Freedom Foods Group Limited
Annual Report 2008

Plain-text annual report

Freedom Nutritional Products Limited Annual Report 2008 For personal use onlyContents Contents Financial Highlights and Five Year Summary Chairman’s Letter Chief Executive’s Review of Operations Directors’ Report Lead Auditor’s Independence Declaration Corporate Governance Consolidated Income Statement Consolidated Balance Sheet Consolidated Cash Flow Statement Consolidated Statement of Changes in Equity Notes to the Financial Statements Directors’ Declaration Independent Audit Report Shareholder Statistics Corporate Directory 1 2 3 5 13 14 20 21 22 23 24 70 71 73 75 ANNUAL GENERAL MEETING Date Venue 30 October, 2008. Time 11.30 am Deloitte Touche Tohmatsu Level 9, Grosvenor Place, 225 George Street, Sydney, NSW, 2000 Freedom Nutritional Products Limited ABN 41 002 814 235 Annual Report for the year ended 30 June 2008 For personal use only Financial Highlights and Five Year Summary Sales Revenue ($000’s) EBITDA ($000’s)* Net Profit / (Loss) before Tax ($000’s) Profit attributable to members of the parent ($000’s) Basic Earnings per Share (cents) Number of ordinary shares issued (000’s) Dividend per Share (cents) Dividend Paid ($000’s) Total Assets ($000’s) Shareholders Equity ($000’s) Net Tangible Asset Backing (cents) 2004 2005 2006 2007 2008 32,940 360 (1,237) (749) (2.6) 32,689 Nil Nil 30,581 17,362 43 37,954 2,090 643 310 0.8 46,963 48,683 2,921 1,595 1,434 3.2 3,173 1,789 1,174 2.6 54,082 3,203 1,508 956 2.0 44,485 44,485 44,527 54,607 Nil Nil 41,137 21,538 10 Nil Nil 43,548 22,844 13 1 445 47,428 23,654 14 2 891 56,295 29,239 13 *Earnings before interest, tax, depreciation and amortisation Note: 2004 was prepared under Australian Accounting Standards (AGAAP) 2005, 2006, 2007 and 2008 were prepared under Australian Equivalents to International Financial Reporting Standards (AIFRS) 2008 Annual Report | 1 For personal use onlyChairman’s Letter Dear Shareholder, Freedom Nutritional Products Limited (FNP) reported a net profit after tax of $956 thousand for the year. The Chief Executive Officer’s report provides a commentary on operations. The financial performance allowed the directors to pay fully franked dividends of two cents during the year and we have now declared that the final 2008 fully franked one cent dividend payable in December 2008. This represents a 6% dividend yield on the year end share price. During the year the Board welcomed Mr Rory Macleod as Executive Director. Mr Macleod has been an employee of the company for the past 5 years. The Board welcomed interests of Mr Terry Morris as a substantial shareholder during the year and viewed this as an endorsement of its strategy to be a leader in the special nutrition market. I wish to acknowledge the continued support of our major shareholder the Perich Group over the past year. In October 2007 the company acquired the “Norganics” brand which has a leading position in health food and grocery channels. Further in April 2008 the company acquired a modern food grade plant in Leeton, NSW to support continuing domestic growth as well as to provide capability to grow its export market in particular in Europe and North America. The year saw a2 milk™ sales grow by 150% for our joint venture company A2 Dairy Products Australia as consumer awareness of the potential health benefits and superior taste profile grew. Further opportunities for growth are being developed. The Board thanks Geoff Babidge and his management team for their contributions and we look forward to improving financial performance in 2009 financial year. Perry Gunner Chairman 2 September 2008 2 | Freedom Nutritional Products Limited For personal use only Chief Executive’s Review of Operations The Group achieved net profit after tax of $956 thousand for the 12 months ended 30 June 2008. Sales and EBITDA of our wholly owned businesses were higher than in 2007 however the final result was impacted by higher interest costs, a higher effective income tax rate, a negative performance of our joint ventures and foreign exchange marked to market adjustments. Operating EBITDA was up 10% to $3,835 thousand compared to the prior year and return on funds employed improved marginally to 9.4%. Key highlights of the year included: • • • • Improved operating performance of Freedom Foods core products in cereals and snacks. Specialty Seafood and Thorpedo Foods performed close to plan. Acquisition and successful integration of Norganic Foods brand from October 2007. Acquisition of a modern manufacturing facility at Leeton in April 2008 and finalization of plans to establish a dedicated gluten free and nut free cereal and baked products facility for Freedom Foods to be completed during 2009. Successful development of the A2 Dairy Products Australia joint venture with significant growth in fresh milk volumes and achievement of monthly earnings break even by year end. • Growth in consolidated gross sales of 11% on the previous year. Functional Foods Seafood The Paramount Seafood division comprising Paramount salmon and Brunswick sardine and specialty seafood products performed near to plan for the year. Paramount salmon sales were marginally above last year and we achieved growth in market share in a number of lines. Brunswick sardines experienced higher purchase costs and a more competitive market, but was able to maintain its brand leadership position in both Australia and New Zealand. Bumble Bee Foods continues to assist sourcing our requirements and passed on a reduction in sardine costs which will assist in the coming year. The 2008 salmon catch is forecast to be substantially down, however we expect to secure our volume requirements for 2009. Thorpedo Foods Thorpedo Foods continued its focus of supporting its beverage licensee in Japan, Yakult Honsha, and achieved its planned financial performance. Special Dietary Foods Freedom Foods Freedom Foods, the leading provider of Special Dietary Food products in Australia performed credibly with sales growth (excluding soy and rice beverages) of 64% reflecting increased sales of core cereals and snacks and the impact of acquisitions of baking assets and the Norganic brand during the year. Our entry into free-from frozen foods did not achieve expectations nor the volume requirements of the trade, notwithstanding strong consumer purchase intent and trends in other markets. In October, Freedom Foods completed the acquisition of the assets of Norganic Foods which consolidated Freedom’s leading position in retail grocery and health food channels. The Norganic acquisition performed to plan during the year. In April the company acquired a modern food grade factory near Leeton, NSW and subsequently finalized plans to establish a dedicated manufacturing facility for gluten, wheat and nut free cereal and baked products, to be completed during 2009. This will be a unique facility to support further development of proprietary branded and contract special dietary products. The facility will provide opportunity to target export growth in European and North American markets. The facility will cost around A$10m during 2009, to be funded utilizing both debt and equity. 2008 Annual Report | 3 For personal use onlyChief Executive’s Review Of Operations (continued) Soy and Rice Notwithstanding our introduction of an improved taste profile and packaging, soy beverages under-performed our expectation with ongoing price competition and continuing decline in the market in part a function of continued speculation of potential risks of soy consumption. Our rice beverage range however continued to perform strongly and maintained a market leadership position. Equity Accounted Activities A2 Dairy Products Australia In June 2007 the company invested in the new joint venture company A2 Dairy Products Australia (A2DP), with exclusive rights for the production and sale of a2 milk™ products in Australia and Japan in association with A2 Corporation Limited of New Zealand. FNP has the right to convert to a 50% equity interest in A2DP. a2 milk™ is obtained naturally from cows specially selected for their genetic makeup to produce milk containing predominantly A2 protein. Certain evidence suggests that drinking a2 milk™ rather than regular milk may reduce disease risks for some individuals who are predisposed towards certain conditions. During the year, the business achieved a significant increase in a2 milk™ fresh milk volumes and by year end A2DP had achieved a break-even monthly earnings position, ahead of our business plan. This growth was a function of a range of factors including publicity surrounding the potential benefits of a2 milk™, increased awareness following a significant marketing campaign to both consumers and health professionals, and ongoing support from the grocery trade. A2DP will continue to focus on achieving further growth in market milk and develop plans for the launch of additional a2 milk™ products. In addition, the company is advanced in developing a market entry strategy for Japan. Contract Beverages Packers of Australia Pty Ltd (CBPA) CBPA (50% owned) incurred a loss during the year from issues associated with the installation of new processing and packaging equipment and lower dairy milk and soy contract packing than planned. Whilst our investment in CBPA is minimal, our objective is to achieve profitable performance from a growing business. As a result, we have implemented a new strategic plan to broaden our product offering and build new customer relationships and have engaged a new experienced management team to take forward this plan in the current year. Outlook The plan for FY 2009 is to focus on the activities of the core activities of Freedom Foods Special Dietary, Specialty Seafood and A2DP. In particular this includes achievement of volume and earnings expectations for these businesses, close management of the Leeton factory capital expenditure project and continuous improvement in all functions across the company. We will opportunistically consider growth opportunities in the specialized segments of the Nutrition Market should they arise. Geoff Babidge Managing Director and Chief Executive Officer 2 September 2008 4 | Freedom Nutritional Products Limited For personal use only Directors’ Report Your directors submit the financial report of Freedom Nutritional Products Limited (the Parent) for the year ended 30 June 2008. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: Directors For the names and particulars of the Directors of the Parent during or since the end of the financial year, refer to the Corporate Governance Statement. Company secretary Mr M Jenkins, B Comm., LLB (Hons), ACA, ACIS has been Company Secretary and Chief Financial Officer for over six years. He has been a Chartered Accountant for over 26 years and a Company Secretary for over 16 years. Principal activities The principal activities of the consolidated entity during the financial year were: • • • • manufacture and distribution of long life soy and other beverages; manufacture, distribution and marketing of natural foods; distribution and marketing canned seafood; distribution and marketing low GI energy waters. There were no significant changes in the nature of the principal activities during the financial year. Review of operations The consolidated entity’s profit attributable to equity holders of the parent, after providing for income tax, amounted to $956,000 (2007 profit : $1,174,000). Refer commentary in Chief Executive’s Review of Operations. Dividends paid or recommended A one cent per share fully franked first interim dividend was paid on 18 December 2007 in respect of the year ended 30 June 2008. The dividend was franked to 100% at 30% corporate income tax rate. A one cent per share fully franked second interim dividend was paid on 19 May 2008 in respect of the year ended 30 June 2008. The dividend was franked to 100% at 30% corporate income tax rate. In respect of the financial year ended 30 June 2008, the directors recommend the payment of a final dividend of one cent per share franked to 100% at 30% corporate income tax rate to the holders of fully paid ordinary shares on 18 December 2008. Significant changes in state of affairs There were no significant changes to the state of affairs of the consolidated entity that occurred during the financial year under review, not otherwise disclosed in this report. Events subsequent to balance date No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in subsequent financial years. Future developments Likely developments in the operation of the consolidated entity and the expected results of these operations have not been included in this report as the Directors believe, on reasonable grounds, that inclusion of such information would be likely to result in unreasonable prejudice to the consolidated entity. Environmental regulations The consolidated entity’s operations are subject to environmental regulation under the law of the Commonwealth (AQIS) and the State (Workcover, EPA, Sydney Water, Safe Food NSW) and local council regulations. 2008 Annual Report | 5 For personal use onlyDirectors’ Report (continued) The consolidated entity operates under a Dangerous Goods Licence issued by Workcover. There were no breaches of environmental laws, regulations or permits during the year. The consolidated entity is currently operating in accordance with local council consent in regard to hours of operation. Indemnification of officers and auditors The Parent has not, during or since the financial year, in respect of any person who is or has been an officer or auditor of the Parent or a related body corporate: • • indemnified or made any relevant agreement for indemnifying against liability incurred as an officer, including costs and expenses in successfully defending legal proceedings; or paid or agreed to pay, a premium in respect of a contract insuring against a liability incurred as an officer for the costs or expenses to defend legal proceedings; with the exception of the following matter: During the financial year the Parent paid premiums to insure each of the Directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of an officer of the Parent. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Rounding off of amounts The Parent is an entity to which ASIC Class Order 98/0100 applies. Accordingly amounts in the financial report have been rounded off to the nearest thousand dollars, unless otherwise stated. Meetings of Directors During the financial year 15 meetings of directors (including committees) were held. The following persons acted as directors of the company during or since the end of the financial year with attendances to meetings of directors as follows: Directors Meeting Audit, risk & compliance committee meetings Remuneration & nomination committee meetings Eligible To attend Attended Eligible To attend Attended Eligible To attend Attended P. R. Gunner G.H. Babidge A. M. Perich R. Perich M. Miles R.J.F. Macleod B. W. Bootle (alternate director) S.F. Higgs Mr B. W . Bootle attended 11 of the 12 board meetings as an observer. Mr R.J.F. Macleod was appointed a director in May 2008. Mr S. F. Higgs resigned as a director in October 2007. 12 12 12 12 12 4 1 4 12 12 11 11 11 4 1 2 2 - - 2 2 - - - 2 - - 2 1 - - - 1 - - 1 - - - - 1 - - 1 - - - - 6 | Freedom Nutritional Products Limited For personal use onlyDirectors’ Report (continued) Remuneration Report - Audited This report details the nature and amount of remuneration for each Director and the executives receiving the highest remuneration. Key management personnel (incorporating the group and company executive who receive the highest remuneration for the year) include: P. R. Gunner - Chairman and non-executive director G.H. Babidge - Chief executive officer and Managing director A. M. Perich - Non-executive director. R. Perich - Non-executive director. M. Miles - Non-executive director R.J.F Macleod - Executive director (appointed as director in May 2008) B. W. Bootle - alternate director S.F. Higgs - Non-executive director (resigned October 2007) G. J. Hughes - Chief operating officer (commenced July 2007) P. J. Nathan - General manager marketing M. E. Jenkins - Chief financial officer and Company secretary M Christian - General manager manufacturing (commenced January 2007) M. Haupfleisch - Business unit manager - Specialty Seafood (commenced March 2008) Remuneration policy Remuneration arrangements for key management personnel of the Parent and Group (“the Directors and executives”) are set competitively to attract and retain appropriately qualified and experienced Directors and executives. As part of its agreed mandate, the Remuneration and Nomination Committee obtains independent advice when required on the appropriateness of remuneration packages given trends in comparable companies and the objectives of the consolidated entity’s remuneration strategy. The remuneration structures explained below are designed to attract suitably qualified candidates. The remuneration structures take into account: • • • The capability and experience of the Directors and executives; The Directors and executives’ ability to control the relevant operational performance; and The amount of incentives within each Director and executive’s remuneration. Executive directors and executives Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any FBT charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds. Executive directors and executives remuneration levels are reviewed annually by the Remuneration and Nomination Committee through a process that considers the overall performance of the Group. Performance based remuneration Performance based remuneration is at the discretion of the Remuneration and Nomination Committee. These can take the form of share options or cash payments. During the year, no further options were issued. Options are valued using the bi-nomial method. Options have been issued to key management personnel in the past, however these options do not relate to the performance of the Company but are used to assist in retaining personnel for future periods by linking the vesting of such options to a personnel’s employ. 2008 Annual Report | 7 For personal use onlyDirectors’ Report (continued) During the current financial year, bonuses have been paid to key management personnel consistent with the above basis. Non-executive directors The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Total fees for all non-executive directors, last voted upon by shareholders was in October 2006, was not to exceed $300,000 in total. Total fees paid to non-executive directors for 2008 was $167,000. To align director interests with shareholder interests, the directors are encouraged to hold shares in the Parent. The Chairman receives twice the base fee of non-executive directors. Non-executive directors do not receive performance related remuneration. Directors’ fees cover all main Board activities. Non-executive directors who sit on the Remuneration and Nomination Committee and the Audit, Risk and Compliance Committee receive an additional payment of $1,000 and the Chairman of each receives $2,000. There are no termination or retirement benefits for non-executive directors. Service agreements It is the Group’s policy that service contracts are entered into for the CEO which was extended on 1 February 2007. The key terms and conditions are as follows: • • • The contract is for a fixed term to 30 November 2011 The remuneration comprises a fixed component which includes the cost to the consolidated entity of any superannuation contributions made by the consolidated entity on behalf of the CEO; and The Parent can terminate employment at any time without prior notice if the CEO commits any serious breach of any provisions of his agreement or is guilty of an act of serious misconduct or wilful neglect in the discharge of his duties. The CEO may terminate this agreement with one month’s notice and the Parent with six month’s notice. In the event of dismissal by the Parent, other than for breach of contract, the CEO is also entitled to one year’s total remuneration. No other executive has a fixed term contract. Parent performance, shareholder wealth and directors and senior management remuneration The remuneration policy of the company and group does not directly link the remuneration of the directors and senior executives to parent performance or shareholder wealth. The following table shows the revenue, profits, dividends and earnings per share for the past five years for the consolidated entity. Revenue ($000s) Net Profit / (loss) after tax ($000s) Dividends paid (cents) Basic Earnings per share (cents) 2004 32,940 (749) Nil (2.6) 2005 37,954 310 Nil 0.8 2006 46,963 1,434 Nil 3.2 2007 48,683 1,174 1 2.6 2008 54,082 956 2 2.0 2004 was prepared under Australian Accounting Standards (AGAAP). Years 2005, 2006, 2007 and 2008 are prepared under Australian Equivalents to International Financial Reporting Standards (AIFRS). The Remuneration and Nomination Committee considers that the Parent’s performance-linked remuneration structure is appropriate to building shareholder value in the medium term. 8 | Freedom Nutritional Products Limited For personal use onlyDirectors’ Report (continued) Directors and executive officers emoluments The benefits of each director who held office and five highest paid executive officers for the year ended 30 June 2008 are as follows Short-term employee benefits Post employment Benefits Share based payment % of total being Salary Directors’ Fees Committee Fees Bonus Non-cash Benefit Superannuation Contributions - 60,000 3,000 Directors - 2008 P. R. Gunner G.H. Babidge A.M. Perich R. Perich M. Miles R. J. F. Macleod B W. Bootle S. F. Higgs (1) 325,871 - - - 211,871 - - - 30,000 30,000 30,000 - - 10,000 (1) Mr Higgs resigned as a director in October 2007. Executive Officers - 2008 G. J. Hughes (1) (Chief operating officer) P. J. Nathan (General manager of marketing) M. E. Jenkins (Chief financial officer & company secretary) M Christian (2) (General manager of manufacturing) M. Haupfleisch (3) (Business unit manager - Speciality Seafood) (1) Commenced 23 July 2007 223,509 144,843 185,000 189,596 55,200 - - - - - - - - - - - - - 50,000 - - 22,000 - - - 2,000 2,000 - - - - - - - - (2) General Manager of Manufacturing - Commenced 1 January 2007 (3) Business unit manager - Specialty Seafoods - Commenced 11 March 2008 Directors - 2007 P. R. Gunner G.H. Babidge A.M. Perich R Perich S. F. Higgs M. Miles B W. Bootle C.C. Grubb G. J. Reaney M. van Ryn - 28,167 3,000 223,487 - - - - - - - - - 24,167 25,000 25,000 - - 3,633 6,667 - - - 2,000 1,833 2,000 - 182 666 - - - - - - - - - - - Options Total Options - 68,670 42,934 381,934 - 11% - - - 32,700 34,880 34,880 5,670 13,129 2,700 2,880 2,880 13,129 42,934 267,934 - 900 22,731 - 22,731 10,900 10,421 - 283,930 - - - - - - - - - 27,000 12,283 9,000 193,126 - - - - 1,513 - - - - - - - - 15,000 9,000 209,000 - - - - 211,596 55,200 25,695 100,000 2,175 2,430 2,415 17,620 - - 660 7,993 - 56,862 25,045 350,045 - - - - 13,259 - - - 26,342 29,430 29,248 19,620 13,259 3,815 7,993 7,993 - - - 16% 100% - - 5% 4% - - - 7% - - - - 100% - - - 2008 Annual Report | 9 For personal use only Directors’ Report (continued) Executive Officers - 2007 R. J. F. Macleod (Strategic and corporate development) P. J. Nathan (1) (General manager of marketing) M. E. Jenkins (Chief financial officer & company secretary) H. A. Hurwitz (Soy business and new product development manager) B. A. O’Brien (2) (Brand development manager) Salary 187,314 137,325 150,933 137,821 41,761 (1) appointed 11 September, 2006. (2) resigned 17 August 2007 Short-term employee benefits Post employment Benefits Share based payment % of total being Directors Fees Committee Fees Non-cash Benefit Superannuation Contributions Bonus Options Total Options - - - - - - - - - - - - - - - - - 12,686 25,045 225,045 11% 32,829 1,500 171,654 1,367 27,700 1,500 181,500 - 12,179 15,500 93,805 - - 150,000 151,066 1% 1% - - (3) Directors Grubb, Reaney and van Ryn retired during the financial year ended 30 June 2007. No director or senior management person appointed during the year received a payment as part of his or her consideration for agreeing to hold the position. There were no performance based remuneration payments made during the financial years. Bonus payments as compensation for the current financial year Mr G. J. Hughes was granted a cash retention bonus of $50,000 on 1 November 2007. Mr M. Christian was granted a cash retention bonus of $22,000 on 1 January 2008. No other bonuses were granted during 2008. Employee share options During and since the end of the financial year no share options were granted to key management personnel of the parent and consolidated entity as part of their remuneration. Details of unissued shares or interests under option as at the date of this report are: Issuing entity Freedom Nutritional Products Limited (i) Freedom Nutritional Products Limited (ii) Freedom Nutritional Products Limited (iii) Grant date (i) Issued 27 July 2005 (ii) Issued 30 November 2006 (iii) Issued 26 April 2007 Number of shares under option Class of shares Exercise price of option 1,000,000 4,300,000 600,000 Ordinary Ordinary Ordinary $0.50 $0.50 $0.50 Expiry date of options 27 July 2010 30 November 2011 26 April 2010 Fair value at grant Nil $0.10 $0.10 10 | Freedom Nutritional Products Limited For personal use onlyDirectors’ Report (continued) Recipients Issued 27 July 2005 Issued 30 November 2006 Issued 26 April 2007 Name Number Fair Value ($) G.H. Babidge R. J. F. Macleod G. H. Babidge R. J. F. Macleod B. W. Bootle M. E. Jenkins P. Nathan 700,000 300,000 1,700,000 1,700,000 900,000 300,000 300,000 Nil Nil 170,000 170,000 90,000 30,000 30,000 Conditions Employment Employment Employment Employment Employment Employment Employment There are no further performance criteria that need to be met in relation to options granted. Options vest over a period of either 3 or 5 years and relate to an employees service period only. The holders of these options do not have the right by virtue of the option, to participate in any share issue or interest issue of any other body corporate or registered scheme. There were no shares or interests issued during or since the end of the financial year as a result of exercise of an option. During the year 200,000 options lapsed. Directors’ shareholding Refer to Principle 2 “Structure of the Board to add value” in Corporate Governance Statement. Non-audit services During the year Deloitte, the auditors have performed certain other services in addition to their statutory duties. With respect to the non-audit services provided during the year by the auditor, the Board has considered written advice provided and a recommendation of the Audit, Risk and Compliance Committee. The Board is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporation Act 2001 for the following reasons: • • all non-audit services were subject to the corporate governance procedures adopted by the Parent and have been reviewed by the Audit, Risk and Compliance Committee to ensure they do not impact the integrity and objectivity of the auditor; and the non-audit services provided do not undermine the general principles relating to auditor independence as set out in the Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by The Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards. A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act follows the Directors’ Report. Details of the amounts paid to the ex-auditor of the consolidated entity, PKF for audit and non-audit services provided during the prior year are set out below: Audit Services Ex-auditors of the Parent - PKF • audit and review of financial reports Consolidated 2008 $ 2007 $ - 70,000 2008 Annual Report | 11 For personal use onlyDirectors’ Report (continued) Details of the amounts paid/payable to the auditor of the consolidated entity, Deloitte Touche Tohmatsu for audit and non-audit services provided during the year are set out below: Audit Services Auditors of the Parent - Deloitte Touche Tohmatsu • • • audit and review of financial reports taxation advice accounting advice Proceedings on Behalf of Parent Consolidated 2008 $ 190,000 72,416 107,403 369,819 2007 $ 100,000 281,531 25,625 407,156 No person has applied for leave of Court to bring proceedings on behalf of the Parent or intervene in any proceedings to which the Parent is a party for the purpose of taking responsibility on behalf of the Parent for all of those proceedings. Signed in accordance with a resolution of the Board of Directors Perry Gunner Geoff Babidge Dated at Sydney this second day of September 2008. 12 | Freedom Nutritional Products Limited For personal use only Lead Auditor’s Independence Declaration Deloitte Touche Tohmatsu A.B.N. 74 490 121 060 The Barrington Level 10 10 Smith Street Parramatta NSW 2150 PO Box 38 Parramatta NSW 2124 Australia DX 28485 Tel: +61 (0) 2 9840 7000 Fax: +61 (0) 2 9840 7001 www.deloitte.com.au The Board of Directors Freedom Nutritional Products Limited 80 Box Road TAREN POINT NSW 2229 2 September 2008 Dear Board Members Freedom Nutritional Products Limited In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Freedom Nutritional Products Limited. As lead audit partner for the audit of the financial statements of Freedom Nutritional Products Limited for the financial year ended 30 June 2008, I declare that to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. Yours sincerely DELOITTE TOUCHE TOHMATSU P A Roberts Partner Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation. 2008 Annual Report | 13 For personal use only Corporate Governance Statement This section of the Annual Report is in conformance with the “Principles of Good Corporate Governance” issued by the Australian Stock Exchange (ASX). Each of the ten principles are listed in turn. performance. The Board adopts a three-year business plan and a 12 month operating plan for the Parent. Financial results and general performance are closely monitored against the operating plan objectives. Principle 1 Lay solid foundations for management and oversight by the Board The Board’s responsibilities are encompassed in a charter which is published on www.freedomnutrional.com.au (the Parent’s website). The Board is responsible for, and has the authority to determine, all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Parent. Without intending to limit this general role of the Board, the specific functions and responsibilities of the Board include: (1) oversight of the Parent, including its control and accountability systems; (2) appointing and removing the CEO (or equivalent) for the ongoing management task of developing and implementing suitable strategies consistent with the Parent’s policies and strategic direction, including approving remuneration of the CEO and remuneration policy and succession plans for the CEO; (3) ratifying the appointment and, where appropriate, the removal of the CFO (or equivalent) and the Company Secretary; (4) reviewing and determining the strategic direction and policies of the Parent, the allocation of resources, planning for the future and succession planning; (5) reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance; (6) monitoring executives performance and implementation of strategy and ensuring appropriate resources are available; (7) approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures; (8) continuously monitoring and overseeing the Parent’s financial position; and (9) approving and monitoring financial and other reporting. Key responsibilities of the Board include the overseeing of the strategic direction of the Parent, determining its policies and objectives and monitoring management To assist in carrying out its responsibilities, the Board has established the following committees of its members. They are (1) Audit, Risk and Compliance Committee; and (2) Remuneration and Nomination Committee. The Board on 31 August 2007 resolved to establish an International Advisory Board to assist Directors and Management in evolving the company’s strategic plan. Members shall be both board and non-board members. Non-board members are Messrs Higgs and Lischewski. The responsibilities delegated by the Board to the Parent’s management, as set out in the Parent’s Statement of Delegated Authority, include managing the day-to-day operations of the Parent and Consolidated entities. The Chief Executive Officer has a service contract setting out his duties, responsibilities, conditions of service and termination entitlements. Principle 2 Structure of the Board to add value The Board determines the Boards size and composition, subject to limits imposed by the Parent’s Constitution. The Constitution provides for a minimum of three Directors and a maximum of ten. At this time the Board has determined that there are six directors four of whom, are non-executive, including the Chairman. The names and particulars of the Directors of the Parent during or since the end of the financial year are: Mr. P. R. Gunner Chairman (Non-executive), Age 61 B.Ag.Sc – is former Chairman and CEO of Orlando Wyndham Wine Group. Also current Chairman of ABB Grain Limited and director of McGuigan Simeon Wines. Appointed Director April 2003 and Chairman July 2006. Chairman of the Remuneration & Nomination Committee and member of the Audit, Risk and Compliance Committee. Interest in shares and options are 360,517 ordinary shares and nil options. 14 | Freedom Nutritional Products Limited For personal use onlyCorporate Governance Statement (continued) Mr. G.H. Babidge Managing Director (Executive), Age 55 B.Comm., ACA – extensive public company experience within the food industry. Former CEO of the major milling and baking group, Bunge Defiance and many years Managing Director of the dairy interests of National Foods Limited. Appointed director in January 2002. Carlton & United Breweries & its subsidiaries and former Chairman of South Pacific Distilleries, Fiji. Member of the Strategic Planning Committee of the Institute of Brewing and Distilling Asia Pacific. Appointed director November 2006. Chairman of Audit, Risk & Compliance Committee. Interest in shares and options are 104,353 ordinary shares and nil options. Interest in shares and options are 69,217 ordinary shares and 2,400,000 options. Mr. R. J. F. Macleod Director (Executive), Age 40 Mr. A. M. Perich Director (Non-executive), Age 67 Joint Managing Director of Arrovest Pty Limited, Leppington Pastoral Company, one of Australia’s largest dairy producers, and various other entities associated with Perich Enterprises Pty Limited. He is also a property developer, motor car racing promoter, farmer and business entrepreneur. Mr Perich is Past President of the Dairy Research Foundation, a member of the Narellan Rotary club, member of Western Sydney Development Board, Vice President of the Narellan Chamber of Commerce and is actively involved in charity fundraising for cancer research. Appointed director July 2006. Interest in shares and options are 35,853,870 ordinary shares and nil options. Mr. R. Perich Director (Non-executive), Age 65 Joint Managing Director of Arrovest Pty Limited, Leppington Pastoral Company, one of Australia’s largest dairy producers, and various other entities associated with Perich Enterprises Pty Limited. He is also a property developer, motor car racing promoter, farmer and business entrepreneur. Former Director of United Dairies Limited. Appointed director April 2005. Member of the Audit, Risk & Compliance Committee and member of the Remuneration & Nomination Committee. Interest in shares and options are 35,853,870 ordinary shares and nil options. Mr. S. F. Higgs Director (Non-executive), Age 61 B Ec. – was founder and former director of UBS Australia. Also director of Primary Health Care Company Limited, Peet & Co. and Chairman of Juvenile Diabetes Research Foundation. Appointed director April 2003. Mr Higgs resigned as a director in October 2007. Interest in shares and options are 384,615 ordinary shares and nil options. Mr. M. Miles Director (Non-executive), Age 59 B.Sc (Hons) F.I.B.D. - former Vice President of Carlton and United Breweries and Foster’s Group, former director of B.Ec (Hons) – has for the past 5 years been responsible for strategic and corporate development. Former senior director, corporate finance for UBS in Australasia and Europe where he gained extensive experience in strategy and commercial development, mergers and acquisitions and corporate analysis. Appointed director May 2008. Interest in shares and options are 156,108 ordinary shares and 2,000,000 options. Mr. B. W. Bootle Alternate Director (Non-executive), Age 43 B.Ag.Ec, M.Ag.Ec, Nuff.Sch, MAICD- Chief Executive Officer of Arrovest Pty Limited, Leppington Pastoral Company one of Australia’s largest dairy producers and various other entities associated with Perich Enterprises Pty Limited. Appointed alternate director for Mr Ron Perich and Mr Tony Perich July 2006. Interest in shares and options are 42,486 ordinary shares and 900,000 options. The Remuneration & Nomination Committee of the Board comprises Messrs P. R. Gunner and R. Perich being two non-executive directors. Its functions are to review and report to the Board on: • • • • • Remuneration policy for the entire consolidated entity (including executive officers and non-executive directors); identifying nominees for directorships and other key executive appointments; assessing director competencies; evaluating the Board’s performance; and remuneration policies and practices. Principle 2.1 of the Best Practice Recommendations recommends that a majority of the Board should be independent directors. The Board currently has a majority of independent directors with an independent chairman. In order to facilitate independent judgement in decision making each Director may seek independent professional advice at the Parent’s expense. If advice is sought by the Chairman, he must obtain Board approval if the fees for such advice exceed $50,000 (exclusive of GST), such approval not to be unreasonably withheld. Where advice 2008 Annual Report | 15 For personal use onlyCorporate Governance Statement (continued) is sought by the other directors, prior written approval by the Chairman is required but approval will not be unreasonably withheld. If the Chairman refuses to give approval, the matter must be referred to the Board. All directors are made aware of the professional advice sought and obtained. Principle 3 Promote ethical and responsible decision-making The directors acknowledge the need for and continued maintenance of a high standard of corporate governance practices and ethical conduct by all directors and employees. In maintaining its ethical standards, the Parent will: (a) behave with integrity in all its dealings with customers, shareholders, employees, suppliers, business partners and the community; (b) ensure its actions comply with applicable laws and regulations; (c) not engage in any activity that could be construed to involve an improper inducement; (d) achieve a working environment where: (i) equal opportunity is rigorously practised; (ii) harassment and other offensive forms of behaviour are not tolerated; This is designed to raise the level of management accountability for financial reporting. Further, executives provide half yearly and yearly, a letter of representation on operational, financial, regulatory and commercial matters, to the Board. The Board has established an Audit, Risk and Compliance Committee comprising three non-executive directors, with appropriate experience. They are Mr M. Miles (Chairman), Mr R. Perich and Mr P. R .Gunner. Their qualifications are listed under Principle 2. The Chief Executive Officer, Chief Financial Officer and external audit partner attend Committee meetings at the discretion of the Committee. The minutes of each Committee meeting are reviewed at the subsequent Board meeting and signed as an accurate record of proceedings. At the subsequent Board meeting the Chairman of the Committee reports on the Committee’s conclusions and recommendations. The Committee meets at least twice per year. The external auditors have a direct line of communication at any time to either the Chairman of the Audit, Risk and Compliance Committee or the Chairman. The role and responsibilities of the Audit, Risk and Compliance Committee includes: (a) reviews and reports to the Board on the half yearly and annual reports and financial statements of the Parent and consolidated entities; (iii) confidentiality of commercially sensitive (b) is responsible for nominating the external auditor information is protected; and (iv) employees are encouraged to discuss concerns and ethical behaviour with directors and senior executives. and reviewing the adequacy, scope and quality of the annual statutory audit and half yearly statutory review; (c) reviews the effectiveness of the Parent’s and consolidated entities internal control systems; (e) share trading policy for Directors, CEO and (d) monitors and reviews the reliability of financial Executives. A copy is available on the parents website http://www.freedomnutritional.com.au/ corporategovernance.asp Principle 4 Safeguard integrity in financial reporting As part of the structure of financial review and authorisation both the Chief Executive Officer and Chief Financial Officer are required to provide written assurances that the financial reports present a true and fair view of the Parent’s and the consolidated entity’s financial position in all material respects and that the integrity of the financial statements is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board and is operating efficiently and effectively in all material aspects. reporting; (e) monitors and reviews the compliance of the Parent and Consolidated entities with applicable laws and regulations; (f) monitors the Australian Accounting Standards and Urgent Issues Group consensus views; (g) monitors financial risks and exposure of the Parent and consolidated entities assets; (h) monitors business continuity ; (i) (j) reviews the Parent’s Occupational Health and Safety obligations and the Parent’s compliance; and the Parent’s and consolidated entities insurance policies and coverage. The external auditors have advised the following, after consultation with the Parent that the audit engagement partner shall be rotated every five years. 16 | Freedom Nutritional Products Limited For personal use only Corporate Governance Statement (continued) Principle 5 Make timely and balanced disclosure The purpose of the continuous disclosure policy is to ensure that there are mechanisms in place to provide all investors with equal and timely access to material information concerning the Parent. Such information must be presented in a clear and balanced way so as not to omit any material information. These policies are designed to ensure that the Parent meets its continuous disclosure obligations under the ASX Listing Rules. (4) Reports to the ASX and the press; (5) Half yearly profit announcements; and (6) Information and presentations to analysts (which are released to the ASX). The Annual General Meeting provides an important opportunity for shareholders to express their views and respond to initiatives being proposed by the Board. The Parent also requests that the external auditor attend the Annual General Meeting and be available to answer shareholder questions about the audit and the preparation and content of the audit reports. Type of information that needs to be disclosed Principle 7 Listing Rule 3.1 states that any information that a reasonable person would consider to have a material effect on the value of the Parent securities must be disclosed. Examples of such information include a change in revenue, asset values or significant transactions. Directors receive copies of all announcements immediately after notification to the ASX. All announcements are posted to the Parent’s website. A report is submitted to each Board meeting of disclosures to the ASX since last meeting with the Disclosure File available for review. Disclosure Officer The Board has appointed the Company Secretary to act as the Disclosure Officer, responsible for communications with the ASX and deciding what information must be disclosed. The Disclosure Officer holds the primary responsibility for ensuring that the Parent complies with its disclosure obligations. In addition, Directors, employees or consultants are all responsible for reporting price sensitive information that is not generally available to the Disclosure Officer. Principle 6 Respect the rights of shareholders The Parent aims to keep shareholders informed of the Parent’s performance in an ongoing manner. Apart from information provided pursuant to the Parent’s legal and ASX Listing Rules obligations regarding continuous disclosure of information, the Parent also communicates with shareholders through the: (1) Annual Report which is available to all shareholders. The Annual Report includes relevant information about the Parent’s operations and performance; (2) Invitation to the annual general meeting and all accompanying papers; (3) The Parent’s website; Recognise and manage risk 1.1 The Audit, Risk and Compliance Committee: The Committee’s responsibilities are encompassed in a charter which is available on the parents website http://www.freedomnutritional.com.au/ corporategovernance.asp. The specific functions and responsibilities of the Committee include: (a) reviews the effectiveness of the Parent’s internal control systems; (b) monitors and reviews the compliance of the Parent with applicable laws and regulations; (c) monitors financial risks and exposure of Parent assets; (d) monitors business continuity; (e) reviews the Parent’s Occupational Health and Safety obligations and the Parent’s compliance; and (f) the Parent’s insurance policies and coverage. 1.2 Risk oversight and management policies The Committee is responsible for providing the Board with advice and recommendations regarding the ongoing development of risk oversight and management policies that set out the roles and respective accountabilities of the Board, the Committee and management. The policies cover the areas of oversight, risk profile, risk management, compliance and control and assessment of effectiveness. 1.3 Risk management and risk profile The Committee is responsible for: (1) providing the Board with advice and recommendations regarding the establishment and implementation of: (a) a risk management system; and (b) a risk profile for the Parent that describes the material risks (including financial and non-financial risks) which the Parent faces; 2008 Annual Report | 17 For personal use only Corporate Governance Statement (continued) (2) reviewing the effectiveness of the Parent’s implementation of the risk management system at least once a year; and (3) regularly reviewing and updating the Parent’s risk profile. responsibilities placed on the Directors by the legal and financial framework within which they act. The Remuneration and Nomination Committee is responsible for ensuring that the Board is of a size and composition that allows for: The Committee is responsible for ensuring that the appropriate executives have established and implemented a system for identifying, assessing, monitoring and managing risk throughout the organisation. The system is to include the Parent’s internal compliance and control systems. (1) decisions to be made expediently; (2) a range of different perspectives to be put forward regarding issues before the Board; (3) a range of different skills to be bought to Board deliberations; and In order to help give the Audit, Risk and Compliance Committee the ability to exercise independent judgement it is structured so that it consists of: (1) only non-executive directors; (2) at least 1 independent director; and (3) a Chairman, who is not the Chairman of the Board. Principle 8 Encourage enhanced performance In respect of remuneration issues, the responsibilities of the Remuneration and Nomination Committee include determining, evaluating and reporting to the Board with respect to: (1) executive remuneration and incentive policies, including ensuring that the remuneration policies and practices of the Parent are consistent with its strategic goals and human resource objectives; (2) the Parent’s recruitment, retention and termination policies and procedures for executives; (3) incentive schemes; (4) superannuation arrangements; and (5) the remuneration framework for directors. The Remuneration and Nomination Committee operates independently of the senior management of the Parent in its recommendations to the Board in relation to: (1) reviewing on an annual basis the performance and salary of the CEO and other executives including Executive and Employee Share Option Plan participation; (2) the remuneration packages and other terms and conditions of appointment and continuing employment of senior executives; and (3) reviewing non-executive Directors’ remuneration within the maximum amount approved by shareholders. The Board believes that directors are properly rewarded through payment of a fee which is reviewed annually in the light of market conditions and has regard to the (4) Board decisions to be made in the best interests of the Parent as a whole rather than of individual shareholders or interest groups. The Remuneration and Nomination Committee is responsible for the: (1) evaluation and review of the performance of the Board (excluding the Chairman); (2) evaluation and review of the performance of individual directors; (3) review of and making of recommendations on the size and structure of the Board; and (4) review of the effectiveness and programme of Board meetings. The evaluation and review of the performance of the Chairman is undertaken by all Board members. Subject to normal privacy requirements, Directors have direct access to Parent records and information and to senior officers. They receive regular detailed reports on financial and operational aspects of the Parent’s business and may request elaboration or explanation of these reports at any time. Individual Directors are entitled to independent professional advice at the Parent’s expense in the furtherance of their duties, refer Principle 2. Directors and executives are encouraged to broaden their knowledge of the Parent’s business and to keep abreast of developments in business more generally by attendance at relevant courses, seminars, conferences, etc. The Parent meets expenses involved in such activities. Principle 9 Remunerate fairly and responsibly The Board has established a Remuneration and Nomination Committee to consider and report on, among other matters, remuneration policies and packages applicable to Board members and to senior managers of the Parent. Two non-executive directors Mr P. R. Gunner and Mr R. Perich are members of the Committee which meets at least once per year. 18 | Freedom Nutritional Products Limited For personal use onlyCorporate Governance Statement (continued) The Committee’s main functions include: (2) The Parent aims to maintain a high standard of (1) Conditions of service and remuneration of the Chief Executive and his direct reports: (2) Performance of the Chief Executive and other executives; (3) Ensure that the remuneration policy achieves both a level and composition of remuneration that is both competitive and reasonable. Remuneration policies are designed to attract and maintain talented and motivated directors and employees as well as raising the level of performance of the Parent. (4) Recommendation to the Board, which has the discretion to reward eligible employees with the payment of bonuses, share options and other incentive payments. These incentive payments are designed to link reward to performance and are determined by both financial and non-financial imperatives. The Chief Executive attends meetings of the Remuneration and Nomination Committee by invitation when required to report on, and discuss, senior management performance, remuneration matters, etc. Non-executive Directors receive fees determined by the Board, but within the aggregate limit approved by Shareholders at a General Meeting. The remuneration packages of non-executive directors are generally fee based. Non-executive directors are able to participate in the 2006 Employee Share Option Plan (with the exception of Ron and Tony Perich). No options have been issued to them at the date of this report. Non-executive directors do not participate in bonus payments or any retirement benefits other than statutory superannuation. The Nomination and Remuneration Committee is responsible for ensuring that any equity-based executive or non-executive director remuneration is made in accordance with any thresholds approved by shareholders. Principle 10 Recognise the legitimate interests of stakeholders 1.1 Code of ethics ethical business dealings. Objectives In maintaining its ethical standards, the Parent will: (a) (b) (c) behave with integrity in all its dealings with customers, shareholders, employees, suppliers, business partners and the community; ensure its actions comply with applicable laws and regulations; not engage in any activity that could be construed to involve an improper inducement; (d) achieve a working environment where: (i) equal opportunity is rigorously practised; (ii) harassment and other offensive forms of behaviour are not tolerated; (iii) confidentiality of commercially sensitive information is protected; and (iv) employees are encouraged to discuss concerns and ethical behaviour with directors and senior executives. (3) The Parent will take into account the principles in this Code of Ethics in every venture in which it participates. Directors and the executives team must comply with the Code of Ethics and demonstrate commitment to the Code and consistency in its execution. (4) Responsibilities The CEO will be responsible to the Board for establishing, implementing and reviewing the effectiveness of the Code of Ethics. The CEO will be responsible for seeking to ensure that all of the Parent’s employees and contractors understand, and act in accordance with these principles. 1.2 Conflicts of interest resolution The Board has implemented a range of procedures designed to ensure that the Parent complies with the law and achieves high ethical standards in identifying and resolving or managing conflicts of interest. All directors must advise the Chairman of all business dealings with the Parent. (1) The Directors acknowledge the need for and continued maintenance of a high standard of corporate governance practices and ethical conduct by all directors and employees. A Code of Ethics has been adopted. Its details are set out below. 1.3 Reporting obligations As part of the active promotion of ethical behaviour any behaviour that does not comply with this code must be duly reported. Protection will be provided for those who report violations in good faith. 2008 Annual Report | 19 For personal use only Consolidated Income Statement for the financial year ended 30 June 2008 Revenue Cost of sales Gross profit Other revenue Marketing expenses Selling and distribution expenses Administrative expenses Profit from continuing operations before tax, finance costs and equity accounted investments Finance costs Share of loss of joint venture accounted for using the equity method Share of loss of jointly controlled entity accounted for using the equity method Profit / (loss) before income tax Income tax expense Profit / (loss) for the year Attributable to: Equity holders of the parent Minority interest Earnings per share From continuing operations: Basic earnings per share (cents per share) Diluted earnings per share (cents per share) Dividends per share paid (cents per share) Notes to the financial statement are included on pages 24 to 69 Parent $000 2008 - - - 3,100 - - (384) 2,716 (100) (317) - 2,299 (533) 1,766 1,766 - 1,766 2007 14,947 (9,390) 5,557 124 (604) (2,393) (1,476) 1,208 (1,191) (135) - (118) (14) (132) (132) - (132) Notes Consolidated $000 5 5 6 6 7 9 9 2008 55,202 2007 49,945 (40,146) (35,633) 15,056 543 (2,181) (6,191) (4,000) 3,227 14,312 183 (2,332) (6,017) (2,999) 3,147 (1,364) (1,222) (317) (38) 1,508 (552) 956 956 - 956 2.0 2.0 2.0 (135) (1) 1,789 (620) 1,169 1,174 (5) 1,169 2.6 2.6 1.0 20 | Freedom Nutritional Products Limited For personal use only Consolidated Balance Sheet as at 30 June 2008 Notes Consolidated $000 Parent $000 2008 2007 2008 2007 22(a) 10 11 12 7 11 7 14 13 13 15 16 7 17 15 16 7 17 18 19 20 1,111 11,793 707 7,588 - 289 4 10,824 1,476 10,642 84 685 21,488 23,715 3,188 2,057 7,396 6,992 15,174 34,807 56,295 7,600 3,520 191 774 2,347 2,092 1,795 6,930 10,549 23,713 47,428 9,741 10,090 425 641 12,085 20,897 2,373 12,286 2 310 14,971 27,056 29,239 26,999 665 1,575 29,239 - 29,239 - 2,612 35 230 2,877 23,774 23,654 22,078 66 2,956 25,100 (1,446) 23,654 1 37 955 - - - 993 3 3,284 1,476 2,155 84 310 7,312 26,936 30,384 502 389 - - 27,827 28,820 64 69 176 189 498 - 86 - 120 206 704 28,116 711 364 - - 31,459 38,771 3,157 10,111 392 164 13,824 - 2,612 28 113 2,753 16,577 22,194 26,999 22,078 192 925 28,116 - 28,116 66 50 22,194 - 22,194 2008 Annual Report | 21 ASSETS Current Assets Cash and cash equivalents Trade and other receivables Other financial assets Inventories Current tax asset Prepayments Total Current Assets Non-Current Assets Other financial assets Deferred tax assets Property, plant and equipment Goodwill Other intangible assets Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Borrowings Current tax liabilities Provisions Total Current Liabilities Non-Current Liabilities Trade and other payables Borrowings Deferred tax liability Provisions Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Equity attributable to equity holders of the parent Issued capital Reserves Retained earnings Parent interests Minority interests TOTAL EQUITY Notes to the financial statement are included on pages 24 to 69 For personal use onlyConsolidated Cash Flow Statement for the financial year ended 30 June 2008 Notes Consolidated $000 Parent $000 2008 2007 2008 2007 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest and other costs of finance paid Income tax (paid) / refund Receipt of government grant Net cash provided by/(used in) operating activities 22(b) Cash flows from investing activities Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Dividend received Interest received Payment in relation to convertible notes Investment in jointly controlled entity Unlisted investment in Joint Venture Payment for Business Assets Loan (to) / from related party Advance from / (to) Joint Venture Loan from / (to) controlled entities 22(d) 54,035 (50,451) (1,364) (590) 90 1,720 - (2,298) - 195 (1,000) (8) - (5,174) (271) 769 - 46,808 (46,725) (1,119) (485) - (1,521) 3,520 (315) - 31 - (1,579) (453) (1,765) 268 (1,321) - Net cash (used in)/provided by investing activities (7,787) (1,614) Cash flows from financing activities Proceeds from issue of shares Payment for share issue costs Proceeds from borrowings Repayment of borrowings Dividends paid Net cash provided by/(used in) financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of financial year Cash and cash equivalents at end of financial year 22(a) Notes to the financial statement are included on pages 24 to 69 5,000 (79) 15,208 (7,856) (883) 11,390 5,323 (5,072) 251 - - - (1,605) (415) (2,020) (5,155) 83 (5,072) 3,308 (2,168) - 63 - 14,084 (14,648) (1,088) (381) - 1,203 (2,033) - (159) 3,100 - - - - - (271) 1,063 3,602 7,335 5,000 (79) - (7,481) (883) (3,443) 5,095 (5,094) 1 3,500 (268) - 1,162 - - (453) - 268 (1,321) (5,120) (2,232) - - - (992) (415) (1,407) (5,672) 578 (5,094) 22 | Freedom Nutritional Products Limited For personal use onlyConsolidated Statement of Changes in Equity for the financial year ended 30 June 2008 Attributable to equity holders of the parent Minority Interest Total Equity Notes CONSOLIDATED At 1 July 2006 Profit/(Loss) for the year Dividends paid Recognition of share-based payments Equity issues At 30 June 2007 Profit / (Loss) for the year Dividend paid Recognition of share-based payments Gain/(loss) on revaluation of purchased property Transfer to retained earnings Equity issues At 30 June 2008 PARENT At 1 July 2006 (Loss) for the year Dividends paid Recognition of share-based payments Equity issues At 30 June 2007 Profit for the year Dividend paid Recognition of share-based payments Equity issues At 30 June 2008 21 19 18 21 19 19 20 18 21 19 18 21 19 18 Fully paid ordinary shares $’000 22,058 - - - 20 22,078 - - - - - 4,921 26,999 22,058 - - - 20 22,078 - - - 4,921 26,999 Equity - settled employee benefits reserve $’000 Asset revaluation reserve $’000 Retained Earnings $’000 - - - 66 - 66 - - 126 - - - 192 - - - 66 - 66 - - 126 - 192 - - - - - - - - - 473 - - 473 - - - - - - - - - - - 2,227 1,174 (445) - - 2,956 956 (891) - - (1,446) - 1,575 627 (132) (445) - - 50 1,766 (891) - - 925 Notes to the financial statement are included on pages 24 to 69 Total $’000 24,285 1,174 (445) 66 20 $’000 $’000 (1,441) (5) - - - 22,844 1,169 (445) 66 20 25,100 (1,446) 23,654 956 (891) 126 473 (1,446) 4,921 29,239 22,685 (132) (445) 66 20 22,194 1,766 (891) 126 4,921 28,116 - - - - 1,446 - - - - - - - - - - - - - 956 (891) 126 473 - 4,921 29,239 22,685 (132) (445) 66 20 22,194 1,766 (891) 126 4,921 28,116 2008 Annual Report | 23 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 1 Corporate Information The financial report of Freedom Nutritional Products Limited for the year ended 30 June 2008 was authorised for issue in accordance with resolution of directors on 2 September 2008. Freedom Nutritional Products Limited is a company incorporated in Australia whose shares are publicly traded on the Australian securities exchange. The company is trading under the symbol ‘FNP’. The nature of the operations and principal activities of the Group are described in note 4. 2 Adoption of New and Revised Accounting Standards In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period. Details of the impact of the adoption of these new accounting standards are set out in the individual accounting policy notes set out below. The group has also adopted the following Standards as listed below which only impacted on the Group’s financial statements with respect to disclosure. • • AASB101 ‘Presentation of Financial Statements (revised October 2006)’ AASB 7 ‘Financial Instruments: Disclosures’ At the date of authorisation of the financial report, a number of Standards and Interpretations were in issue but not yet effective. Initial application of the following Standards will not affect any of the amounts recognised in the financial report, but will change the disclosures presently made in relation to the Group and the company’s financial report: Standard AASB 101 ‘Presentation of Financial Statements (revised September 2007), AASB 2007-8 ‘Amendments to Australian Accounting Standards arising from AASB 101’ Effective for annual reporting periods beginning on or after Expected to be initially applied in the financial year ending 1 January 2009 30 June 2010 AASB 8 ‘Operating Segments’, AASB 2007-3 ‘Amendments to Australian Accounting Standards arising from AASB 8’ 1 January 2009 30 June 2010 Initial application of the following standards is not expected to have any material impact on the financial report of the Group and the Company: Standard/Interpretation AASB Interpretation 12 ‘Service Concession Arrangements’, AASB Interpretation 4 ‘ Determining whether an Arrangement contains a Lease’ (revised), AASB Interpretation 129 ‘Service Concession Arrangements: Disclosure’ (revised), AASB 2007-2 ‘Amendments to Australian Accounting Standards arising from AASB Interpretation 12’ 1 January 2008 30 June 2009 AASB Interpretation 13 ‘Customer Loyalty Programmes’ 1 July 2008 30 June 2009 AASB Interpretation 14 ‘AASB 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’ AASB 2008-2 ‘Amendments to Australian Accounting Standards - Puttable Financial Instruments and Obligations arising on Liquidation AASB 3 ‘Business Combinations’ (2008), AASB 127 ‘Consolidated and Separate Financial Statements’ and AASB 2008-3 ‘Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127’ AASB 2008-1 ‘Amendments to Australian Accounting Standard - Share-based Payments: Vesting Conditions and Cancellations’ 1 January 2008 30 June 2009 1 January 2009 30 June 2010 1 July 2009 30 June 2010 1 July 2009 30 June 2010 24 | Freedom Nutritional Products Limited For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 2 Adoption of New and Revised Accounting Standards (continued) The initial application of the expected issue of an Australian equivalent accounting standard to the following standard is not expected to have a material impact on the financial report of the Group and the company: Standard Improvements to IFRs (2008) Amendments to IFRs 1‘First time Adoption of International Financial Reporting Standards and IAS 27 ‘Consolidated and Separate Financial Statements - Cost of an Investment in Subsidiary, Jointly Controlled Entity or Associate. Effective for annual reporting periods beginning on or after Expected to be initially applied in the financial year ending 1 January 2009 1 January 2009 30 June 2010 30 June 2010 3 Significant Accounting Policies The following significant accounting policies have been adopted in the preparation and presentation of the financial report: (a) Statement of compliance The financial report is a general-purpose financial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other requirements of the law. The financial report includes the separate financial statements of the Parent and the consolidated financial statements of the Group. Accounting Standards include Australian equivalents to International Financial Reporting standards (‘A-IFRS’). Compliance with A-IFRS ensures that the financial statements and notes of the Parent and the Group comply with International Financial Reporting standards (‘IFRS’). (b) Basis of preparation The financial report has been prepared on the historical cost basis. Cost is based on the fair values of the consideration given in exchange for assets. The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the Parent under ASIC Class Order 98/0100, dated 10 July 1998. The Parent is an entity to which the class order applies. (c) Critical accounting judgments and key sources of estimation uncertainty In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Refer to Note 3(d) - 3(z) for further details. (d) Basis of consolidation The consolidated financial statements incorporate the financial statements of Freedom Nutritional Products Limited and its subsidiaries as at 30 June each year (‘the Group’). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. In the separate financial statements of the company, intra-group transactions (‘common control transactions’) are generally accounted for by reference to the existing (consolidated) book value of the items. Minority interests represent the interests in Thorpedo Foods Pty Limited and Thorpedo Seafoods Pty Limited, not held by the Group companies. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s 2008 Annual Report | 25 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 3 Significant Accounting Policies (f) Foreign currency translation (continued) interest in the subsidiary’s equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 ‘Business Combinations’ are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 ‘Non-current Assets Held for Sale and Discontinued Operations’, which are recognised and measured at fair value less costs to sell. Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss. The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised. (e) Joint venture arrangements The Group’s interest in joint ventures represent jointly controlled entities which have been measured by applying the equity method of accounting. Under the equity method of accounting the carrying amounts of interests in joint venture entities are increased or decreased to recognise the Group’s share of the post acquisition profits or losses and other changes in net assets of the joint ventures. The interests in joint ventures have been measured by applying the cost method in the Parent’s own financial report. Both the functional and presentation currency of Freedom Nutritional Products Limited and its Australian subsidiaries is Australian dollars (AUD). Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are restated at the rate of exchange ruling at the balance sheet date. Exchange differences are recognised in the income statement in the period in which they arise. (g) Property, plant and equipment Plant and equipment, motor vehicles and equipment under finance lease are stated at cost less accumulated depreciation and impairment. Land and Buildings held for use in the production of goods, are carried in the balance sheet at fair value, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Fair value is determined on the basis of an independent valuation prepared by external valuation experts, based on discounted cashflows or capitalisation of net income, as appropriate. Revaluations are performed with sufficient regularity such that the carrying amounts do not differ materially from those that would be determined using fair values at the balance sheet date. Any revaluation increase arising on the revaluation of land and buildings is credited to a revaluation reserve, except to the extent that it reverses a revaluation decrease for the same asset previously recognised as an expense in the profit or loss, in which case the increase is credited to the income statement to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation of land and buildings is charged as an expense in profit or loss to the extent that it exceeds the balance, if any, held in the revaluation reserve relating to a previous revaluation of that asset. Construction in progress is stated at cost. Cost includes expenditure that is directly attributable to the acquisition or construction of the item. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned leased assets or, where shorter, the term of the relevant lease. Cost includes expenditure that is directly attributable to the acquisition of the item, In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition. 26 | Freedom Nutritional Products Limited For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 3 Significant Accounting Policies (continued) Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated on a straight line basis so as to write off the net cost of each asset over its expected useful life to its estimated residual value. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period, with the effect of any changes recognised on a prospective basis. The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. The following depreciation rates are used in the calculation of depreciation: Class of Fixed Assets Depreciation Rate Buildings Plant and equipment Leased plant and equipment Motor vehicles 2-6% 5-20% 5-10% 15-33% (h) Non-current assets classified as held for sale Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for such a sale and the sale is highly probable. The sale of the asset (or disposal group) must be expected to be completed within one year from the date of classification, except in the circumstances where sale is delayed by events or circumstances outside the Group’s control and the Group remains committed to a sale. (i) Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use 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. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. (j) Goodwill Goodwill acquired in a business combination is initially measured at its cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised at the date of acquisition. Goodwill is subsequently measured at its cost less any impairment losses. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (CGUs) or groups of CGUs, expected to benefit from the synergies of the business combination. CGUs (or groups of CGUs) to which goodwill has been allocated are tested for impairment annually, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. If the recoverable amount of the CGU (or group of CGUs) is less than the carrying amount of the CGU (or groups of CGUs), the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGU (or groups of CGUs) and then to the other assets of the cash-generating units pro-rata on the basis of the carrying amount of each asset in the CGU (or groups of CGUs) An impairment loss recognised for goodwill is recognised immediately in profit or loss and is not reversed in a subsequent period. On disposal of an operation within a CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal of the operation. (k) Intangible assets Brand names Brand names recognised by the company have an indefinite useful life and are not amortised. Each period, the useful life of this asset is reviewed to determine whether events and circumstances continue to support an indefinite useful life assessment for the asset. Such assets are tested for impairment in accordance with the policy in note 3(l). Intangible assets acquired in a business combination Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of 2008 Annual Report | 27 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 3 Significant Accounting Policies (m) Inventories (continued) an intangible asset and their fair values can be measured reliably. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis an intangible assets acquired separately. (l) Impairment of long-lived assets excluding goodwill At each reporting date the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the CGUs to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss. Inventories are measured at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows: Raw materials - purchase cost on a first-in, first-out basis; Manufactured finished goods - cost of direct materials, direct labour and an appropriate portion of manufacturing variable and fixed overheads based on normal operating capacity but excluding borrowing costs. Purchased finished goods- purchase cost on a weighted average cost basis. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. (n) Cash and cash equivalents Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and cash equivalents, which are short-term deposits with an original maturity of three months or less. For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet. (o) Other financial liabilities Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. (p) Convertible note The component parts of convertible notes (compound instruments) are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. 28 | Freedom Nutritional Products Limited For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 3 Significant Accounting Policies (continued) Defined contribution plans Contributions to defined contribution superannuation plans are expensed when incurred. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or upon the instruments reaching maturity. The equity component initially brought to account is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects and is not subsequently remeasured. (q) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cashflow estimated to settle the present obligation, its carrying amount is the present value of those cashflows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the recoverable amount is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. (r) Employee benefits A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date. (s) Share-based payments Equity-settled payments with employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of a binomial model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. Further details on how the fair value of equity-settled share-based transactions has been determined can be found in note 29. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with corresponding adjustment to the equity-settled employee benefits reserve. (t) Leased Assets Group as lessor Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. However, contingent rentals arising under operating leases are recognised as income in a manner consistent with the basis on which they are determined. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases. Group as lessee Assets held under finance leases are initially recognised at their fair value or, if lower, at amounts equal to the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. 2008 Annual Report | 29 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 3 Significant Accounting Policies (continued) Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to the qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs. Refer to note 3(i). Contingent rentals are recognised as expenses in the periods in which they are incurred. Finance leased assets are amortised on a straight line basis over the estimated useful life of the asset. Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. Lease incentives In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. (u) Revenue Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for terms, rebates and other similar allowances. Sale of goods Revenue from the sale of goods is recognised when all the following conditions are satisfied: • • the Group has transferred to the buyer the significant risks and rewards of ownership of the goods; the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of revenue can be measured reliably; • • it is probable that the economic benefits associated with the transaction will flow to the entity; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Licensing fees Revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement. Revenue is calculated on the basis of the turnover of the licensee. Interest revenue Interest is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount. Rental income Revenue from operating leases is recognised in accordance with the Group’s accounting policy outlined in note 3(t). (v) Government grants Government grants are assistance by the government in the form of transfers of resources to the Group in return for past or future compliance with certain conditions relating to the operating activities of the entity. Government grants include government assistance where there are no conditions specifically relating to the operating activities of the group other than the requirement to operate in certain regions or industry sectors. Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and the grants will be received. Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire long-term assets are recognised as deferred income in the balance sheet and recognised as income on a systematic and rational basis over the useful lives of the related assets. Other government grants are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised as income of the period in which it becomes receivable. 30 | Freedom Nutritional Products Limited For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 3 Significant Accounting Policies (continued) (w) Income tax Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred tax Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from the initial recognition of goodwill. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, branches and associates and interests in joint ventures except where the Group is able to control the reversal of the temporary differences and its probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company/Group intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the period Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess. Tax consolidation The Parent and all its wholly-owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. The Parent is the head entity in the tax-consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate tax payer within group’ approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by the company (as head entity in the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the company and each member of the group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the tax-consolidated group in accordance with the arrangement. Further information about the tax funding arrangement is detailed in note 7 to the financial statements. Where the tax contribution amount recognised by each member of the tax-consolidated group for a particular period is different to the aggregate of 2008 Annual Report | 31 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 3 Significant Accounting Policies (continued) the current tax liability or asset and any deferred tax asset arising from unused tax losses and tax credits in respect of that period, the difference is recognised as a contribution from (or distribution to) equity participants. (x) Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (‘GST’) except: • where the amount of GST incurred is not recoverable from the taxation authority, in which case the GST is recognised as part of acquisition of the asset or as part of the expense item as applicable; or • for receivables and payables which are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables inthe balance sheet. Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified within operating cash flows. (y) Financial instruments Recognition of investments Investments are initially measured at fair value, net of transaction costs, except for those financial assets carried at fair value through profit and loss, which are initially measured at fair value when the related contractual rights or obligations exist. Subsequent to initial recognition these investments are measured as set out below. Financial assets at fair value through profit and loss A financial asset is classified in this category if acquired principally for the purpose of selling in the short term if so designated by management and within the requirements of AASB 139: Recognition and Measurement of Financial Instruments. Derivatives are also categorised as held for trading unless they are designated as hedges. Realised and unrealised gains and losses arising from changes in their fair value of these assets are included in the income statement in the period in which they arise. Effective interest method The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period. Income is recognised on an effective interest rate basis for debt instruments other than those financial assets ‘at fair value through profit or loss’ Loans and receivables Loans and receivables have fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method less impairment. Interest income is recognised by applying the effective interest rate. Held-to maturity investments These investments have fixed maturities, and it is the group’s intention to hold these investments to maturity. Any held-to-maturity investments held by the group are stated at amortised cost using the effective interest rate method less impairment. Available-for-sale financial assets Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity. Derecognition of financial assets The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. Impairment of financial assets Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the investment have been impacted. 32 | Freedom Nutritional Products Limited For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 3 Significant Accounting Policies (continued) Financial liabilities Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation. (z) Derivative financial instruments The Group enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risk, including foreign exchange forward contracts. Further details of derivative financial instruments are disclosed in note 26 to the financial statements. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in profit or loss depends on the nature of the hedge relationship. The Group has not adopted hedge accounting during the financial year or previous corresponding period. Embedded derivatives Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts are not measured at their fair value with changes in fair value recognised in profit or loss. 4 Business and Geographical Segments The Group is organised into three business segments which is the basis on which the Group reports. The principal products and services of these segments are as follows: Seafood Freedom Foods Thorpedo Foods A range of canned seafood covering sardines, salmon, tuna and specialty seafood. These products are produced overseas and sold in Australia and overseas. A range of products for consumers requiring a solution to specific dietary or medical conditions including gluten free, wheat free, low sugar or salt or highly fortified. The product range covers breakfast cereals, cookies, snack bars, soy and rice beverage, frozen prepared foods and other complimentary products. These products are produced and sold in Australia and overseas. Thorpedo range of low GI beverages. These products are produced and sold in Australia and overseas. Segment revenue Continuing operations Seafood Freedom Foods Thorpedo Foods Total of all segments Eliminations Unallocated Consolidated revenue External sales Other 2008 $’000 2007 $’000 2008 $’000 2007 $’000 Total 2008 $’000 19,057 34,447 578 20,902 26,823 1,117 - - - - 1,227 1,238 19,057 34,447 1,805 55,309 - 436 2007 $’000 20,902 26,823 2,355 50,080 - 48 55,745 50,128 2008 Annual Report | 33 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 4 Business and Geographical Segments (continued) Segment result Continuing operations Seafood Freedom Foods Thorpedo Foods Unallocated Profit before income tax Income tax expense Profit for the year from continuing operations Segment assets and liabilities Continuing operations Seafood Freedom Foods Thorpedo Foods Total of all segments Eliminations Unallocated Consolidated 2008 $’000 2007 $’000 1,096 967 172 2,235 (727) 1,508 (552) 956 1,966 838 60 2,864 (1,075) 1,789 (620) 1,169 Assets Liabilities 2008 $’000 2007 $’000 2008 $’000 2007 $’000 20,206 27,719 5,130 53,055 (857) 4,097 56,295 22,790 44,034 4,909 71,733 (26,535) 2,230 47,428 17,762 26,233 7,493 51,488 (39,247) 14,815 27,056 16,321 21,998 7,447 45,766 (23,945) 1,953 23,774 Other segment information Carrying value of investments accounted for using the equity method Share of net profit/(loss) of jointly controlled entities accounted for under the equity method Acquisition of segment assets Depreciation and amortisation of segment assets Seafood Freedom Foods Thorpedo Foods 2008 $’000 2007 $’000 - - - - - - - - 2008 $’000 1,514 (355) 10,623 331 2007 $’000 1,097 (136) 1,539 162 2008 $’000 2007 $’000 - - - - - - - - The Group operates principally in the Australian geographical area. 34 | Freedom Nutritional Products Limited For personal use only5 Revenue Continuing operations • • Sale of goods Interest received Loans and receivables • • Cash and cash equivalents Subsidiaries • License fee Other revenue • • • • • • Government grant - refer below Gain on disposal of property Dividends received Rental income Convertible note interest Management fee received Notes to the Financial Statements For the year ended 30 June 2008 (continued) Consolidated $000 Parent $000 2008 2007 2008 2007 54,082 48,683 11 - 1,109 55,202 118 - - 31 184 210 543 24 - 1,238 49,945 30 129 - - 7 17 183 - - - - - - - 3,100 - - - 13,785 - 1,162 - 14,947 - 124 - - - - 3,100 124 The above government grant is the Export Market Development Grant received for 2007 and receivable for 2008. The above Convertible note interest relates to interest receivable on convertible notes issued to A2 Dairy Products Pty Limited. 6 Profit for the year before tax Continuing operations (i) Losses Profit for the year was arrived at after charging the following losses Loss on disposal of plant and equipment - (7) (ii) Other Expenses: Finance costs • Interest on bank overdrafts and loans • Interest on obligations under finance leases • Interest on convertible notes Total borrowing costs 1,229 35 100 1,364 486 261 475 1,222 - - - 100 100 (4) 455 261 475 1,191 2008 Annual Report | 35 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 6 Profit for the year before tax (continued) Exchange losses Depreciation on property, motor vehicles, plant and equipment Rental expense on operating leases Research and development costs expensed Impairment of trade receivables Employee benefit expense Post employment benefits - defined contribution plans Share-based payments - equity-settled share-based payments Other employee benefits Total employee benefit costs Consolidated $000 Parent $000 2008 151 331 104 411 32 574 126 5,973 6,673 2007 - 162 129 463 43 417 66 5,470 5,953 2008 - 121 - - - - 126 - 126 2007 - 68 69 453 25 154 66 1,909 2,129 The following expense items are relevant in explaining the financial performance: Bid response costs - 104 - 104 Operating EBITDA (being EBITDA adjusted for bid response costs and equity settled share-based payments, share of loss under equity accounting, unrealised exchange losses, and after charging FNP corporate management fee) was $3,835,000 (2007: $3,479,000) 7 Income Taxes Income tax recognised in profit or loss Tax expense comprises: Current income tax expense Adjustments recognised in the current year in relation to the current tax of prior years Deferred tax expense/(income) relating to the origination and reversal of temporary differences Income tax expense /(income) Attributable to continuing operations 431 119 2 552 552 457 43 120 620 620 583 (231) 181 533 533 - (14) 28 14 14 The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense in the financial statements as follows: Profit from continuing operations Income tax expense calculated at 30% Effect of expenses that are not deductible in determining taxable profit Effect of tax concessions (research and development) Previously unrecognised and unused tax losses and tax offsets now utilised Adjustments recognised in the current year in relation to the current tax of prior years 1,508 452 245 (31) (233) 119 552 1,789 537 156 (116) - 43 620 2,299 690 250 (10) (166) (231) 533 (118) (35) 176 (113) - (14) 14 36 | Freedom Nutritional Products Limited For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 7 Income Taxes (continued) The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period. Income tax recognised directly in equity No current or deferred tax amounts were charged/(credited) directly to equity during the year. Current tax assets and liabilities Current tax assets Entities in the tax-consolidated group Current tax liabilities Income tax payable attributable to: Entities in the tax-consolidated group Other Deferred tax balances Deferred tax assets/(liabilities) arise from the following: Consolidated 2008 Temporary differences: Provisions Doubtful debts Property plant & equipment Other Unused tax losses and credits: Tax losses Withholding tax paid Presented in the balance sheet as follows: Deferred tax (liability) - non current Deferred tax asset - non current Consolidated $000 Parent $000 2008 2007 2008 2007 - 176 15 191 84 392 33 425 - 176 - 176 84 392 - 392 Opening Balance Charged to income Acquisitions Closing balance $’000 $’000 $’000 $’000 371 20 4 39 434 1,468 155 1,623 2,057 (32) 17 8 138 131 (244) 111 (133) (2) - - - - - - - - - 339 37 12 177 565 1,224 266 1,490 2,055 (2) 2,057 2,055 2008 Annual Report | 37 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 7 Income Taxes (continued) Consolidated 2007 Temporary differences: Provisions Doubtful debts Formation costs Property plant & equipment Finance leases Other Unused tax losses and credits: Tax losses Withholding tax paid Presented in the balance sheet as follows: Deferred tax (liability) - non current Deferred tax asset - non current Parent 2008 Temporary differences: Provisions Doubtful debts Property plant & equipment Other Unused tax losses and credits: Tax losses Presented in the balance sheet as follows: Deferred tax (liability) - non current Deferred tax asset - non current 38 | Freedom Nutritional Products Limited Opening Balance Charged to income Acquisitions Closing balance $’000 $’000 $’000 $’000 209 14 207 (114) 35 17 368 1,635 97 1,732 2,100 89 9 4 104 206 477 683 85 6 (207) 118 (35) 22 (11) (167) 58 (109) (120) 7 (9) 9 (16) (9) (172) (181) 77 - - - - - 77 - - - 77 - - - - - - - 371 20 - 4 - 39 434 1,468 155 1,623 2,057 (35) 2,092 2,057 96 - 13 88 197 305 502 - 502 502 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) Opening Balance Charged to income Closing balance $’000 $’000 $’000 93 2 42 (100) 18 6 61 650 711 (4) 7 (42) 104 (18) 98 145 (173) (28) 89 9 - 4 - 104 206 477 683 (28) 711 683 7 Income Taxes (continued) Parent 2007 Temporary differences: Provisions Doubtful debts Formation costs Property plant & equipment Finance leases Other Unused tax losses and credits: Tax losses Presented in the balance sheet as follows: Deferred tax (liability) - non current Deferred tax asset - non current Tax consolidation Relevance of tax consolidation to the Group The company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 July 2005 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is Freedom Nutritional Products Limited. The members of the tax-consolidated group are identified at note 31. Nature of tax funding arrangements and tax sharing agreements Entities within the tax-consolidated group have entered into a tax funding arrangement and a tax-sharing agreement with the head entity. Under the terms of the tax funding arrangement, Freedom Nutritional Products Limited and each of the entities in the tax-consolidated group has agreed to pay a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity. Such amounts are reflected in amounts receivable from or payable to other entities in the tax-consolidated group. The tax sharing agreement entered into between members of the tax-consolidated group provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations or if an entity should leave the tax-consolidated group. The effect of the tax sharing agreement is that each member’s liability for tax payable by the tax-consolidated group is limited to the amount payable to the head entity under the tax funding arrangement. 2008 Annual Report | 39 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 8 Auditors remuneration Current year Remunerations of the auditors of the Group for: • • • audit or review of the financial report taxation advice and preparation of tax returns accounting advice The auditor of the consolidated entity is Deloitte Touche Tohmatsu. Past years Remuneration of past auditors of the Group to settle excess fee claim Consolidated $ Parent $ 2008 2007 2008 2007 190,000 72,416 107,403 369,819 100,000 281,531 25,625 407,156 60,053 32,461 - 92,514 43,584 43,645 - 87,229 • auditing and reviewing the financial report - 70,000 - 70,000 9 Earnings per share Basic earnings per share Diluted earnings per share Consolidated 2008 2007 Cents per share 2.0 2.0 2.6 2.6 The earnings and weighed average number of ordinary shares used in the calculation of basic and diluted earnings per share are as follows: (a) Earnings used in the calculation of basic EPS (b) Earnings used in the calculation of diluted EPS (c) Weighted average number of ordinary shares outstanding during the year used in the calculation of basic EPS Add weighted average number of options outstanding Weighted average number of ordinary shares and potential ordinary shares used in the calculation of diluted EPS During 2008 no options were issued over ordinary shares by the Parent. During 2007 the Parent issued 4,900,000 options over ordinary shares. 10 Trade and other receivables $000 956 956 Number ‘000 46,765 84 46,849 $000 1,174 1,174 44,490 - 44,490 Current Trade receivables Allowance for doubtful debts Other receivables 40 | Freedom Nutritional Products Limited Consolidated $000 Parent $000 2008 2007 2008 2007 11,111 (122) 10,989 804 11,793 9,921 (67) 9,854 970 10,824 37 - 37 - 37 2,874 (30) 2,844 440 3,284 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 10 Trade and other receivables (continued) The average credit period on sales of goods is 60 days. No interest is charged on trade receivables. An allowance has been made for estimated irrecoverable trade receivable amounts arising from past sale of goods, determined by reference to past default experience. During the current financial year, the allowance for doubtful debts increased by $55,000 (2007: increased by $21,000) in the Group and decreased by $30,000 in the Parent (2007: increased by $25,000 ). The movement was recognised in the income statement for the year. Included in the allowance for doubtful debts are individually impaired trade receivables with a balance of $80,000 (2007: $62,000). The Group does not hold any collateral over these balances. Current (i) Past due but not impaired (ii) Consolidated $000 2008 10,692 297 2007 9,622 232 Parent $000 2008 37 - 2007 2,694 150 (i) (ii) The current receivables for the Group are with an average of 66 days. Management considers that there are no indications as of the reporting date that the debtors will not meet their payment obligations. The past due but not impaired receivables for the Group are with an average of 93 days. These relate to a number of customers for whom there is no recent history of default and other indicators of impairment. Management considers that no provision is required on these balances. The Group does not have significant risk exposure to any one debtor, however 87% (2007 - 87%) of sales and 85% (2007 - 82%) of year end receivables are concentrated in major supermarkets throughout Australia. The Parent has 0% (2007 - 91%) of sales and 0% (2007 - 80%) of year end receivables concentrated in major supermarkets throughout Australia. Other receivables These amounts generally arise from transactions outside the usual operating activities of the Group and the Parent. Management has assessed that these are all recoverable and no impairment has been taken. 11 Other financial assets Current Loans to joint ventures - refer Note 28 Related party transactions 707 1,476 955 1,476 Non-current Loans to subsidiaries - refer Note 28 Related party transactions Convertible notes (i) Investment in jointly controlled entity Investment in joint venture entities - refer note 33 Jointly controlled operations and assets - 1,674 913 601 - 1,250 329 768 26,335 29,616 - - 601 - - 768 3,188 2,347 26,936 30,384 (i) The Group holds non-listed unsecured convertible notes returning an effective interest rate of 15.8% p.a. The notes are convertible at par value on 1 June 2012. This amount includes the debt component of the note with the equity component residing in investment in jointly controlled entity. (ii) Loans to related parties and subsidiaries The Group has provided short-term loans to joint venture entities interest free and at call. Management has assessed that these are all recoverable and no impairment exists. Loans to subsidiaries include amounts arising under the group’s tax funding arrangement. The inter-company loan receivable is repayable on demand and interest is charged on the outstanding balance at market rates. There are no indications as of the reporting date that the subsidiaries will not meet their payment obligations. Further information in relation to amounts due from related entities is set out in note 28. 2008 Annual Report | 41 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 12 Inventories Current Raw materials Finished goods Provision for stock obsolescence 13 Intangibles 2008 Balance at 1 July 2007 Costs incurred during the year Balance at 30 June 2008 2007 Balance at 1 July 2006 Costs incurred during the year Balance at 30 June 2007 Consolidated $000 Parent $000 2008 2007 2008 2007 860 6,851 (123) 7,588 Goodwill $’000 6,930 62 6,992 6,628 302 6,930 1,505 9,237 (100) 10,642 Brand Names $’000 10,549 4,625 15,174 10,519 30 10,549 - - - - Total $’000 17,479 4,687 22,166 17,147 332 17,479 962 1,202 (9) 2,155 Parent Total $’000 - - - - - - Goodwill and brands are initially recorded at cost. All brands have been assessed as having indefinite useful lives. No impairment loss was charged in the 2008 financial year (2007: $nil). Allocation of goodwill to cash-generating units Goodwill has been allocated for impairment testing purposes to the following cash-generating units: Seafood Freedom Foods Thorpedo Foods The consolidated entity carries an amount of $15,174,000 of brand names with indefinite useful lives allocated between the Seafood and Freedom Foods cash generating units. The brand names relate to major brands purchased as part of business combinations that have long establishment and are considered to be market leaders within their market segment. The brand names operate in a stable industry with a strong positioning in the consumer functional foods market. 42 | Freedom Nutritional Products Limited For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 13 Intangibles (continued) The carrying amount of goodwill has been allocated to the identified cash-generating units as follows: Seafood Freedom Foods Thorpedo Foods Consolidated $’000 2008 1,982 3,232 1,778 6,992 2007 1,982 3,170 1,778 6,930 The recoverable amounts of the cash generating units are determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by management covering a four-year period, and a discount rate of 11% pa (2007: 12% pa). Cash flow projections during the budget period for the cash-generating units are also based on the same expected gross margins during the budget period. Key assumptions Budgeted market share Budgeted gross margin Cash-generating units Average market share in the period immediately before the budget period plus a growth of up to 1% of market share per year. Management believes that the planned market share growth per year for the next four years is reasonable. Average gross margins achieved in the period immediately before the budget period is consistent with that used by management. Impairment of cash-generating units including goodwill There was no impairment loss recognised or reversed during the period for an individual asset or cash generating unit. 14 Property, plant and equipment Non current Freehold land and buildings (at fair value) Accumulated depreciation Total Land and Buildings Plant and Equipment (at cost) Accumulated depreciation Capital work in progress at cost Total Owned Plant and Equipment Plant and Equipment (under finance lease) Accumulated depreciation Total Leased Plant and Equipment Motor Vehicles (under finance leases) Accumulated depreciation Total Motor Vehicles Total property, plant and equipment Consolidated $’000 Parent $’000 2008 2007 2008 2007 5,000 (20) 4,980 2,994 (1,171) 1,823 456 2,279 48 (48) - 214 (77) 137 117 (106) 11 2,667 (1,070) 1,597 15 1,612 48 (27) 21 190 (39) 151 7,396 1,795 - - - 881 (629) 252 - 252 - - - 214 (77) 137 389 - - - 783 (562) 221 - 221 - - - 166 (23) 143 364 2008 Annual Report | 43 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 14 Property, plant and equipment (continued) Movements in the carrying amounts of each class of property, plant and equipment between the beginning and the end of the current financial year: Parent 2008 Balance at 1 July 2007 Additions Disposals Depreciation expense Balance at 30 June 2008 Group 2008 Balance at 1 July 2007 Additions Disposals Depreciation expense Balance at 30 June 2008 Parent 2007 Balance at 1 July 2006 Additions Disposals Depreciation expense Balance at 30 June 2007 Group 2007 Balance at 1 July 2006 Additions Disposals Acquisitions through business combinations Depreciation expense Balance at 30 June 2007 Land and Buildings Plant and Equipment Motor Vehicles Total $000 $000 $000 $000 - - - - - 11 5,000 (11) (20) 4,980 - - - - - 15 - - - (4) 11 221 111 (13) (67) 252 1,633 950 (49) (255) 2,279 142 167 (38) (50) 221 372 214 (58) 1,224 (119) 1,633 143 48 - (54) 137 151 48 (6) (56) 137 60 101 - (18) 143 113 101 (24) - (39) 151 364 159 (13) (121) 389 1,795 5,998 (66) (331) 7,396 202 268 (38) (68) 364 500 315 (82) 1,224 (162) 1,795 Aggregate depreciation allocated, whether recognised as an expense or capitalised as part of the carrying amount of other assets during the year: Consolidated $000 Parent $000 2008 20 255 56 331 2007 4 119 39 162 2008 2007 - 67 54 121 - 50 18 68 Freehold land and buildings Plant and equipment Motor vehicles 44 | Freedom Nutritional Products Limited For personal use only15 Trade and other payables Current Trade payables (i) Other payables and accruals (ii) Due to related parties Non-current Other payables and accruals (ii) Notes to the Financial Statements For the year ended 30 June 2008 (continued) Consolidated $000 Parent $000 2008 2007 2008 2007 4,995 2,605 - 7,600 2,373 7,168 2,302 271 9,741 - - 64 - 64 - 2,153 733 271 3,157 - (i) (ii) The average credit period on purchases of certain goods from North America is 2 months. Additional trade payables are paid within 60 days of invoice date. No interest is charged on trade payables. Included in other payables and accruals is $3,155,552 due to the vendor for the purchase of the Leeton property. The current portion of this payable is $518,473. 16 Borrowings Secured - at amortised cost Current Bank overdrafts (i) Loan payable (i) Finance leases (ii) Non-current Loan payable (i) Finance leases (ii) Unsecured - at amortised cost Current Convertible Notes - unsecured (iii) Disclosed in the financial statements as: Current borrowings Non-current borrowings 860 2,591 69 12,200 86 - 15,806 3,520 12,286 15,806 5,076 - 33 2,500 112 4,981 12,702 10,090 2,612 12,702 - - 69 - 86 - 155 69 86 155 5,097 - 33 2,500 112 4,981 12,723 10,111 2,612 12,723 (i) Secured by assets as detailed in note 34. (ii) Secured by leased assets as detailed in note 24. (iii) The Parent issued 8,333,333 unsecured convertible notes at $0.60 each, with a coupon rate of 9.5% per annum which matured on 1 September 2007. 2008 Annual Report | 45 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 17 Provisions Current Employee benefits (i) Non-current Employee benefits Employee benefits movement: Balance at 1 July 2007 Additional provision recognised Amounts used Balance at 30 June 2008 Consolidated $000 Parent $000 2008 2007 2008 2007 774 310 871 625 (412) 1,084 641 230 637 598 (364) 871 189 120 277 110 (78) 309 164 113 297 108 (128) 277 (i) The current Group provision for employee benefits includes $112,000 of annual leave and vested long service leave entitlements accrued but not expected to be taken within 12 months (2007: $229,000). The current parent employee benefits are expected to be taken during the next 12 months. 18 Issued capital Fully paid ordinary shares 54,606,737 (2007: 44,527,343) ordinary shares fully paid Balance at 1 July Issue of shares (i)(ii) Balance at 30 June 26,999 22,078 4,921 26,999 22,078 22,058 20 22,078 26,999 22,078 4,921 26,999 22,078 22,058 20 22,078 (i) (ii) April 2008 - 10,000,000 ordinary shares were issued for 50 cents per share. Issue costs of $119,000 were incurred during the capital raising process. May 2008 - 41,998 ordinary shares were issued for 51.6 cents per share. December 2007 - 37,396 ordinary shares were issued at 49.7 cent per share. During the prior financial year there were 42,333 ordinary shares issued for 46.8 cents per share during May 2007. Fully paid ordinary shares carry one vote per share and carry the right to dividends. Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the company does not have a limited amount of authorised capital and issued shares do not have a par value. The Dividend Reinvestment Plan provides shareholders with the opportunity to receive ordinary shares, in lieu of cash dividends, at a discount (set by the directors) from the market price at time of issue. Share options granted under the employee share option plan (i) (ii) For information relating to the Freedom Nutritional Products Limited Employee Share Option Plan, including details of options issued, exercised and lapsed during the financial year and the options outstanding at year-end, refer note 29. For information relating to share options issued to key management personnel during the financial year, refer note 28. At 30 June 2008, there were 5,900,000 (30 June 2007: 6,100,000 of which 200,000 have lapsed in the financial year ended 30 June 2008) unissued ordinary shares for which options were outstanding. 46 | Freedom Nutritional Products Limited For personal use only19 Reserves Asset revaluation Equity-settled employee benefits Equity-settled employee benefits Balance at 1 July Share based payment Balance at 30 June Notes to the Financial Statements For the year ended 30 June 2008 (continued) Consolidated $000 Parent $000 2008 473 192 665 66 126 192 2007 - 66 66 - 66 66 2008 - 192 192 66 126 192 2007 - 66 66 - 66 66 The equity-settled employee benefits reserve arises on the grant of share options to executives and senior employees under the Employee Share Option Plan. Amounts are transferred out of the reserve and into issued capital when the options are exercised. Further information about share-based payments to employees is made in note 29 to the financial statements. Asset revaluation Balance at 1 July Revaluation increment Balance at 30 June - 473 473 - - - - - - - - - The asset revaluation reserve arises on the revaluation of land and buildings. Where a revalued land or building is sold that portion of the asset revaluation reserve which relates to the asset, and is effectively realised, is transferred directly to retained earnings. 20 Retained Profits Balance at 1 July Transfer from minority interest Net profit / (loss) attributable to members of the parent Dividends paid Balance at 30 June 21 Dividends Recognised amounts Fully paid ordinary shares Interim dividend: fully franked at a 30% tax rate Interim dividend: fully franked at a 30% tax rate Unrecognised amounts Fully paid ordinary shares Final dividend: fully franked at a 30% tax rate 2,956 (1,446) 956 (891) 1,575 2,227 - 1,174 (445) 2,956 50 - 1,766 (891) 925 627 - (132) (445) 50 2008 2007 Cents per share Total $’000 Cents per share Total $’000 1.0 1.0 1.0 445 446 546 1.0 - - 445 - - On 28 August 2008, the directors declared a fully franked final dividend of 1.0 cents per share to the holders of fully paid ordinary shares in respect of the financial year ending 30 June 2008, to be paid to shareholders on 19 December 2008. The dividend will be paid to shareholders on the Register of Members on 1 December 2008. The total estimated dividend to be paid is $546,000. 2008 Annual Report | 47 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 21 Dividends (continued) Adjusted franking account balance Impact on franking account balance of dividends not recognised 22 Notes to the cash flow statement (a) Reconciliation of cash and cash equivalents Parent $000 2008 343 (234) 2007 222 - For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand and funds held in cash management and cheque accounts net of bank overdrafts. Cash at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:- Cash Overdraft Consolidated $000 2008 1,111 (860) 251 2007 4 (5,076) (5,072) Parent $000 2008 1 - 1 (b) Reconciliation of profit for the period to net cash flows from operating activities Profit for the year Depreciation Provision for employee entitlements Write off of inventory Gain on disposal of assets Foreign currency revaluation Share based payments Interest received Intercompany dividends received Loss in jointly controlled entity Changes in Assets and Liabilities (Increase) / Decrease in receivables (Increase) / Decrease in inventory (Increase) / Decrease in other assets (Increase) / Decrease in deferred tax assets Increase / (Decrease) in accounts payable Increase / (Decrease) in provision for income tax Increase / (Decrease) in provision for deferred income tax Net cash from operating activities 956 331 214 37 - 151 126 (195) - 355 (969) 3,054 461 35 (2,653) (150) (33) 1,720 1,169 162 235 (2) (120) (23) 66 (31) - 136 (2,000) (828) (626) 122 264 34 (79) (1,521) 1,766 121 32 - - - 126 - (3,100) 317 3,247 2,155 (270) (209) (2,822) (132) (28) 1,203 2007 3 (5,097) (5,094) (132) 68 (19) (27) (124) - 66 (1,162) - 135 (1,038) (141) 333 100 (61) 41 (72) (2,033) Details of credit stand-by arrangements available and unused loan facilities are shown in note 23 to the financial statements. 48 | Freedom Nutritional Products Limited For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 22 Notes to the cash flow statement (continued) (c) Non-cash financing and investing activities During the current financial year, the Group acquired $48,000 (2007:$101,000) of motor vehicles under finance leases. These acquisitions will be reflected in the cash flow statement over the term of the finance lease via lease repayments. Furthermore, the group acquired land and buildings which included deferred purchase consideration of $3,156,000 refer to note 15(ii). (d) Business Acquired During the 2008 financial year consideration was paid for the acquisition of Norganic Foods (Australia) Pty Limited business assets. Also, consideration was finalised in respect of the Cookieman baking assets. During the 2007 financial year, consideration was paid for the acquisition of Cookieman baking assets. Also, deferred consideration was paid in respect of acquiring the remaining 20% of Freedom Foods Pty Limited. Details of these transaction are: Purchase consideration Incidental costs - Cookie man Incidental costs - Norganic Foods (Australia) Deferred consideration for Freedom Foods acquisition Cash consideration Assets and liabilities held at acquisition date Prepayments Inventories Deferred tax assets Property, plant and equipment Brands (Intellectual property) Employee entitlements Rent received in advance Goodwill on acquisition Consolidated $000 2008 4,500 56 618 - 5,174 - 492 - - 4,626 - - 5,118 56 5,174 2007 1,247 432 - 86 1,765 9 412 78 1,224 - (196) (64) 1,463 302 1,765 Parent $000 2008 2007 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2008 Annual Report | 49 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 23 Standby arrangements and unused credit facilities Financing Facility Secured bank overdraft facility • • amount used amount unused Secured loan facilities • amount used • amount unused Unused financing facilities Consolidated $000 2008 2007 Parent $000 2008 860 1,140 2,000 14,791 534 15,325 1,674 5,076 2,574 7,650 2,500 - 2,500 2,574 - - - - - - - 2007 5,076 2,574 7,650 2,500 - 2,500 2,574 The bank overdraft and multi-option facilities are arranged with Bankwest (2007: Westpac Banking Corporation) with general terms and conditions and is subject to annual review. The bank facilities of the Group are secured by a first registered mortgage over all the Group's property and a first equitable mortgage over the whole of the Group's assets and undertakings including uncalled capital. The mortgage is held by Bankwest (2007: Westpac Banking Corporation). Interest rates are variable and subject to adjustment. 24 Capital and leasing commitments Finance leases Leasing arrangements Finance leases relate to motor vehicles and equipment with lease terms of up to 5 years. The Group has options to purchase the equipment for an agreed amount at the conclusion of the lease agreements. The Group's obligation under finance leases are secured by the lessor's title to the leased assets. Minimum future lease payments - $’000 Present value of minimum future lease payments - $’000 Consolidated Parent Consolidated Parent 2008 2007 2008 2007 2008 2007 2008 2007 82 89 171 (16) 155 50 131 181 (36) 145 82 89 171 (16) 155 50 131 181 (36) 145 69 86 155 - 155 69 86 155 33 112 145 - 145 33 112 145 69 86 155 - 155 69 86 155 33 112 145 - 145 33 112 145 Finance lease liabilities Payable: • No later than 1 year • Later than 1 year but not later than 5 years Minimum future lease payments (i) Less future finance charges Present value of minimum lease payments Included in the financial statements as: (note 16) Current borrowings Non-current borrowings 50 | Freedom Nutritional Products Limited For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 24 Capital and leasing commitments (continued) (i) Minimum future lease payments includes the aggregate of all lease payments and any guaranteed residual. Operating leases Disclosure for lessees Leasing arrangements Operating leases relate to office equipment with lease terms of between one and two and a half years.The Parent/Group does not have an option to purchase the leased asset at the expiry of the lease period. Non-cancellable operating lease commitments • • Not longer than 1 year Longer than 1 year but not longer than 5 years Group's share of jointly controlled entities capital commitments • Not longer than 1 year Consolidated $000 Parent $000 2008 2007 2008 2007 36 22 58 593 146 135 281 395 - - - 146 135 281 Disclosure for lessors Operating leases relate to warehouse facilities owned by the group with lease terms currently less than 1 year. Non-cancellable operating lease receivables • Not longer than 1 year 25 Personnel note The entity employs casual and full time staff numbering 26 Financial instruments (a) Capital risk management 15 - - - Consolidated Number Parent Number 2008 152 2007 137 2008 39 2007 39 The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of debt and equity balances. The Group's overall strategy remains unchanged from 2007. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 16, cash and cash equivalents and equity attributable to equity holders of the parent comprising issued capital, reserves and retained earnings as disclosed in notes 18, 19 and 20 respectively. Operating cash flows are used to maintain and expand the group's manufacturing and distribution assets, as well as to make the routine outflows of tax, dividends and repayment of maturing debt. The Group's policy is to borrow centrally, using a variety of capital market issues and borrowing facilities, to meet anticipated funding requirements. Gearing ratio The Group's management reviews the capital structure on a regular basis. As a part of this review the committee 2008 Annual Report | 51 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 26 Financial instruments (continued) considers the cost of capital and the risks associated with each class of capital. Financial liabilities Debt (i) Cash and cash equivalents Net debt Equity (ii) Net debt to equity ratio Consolidated $000 2008 2007 15,806 (251) 15,555 27,664 56% 12,702 5,072 17,774 22,144 80% Parent $000 2008 155 (1) 154 27,191 1% 2007 12,723 5,094 17,817 22,144 80% (i) Debt is defined as long and short-term borrowings, as detailed in note 16. (ii) Equity includes all capital and reserves. (b) Financial risk management objectives The Group's Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyses exposures by degree magnitude of risks. These risks include market risk (including currency risk and price risk), credit risk and liquidity risk. The Group seeks to minimise the effects of these risks, by using derivative financial instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group's policies approved by the board of directors, which provide written principles on foreign exchange risk, credit risk and the investment of excess liquidity. The Group does not enter into or trade financial instruments, including derivative financial instruments for speculative purposes. (c) Market Risk The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The Group enters into foreign exchange forward contracts to manage exposure to foreign currency risk for its imports. There has been no change to the Group's exposure to market risks or the manner in which it manages and measures the risk. The Corporate Treasury function reports monthly to the board which monitors risks and policies implemented to mitigate risk exposure. (d) Significant accounting policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3 to the financial statements. (e) Foreign currency risk management The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts. 52 | Freedom Nutritional Products Limited For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 26 Financial instruments (continued) The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting date is as follows: Consolidated US dollars (USD) Canadian dollars (CAD) Financial assets $’000 Financial liabilities $’000 2008 1,032 945 2007 2008 2007 913 - 273 520 26 791 There have been no change to the group's exposure to foreign currency risks or the manner in which it manages and measures the risks from the previous period. Forward Exchange Contracts The Group enters into forward exchange contracts to buy specified amounts of foreign currencies in the future at stipulated exchange rates. The objective of entering into the forward exchange contracts is to protect the Group against unfavourable exchange rate movements for the contracted purchases undertaken in foreign currencies. The following table details the forward foreign currency contracts outstanding as at reporting date: Average exchange rate Foreign currency Contract value Fair value Outstanding contracts 2008 2007 2008 FC'000 2007 FC'000 2008 $'000 2007 $'000 Consolidated Buy US Dollars Less than 3 months 3 to 6 months Over 6 months Buy Canadian Dollars Less than 3 months 3 to 6 months Over 6 months 0.9397 0.9328 - 0.9478 0.9378 - 0.7566 0.7951 0.8406 0.9128 0.9090 0.9069 1,869 1,500 - 962 950 - 976 927 525 1,973 1,750 550 1,989 1,608 - 1,015 1,013 - 1,290 1,166 625 2,161 1,925 606 2008 $'000 (155) (141) - (77) (76) - (449) 2007 $'000 (140) (74) (6) 37 24 7 (152) The Group has entered into contracts to purchase finished goods from suppliers in the United States, Canada and Thailand. The Group has entered into forward exchange contracts (for terms not exceeding 8 months) to hedge the exchange rate risk arising from these anticipated future transactions. The Group does not adopt hedge accounting. Foreign currency sensitivity analysis The following table details the sensitivity to a 10% increase and decrease in the Australian dollar against the relevant currencies in relation to foreign exchange exposures. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the possible change in foreign exchange rates. A positive number indicates an increase in profit where the Australia Dollar strengthens against the respective currency. For a weakening of the Australia Dollar against the respective currency there would be an equal and opposite impact on the profit and the balances below would be negative. 2008 Annual Report | 53 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 26 Financial instruments (continued) Consolidated US dollars (USD) impact AUD appreciates by 10% AUD depreciates by 10% Canadian dollars (CAD) impact AUD appreciates by 10% AUD depreciates by 10% Profit or loss $’000 2008 2007 (69) 84 (39) 47 (81) 99 72 (88) (i) This is mainly attributable to the exposure outstanding on foreign currency receivables and payables at year end in the consolidated entity and the parent. (f) Interest rate risk management The Parent and Group are exposed to interest rate risk as they borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings. Exposures to interest rate risk, which is the risk that a financial instrument's value, its borrowing costs and interest income will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on those financial instruments are set out below: Group Financial Instrument Weighted average effective interest rate Note Financial Assets Cash and cash equivalents Redeemable notes Total Financial Assets Financial Liabilities Bank overdrafts Finance leases Other payable Loan payable Convertible notes Total Financial Liabilities % 5.0% 15.8% 10.7% 8.0% 11.0% 9.0% 9.5% 22 11 16 16 15 16 16 Fixed rate maturing in Variable Rate Less than 1 year 1 to 5 years 2008 $ '000 1,111 - 1,111 860 - - 14,791 - 15,651 2007 $ '000 2008 $ '000 2007 $ '000 4 - 4 5,076 - - 2,500 - 7,576 - - - - 69 782 - - 851 - - - - 33 - - 4,981 5,014 2008 $ '000 - 1,674 1,674 - 86 2,373 - - 2007 $ '000 - 1,250 1,250 - 112 - - - 2,459 112 54 | Freedom Nutritional Products Limited For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 26 Financial instruments (continued) Parent Financial Instrument Financial Assets Cash Due from controlled entities Total Financial Assets Financial Liabilities Bank overdrafts Finance leases Loan Payable Convertible notes Total Financial Liabilities Weighted average effective interest rate Note % 5.0% 10.5% 8.2% 8.0% 7.5% 9.5% 22 11 16 16 16 16 Fixed rate maturing in Variable Rate Less than 1 year 1 to 5 years 2008 $ '000 2007 $ '000 2008 $ '000 2007 $ '000 1 - 1 - - - - - 3 - 3 5,097 - 2,500 - 7,597 - - - - 69 - - 69 - - - - 33 - 4,981 5,014 2008 $ '000 - 26,335 26,335 - 86 - - 86 2007 $ '000 - 29,616 29,616 - 112 - - 112 There have been no change to the group's exposure to interest rate risks or the manner in which it manages and measures the risks from the previous period. Interest rate sensitivity analysis The sensitivity analyses below have been determined based on the exposure to interest rates as detailed in the above table at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 100 basis point movement with all other variables being held constant: • the impact on the consolidated entity's net profit will be an increase/decrease of $177,000 (2007: $76,000) respectively; and • the impact on the parent's net profit will be an increase/decrease of $nil (2007: $76,000) respectively. This is mainly attributable to the company's and consolidated entity's exposure to interest rates on its variable rate borrowings. A 100 basis point movement is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the possible change in interest rates. (g) Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group and the Parent. The Group has adopted the policy of only dealing with credit worthy counterparties as a means of mitigating the risk of financial loss from defaults. The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded are spread amongst approved counterparties. Quality of Trade and Other Receivables and Other Financial Assets have been disclosed in notes 10 and 11 respectively. Credit risk from balances with banks and financial institutions is managed by Group Treasury in accordance with a Board approved policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. 2008 Annual Report | 55 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 26 Financial instruments (continued) Counterparty credit limits are reviewed by the Board on an annual basis, and may be updated throughout the year subject to approval of the Board. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through potential counterparty failure. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance sheet date, to recognised financial assets of the Group which have been recognised on the Balance Sheet is the carrying amount, net of any allowance for doubtful debts. (h) Liquidity risk management Liquidity risk arises from the possibility that the Group and the Parent may be unable to settle a transaction on the due date. The ultimate responsibility for liquidity risk management rests with the Board of Directors, who has built an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The Group manages risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecasts and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group and the Parent manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching profiles of financial assets and liabilities. Included in Note 23 is a listing of additional undrawn facilities that the company and the consolidated entity has at their disposal to further reduce liquidity risk. Liquidity risk tables The following table detail the company's and the consolidated entity's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company or the consolidated entity can be required to pay. The tables include both interest and principal cash flows. Weighted average effective interest rate % - - 11.0% - 10.7% 8.0% 9.0% 9.5% Consolidated Financial Liabilities Trade payables Other payables and accruals Other payables Due to related parties Bank overdrafts Finance leases Loan payable Convertible notes Less than 1 year 1 to 5 years More than 5 years 2008 2007 2008 2007 2008 2007 $’000 $’000 $’000 $’000 $’000 $’000 4,995 1,823 850 - 952 82 3,998 - 7,168 2,302 - 271 5,492 50 2,688 5,475 - - 3,400 - - 89 16,138 - - - - - - 131 - - 131 - - - - - - - - - - - - - - - - - - Total Financial Liabilities 12,700 23,446 19,627 56 | Freedom Nutritional Products Limited For personal use only26 Financial instruments (continued) Weighted average effective interest rate % - - - 8.2% 8.0% 7.5% 9.5% Parent Financial Liabilities Trade payables Other payables Due to related parties Bank overdrafts Finance leases Loan payable Convertible notes Notes to the Financial Statements For the year ended 30 June 2008 (continued) Less than 1 year 1 to 5 years More than 5 years 2008 2007 2008 2007 2008 2007 $’000 $’000 $’000 $’000 $’000 $’000 - 64 - - 82 - - 2,153 733 271 5,515 50 2,688 5,475 - - - - 89 - - 89 - - - - 131 2,500 - 2,631 - - - - - - - - - - - - - - - - Total Financial Liabilities 146 16,885 (i) Fair value of financial instruments The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair values. The fair values of financial assets and financial liabilities are determined as follows: • • • the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; the fair value of other financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis; and the fair value of derivative instruments are calculated using quoted prices. Where such prices are not available use is made of discounted cash flow analysis using the applicable yield curve for the duration of the instruments for non-optional derivatives, and option pricing models for optional derivatives. (j) Options In May 2004, the Group entered into arrangements with Ian Thorpe whereby both a wholly owned subsidiary of the Parent (TFG) and Ian Thorpe entered into two joint ventures relating to food and beverages and seafood. The first of these ventures has been formed as Thorpedo Foods Pty Limited (TFG interest 50.01%). Under the arrangements TFG has a call option to acquire up to 75% in Thorpedo Foods Pty Limited until 30 September 2009. The consideration payable is to be calculated based upon EBITDA multiples and will be satisfied by exercise of a call option held by Ian Thorpe for shares in the Parent. These financial instruments do not have a value at 30 June 2008. On 30 June 2005, TFG exercised a call option and acquired an additional 25.01% in Thorpedo Foods Pty Limited bringing its interest in Thorpedo Foods Pty Limited at 30 June 2005 to 50.01%. The additional 25.01% was acquired for $20. 2008 Annual Report | 57 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 27 Key management personnel compensation This report details the nature and amount of remuneration for each Director and the executives receiving the highest remuneration. Remuneration policy Remuneration arrangements for Directors and executives of the Parent and Group (“the Directors and executives”) are set competitively to attract and retain appropriately qualified and experienced Directors and executives. As part of its agreed mandate, the Remuneration and Nomination Committee obtains independent advice when required on the appropriateness of remuneration packages given trends in comparable companies and theobjectives of the consolidated entity’s remuneration strategy. The remuneration structures explained below are designed to attract suitably qualified candidates. The remuneration structures take into account: • • • The capability and experience of the Directors and executives; The Directors and executives ability to control the relevant operational performance; and The amount of incentives within each Director and executive’s remuneration. Executive director and executives Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any FBT charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds. Executive director and executives remuneration levels are reviewed annually by the Remuneration and Nomination Committee through a process that considers the overall performance of the Group. Performance based remuneration Performance based remuneration is at the discretion of the Remuneration and Nomination Committee. This can take the form of share options or cash payments. During the year no options were issued. Options are valued using the bi-nomial method. The following cash retention bonuses were granted (i) Mr. G. J. Hughes on 1 November 2007 for $50,000; and (ii) Mr M Christian on 1 January 2008 for $22,000. Non-executive directors The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Total fees for all non-executive directors, last voted upon by shareholders in October 2006, was not to exceed $300,000 in total. Total fees for 2008 were $167,000 (2007: $122,315). To align director interests with shareholder interests, the directors are encouraged to hold shares in the Parent. The Chairman receives twice the base fee of non-executive directors. Non-executive directors do not receive performance related remuneration. Directors’ fees cover all main Board activities. Non-executive directors who sit on the Remuneration and Nomination Committee and the Audit, Risk and Compliance Committee receive an additional payment of $1,000 and the Chairman of each receives $2,000. There are no termination or retirement retirement benefits for non-executive directors. 58 | Freedom Nutritional Products Limited For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 27 Key management personnel compensation (continued) Service agreements It is the Group’s policy that service contracts are entered into for the CEO which was extended on 1 February 2007. The key terms and conditions are as follows: • • • The contract is for a fixed term to 30 November 2011 The remuneration comprises a fixed component which includes the cost to the Parent of any superannuation contributions made by the Parent on behalf of the CEO; and The Parent can terminate employment at any time without prior notice if the CEO commits any serious breach of any provisions of his agreement or is guilty of an act of serious misconduct or wilful neglect in the discharge of his duties. The CEO may terminate this agreement with one month’s notice and the Parent with six month’s notice. In the event of dismissal by the Parent, other than for breach, the CEO is also entitled to one year’s total remuneration. Parent performance, shareholder wealth and directors and senior management remuneration The remuneration policy of the company and group does not directly link the remuneration of directors and senior executives to parent performance or shareholder wealth. The following table shows the revenue, profits and dividends for the past five years for the Group. Sales Revenue ($000’s) Net Profit / (loss) after tax ($000s) Dividends paid (cents) 2004 32,940 (749) Nil 2005 37,954 310 Nil 2006 46,963 1,434 Nil 2007 48,683 1,174 1 2008 54,082 956 2 The Remuneration and Nomination Committee considers that the Parent’s performance-linked remuneration structure is appropriate to building shareholder value in the medium term. The aggregate compensation made to directors and other members of key management personnel of the Parent and the Group is set out below: Short-term employee benefits Post-employment benefits Share-based payment Consolidated $000 Parent $000 2008 2007 1,601,890 1,019,335 78,992 126,599 338,187 66,350 1,807,481 1,423,872 2008 167,000 15,030 126,599 308,629 2007 122,315 58,988 66,350 247,653 2008 Annual Report | 59 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 27 Key management personnel compensation (continued) Details of key management personnel The directors and other members of key management personnel of the Group during the year were: • • • • • • • • P. R. Gunner (Chairman, non-executive director) G.H. Babidge (Managing Director & Chief Executive Officer) A. M. Perich (Non-executive director) R. Perich (Non-executive director) S. Higgs (Non-executive director), resigned October 2007. M. Miles (Non-executive director) B. W. Bootle (alternate director) R. J. F. Macleod (Executive director) appointed to the Board May 2008. • • • • • G. J. Hughes (Chief Operating Officer) appointed July 2007. P. J. Nathan (General Manager Marketing) M. E. Jenkins (Chief Financial Officer & Company Secretary) M. Christian (General Manager Manufacturing) M. Haupfleisch (General Manager, Specialty Seafoods) appointed March 2008. Determination of remuneration of specified directors Remuneration of non-executive directors comprise fees determined having regard to industry practice and the need to obtain appropriately qualified independent persons. Fees do not contain any non-monetary elements. Remuneration of the executive directors is determined by the Remuneration & Nomination Committee. In this respect, consideration is given to normal commercial rates of remuneration for similar levels of responsibility. Options are granted to the executive directors to acquire ordinary shares in Freedom Nutritional Products Limited. The compensation of each member of the key management personnel of the Group is set out below: 2008 Short term benefits P. R. Gunner G H Babidge $ $ A. M. Perich $ R. Perich S.F. Higgs M. Miles B. W. Bootle R. J. F. Macleod $ $ $ $ $ Salaries and fees 63,000 325,871 30,000 32,000 10,000 32,000 Bonus Non monetary Post employment benefits - - - - - - - - - - - - Superannuation 5,670 13,129 2,700 2,880 900 2,880 - - - - 211,871 - - 13,129 Equity compensation Options Total Short term benefits Salaries and Fees Bonus Non monetary Post employment benefits Superannuation Equity compensation Options Total 60 | Freedom Nutritional Products Limited - 42,934 - - - - 68,670 381,934 32,700 34,880 10,900 34,880 22,731 22,731 42,934 267,934 G.J. Hughes P. J. Nathan M. E. Jenkins M. Christian M. Haupfleisch Total $ $ $ $ $ $ 144,843 185,000 223,509 50,000 - - 27,000 - - 10,421 12,283 15,000 - 9,000 9,000 189,596 22,000 - - - 55,200 1,502,890 - - - - 72,000 27,000 - 78,992 - 126,599 283,930 193,126 209,000 211,596 55,200 1,807,481 For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 27 Key management personnel compensation (continued) 2007 P. R. Gunner G H Babidge (i) A. M. Perich R. Perich S.F. Higgs M. Miles C. C. Grubb B. W. Bootle (i) $ $ $ $ $ $ $ $ Short term benefits Salaries and fees 31,167 223,487 24,167 27,000 26,833 2,000 Non monetary Post employment benefits - 1,513 - - - - Superannuation 25,695 100,000 2,175 2,430 2,415 17,620 - - - 13,259 13,259 3,815 - - - 3,815 - 25,045 - - - - 56,862 350,045 26,342 29,430 29,248 19,620 M. van Ryn G. J. Reaney R. J. F. Macleod (i) P. J. Nathan (ii) M. E. Jenkins (ii) H. A. Hurwitz B. A. O’Brien Total $ $ $ $ $ $ $ $ - - 7,333 187,314 137,325 - - - 150,933 1,367 137,821 - 41,761 15,500 1,000,956 18,380 Equity compensation Options Total Short term benefits Salaries and Fees Non monetary Post employment benefits Superannuation 7,993 660 12,686 32,829 27,700 12,179 93,805 338,187 Equity compensation Options Total - 7,993 - 7,993 25,045 225,045 1,500 1,500 - - 66,349 171,654 181,500 150,000 151,066 1,423,872 (i) (ii) On 30 November 2006 share options were granted under the employee share option plan. Further details of the options granted are contained in notes 28 and 29. On 26 April 2007 share options were granted under the employee share option plan. Further details of the options granted are contained in notes 28 and 29. 28 Related party transactions (a) Equity interests in related parties (i) Equity interests in subsidiaries Details of the percentage of ordinary shares held in subsidiaries are disclosed in note 31 to the financial statements. (ii) Equity interest in joint ventures Details of interests in joint ventures are disclosed in note 33 to the financial statements. (b) Transactions with key management personnel (i) Key management personnel compensation Details of key management personnel compensation are disclosed in note 27 to the financial statements. 2008 Annual Report | 61 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 28 Related party transactions (continued) (ii) Key management personnel equity holdings Fully paid ordinary shares of the Parent 2008 P. R. Gunner G.H. Babidge A. M. Perich (2) R. Perich (2) S. F. Higgs M. Miles B. W. Bootle R. J. F. Macleod G. J. Hughes P. Nathan M. E. Jenkins M. Christian M. Haupfleisch 2007 P. R. Gunner G. H. Babidge A. M. Perich (1) (2) R. Perich (2) S. F. Higgs M. Miles B. W. Bootle M. van Ryn C. C. Grubb G. J. Reaney R. J. F. Macleod P. Nathan M. E. Jenkins H. A. Hurwitz B. A. O’Brien Balance at 1 July 2007 Granted as compensation Received on exercise of options Net other change Balance at 30 June 2008 No. 321,017 69,217 34,901,799 34,901,799 384,615 51,069 40,855 156,108 - 40,000 30,326 - - No. No. - - - - - - - - - - - - - - - - - - - - - - - - - - No. 39,500 - 628,586 628,586 - 53,284 1,631 - - - - - - No. 360,517 69,217 35,530,385 35,530,385 384,615 104,353 42,486 156,108 - 40,000 30,326 - - Balance at 1 July 2006 Granted as compensation Received on exercise of options Net other change Balance at 30 June 2007 No. 204,346 69,217 8,771,289 8,771,289 384,615 - - 172,074 8,068,435 8,068,435 156,108 - 30,326 - - No. No. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - No. 116,671 - 26,130,510 26,130,510 - 51,069 40,855 (172,074) (8,058,435) (8,054,430) - 40,000 - - - No. 321,017 69,217 34,901,799 34,901,799 384,615 51,069 40,855 - 10,000 14,005 156,108 40,000 30,326 - - (1) Mr A. M. Perich joined the board as a non-executive director in July 2006. He is joint managing director with Mr R. Perich of Arrovest Pty Ltd. At the date of his appointment Arrovest Pty Ltd already held shares consistent with those shown for Mr R. Perich. (2) Messrs A. M. Perich and R. Perich each hold an interest in Arrovest Pty Limited which is a registered holder of shares in the Parent. 62 | Freedom Nutritional Products Limited For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 28 Related party transactions (continued) Share options of the Parent Balance at 1 July Lapsed Granted as compensation Exercised Net other change Balance at 30 June Balance vested at 30 June Vested but not exercisable Vested and exercisable Options vested during year No. No. No. No. No. No. No. No. No. No. 2008 G.H. Babidge 2,400,000 B. W. Bootle 900,000 R. J. F. Macleod 2,000,000 P. Nathan 300,000 - - - - M. E. Jenkins 400,000 (100,000) 2007 G.H. Babidge 1,925,000 B. W. Bootle - R. J. F. Macleod 650,000 P. Nathan M. E. Jenkins Dr V Lakshminarayana - 100,000 50,000 H.A. Hurwitz 50,000 - - - - - - - - - - - - 1,700,000 900,000 1,700,000 300,000 300,000 - - - - - - - - - - - - - - - - - - - 2,400,000 1,125,000 900,000 2,000,000 300,000 300,000 225,000 725,000 150,000 150,000 (1,225,000) 2,400,000 700,000 - 900,000 - (350,000) 2,000,000 300,000 - - - - 300,000 400,000 50,000 - 100,000 50,000 50,000 50,000 - - - - - - - - - - - - 1,125,000 225,000 725,000 150,000 150,000 700,000 - 300,000 - 100,000 50,000 50,000 425,000 225,000 425,000 150,000 150,000 - - - - - - - All share options issued to key management personnel were made in accordance with the provisions of the Employee Share Option Plan. During the financial year nil options (2007: nil) were exercised by key management personnel. Further details of the Employee Share Option Plan and of share options granted during 2008 and 2007 financial years are contained in note 29 to the financial statements. (iii) Other transactions with key personnel of the Group Profit for the financial year ended 30 June 2007 included $124,000 on the sale of land and buildings to Contract Beverage Packers of Australia Pty Ltd (CBPA) which is a 50: 50 joint venture with Leppington Pastoral Company which is owned by members of the Perich family. For further transactions with key personnel of the Group, refer to transactions between Parent and its related parties below. (c) Transactions with other related parties Other related parties include: • • • • • the parent entity entities with joint control or significant influence over the Group. joint ventures in which the entity is a venturer subsidiaries other related parties 2008 Annual Report | 63 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 28 Related party transactions (continued) (i) Transactions between Parent and its related parties During the financial year, the following transactions occurred between the Parent and its related parties: • • • • • • • the Parent recognised tax payable in respect of the tax liabilities of its wholly-owned subsidiaries. Payments to/from the Parent are made in accordance with the terms of the tax funding arrangement. the Parent made dividend payments totalling $702,000 to its ultimate parent entity (2007: $348,000). The ultimate parent entity Arrovest Pty Ltd holds 65% of the fully paid ordinary shares of Freedom Nutritional Products Limited (2007: 78%). the Parent received interest income of $nil (2007: $1,162,000) from controlled entities. Interest is receivable on the last business day of the financial year. the Parent made payments of $215,396 (2007: $1,562,000) to a controlled entity for selling, corporate and financial services. The amount is payable on the last day of the financial year. the Parent paid rental income of $57,000 (2007: $nil) to CBPA. the Parent received fees for management services provided of $15,000 (2007: $3,750) from CBPA. The Group was reimbursed by CBPA $2,407,000 (2007: $2,134,000) for labour services provided. The following balances arising from transactions between the Parent and its other related parties are outstanding at reporting date: • • • Non Current loans totalling $26,335,000 are receivable from subsidiaries (2007: $29,616,000). Current loans totalling $955,000 are receivable from joint ventures (2007: $1,476,000). Current loans totalling $nil are repayable to the associate of the ultimate parent (2007: $271,000). All amounts advanced to or payable to related parties are unsecured and are at call. The amounts outstanding will be settled in cash. No guarantees have been given or received. No expense has been recognised during the financial year for bad or doubtful debts in respect of the amounts owed by related parties. Transactions and balances between the Parent and its subsidiaries were eliminated in the preparation of the consolidated financial statements of the Group. (ii) Transactions between the Group and its related parties During the financial year, the following transactions occurred between the Group and its other related parties: • • • • • CBPA sold goods totalling $7,668,000 (2007: $nil) to the Group at cost. The Group made interest payments of $57,000 (2007: $nil) to Arrovest Pty Ltd. The weighed average interest rate on the loans is 9%. The Group received rental income of $17,000 (2007: $nil) from A2DP. The Group was reimbursed by A2DP $883,000 (2007: $18,000) for labour and other administrative services provided. The Group received interest income of $184,000 (2007: $7,000) from A2DP on its convertible notes. effective interest rate on the convertible notes is 15.8% (2007: 15.8%). The These services are provided under normal terms and conditions. The following balances arising from transactions between the Group and its other related parties are outstanding at reporting date: • • Current loans totalling $707,000 are receivable from joint ventures (2007: $1,476,000) Current loans totalling $nil are repayable to the associate of the ultimate parent (2007: $271,000) All amounts advanced to or payable to related parties are unsecured and are subordinated to other liabilities. The amounts outstanding will be settled in cash. No guarantees have been given or received. No expense has been recognised during the financial year for bad or doubtful debts in respect of the amounts owed by related parties. 64 | Freedom Nutritional Products Limited For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 28 Related party transactions (continued) (iii) Transactions between joint ventures in which the entity is a venturer and other related parties of the Group. During the financial year, the following transactions occurred between joint ventures in which the entity is a venturer and other related parties of the Group: • • Leppington Pastoral Company sold goods and services totalling $5,147,000 (2007: $253,000) to CBPA at cost. CBPA incurred a Dairy Management Fee payable to Leppington Pastoral Company totalling $111,000 (2007: $15,000). These services are provided under normal terms and conditions. (iv) Guarantee The Parent has guaranteed bank debt up to $1.5m for the debts of a jointly controlled entity. The amount of the exposure at balance date is $nil (2007: $nil). (d) Parent entities The Parent entity of the Group is Freedom Nutritional Products Limited and the ultimate parent entity is Arrovest Pty Ltd which is incorporated in Australia. 29 Share based payments - Employee Share Option Plan Senior employees are eligible to participate in the share scheme under which executives are issued options to acquire shares in the Parent. Each employee share option converts into one ordinary share of the Parent on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. The options granted expire within five years of their issue, or one year of the resignation of the senior employee, whichever is the earlier. In relation to options issued during the financial year ended 30 June 2007 option series 7 vest in four equal tranches over a period of 4 years and option series 8 vests in two equal tranches over two years. The following share-based payment arrangements were in existence during the current and comparative reporting periods: Number Grant date Expiry date Exercise price Fair value at grant Option series (1) Issued 1 January 2002 (2) Issued 1 January 2002 (3) Issued 1 January 2002 (4) Issued 29 January 2003 (5) Issued 3 September 2003 (6) Issued 27 July 2005 (7) Issued 30 November 2006 (8) Issued 26 April 2007 333,334 333,333 333,333 700,000 275,000 1,000,000 4,300,000 600,000 1/01/02 1/01/02 1/01/02 29/01/03 3/09/03 27/07/05 30/11/06 26/04/07 28/03/07 28/03/07 28/03/07 29/01/08 3/09/08 27/07/10 30/11/11 26/04/10 $ 0.90 1.00 1.10 0.80 0.85 0.50 0.50 0.50 $ - - - - - - 0.10 0.10 The weighted average fair value of the share options granted during the financial year is nil (2007: $0.10). Options were priced using a binomial option pricing model. Where relevant, the expected life used in the model has been adjusted on management’s best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations. Expected volatility is based on historical share price volatility over the past 2 years. It is expected that options will be exercised only in the event of market price exceeding exercise price. 2008 Annual Report | 65 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 29 Share based payments - Employee Share Option Plan (continued) Inputs into the model Grant date share price Exercise price Expected volatility Option life Dividend yield Risk-free interest rate Series 1 Series 2 Series 3 Series 4 Series 5 Series 6 Series 7 Series 8 0.72 0.90 15% 0.72 1.00 15% 0.72 1.10 15% 0.60 0.80 15% 0.80 0.85 15% 0.38 0.50 15% 0.50 0.50 20% 0.48 0.50 20% 5.25 years 5.25 years 5.25 years 5 years 5 years 5 years 5 years 3 years Nil 6.0% Nil 6.0% Nil 6.0% Nil 6.0% Nil 6.0% Nil 6.0% 2.5% 8% 2.5% 8% The following reconciles the outstanding share options granted under the employee share option plan at the beginning and end of the financial year: Balance at beginning of the financial year Granted during financial year Lapsed during financial year Cancelled during financial year Exercisable at end of financial year 2008 2007 Number of options 6,100,000 (200,000) - 5,900,000 2,375,000 Weighted average exercise price $ Number of options Weighted average exercise price $ 0.51 - 0.80 0.50 0.50 2,975,000 4,900,000 (200,000) (1,575,000) 6,100,000 1,200,000 0.77 0.50 0.84 0.93 0.51 0.55 Balance at end of the financial year The share options outstanding at the end of the financial year had an average exercise price of $0.50 (2007: $0.51), and a weighted average remaining contractual life of 1,105 days (2007: 1,501 days). No options were exercised during the financial year. 30 Contingent liabilities Bank guarantee given to a supplier arising out of the normal course of business. No liability is expected to accrue. Consolidated $000 2008 17 2007 51 Parent $000 2008 17 2007 20 A statement of claim received in a prior period was settled for $25,000 during the financial year 30 June 2008 66 | Freedom Nutritional Products Limited For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 31 Controlled entities Controlled Entity Paramount Seafoods Pty Limited (iii) Nutrition Ventures Pty Limited (iii) Nutrition Ventures Financing Pty Limited (i) (iii) Freedom Foods Pty Limited (iii) Australian Natural Foods Holdings Pty Limited (iii) Thorpedo Foods Group Pty Limited (iii) Thorpedo Foods Pty Limited Thorpedo Seafoods Pty Limited Country of Incorporation Ownership interest Australia Australia Australia Australia Australia Australia Australia Australia 2008 100% 100% 100% 100% 100% 100% 50.01% 75% 2007 100% 100% - 100% 100% 100% 50.01% 75% The consolidated income statement and balance sheet of the entities party to the deed of cross guarantee is the consolidated income statement and balance sheet included in the 2008 financial report. (i) Nutrition Ventures Financing Pty Limited was incorporated on 1 October 2007. (ii) Subsequent to year end Norganic Foods Pty Limited was incorporated on 23 July 2008. (iii) These companies are members of the tax consolidated group. 32 Companies party to deed of cross guarantee The following have entered into a deed of cross guarantee as a condition to obtaining relief under ASIC Class Order 98/1418 from the Corporations Act 2001 requirements to prepare and lodge an audited financial report and a directors’ report. Members of the closed group are: • • • • Freedom Nutritional Products Limited Paramount Seafoods Pty Limited Nutrition Ventures Pty Limited Nutrition Ventures Financing Pty Limited • • • Freedom Foods Pty Limited Australian Natural Foods Holdings Pty Limited Thorpedo Foods Group Pty Limited Each party to the deed of cross guarantee, guarantees to each creditor in the group payment in full of any debt upon winding up under the provisions of the Corporations Act 2001 or, in any other case, if six months after a resolution or order for winding up, any debt of a creditor that has not been paid in full. The consolidated financial report of the closed group would not be materially different from the report of the group as a whole. 33 Jointly controlled operations and assets The Group is a venturer in the following jointly controlled operations and assets Name of venture Country of incorporation Principal activity 2008 2007 CBPA A2DP Australia Australia Contract beverage packing services Sale of a2 milk 50 1 50 1 Output interest % 2008 Annual Report | 67 For personal use only Notes to the Financial Statements For the year ended 30 June 2008 (continued) 33 Jointly controlled operations and assets (continued) Reconciliation of movement in investments accounted for using the equity method: Balance at 1 July Share of loss for the year Dividends Additions Balance at 30 June CBPA $000 2008 768 (317) 451 - 150 601 2007 450 (135) 315 - 453 768 A2DP $000 2008 329 (38) 291 - 622 913 2007 - (1) (1) - 330 329 Summarised financial information in respect of Freedom Nutritional Products Limited’s share in the joint venture is set out below: Current assets Non current assets Total assets Current liabilities Non current liabilities Total Liabilities Net assets Shareholder funds Revenue Loss after income tax 3,202 4,894 8,096 3,168 4,799 7,967 129 129 5,451 (317) 1,699 4,905 6,604 2,609 3,700 6,309 295 295 1,088 (135) 42 13 55 28 65 93 (38) (38) 109 (38) 16 13 29 6 25 31 (2) (2) 6 (1) 34 Assets pledged as security In accordance with the security arrangements of liabilities, as disclosed in note 16 to the financial statements, all non-current assets of the Group, except goodwill and deferred tax assets, have been pledged as security. The holder of the security does not have the right to sell or repledge the assets. The Group does not hold title to the equipment under finance lease pledged as security. 35 Acquisition of business On 29 October 2007, the consolidated entity acquired the business assets of Norganic Foods (Australia) Pty Ltd, specialising in the health food category. There were also additional incidental costs associated with the acquisition of the Cookieman baking assets. The Cookieman baking assets were acquired on 18 May 2007. The assets were acquired for the principal activity of biscuit baking. Details of the acquisition and additional incidental costs are as follows: Purchase consideration - Norganic Foods (Australia) Incidental costs - Norganic Foods (Australia) Purchase consideration - Cookieman Incidental costs - Cookieman Cash consideration 68 | Freedom Nutritional Products Limited Consolidated $000 Company $000 2008 4,500 618 - 56 5,174 2007 2008 2007 - - 1,247 432 1,679 - - - - - - - - - - For personal use onlyNotes to the Financial Statements For the year ended 30 June 2008 (continued) 35 Acquisition of business (continued) The purchase consideration for the business assets of Norganic Foods (Australia) included deferred consideration of $1,000,000. This deferred consideration is dependent on this business achieving certain sales volume and ranging benchmarks within the first 12 months after the date of acquisition. At the date of this report, the payment of the deferred consideration is not considered probable and as such this deferred consideration has not been recognised as a liability. Should this deferred consideration be required to be paid, the value of intangibles would increase by the amount of the deferred consideration. Net Assets Acquired Assets Prepayment Inventory Deferred tax assets Plant and equipment Brand Names Liabilities Employee entitlements Income in advance Goodwill Norganic Foods (Australia) Cookieman Bake house Book Value $000 Fair Value Adjustment $000 Fair Value on Acquisition $000 Book Value $000 Fair Value Adjustment $000 Fair Value on Acquisition $000 - 493 - - 4,625 - - 5,118 - - - - - - - - - 493 - - 4,625 - - 5,118 - 5,118 9 412 78 1,008 - (196) (64) 1,247 - - - - - 216 - - - 216 - - 9 412 78 1,224 - (196) (64) 1,463 272 1,735 The accounting for the acquisition of the Cookie man Baking assets and for Norganic Foods (Australia) is final as at 30 June 2008. Any goodwill arising from business combinations is recognised because the cost of the combination included a control premium paid to acquire the business combination. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit expected synergies, revenue growth, and future market development . These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. Included in the net profit for the period is $513,000 attributable to the additional business generated by Norganic Foods (Australia). In 2007 additional business attributable to the Cookie man baking assets contributed $44,000 to net profit for the period. 36 Subsequent events No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in subsequent financial years. 2008 Annual Report | 69 For personal use only Directors’ Declaration For the year ended 30 June 2008 Freedom Nutritional Products Linmited Directors’ Declaration For The Year Ended 30 June 2008 The director’s 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) in the directors’ opinion, the attached 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 company and the consolidated entity; and (c) 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 directors made pursuant to s.295 (5) of the Corporations Act 2001. On behalf of the directors P. R. Gunner Chairman Sydney, 2 September 2008 G.H. Babidge Managing Director 70 | Freedom Nutritional Products Limited For personal use only Independent Audit Report Deloitte Touche Tohmatsu A.B.N. 74 490 121 060 The Barrington Level 10 10 Smith Street Parramatta NSW 2150 PO Box 38 Parramatta NSW 2124 Australia DX 28485 Tel: +61 (0) 2 9840 7000 Fax: +61 (0) 2 9840 7001 www.deloitte.com.au Independent Auditor’s Report to the members of Freedom Nutritional Products Limited Report on the Financial Report We have audited the accompanying financial report of Freedom Nutritional Products Limited, which comprises the balance sheet as at 30 June 2008, and the income statement, cash flow statement and statement of changes in equity for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages 20 to 70. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 3, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. Liability limited by a scheme approved under Professional Standards Legislation. 49 2008 Annual Report | 71 For personal use only Independent Audit Report (continued) We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Auditor’s Independence Declaration In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s Opinion In our opinion: (a) the financial report of Freedom Nutritional Products Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2008 and of their performance for the year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 3. Report on the Remuneration Report We have audited the Remuneration Report included in pages 7 to 11 of the directors’ report for the year ended 30 June 2008. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s Opinion In our opinion the Remuneration Report of Freedom Nutritional Products Limited for the year ended 30 June 2008, complies with section 300A of the Corporations Act 2001. DELOITTE TOUCHE TOHMATSU P A Roberts Partner Chartered Accountants Parramatta, 2 September 2008 72 | Freedom Nutritional Products Limited 50 For personal use only Shareholder Statistics Shareholding Substantial shareholders The number of shares held by the substantial shareholder as listed in the Parent’s register as at 31 August 2008 is: Shareholder Arrovest Pty Limited Telunapa Pty Ltd Number 35,853,870 9,000,000 Class of shares and voting Rights At 31 August 2008, there were 54,606,737 ordinary shares of the Parent on issue. The Parent’s listed ordinary shares are of one class with equal voting rights and all are quoted on a Member Exchange of the Australian Stock Exchange Limited (the home exchange being the Australian Stock Exchange (Sydney) Limited). DISTRIBUTION OF SHAREHOLDERS AS AT 31 August 2008 Category 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - and over Ordinary 322 276 91 132 21 842 Non marketable securities which are holdings of less than 1,099 ordinary shares are held by 345 shareholders. This statistic is based on the share register as at 31 August 2008. 2008 Annual Report | 73 For personal use onlyShareholder Statistics (continued) 20 LARGEST ORDINARY SHAREHOLDERS AS AT 31 August 2008 Number of Ordinary Shares Held % Held of Ordinary Capital Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Arrovest Pty Limited Telunapa Pty Ltd Mr J Ripplinger East Coast Rural Holdings Pty Limited Mr & Mrs S Higgs Mr & Mrs P Gunner ATF Perry Gunner Superannuation Fund Mr & Mrs J Perry Rakzirre Pty Limited Mr T E Morris Anisam Pty Limited Economic Consultancy Services Pty Ltd National Nominees Limited Mr L Lip & Ms Y F Chong Gallium Pty Limited Cebourn Partners Pty Limited Berzins Asset Management Pty Limited Symspur Pty Limited Mr Gary Douglas Spence Goldacre Investments Pty Ltd ATF Goldacre Superannuation Fund RD & KA McGavin Pty Limited ATF RD & KA McGavin Superannuation Fund 35,853,870 9,000,000 1,000,000 440,373 384,615 360,517 200,000 195,137 194,054 192,308 192,308 186,502 171,495 162,180 156,108 150,000 140,871 125,674 124,372 115,385 65.66% 16.48% 1.83% 0.81% 0.70% 0.66% 0.37% 0.36% 0.36% 0.35% 0.35% 0.34% 0.31% 0.30% 0.29% 0.27% 0.26% 0.23% 0.23% 0.21% The proportion of ordinary shares held by the 20 largest shareholders is % 90.37% Stock exchanges that have granted quotation to the securities of the Parent quoted in Australia: All Member Exchanges. 49,345,769 90.37% 74 | Freedom Nutritional Products Limited For personal use onlyCorporate Directory Auditor Deloitte Touche Tohmatsu Chartered Accountants The Barrington, Level 10, 10 Smith Street, Parramatta NSW 2150 Tel: (02) 9840 7000 Fax: (02) 9840 7001 Company Secretary Michael Jenkins Principal Registered Office Solicitors 80 Box Road, Taren Point NSW 2229 Tel: (02) 9526 2555 Fax: (02) 9525 5406 Share Registry Registries Limited Level 7, 207 Kent Street, Sydney NSW 2000 Tel: (02) 9290 9600 Fax: (02) 9279 0664 Insurance Brokers InterRisk Australia Pty Limited Level 1, 7 Macquarie Place, Sydney NSW 2000 Tel: (02) 9346 8050 Fax: (02) 9346 8051 Gilbert & Tobin 2 Park Street, Sydney NSW 2001 Tel: (02) 9263 4000 Fax: (02) 9263 4111 Addisons Level 12, 60 Carrington Street, Sydney NSW 2000 Tel: (02) 8915 1000 Fax: (02) 8916 2000 Banker Bank of Western Australia Level 26, 45 Clarence Street, Sydney NSW 2000 Tel: (02) 8299 8000 Fax: (02) 8299 8293 Management Geoff Babidge - Managing Director Rory Macleod - Executive director, Strategic and Corporate Development Michael Jenkins - Chief Financial Officer and Company Secretary Peter Nathan - General Manager of Marketing Mark Christian - General manager of manufacturing Megan Hauptfleisch - Business Unit Manager - Specialty Seafood 2007 Annual Report | 75 For personal use onlyFreedom Nutritional Products Limited ABN 41 002 814 235 | Ph: 02 9526 2555 | Fax: 02 9525 5406 80 Box Road Taren Point NSW 2229 | PO Box 2531 Taren Point NSW 2229 For personal use only

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