoing basis. Management has established a credit policy under which each new customer requiring credit over a certain amount is analysed individually for creditworthiness before the Group’s standard payment terms and conditions are offered. Purchase limits are established for major customers, which represents the maximum open amount without requiring additional approval from management. The Group has established an allowance for impairment that represents their estimate of incurred losses in respect of trade and other receivables. The main component of this allowance relates to exposures for specific debtors. Investments and derivatives Investments of surplus cash and deposits and derivative financial instruments are with banks with high credit ratings. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations. At 30 June 2011, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the Statement of Financial Position. Guarantees All guarantees are in respect of obligations of subsidiaries, associates or jointly controlled entities in which the Group has an interest. Details of guarantees given by the Group are provided in Note 32. Details of guarantees given by the parent entity are provided in Note 28. The Group’s exposure to credit risk The Group’s maximum exposure to credit risk at the reporting date was: Unquoted investment in other entities Available-for-sale financial assets Trade and other receivables Cash and cash equivalents Short term deposits Security deposits in respect of long term operating leases 82 Amalgamated Holdings Limited – Annual Report 2011 Note 14 15 11 10 10 20 2011 $’000 2010 $’000 315 10,762 38,755 50,581 65,000 1,633 167,046 312 10,447 50,881 45,288 – 4,034 110,962 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 29 – FINANCIAL RISK MANAGEMENT (continued) The maximum exposure to credit risk for receivables at the reporting date by geographic region was: Australia New Zealand Germany and other Euro-zone countries United Kingdom Other The maximum exposure to credit risk for receivables by reportable segment at the reporting date was: Cinema Exhibition – Australia Cinema Exhibition – New Zealand Cinema Exhibition – Germany Entertainment Technology Hotels Thredbo Alpine Resort Leisure/Attractions Property and Other Investments Other 2011 $’000 28,534 3,808 6,376 9 28 38,755 5,043 585 5,500 5,174 10,556 1,328 228 3,962 6,379 38,755 2010 $’000 39,386 5,955 5,388 26 126 50,881 5,443 678 5,286 4,822 9,315 359 204 16,215 8,559 50,881 Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows. Group Treasury aims to maintain flexibility in funding by keeping committed credit lines available with a number of counterparties. Bank debt facilities available to the Group are detailed in Note 23. The Group’s financial liabilities The contractual maturities of the Group’s financial liabilities, including interest payments and excluding the impact of netting agreements, are as follows: Carrying amount $’000 Contractual cash flows $’000 6 months or less $’000 Between 6 to 12 months $’000 Between 1 to 2 year(s) $’000 Between 2 to 5 years $’000 Over 5 years $’000 2011 Non-derivative financial liabilities Secured bank loans Unsecured non-interest bearing loans from other companies Trade payables Other payables and accruals Derivative financial liabilities/(assets) Interest rate swaps used for hedging (net) Forward exchange contracts used for hedging (net) 46,321 (47,927) (719) (765) (46,443) – – 1,416 24,074 51,854 (1,416) (24,074) (51,854) (64) (24,074) (51,854) 221 10 (213) (10) (176) (10) 123,896 (125,494) (76,897) (64) – – (37) – (866) (186) – – – – (243) – – – – (859) – – – – (46,629) (243) (859) 83 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 29 – FINANCIAL RISK MANAGEMENT (continued) Carrying amount $’000 Contractual cash flows $’000 6 months or less $’000 Between 6 to 12 months $’000 Between 1 to 2 year(s) $’000 Between 2 to 5 years $’000 Over 5 years $’000 2010 Non-derivative financial liabilities Secured bank loans Unsecured loans from associates Lease liabilities Unsecured non-interest bearing loans from other companies Trade payables Other payables and accruals Derivative financial liabilities/(assets) Interest rate swaps used for hedging (net) Forward exchange contracts used for hedging (net) 40,624 916 3,934 1,638 24,505 49,532 763 51 (44,696) (1,522) (4,056) (1,638) (24,505) (49,532) (742) (27) (2,180) (346) (24,505) (49,532) (952) (28) (1,876) (319) – – (2,141) (59) – (130) – – (773) (51) (327) (51) (249) (197) – – (40,861) (188) – 16 – – – – – (1,220) – (859) – – – – 121,963 (126,773) (77,710) (3,424) (2,527) (41,033) (2,079) For derivative financial assets and liabilities, maturities detailed in the table above approximate periods that cash flows and impact on profit are expected to occur. Market risk Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates and will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Group uses derivative financial instruments such as interest rate swaps and foreign exchange contracts to hedge exposures to fluctuations in interest rates and foreign exchange rates. Derivatives are used exclusively for hedging purposes and are not traded or used as speculative instruments. This is carried out under treasury policies approved by the Board. Interest rate risk The Group manages interest rate exposures on borrowings in accordance with a Board approved treasury policy that specifies parameters for hedging including hedging percentages and approved hedging instruments. The policy specifies upper and lower hedging limits set for specific timeframes out to five years. These limits may be varied with approval of the Board. At the reporting date, the interest rate profile of the Group’s interest bearing financial instruments was: Fixed rate instruments Financial assets Financial liabilities Variable rate instruments Financial assets Financial liabilities 2011 $’000 – – – 2010 $’000 – – – 110,495 (46,321) 64,174 39,918 (45,474) (5,556) The Group manages interest rate risk in accordance with a Board approved policy covering the types of instruments, range of protection and duration of instruments. The financial instruments cover interest rate swaps and forward rate agreements. Maturities of these instruments are up to a maximum of five years. Interest rate swaps and forward rate agreements allow the Group to raise long term borrowings at floating rates and swap a portion of those borrowings into fixed rates. The approved range of interest rate cover is based on the projected debt levels for each currency and reduced for each future year. The Group currently hedges interest bearing debt in AUD and NZD with cover at 30 June 2011 extending to March 2012 in AUD and to September 2011 in NZD. At 30 June 2011, due to the low level of Group debt, the Group had only 17% (2010: 20%) of debt hedged. 84 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 29 – FINANCIAL RISK MANAGEMENT (continued) The Group classifies interest rate swaps as cash flow hedges and states them at fair value in the Statement of Financial Position. Details on the major components of the Group’s interest bearing liabilities are disclosed in Notes 22 and 23. Sensitivity analysis Sensitivity analysis for fixed rate instruments The Group accounts for any fixed rate financial assets and liabilities at fair value. The movement in fair value of interest rate swaps that have been deemed ineffective, are accounted for through profit or loss. Where the Group’s derivatives (interest rate swaps) qualify for hedge accounting, the movement in fair value of those effective interest rate swaps is accounted for in equity in the hedging reserve. Therefore, only those interest rate swaps that have been deemed ineffective are exposed to market rate changes that would impact on the profit or loss. At 30 June 2011, if prevailing market interest rates had moved by +/- 1% (100 basis points) per annum from year end rates, the effect on the Group’s post-tax profit and equity, assuming all other variables remain constant, would have been as illustrated below: 2011 Variable rate instruments Interest rate swaps 2010 Variable rate instruments Interest rate swaps Profit or loss expense/(income) 100 bp increase $’000 100 bp decrease $’000 Hedging reserve (gain)/loss 100 bp increase $’000 100 bp decrease $’000 449 70 519 (1) 140 139 (449) (70) (519) 1 (140) (139) – 34 34 – 155 155 – (33) (33) – (158) (158) The movement in profit is due to the higher or lower interest income or costs resulting from a change in rate receivable or payable on variable rate deposits, debt and net interest rate swaps. The movement in equity in the hedging reserve is due to an increase or decrease in the fair value of derivative instruments designated in cash flow hedges, net of tax. Foreign exchange risk The Group is exposed to currency risk on purchases, borrowings and surplus funds that are denominated in a currency other than the respective functional currencies of Group entities, primarily the Australian dollar (“AUD”), but also the New Zealand dollar (“NZD”), Euro (“EUR”) and Great British pound (“GBP”). Transactions undertaken by Group entities are primarily denominated in AUD, NZD, EUR and US dollars (“USD”). The Group manages foreign currency exposures in accordance with a Board approved treasury policy that specifies parameters for hedging, including hedging percentages and approved hedging instruments. At any point in time, the Group hedges up to 60% of “highly probable” foreign currency exposures and 100% of confirmed foreign currency exposures. Typically, foreign currency exposures are hedged with the utilisation of forward exchange contracts. The Group’s exposure to foreign currency risk in AUD equivalents at the reporting date was as follows, based on notional amounts: Cash and cash equivalents Trade receivables Secured bank loans Trade payables Gross balance sheet exposure Interest rate swaps Forward exchange contracts Net exposure NZD $’000 762 1,178 (46,321) (890) (45,271) (85) – (85) (45,356) 2011 EUR $’000 GBP $’000 24 – – – 24 – – – 24 6 – – – 6 – – – 6 85 Amalgamated Holdings Limited – Annual Report 2011 USD $’000 3,090 – – – 3,090 – (10) (10) NZD $’000 722 355 (40,624) (626) (40,173) (331) – (331) 2010 EUR $’000 GBP $’000 317 – – – 317 – – – 33 – – – 33 – – – 33 USD $’000 8,774 – – – 8,774 – (51) (51) 8,723 3,080 (40,504) 317 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 29 –FINANCIAL RISK MANAGEMENT (continued) Sensitivity Analysis A 10% strengthening/weakening of the Australian dollar against the following currencies at 30 June 2011 would have (decreased)/increased Group equity and profit (pre-tax) by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. 2011 AUD/NZD +10% AUD/NZD -10% AUD/EUR +10% AUD/EUR -10% AUD/GBP +10% AUD/GBP -10% AUD/USD +10% AUD/USD -10% 2010 AUD/NZD +10% AUD/NZD -10% AUD/EUR +10% AUD/EUR -10% AUD/GBP+10% AUD/GBP -10% AUD/USD +10% AUD/USD -10% Equity $’000 Profit or loss $’000 4,218 (5,157) – – – – (270) 331 3,723 (4,551) – – – – (767) 938 (122) 84 (2) 3 (1) 1 (10) 12 (35) 57 (29) 35 (3) 4 (26) 31 Hedging of net investment in foreign subsidiaries The Group’s NZD denominated bank loan is designated as a hedge of the foreign currency exposure to the Group’s net investment in its subsidiaries in New Zealand. The carrying amount of the loan at 30 June 2011 was $46,321,000 (2010: $40,624,000). A foreign exchange profit of $1,764,000 (2010: loss of $1,175,000) was recognised in equity on translation of the loan to AUD. The majority of the movement in the AUD/NZD sensitivity analysis in the table above is attributed to movements in the holding value of this NZD bank loan (and associated interest rate swaps). This movement would have an opposite movement in the AUD holding value of the underlying hedged investment in New Zealand. 86 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 29 – FINANCIAL RISK MANAGEMENT (continued) Fair values The fair values of financial assets and liabilities together with their carrying amounts shown in the Statement of Financial Position are as follows: Cash and cash equivalents Short term deposits Trade and other receivables Present value of loans provided under the Employee Share Plan Other financial assets Available-for-sale financial assets Security deposits – operating leases Bank loans Lease liabilities Loans from associates Loans from other companies Payables Interest rate swaps Forward exchange contracts Carrying amount 2011 $’000 50,581 65,000 38,533 222 315 10,762 1,633 (46,022) – – (1,416) (75,928) (221) (10) 43,449 Fair value 2011 $’000 50,581 65,000 38,533 222 315 10,762 1,633 (46,321) – – (1,416) (75,928) (221) (10) 43,150 Carrying amount 2010 $’000 45,288 – 50,612 269 312 10,447 4,034 (40,134) (3,934) (916) (1,638) (74,037) (763) (51) (10,511) Fair value 2010 $’000 45,288 – 50,612 269 312 10,447 4,034 (40,624) (3,934) (916) (1,638) (74,037) (763) (51) (11,001) Note 10 10 11 11 14 15 20 22 22 22 22 21 25 25 Estimation of fair values The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the table above: Trade and other receivables/payables For receivables/payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other receivables/payables are discounted to determine the fair value where an appropriate rate of interest is not received/charged in respect of the amount. Quoted investments Fair value is determined by reference to the securities exchange quoted market prices at close of business on 30 June, without any deduction for transaction costs. Interest bearing loans and borrowings Fair value is calculated based on discounted expected future principal and interest cash flows. Finance lease liabilities The fair value is estimated as the present value of future cash flows, discounted at market interest rates for similar lease arrangements. The estimated fair value reflects the assessed current interest rate for a similar lease where this rate has been determined to be different from the rate charged. Derivatives Bank mark-to-market valuations have been used to determine the fair value of interest rate swaps and forward exchange contracts. These have been back tested against valuations generated by the Group’s treasury system pricing module, using market quoted data as at 30 June. The system uses discounted cash flow techniques to value financial instruments. Interest rates used for determining fair value The Group uses a bank quoted interest rate swap curve as at 30 June plus assessed risk factors/credit spread to discount financial instruments. 87 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 29 – FINANCIAL RISK MANAGEMENT (continued) Financial instruments fair value determination method grading The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: (cid:120) (cid:120) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). (cid:120) 2011 Available-for-sale financial assets Derivative financial liabilities 2010 Available-for-sale financial assets Derivative financial liabilities Level 1 $’000 10,762 – 10,762 10,447 – 10,447 Level 2 $’000 Level 3 $’000 – (231) (231) – (814) (814) – – – – – – Total $’000 10,762 (231) 10,531 10,447 (814) 9,633 Capital management The Group manages its capital with the objective of maintaining a strong capital base so as to maintain investor, creditor and market confidence and to have the capacity to take advantage of opportunities that will enhance the existing businesses and enable future growth and expansion. The Board monitors the return on capital, which the Group defines as operating profit after income tax divided by shareholders’ equity and long term debt. The Board also monitors the Group’s gearing ratio, being net debt divided by shareholders’ equity. It is recognised that the Group operates in business segments in which operating results may be subject to volatility and the Board continuously reviews the capital structure to ensure sufficient: surplus funding capacity is available; (cid:120) funds are available for capital expenditure and to implement longer term business development strategies; and (cid:120) funds are available to maintain appropriate dividend levels. (cid:120) There were no changes in the Group’s approach to capital management during the year. No Group entity is subject to externally imposed capital requirements. NOTE 30 – EMPLOYEE BENEFITS Employee benefits Aggregate liability for employee benefits including on-costs: Current Employee benefits provision Non-current Employee benefits provision Note 2011 $’000 2010 $’000 24 24 14,683 13,566 2,240 16,923 2,085 15,651 Management Share Option Plan There were no options granted during the year to 30 June 2011 or in the previous financial year. There are no unissued ordinary shares of the Company under option at 30 June 2011. There were no options exercised to acquire ordinary shares during the year to 30 June 2011. 88 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 30 – EMPLOYEE BENEFITS (continued) Executive Performance Share Plan The establishment of the Executive Performance Share Plan was approved by shareholders at the 2006 Annual General Meeting. Employees receiving awards under the Executive Performance Share Plan are those of a senior level and above (including the Managing Director). An employee awarded performance shares is not legally entitled to shares in the Company before the performance shares allocated under the plan vest. However, the employee can vote and receive dividends in respect of shares allocated to them. Once the shares have vested which is dependent on the Group achieving its earnings per share (“EPS”) and total shareholder return (“TSR”) targets, they remain in the trust (refer Note 1(s)(i)) until the earliest of the employee leaving the Group, the tenth anniversary of the date the performance shares were awarded or the Board approving an application for their release. Award, vesting and exercise under the plan are made for no consideration. The performance period is three years. Set out below are summaries of performance shares awarded under the plan: Balance at the start of the year Number Grant date Granted Number Exercised Number Forfeited shares reallocated Number Balance at the end of the year (a) Number Type of right 2011 Performance shares 16 May 2011 Performance shares 23 February 2011 Performance shares 28 June 2010 Performance shares 23 February 2009 Performance shares (b) 18 February 2008 Performance shares (c) 19 February 2007 – – 50,000 603,447 570,193 525,051 357,351 289,185 – – – – – – – – (58,836) – – – – – (129,613) (50,000) 50,000 603,447 570,193 525,051 298,515 109,572 1,741,780 653,447 (188,449) (50,000) 2,156,778 2010 Performance shares 28 June 2010 – 570,193 Performance shares 23 February 2009 Performance shares 18 February 2008 Performance shares 19 February 2007 526,597 357,351 330,018 – – – – (1,546) – (40,833) 1,213,966 570,193 (42,379) – – – – – 570,193 525,051 357,351 289,185 1,741,780 (a) The balance at the end of the year includes a total of 294,234 shares that have been forfeited by employees due to cessation of employment. The forfeited shares are held within the trust and can be utilised for future grants. (b) The balance at the end of the year for the 2008 performance share plan includes 75,207 forfeited shares. (c) The balance at the end of the year for the 2007 performance share plan includes 27,262 forfeited shares. During the year to 30 June 2011, 653,447 performance shares were granted to employees under the plan and 282,144 shares, relating to the 2008 plan issue, vested with employees. Of the shares that have vested from the 2007 and 2008 plan issues, 188,449 shares were exercised and withdrawn from the trust during the year. During the prior financial year to 30 June 2010, 1,546 performance shares were released from performance hurdle requirements and transferred to a participant on an unrestricted basis. The Board approved transfer was part of the negotiated settlement on termination of the employment of the employee participant. Other than as disclosed above, none of the performance shares awarded under the plan vested or became exercisable during the year. 89 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 30 – EMPLOYEE BENEFITS (continued) Fair value of performance shares granted The assessed fair value at grant date of performance shares granted under the Executive Performance Share Plan during the year ended 30 June 2011 was $5.98 (2010 issue: $5.78) for those shares that have EPS hurdles and $3.94 (2010 issue: $4.72) for those shares that have TSR hurdles. The fair value of each performance share is estimated on the date of grant using a Monte Carlo model with the following weighted average assumptions used for each grant: Dividend yield (per annum) Expected volatility Risk-free rate (per annum) Share price (30 day volume weighted average price) Granted 23 Feb 2011 Granted 28 Jun 2010 Granted 23 Feb 2009 6.2% 25% 5.2% $5.98 6.6% 33% 4.5% $5.78 6.9% 38% 3.1% $4.32 Expected life of incentive 3 years 3 years 3 years The expected life of the performance shares is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. Tax Exempt Share Plan All Australian resident permanent employees (excluding directors) are eligible to participate in the Tax Exempt Share Plan. The Tax Exempt Share Plan enables participating employees to make salary sacrifice contributions to purchase shares on-market on a monthly basis. The shares in the Tax Exempt Share Plan are restricted from being traded and must be held for a minimum of three years whilst the participant remains an employee of the Group. Trading restrictions are lifted on the cessation of employment. Offers under the Tax Exempt Share Plan are at the discretion of the Company. All shares acquired under the Tax Exempt Share Plan rank equally with all other ordinary shares. The total number of shares purchased during the year by employees, under the Tax Exempt Share Plan, totalled 15,378 shares (2010: nil shares). Employee Share Plan At 30 June 2011, the total shares issued under the plan was 171,720 (2010: 174,620). There were no shares issued during the year. The plan is closed to new members and no offers have been made under the plan since 1998. The market value of ordinary shares at 30 June 2011 was $5.80 (2010: $5.70). Note 26 provides details of the movement in the ordinary share capital during the year. Superannuation Group entities contribute to several defined contribution superannuation plans – refer also Note 1(r). The superannuation contributions recognised as an expense in the Income Statement are detailed below: Superannuation contributions recognised as an expense 2011 $’000 8,172 2010 $’000 7,264 90 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 31 – COMMITMENTS AND LEASES Capital expenditure commitments Contracted but not provided for and payable: Within one year Operating lease commitments – as lessee Future minimum operating lease rentals not provided for and payable: Within one year Later than one year but not later than five years Later than five years 2011 $’000 2010 $’000 11,126 4,783 94,168 314,493 321,590 730,251 93,695 329,127 378,383 801,205 The Group leases various properties, including cinema sites, under operating leases. The leases typically run for periods up to 20 years, with varying terms, escalation clauses and renewal or extension options. The head lease in respect of the Thredbo Village and ski area is for a longer period, being 50 years from 29 June 2007. A small number of leases have commitments in respect of contingent rental payments which arise when the operating performance of a site exceeds a pre-determined amount. Also, there are rentals which are determined as the higher of a base rental and a fixed percentage of a defined amount reflecting the operating performance of a site or a base rental plus a fixed percentage of the net profit from the site. Contingent rental payments recognised as an expense in the period for the Group amounted to $3,307,000 (2010: $5,125,000). Sub-lease receivables – as lessor Future lease receivables in relation to sub-leases of property space under operating leases not recognised and receivable: Within one year Later than one year but not later than five years Later than five years Operating leases – as lessor Future operating lease rentals for owned properties not recognised and receivable: Within one year Later than one year but not later than five years Later than five years 2011 $’000 2010 $’000 9,734 33,047 254,547 297,328 8,757 24,738 44,748 78,243 9,892 32,219 245,880 287,991 10,692 31,079 52,340 94,111 The Group receives rental income from a number of properties, both leased and owned. With exception to sub-leases under the Thredbo head lease, leases are for periods ranging between one to 15 years and have varying terms, escalation clauses and renewal options. There are approximately 700 sub-leases under the Thredbo head lease. Thredbo sub-leases consist of long term accommodation sub-leases for holiday apartments, chalets and lodges and also retail sub-leases for shops. Long term accommodation sub-leases are typically for periods mirroring the head lease, which was renewed for a further 50 year period on 29 June 2007. 91 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 31 – COMMITMENTS AND LEASES (continued) Finance lease commitments – as lessee Finance lease rentals are payable as follows: Within one year Less: Future lease finance charges The present value of lease payments is as follows: Within one year Finance lease liabilities provided for in the accounts: Current Total finance lease liabilities Note 2011 $’000 2010 $’000 – – – – – – 4,001 (67) 3,934 3,934 3,934 3,934 22 This finance lease was in respect of land and buildings in Germany and concluded in June 2011. Finance lease commitments – as lessor The Group does not have finance lease or hire purchase arrangements in place where it acts as a lessor. NOTE 32 – CONTINGENT ASSETS AND LIABILITIES Details of contingent liabilities and contingent assets which, although considered remote, the directors consider should be disclosed, are as follows: Contingent liabilities Jointly controlled entities Certain subsidiaries have obligations in respect of the lease commitments for jointly controlled entities. Operating lease commitments of jointly controlled entities not included in the Group’s financial statements, for which a controlled entity has obligations, are due: Not later than one year Later than one year but not later than five years Later than five years 2011 $’000 2010 $’000 37,939 130,661 134,883 303,483 38,940 134,658 161,297 334,895 Claim against Group entity for additional charges A Group entity has received a claim for the payment of additional charges covering the last six years, the basis of which is disputed by the Group entity. It is estimated that the Group’s maximum liability under this claim is $668,000 (2010: $510,000), plus interest and legal costs. No provision has been established against this amount as it is currently not considered that the success of this claim is probable. Claims for personal injury The nature of the Group’s operations results in claims for personal injury being received from time to time. The directors believe that the outcome of any current claims outstanding, which are not provided against in the financial statements, will not have a significant impact on the operating result of the Group in future reporting periods. The directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement at balance date. 92 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 32 – CONTINGENT ASSETS AND LIABILITIES (continued) Contingent assets Taxation – overseas controlled entities A contingent asset exists at 30 June 2011 amounting to $20,483,000. This amount relates to disputed VAT, totalling $18,921,000, provided for or paid by German controlled and joint venture entities on a number of food products sold during the period since 1 January 2005, plus potential interest receivable thereon of $1,562,000. In March 2011, the European Court of Justice ruled in favour of the arguments presented by a competitor on a similar issue. Following this decision, the local tax authority has made preliminary refunds to the Group totalling $9,886,000 to 30 June 2011 and covering the earlier years of the dispute. Preliminary refunds received, which are included in the above contingent asset amount, have not been recognised as income and are held on the Statement of Financial Position as a current liability as at 30 June 2011. At 30 June 2011, the German Federal Fiscal Court had not made a final determination on this case, which was required to resolve the dispute. A favourable outcome to this dispute was considered probable at 30 June 2011; however, not virtually certain due to the outstanding Court decision. Subsequent to balance date, on 18 August 2011, the German Federal Fiscal Court delivered its decision on the competitor’s case, which was consistent with the earlier decision by the European Court of Justice. Barring any unforeseen circumstances, it is expected that this contingent asset will be recognised as income in the financial year to 30 June 2012; refer Note 41 – Events Subsequent to Reporting Date. NOTE 33 – DEED OF CROSS GUARANTEE Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, the wholly owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and directors’ reports. It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the deed is that the Company guarantees to each creditor, payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up. The subsidiaries subject to the deed are: Birch, Carroll & Coyle Limited Bryson Hotel Pty Limited Canberra Theatres Limited Edge Digital Technology Pty Limited Elsternwick Properties Pty Limited Featherdale Farm & Aviaries Pty Limited Featherdale Holdings Pty Limited Filmlab Engineering Pty Limited Glenelg Theatres Pty Limited Greater Entertainment Pty Limited Greater Occasions Australia Pty Limited Greater Union International Holdings Pty Limited Greater Union Nominees Pty Limited Greater Union Screen Entertainment Pty Limited Greattheatre Pty Limited GUO Investments (WA) Pty Limited Gutace Holdings Pty Limited Haparanda Pty Limited Haymarket’s Tivoli Theatres Pty Limited Kidsports Australia Pty Limited Kosciuszko Thredbo Pty Limited Kvarken Pty Limited Lakeside Hotel Pty Limited Mamasa Pty Limited Noahs Limited Northside Gardens Hotel Pty Limited Pantami Pty Limited RQ Motels Pty Limited Rydges Bankstown Pty Limited Rydges Cronulla Pty Limited Rydges Hotels Limited Sabaya Port Douglas Pty Limited Sonata Hotels Pty Limited Tannahill Pty Limited The Geelong Theatre Company Limited The Greater Union Organisation Pty Limited Thredbo Resort Centre Pty Limited Tobeon Pty Limited Tourism & Leisure Pty Limited Western Australia Cinemas Pty Limited Zollverein Pty Limited. 93 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 33 – DEED OF CROSS GUARANTEE (continued) A consolidated Income Statement and consolidated Statement of Financial Position, comprising the Company and controlled entities which are a party to the deed, after eliminating all transactions between parties to the deed, at 30 June 2011 are set out as follows: Income Statement Profit before tax Income tax expense Profit after income tax but before discontinued operations Profit after tax from discontinued operations Profit after income tax and discontinued operations Retained earnings at the beginning of the year Dividends paid during the year Retained earnings at the end of the year Statement of Financial Position ASSETS Cash and cash equivalents Short term deposits Trade and other receivables Inventories Prepayments and other sundry assets Total current assets Trade and other receivables Loans to controlled entities Investments in controlled entities Other financial assets Available-for-sale financial assets Investments accounted for using the equity method Property, plant and equipment Investment properties Goodwill and other intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets LIABILITIES Trade and other payables Current tax liabilities Provisions Deferred revenue Other liabilities Total current liabilities Loans from controlled entities Other loans and borrowings Deferred tax liabilities Provisions Deferred revenue Other non-current liabilities Total non-current liabilities Total liabilities Net assets EQUITY Share capital Reserves Retained earnings Total equity 94 Amalgamated Holdings Limited – Annual Report 2011 2011 $’000 169,983 (28,973) 141,010 – 141,010 510,615 (58,987) 592,638 17,983 65,000 21,762 18,665 2,354 125,764 310 152,707 93,397 310 10,762 106,209 415,220 79,350 24,098 – 1,595 883,958 1,009,722 24,222 5,261 12,463 32,559 15,113 89,618 29,669 46,881 62 2,941 3,926 – 83,479 173,097 836,625 219,126 24,861 592,638 836,625 2010 $’000 112,482 (28,909) 83,573 – 83,573 476,332 (49,290) 510,615 25,667 – 34,676 15,162 3,781 79,286 405 127,572 96,712 310 10,447 99,417 403,177 78,875 19,216 3,649 3,530 843,310 922,596 35,121 10,359 11,674 30,471 7,275 94,900 29,669 40,993 – 2,821 2,937 197 76,617 171,517 751,079 219,126 21,338 510,615 751,079 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 34 – BUSINESS COMBINATIONS 2011 Businesses in Australia On 28 July 2010, the Group acquired the Moonlight Cinema business for cash consideration of $1,750,000. The Group incurred acquisition related costs of $27,000 related to external legal fees and due diligence. These costs have been expensed in the Group’s Income Statement. Moonlight Cinema is an outdoor cinema operation with five sites screening films in Melbourne, Sydney, Perth, Brisbane and Adelaide during the three month summer season. This acquisition adds to the diversity of the Group’s Australian cinema circuit. On 24 May 2011, the Group acquired Ducks Nuts Bar and Grill for consideration of $1,050,000. The Group incurred acquisition related costs of $46,000 related to external legal fees and due diligence. These costs have been included in other operating expenses in the Group’s Income Statement. Ducks Nuts Bar and Grill is a gaming and bar business situated in Darwin, Northern Territory. Since the dates of acquisition to 30 June 2011, these two businesses contributed revenue of $4,523,000 and a profit before tax of $12,000. If the businesses had been acquired on 1 July 2010, management estimates that revenue contributed would have been $8,650,000 and the profit before tax contributed for the period would have been $348,000. The combined fair value of net tangibles assets and liabilities acquired as part of the above acquisitions amounted to $209,000, which largely comprised plant and equipment and inventories. As a result of the acquisitions, intangible assets, being goodwill, increased by $2,653,000. Identifiable assets acquired and liabilities assumed Cash and cash equivalents Plant, equipment and leasehold improvements Employee entitlements Inventories and prepayments Deferred revenue Other liabilities Total net value of identifiable assets and liabilities Fair value at acquisition date $’000 33 224 (13) 131 (90) (76) 209 The above fair values of identifiable assets and liabilities have been determined based upon the best information available as of the reporting date. Goodwill Goodwill was recognised as a result of the acquisition as follows: Total cash consideration paid Add: Payment for net working capital balances Subtotal Less: Value of identifiable assets and liabilities Goodwill Goodwill was attributable mainly to market position and existing know how in the two businesses. $’000 2,800 62 2,862 209 2,653 95 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 34 – BUSINESS COMBINATIONS (continued) 2010 Cinema business in New Zealand and Fiji On 18 February 2010, a wholly owned subsidiary completed the transaction to purchase the SKYCITY cinema business based in New Zealand and Fiji. The purchase price was NZD61,100,000 (AUD47,817,000) before a recovery of NZD5,009,000 (AUD3,920,000) for the working capital balances as at the acquisition date. The business included 14 cinemas with 106 screens located throughout New Zealand, a 50% interest in Rialto Cinemas in New Zealand (three cinemas with 16 screens) and a 66.67% interest in SKYCITY Cinemas Fiji (two cinemas with 10 screens). All cinema properties in New Zealand were leasehold, whereas the sites in Fiji were owned. The acquisition of this business was considered an appropriate strategic addition to the Group’s existing cinema businesses. The wholly owned New Zealand-based business has subsequently been renamed Event Cinemas. Since the date of acquisition to 30 June 2010, the New Zealand cinema business, including the Group’s interest in the Rialto Cinemas and Fiji Cinemas, contributed revenue of $21,970,000 and a profit before tax of $694,000. If this business had been acquired on 1 July 2009, management estimates that revenue contributed would have been $76,000,000 and the profit before tax contributed for the period would have been $6,100,000. In determining the above estimated profit amount for the period from 1 July 2009, management has taken into account the impact of the fair value adjustments made at acquisition as if they had occurred on 1 July 2009. Identifiable assets acquired and liabilities assumed Plant, equipment and leasehold improvements Film library and software Deferred tax assets Trade and other receivables Inventories, cash and prepayments Interest in Rialto Cinema business Interest in Fiji Cinema business Employee entitlements Deferred tax liabilities Deferred lease costs Deferred revenue Provision for onerous contracts Provision for decommissioning of leasehold improvements Other liabilities Total net value of identifiable assets and liabilities Fair value at acquisition date $’000 38,989 152 4,889 614 1,271 2,498 4,468 (789) (172) (5,790) (1,479) (2,163) (1,096) (3,389) 38,003 The above fair values of identifiable assets and liabilities were determined based upon the information available as at 30 June 2010. Subsequent to this initial fair value assessment, a minor adjustment to provisions totalling $87,000 has been made. The fair values of the Group’s non-controlling interest in the Rialto Cinema business in New Zealand and the Fiji Cinema business have been determined as the present value of the estimated future cash flows. Pre-tax discount rates of 12.4% and 14.4% per annum were used in determining the fair values. 96 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 34 – BUSINESS COMBINATIONS (continued) Goodwill Goodwill was recognised as a result of the acquisition as follows: Total cash consideration paid Less: Recovery for net working capital balances Subtotal Less: Value of identifiable assets and liabilities Goodwill $’000 47,817 3,920 43,897 38,003 5,894 Goodwill was attributable mainly to the established market position of cinema sites within the cinema business in New Zealand and synergies expected to be achieved through combining this business with the Group’s existing cinema businesses. None of the goodwill recognised was expected to be deductible for income tax purposes. Cinema acquisitions – Australia On 14 October 2009, a wholly owned subsidiary expanded its existing cinema operations by acquiring the leasehold interest in the Beverly Hills and Cronulla cinema complexes in south-western and southern Sydney. Effective 26 December 2009, a wholly owned subsidiary acquired the remaining 50% interest in the Glendale Cinema not already owned by the Group. Glendale is in the western suburbs of Newcastle. On 17 June 2010, a wholly owned subsidiary acquired the leasehold interest in a cinema site in Noosa, Queensland. Consideration paid for these sites including the additional 50% interest in the Glendale site totalled $17,892,000 and consisted of cinema assets and liabilities and leasehold rights to the properties. Since the dates of acquisition to 30 June 2010, these cinema sites, including the additional 50% interest in the Glendale site, contributed revenue of $11,431,000 and profit of $2,125,000. If these sites had been acquired or 100% owned on 1 July 2009, management estimates that revenue contributed from these sites would have been $21,650,000 and the profit contributed for the period would have been $3,770,000. Identifiable assets acquired and liabilities assumed The Group has provisionally recognised the fair value of the following identifiable assets and liabilities relating to these acquisitions: Plant, equipment and leasehold improvements Deferred tax assets Other assets Employee entitlements Deferred revenue Total net fair value of identifiable assets and liabilities Fair value at acquisition date $’000 5,363 8 144 (211) (106) 5,198 The above fair values of identifiable assets and liabilities have been determined based upon the information available as at 30 June 2010. 97 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 34 – BUSINESS COMBINATIONS (continued) Leasehold and management rights Leasehold and management rights recognised as an intangible asset in the Statement of Financial Position from 1 July 2009 to 30 June 2010 as a result of these acquisitions, was determined as follows: Total cash consideration paid Add: Carrying value of 50% interest in Glendale Cinema already owned Subtotal Less: Value of identifiable assets and liabilities Leasehold and management rights recognised $’000 17,892 1,220 19,112 5,198 13,914 Leasehold and management rights were attributable to the existing goodwill arising from the market position of each site in their admissions catchment area and, for the Beverly Hills, Cronulla and Noosa cinemas, the management synergies expected to be achieved from integration of these sites with the Group’s existing cinema operations systems. This asset would be amortised over the term of the lease for each of the sites, which range from 16 to 20 years. Leasehold and management rights recognised were not deductible for income tax purposes. Acquisition related costs incurred The Group incurred acquisition related costs of $979,000 in respect of the above acquisitions from 1 July 2009 during the financial year to 30 June 2010, which related largely to legal fees and due diligence costs. These costs have been expensed within the Cinema Exhibition Australia segment during the period and have been included in the Group’s Income Statement. NOTE 35 – PARTICULARS IN RELATION TO CONSOLIDATED ENTITIES Company (parent entity) Amalgamated Holdings Limited Subsidiaries AHL Administration Pty Limited Albury Hotel Property Unit Trust Amalgamated Cinema Holdings Limited Amalgamated Holdings Superannuation Fund Pty Limited Ancona Investments Pty Limited Birch, Carroll & Coyle Limited BLN Hotels Property Unit Trust Bryson Centre Unit Trust Bryson Hotel Property Unit Trust Bryson Hotel Pty Limited Canberra Theatres Limited CMS Cinema Management Services GmbH CMS Cinema Verwaltungs GmbH Digital Cinema Integration Partners Pty Limited Edge Digital Cinema Pty Limited Edge Digital Technology Pty Limited Edge Investments BV Elsternwick Properties Pty Limited Event Cinemas (Fiji) Limited Event Cinemas Limited Event Cinemas New Plymouth Limited Event Cinemas Nominees Limited Event Cinemas (NZ) Limited Event Cinemas Queen Street Nominees Limited Event Distribution Limited Featherdale Farm & Aviaries Pty Limited Featherdale Holdings Pty Limited Filmlab Engineering Pty Limited 98 Amalgamated Holdings Limited – Annual Report 2011 Ownership interest Note 2011 % 2010 % (a)(d) (a)(f) (a)(f) (i) (a)(e) (h) (a)(d) (a)(d) (a)(d) (a)(d) (a)(d) (a)(d) 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 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 35 – PARTICULARS IN RELATION TO CONSOLIDATED ENTITIES (continued) Subsidiaries Filmpalast am ZKM Karlsruhe Beteiligungs GmbH Filmpalast Konstanz Beteiligungs GmbH Glenelg Theatres Pty Limited Greater Entertainment Pty Limited Greater Occasions Australia Pty Limited Greater Union Betriebsmittel GmbH Greater Union Filmpalast Cubix in Berlin GmbH Greater Union Filmpalast Dortmund GmbH & Co. KG Greater Union Filmpalast GmbH Greater Union Filmpalast Rhein-Main GmbH Greater Union Holdings Limited Greater Union in der Kulturbrauerei GmbH Greater Union in Hamburg GmbH Greater Union International BV Greater Union International GmbH Greater Union International Holdings Pty Limited Greater Union Limited Greater Union Nominees Pty Limited Greater Union Screen Entertainment Pty Limited Greater Union Theaters Dritte GmbH & Co. KG Greater Union Theaters Dritte Verwaltungs GmbH Greater Union Theaters GmbH Greater Union Theaters Mainz GmbH & Co. KG Greater Union Theaters Management Mainz GmbH Greater Union Theaters Verwaltungs GmbH Greater Union Theaters Zweite GmbH & Co. KG Greater Union Theaters Zweite Verwaltungs GmbH Greattheatre Pty Limited GUO Investments (WA) Pty Limited Gutace Holdings Pty Limited Haparanda Pty Limited Haymarket’s Tivoli Theatres Pty Limited Kidsports Australia Pty Limited Kosciuszko Thredbo Pty Limited KTPL Unit Trust Kvarken Pty Limited Lakeside Hotel Property Unit Trust Lakeside Hotel Pty Limited Lakeside International Hotel Unit Trust Mamasa Pty Limited Multiplex Cinemas Magdeburg GmbH Multiplex Cinemas Oberhausen GmbH Neue Filmpalast Erste GmbH & Co. KG Neue Filmpalast Erste Verwaltungs GmbH Neue Filmpalast GmbH & Co. KG Neue Filmpalast Management GmbH Noahs Hotels (NZ) Limited Noahs Limited Northside Gardens Hotel Property Unit Trust Northside Gardens Hotel Pty Limited Pantami Pty Limited QT Hotels and Resorts Pty Limited Red Carpet Event GmbH RH Hotels Pty Limited RQ Motels Pty Limited 99 Amalgamated Holdings Limited – Annual Report 2011 Note (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (b) (a)(f) (a)(f) (a)(e) (f) (c) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(d) (a)(f) Ownership interest 2011 % 2010 % 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 – – 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Ownership interest 2011 % 2010 % 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 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 35 – PARTICULARS IN RELATION TO CONSOLIDATED ENTITIES (continued) Note (g) (a)(d) (a)(d) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) (a)(f) Subsidiaries Rydges Bankstown Pty Limited Rydges Cronulla Pty Limited Rydges GCI Pty Limited Rydges Gladstone Hotel Property Unit Trust Rydges Hobart Hotel Property Unit Trust Rydges Hobart Hotel Pty Limited Rydges Hotels Limited Rydges Hotels Property Unit Trust Rydges Hotels Resorts Asia Pte Limited Rydges HPT Pty Limited Rydges Property Holdings Pty Limited Rydges Queenstown Hotel Limited Rydges Rotorua Hotel Limited Rydges Townsville Hotel Property Unit Trust Sabaya Port Douglas Pty Limited Sonata Hotels Pty Limited Sunshine Cinemas Pty Limited Tannahill Pty Limited The Geelong Theatre Company Limited The Greater Union Organisation Pty Limited Thredbo Resort Centre Pty Limited Tobeon Pty Limited Tourism & Leisure Pty Limited Turmpalast Frankfurt GmbH & Co. KG Turmpalast Frankfurt Management GmbH Vierte Kinoabspielstatten GmbH & Co. KG Vierte Kinoabspielstatten Verwaltungs GmbH Western Australia Cinemas Pty Limited Zollverein Pty Limited Zweite Kinoabspielstatten GmbH & Co. KG Zweite Kinoabspielstatten Verwaltungs GmbH (a) (b) (c) (d) (e) (f) (g) (h) (i) These companies are audited by other member firms of KPMG International. This company was incorporated and is domiciled in Jersey. This company was incorporated in and carries on business in the United Kingdom. These companies were incorporated in and carry on business in New Zealand. These companies were incorporated in and carry on business in The Netherlands. These companies were incorporated in and carry on business in Germany. This company was incorporated and was domiciled in Singapore. It was deregistered during the year. This company was incorporated and is domiciled in Fiji. This company ceased being a wholly owned subsidiary during the year. All companies, except those stated above, were incorporated in Australia. All trusts were established in Australia. 100 Amalgamated Holdings Limited – Annual Report 2011 3 1 – 0 1 0 2 0 0 0 ’ $ 5 0 0 , 9 ) 5 1 2 ( ) d ( 3 0 8 , 8 ) 2 0 2 ( ) 5 0 0 , 9 ( 1 1 0 2 0 0 0 ’ $ – ) 6 1 ( 3 3 8 7 9 , 1 5 9 9 , 1 7 1 ) 8 7 9 , 1 ( 0 1 0 2 0 0 0 ’ $ – 7 6 1 2 0 2 , 3 1 8 6 6 , 1 7 3 0 , 5 1 1 1 0 2 0 0 0 ’ $ 1 5 1 – – – 1 5 1 g n i t a r e p o o t n o i t u b i r t n o C g n i y r r a c t n e m t s e v n I ) s s o l ( / t i f o r p t n u o m a 0 1 0 2 1 1 0 2 t s e r e t n I % 0 5 – 9 4 5 2 % 0 5 8 4 – – ) e ( ) f ( w e N n i d e t a r o p r o c n i s a w d e t i m L i l e t o H a u r o t o R s e g d y R . s e t a r i m E b a r A d e t i n U e h t n i d e t a r o p r o c n i s a w C L L i n o n U r e t a e r G F A M s e i t i v i t c a l a p i c n i r P r o t u b i r t s d i d n a r e n w o m l i F d e t i m L i y t P s n o i t c u d o r i P e n o t e v o M d n u o s e n C i n o i t a r t s n m d A i i i r o t i b h x e m l i F r e n w o l e t o H d t L y t P s r e n t r a P n o i t a r g e t n I a m e n C i l a t i i g D d e t i m L i l e t o H a u r o t o R s e g d y R C L L i n o n U r e t a e r G F A M ) 5 e t o N ( C L L i n o n U r e t a e r G F A M – s n o i t a r e p O d e u n i t n o c s D i : s s e L 6 3 E T O N e m a N ) a ( ) b ( ) c ( ) d ( ) e ( ) f ( w e N n i x a t r o f i n o i t a c e r p e d g n d i l i u b f o n o i t a n m i i l e d n a e t a r x a t y n a p m o c e h t f o n o i t c u d e r e h t o t e u d s e c n a a b l x a t d e r r e f e d f o t n e m e t a t s e r e h t m o r f i g n s i r a , 0 0 0 , 4 9 2 $ o t g n i t n u o m a , t c a p m i e v i t a g e n e h t s e d u c n l i 0 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 s o l f o e r a h S . d n a a e Z l . ) 5 e t o N r e f e r ( 0 1 0 2 r e b o t c O 5 2 n o d o s l s a w C L L n o n U i r e t a e r G F A M n i t s e r e t n i ’ % 9 4 s p u o r G e h T . r e b m e c e D 1 3 f o e t a d e c n a a b a s a h h c h w C L L n o n U i i l r e t a e r G F A M f o n o i t p e c x e e h t h t i w , e n u J 0 3 s i i s e t a c o s s a l l a f o e t a d e c n a a b e h T l . 0 1 0 2 r e b m e c e D 1 e v i t c e f f e d e t i m L i l e t o H a u r o t o R s e g d y R n i t s e r e t n i i i % 5 7 g n n a m e r e h t d e r i u q c a p u o r G e h T . a i l a r t s u A n i d e t a r o p r o c n i e r e w d t L y t P s r e n t r a P n o i t a r g e t n I a m e n C i l i a t i g D d n a d e t i m L i y t P s n o i t c u d o r P e n o t e v o M d n u o s e n C i i . d n a a e Z l . ) 0 0 0 , 1 3 8 , 7 $ : 0 1 0 2 ( 0 0 0 , 0 0 4 , 4 $ o t t n u o m a 1 1 0 2 e n u J 0 3 d e d n e r a e y e h t r o f i s e t a c o s s a m o r f d e v e c e r i s d n e d v D i i S T N E M E T A T S L A I C N A N I F E H T O T S E T O N 1 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F I S E T A C O S S A N I S T N E M T S E V N I – 1 1 0 2 t r o p e R l a u n n A – d e t i i i l m L s g n d o H d e a m a g a m A 1 0 1 t l N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 36 – INVESTMENTS IN ASSOCIATES (continued) Summarised financial information relating to associates Aggregate assets, liabilities, revenues and net profit of associates, not adjusted for the percentage ownership held by the Group, is as follows: Revenues – as reported by associates Net profit – as reported by associates Current assets Non-current assets Total assets – as reported by associates Current liabilities Non-current liabilities Total liabilities – as reported by associates Net assets – as reported by associates Group’s share of net assets of associates Adjustments arising from equity accounting: Foreign exchange translation Carrying value of investments in associates Movements in carrying amount of associates Carrying amount of associates at the beginning of the year Foreign currency translation movements Share of associates’ net profit Distributions received Disposals Carrying amount of associates at the end of the year Commitments Share of associates’ capital expenditure commitments contracted but not provided for or payable: Not later than one year Share of associates’ operating lease commitments contracted but not provided for or payable: Not later than one year Later than one year but not later than five years Later than five years Contingent liabilities There are no contingent liabilities within associates as at 30 June 2011 (2010: $nil). 2011 $’000 2010 $’000 17,072 4,136 465 15 480 179 – 179 301 151 – 151 15,037 (2,373) 1,995 (4,400) (10,108) 151 – – – – – 62,633 17,603 24,816 33,162 57,978 10,388 5,240 15,628 42,350 19,161 (4,124) 15,037 16,304 (2,239) 8,803 (7,831) – 15,037 1,661 3,438 8,994 4,420 16,852 102 Amalgamated Holdings Limited – Annual Report 2011 0 1 0 2 0 0 0 ’ $ 1 1 0 2 0 0 0 ’ $ t i f o r p g n i t a r e p o o t n o i t u b i r t n o C 0 1 0 2 0 0 0 ’ $ 1 1 0 2 0 0 0 ’ $ f o e r a h S e u n e v e r s e l a s 0 1 0 2 0 0 0 ’ $ 1 1 0 2 0 0 0 ’ $ t n e m t s e v n I t n u o m a g n i y r r a c % 0 1 0 2 % 1 1 0 2 t i f o r P e r a h s t s e r e t n i f o e r u t a N s e i t i v i t c a l i a p c n i r P S T N E M E T A T S L A I C N A N I F E H T O T S E T O N 1 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F I I S E T T N E D E L L O R T N O C Y L T N O J N I I S T N E M T S E V N I – 7 3 E T O N e m a N ) e ( 7 7 2 , 1 3 9 5 0 , 4 2 1 7 9 , 2 7 1 6 7 8 , 6 6 1 3 5 5 , 5 8 8 7 2 , 0 9 3 0 1 5 3 6 5 5 6 1 8 4 5 4 , 1 8 9 4 , 6 4 1 4 , 1 8 0 4 , 6 9 4 9 , 2 9 9 9 , 2 6 3 0 , 3 1 8 9 7 , 2 1 6 2 2 7 7 6 3 7 9 ) f ( 6 0 0 , 1 4 9 6 , 1 4 7 5 , 1 1 ) f ( 3 1 5 8 1 1 , 1 9 0 6 5 3 1 9 4 5 9 1 7 9 8 3 9 5 0 3 9 5 9 4 9 1 ) 7 3 1 ( 9 8 5 1 7 6 1 8 5 , 3 4 5 8 , 4 7 3 3 , 4 6 7 1 , 8 9 9 0 , 1 2 5 8 , 2 0 7 4 , 4 9 3 7 , 2 5 6 3 , 8 5 1 8 , 2 0 2 5 , 4 1 1 1 , 4 1 8 8 , 7 1 5 5 , 2 2 9 5 , 3 2 9 2 , 4 8 7 2 4 6 4 , 4 3 5 5 , 3 1 2 6 , 4 5 4 3 , 2 7 0 5 0 1 8 , 2 ) 1 7 1 ( 1 0 5 4 2 5 , 2 3 0 3 , 1 9 5 9 4 0 3 5 3 6 , 4 2 5 7 , 3 9 7 2 , 4 6 2 2 , 1 8 4 5 0 9 2 , 3 6 3 6 2 3 8 2 1 2 , 2 1 0 3 , 1 1 3 0 , 1 2 1 7 , 9 3 0 6 4 , 3 3 5 7 8 , 5 3 2 2 6 3 , 8 2 2 7 4 2 , 9 0 1 4 2 3 , 4 1 1 0 5 3 3 3 3 0 5 0 5 3 3 3 3 0 5 7 . 6 6 ) d ( ) b ( 7 . 6 6 ) d ( ) b ( 0 5 ) a ( 0 5 ) a ( 3 3 0 5 ) c ( 0 5 0 5 ) b ( 1 5 ) d ( 0 5 0 5 ) a ( 0 5 ) a ( 3 3 0 5 ) c ( 0 5 0 5 ) b ( 1 5 ) d ( 0 5 s t e s s a e r u t n e v s t e s s a e r u t n e v s t e s s a e r u t n e v s t e s s a e r u t n e v s t e s s a e r u t n e v s t e s s a e r u t n e v s t e s s a e r u t n e v s t e s s a e r u t n e v s t e s s a e r u t n e v s t e s s a e r u t n e v s t e s s a e r u t n e v t n o i j t n o i j f o e r a h S n e e r c s i t l u m f o r o t a r e p O e r u t n e V i t n o J s e r t a e h T n a i l a r t s u A l s e x e p m o c a m e n c i f o e r a h S n e e r c s i t l u m a f o r o t a r e p O e r u t n e V i t n o J l x e p i t l u M s n a P s n w o r B l i t n o i j f o e r a h S n e e r c s i t l u m a f o r o t a r e p O e r u t n e V l x e p m o c a m e n c i l x e p m o c a m e n c i i t n o J a m e n C x e p i t l i l u M l l i H e l t s a C t n o i j f o e r a h S n e e r c s i t l u m a f o r o t a r e p O e r u t n e V i t n o J e r t n e C a m e n C a n i r a u s a C i t n o i j l s e x e p m o c a m e n c i l x e p m o c a m e n c i f o e r a h S n e e r c s i t l u m f o r o t a r e p O e r u t n e V i t n o J a m e n C i i j i F e r a h s y t i u q E n e e r c s i t l u m a f o r o t a r e p O G K . o C & H b m G e h u r s l r a K M K Z m a l t s a a p m l i F l x e p m o c a m e n c i l x e p m o c a m e n c i e r a h s y t i u q E n e e r c s i t l u m a f o r o t a r e p O G K . o C & H b m G z n a t s n o K l t s a a p m l i F t n o i j f o e r a h S n e e r c s i t l u m a f o r o t a r e p O e r u t n e V i t n o J a m e n C y t i i C n e d r a G t n o i j l x e p m o c a m e n c i f o e r a h S n e e r c s i t l u m a f o r o t a r e p O e r u t n e V i t n o J a m e n C g n o e e G l i t n o i j l x e p m o c a m e n c i f o e r a h S n e e r c s i t l u m a f o r o t a r e p O e r u t n e V i t n o J s n o i t a r e p O a m e n C y r o t c a F m a J i t n o i j l s e x e p m o c a m e n c i l x e p m o c a m e n c i f o e r a h S n e e r c s i t l u m f o r o t a r e p O e r u t n e V t i n o J o t l i a R l x e p m o c a m e n c i t n o i j f o e r a h S n e e r c s i t l u m a f o r o t a r e p O e r u t n e V i t n o J s a m e n C 6 i t r o p h u o S t t n o i j l x e p m o c a m e n c i f o e r a h S n e e r c s i t l u m a f o r o t a r e p O e r u t n e V i t n o J e r t n e C a m e n C a b m o o w o o T i . 0 0 0 , 2 6 2 , 3 $ y b t i f o r p g n i t a r e p o e h t f o e r a h s ’ s p u o r G e h t i g n s a e r c n i , s r a e y r o i r p n i e d a m t n e m p u q e i d n a t n a p l f o s n w o d - e t i r w t n e m r i a p m i f o l a s r e v e r e h t s e d u c n l i 0 1 0 2 e n u J 0 3 d e d n e r a e y e h t r o f e r u t n e V i t n o J s e r t a e h T n a i l a r t s u A r o f t i f o r p t i f o r p g n i t a r e p o e h t f o e r a h s ’ s p u o r G e h t i g n c u d e r , n o i t i a c e r p e d ’ s r a e y r o i r p o t n o i t c e r r o c a s e d u c n l i 0 1 0 2 e n u J 0 3 d e d n e r a e y e h t r o f G K . o C & H b m G z n a t s n o K l t s a a p m l i F d n a G K . o C & H b m G e h u r s l r a K M K Z m a l t s a a p m l i F r o f t i f o r p . s e c i i l o p g n i t a r e p o d n a l i a c n a n i f n r e v o g o t r e w o p e h t d n a l o r t n o c e v a h t o n s e o d p u o r G e h t s a d e t a d i l o s n o c t o n s i e r u t n e v t n o i j e h T e h T e h T l . y e v i t c e p s e r 0 0 0 , 7 3 $ d n a 0 0 0 , 2 8 9 $ y b . y n a m r e G n i d e t a r o p r o c n i e r e w G K . o C & H b m G z n a t s n o K l t s a a p m l i F d n a G K . o C & H b m G e h u r s l r a K M K Z m a l t s a a p m l i F l . d n a a e Z w e N n i s e t a r e p o e r u t n e V i t n o J i o t l a R d n a i j i F n i s e t a r e p o e r u t n e V i t n o J a m e n C i i j i F . s r a e y r o i r p n i e d a m s a w t n e m t s e v n i i s h t f o e u a v l e h t n i n w o d - e t i r w A ) a ( ) b ( ) c ( ) d ( ) e ( ) f ( 1 1 0 2 t r o p e R l a u n n A – d e t i i i l m L s g n d o H d e a m a g a m A 3 0 1 t l N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 37 – INVESTMENTS IN JOINTLY CONTROLLED ENTITIES (continued) During the year, the cinema joint ventures purchased management and consulting services of $5,772,000 (2010: $5,676,000), capital equipment of $8,096,000 (2010: $7,505,000), block and artwork of $131,000 (2010: $133,000) and other services of $328,000 (2010: $304,000) from the Group. These transactions were on normal commercial terms. The Group’s aggregate share of the jointly controlled entities’ assets and liabilities consists of: Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Movements in carrying amount of jointly controlled entities Carrying amount of jointly controlled entities at the beginning of the year Net additional investments Additions through entity acquired Share of profit Distributions received Transfer on acquisition of remaining ownership interest Foreign currency translation movements Amortisation of capitalised interest Other Carrying amount of jointly controlled entities at the end of the year Refer to Note 32 for details of contingent liabilities. NOTE 38 – DIRECTOR AND EXECUTIVE DISCLOSURES 2011 $’000 2010 $’000 21,925 87,183 109,108 26,186 2,156 28,342 80,766 109,247 1,000 – 33,460 (28,759) – (583) (32) (9) 114,324 26,145 82,237 108,382 29,623 1,831 31,454 76,928 101,446 98 6,966 39,712 (37,526) (1,233) (170) (33) (13) 109,247 Information regarding individual directors’ and executives’ compensation and some equity instruments disclosures, as permitted by the Corporations Regulations 2001, are provided in the Remuneration Report contained within the Directors’ Report. The relevant sections of the Remuneration Report are outlined below: Section of Remuneration Report Non-executive director remuneration Managing Director and executive remuneration Fixed annual remuneration Variable remuneration – short term incentive Variable remuneration – long term incentive Employment contracts Directors’ and executives’ position and period of responsibility Directors’ and executives’ remuneration Directors’ Report page reference 26 27 27 27 28 30 31 32 104 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 38 – DIRECTOR AND EXECUTIVE DISCLOSURES (continued) Directors The following persons were directors of Amalgamated Holdings Limited during the financial year: Name Position AG Rydge Non-executive director and Chairman Period of responsibility 1 July 2010 to 30 June 2011 AJ Clark Non-executive director and lead independent director 1 July 2010 to 30 June 2011 KG Chapman Non-executive director PR Coates Non-executive director VA Davies Non-executive director RM Graham Non-executive director RG Newton Non-executive director 1 July 2010 to 30 June 2011 1 July 2010 to 30 June 2011 20 April 2011 to 30 June 2011 1 July 2010 to 20 April 2011 1 July 2010 to 30 June 2011 DC Seargeant Managing Director and Chief Executive Officer 1 July 2010 to 30 June 2011 Other key management personnel The following persons also had authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the financial year: Name Position and employer NC Arundel PC Bourke GC Dean MR Duff Managing Director Rydges Hotels & Resorts Rydges Hotels Limited Director of Information Technology Amalgamated Holdings Limited Company Secretary Amalgamated Holdings Limited Director Commercial Amalgamated Holdings Limited HR Eberstaller Managing Director AHL Strategic Investments The Greater Union Organisation Pty Limited Period of responsibility 1 July 2010 to 30 June 2011 1 July 2010 to 30 June 2011 1 July 2010 to 30 June 2011 1 July 2010 to 30 June 2011 1 July 2010 to 30 June 2011 JM Hastings General Manager Entertainment – Australia and New Zealand The Greater Union Organisation Pty Limited 16 May 2011 to 30 June 2011 PW Horton Director Finance & Accounting Amalgamated Holdings Limited KJ Kobishop Corporate Director of Food and Beverage Amalgamated Holdings Limited 1 July 2010 to 30 June 2011 1 July 2010 to 31 August 2010 All of the above persons were also key management persons during the whole of the year ended 30 June 2010, with the exception of: (cid:120) (cid:120) (cid:120) (cid:120) KG Chapman who was appointed a director on 18 February 2010; PR Coates who was appointed a director on 10 July 2009; PC Bourke who commenced with the Group on 19 April 2010; and JM Hastings who was appointed to the key management position on 16 May 2011. 105 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 38 – DIRECTOR AND EXECUTIVE DISCLOSURES (continued) Key management personnel remuneration The key management personnel remuneration included in employee expenses is as follows: Employee benefits Short term Other long term Termination payments Post-employment Equity compensation 2011 $ 2010 $ 6,778,572 106,795 242,437 151,697 1,178,407 8,457,908 7,347,347 97,562 – 120,040 899,336 8,464,285 Option holdings and transactions There were no options over ordinary shares in Amalgamated Holdings Limited held directly, indirectly or beneficially, by each key management personnel, including their related parties. There are no outstanding options at 30 June 2011 (2010: nil). No options have been granted since the end of the year. Performance share holdings and transactions The movement during the year in the number of performance shares in Amalgamated Holdings Limited held, directly, indirectly or beneficially, by each key management personnel, including their related parties, is as follows: Held at the beginning of the year Granted Exercised Forfeited Director DC Seargeant Executives NC Arundel P C Bourke (a) GC Dean MR Duff HR Eberstaller JM Hastings (b) PW Horton KJ Kobishop (c) 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 580,000 340,000 210,000 240,000 (100,000) – 57,217 44,202 – – 43,013 31,124 67,590 49,643 18,820 10,954 – – 64,307 48,485 100,000 100,000 23,547 18,987 9,174 – 14,717 11,889 22,209 17,947 9,740 7,866 50,000 – 19,373 15,822 – – – (5,972) – – (16,333) – – – – – – – – – – – Held at the end of the year 690,000 580,000 80,764 57,217 9,174 – 41,397 43,013 89,799 67,590 28,560 18,820 50,000 – 83,680 64,307 – – – – – – – – – – – – – – – – (100,000) – – 100,000 (a) PC Bourke commenced employment with the Group on 19 April 2010. (b) (c) JM Hastings was appointed to the key management position on 16 May 2011. KJ Kobishop ceased employment with the Group on 31 August 2010. No performance shares have been granted since the end of the year. No performance shares were held by the related parties of key management personnel. 106 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 38 – DIRECTOR AND EXECUTIVE DISCLOSURES (continued) Equity holdings and transactions The movement during the year in the number of ordinary shares of Amalgamated Holding Limited held, directly, indirectly or beneficially, by key management personnel, including their related parties, is as follows: Held at the beginning of the year Renounceable pro-rata entitlement offer Dividend Reinvestment Plan Received on exercise of options Received on release of performance shares Purchases Sales Other (a) Directors AG Rydge (Chairman) AJ Clark KG Chapman (b) PR Coates (c) VA Davies (d) TC Ford (e) RM Graham (f) RG Newton DC Seargeant (Managing Director) Executives NC Arundel PC Bourke (g) GC Dean MR Duff HR Eberstaller JM Hastings (h) PW Horton KJ Kobishop (i) 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 71,602,355 57,979,154 232,000 50,000 – 11,789,923 – 1,783,278 65,000 50,000 54,500 – 28,000 – – – – 10,000 12,752 10,626 66,000 20,000 1,019,490 720,500 14,813 – – – 102,804 75,500 50,806 30,000 3,584 – – – 63,697 45,000 23,065 – – 5,000 – – – 12,737 – – – – – – – 43,000 – – – – – – – – – – – – – – – – – – – 10,000 – – – 3,763 – – – – – 2,126 – 8,000 – 265,125 – 8,841 – – – 26,325 – 20,806 – 3,584 – – – 18,697 – 20,000 – – – – – – – – – – – – – – – 33,865 – – – – – 979 – – – – – – – – – 3,065 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 54,500 – 11,500 – – – (10,000) (12,752) – – – – – – – – – – – – – – – – – – (5,000) 100,000 – (250,000) – – 5,972 (6,800) – – – 16,333 – – – – – – – – – – – – – (11,000) – (24,914) – – – – – – – – – – – – – – – – – – – – – – – – – – – (23,065) – Held at the end of the year 71,834,355 71,602,355 65,000 65,000 54,500 54,500 28,000 28,000 – – – – – 12,752 66,000 66,000 869,490 1,019,490 8,013 14,813 – – 108,137 102,804 25,892 50,806 3,584 3,584 – – 63,697 63,697 – 23,065 (a) This movement represents the balance of ordinary shares held at the relevant date, being the date of commencement with the Group or termination from the Group. (b) KG Chapman was appointed a director on 18 February 2010. (c) PR Coates was appointed a director on 10 July 2009. (d) VA Davies was appointed a director on 20 April 2011. (e) TC Ford resigned as a director on 23 October 2009. (f) RM Graham resigned as a director on 20 April 2011. (g) PC Bourke commenced employment with the Group on 19 April 2010. (h) (i) JM Hastings was appointed to the key management position on 16 May 2011. KJ Kobishop ceased employment with the Group on 31 August 2010. No shares were granted to key management personnel during the financial reporting period as compensation in the year to 30 June 2011. 107 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 38 – DIRECTOR AND EXECUTIVE DISCLOSURES (continued) Loans and other transactions with key management personnel and their related parties Loans to key management personnel and their related parties There were no loans outstanding at any time during the year with any key management personnel or their related parties. Other transactions with the Company or its controlled entities AG Rydge and AJ Clark are directors of Carlton Investments Limited. Carlton Investments Limited rents office space from a controlled entity. Rent is charged to Carlton Investments Limited at a market rate. Rent received during the year was $30,907 (2010: $31,235). The Company holds shares in Carlton Investments Limited. Dividends received during the year from Carlton Investments Limited totalled $446,430 (2010: $427,524). AG Rydge paid rent, levies and other costs to Group entities during the year amounting to $82,179 (2010: $78,834). A company associated with RM Graham paid rent and levies to a controlled entity during the year amounting to $5,729 (2010: $5,564). Rent is charged to AG Rydge and RM Graham at market rates. During the prior year, a controlled entity purchased land and buildings from a vendor company associated with RG Newton. The purchase was concluded in September 2009 and the consideration was $2,000,000. Apart from the details disclosed in this note, no key management person has entered into a material contract with the Group since the end of the previous year and there were no material contracts involving directors’ interests existing at reporting date. From time to time, key management personnel of the Group, or their related parties, may purchase goods or services from the Group. These purchases are usually on the same terms and conditions as those granted to other Group employees. Where the purchases are on terms and conditions more favourable than those granted to other Group employees, the resulting benefits form part of the total remuneration outlined within the Remuneration Report. NOTE 39 – RELATED PARTIES Associates Interest paid on loans to associates is shown in Note 4. Other transactions were receipt of property rentals from associates of $43,000 (2010: $41,000) and costs of $193,000, paid on behalf of an associate, $93,000 of which is refundable by that associate. Refer also to Notes 11, 16, 22, 34 and 36. Relationships with jointly controlled entities Refer to Notes 11, 16, 32, 34 and 37. Key management personnel Disclosures relating to directors and named executives are set out in Note 38. 108 Amalgamated Holdings Limited – Annual Report 2011 N O T E S T O T H E F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 1 NOTE 40 – RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES Reconciliation of profit after related income tax expense for the year to net cash provided by operating activities Profit after related income tax expense for the year Adjustments for: Amortisation Depreciation Net loss on sale of non-current assets Profit on sale of interest in United Arab Emirates cinema exhibition operations Development gain on revaluation of the redeveloped Canberra Civic property Fair value increment of investment properties Equity accounted investment distributions Share of equity accounted investees’ net profit Asset impairment adjustments Share-based payments expense Receivables impairment adjustment Unrealised foreign exchange gains Increase/(decrease) in income taxes payable Net cash provided by operating activities before change in assets and liabilities Change in assets and liabilities adjusted for effects of consolidation of controlled entities acquired/disposed during the year: Decrease/(increase) in trade and other receivables Increase in inventories Decrease/(increase) in prepayments and other sundry assets Increase in deferred tax items Increase/(decrease) in trade and other payables Increase/(decrease) in provisions Increase in deferred revenue Increase in deferred income – VAT dispute Decrease in other liabilities Increase/(decrease) in financing costs payable Net cash provided by operating activities NOTE 41 – EVENTS SUBSEQUENT TO REPORTING DATE Dividends For final dividends declared after 30 June 2011, refer Note 8. 2011 $’000 2010 $’000 139,831 98,772 9,502 26,838 561 (60,318) (2,251) (438) 33,159 (35,455) 330 1,949 136 (115) (6,232) 107,497 11,738 (4,585) 3,233 3,623 7,380 (1,748) 5,811 9,886 (3,025) (83) 139,727 11,416 22,231 1,047 – (10,163) (275) 45,357 (48,515) 10,339 1,494 (1,291) (105) 3,567 133,874 (7,749) (4,480) (702) 6,244 (1,320) 1,487 10,406 – (1,265) 91 136,586 VAT dispute in Germany Note 32 – Contingent Assets and Liabilities, refers to an amount of $20,483,000 relating to disputed VAT totalling $18,921,000, provided for or paid by German controlled and joint venture entities on a number of food products sold during the period since 1 January 2005, plus potential interest receivable thereon of $1,562,000. Included in the total VAT in dispute is an amount of $3,304,000 relating to the financial year to 30 June 2011. Subsequent to the reporting date, on 18 August 2011, the German Federal Fiscal Court ruled in favour of a competitor on a similar dispute. Although this Court ruling is only binding for the parties to this case, barring any unforeseen circumstances, it is expected that the Company’s controlled and joint venture entities will also now obtain a favourable outcome to their disputes. It is therefore expected that the contingent asset noted at 30 June 2011 will be recognised as income in the financial year to 30 June 2012. 109 Amalgamated Holdings Limited – Annual Report 2011 D I R E C T O R S ’ D E C L A R A T I O N 1. In the opinion of the directors: (a) the consolidated financial statements and notes that are set out on pages 38 to 109 and the Remuneration Report in the Directors’ Report set out on pages 26 to 36, are in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Group’s financial position as at 30 June 2011 and of its performance for the financial year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. 3. 4. There are reasonable grounds to believe that the Company and the Group subsidiaries identified in Note 33 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those subsidiaries pursuant to ASIC Class Order 98/1418. The directors have received the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and the Director Finance & Accounting for the year ended 30 June 2011. The directors draw attention to Note 1(a) to the financial report, which includes a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the directors: AG Rydge Director Dated at Sydney this 25th day of August 2011. DC Seargeant Director 110 Amalgamated Holdings Limited – Annual Report 2011 I N D E P E N D E N T A U D I T O R ’ S R E P O R T T O T H E M E M B E R S O F A M A L G A M A T E D H O L D I N G S L I M I T E D Report on the financial report We have audited the accompanying financial report of the Group comprising Amalgamated Holdings Limited (the Company) and the entities it controlled at the year’s end or from time to time during the financial year, which comprises the statement of financial position as at 30 June 2011, and income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, Notes 1 to 41 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group. Directors’ responsibility for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In Note 1, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s opinion In our opinion: (a) the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2011 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. the financial report also complies with International Financial Reporting Standards as disclosed in Note 1. (b) Report on the Remuneration Report We have audited the Remuneration Report included in pages 26 to 36 in the Directors’ Report for the year ended 30 June 2011. The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards. 111 Amalgamated Holdings Limited – Annual Report 2011 I N D E P E N D E N T A U D I T O R ’ S R E P O R T T O T H E M E M B E R S O F A M A L G A M A T E D H O L D I N G S L I M I T E D Auditor’s opinion In our opinion, the Remuneration Report of Amalgamated Holdings Limited for the year ended 30 June 2011, complies with Section 300A of the Corporations Act 2001. KPMG David Rogers Partner 25th August 2011 112 Amalgamated Holdings Limited – Annual Report 2011 S H A R E H O L D E R I N F O R M A T I O N Additional information required by the ASX Listing Rules and not disclosed elsewhere in the Annual Report is set out below: SHAREHOLDINGS (AS AT 31 AUGUST 2011) SUBSTANTIAL SHAREHOLDERS The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are: Shareholder Enbeear Pty Limited Carlton Investments Limited Investors Mutual Limited IOOF Holdings Limited Perpetual Limited Number of ordinary shares held 56,598,377 * 56,588,377 14,396,349 16,025,288 12,449,252 * Includes Carlton Investments Limited holding. VOTING RIGHTS Ordinary shares There were 5,779 holders of ordinary shares of the Company. The voting rights attaching to the ordinary shares, set out in clause 54 of the Company’s Constitution, are: “Subject to any rights or restrictions for the time being attached to any class or classes of shares: (a) at meetings of members or classes of members, each member entitled to vote may vote in person or by proxy or attorney; and (b) on a show of hands, every person present who is a member or a representative of a member has one vote, and on a poll, every member present in person or by proxy or attorney and every person who is a representative of a member has one vote for each share he holds or represents as the case may be.” Options There were no outstanding options of the Company as at 31 August 2011. DISTRIBUTION OF SHAREHOLDERS 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Number of shareholders Number of shares held 2,828 1,803 553 544 51 1,127,963 4,641,704 3,921,080 13,581,867 136,527,732 5,779 159,800,346 The number of shareholders holding less than a marketable parcel is 410. UNQUOTED ORDINARY SHARES There were 2,359,667 unquoted ordinary shares issued pursuant to the employee share plans. The shares were held by 769 holders. The unquoted ordinary shares have been included within the distribution of shareholders table above. 113 Amalgamated Holdings Limited – Annual Report 2011 S H A R E H O L D E R I N F O R M A T I O N TWENTY LARGEST SHAREHOLDERS The names of the 20 largest shareholders of the quoted shares are: Enbeear Pty Limited Eneber Investment Company Limited National Nominees Limited RBC Dexia Investor Services Australia Nominees Pty Limited (Bkcust Account) JP Morgan Nominees Australia Limited RBC Dexia Investor Services Australia Nominees Pty Limited (Pipooled Account) The Manly Hotels Pty Limited Alphoeb Pty Limited Carlton Hotel Limited HSBC Custody Nominees (Australia) Limited Mr Alan Graham Rydge Citicorp Nominees Pty Limited Cogent Nominees Pty Limited TN Phillips Investments Pty Limited Citicorp Nominees Pty Limited (CFSIL Cwlth Aust SHS 14 Account) Sandhurst Trustees Ltd (SISF Account) Australian United Investment Company Limited Argo Investments Limited Citicorp Nominees Pty Limited (Colonial First State Inv Account) Mr David Christopher Seargeant Number of shares held Percentage of capital held 32,134,031 19,777,772 12,007,615 11,444,655 7,695,513 7,422,510 5,732,812 5,627,315 5,276,103 4,528,532 3,269,915 3,221,659 2,497,012 1,446,000 1,425,982 1,375,433 1,200,000 1,040,151 1,020,267 853,490 20.11 12.38 7.51 7.16 4.82 4.65 3.59 3.52 3.30 2.83 2.05 2.02 1.56 0.90 0.89 0.86 0.75 0.65 0.64 0.53 ON-MARKET BUY BACK There is no current on-market buy back. SECURITIES EXCHANGE Amalgamated Holdings Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares. Shares are listed on the ASX under the code AHD. Details of trading activity are published in most Australian daily newspapers. 128,996,767 80.72 114 Amalgamated Holdings Limited – Annual Report 2011 O T H E R I N F O R M A T I O N ANNUAL GENERAL MEETING The Annual General Meeting will be held at 10:30am on Friday 21 October 2011 at: Rydges North Sydney 54 McLaren Street North Sydney NSW 2060. REGISTERED OFFICE Level 22 227 Elizabeth Street Sydney NSW 2000 Telephone Facsimile +61 2 9373 6600 +61 2 9373 6534 www.ahl.com.au SHARE REGISTRY Computershare Investor Services Pty Limited Level 4 60 Carrington Street Sydney NSW 2000 GPO Box 2975 Melbourne VIC 3000 Telephone Facsimile 1300 850 505 +61 3 9473 2500 www.computershare.com For more information on Amalgamated Holdings Limited please refer to our website at www.ahl.com.au 115 Amalgamated Holdings Limited – Annual Report 2011 INTENTIONALLY BLANK abn 51 000 005 103 

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