EVZ LIMITED Annual Report 2010 EVZ Limited and Controlled Entities ABN 87 010 550 357 EVZ Limited Annual Report 2010 CONTENTS CORPORATE DIRECTORY CHAIRMAN’S REPORT CEO’S REPORT DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT AUDITOR’S INDEPENDENCE DECLARATION INCOME STATEMENT STATEMENT OF COMPREHENSIVE INCOME STATEMENT OF FINANCIAL POSITION STATEMENT OF CHANGES IN EQUITY STATEMENT OF CASH FLOWS NOTES TO AND FORMING PART OF THE ACCOUNTS DIRECTORS’ DECLARATION INDEPENDENT AUDIT REPORT TO THE MEMBERS ADDITIONAL SHAREHOLDER INFORMATION 2 3 4 5 13 20 23 24 25 26 27 28 56 57 59 EVZ LIMITED Annual Report FY10 l 1 Corporate Directory DIRECTORS M Findlay (Non-Executive Chairman) P Jones (Non-Executive Director) K Fagg (Non-Executive Director) G Burns (Non-Executive Director) CHIEF EXECUTIVE OFFICER A Powis CHIEF FINANCIAL OFFICER and COMPANY SECRETARY I Wallace REGISTERED & PRINCIPAL OFFICE Level 7, 410 Collins Street, MELBOURNE. Vic. 3000 Telephone: (03) 9670 4545 Facsimile: (03) 9670 6670 Email: corporate@evz.com.au SHARE REGISTRY Computershare Investor Services Pty Ltd 452 Johnston Street, ABBOTSFORD. Vic. 3067 Telephone: 1300 137 328 Facsimile: 1300 137 341 AUDITORS Bentleys Melbourne Partnership Level 7, 114 William Street, MELBOURNE. Vic. 3000 BANKERS Commonwealth Bank of Australia STOCK EXCHANGE LISTING Australian Securities Exchange Limited (Home Exchange – Melbourne) ASX Code: EVZ 2 l EVZ LIMITED Annual Report FY10 Chairman’s Report The economic conditions in the 2010 financial year have continued to be very difficult, especially in the traditional markets that EVZ businesses have operated in. It has been our policy during the year to control costs tightly but, to retain our key skilled staff, we have been forced to reduce margins to maintain volume through our businesses. The key focus of the company in 2011 will be to rebuild the profitability of the group throughout our traditional markets, and to expand into new markets where economic certainty is still strong. We will continue to drive strategic organic growth throughout the group by focusing our business development team to target new geographic areas and new client opportunities. As the economy recovers and as a result of the initiatives above, we are confident that profitability will improve in the 2011 financial year. A further priority will be the reinstatement of dividend payments. The Directors considered it financially prudent to suspend payment of a final dividend for the year to 30 June 2010 due to the group’s poor profit performance. In the first three months of the 2011 year, operating conditions remain challenging although there are signs of an improvement with a strong order book across most divisions, albeit with tight margins. The National business is showing signs of a return to profitability and productivity and throughput are improving. In spite of the poor operating climate, EVZ has been able to retain its core of skilled staff so we will be equipped to handle the current order book. Our focus in Health and Safety continues together with the training and development of our workforce. We have also continued our business development push during this time which has cemented our relationship with existing clients and exposed our abilities to potentially new clients, who now consider the EVZ offering in their expansion plans. Finally, we are pursuing a number of exciting opportunities in the energy area, such as coal seam gas and back-up power utilisation. By building relationships now and promoting our abilities in these fields, we believe we have cemented our position in the energy market as it develops from its infancy. Gordon McKern retired as a Director during the year and I thank him for his unwavering commitment to the initial development of the EVZ Group. I wish him well in his retirement and every success in the future. To all of our employees, thank you for your commitment and significant contribution to the EVZ businesses and their long term value. Director – M Findlay EVZ LIMITED Annual Report FY10 l 3 CEO’s Report As I’m sure you are aware, difficult trading conditions persisted throughout the 2009/2010 financial year despite our opinion at this time last year that the trading environment looked to be improving. At the end of the half year to December 2009, we were pleased with our progressive result under the circumstances (albeit less than targeted) and had, in actual fact, expected (internally) a slightly better performance for the second half. There were no indications of impending problems and the forward workload was solid. However, by March it became obvious that the Danum business had seriously under-estimated several projects and they were contracted to complete this work. The National business was improving but at a slower rate than anticipated for the second half. All other group companies began to experience unexpected programme delays due to various client-based decisions. The net result for the second six months was, of course, completely unacceptable and has been well reported. All known losses in existing contracts prior to 30 June 2010 have been taken up as at 30 June 2010. I believe the important issue now is to advise you about what action has been taken to mitigate any similar circumstances in the future, such as: • Enhanced reporting/review processes, particularly with respect to Work in Progress, are rigorously undertaken each month. • We have combined the Brockman and Danum businesses under a single General Manager, Mr Max Goddard. We are targeting that both these businesses will be on a single site within twelve months. • Senior and more experienced estimating staff have been engaged. • The existing Tender Authority Matrix has been tightened and revised. • A new Production Manager has been engaged at National to improve efficiencies. • A new Construction Manager has been engaged at TSF to improve their delivery process. There are, of course, many more changes and all senior managers are constantly searching for further improvements. Despite the 2009/2010 financial year setbacks, there are many positive issues to report: • Forward workloads remain steady in the order of $40 million. Our tender book is approximately $200 million and we are pursuing many significant projects. Syfon have a record workload in front of them and the order books for Brockman and National are full to Christmas. • Revenues have been maintained and are set to grow. Rebuilding our profitability is an absolute priority, however margins remain tight. • Our skilled workforce is intact (a strategic decision) and operating efficiently which is vital for our future growth. • We have opened a new office in Western Australia under the Syfon banner which has already started to yield success. In time, the other businesses will leverage off this opportunity. • The significant investment in our BDM network has continued which has yielded multiple contracts on numerous projects, thus providing an ever-expanding client base for all companies. • We are aggressively targeting the mining, gas and energy sectors to leverage the company into the fast stream economy. • The small but successful TSF Maintenance division is being expanded into our Queensland and Victorian offices. • Co- and Tri-generation projects are being targeted with considerable success and we believe we are on the leading edge of these exciting new projects. • Re-branding of the website and brochures is now complete and providing a consistent offering to our clients. All levels of the group are highly motivated and striving for success. We will successfully recover but it will take some time. 4 l EVZ LIMITED Annual Report FY10 CEO – A Powis Directors’ Report The Directors present their report on the financial statements of the Company and economic entity for the year ended 30 June 2010. In order to comply with the provisions of the Corporations Act, the Directors report as follows: DIRECTORS The following persons were Directors of the Company during the financial year and up to the date of this report: Maxwell FINDLAY Peter JONES Keith FAGG Graham BURNS Gordon McKERN (retired 26 February 2010) INFORMATION ON DIRECTORS Details of the Directors of the Company in office at the date of this report are: Maxwell Findlay Appointed 14 May 2008 – Non-Executive Chairman. Mr Findlay, age 64, was the Managing Director of Programmed Maintenance Services Limited from 1988 to 2008 and accumulated significant and relevant experience in the strategy, planning, management and marketing of a growing industrial organization. Mr Findlay has a Bachelor of Economics and is a Fellow of the Australian Institute of Company Directors. Mr Findlay is a member of the Audit Committee, Nomination Committee and Remuneration Committee. Interest in Shares: 1,345,000 ordinary shares Peter Jones Appointed 29 March 2004 – Non-Executive Director. Mr Jones, age 58, is a Chartered Accountant and has extensive skills in business development, financing and property development. Mr Jones is Chairman of the Audit Committee and a member of the Nomination Committee and Remuneration Committee. Interest in Shares: 7,713,748 ordinary shares Keith Fagg Appointed 20 December 2005 – Non-Executive Director. Mr Fagg, age 55, owns and operates the Fagg’s Mitre 10 business, one of the largest in Australia in the Mitre 10 Group. Mr Fagg has wide-ranging managerial skills. Mr Fagg has a Bachelor of Economics (Hons) and is a member of the Australian Institute of Company Directors. Mr Fagg is a member of the Audit Committee and Nomination Committee. Interest in Shares: 1,886,312 ordinary shares EVZ LIMITED Annual Report FY10 l 5 Directors’ Report Graham Burns Appointed 1 February 2008 – Non-Executive Director. Mr Burns, age 55, has extensive managerial skills and experience in the property, retail and manufacturing sectors. He is currently the Chief Executive of Hunter Land which is a significant industrial developer in regional New South Wales. Mr Burns is Chairman of the Remuneration Committee. Interest in Shares: 4,700,000 ordinary shares DIRECTORS’ MEETINGS The following table sets out the number of Directors’ meetings (including meetings of any committee of Directors) held during the financial year and the number of meetings attended by each Director (whilst they were a Director or Committee member): DIRECTORS’ MEETINGS Total number of meetings held: M Findlay – Chairman P Jones K Fagg G Burns G McKern (retired 26 February 2010) No. Attended 13 11 13 13 8 13 No. Held Whilst a Director 13 13 13 13 8 REMUNERATION COMMITTEE MEETINGS Total number of meetings held: G Burns – Chairman M Findlay P Jones (appointed 18 March 2010) G McKern (retired 26 February 2010) AUDIT COMMITTEE MEETINGS Total number of meetings held: P Jones – Chairman K Fagg M Findlay No. Attended 1 1 0 0 No. Attended 2 2 2 1 No. Held Whilst a Member 1 1 1 0 2 No. Held Whilst a Member 2 2 2 There were no meetings of the Nomination Committee held during the year. 6 l EVZ LIMITED Annual Report FY10 Directors’ Report COMPANY SECRETARY The Company Secretary is Ian Wallace. Mr Wallace is a Chartered Accountant with accounting and company secretarial experience in listed and unlisted companies. PRINCIPAL ACTIVITIES The economic entity operates in the engineering services industry sector and its principal activities are: • Design and installation of syfonic roof drainage systems to major buildings including airports, shopping centres and sporting venues throughout Australia and South East Asia. • Design, manufacture, service and maintenance of large steel tanks for use in the water, petrochemical and chemical industries. • Design, construction, on-site installation, maintenance and shutdown engineering services to the mining, wood chip, petrochemical, aluminium, glass, cement, defence and agriculture industries. • Design, installation and maintenance of base and back-up power generation equipment, communications equipment and marine installations. • Fabrication and erection of structural steelwork for large commercial, industrial and retail projects. OPERATING RESULTS The net profit for the economic entity for the year after income tax expense was $259,498 compared to a net profit after income tax expense in 2009 of $2,019,305. DIVIDENDS Since the start of the financial year the Company has: • Paid a final fully franked dividend for the 30 June 2009 financial year of 0.25 cents per share on 6 November 2009. • Paid an interim fully franked dividend for the 30 June 2010 financial year on 15 April 2010 of 0.25 cents per share. • Directors have agreed not to pay a final dividend for the year to 30 June 2010. REVIEW OF ACTIVITIES During the year under review the Company: • Changed its name to EVZ Limited. • Faced significantly difficult trading conditions resulting from the prevailing economic conditions. • Maintained its relative revenue base despite significant price pressures which impacted on profit margins. • Continued to expand its customer product and geographic base from an increased investment in business development. • Completed several projects utilising the joint capabilities of a number of the Group businesses. CHANGES IN STATE OF AFFAIRS There was no change in the state of affairs. SUBSEQUENT EVENTS There have not been any matters or circumstances, other than those referred to in the financial statements or notes thereto, that have arisen since the end of the financial year, that have significantly affected, or may significantly affect, the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years after this financial year. EVZ LIMITED Annual Report FY10 l 7 Directors’ Report FUTURE DEVELOPMENTS The Directors believe, on reasonable grounds, that to include in this report particular information regarding likely developments in the operations of the economic entity and the expected results of those operations in financial years after the financial year would be likely to result in unreasonable prejudice to the economic entity. Accordingly, this information has not been included in this report. PROCEEDINGS ON BEHALF OF THE COMPANY No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section 237 of the Corporations Act 2001. SHARE OPTIONS There are no share options. ENVIRONMENTAL REGULATIONS The economic entity is not subject to any significant environmental regulations under a Commonwealth, State or Territory Law. INSURANCE OF OFFICERS During the financial year the Company insured the Directors and Officers of the Company against legal costs that may be brought against the Directors and officers in their capacity as officers of the Company. The policy provides for confidentiality with respect to its premium. NON-AUDIT SERVICES During the current and prior year there were no non-audit services provided by the Company’s Auditors. AUDITOR’S INDEPENDENCE DECLARATION As required under Section 307C of the Corporations Act 2001, EVZ Limited has obtained an Independence Declaration from its Auditors, Bentley’s Melbourne Partnership. This is included on page 20 of this financial report. REMUNERATION REPORT This report details the nature and amount of remuneration for each Director of EVZ Limited and for key management personnel. Remuneration policy The remuneration policy of EVZ Limited has been designed to align Director and Executive remuneration with Shareholder and business objectives by providing a fixed remuneration component and where appropriate offering specific short and long-term incentives based on key performance areas affecting the economic entity’s financial results. The Board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best Directors and Executives to govern and manage the economic entity, as well as create goal congruence between Directors, Executives and Shareholders. 8 l EVZ LIMITED Annual Report FY10 Directors’ Report - Remuneration Report Executive remuneration The Board’s policy for determining the nature and amount of remuneration for key senior Executives for the economic entity is as follows: • The remuneration policy, setting the terms and conditions for Executive Officers, was developed by the Remuneration Committee and approved by the Board after seeking professional advice where appropriate from independent external consultants. • All Executives receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits and where appropriate performance incentives. The Remuneration Committee reviews Executive remuneration packages annually with reference to the economic entity’s performance, each Executive’s performance and comparable information from industry sectors and listed companies in similar industries. The performance of each Executive is measured against criteria agreed with each Executive and is based predominantly on forecast growth of the economic entity’s profits and shareholders’ value. Bonuses and incentives will be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the Remuneration Committee’s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of Executives and reward them for performance that results in long-term growth in shareholder wealth. During the year to 30 June 2010 no incentives were paid to Executives of the economic entity (2009: $Nil). Executives receive a superannuation guarantee contribution required by the Government, which is currently 9%, and do not receive any other retirement benefits. Individuals may choose to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to Executives is valued at the cost to the Company and expensed. Director remuneration The Board’s policy is to remunerate Non-Executive Directors at appropriate market rates. The Remuneration Committee recommends the fee structure for Non-Executive Directors which will be determined by reference to market practice, duties performed, time, commitment and accountability. Director fees are reviewed annually by the Remuneration Committee. The Remuneration Committee may seek independent advice in determining appropriate fee structures for Directors. The maximum aggregate amount of fees payable to Non-Executive Directors is subject to approval by Shareholders at the Annual General Meeting. Fees for Non-Executive Directors are not linked to the performance of the economic entity. However, to align Directors’ interests with Shareholder interests, the Directors are encouraged to hold shares in the Company and may be able to participate in any employee share/option plan introduced. All remuneration paid to Directors is valued at the cost to the Company and expensed. EVZ LIMITED Annual Report FY10 l 9 Directors’ Report - Remuneration Report Shares and options issued as part of remuneration The Company has established the EVZ Limited Division 13A Tax Exempt Share Plan which was approved at a General Meeting of Shareholders held on 27 March 2007. Participating employees are prohibited from selling or disposing of the shares granted to them until the third anniversary of the date on which the shares were granted or the date on which the employee has ceased employment. During the year ended 30 June 2010 no shares were granted under the Tax Exempt Share Plan. No other forms of shares or options were issued as part of remuneration during the year to 30 June 2010 (2009: $Nil). Performance based remuneration During the year to 30 June 2010, there was no performance based remuneration paid. EVZ has established a performance based remuneration scheme which will incentivise Executives to achieve significant growth in the performance of the economic entity. Potential incentives may be granted for Executives achieving specific key performance indicators specifically aligned to grow the ongoing performance of the economic entity and therefore shareholder wealth. Company performance, Shareholder wealth and Directors’ and Executives’ remuneration The remuneration policy has been tailored to increase goal congruence between Shareholders and Directors and Executives. 10 l EVZ LIMITED Annual Report FY10 Directors’ Report - Remuneration Report Details of remuneration for the year ended 30 June 2010 The remuneration for each Director and each of key management personnel of the economic entity during the year was as follows: Directors 2010 M Findlay P Jones K Fagg G Burns G McKern (retired 26 Feb 2010) Short Term Employee Benefits Fees Salary $ $ 120,000 - 45,000 - 45,000 - 45,000 - 20,000 - 275,000 - Post Employment Benefits Superanuation Contributions $ - - - - 20,000 20,000 Directors 2009 M Findlay G McKern P Jones K Fagg G Burns - - - - - - 126,875 45,000 45,000 - 45,000 261,875 - 20,000 - 45,000 - 65,000 Total $ 120,000 45,000 45,000 45,000 40,000 295,000 126,875 65,000 45,000 45,000 45,000 326,875 EVZ LIMITED Annual Report FY10 l 11 Directors’ Report - Remuneration Report Key management personnel of the economic entity Short Term Employee Benefits 2010 A Powis (Chief Executive Officer) I Wallace (Chief Financial Officer and Company Secretary) A Bellgrove (General Manager Syfon Systems Group) M Goddard (General Manager Brockman Engineering Pty Ltd and Danum Engineering Pty Ltd) N Chapman (General Manager National Engineering Pty Ltd) A Green (General Manager TSF Engineering Group) V Juchima (Danum Engineering Pty Ltd - retired 30 April 2010) 2009 A Powis (Chief Executive Officer) I Wallace (Chief Financial Officer and Company Secretary) A Bellgrove (General Manager Syfon Systems Group) M Goddard (General Manager Brockman Engineering Pty Ltd) V Juchima (General Manager Danum Engineering Pty Ltd) N Chapman (General Manager National Engineering Pty Ltd) (commenced 1 July 2008) A Green (General Manager TSF Engineering Group) Salary $ 255,755 185,878 249,946 213,573 Share based Remuneration $ - - - - 230,088 232,348 283,655 1,651,243 189,496 161,000 246,756 132,788 254,803 184,219 230,747 1,399,809 - - - - - - - - - - - - Non cash benefits $ 6,060 15,307 3,994 12,600 9,204 - 3,553 50,718 11,738 22,467 5,965 17,735 - 13,979 - 71,884 Post Employment Benefits Superanuation Contributions $ 49,915 50,000 14,453 26,779 Total $ 311,730 251,185 268,393 252,952 20,708 20,642 22,910 205,407 260,000 252,990 310,118 1,907,368 98,240 40,000 13,744 99,477 27,109 16,580 299,474 223,467 266,465 250,000 281,912 214,778 20,642 315,792 251,389 1,787,485 Remuneration and other terms of employment for key Executives are formalized in employment service agreements. Each of these agreements may provide for the provision of other benefits including car allowances. These agreements have no fixed term. From 1 July 2010 all of the Executives noted above have the potential to receive incentives for achieving specific key performance indicators which specifically target significant growth in the economic entity. Signed in accordance with a resolution of the Board of Directors. Director - M Findlay Signed at Melbourne this 27th day of September 2010. 12 l EVZ LIMITED Annual Report FY10 Corporate Governance Statement for the year ended 30 June 2010 Introduction The board of EVZ Limited is committed to protecting shareholders’ interests and ensuring investors are fully informed about the performance of the company’s business. The directors have undertaken to perform their duties with honesty, integrity, care and diligence, according to the law and in a manner that reflects the highest standards of corporate governance. The directors have established the processes to protect the interests and assets of shareholders and to ensure the highest standard of integrity and corporate governance of the company. The Australian Securities Exchange Corporate Governance Council sets out best practice recommendations including corporate governance practices and suggested disclosures. ASX Listing Rule 4.10.3 requires companies to disclose the extent to which they have complied with the ASX recommendations and to give reasons for not following them. Unless otherwise indicated, the best practice recommendations of the ASX Corporate Governance Council, including corporate governance practices and suggested disclosures, have been adopted by the company for the year ended 30 June 2010 as relevant to the size and complexity of the company and its operations. The board has adopted a formal board charter, audit committee charter, remuneration committee charter, nomination committee charter, external communications policy, continuous disclosure policy, securities trading policy and code of conduct for directors and officers. PRINCIPLE 1: LAY A SOLID FOUNDATION FOR MANAGEMENT AND OVERSIGHT Recommendation 1.1: Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions The EVZ Limited board charter sets out the function and responsibilities of the board. The directors of the company are accountable to shareholders for the proper management of business and affairs of the company. The key responsibilities of the board are to: • establish, monitor and modify the corporate strategies of the company; • ensure proper corporate governance; • monitor and evaluate the performance of management of the company; • ensure that appropriate risk management systems, internal control and reporting systems and compliance frameworks are in place and are operating effectively; • assess the necessary and desirable competencies of board members, review board succession plans, evaluate its own performance and consider the appointment and removal of directors; • consider executive remuneration and incentive policies, the company’s recruitment, retention and termination policies and procedures for senior management and the remuneration framework for non-executive directors; • monitor financial performance; • approve decisions concerning the capital, including capital restructures, and dividend policy of the company; and • comply with the reporting and other requirements of the law. The board delegates responsibility for day-to-day management of the company to the chief executive officer (CEO), subject to certain financial limits. The CEO must consult the board on matters that are sensitive, extraordinary, of a strategic nature or matters outside the permitted financial limits. EVZ LIMITED Annual Report FY10 l 13 Corporate Governance Statement for the year ended 30 June 2010 Recommendation 1.2: Companies should disclose the process for evaluating the performance of senior executives The company has a duly appointed remuneration committee. The committee operates pursuant to the remuneration committee charter. The primary responsibilities of the remuneration committee are: • Establishing appropriate remuneration policies for directors, the CEO and other senior executives which are effective in attracting and/or retaining the best directors and executives to monitor and manage EVZ Limited, whilst ensuring goal congruence between shareholders, directors and executives. • Ensuring appropriate disclosure of remuneration in line with the Corporations Act, ASX Listing Rules and Corporate Governance guidelines. All senior executives were reviewed during the financial year in accordance with the general process of review. In addition, pursuant to the board charter, the board conducted an annual review of itself during the financial year, taking into account developments, trends and standards set in the external market place. PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE Recommendation 2.1: A majority of the board should be independent directors The board presently comprises four directors, all of whom, including the chairman, are non-executive and independent directors. Profiles of the directors are set out in this annual report. All directors are subject to retirement by rotation but may stand for re-election by the shareholders every three years. The composition of the board is determined by the board and, where appropriate, external advice is sought. The board has adopted the following principles and guidelines in determining the composition of the board: To be independent, a director ought to be non-executive and: • not a current executive of the company; • ideally not held an executive position in the company in the previous three years; • not a nominee or associate of a shareholder holding more than 10% of the company’s shares; • not significantly involved in the value chain of the organisation, either upstream or downstream; and • not a current advisor to the company receiving fees or some other benefit, except for approved director’s fees. Recommendation 2.2: The chair should be an independent director The chairman, Max Findlay, is an independent director. He is responsible for the leadership of the board and he has no other positions that hinder the effective performance of this role. Recommendation 2.3: The roles of chair and CEO should not be exercised by the same individual The role of chairman is held by Max Findlay whilst the role of CEO is held by Andrew Powis. 14 l EVZ LIMITED Annual Report FY10 Corporate Governance Statement for the year ended 30 June 2010 Recommendation 2.4: The board should establish a nomination committee The company has a duly appointed nomination committee. The committee operates pursuant to a nomination committee charter. The charter sets out the responsibilities of the committee including reviewing board succession plans to ensure an appropriate balance of skills and expertise, developing policies and procedures for the appointments of directors and identifying directors with appropriate qualifications to fill board committee vacancies. The term of non-executive directorships is set out in the company’s constitution. The nomination committee consists of: • Max Findlay (Chairman) • Keith Fagg • Peter Jones Recommendation 2.5: Companies should disclose the process for evaluating the performance of the board, its committees and individual directors The board and its committees undertook self-assessment in accordance with their relevant charters during the financial year. Max Findlay conducts annual one-on-one personal performance discussions with each of the individual directors. The board was provided with all company information it needed in order to effectively discharge its responsibilities and were entitled to, and did, request additional information when considered necessary or desirable. PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING Recommendation 3.1: Companies should establish a code of conduct and disclose the code or a summary of the code to guide the directors, CEO, the chief financial officer (CFO) and other key executives in responsible decision-making The company has developed codes of conduct to guide all of the company’s employees, particularly directors, the CEO, the CFO and other senior executives, in respect of ethical behaviour. These codes are designed to maintain confidence in the company’s integrity and the responsibility and accountability of all individuals within the company for reporting unlawful and unethical practices. These codes of conduct embrace such areas as: • conflicts of interest • corporate opportunities • confidentiality • fair dealing and trade practices • protection of assets • compliance with laws, regulations and industry codes • ‘whistle-blowing’ • security trading • commitment to and recognition of the legitimate interests of stakeholders EVZ LIMITED Annual Report FY10 l 15 Corporate Governance Statement for the year ended 30 June 2010 Recommendation 3.2: Companies should establish a policy concerning trading in company securities by directors, senior executives and employees and disclose the policy Directors and other shareholders are encouraged to be long-term holders of the company’s shares. For directors and officers, the company has adopted a formal securities trading policy. Directors and officers may not deal in any of the company’s securities at any time if they have inside information. A director or officer may not trade in securities during black-out periods as determined by the board of directors. These periods generally relate to periods prior to the release to the ASX of the half-yearly and annual results or where the directors are aware of any price sensitive information. A director or officer may trade in securities at other times only if they are personally satisfied that they are not in possession of inside information. Directors and officers must immediately advise the company secretary in writing of the details of completed transactions. Such notification is necessary whether or not prior authority has been required. The secretary must maintain a register of securities transactions. The company must comply with its obligations to notify the ASX in writing of any changes in the holdings of securities or interest in securities by directors. PRINCIPLE 4: SAFEGUARD THE INTEGRITY IN FINANCIAL REPORTING Recommendation 4.1: The board should establish an audit committee The board-appointed audit committee operates in accordance with the audit committee charter. The details of the committee meetings held during the year and attendance at those meetings are detailed in the directors’ meeting schedule in the directors’ report. Recommendation 4.2: The audit committee should be structured so that it consists only of non-executive directors, consists of a majority of independent directors, is chaired by an independent chair, who is not chair of the board, and has at least three members The composition of the company’s audit committee was consistent in all aspects relating to recommendation 4.1. The audit committee consists of: • Peter Jones (Chairman) • Keith Fagg • Max Findlay Each of the members of the committee is an independent, non-executive director and the chairman of the committee is not the chairman of the board. The CEO and the CFO/company secretary may attend the meetings at the invitation of the committee. All members of the committee are financially literate (i.e. they are able to read and understand financial statements) and have an understanding of the industry in which the company operates. The audit committee provides an independent review of: • financial information produced by the company; • the accounting policies adopted by the company; • the effectiveness of the accounting and internal control systems and management reporting which are designed to safeguard company assets; • the quality of the external audit functions; • external auditor’s performance and independence as well as considering such matters as replacing the external auditor where and when necessary; and • identifying risk areas. 16 l EVZ LIMITED Annual Report FY10 Corporate Governance Statement for the year ended 30 June 2010 Recommendation 4.3: The audit committee should have a formal charter A formal audit committee charter has been adopted by the board. This charter sets out the roles, responsibilities, composition, structure and membership requirements of the audit committee. PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE Recommendation 5.1: Companies should establish written policies and procedures designed to ensure compliance with ASX Listing Rules disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies The board recognises that the company, as an entity listed on the ASX, has an obligation to make timely and balanced disclosure in accordance with the requirements of the Australian Securities Exchange Listing Rules and the Corporations Act 2001. The board also is of the view that an appropriately informed shareholder base and market is essential to an efficient market for the company’s securities. The board is committed to ensuring that shareholders and the market have timely and balanced disclosure of matters concerning the company. In demonstration of this commitment, the company has adopted a formal external communications policy including a continuous disclosure policy. In order to ensure the company meets its obligations of timely disclosure of such information, the company has adopted the following policies: • immediate notification to the ASX of information concerning the company that a reasonable person would expect to have a material effect on the price or value of the company’s securities as prescribed under listing rule 3.1, except where such information is not required to be disclosed in accordance with the exception provisions of the listing rules; • the company has a website where all relevant information disclosed to the ASX will be promptly placed on the website following receipt of confirmation from the ASX and, where it is deemed desirable, released to the wider media; and • the company will not respond to market rumours or speculation, except where required to do so under the listing rules. Based on information provided to the company secretary by directors, officers and employees, the company secretary is responsible for determining which information is to be disclosed and for the overall administration of this policy. PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS Recommendation 6.1: Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy The board recognises that shareholders are the beneficial owners of the company and respects their rights and is continually seeking ways to assist shareholders in the exercise of those rights. The board also recognises that as owners of the company the shareholders may best contribute to the company’s growth, value and prosperity if they are appropriately informed. To this end the board seeks to empower shareholders by: • communicating effectively with shareholders; • enabling shareholders to have access to balanced and understandable information about the company and its operations; and • promoting shareholder participation in general meetings. EVZ LIMITED Annual Report FY10 l 17 Corporate Governance Statement for the year ended 30 June 2010 All shareholders are entitled to receive a copy of the company’s annual report. In addition, the company’s website will provide opportunities to shareholders to access company announcements, media releases and financial reports. The board is committed to assisting shareholders’ participation in meetings and has adopted the following measures: • adoption of the ASX Corporate Governance Council’s recommendation and guidelines as published in the Council’s Principles of Good Governance and Best Practice Recommendations in respect of notices of meetings; and • ensuring that a representative of the company’s external auditor, subject to availability, is present at all annual general meetings and that shareholders have adequate opportunity to ask questions of the auditor at that meeting concerning the audit and preparation and content of the auditor’s report. PRINCIPLE 7: RECOGNISE AND MANAGE RISK Recommendation 7.1: Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies The board has overall responsibility to all stakeholders for the identification, assessment, management and monitoring of the risks faced by the company. The company currently has informal policies and procedures for risk management but the audit committee seeks to ensure compliance with regulatory requirements. The operational risks are managed at the senior management level and escalated to the board for direction where the issue is exceptional, non-recurring or may impose a material financial or operational burden on the company. The relatively small size of the company means that communication and decision-making is predominantly centralised allowing early identification of risks by senior management. It also allows senior management to respond to each risk as appropriate without the need for a written risk management policy. Recommendation 7.2: 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 Given the relatively small and centralised management team, the nature of the business of the company and that a majority of independent directors sits on the audit committee, the board is continuously kept informed of the effectiveness of the company’s internal control systems. The board is in the process of formalising risk management policies. In addition, the CEO and CFO have informed the board that the integrity of the financial statements is founded on a system of risk management and internal control which supports the policies adopted by the board and that the company’s risk management and internal control system is operating effectively in all material respects to manage the company’s material business risks. 18 l EVZ LIMITED Annual Report FY10 Corporate Governance Statement for the year ended 30 June 2010 PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY Recommendation 8.1: The board should establish a remuneration committee The company has a duly appointed remuneration committee. The committee operates pursuant to the remuneration committee charter. The remuneration committee consists of: • Graham Burns (Chairman) • Peter Jones • Max Findlay The primary responsibilities of the remuneration committee are: • Establish appropriate remuneration policies for directors, the CEO and other senior executives which are effective in attracting and/or retaining the best directors and executives to monitor and manage EVZ Limited, whilst ensuring goal congruence between shareholders, directors and executives. • Ensuring appropriate disclosure of remuneration in line with the Corporations Act, ASX Listing Rules and Corporate Governance guidelines. Recommendation 8.2: Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives Non-executive directors are remunerated by way of fees. They may receive options (subject to shareholder approval) but there is no scheme for retirement benefits, other than statutory superannuation. Executives are paid a salary and may be provided with shares and/or options and bonuses as part of their remuneration and incentive package (subject to shareholder approval). There are no executive directors. EVZ LIMITED Annual Report FY10 l 19 Auditor’s Independence Declaration 20 l EVZ LIMITED Annual Report FY10 Financial Statements EVZ Limited and Controlled Entities ABN 87 010 550 357 EVZ LIMITED Annual Report FY10 l 21 22 l EVZ LIMITED Annual Report FY10 Income Statement for the year ended 30 June 2010 Continuing Operations Revenue Cost of sales Gross profit Other income Administration costs Business development costs Corporate costs Results from operating activities Net finance costs Impairment of intangibles Profit before income tax Income tax expense Profit for the year from continuing operations Profit for the year attributable to owners of the company Overall operations Basic earnings per share Diluted earnings per share Continuing operations Basic earnings per share Diluted earnings per share Notes Economic Entity 2010 $ 77,045,804 (63,737,531) Economic Entity 2009 $ 79,765,253 (62,944,886) 13,308,273 16,820,367 69,021 (9,099,482) (1,482,233) (1,463,147) 227,475 (9,081,200) (1,071,166) (1,623,107) 1,332,432 5,272,369 (961,019) - (1,082,676) (1,453,487) 371,413 2,736,206 (111,915) (716,901) 259,498 2,019,305 259,498 2,019,305 Cents per share Cents per share 0.12 0.12 0.12 0.12 0.97 0.97 0.97 0.97 2(a) 2(c) 3 2 17 17 17 17 The above income statement should be read in conjunction with the accompanying notes. EVZ LIMITED Annual Report FY10 l 23 Statement of comprehensive income for the year ended 30 June 2010 Profit for the year Other comprehensive income: Exchange differences arising on translation of foreign operations Total comprehensive income for the year attributable to owners of the company Notes Economic Entity 2010 $ 259,498 Economic Entity 2009 $ 2,019,305 16(b) 3,874 48,529 263,372 2,067,834 The above statement of comprehensive income should be read in conjunction with the accompanying notes. 24 l EVZ LIMITED Annual Report FY10 Statement of Financial Position as at 30 June 2010 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Financial assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables Plant and equipment Deferred tax assets Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Current tax liabilities Short-term borrowings TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Long-term borrowings Deferred tax liabilities Other long-term provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Notes 22 4 5 6 4 7 8 9 10 8 11 12 8 13 14 16 16 Economic Entity 2010 $ 4,442,384 18,048,029 2,083,117 11,795 24,585,325 Economic Entity 2009 $ 6,095,348 18,710,419 3,004,499 11,715 27,821,981 383,691 6,038,887 2,094,247 29,342,776 37,859,601 256,585 6,270,209 2,211,431 29,342,776 38,081,001 62,444,926 65,902,982 11,909,523 - 12,246,718 24,156,241 222,987 16,859 163,837 403,683 13,853,124 (4,717) 2,175,400 16,023,807 11,667,892 9,048 60,756 11,737,696 24,559,924 27,761,503 37,885,002 38,141,479 46,023,159 217,872 (8,356,029) 46,023,159 213,998 (8,095,678) 37,885,002 38,141,479 The above statement of financial position should be read in conjunction with the accompanying notes. EVZ LIMITED Annual Report FY10 l 25 Statement of Changes in Equity for the year ended 30 June 2010 ECONOMIC ENTITY Balance at 1 July 2009 Total comprehensive income for year Profit for year Foreign currency translation reserve Total comprehensive income for year Transactions with owners, recorded directly in equity Shares issued Dividends Balance at 30 June 2010 Balance at 1 July 2008 Total comprehensive income for year Profit for year Foreign currency translation reserve Total comprehensive income for year Transactions with owners, recorded directly in equity Shares issued Dividends Balance at 30 June 2009 Issued Capital Accumulated Losses Capital Reserves $ 46,023,159 $ (8,095,678) $ 198,700 Foreign Currency Translation Reserve $ 15,298 - - - 259,498 - 259,498 - - - - 3,874 3,874 Total $ 38,141,479 259,498 3,874 263,372 - - 46,023,159 - (519,849) (8,356,029) - - 198,700 - - 19,172 - (519,849) 37,885,002 46,023,159 (9,075,285) 198,700 (33,231) 37,113,343 - - - 2,019,305 - 2,019,305 - - - - 48,529 48,529 2,019,305 48,529 2,067,834 - - 46,023,159 - (1,039,698) (8,095,678) - - 198,700 - - 15,298 - (1,039,698) 38,141,479 The above statement of changes in equity should be read in conjunction with the accompanying notes. 26 l EVZ LIMITED Annual Report FY10 Statement of Cash Flows for the year ended 30 June 2010 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Customers (inclusive of GST) Payments to Suppliers & Employees (inclusive of GST) Income tax paid Interest received Finance costs NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of plant and equipment Purchase of plant and equipment NET CASH FLOWS USED BY INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid by Parent Entity Proceeds – Loans Repayment of Loans Proceeds from Lease Financing Payments for Lease Financing NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES NET INCREASE / (DECREASE) IN CASH HELD Cash at beginning of financial year CASH AT END OF FINANCIAL YEAR 22(i) Notes 22(ii) Economic Entity 2010 $ 85,890,867 (82,455,497) (908,244) 182,545 (1,143,564) 1,566,107 Economic Entity 2009 $ 87,954,770 (80,824,874) (2,470,587) 185,811 (1,268,487) 3,576,633 102,070 (907,856) (805,786) (1,039,698) - (1,750,000) 177,625 (113,329) (2,725,402) (1,965,081) 5,774,583 3,809,502 41,156 (1,194,379) (1,153,223) (519,849) 700,000 - 144,979 (85,153) 239,977 2,663,387 3,111,196 5,774,583 The above statement of cash flows should be read in conjunction with the accompanying notes. EVZ LIMITED Annual Report FY10 l 27 Notes to and forming part of the accounts for the year ended 30 June 2010 Business Combinations Business combinations occur where an acquirer obtains control over one or more businesses and results in the consolidation of its assets and liabilities. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The acquisition method requires that for each business combination one of the combining entities must be identified as the acquirer (ie parent entity). The business combination will be accounted for as at the acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable assets acquired and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised where a present obligation has been incurred and its fair value can be reliably measured. The acquisition may result in the recognition of goodwill (refer to Note 1(i)) or a gain from a bargain purchase. The method adopted for the measurement of goodwill will impact on the measurement of any non-controlling interest to be recognised in the acquiree where less than 100% ownership interest is held in the acquiree. The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Consideration may comprise the sum of the assets transferred by the acquirer, liabilities incurred by the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer. Fair value uplifts in the value of pre-existing equity holdings are taken to the statement of comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This financial report includes the consolidated financial statements and notes of EVZ Limited and controlled entities (‘Economic Entity’ or ‘Group’). Basis of Preparation The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated. The financial report has been prepared on an accruals basis and is based on historical costs, modified where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Accounting Policies (a) Principles of Consolidation A controlled entity is any entity EVZ Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities. A list of controlled entities is contained in Note 29 to the financial statements. All controlled entities have a June financial year-end. All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity. Where controlled entities have entered or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased. 28 l EVZ LIMITED Annual Report FY10 Notes to and forming part of the accounts for the year ended 30 June 2010 Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a financial liability or equity instrument, depending upon the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured each reporting period to fair value through the statement of comprehensive income unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to the business combination are expensed to the statement of compre- hensive income. (b) Income Tax The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant tax authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expenses but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period where the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probably that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. EVZ Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. Each entity in the group recognises its own current and deferred tax liabilities, except for any deferred tax liabilities resulting from unused tax losses and credits which are immediately assumed by EVZ Limited. The current tax liability of each group entity is then subsequently assumed by EVZ Limited. The group notified the Australian Taxation Office that it had formed an income tax consolidated group to apply from 7 June 2004. The tax consolidated group has entered a tax sharing arrangement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group. EVZ LIMITED Annual Report FY10 l 29 Notes to and forming part of the accounts for the year ended 30 June 2010 (c) Inventories Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs. (d) Construction Contracts and Work in Progress Construction work in progress is valued at cost, plus profit recognised to date less any provision for anticipated future losses. Cost includes both variable and fixed costs relating to specific contracts, and those costs that are attributable to the contract activity in general and that can be allocated on a reasonable basis. Construction profits are recognised on the stage of completion basis and measured using the proportion of costs incurred to date as compared to expected actual costs. Where losses are anticipated they are provided for in full. Construction revenue has been recognised on the basis of the terms of the contract adjusted for any variations or claims allowable under the contract. (e) Plant and Equipment Each class of plant and equipment is carried at cost less where applicable, any accumulated depreciation and impairment losses. Plant and equipment is measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. The cost of fixed assets constructed within the economic entity includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probably that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. 30 l EVZ LIMITED Annual Report FY10 Depreciation The depreciable amount of all fixed assets and capitalised lease assets, is depreciated on a straight-line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset • Leasehold improvements • Plant and equipment Depreciation Rate 5 to 30% 5 to 30% The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. (f) Leases Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to entities in the economic entity are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over their estimated useful lives. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged on a straight line basis over the period of the lease. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term. Notes to and forming part of the accounts for the year ended 30 June 2010 (g) Financial instruments (h) Impairment of Assets Recognition and Initial Measurement Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention. Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below. Derecognition Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. Financial Assets Loans and Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method. Financial Liabilities Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation. Impairment At each reporting date, the group assesses whether there is objective evidence that a financial instrument has been impaired. Impairment losses are recognised in the income statement. At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. (i) Intangibles Goodwill Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on the acquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. (j) Foreign Currency Transactions and Balances Functional and Presentation Currency The functional currency of each of the group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency. Transaction and Balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. EVZ LIMITED Annual Report FY1033 l 31 Notes to and forming part of the accounts for the year ended 30 June 2010 Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is recognised in the income statement. Group Companies The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows: • assets and liabilities are translated at year-end exchange rates prevailing at that reporting date; • income and expenses are translated at average exchange rates for the period; and • retained profits are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations are transferred directly to the group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the income statement in the period in which the operation is disposed. (k) Employee Benefits Provision is made for the economic entity’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. The group operates an equity-settled share-based payment employee share scheme. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense with a corresponding increase to an equity account. The shares issued under the employee share scheme vest immediately. 32 l EVZ LIMITED Annual Report FY10 (l) Provisions Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. (m) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of two months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet. (n) Revenue Revenue from the sale of goods is recognised upon the delivery of goods to customers. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Contract revenue is recognised in accordance with Note 1(d). (o) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended used or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in the income statement in the period in which they are incurred. (p) Good and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. (q) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Notes to and forming part of the accounts for the year ended 30 June 2010 (r) Critical Accounting Estimates and Judgments The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group. Key Estimates – Impairment The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. Refer Note 9 for key estimates used in the assessment of Goodwill. There was no impairment with respect to the carrying value of Goodwill of the economic entity. No impairment has been recognised in respect of plant and equipment for the year ended 30 June 2010. (s) Adoption of New and Revised Accounting Standards During the current year the Group adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory. • AASB 8: Operating Segments Disclosure impact AASB 8 requires a number of additional quantitative and qualitative disclosures, not previously required under AASB 114, where such information is utilised by the chief operating decision maker. This information is now disclosed as part of the financial statements. • AASB 101: Presentation of Financial Statements In September 2007 the Australian Accounting Standards Board revised AASB 101 and as a result, there have been changes to the presentation and disclosure of certain information within the financial statements. Below is an overview of the key changes and the impact on the Group’s financial statements. Disclosure impact Terminology changes: • the revised version of AASB 101 contains a number of terminology changes, including the amendment of the names of the primary financial statements. Reporting changes in equity: • the revised AASB 101 requires all changes in equity arising from transactions with owners, in their capacity as owners, to be presented separately from non-owner changes in equity. Owner changes in equity are to be presented in the statement of changes in equity, with non-owner changes in equity presented in the statement of comprehensive income. The previous version of AASB 101 required that owner changes in equity and other comprehensive income be presented in the statement of changes in equity. Statement of comprehensive income: • the revised AASB 101 requires all income and expenses to be presented in either one statement, the statement of comprehensive income, or two statements, a separate income statement and a statement of comprehensive income. The previous version of AASB 101 required only the presentation of a single income statement. The Group’s financial statements now contain a statement of comprehensive income. Other comprehensive income: • the revised version of AASB 101 introduces the concept of ‘other comprehensive income’ which comprises of income and expenses that are not recognised in profit or loss as required by other Australian Accounting Standards. Items of other comprehensive income are to be disclosed in the statement of comprehensive income. Entities are required to disclose the income tax relating to each component of other comprehensive income. The previous version of AASB 101 did not contain an equivalent concept. The financial report was authorised for issue on 27th September 2010 by the Board of Directors. EVZ LIMITED Annual Report FY10 l 33 Notes to and forming part of the accounts for the year ended 30 June 2010 2. PROFIT (a) OTHER INCOME Sundry income (b) EXPENSES Movement in employee benefits Bad debts – trade receivables Provision for impairment – receivables Provision for impairment - inventories Total employee costs Foreign exchange (gains)/losses Losses on sale of plant and equipment Operating lease payments Depreciation of plant and equipment Impairment - goodwill (c) NET FINANCE COSTS Finance costs – other persons Interest income – other persons 3. INCOME TAX (a) The prima facie tax on profit before income tax is reconciled to income tax as follows: Profit before Income Tax Income tax calculated at 30% (2009: 30%) Tax effect of permanent differences Under provision/(over provision) in prior years Taxation expense - offshore subsidiary Income tax expense The applicable weighted average effective tax rates are as follows: (b) The components of tax expense comprise: Current tax Deferred tax Under provision/(over provision) in prior years Economic Entity 2010 $ Economic Entity 2009 $ 69,021 69,021 35,770 314,199 (8,900) (81,404) 29,263,954 (69,526) 4,265 1,251,114 1,036,776 - 1,143,564 (182,545) 961,019 371,413 111,424 35,663 (77,656) 42,484 111,915 30% 67,869 121,702 (77,656) 111,915 227,475 227,475 113,507 3,022 10,360 62,910 29,272,799 12,625 7,159 1,227,391 951,685 1,453,487 1,268,487 (185,811) 1,082,676 2,736,206 820,862 (129,307) (18,231) 43,577 716,901 26% 1,099,840 (364,708) (18,231) 716,901 34 l EVZ LIMITED Annual Report FY10 Notes to and forming part of the accounts for the year ended 30 June 2010 4. TRADE AND OTHER RECEIVABLES Current Trade receivables Provision for impairment Amounts due from customers for construction contracts (refer Note 31) Retention receivables Other debtors and prepayments Non-Current Retention receivables Economic Entity 2010 $ Economic Entity 2009 $ 13,874,167 (1,460) 13,872,707 2,463,275 207,772 16,543,754 1,504,275 18,048,029 383,691 383,691 16,517,864 (10,360) 16,507,504 1,659,759 274,345 18,441,608 268,811 18,710,419 256,585 256,585 All trade and other receivables are classified as financial assets (refer Note 27). Market practices provide for the retention of monies from progress and final billings on certain construction contracts. The monies are received after a contracted period of time has elapsed following completion of the construction. Current trade receivables are non-interest bearing and generally on 30 days terms. Non-current trade receivables are assessed for recoverability based on the underlying terms of the contract. A provision for impairment is recognised when there is objective evidence that an individual trade or term receivable is impaired. There are no other balances other than those impaired within trade and other receivables that contain assets that are impaired. It is expected these balances will be received when due. Impaired assets are provided for in full. EVZ LIMITED Annual Report FY10 l 35 Notes to and forming part of the accounts for the year ended 30 June 2010 4. TRADE AND OTHER RECEIVABLES (continued) Credit Risk – Trade and Other Receivables The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group. On a geographical basis, the Group has credit risk exposures in Australia and Asia given the substantial operations in those regions. The Group’s exposure to credit risk for receivables at reporting date in those regions is as follows: Australia Asia Economic Entity 2010 $ 15,429,655 1,497,790 16,927,445 Economic Entity 2009 $ 17,383,597 1,314,596 18,698,193 The following table details the Group’s trade and other receivables exposed to credit risk with ageing analysis and impairment provided for thereon. Amounts are considered as ‘past due’ when the debt has not been settled within the terms and conditions agreed between the Group and the customer or counter party to the transaction. Receivables that are past due are assessed for impairment by ascertaining solvency of the debtors and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group. Economic entity 2010 Trade and term receivables Other receivables 2009 Trade and term receivables Other receivables Gross Amount Past Due and Impaired Past Due not Impaired (Days Overdue) Within Trading Terms < 30 days 31 - 60 days > 61 days $ $ $ $ $ $ 16,928,905 - 16,928,905 18,708,553 - 18,708,553 1,460 - 1,460 4,328,402 - 4,328,402 783,740 - 783,740 1,091,682 - 1,091,682 10,360 - 10,360 5,441,264 - 5,441,264 495,846 - 495,846 1,326,801 - 1,326,801 10,723,621 - 10,723,621 11,434,282 - 11,434,282 The economic entity holds no financial assets with terms that have been negotiated, but which would otherwise be past due or impaired. Trade and other receivables pertaining to the Australian entities in the group, as disclosed in Note 32(iii), are provided as security against the group’s bank facilities. Also refer Notes 11 and 12. 36 l EVZ LIMITED Annual Report FY10 Notes to and forming part of the accounts for the year ended 30 June 2010 5. INVENTORIES Current Raw materials and stores – at cost Less provision for impairment Work in progress – at cost Economic Entity 2010 $ Economic Entity 2009 $ 2,042,980 (131,506) 171,643 2,083,117 2,159,217 (212,910) 1,058,192 3,004,499 Inventories pertaining to the Australian entities in the group, as disclosed in Note 32(iii), are provided as security against the group’s bank facilities. Also refer Notes 11 and 12. 6. FINANCIAL ASSETS Current assets Funds on deposit 11,795 11,795 11,715 11,715 Funds on deposit represent a security deposit covering a guarantee for property lease obligations. 7. PLANT AND EQUIPMENT Plant and equipment At cost Accumulated depreciation Movement in carrying amounts Carrying amount – opening balance Additions Disposals Depreciation Exchange rate adjustment Carrying amount – closing balance 9,316,924 (3,278,037) 6,038,887 6,270,209 907,856 (106,335) (1,036,776) 3,933 6,038,887 8,659,810 (2,389,601) 6,270,209 6,063,293 1,194,379 (48,315) (951,685) 12,537 6,270,209 Plant and equipment pertaining to the Australian entities in the group, as disclosed in Note 32(iii), are provided as security against the group’s bank facilities. Also refer Notes 11 and 12. EVZ LIMITED Annual Report FY10 l 37 Notes to and forming part of the accounts for the year ended 30 June 2010 The movement in deferred tax assets for each temporary difference during the year is as follows: 8. TAX ASSETS AND LIABILITIES TAX ASSETS NON-CURRENT Deferred tax assets Deferred tax assets comprise: Provisions Other Un-recouped tax losses Provisions Opening balance Credited/(expensed) to income account Other Opening balance Credited/(expensed) to income account Unrecouped tax losses Opening balance Tax losses recouped Prior year adjustment Closing balance TAX LIABILITIES CURRENT Income Tax NON-CURRENT Provision for Deferred Tax Opening balance Additional provisions raised during year Exchange rate movement Closing balance 38 l EVZ LIMITED Annual Report FY10 Economic Entity 2010 $ Economic Entity 2009 $ 2,094,247 1,101,946 34,894 957,407 2,094,247 1,203,885 (101,939) 1,101,946 54,657 (19,763) 34,894 952,889 (3,607) 8,125 957,407 2,094,247 2,211,431 1,203,885 54,657 952,889 2,211,431 730,679 473,206 1,203,885 163,155 (108,498) 54,657 1,100,553 (150,082) 2,418 952,889 2,211,431 - (4,717) 16,859 9,048 7,533 278 16,859 9,048 3,576 5,100 372 9,048 Notes to and forming part of the accounts for the year ended 30 June 2010 9. INTANGIBLE ASSETS Goodwill on consolidation – at cost Less accumulated impairment Goodwill on acquisition – at cost Less accumulated impairment Movements in carrying amounts Goodwill on consolidation Opening balance Movement in the year Closing balance Goodwill on acquisition Opening balance Impairment Closing balance Economic Entity 2010 $ 3,282,532 - 3,282,532 Economic Entity 2009 $ 3,282,532 - 3,282,532 27,513,731 (1,453,487) 26,060,244 29,342,776 3,282,532 - 3,282,532 26,060,244 - 26,060,244 27,513,731 (1,453,487) 26,060,244 29,342,776 3,282,532 - 3,282,532 27,513,731 (1,453,487) 26,060,244 It has been determined that the balances of the goodwill have an indefinite life. The excess of the fair value of net assets over the purchase price of the businesses acquired has been allocated to goodwill rather than be allocated to other intangible assets. The acquisition of the businesses that generate the goodwill was determined on the abilities of the entities, as a whole, to generate future profits and hence other intangibles have not been recognised. Goodwill is allocated to cash-generating units which are based on the group’s individual companies. All businesses operate in the engineering services industry sector. Syfon Systems Brockman Engineering Danum Engineering TSF Engineering National Engineering Impairment 3,282,532 674,229 8,115,249 15,817,280 2,906,973 (1,453,487) 29,342,776 3,282,532 674,229 8,115,249 15,817,280 2,906,973 (1,453,487) 29,342,776 Impairment Disclosures The recoverable amount of each cash generating unit above is determined based on value-in-use calculations. Value-in-use is calculated based on the present value of cash flow projects over a maximum five year period. The cash flows are discounted using the yield of five year government bonds adjusted for appropriate risk factors at the beginning of the budget period. EVZ LIMITED Annual Report FY10 l 39 Notes to and forming part of the accounts for the year ended 30 June 2010 9. INTANGIBLE ASSETS (continued) The following assumptions were used in the value-in-use calculations: Syfon Systems Brockman Engineering Danum Engineering TSF Engineering National Engineering Growth Rates 2010 7.50% 7.50% 10.00% 10 to 25% 0.00% Discount Rates 2010 6.4% 6.4% 9.0% 9.0% 15.0% Growth Rates 2009 7.5% 7.5% 7.5% 10.0% 5.0% Discount Rates 2009 6.72% 6.72% 6.72% 7.22% 8.22% Management has based the value-in-use calculations on budgets for each relevant business. These budgets use estimated weighted average growth rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the periods which are consistent with inflation rates applicable to the locations in which the businesses operate. Discount rates are pre-tax and are adjusted to incorporate risks associated with a particular business. Sensitivity Analysis In performing impairment testing on the carrying values of goodwill, certain discount rates and growth rates have been assumed as part of the value-in-use calculations. The following table illustrates sensitivities to changes in those discount rates and growth rates. The analysis assumes that the movement in a particular variable is independent of the other variable. Impairment to Carrying Value of Goodwill Increase in Discount Rates 1% Increase $ - - - (201,457) - 2% Increase $ - - (77,175) (537,201) - Impairment to Carrying Value of Goodwill Reduction in Growth Rates 1% Decrease $ - - (13,501) (364,430) - 2% Decrease $ - - (309,073) (867,257) - Year ended 30 June 2010 Discount Rates Syfon Systems Brockman Engineering Danum Engineering TSF Engineering National Engineering Growth Rates Syfon Systems Brockman Engineering Danum Engineering TSF Engineering National Engineering 40 l EVZ LIMITED Annual Report FY10 Notes to and forming part of the accounts for the year ended 30 June 2010 10. TRADE AND OTHER PAYABLES Current – unsecured Trade payables Sundry payables and accrued expense Employee benefits Dividend payable Financial liabilities classified as trade and other payables Trade and other payables - current Less: Employee leave entitlements Income tax payable Financial liabilities as trade and other payables 11. BORROWINGS - SHORT TERM Bank Loans – secured Bank Overdraft – secured Lease Liabilities (Note 24) – secured Economic Entity 2010 $ Economic Entity 2009 $ 7,117,511 2,370,976 2,421,036 - 11,909,523 11,909,523 (2,421,036) - 9,488,487 11,500,000 632,882 113,836 12,246,718 7,490,257 3,354,671 2,488,347 519,849 13,853,124 13,853,124 (2,488,347) (4,717) 11,360,060 1,750,000 320,765 104,635 2,175,400 Bank loans are in the form of Commercial Bank Bill facilities. The interest rates on outstanding Commercial Bank Bills have been fixed as follows: Commercial Bank Bills $ 4,250,000 $ 5,250,000 $ 2,000,000 $11,500,000 The maturity schedule for the Commercial Bank Bill facilities is as follows: Current 1 to 2 years 2 to 3 years 3 to 4 years 6.82% 5.67% 5.63% 1,937,500 6,062,500 3,500,000 - 11,500,000 6.82% - - 1,750,000 1,937,500 6,062,500 3,500,000 13,250,000 Bank loans are secured by a registered equitable mortgage over the assets and undertakings of EVZ Limited and an unlimited guarantee from EVZ Limited’s Australian controlled entities: Syfon Systems Pty Ltd, Brockman Engineering Pty Ltd, NuSource Water Pty Ltd, Danum Engineering Pty Ltd, National Engineering Pty Ltd, TSF Engineering Pty Ltd and TSF Maintenance Services Pty Ltd. Also refer to Note 32 for quantification of assets secured by Australian entities. However, at 30 June 2010, the company is in breach of its bank interest coverage ratio covenant. As a result of this breach, all Commercial Bank Bills outstanding have been classified in accordance with IFRS as current. Despite this, the Commonwealth Bank of Australia has, subsequent to balance date, advised that it will not exercise its right relating to that breach and will require the company to continue to maintain the existing interest coverage ratio covenant at each future reporting period of not less than 3. At 30 June 2010 the economic entity has $Nil in undrawn commercial bill facilities (2009: $125,000). EVZ LIMITED Annual Report FY10 l 41 Notes to and forming part of the accounts for the year ended 30 June 2010 12. BORROWINGS - LONG-TERM Bank loans – secured Lease liabilities (Note 24) – secured Refer Note 11 for further information on bank loans. 13. OTHER LONG TERM PROVISIONS Non-current Employee benefits Movement: Opening balance Provisions utilised during year Closing balance Economic Entity 2010 $ - 222,987 222,987 Economic Entity 2009 $ 11,500,000 167,892 11,667,892 163,837 60,756 103,081 163,837 60,756 96,260 (35,504) 60,756 A provision has been recognised for employee entitlements relating to long service leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measure and recognition criteria relating to employee benefits are disclosed in Note 1(k). 14. ISSUED CAPITAL Issued and paid up 207,368,245 ordinary shares (2009: 207,348,755 ordinary shares) – refer Note 14(a) 571,169 fully paid employee shares (2009: 590,659 ordinary shares) – refer Note 14(b) (a) Issued and fully paid up ordinary shares Opening balance Conversion of employee shares Closing balance – 30 June 2010 Opening balance Conversion of employee shares Closing balance – 30 June 2010 45,730,205 292,954 46,023,159 45,720,208 9,997 45,730,205 Economic Entity 2010 No. 207,348,755 19,490 207,368,245 45,720,208 302,951 46,023,159 45,720,208 - 45,720,208 Economic Entity 2009 No. 207,348,755 - 207,348,755 Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. The ordinary shares have no par value. 42 l EVZ LIMITED Annual Report FY10 Notes to and forming part of the accounts for the year ended 30 June 2010 (b) Fully paid employee shares Shares issued under the EVZ Limited Division 13A Tax Exempt Share Plan rank equally with all other ordinary issued shares in all respects including voting rights and entitlement to participate in dividends, future rights and bonus issues. The participating employee must not sell or dispose of the employee shares until the earlier of the third anniversary of the date on which the shares were granted and the date on which the employee has ceased employment. Opening balance Conversion of employee shares Closing balance – 30 June 2010 Opening balance Conversion of employee shares Closing balance – 30 June 2010 Economic Entity 2010 $ 302,951 (9,997) 292,954 Economic Entity 2010 No. 590,659 (19,490) 571,169 Economic Entity 2009 $ 302,951 - 302,951 Economic Entity 2009 No. 590,659 - 590,659 (c) Share options There are no share options on issue at 30 June 2010 (2009: Nil). (d) Capital management: Management controls the capital of the economic entity in order to maintain a good debt to equity ratio, provide shareholders with adequate returns and ensure the economic entity can fund its operations and continue as a going concern. The economic entity’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements. Management effectively manages the economic entity’s capital by assessing the economic entity’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. The economic entity’s gearing ratio is represented as net debt as a percentage of total capital and is determined as follows: • • Net debt is total bank borrowings less cash and cash equivalents. Total capital is total equity and net debt. As at 30 June 2010 the economic entity’s gearing ratio was 17% (2009: 17%). 15. DIVIDENDS Interim fully franked ordinary dividend of 0.25 cents per share (2009: 0.25 cents per share) franked at the tax rate of 30% - paid - 15 April 2010 Final fully franked ordinary dividend Balance of Franking Account Economic Entity 2010 $ Economic Entity 2009 $ 519,849 - 519,849 2,553,518 519,849 519,849 1,039,698 2,253,457 EVZ LIMITED Annual Report FY10 l 43 Notes to and forming part of the accounts for the year ended 30 June 2010 16. RESERVES AND ACCUMULATED LOSSES (a) Accumulated Losses Accumulated losses at the beginning of the financial year Net Profit Dividends paid/declared Accumulated losses at the end of the financial year (b) Reserves Capital Reserve Reserve at beginning of year Foreign Currency Translation Reserve Reserve at beginning of year Movement for year Reserve at end of year Economic Entity 2010 $ Economic Entity 2009 $ (8,095,678) 259,498 (7,836,180) (519,849) (8,356,029) 198,700 198,700 15,298 3,874 19,172 217,872 (9,075,285) 2,019,305 (7,055,980) (1,039,698) (8,095,678) 198,700 198,700 (33,231) 48,529 15,298 213,998 Capital reserves represent capital profits, which will be used to fund the ongoing business of the economic entity. 17. EARNINGS PER SHARE (a) Weighted average number of ordinary shares outstanding during the year used in calculation of Basic Earnings per Share (b) Weighted average number of ordinary shares outstanding during the year used in calculation of Diluted Earnings per Share Economic Entity 2010 No. Economic Entity 2009 No. 207,939,414 207,939,414 207,939,414 207,939,414 44 l EVZ LIMITED Annual Report FY10 Notes to and forming part of the accounts for the year ended 30 June 2010 18. KEY MANAGEMENT PERSONNEL Names and positions of Directors and key management personnel in office at any time during the financial year are: Non-Executive Chairman Mr M Findlay Non-Executive Director Mr P Jones Non-Executive Director Mr K Fagg Mr G Burns Non-Executive Director Mr G McKern (retired 26 February 2010) Non-Executive Director Mr A Powis Mr I Wallace Chief Executive Officer Chief Financial Officer and Company Secretary Mr A Bellgrove Mr M Goddard Mr N Chapman Mr A Green Mr V Juchima (retired 30 April 2010) General Manager of Syfon Systems Group General Manager of Brockman Engineering and Danum Engineering General Manager of National Engineering General Manager of TSF Engineering Group Previous General Manager of Danum Engineering Remuneration of key management personnel is: Short term employee benefits Post employment benefits Economic Entity 2010 $ 1,976,961 225,407 2,202,368 Economic Entity 2009 $ 1,733,568 380,792 2,114,360 Also refer to disclosures in Note 20 for other transactions with directors and key management personnel. The number of ordinary shares held by each key management personnel of the Group during the financial year is as follows: 30 June 2010 M Findlay P Jones K Fagg G Burns A Powis I Wallace M Goddard N Chapman A Bellgrove A Green G McKern (retired 26 February 2010) V Juchima (retired 30 April 2010) Balance at beginning of year 1,345,000 7,713,748 1,694,169 3,946,606 8,571,949 72,208 421,949 - 4,401,949 32,000 8,193,993 3,287,603 39,681,174 Granted as Remuneration - - - - - - - - - - - - - Other Changes - - 192,143 753,394 - 2,800 - - - 22,000 (8,193,993) (3,287,603) (10,511,259) Balance at end of year 1,345,000 7,713,748 1,886,312 4,700,000 8,571,949 75,008 421,949 - 4,401,949 54,000 - - 29,169,915 EVZ LIMITED Annual Report FY10 l 45 Notes to and forming part of the accounts for the year ended 30 June 2010 30 June 2009 M Findlay G McKern P Jones K Fagg G Burns A Powis I Wallace M Goddard V Juchima N Chapman A Bellgrove A Green Balance at beginning of year 152,549 8,193,993 7,713,748 1,394,169 1,200,000 8,571,949 20,208 421,949 3,287,603 - 4,401,949 - 35,358,117 Granted as Remuneration - - - - - - - - - - - - - Other Changes 1,192,451 - - 300,000 2,746,606 - 52,000 - - - - 32,000 4,323,057 Balance at end of year 1,345,000 8,193,993 7,713,748 1,694,169 3,946,606 8,571,949 72,208 421,949 3,287,603 - 4,401,949 32,000 39,681,174 Economic Entity 2010 $ Economic Entity 2009 $ 156,405 - 156,405 158,394 - 158,394 19. AUDITORS’ REMUNERATION Remuneration paid/payable to Auditors for: - audit or review of financial report - taxation services 20. RELATED PARTY DISCLOSURES (a) The Directors of EVZ Limited during the financial year were: Mr M Findlay Mr P Jones Mr K Fagg Mr G Burns Mr G McKern (retired 26 February 2010) (b) Transactions with Director related entities • Consulting fees of $145,000 (2009: $104,375) were paid and $10,000 (2009: $35,000) is payable to M Findlay. • Consulting fees of $22,500 (2009: $45,000) were paid and $45,000 (2009: $22,500) is payable to K Fagg. • Consulting fees of $45,000 (2009: $45,000) were paid and $11,250 (2009: $11,250) is payable to Mr P Jones. • Consulting fees of $45,000 (2009: $45,000) were paid and $11,250 (2009: $11,250) is payable to G Burns. • Consulting fees of $40,000 (2009: $77,500) were paid and $Nil is payable to G McKern. Mr McKern retired 26 February 2010. 46 l EVZ LIMITED Annual Report FY10 Notes to and forming part of the accounts for the year ended 30 June 2010 21. SEGMENT REPORTING Primary Reporting The directors have determined that all business operations in the EVZ Group operate in the engineering services segment. All business operations are considered to have similar economic characteristics and are also similar with respect to the following: - the services provided by the segment; - the manufacturing process; - the type or class of customer for the services; - the distribution method; and - any external regulatory requirements. The Board of Directors reviews the performance of EVZ on a group basis. Secondary Reporting Geographical Segment External Segment Revenue Segment assets by location of assets Acquisition of non-current assets Australia 2010 $ Australia 2009 $ Asia 2010 $ Asia 2009 $ Economic Entity 2010 $ Economic Entity 2009 $ 74,644,593 77,859,594 2,652,777 2,318,945 77,297,370 80,178,539 58,851,086 62,537,781 3,593,840 3,365,201 62,444,926 65,902,982 846,835 1,168,586 61,021 25,793 907,856 1,194,379 22. STATEMENT OF CASH FLOWS (i) Cash balances comprise: Cash on Hand Bank Overdraft Closing Cash Balance (ii) Reconciliation of the Operating Profit after Tax to Net Cash flows from Operations: Operating profit after tax Gain/loss on sale of plant and equipment Depreciation - plant & equipment Foreign currency translation Impairment - goodwill Impairment - receivables Impairment - inventories Changes in assets and liabilities adjusted for effects of acquisition/disposal of operations during financial year Increase/(Decrease) in provisions for employee entitlements (Increase)/Decrease in inventories (Increase)/Decrease in trade and other receivables (Increase)/Decrease in deferred tax assets Increase/(Decrease) in payables Increase/(Decrease) in current tax payable Increase/(Decrease) in deferred tax liabilities Net cash provided/(used) by operating activities Economic Entity 2010 $ Economic Entity 2009 $ 4,442,384 (632,882) 3,809,502 259,498 4,265 1,036,776 (59) - (8,900) (81,404) 35,770 1,002,786 1,404,945 117,184 (1,356,441) (856,124) 7,811 1,566,107 6,095,348 (320,765) 5,774,583 2,019,305 7,159 951,685 35,992 1,453,487 10,360 62,910 113,507 (887,838) 442,793 (217,044) 1,095,385 (1,516,540) 5,472 3,576,633 EVZ LIMITED Annual Report FY10 l 47 Notes to and forming part of the accounts for the year ended 30 June 2010 23. STANDBY ARRANGEMENTS AND UNUSED CREDIT FACILITIES Controlled entities in the economic entity have Contingent Liability Bank Guarantee facilities totalling $8,050,000 available to them as at 30 June 2010 (2009: $5,550,000). Of this total facility, $1,543,238 (2009: $1,939,157) remains unused and available for the controlled entities use as at 30 June 2010. The facilities are secured by a registered equitable mortgage over the assets and undertakings of all Australian companies in the economic entity. Controlled entities in the economic entity have Bank Overdraft facilities totaling $2,000,000 available to them as at 30 June 2010 (2009: $2,000,000). Of the total available facilities, $1,367,118 (2009: $1,679,235) remains unused and available for use. The facilities are secured by registered equitable mortgages over the assets and undertakings of all Australian companies in the economic entity. 24. LEASE COMMITMENTS Leases are payable as follows: Not later than 12 months Later than 12 months but not later than 2 years Later than 2 years but not later than 5 years Future lease finance charges Lease liabilities recognised in the statement of financial position: Current Non-current Total lease liability Economic Entity 2010 $ Economic Entity 2009 $ 135,790 113,141 133,702 382,633 (45,810) 336,823 113,836 222,987 336,823 120,365 80,075 105,322 305,762 (33,235) 272,527 104,635 167,892 272,527 The weighted average interest rate implicit in these leases is 6.8% pa (2009: 6.6% pa). Leases pertain to various plant, equipment and motor vehicles and are secured against the asset to which they relate. 25. OPERATING LEASE COMMITMENTS Property Not later than 12 months Between 12 months but not later than 5 years Plant and equipment Not later than 12 months Between 12 months but not later than 5 years Total commitments not recognised in the financial statements 1,037,187 1,052,603 2,089,790 112,877 95,709 208,586 2,298,376 1,108,380 2,142,246 3,250,626 119,233 217,377 336,610 3,587,236 Property leases and plant and equipment leases are non-cancellable with a maximum five year term, with rent payable in advance. Property leases have contingent rental provisions within the lease agreement which require the minimum lease payments to be increased by at least the CPI per annum. Options exist to renew certain leases at the end of their lease term. With the approval of the lessors the property leases may be extended for further terms. 48 l EVZ LIMITED Annual Report FY10 Notes to and forming part of the accounts for the year ended 30 June 2009 26. CONTINGENT LIABILITIES There were no contingent liabilities as at 30 June 2010 (2009: Nil). 27. FINANCIAL INSTRUMENTS The Group’s financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable, loans to and from subsidiaries, bank bills and leases. The main purpose of non-derivative financial instruments is to raise finance for group operations. (i) Treasury Risk Management The Board of Directors is responsible for monitoring treasury risk. Currency and interest rate exposures are reviewed regularly to ensure any risk associated with these exposures is minimized. (ii) Financial Risks The main risks the economic entity is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk. • Interest rate risk The majority of the economic entity’s borrowings take the form of bank accepted bills of exchange. Fixed interest bank loans account for 100% (2009: 32%) of the total bank loans currently outstanding. • Foreign currency risk The economic entity is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in currencies other than the economic entity’s measurement currency. The economic entity monitors its foreign exchange exposure on a regular basis. • Liquidity risk The economic entity manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash reserves are maintained. • Credit risk The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The economic entity does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the economic entity. (a) Interest Rate Risk Exposures The economic entity’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is set out below. Exposures arise predominantly from assets and liabilities bearing variable interest rates as the economic entity intends to hold fixed rate, assets and liabilities to maturity. EVZ LIMITED Annual Report FY10 l 49 Notes to and forming part of the accounts for the year ended 30 June 2010 Floating Interest Rate Fixed Interest Non Interest Bearing Total 1 year or less $ 1-5 years $ More than 5 years $ $ 2010 Financial Assets Cash and cash equivalents Trade and other receivables Financial assets Weighted average interest rate Financial Liabilities Trade and other payables Borrowings Lease liabilities 4,442,384 - 11,795 4,454,179 4.5% - 632,882 - 632,882 - - - - - - - - - - - 11,500,000 113,836 11,613,836 - - 222,987 222,987 Weighted average interest rate Net Financial Assets (Liabilities) 10.4% 8.3% 6.8% 3,821,297 (11,613,836) (222,987) 2009 Financial Assets Cash and cash equivalents Trade and other receivables Financial assets Weighted average interest rate Financial Liabilities Trade and other payables Borrowings Lease liabilities 6,095,348 - 11,715 6,107,063 4% - 9,320,765 - 9,320,765 - - - - - - - - - - - - 104,635 104,635 - 4,250,000 167,892 4,417,892 Weighted average interest rate Net Financial Assets (Liabilities) 6.15% 10.92% 9.14% (3,213,702) (104,635) (4,417,892) - - - - - - - - - - - - - - - - - - - - - - $ $ - 18,431,720 - 18,431,720 4,442,384 18,431,720 11,795 22,885,899 - - 9,488,487 - - 9,488,487 9,488,487 12,132,882 336,823 21,958,192 - - 8,943,233 927,707 - 18,967,004 - 18,967,004 6,095,348 18,967,004 11,715 25,074,067 - - 11,360,060 - - 11,360,060 11,360,060 13,570,765 272,527 25,203,352 - - 7,606,944 (129,285) 50 l EVZ LIMITED Annual Report FY10 Notes to and forming part of the accounts for the year ended 30 June 2010 Reconciliation of Net Financials Assets/(Liabilities) to Net Assets Net Financial Assets/(Liabilities) Add/(subtract) Non-financial assets and liabilities Inventories Plant and equipment Intangible assets Deferred tax assets Provisions Net Assets Economic Entity 2010 $ Economic Entity 2009 $ 927,707 (129,285) 2,083,117 6,038,887 29,342,776 2,094,247 (2,601,732) 37,885,002 3,004,499 6,270,209 29,342,776 2,211,431 (2,558,151) 38,141,479 (b) Net Fair Value of Financial Assets and Liabilities The net fair value of cash and cash equivalents and non-interest bearing monetary financial assets and financial liabilities of the economic entity approximate their carrying value. (c) Liquidity Risk Refer to Note 27(a) for a maturity analysis of financial assets and liabilities. All floating interest rate balances and all non-interest bearing balances are current and due within 12 months. (c) Sensitivity Analysis The interest rates on outstanding Commercial Bank Bills have been fixed. The Group believes it has minimal exposure to interest rate risk. The Group believes it has minimal external foreign currency risk at balance date. 28. SHARE BASED PAYMENTS There were no share based payments in the year to 30 June 2010 (2009: Nil). 29. INVESTMENT IN CONTROLLED ENTITIES Name of Entity Country of Incorporation Class of Shares Syfon Systems Pty Ltd Syfon Systems Sdn Bhd Brockman Engineering Pty Ltd NuSource Water Pty Ltd Danum Engineering Pty Ltd National Engineering Pty Ltd TSF Engineering Pty Ltd TSF Maintenance Services Pty Ltd Syfon Systems Pte Ltd EVZ Engineering Pty Ltd Cellular Beams Pty Ltd Australia Malaysia Australia Australia Australia Australia Australia Australia Singapore Australia Australia Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Equity Holdings Cost of Parent Entity’s Investment 2010 2009 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 2010 $ 3,700,650 34,504 - - - - - - - - - 3,735,154 2009 $ 3,700,650 34,504 - - - - - - - - - 3,735,154 EVZ Engineering Pty Ltd and Cellular Beams Pty Ltd did not trade during the year. EVZ LIMITED Annual Report FY10 l 51 Notes to and forming part of the accounts for the year ended 30 June 2010 30. SUBSEQUENT EVENTS There have not been any matters or circumstances, other than that referred to in the financial statements or notes thereto, that have arisen since the end of the financial year, that have significantly affected, or may significantly affect, the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years after this financial year.years after this financial year. 31. CONSTRUCTION CONTRACTS Aggregate amount of contract revenue recognised during the financial year Aggregate of contract costs incurred and profits recognised (including losses recognised) to date on contracts in progress Progress Billings Amounts due from customers for contract work in progress Total receivable from customers for contract work in progress as included in Note 4 Economic Entity 2010 $ Economic Entity 2009 $ 52,495,517 44,076,646 50,590,237 (48,126,962) 32,173,641 (30,513,882) 2,463,275 1,659,759 9,860,960 12,748,725 Retention Receivables as included in Note 4 591,463 530,930 32. DEED OF CROSS GUARANTEE During the financial year, a deed of cross guarantee between EVZ Ltd (Parent Entity) and TSF Engineering Pty Ltd, TSF Maintenance Services Pty Ltd, Brockman Engineering Pty Ltd, Danum Engineering Pty Ltd, National Engineering Pty Ltd, Syfon Systems Pty Ltd, NuSource Water Pty Ltd, Cellular Beams Pty Ltd and EVZ Engineering Pty Ltd (Group Entities) was enacted and relief was obtained from preparing financial statements for those Group Entities under ASIC Class Order 98/1418. Under the deed, EVZ Ltd and the Group Entities jointly guarantee to support the liabilities and obligations of the Group Entities. EVZ Ltd and the Group Entities are the only parties to the Deeds of Cross Guarantee and form the Closed Group. The following are the aggregate totals, for each category, relieved under the deed: Closed Group & Parties to Deed of Cross Guarantee 2010 $ Financial information in relation to: i. ii. iii. Statement of Comprehensive Income Profit before income tax Income tax expense Profit after income tax Profit attributable to members of the parent entity Retained Earnings Retained profits at the beginning of the year Profit after income tax Dividends provided for or paid Retained earnings at the end of the year Statement of Financial Position Current assets Cash and cash equivalents Trade and other receivables Inventories Financial assets Total current assets 52 l EVZ LIMITED Annual Report FY10 39,195 (98,644) (59,449) (59,449) (8,789,646) (59,449) (519,849) (9,368,944) 4,174,383 17,378,599 1,774,880 11,795 23,339,657 Notes to and forming part of the accounts for the year ended 30 June 2010 Closed Group & Parties to Deed of Cross Guarantee 2010 $ Non-current assets Property, plant and equipment Deferred tax asset Other receivables Financial assets Intangible assets Total non-current assets Total assets Current liabilities Trade and other payables Short-term borrowings Total current liabilities Non-current liabilities Long-term borrowings Long-term provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings 5,878,406 2,094,247 1,304,464 74,503 29,513,061 38,864,681 62,204,338 12,730,170 12,242,620 24,972,790 214,796 163,837 378,633 25,351,423 36,852,915 46,023,159 198,700 (9,368,944) 36,852,915 33. CHANGES IN ACCOUNTING POLICY The AASB has issued new, revised and amended standards and interpretations that have mandatory application dates for future reporting periods. The Group has decided against early adoption of these standards. A discussion of those future requirements and their impact on the Group follows: • AASB 9: Financial Instruments and AASB 2009–11: Amendments to Australian Accounting Standards arising from AASB 9 [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 136, 139, 1023 & 1038 and Interpretations 10 & 12] (applicable for annual reporting periods commencing on or after 1 January 2013). These standards are applicable retrospectively and amend the classification and measurement of financial assets. The Group has not yet determined the potential impact on the financial statements. The changes made to accounting requirements include: - simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value; - simplifying the requirements for embedded derivatives; - removing the tainting rules associated with held-to-maturity assets; - removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost; - allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument; and - reclassifying financial assets where there is a change in an entity’s business model as they are initially classified based on: a. the objective of the entity’s business model for managing the financial assets; and b. the characteristics of the contractual cash flows. EVZ LIMITED Annual Report FY10 l 53 Notes to and forming part of the accounts for the year ended 30 June 2010 • AASB 2009–4: Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 2 and AASB 138 and AASB Interpretations 9 & 16] (applicable for annual reporting periods commencing from 1 July 2009) and AASB 2009-5: Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 5, 8, 101, 107, 117, 118, 136 & 139] (applicable for annual reporting periods commencing from 1 January 2010). These standards detail numerous non-urgent but necessary changes to accounting standards arising from the IASB’s annual improvements project. No changes are expected to materially affect the Group. • AASB 2009–8: Amendments to Australian Accounting Standards — Group Cash-settled Share-based Payment Transactions [AASB 2] (applicable for annual reporting periods commencing on or after 1 January 2010). These amendments clarify the accounting for group cash-settled share-based payment transactions in the separate or individual financial statements of the entity receiving the goods or services when the entity has no obligation to settle the share-based payment transaction. The amendments incorporate the requirements previously included in Interpretation 8 and Interpretation 11 and as a consequence, these two Interpretations are superseded by the amendments. These amendments are not expected to impact the Group. • AASB 2009–10: Amendments to Australian Accounting Standards — Classification of Rights Issues [AASB 132] (applicable for annual reporting periods commencing on or after 1 February 2010). These amendments clarify that rights, options or warrants to acquire a fixed number of an entity’s own equity instruments for a fixed amount in any currency are equity instruments if the entity offers the rights, options or warrants pro-rata to all existing owners of the same class of its own non-derivative equity instruments. These amendments are not expected to impact the Group. • AASB 2009–12: Amendments to Australian Accounting Standards [AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 & 1031 and Interpretations 2, 4, 16, 1039 & 1052] (applicable for annual reporting periods commencing on or after 1 January 2011). This standard makes a number of editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of International Financial Reporting Standards by the IASB. The standard also amends AASB 8 to require entities to exercise judgment in assessing whether a government and entities known to be under the control of that government are considered a single customer for the purposes of certain operating segment disclosures. These amendments are not expected to impact the Group. • AASB 2009–13: Amendments to Australian Accounting Standards arising from Interpretation 19 [AASB 1] (applicable for annual reporting periods commencing on or after 1 July 2010). This standard makes amendments to AASB 1 arising from the issue of Interpretation 19. The amendments allow a first-time adopter to apply the transitional provisions in Interpretation 19. This standard is not expected to impact the Group. • AASB 2009–14: Amendments to Australian Interpretation — Prepayments of a Minimum Funding Requirement [AASB Interpretation 14] (applicable for annual reporting periods commencing on or after 1 January 2011). This standard amends Interpretation 14 to address unintended consequences that can arise from the previous accounting requirements when an entity prepays future contributions into a defined benefit pension plan. • AASB Interpretation 19: Extinguishing Financial Liabilities with Equity Instruments (applicable for annual reporting periods commencing on or after 1 July 2010). This Interpretation deals with how a debtor would account for the extinguishment of a liability through the issue of equity instruments. The Interpretation states that the issue of equity should be treated as the consideration paid to extinguish the liability, and the equity instruments issued should be recognised at their fair value unless fair value cannot be measured reliably in which case they shall be measured at the fair value of the liability extinguished. The Interpretation deals with situations where either partial or full settlement of the liability has occurred. This Interpretation is not expected to impact the Group. The Group does not anticipate the early adoption of any of the above Australian Accounting Standards. 54 l EVZ LIMITED Annual Report FY10 Notes to and forming part of the accounts for the year ended 30 June 2010 34. PARENT ENTITY DISCLOSURES Information relating to the Parent Entity, EVZ Limited, is as follows: (i) Financial Position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Issued capital Retained earnings Reserves Total equity (ii) Financial Performance Comprehensive income Profit for the year Other comprehensive income Total comprehensive income Parent Entity 2010 $ Parent Entity 2009 $ 1,680,542 40,326,911 42,007,453 541,570 42,522,594 43,064,164 11,826,891 762 11,827,653 2,465,631 11,500,000 13,965,631 46,023,159 (16,042,059) 198,700 30,179,800 46,023,159 (17,123,326) 198,700 29,098,533 1,601,116 - 1,601,116 346,715 - 346,715 (iii) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries During the financial year, a deed of cross guarantee between EVZ Ltd (Parent Entity) and TSF Engineering Pty Ltd, TSF Maintenance Services Pty Ltd, Brockman Engineering Pty Ltd, Danum Engineering Pty Ltd, National Engineering Pty Ltd, Syfon Systems Pty Ltd, NuSource Water Pty Ltd, Cellular Beams Pty Ltd and EVZ Engineering Pty Ltd (Group Entities) was enacted and relief was obtained from preparing financial statements for those Group Entities under ASIC Class Order 98/1418. Under the deed, EVZ Ltd and the Group Entities jointly guarantee to support the liabilities and obligations of the Group Entities. EVZ Ltd and the Group Entities are the only parties to the Deeds of Cross Guarantee and form the Closed Group. There are no contingent liabilities of the Parent Entity or commitments for the acquisition of property, plant and equipment by the Parent Entity. 35. COMPANY DETAILS The registered office and principal place of business of EVZ Limited is Level 7, 410 Collins St, Melbourne, 3000 The principal place of business of Syfon Systems Pty Ltd is 22 Hargreaves St, Huntingdale, 3166 The principal place of business of Brockman Engineering Pty Ltd is 340 Forest Rd, Corio, 3214 The principal place of business of TSF Engineering Pty Ltd is 1 Prosperity Pde, Warriewood, 2102 The principal place of business of Danum Engineering Pty Ltd is 17 Seaforth St, North Shore, Geelong, 3214 The principal place of business of National Engineering Pty Ltd is 288 Boorowa St, Young, 2594 The principal place of business of TSF Maintenance Services Pty Ltd is 1 Prosperity Pde, Warriewood, 2102 EVZ LIMITED Annual Report FY10 l 55 Directors’ Declaration The Directors of EVZ Limited declare that: (a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; (b) the financial statements are in compliance with International Financial Reporting Standards, as stated in Note 1 to the financial statements; (c) in the Directors’ opinion, the financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity; and (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001. At the date of this declaration, the Company is within the class of companies affected by ASIC Class Order 98/1418. The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee. In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the ASIC Class Order applies, as detailed in Note 32 to the financial statements will, as a group, be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee. SIGNED in accordance with a resolution of the Board of Directors made pursuant to s.295(5) of the Corporations Act 2001. Director - M Findlay Signed at Melbourne this 27th day of September 2010. 56 l EVZ LIMITED Annual Report FY10 Independent Auditor's Report to the members of EVZ Limited EVZ LIMITED Annual Report FY10 l 57 Independent Auditor's Report to the members of EVZ Limited 58 l EVZ LIMITED Annual Report FY10 Additional shareholders information as at 31 August 2010 1. Substantial Shareholders UBS Nominees Pty Ltd 2. Distribution of Shareholding Range of Holding 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Number of shareholders with less than marketable parcel of $500 at $0.073 per unit 3. Names of the 20 largest shareholders 1. UBS Nominees Pty Ltd 2. Cameron Richard Pty Ltd (Superannuation Fund A/c) 3. McKern Superannuation Fund Pty Ltd (McKern S/F A/c) 4. Merrill Lynch (Australia) Nominees Pty Ltd (Berndale A/c) 5. Powis Enterprises Pty Ltd (Powis Super Fund A/c) 6. Smithley Super Pty Ltd (Smith Super Fund A/c) 7. Airlie Beach Holdings Pty Limited (Burns Family A/c) 8. Linwierik Super Pty Ltd (Linton Super Fund A/c) 9. CJ Arms Superannuation Fund Pty Ltd (CJ Arms Super Fund A/c) 10. Mr Adam Bernard Bellgrove (Ingodwi Family A/c) 11. Mr Ian George Mansbridge 12. Pegmont Mines Limited 13. Powis Enterprises Pty Ltd (Powis Family A/c) 14. Lost Ark Nominees Pty Ltd (MYA Super A/c) 15. BT Portfolio Services Limited (Juchima Super Fund A/c) 16. BA & LE Amarant Pty Ltd (BA & LE Amarant P/L S/F A/c) 17. HSBC Custody Nominees (Australia) Limited 18. DIP Holdings Pty Ltd 19. Pegasus Enterprises Limited 20. Lost Ark Nominees Pty Ltd (ONMBPSF A/c) 15,603,089 Ordinary Shares No. of Shareholders Ordinary Shares 298 902 379 961 207 2,747 Shares held 15,603,089 6,863,412 6,507,798 5,100,000 4,942,365 4,809,842 4,700,000 4,582,247 4,570,178 4,400,000 4,010,000 3,700,000 3,627,635 3,500,000 3,285,654 3,000,000 2,840,702 2,600,000 2,500,000 2,057,129 93,200,051 1,324 % Holding 7.50 3.30 3.13 2.45 2.38 2.31 2.26 2.20 2.20 2.12 1.93 1.78 1.74 1.68 1.58 1.44 1.37 1.25 1.20 0.99 44.82 4. Voting Rights A registered holder of shares in the Company may attend general meetings of the Company in person or by proxy and on a poll may exercise one vote for each share held. There are no voting rights attached to options for ordinary shares until the options have been exercised. 5. Unlisted Options There are no unlisted options on issue. EVZ LIMITED Annual Report FY10 l 59 Additional shareholders information as at 31 August 2010 6. General The name of the Company Secretary is Ian Wallace. The address of the principal registered office is: Level 7,410 Collins Street, Melbourne, Victoria, 3000 Telephone Number: (03) 9670 4545 Facsimile Number: (03) 9670 6670 Email: corporate@evz.com.au A register of securities is kept at Computershare Investor Services Pty Ltd, 452 Johnston Street, Abbotsford, Victoria, 3067. Telephone Number: 1300 137 328 7. Stock Exchange Listing The Company’s ordinary securities are listed on the Australian Securities Exchange Limited. 60 l EVZ LIMITED Annual Report FY10 EVZ LIMITED Level 7, 410 Collins Street, Melbourne, Victoria 3000. PH: 61 (0) 3 9670 4545 FAX: 61 (0) 3 9670 6670 Email: corporate@evz.com.au www.evz.com.au