korvest
Annual Report 2014

Plain-text annual report

A N N U A L R E P O R T 2 0 1 4 ANNUAL REPORT 2 0 1 4 Korvest Ltd, 580 Prospect Road, Kilburn, South Australia, 5084 Ph: (08) 8360 4500 Fax: (08) 8360 4599 WWW.KORVEST.COM.AU EZYSTRUT.COM.AU KORVESTGALVANISERS.COM.AU TITANTOOLS.COM.AU POWERSTEP.COM.AU KORVEST LTD ABN 20 007 698 106 ANNUAL REPORT 30 JUNE 2014 10 DIRECTORS’ REPORT (INCLUDING REMUNERATION REPORT) 34 5 YEAR SUMMARY 35 CORPORATE GOVERNANCE STATEMENT 44 CONSOLIDATED STATEMENT OF CASH FLOWS 42 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 43 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 45 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 46 NOTES TO THE FINANCIAL STATEMENTS 91 AUDIT REPORT 94 ASX ADDITIONAL INFORMATION 93 LEAD AUDITOR’S INDEPENDANCE DECLARATION JOHN DICKIE ENGINEERING MANAGER, KORVEST KORVEST’S PEOPLE ARE OUR MOST IMPORTANT ASSETS. PEOPLE MAKE PRODUCTS, AND PRODUCE RESULTS. WE WOULD BE NOTHING WITHOUT THEM, SO TO ALL OUR PEOPLE I SAY THANK YOU FOR YOUR EFFORTS. ALEXANDER KACHELLEK, MANAGING DIRECTOR KORVEST LTD (ASX:KOV) HAS AN ENVIABLE REPUTATION WITHIN INDUSTRY THROUGH BEING ABLE TO PROVIDE ENGINEERED SOLUTIONS AND FINISH PROJECTS ON TIME AND WITHIN BUDGET WITH A COMBINATION OF OFF-THE-SHELF PRODUCTS, AND CUSTOMISED SPECIALS. WWW.KORVEST.COM.AU PATRICK CANNY MANAGER ACQUISITIONS & GROWTH, KORVEST STEVE JEFFS HSEQ MANAGER, KORVEST EZYSTRUT MANUFACTURES ONE OF THE MOST DIVERSE RANGE OF CABLE AND PIPE SUPPORT SOLUTIONS IN THE INDUSTRY, SUITABLE FOR ALMOST ANY APPLICATION AND IN A VARIETY OF FINISHES. EZYSTRUT REMAINS THE ONLY MAJOR AUSTRALIAN MANUFACTURER OF CABLE AND PIPE SUPPORTS. WWW.EZYSTRUT.COM.AU CHRIS HARTWIG EXECUTIVE GENERAL MANAGER, EZYSTRUT STEVEN EVANS GENERAL MANAGER, KORVEST GALVANISERS A MEMBER OF THE GALVANIZING ASSOCIATION OF AUSTRALIA (GAA), KORVEST GALVANISERS IS A LEADING GALVANISER IN AUSTRALIA. WITH ALL WORK FINISHED TO AS/NZS4680:2006 AND WITH STRINGENT QUALITY CONTROL THROUGHOUT THE PROCESS, KORVEST HAS BEEN SOUGHT FOR INTERNATIONAL GALVANISING REQUIREMENTS. WWW.KORVESTGALVANISERS.COM.AU PAUL ASSAF GENERAL MANAGER, TITAN AND POWER STEP TITAN TECHNOLOGIES HAS DIVERSE AND EXTENSIVE EXPERTISE AND EXPERIENCE IN BOLTING SOLUTIONS. WWW.TITANTOOLS.COM.AU POWER STEP IS A LEADING DESIGNER, MANUFACTURER AND DISTRIBUTOR OF SAFETY ACCESS SYSTEMS FOR ALL MAKES AND MODELS OF LARGE MOBILE EQUIPMENT. WWW.POWERSTEP.COM.AU DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 THE DIRECTORS PRESENT THEIR REPORT TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP COMPRISING OF KORVEST LTD (‘THE COMPANY’) AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2014 AND THE AUDITOR’S REPORT THEREON. DIRECTORS The directors of the Company at any time during or since the end of the financial year are: PETER W STANCLIFFE BE (CIVIL) FAICD 66 Chairman, Independent Non-Executive Director Appointed as a Director and Chairman on 1 January 2009 Director Hills Holdings Limited Director Automotive Holdings Group Limited GRAEME A BILLINGS BCOM FCA MAICD 58 Independent Non-Executive Director Appointed 3 May 2013 Chairman of Audit Committee Mr Billings retired from PricewaterhouseCoopers in 2011 after 34 years where he was a senior partner in the Assurance practice Director G.U.D. Holdings Limited Director Clover Corporation Limited STEVEN J W MCGREGOR BA (ACC), CA, AGIA, ACIS 42 Finance Director Company Secretary since April 2008 Appointed as Finance Director 1 January 2009 ALEXANDER H W KACHELLEK BSC.CENG MIET FAICD Managing Director A Director since June 2007 61 Mr Kachellek has experience in a number of industries including Data Communications and Automotive, Lean Operations Consultancy and Manufacturing Director Austmine Ltd GARY N FRANCIS BSC.HON. (CIVIL), MAICD 59 Independent Non-Executive Director Appointed 11 February 2014 Chairman of Remuneration Committee PETER BRODRIBB F.I.E (AUST) 69 Non-Independent Non-Executive Director A Director since 1984 Appointed Non-Executive Director in January 2005 after retiring from the position of Managing Director that he had held since 1984 COMPANY SECRETARY Mr Steven J W McGregor CA, AGIA, ACIS, BA(Acc) was appointed to the position of company secretary in April 2008. Mr McGregor previously held the role of chief operating officer and company secretary with an unlisted public company for seven years. RE-ELECTIONS In accordance with the Articles of Association, Steven McGregor and Gary Francis retire from the Board at the forthcoming Annual General Meeting on 24 October 2014. Both are eligible for re-election at that meeting and offer themselves accordingly. 10 11 DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 DIRECTORS’ MEETINGS DIVIDENDS The number of directors’ meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the financial year are: DIRECTOR Mr PW Stancliffe Mr AHW Kachellek Mr P Brodribb Mr SJW McGregor Mr GA Billings Mr GN Francis BOARD MEETINGS AUDIT COMMITTEE MEETINGS REMUNERATION COMMITTEE MEETINGS A 13 13 13 13 13 6 B 13 13 13 13 13 6 A 4 - 4 - 4 1 B 4 - 4 - 4 1 A 1 - 1 - 1 1 B 1 - 1 - 1 1 A = Number of Board meetings attended B = Total Number of Board meetings available for attendance FINANCIAL RESULTS The revenue from trading activities for the year under review was $73.76m, up 19.5% on the previous year. Profit after tax was $5.6m, up by 46.5%. The overall results for the year were pleasing with steady growth achieved in the first half followed by a much-improved second half as a number of larger oil and gas projects reached the supply stage. In April the Directors announced that the Indax business would be disposed of to allow for the expansion of the EzyStrut business into the premises occupied by Indax. Having regard for the initial offers received for portions of the Indax assets the value of Indax inventory and fixed assets have been impaired as at 30 June 2014. The Indax assets are now recorded as assets held for sale for reporting purposes. The review of operations set out below contains more detailed commentary in relation to business performance during the year. The directors announced a fully franked dividend of 31.0 cents per share compared to 20.0 cents per share last year and 26.0 cents at the half year. In addition, as a capital management initiative, a fully franked special dividend of 100.0 cents per share was paid in June 2014. The full year dividend in relation to the 2014 year will therefore be 157.0 cents per share compared to 46.0 cents per share for the previous year. As a result of the underwritten Special dividend a further 1.6 million shares were issued on 27 June. These shares will participate in the final dividend declared of 31.0 cents. To provide a more meaningful comparative the 31.0 cent final dividend is the equivalent of a 36.0 cent dividend after allowing for the issue of the new shares. On a like for like basis the ordinary dividends paid in relation to the 2014 financial year is the equivalent of 62.0 cents, an effective 35% increase on the 42.0 cents paid relating to the 2013 financial year. In conjunction with the June 2014 Special dividend, Korvest implemented the Korvest Dividend Reinvestment Plan (“DRP”). The DRP provided eligible shareholders with the opportunity to reinvest all or part of their Special Dividend entitlement in Korvest shares, free of any transaction costs, instead of receiving cash. The strength of the Korvest balance sheet means that the DRP will be suspended for the final dividend and is unlikely to be reactivated for ordinary dividends whilst Korvest has no or extremely low levels of gearing. A summary of dividends paid or declared by the Company to members since the end of the previous financial year were: DECLARED AND PAID DURING THE YEAR 2014 Special 2014 Interim 2014 ordinary Final 2013 ordinary Total amount CENTS PER SHARE TOTAL AMOUNT $’000 FRANKED/ UNFRANKED DATE OF PAYMENT 100.0 26.0 20.0 8,822 2,269 1,739 12,830 Fully franked 27 June 2014 Fully franked 12 March 2014 Fully franked 6 September 2013 Franked dividends declared and paid during the year were franked at the rate of 30 per cent. DECLARED AFTER END OF YEAR After the reporting date the following dividends were proposed by the directors. The dividends have not been provided for and there are no income tax consequences to the Company. Final ordinary Total amount 31.0 3,240 3,240 Fully franked 5 Sep 2014 The financial effect of these dividends has not been brought to account in the financial statements for the year ended 30 June 2014 and will be recognised in subsequent financial reports. DIVIDENDS HAVE BEEN DEALT WITH IN THE FINANCIAL REPORT AS: -Dividends -Dividends – subsequent to 30 June 2014 24 24 12,830 3,240 NOTE TOTAL AMOUNT $’000 12 13 DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 STRATEGY AND FUTURE PERFORMANCE Korvest’s businesses service a number of major markets including mining, infrastructure, commercial and industrial. Activity in these markets showed signs of recovery during the year albeit the improved performance was inconsistent. Some larger and mid- sized projects were supplied during the year however the day-to-day business remains difficult and for those businesses unable to secure the small number of reasonable sized projects, trading was challenging. Korvest’s businesses continue to hold strong market positions and are therefore well equipped to take advantage of opportunities as they arise. Korvest continues to have a strong balance sheet providing the capacity for further growth by acquisition. Korvest would consider taking on a prudent level of debt to fund suitable acquisitions. In which case, as a guide, Korvest would look to maintain a gearing ratio, measured as net debt/(net debt plus equity), at below 25%. Korvest has a long history of paying franked dividends. Since July 2012 the Korvest dividend policy has been to distribute 100% of after tax profits. This policy was adopted due to the Group’s strong balance sheet, available franking credits and the absence of a sizeable acquisition. The policy remains in place for the 2014 final dividend. With the longer term goal being to grow the business by acquisition the dividend policy will continue to be monitored with these factors in mind. Subject to future growth opportunities and their funding requirements the longer term target dividend payout ratio is in the 65-90% range. PRINCIPAL ACTIVITIES AND REVIEW OF OPERATIONS The principal continuing activities of the Group consist of hot dip galvanising, sheet metal fabrication, manufacture of cable and pipe support systems and fittings, design and assembly of access systems for large mobile equipment and sale, repair and rental of high torque tools. The Group is comprised of the Industrial Products Group which includes the EzyStrut, Power Step, Titan Technologies and Indax businesses and the Production Group which includes the Korvest Galvanisers business. INDUSTRIAL PRODUCTS In the Industrial Products Group the EzyStrut cable and pipe support business supplies products to contractors for small industrial developments and also supplies products for major infrastructure developments. The 2014 financial year showed marked improvement over the prior year as a number of larger projects reached the supply stage. All states achieved growth compared to the prior year with those supplying significant East and West coast LNG projects showing the most substantial growth. Some of the current projects are expected to have supply continue into the first half of the 2015 financial year albeit at lesser levels than those of the second half of 2014. Included in the Industrial Products Group is the Indax grating and handrail business. In April the Directors announced they believed that Korvest would be better served if the facility occupied by Indax was used by the larger EzyStrut business. A process commenced to divest the Indax business and that process is in progress. Having regard for the indicative offers received and considering the various options available to recover the best possible amounts from the Indax assets the value of the Indax fixed assets were impaired by $263,000 and the inventory by $415,000. RISK In February 2013 Korvest purchased the Power Step and Titan Technologies businesses. Power Step designs and assembles access systems for large mobile equipment. Power Step principally supplies into the mining industry. In recent years Power Step has developed a number of export markets including to South America and Africa. Titan Technologies supplies specialised tools in the form of torque wrenches, hydraulic pumps and related accessories. Titan distributes for a number of different manufacturers. Titan also has a range of hire tools and pumps as well as a service and repair facility at Archerfield in Queensland. Both businesses rely principally on the mining industry and as a consequence the performance of both businesses during the year was disappointing. In the Power Step business the focus is on new product development to diversify away from the substantial reliance on mining. During the year the Titan business established new agents for the hire business in a number of locations closer to the concentration of customers. The benefits of these arrangements are expected to be seen in the 2015 year. PRODUCTION In the Production Group the Galvanising business had an improved year. The overall plant volumes for the main zinc bath increased during the year. The overall improvement in the Industrial Products segment resulted in improved volumes contributed by that part of the business to Galvanising during the year. External customer volumes also grew in total over the year although the demand did subside during the second half of the year after a buoyant first half. On an ongoing basis the Board and Management review and update the results of previously completed risk reviews identifying and assessing the risks faced by the business and the controls that are in place to mitigate those risks. Operational risks identified relate principally to continuity of supply and continuity of production. To ensure continuity of supply Korvest monitors the performance of key suppliers and establishes more than one supply source for key products. For many bought in finished goods the ability for the product to also be manufactured in-house mitigates the risk. Korvest has an in-house engineering and maintenance department responsible for the continuity of production. Key processes and items of plant are subjected to a robust preventative maintenance programme. This has successfully resulted in very low plant down-time over recent years. Financial risks faced by the business are typical of those faced by most businesses and centre around management of working capital. In particular trade receivables and inventory levels are constantly reviewed and performance is monitored with key performance indicators on an ongoing basis. Korvest is a substantial way through the process of upgrading the Enterprise Resource Planning (ERP) system used throughout the business. Due to the size and complexity of this type of project this has been identified as a key risk area and accordingly the focus of risk reviews and internal audit will be on this project as it nears completion in the first half of the 2015 financial year. SIGNIFICANT CHANGES In order to accommodate the expansion of the EzyStrut business, which has created capacity challenges on the Kilburn manufacturing site, the directors have made a decision to dispose of the Indax business to free up the facility it currently occupies. The directors are not aware of any other significant changes in the state of affairs of the Group that have occurred during the financial year which have not been covered elsewhere in this report. 14 15 DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 DIRECTORS AND OFFICERS INSURANCE Since the end of the previous financial year the Company has paid insurance premiums in respect of directors’ and officers’ liability and legal expenses insurance contracts, for current and former directors and officers of the Company and related entities. The insurance premiums relate to: a) costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and b) other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage. The premiums were paid in respect of all of the directors and officers of the Company. The directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the directors’ and officers’ liability and legal expenses insurance contracts, as such disclosure is prohibited under the terms of the contract. EVENTS SUBSEQUENT TO REPORTING DATE At the date of this report there is no matter or circumstance that has arisen since 30 June 2014, that has significantly affected, or may significantly affect: (i) the operations of the Group; (ii) the results of those operations; or (iii) the state of affairs of the Group; in the financial years subsequent to 30 June 2014. LIKELY DEVELOPMENTS Korvest continues to look for growth by acquisition. The types of business that are of interest include those that provide vertical integration with existing Group businesses, those that expand the product or service offering to the Group’s existing customer base or those that may be able to benefit from utilising the Group’s existing national distribution network. To add focus to this objective, in June 2014 Korvest invested in a dedicated resource to seek out opportunities. For existing businesses the focus continues to be on innovation both in relation to new product development and process improvement. Capital investment will be focussed on improving manufacturing efficiency to enable improved lead times and therefore better customer service. The expansion of EzyStrut into the Indax facility is expected to facilitate more improvement in the efficiency of the manufacturing processes. Operationally Korvest’s ongoing project to implement a new ERP system is expected to be completed in the first half of Financial Year 2015 and this will complete the administrative separation from Hills that commenced when Hills sold their significant interest in Korvest in February 2013. Further information about likely developments in the operations of the Group and the expected results of those operations in future financial years has not been included in this report because disclosure of the information would be likely to result in unreasonable prejudice to the Group. REMUNERATION REPORT - AUDITED PRINCIPLES OF COMPENSATION Remuneration is referred to as compensation throughout this report. Key Management Personnel (KMP) have authority and responsibility for planning, directing and controlling the activities of the Group, including directors of the Company and other executives. KMP comprise the directors and senior executives of the Group. Compensation levels for KMP are competitively set to attract and retain appropriately qualified and experienced directors and executives. The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The compensation structures take into account: (a) the capability and experience of the KMP (b) the KMP’s ability to control performance; and (c) the Group’s performance including the Group’s earnings. FIXED COMPENSATION Fixed compensation consists of base compensation (which is calculated on a total cost basis), as well as employer contributions to superannuation funds. Compensation levels are reviewed annually by the remuneration committee. Non-executive directors receive a fixed fee. The total remuneration for all non-executive directors was last voted upon by shareholders at the AGM held on 25 October 2013 and is not to exceed $450,000. PERFORMANCE LINKED COMPENSATION Performance linked compensation includes both short-term and long-term incentives, and is designed to reward KMP for meeting or exceeding their financial and personal objectives. The short-term incentive (STI) is an ‘at risk’ cash bonus, while the long-term incentive (LTI) is provided as performance rights under the rules of the Korvest Performance Rights Plan. SHORT-TERM INCENTIVE BONUS The key performance indicators (KPIs) for the KMP are set annually. The KPIs include measures relating to financial and operating performance, safety, strategy and risk measures. The financial performance objective is earnings before interest and tax (EBIT) compared to budgeted amounts. The KPIs are chosen as they directly align the individual’s reward to the KPIs of the Group and to its strategy and performance. The non-financial objectives vary with position and responsibility and include measures such as achieving strategic outcomes, safety and environmental performance and delivery in full and on time (DIFOT). LONG-TERM INCENTIVE BONUS Performance rights are issued under the Korvest Performance Rights Plan to employees (including KMP) as determined by the remuneration committee. Performance rights become vested performance rights if the Group achieves its performance hurdle. If rights become vested performance rights and do not lapse, the holder is able to acquire ordinary shares in the Company for no cash payment. The performance hurdle relates to growth in basic earnings per share (EPS). EPS performance is measured in total over a three year period. The performance hurdle is tested once at the completion of the three year vesting period. The % growth is based on a base year which is the year prior to the commencement of the vesting period. For the most recent issue of Performance Rights the table below sets out the % of rights that vest depending on the level of EPS growth achieved. 16 17 DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 REMUNERATION REPORT (CONTINUED) COMPOUND ANNUAL EPS GROWTH OVER 3 YR VESTING PERIOD Less than 7.5% 7.5% % OF RIGHTS THAT VEST Nil 33.3% SERVICES FROM REMUNERATION CONSULTANTS The remuneration committee has not engaged the services of any remuneration consultants. The remuneration committee determines the level of remuneration for senior executives of the Group. The members of the remuneration committee use their experience and knowledge to determine appropriate compensation packages for the senior executives. Between 7.5% - 15% Pro rata between 33.3% – 100% 15% or greater 100% The remuneration committee consists entirely of non- executive directors. The EPS objective was chosen because it is a good indicator of the Group’s earnings’ growth and is aligned to shareholder wealth objectives. The Company’s securities trading policy prohibits those that are granted share-based payments as part of their remuneration from entering into other arrangements that limit their exposure to losses that would result from share price decreases. Entering into such arrangements has been prohibited by law since 1 July 2011. SERVICE CONTRACTS It is the Group’s policy that service contracts for all KMP are unlimited in term but capable of termination by providing 1 to 6 months’ notice, and that the Group retains the right to terminate the contract immediately by making payment in lieu of notice. The Group has entered into a service contract with each executive KMP. The KMP are also entitled to receive on termination of employment their statutory entitlements and accrued annual leave and long service leave, as well as any entitlement to incentive payments and superannuation benefits. The Board is satisfied that the remuneration committee is able to make a decision on remuneration levels without undue influence by the members of the KMP about whom the recommendations may relate. NON-EXECUTIVE DIRECTORS Non-executive directors receive a fixed fee. The total remuneration for all non-executive directors was last voted upon by shareholders at the AGM held on 25 October 2013 and is not to exceed $450,000. The current base fees became effective on 1 November 2013 and are: Chairman ...................................................... $120,000 Director ........................................................ $60,000 The Chairman of the Audit Committee receives a further $10,000 p.a. Superannuation is added to these fees where appropriate. Non-executive directors do not receive performance- related compensation. CONSEQUENCES OF PERFORMANCE ON SHAREHOLDER WEALTH In considering the Group’s performance and benefits for shareholder wealth, the remuneration committee have regard to the indices set out in the 5 Year Summary on page 34. 18 19 DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 REMUNERATION REPORT (CONTINUED) DIRECTORS AND EXECUTIVE REMUNERATION Details of the nature and amount of each major element of remuneration of each director of the Company, and other KMP of the Group are: NAME DIRECTORS P Stancliffe Non-executive (Chairman) P Brodribb Non-executive (Director) G Billings (appointed 2 May 2013) Non-executive (Director) 2014 2013 2014 2013 2014 2013 G Francis (appointed 11 Feb 2014) 2014 Non-executive (Director) A Kachellek Executive (Managing Director) S McGregor Executive (Finance Director) E Pretty (appointed 2 Sept 2012, retired 25 March 2013) Non-executive (Director) 2013 2014 2013 2014 2013 2014 2013 SHORT TERM POST EMPLOYMENT SALARY & FEES $ BONUS $ SUPERANNUATION BENEFITS $ OTHER LONG TERM – LONG SERVICE LEAVE $ * SHARE BASED PAYMENTS SHARES $ SHARE BASED PAYMENTS OPTIONS & RIGHTS $ TOTAL $ S300A (1)(e)(i) PROPORTION OF REMUNERATION PERFORMANCE RELATED % S300A (1)(e)(vi) VALUE OF OPTIONS AS PROPORTION OF REMUNERATION % 100,167 60,500 52,100 36,300 61,825 7,579 25,000 - - - - - - - - - 300,006 145,862 275,006 265,005 230,005 - 21,175 59,140 27,011 20,000 - - 9,265 5,445 4,819 3,267 5,719 682 - - 35,018 27,578 25,009 22,103 - - - - - - - - - - 14,582 8,800 21,798 14,077 - - - - - - - - - - - - - - - - - - - - - - - - 43,478 5,635 34,133 262 - - 109,432 65,948 56,919 39,567 67,544 8,261 25,000 - 538,946 376,159 372,956 286,447 - 21,175 - - - - - - - - 35.1 17.2 16.4 7.1 - - - - - - - - - - 8.1 1.5 9.2 0.1 - - * This represents the accounting expense relating to the change in the provision for long service leave. It does not represent cash payments or statutory obligations. 20 21 DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 REMUNERATION REPORT (CONTINUED) DIRECTORS AND EXECUTIVE REMUNERATION (CONTINUED) NAME SALARY & FEES $ BONUS $ SUPER-ANNUATION BENEFITS $ SHORT TERM POST EMPLOYMENT OTHER LONG TERM – LONG SERVICE LEAVE $ * TERMINATION BENEFIT $ (INCL LEAVE ENTITLEMENTS PAID ON TERMINATION) SHARE BASED PAYMENTS SHARES $ SHARE BASED PAYMENTS OPTIONS & RIGHTS $ TOTAL $ S300A (1)(e)(i) PROPORTION OF REMUNERATION PERFORMANCE RELATED % S300A (1)(e)(vi) VALUE OF OPTIONS AS PROPORTION OF REMUNERATION % EXECUTIVES / OTHER KMP C Hartwig General Manager EzyStrut S Evans General Manager Galvanising A Ifkovich 1 General Manager Indax P Assaf 2 General Manager Power Step & Titan Technologies 2014 2013 2014 2013 2014 2013 2014 2013 230,005 160,198 220,004 195,004 180,004 - 173,773 209,129 65,333 63,239 55,256 49,352 - 9,823 - - 25,000 24,237 23,287 19,523 - 20,096 24,455 5,880 9,810 7,887 4,921 9,823 - (313) 16,948 2,916 * This represents the accounting expense relating to the change in the provision for long service leave. It does not represent cash payments or statutory obligations. 1. A. P. Ifkovich ceased employment on 17 June 2013. 2. P. Assaf became a member of KMP effective from 1 March 2013 following the acquisition of Power Step and Titan Technologies. The 2013 comparatives only contain his remuneration from 1 March 2013 to 30 June 2013. - - - - - 83,660 - - 997 990 997 990 - 494 997 - 24,192 450,202 1,026 317,383 15,973 295,438 - - 259,692 - (10,438) 277,095 8,284 259,813 - 74,129 41.0 20.2 24.1 19.0 - 3.5 3.2 - 5.4 0.3 5.4 - - (3.8) 3.2 - 22 23 DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 REMUNERATION REPORT (CONTINUED) OPTIONS AND RIGHTS OVER EQUITY INSTRUMENTS GRANTED AS COMPENSATION Details on performance rights that were granted as compensation to each KMP during the reporting period and details on options that vested during the reporting period are as follows: DIRECTORS A Kachellek S McGregor EXECUTIVES C Hartwig S Evans P Assaf NUMBER OF PERFORMANCE RIGHTS GRANTED DURING THE YEAR GRANT DATE FAIR VALUE PER OPTION AT GRANT DATE ($) EXPIRY DATE 24,000 19,000 13,000 9,000 5,000 13 Nov 2013 13 Nov 2013 13 Nov 2013 13 Nov 2013 13 Nov 2013 4.97 4.97 4.97 4.97 4.97 30 June 2016 30 June 2016 30 June 2016 30 June 2016 30 June 2016 All performance rights have a nil exercise price. All performance rights expire on the earlier of their expiry date or termination of the individual’s employment. The performance rights are exercisable for one year after the conclusion of the vesting period. In addition to the continuing employment service condition, the ability to exercise performance rights is conditional on the Group achieving performance hurdles. Details of the performance criterion are included in the long-term incentives discussion on page 17. No equity-settled share-based payment transaction terms (including performance rights granted as compensation to KMP) have been altered or modified by the Group during the reporting period or the prior period. EXERCISE OF OPTIONS GRANTED AS COMPENSATION During the reporting period no shares were issued on the exercise of options previously granted as compensation. ANALYSIS OF OPTIONS AND RIGHTS OVER EQUITY INSTRUMENTS GRANTED AS COMPENSATION Details of vesting profiles of the options granted as remuneration to each director and key executive of the Company are detailed below: OPTIONS GRANTED NUMBER DATE % VESTED IN CURRENT YEAR % FORFEITED OR LAPSED IN CURRENT YEAR YEAR IN WHICH GRANT VESTS DIRECTORS A Kachellek S McGregor EXECUTIVES C Hartwig S Evans P Assaf 30,000* 35,000 25,000 24,000 15,000* 25,000 20,000 19,000 10,000* 25,000 15,000 13,000 10,000 7,500 9,000 5,000 Mar-09 Nov-11 Nov-12 Nov-13 Apr-10 Nov-11 Nov-12 Nov-13 Mar-09 Nov-11 Nov-12 Nov-13 Nov-11 Nov-12 Nov-13 Nov-13 100% 39.7% -% -% 100% 39.7% -% -% -% 39.7% -% -% 39.7% -% -% -% -% 60.3% -% -% -% 60.3% -% -% -% 60.3% -% -% 60.3% -% -% -% 30-Jun-11 30-Jun-14 30-Jun-15 30-Jun 16 30-Jun-11 30-Jun-14 30-Jun-15 30-Jun 16 30-Jun-11 30-Jun-14 30-Jun-15 30-Jun 16 30-Jun-14 30-Jun-15 30-Jun 16 30-Jun 16 * - These options were issued under the previous Korvest Ltd Executive Share Plan. They vested during the year ended 30 June 2011 and were exercised in January 2011. Restricted ordinary shares were issued at an exercise price of $3.79 per share. Under the terms of the previous Korvest Ltd Executive Share Plan upon exercise of the options the individual must pay the exercise price over a maximum term of 20 years. Dividends, after deduction of an amount intended for the participant’s tax, are applied in payment of the exercise price. The arrangement to pay the exercise price over 20 years is interest free and without personal recourse to the participants (recourse is limited to the shares themselves). As a result of these arrangements, under AASBs, the instruments are treated as options until such time as the associated non-recourse loan is fully repaid. The shares remain restricted from transfer until the completion of a 5 year service period from grant date and until such time as the loan is fully paid. During the year Messrs Kachellek and McGregor repaid the outstanding loan balance which for AASB disclosure purposes results in a reclassification from options to shares. 24 25 DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 REMUNERATION REPORT (CONTINUED) ANALYSIS OF MOVEMENTS IN OPTIONS AND RIGHTS The movement during the reporting period, by value, of options over ordinary shares in the Company held by each company director and KMP are detailed below. DIRECTORS A Kachellek S McGregor EXECUTIVES C Hartwig S Evans P Assaf GRANTED IN YEAR $ (A) EXERCISED IN YEAR $ LAPSED OR FORFEITED IN YEAR $ (B) VALUE OF RIGHTS/OPTIONS 119,288 94,436 64,614 44,733 27,337 - (1) - (1) - - - 66,088 47,206 47,206 18,882 - (A) The value of performance rights granted in the year is the fair value of the options calculated at grant date using the Black Scholes option-pricing model. The total value of the options granted is included in the table above. This amount is allocated to remuneration over the vesting period (i.e. in years 1 July 2013 to 1 July 2016). (B) The value of the options that lapsed during the year represents the benefit forgone and is calculated at the date the option lapsed using the Black Scholes option-pricing model assuming the performance criteria had been achieved (1) during the year Messrs Kachellek and McGregor repaid the outstanding loan balance in relation to shares issued in 2011 under the Executive Share Plan. The value of those shares (A Kachellek $20,100, S McGregor $10,050) was reported in the 2011 Annual Report as options exercised during that year. For AASB disclosure purposes the repayment of the loans results in a reclassification from options to shares hence the following tables show those shares as exercised as they had previously been disclosed as options not shares. Further details regarding options granted to executives under the Executive Share Plan are in Note 22 to the financial statements. OPTIONS AND RIGHTS OVER EQUITY INSTRUMENTS The movement during the reporting period in the number of options over ordinary shares in Korvest Ltd held, directly, indirectly or beneficially, by each KMP, including their related parties, is as follows: HELD AT 1 JULY 2013 IFRS GRANTED AS COMPENSATION EXERCISED OTHER CHANGES * HELD AT 30 JUNE 2014 IFRS HELD AT 30 JUNE 2014 ASX VESTED DURING THE YEAR DIRECTORS A Kachellek S McGregor EXECUTIVES C Hartwig S Evans P Assaf 90,000 60,000 24,000 19,000 (30,000) (15,000) (21,105) (15,075) 62,895 48,925 62,895 48,925 13,895 9,925 50,000 17,500 - 13,000 9,000 5,000 - - - (15,075) (6,030) - 47,925 20,470 5,000 37,925 20,470 5,000 9,925 3,970 - *Other changes represent options that expired, were cancelled or were forfeited during the year. No options held by KMP are vested but not exercisable. HELD AT 1 JULY 2012 IFRS GRANTED AS COMPENSATION EXERCISED OTHER CHANGES* HELD AT 30 JUNE 2013 IFRS HELD AT 30 JUNE 2013 ASX VESTED DURING THE YEAR ASX VESTED AND EXERCISED DURING THE YEAR ENDED 30 JUNE 2014 - - - - - ASX VESTED AND EXERCISED DURING THE YEAR ENDED 30 JUNE 2013 DIRECTORS A Kachellek S McGregor EXECUTIVES C Hartwig S Evans P Assaf 65,000 40,000 25,000 20,000 35,000 10,000 - 15,000 7,500 - - - - - - - - - 90,000 60,000 60,000 45,000 50,000 17,500 - 40,000 17,500 - - - - - - - - - - - *Other changes represent options that expired, were cancelled or were forfeited during the year. No options held by KMP are vested but not exercisable. 26 27 DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 REMUNERATION REPORT (CONTINUED) MOVEMENTS IN SHARES The movement during the reporting period in the number of ordinary shares in Korvest Ltd held, directly, indirectly or beneficially, by each KMP, including their related parties, is as follows: HELD AT 1 JULY 2013 PURCHASES ALLOCATED UNDER EMPLOYEE / EXEC SHARE PLAN ALLOCATED UNDER DRP HELD AT 30 JUNE 2014 SHARES HELD SUBJECT TO NON-RECOURSE LOANS DIRECTORS P Stancliffe G Billings P Brodribb S McGregor A Kachellek G Francis * EXECUTIVES C Hartwig S Evans P Assaf 4,600 500 20,781 500 2,258 N/A 931 272 - - - - - 319 1,425 - - - - - - 15,000 30,000 - 174 174 174 835 90 3,778 2,818 5,921 259 200 81 - 5,435 590 24,559 18,318 38,498 1,684 1,305 527 174 - - - - - - 10,000 - - * Shareholding has been noted as N/A where the person was not a member of KMP at that date. Purchase and sale transaction have only been recorded where they occurred whilst the person was a member of KMP. No shares were granted to KMP during the reporting period as compensation other than those provided under the employee share plan on the same terms and conditions as for all employees. HELD AT 1 JULY 2012 PURCHASES ALLOCATED UNDER EMPLOYEE SHARE PLAN SALES HELD AT 30 JUNE 2013 SHARES HELD SUBJECT TO NON-RECOURSE LOANS 1,000 N/A 15,781 500 2,258 29,115 N/A 782 123 N/A - 3,600 500 5,000 - - - 1,000 - - - - - - - - - - - 149 149 - 71 - - - - - - - - - - - 4,600 500 20,781 500 2,258 N/A N/A 931 272 - N/A - - - 15,000 30,000 - - 10,000 - - - DIRECTORS P Stancliffe G Billings * P Brodribb S McGregor A Kachellek G Twartz * T Pretty * EXECUTIVES C Hartwig S Evans P Assaf * A Ifkovich * * Shareholding has been noted as N/A where the person was not a member of KMP at that date. Purchase and sale transaction have only been recorded where they occurred whilst the person was a member of KMP. No shares were granted to KMP during the reporting period as compensation other than those provided under the employee share plan on the same terms and conditions as for all employees. ANALYSIS OF BONUSES INCLUDED IN REMUNERATION Executive bonuses are paid based on either Group earnings before interest and taxation (EBIT) or divisional EBIT depending on the responsibilities of the individual executive. A percentage of EBIT is determined at the beginning of the year based on budgets. This percentage is then applied to actual EBIT achieved. Potential bonuses paid to executives under this methodology are not capped and therefore Korvest is unable to disclose the % of short term incentives that vested or were forfeited. In addition to the EBIT based bonuses executives have a portion of their short term incentive dependent upon the achievement of specific operational or performance outcomes. These items are different for each executive and are aligned to the executive’s role and responsibilities. 28 29 DIRECTORS' REPORT (INCLUDING REMUNERATION REPORT) FOR THE YEAR ENDED 30 JUNE 2014 DIRECTORS’ INTERESTS The relevant interest of each director over the shares and rights or options over such instruments issued by the Company and other related bodies corporate as notified by the directors to the Australian Securities Exchange in accordance with S250G(1) of the Corporations Act 2001, at the date of this report is as follows: ROUNDING OFF The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report and Directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated. KORVEST LTD ORDINARY SHARES KORVEST LTD PERFORMANCE RIGHTS UNVESTED KORVEST LTD PERFORMANCE RIGHTS VESTED Signed at Adelaide this Wednesday 30th of July 2014 in accordance with a resolution of the directors. Peter Stancliffe Alexander Kachellek Peter Brodribb Graeme Billings Steven McGregor Gary Francis NON-AUDIT SERVICES 5,435 37,220 18,650 590 18,318 1,684 - 49,000 - - 39,000 - - 13,895 - - 9,925 - During the year KPMG, the Group’s auditor, has performed certain other services in addition to their statutory duties. The Board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the Audit Committee, is satisfied that the provision of these services did not compromise the auditor’s independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services were subject to the corporate governance procedures adopted by the Group; and • the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing risk and rewards. For details of non-audit services fees charged refer to Note 12 to the financial statements. LEAD AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration is set out on page 93 and forms part of the Directors’ report for the financial year ended 30 June 2014. P. W. STANCLIFFE DIRECTOR A. H. W. KACHELLEK DIRECTOR 30 31 FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30 2014 5 YEAR SUMMARY 5 YEAR SUMMARY FOR THE YEAR ENDED 30 JUNE 2014 FOR THE YEAR ENDED 30 JUNE 2014 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 SALES REVENUE PROFIT AFTER TAX DEPRECIATION/AMORTISATION CASH FLOW FROM OPERATIONS PROFIT FROM ORDINARY ACTIVITIES - As % of Shareholders’ Equity - As % of Sales Revenue DIVIDEND - Total amount paid - Per issued share - Times covered by profit from ordinary activities EARNINGS PER SHARE NUMBER OF EMPLOYEES SHAREHOLDERS - Number at year end NET ASSETS PER ISSUED ORDINARY SHARE NET TANGIBLE ASSETS PER ISSUED ORDINARY SHARE SHARE PRICE AS AT 30 JUNE ($’000) ($’000) ($’000) ($’000) ($’000) 2014 2013 2012 2011 2010 73,756 61,723 72,322 67,384 55,774 5,603 1,774 4,228 15.1% 7.6% 12,830 146.0c 0.4 64.1c 3,825 1,652 7,524 10.8% 6.2% 4,863 56.0c 0.8 44.0c 6,201 1,542 8,681 17.1% 8.6% 3,299 38.0c 1.9 71.6c 4,221 1,279 3,185 3,983 1,060 3,864 12.7% 6.3% 13.2% 7.1% 2,244 26.0c 1.9 48.9c 2,921 32.0c 1.4 46.3 242 217 259 242 221 2,034 $3.50 1 $3.33 2 $5.60 1,627 $4.01 $3.77 $5.80 1,271 $4.13 $4.13 $4.65 1,247 $3.79 $3.79 $3.57 1,165 $3.49 $3.49 $4.65 1 Net assets per issued ordinary share figure was impacted by the issue of 1,607,000 new shares in June 2014 in relation to the Special dividend and Dividend Reinvestment Plan. Had these not been issued, the figure would have been $4.14. 2 Net tangible assets per issued ordinary share figure was impacted by the issue of 1,607,000 new shares in June 2014 in relation to Special dividend and Dividend Reinvestment Plan. Had these not been issued, the figure would have been $3.94. This statement outlines the main corporate governance practices in place throughout the financial year, which comply with the ASX Corporate Governance Council recommendations, unless otherwise stated. • Determining policies governing the operations of the Group; • Appointing and approving the terms and conditions of the appointment of the Managing Director (MD); PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT The Group complies with the ASX recommendation of recognising and publishing the respective roles and responsibilities of the Board and senior executives (Recommendation 1.1). The Board’s primary role is the protection and enhancement of long-term shareholder value. The Board believes that good corporate governance is essential to fulfilling its role and that it positively contributes to long- term shareholder value. The Board delegates responsibility for the day-to-day management of the Group to the Managing Director and senior executives, but remains responsible for overseeing the performance of the management team. To ensure that this responsibility is clearly defined, the Board has delegated a range of authorities to management through formal delegations. These include limited expenditure authority along with the limited authority to enter into contracts and engage staff. In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Group. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Group. The Board has the final responsibility for the successful operations of the Group. Without intending to limit this general role of the Board, the specific or principal functions and responsibilities include: • Acting as an interface between the Group and shareholders; • Setting the goals of the Group; • Reviewing the annual progress and performance of the Group in meeting its objectives; • Providing the overall strategic direction of the Group; • Reviewing and providing feedback on the performance of the MD; • Endorsing the terms and conditions for senior executives reporting to the MD through the Remuneration Committee; • Establishing and determining the powers and functions of the committees of the Board, including the Audit and the Remuneration Committee; • Approving major operating plans; • Approving the annual budget and long-term budgets; • Board approval of all banking facilities; • Approving all significant items of capital expenditure; • Approving all significant operational expenditures outside budget; • Approving all mergers and acquisitions, and property acquisitions and disposals; • Approving the issue or cancellation of shares; • Approving all significant loans to outside parties or employees; • Approving half-yearly and yearly accounts; • Keeping the market informed about Korvest in accordance with ASX rules; • Reviewing its own performance; • Resolution of major issues of material nature affecting the organisation; • Approving management reporting processes and documentation; • Approving all significant contracts, leases and other company commitments; and • Ensuring that all requirements of the ASX, ASIC, ACCC, ATO and other relevant legislation are met. 34 35 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 A copy of the Board Charter and responsibilities is available on the Company website at www.korvest.com.au EXECUTIVE PERFORMANCE The Managing Director reviews the performance of senior executives regularly via a formal performance management process. The executives are assessed on their performance against specified performance objectives. During the reporting period each senior executive has undertaken this process with the Managing Director. The Managing Director’s performance is reviewed annually by the Chairman and a review was undertaken during the reporting period. PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE ASX recommends the Company have a Board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. The details of the Company’s compliance with this Principle are set out below. BOARD COMPOSITION The Company constitution allows for a maximum of ten directors. The Company Board currently comprises six directors, four being non-executive directors plus the Managing Director and Finance Director. The directors come from a variety of business and professional backgrounds and bring to the Board a range of skills and experience relevant to the Company. Details of the directors’ experience, expertise and terms in office are set out on page 10 of this annual report. BOARD INDEPENDENCE ASX Recommendation 2.1 is that a majority of the board should be independent directors. Korvest is currently not compliant with this recommendation as the board consists of equal numbers of independent and non- independent directors. Mr P Brodribb is considered non-independent due to transitioning his former position of Managing Director of Korvest to being a non-executive director without a three- year period between ceasing his employment and serving on the Board. The remaining non-executive directors Messrs Stancliffe, Billings and Francis are independent. The Board believes that the first priority in the selection of directors is their ability to add value to the Board and enhance the performance while safeguarding shareholders’ interests. Accordingly, relevant expertise and competence is considered as important as technical independence. The skills and experience of each director is set out in the Director’s report. THE ROLE OF THE CHAIRMAN ASX recommendation 2.2 states that the chair should be an independent director. The Company complies with this recommendation as Mr P Stancliffe is an independent director. In accordance with Recommendation 2.3 the roles of Chairman and CEO are not held by the same person with Mr A Kachellek being the Managing Director for the Company. NOMINATION COMMITTEE The Board has not established a Nomination Committee due to the size of the Company. The Chairman, in conjunction with other directors fulfils the tasks normally delegated to a Nomination Committee. A director appointed to fill a casual vacancy must stand for election at the next Annual General Meeting. One third of the directors (excluding the Managing Director) must retire at each Annual General Meeting, with those longest in office since their last election being required to retire. Those directors are eligible for re-election at that meeting. BOARD PERFORMANCE The Company’s Board informally reviews the operations of the Board and its committees and the performance of its individual directors. The Board has also formalised a process for the induction of new directors to ensure they are provided with the information required to properly perform their role. BOARD OPERATIONS During 2014 the Board met 13 times and the directors’ attendance at those meetings is set out on page 12 of this annual report. The directors receive a comprehensive Board pack, which includes financial statements and executive reports. The Chairman and the Managing Director communicate regularly between Board meetings. Senior executives attend and present to Board and committee meetings on particular issues when required. to recognise and promote gender workforce diversity across all areas of the Korvest business. All directors have unrestricted access to company records, information and personnel and the Board has a policy of allowing individual directors to seek independent professional advice at the Company’s expense, subject to the approval of cost by the Chairman. Such approval shall not be unreasonably withheld. PRINCIPLE 3 - PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING The Company complies with the ASX recommendation that the Company actively promote ethical and responsible decision making. While the Board has adopted those ASX principles of good corporate governance that it has deemed pertinent, it believes that these types of rules and regulations are of limited value unless supported by a foundation of honesty and integrity. The Board has adopted a formal (written) Code of Conduct for Korvest, effectively a corporate creed that is best applied by asking “What is the right thing to do?” The code applies to all employees within the Company from the Board, through management to all other staff. The code encourages all staff and other stakeholders to report any breaches of the code to the Chairman of the Board, who is required to investigate and report on all such matters. The Code of Conduct is supported by more detailed policies setting out the philosophy of the Company in relation to its various stakeholders. A copy of the code is available on the website at www.korvest.com.au. DIVERSITY POLICY Korvest is committed to creating a diverse workplace that is fair and flexible, promotes personal and professional growth and enables employees to enhance their contribution to Korvest by drawing from their different backgrounds, beliefs and experiences. Korvest has developed a diversity policy, a copy of which can be found on the Korvest website. The policy provides guidance for the development and implementation of relevant plans, programs and initiatives The Korvest Board is responsible for setting specific gender diversity objectives and a range of metrics designed to measure the achievement of those objectives. The Board are responsible for assessing, on an annual basis, the objectives and the progress of the achievement against Korvest’s gender diversity objectives. In accordance with this policy and the ASX Corporate Governance Principles, the Board has established the following objectives in relation to gender diversity. The aim is to achieve these objectives over the coming 3 years as positions become vacant and appropriately skilled candidates are available. OBJECTIVE ACTUAL % NUMBER % Number of women in senior 25% 0 0% management positions Number of women in 35% 21 31% administration/sales positions Number of women employees 10% 21 9% in the whole organisation The Company has lodged the annual report required under the Workplace Gender Equality Act 2012 and a copy of the report is available on the Korvest website. SHARE DEALINGS BY DIRECTORS AND OFFICERS In accordance with the Company’s constitution, all directors are required to be shareholders and hold a minimum of 500 shares within two months of their appointment. The Company has for many years encouraged the holding of its shares by directors and employees. The Board has adopted a securities trading policy that specifically precludes directors and officers from buying or selling shares during specified black out periods relative to the announcement of the annual or half-year results or if in possession of price sensitive information not generally available to the public. Employees are not to deal in shares on a short term basis. A copy of the policy is available on the Korvest website and details of directors’ individual shareholdings are set out in Note 29 to the financial statements. 36 37 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 PRINCIPLE 4 - SAFEGUARD INTEGRITY IN FINANCIAL REPORTING The Company complies with the ASX recommendation that a structure be in place to independently verify and safeguard the integrity of the Company’s financial reporting. COMMITMENT TO FINANCIAL INTEGRITY The Board has policies designed to ensure that the Company’s financial reports meet high standards of disclosure and provide the information necessary to understand the Company’s financial performance and position. The policies require that the Managing Director and Finance Director provide to the Board prior to the Board approving the annual and half-year accounts, a written statement that the accounts present a true and fair view, in all material respects, of the Company’s financial performance and position and are in accordance with relevant accounting standards, laws and regulations. AUDIT COMMITTEE The Board has an Audit Committee. The committee has a Board approved charter setting out its role, responsibilities, structure and membership requirements. A copy of its charter can be found on the Korvest website. The committee consists of four directors, all of whom are non-executive and three of the four are also independent. The Chairman of the committee is an independent director who is not the Chairman of the Board. The composition of the committee is therefore in accordance with ASX recommendation 4.2. The Managing Director, Finance Director and external auditors are invited to attend the committee meetings where appropriate. Details of membership and attendance at committee meetings are set out on page 12 of this annual report. AUDIT PROCESS The Company’s financial accounts are subject to an annual audit by an independent, professional auditor, who also reviews the half-year accounts. The Board requests the external auditor to attend the Annual General Meeting each year and to be available to answer shareholder questions regarding the conduct of the audit and the preparation and content of the auditor’s report. AUDITOR INDEPENDENCE The Board has in place policies for ensuring the quality and independence of the Company’s external auditor. The majority of fees paid to the external audit firm for work other than the audit of the accounts were for taxation services. Details of the amounts paid for both audit and non-audit services are set out in Note 12 of this annual report. The Board requires that adequate hand-over occurs in the year prior to rotation of an audit partner to ensure an efficient and effective audit under the new partner. RISK MANAGEMENT AND OVERSIGHT The Managing Director is charged with implementing appropriate risk systems within the Company. He includes in his report to the Board any issues or concerns. The Board reviews all major strategies for their impact on the risks facing the Company and takes appropriate action. Similarly, the Company reviews all aspects of its operations for changes to the risk profile on an annual basis. PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE The Company complies with the ASX recommendations that the Company should promote timely and balanced disclosures of all material matters concerning the Company. The Board has established continuous disclosure controls to ensure compliance with ASX Listing Rules. The Company Secretary is responsible for ensuring that all matters requiring disclosure are duly disclosed. PRINCIPLE 6 - RESPECT THE RIGHTS OF SHAREHOLDERS PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY The Company complies with the ASX recommendations that the Company should respect the rights of shareholders and facilitate the effective exercise of those rights. The Board is committed to ensuring that shareholders are informed of all non-confidential material matters. It accomplishes this through: • the annual report distributed during September each year and posted on the Korvest website; and • making appropriate disclosure to the market where necessary. Shareholders are encouraged to attend the Annual General Meeting where the Board is available to answer questions raised by shareholders. PRINCIPLE 7 - RECOGNISE AND MANAGE RISK The Company complies with the ASX recommendation that the Company should establish a sound system of risk oversight and management and internal control. The Audit Committee oversees the operation of the risk management controls established by the Company. The Company’s approach to internal audit is to compile and regularly review and update a risk register. The controls in place to mitigate those identified risks are then the subject of internal audit reviews to analyse their effectiveness. In accordance with recommendation 7.3 the Managing Director and Finance Director have declared, in writing to the Board, that the financial risk management and associated compliance and controls have been assessed and found to be operating efficiently and effectively. The operational and other risk management compliance and controls, have also been assessed and found to be operating efficiently and effectively. All risk assessments covered the whole financial year and the period up to the signing of the annual financial report for all material operations in the Company. The ASX recommendation is that the Company should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance is defined. The Company has complied with this Principle during the reporting period. For further information see the Remuneration report in the Directors’ report. COMMITMENT TO RESPONSIBLE EXECUTIVE REMUNERATION The Board believes that it has a responsibility to ensure that executive remuneration is fair and reasonable, having regard to the competitive market for executive talent, structured effectively to motivate and retain valued executives and designed to produce value for shareholders. REMUNERATION COMMITTEE The Remuneration Committee sets policies for directors’ and senior executives’ remuneration, makes specific recommendations to the Board on the remuneration of directors and senior officers and undertakes a detailed review of the performance of the Managing Director at least annually. The committee consists of four non- executive directors. Three of the four members of the Remuneration Committee are independent directors. The Chairman of the committee is an independent director who is not the Chairman of the Board. Details of membership and attendance at committee meetings are set out on page 12 of this annual report. DIRECTORS’ REMUNERATION The remuneration of non-executive directors is different from that of executives. Executive directors receive a salary, short term incentives and long term incentives in the form of shares or options in accordance with plans approved by shareholders. Further details in respect of executive remuneration are set out on pages 17 to 29 of this report. Non-executive directors receive a set fee per annum and are fully reimbursed for any out of pocket expenses necessarily incurred in carrying out their duties. They do not receive any performance related remuneration, nor shares or options as part of their remuneration. When reviewing directors’ fees, the Board takes into account any changes in the size and scope of the 38 39 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 Company’s activities, the potential liability of directors and the demands placed on them in discharging their responsibilities. RETIREMENT BENEFITS Directors receive their statutory superannuation entitlements only. OTHER ITEMS COMMITMENT TO THE ENVIRONMENT The Company cares about the environment and recognises that protection of it is an integral and fundamental part of its business. The Company has an environmental management system in place and management assists staff to understand and implement the relevant aspects of this system in their day-to-day work. Environmental compliance is monitored with relevant issues being reported through management to the Board. INDEMNITY AND INSURANCE OF DIRECTORS COMMITMENT TO THE COMMUNITY The Board believes that the Company has a responsibility to the Australian, South Australian and local community. The Company aspires to be a good corporate citizen through the effective provision of quality products and services, through the taxes it pays, the employment and training it provides its staff, the involvement of its staff in professional, educational and community organisations and through the donations it makes to various charities. The Company is justifiably proud of its reputation as a dependable Australian entity. In accordance with the Company’s constitution and to the extent permitted by law, the Company indemnifies every person who is, or has been, a director or secretary and may agree to indemnify a person who is or has been an officer of the Company against a liability incurred by that person in his or her capacity as such a director, secretary or officer, to another person (other than the Company or a related body corporate of the Company) provided that the liability does not arise out of conduct involving a lack of good faith. In addition, the Company has directors and officers insurance against claims and expenses that the Company may be liable to pay under these indemnities. COMMITMENT TO ITS STAFF The Company aspires to be a well regarded and progressive employer that provides safe and rewarding workplaces for its entire staff so that they can fully contribute their talents to the achievement of corporate goals. The Company encourages its staff to become shareholders and share in the success of the Company. The current employee share plan offers all permanent staff with more than two years continuous service ordinary shares in the Company. The Company is committed to protecting the health, safety and wellbeing of its staff, contractors and visitors to its premises. 40 41 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2014 CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2014 IN THOUSANDS OF AUD CONTINUING OPERATIONS Revenue Expenses, excluding net finance costs PROFIT BEFORE FINANCING COSTS Finance income Finance expenses NET FINANCE INCOME PROFIT BEFORE INCOME TAX Income tax expense PROFIT FROM CONTINUING OPERATIONS PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Revaluation of property plant and equipment Related tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO: Equity holders of the Company TOTAL COMPREHENSIVE INCOME FOR THE PERIOD EARNINGS PER SHARE ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF THE COMPANY: Basic earnings per share from continuing operations Diluted earnings per share from continuing operations NOTE 2014 2013 8 9 11 11 13 14 14 73,756 61,723 (66,101) 7,655 50 (1) 49 (56,386) 5,337 125 (5) 120 7,704 5,457 (2,101) 5,603 5,603 (854) 256 5,005 5,005 5,005 CENTS 64.1 63.6 (1,632) 3,825 3,825 - - 3,825 3,825 3,825 CENTS 44.0 43.6 The notes on pages 46 to 88 are an integral part of these consolidated financial statements NOTE 15A 16 17 7 18 13 19 20 21 22 23 22 13 23 IN THOUSANDS OF AUD ASSETS Cash and cash equivalents Trade and other receivables Inventories Tax receivable Assets held for sale TOTAL CURRENT ASSETS Property, plant and equipment Deferred tax asset Intangible assets and goodwill TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES Trade and other payables Loans and borrowings Employee benefits Provisions Current tax liabilities TOTAL CURRENT LIABILITIES Employee benefits Deferred tax liability Provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Retained earnings TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY TOTAL EQUITY The notes on pages 46 to 88 are an integral part of these consolidated financial statements. 2014 2013 497 17,706 11,303 - 1,452 30,958 15,912 180 1,755 17,847 48,805 8,184 - 2,255 95 699 11,233 657 - 333 990 12,223 36,582 12,764 23,818 - 36,582 36,582 2,438 12,534 9,506 50 - 24,528 17,509 - 2,114 19,623 44,151 5,230 167 1,812 169 - 7,378 624 455 333 1,412 8,790 35,361 3,859 31,502 - 35,361 35,361 42 43 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2014 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2014 NOTE 2014 2013 IN THOUSANDS OF AUD SHARE CAPITAL EQUITY COMPENSATION RESERVE ASSET REVALUATION RESERVE PROFITS RESERVE RETAINED EARNINGS TOTAL IN THOUSANDS OF AUD CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts from customers Cash paid to suppliers and employees Cash generated from operations Interest received / (paid) Income taxes paid NET CASH FROM OPERATING ACTIVITIES 15B CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment Acquisition of subsidiary, net of cash acquired Acquisition of property, plant and equipment NET CASH FROM INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Repayment of borrowings Proceeds from issue of share capital Transaction costs related to issue of share capital Dividends paid NET CASH FROM FINANCING ACTIVITIES Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at 1 July 18 24 CASH AND CASH EQUIVALENTS AT 30 JUNE 15A The notes on pages 46 to 88 are an integral part of these consolidated financial statements. 75,806 (69,922) 5,884 49 (1,705) 4,228 23 - (1,949) (1,926) (167) 9,042 (288) (12,830) (4,243) 70,640 (60,282) 10,358 124 (2,958) 7,524 29 (3,938) (1,502) (5,411) (4) 21 - (4,862) (4,845) (1,941) (2,732) 2,438 497 5,170 2,438 Balance at 1 July 2013 3,859 199 4,183 27,120 TOTAL COMPREHENSIVE INCOME FOR THE YEAR Profit Other comprehensive income Total comprehensive income for the year TRANSACTIONS WITH OWNERS OF THE COMPANY RECOGNISED DIRECTLY IN EQUITY CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS OF THE COMPANY Shares issued under the Share Plans Issue of ordinary shares Dividends to shareholders Share options exercised Total contributions by and distributions to owners of the Company Transfer to profits reserve Balance at 30 June 2014 - - - 64 8,643 - 198 8,905 - 12,764 - - - 144 - - - 144 - 343 - (598) (598) - - - - - - 3,585 - - - - - (12,833) - (12,833) 5,603 19,890 Balance at 1 July 2012 3,783 204 4,183 TOTAL COMPREHENSIVE INCOME FOR THE YEAR Profit Total comprehensive income for the year TRANSACTIONS WITH OWNERS OF THE COMPANY RECOGNISED DIRECTLY IN EQUITY CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS OF THE COMPANY Shares issued under the Share Plans Dividends to shareholders Total contributions by and distributions to owners of the Company Transfer to profits reserve Balance at 30 June 2013 - - 76 - 76 - 3,859 - - (5) - (5) - 199 - - - - - - 4,183 - - - - - - - 5,603 - 5,603 35,361 5,603 (598) 5,005 - - - - 208 8,643 (12,833) 198 (3,784) (5,603) - - 36,582 28,157 36,327 3,825 3,825 3,825 3,825 - (4,862) (4,862) 71 (4,862) (4,791) 27,120 27,120 (27,120) - - 35,361 The notes on pages 46 to 88 are an integral part of these consolidated financial statements 44 45 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. REPORTING ENTITY 2. BASIS OF PREPARATION 3. SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF CONSOLIDATION (b) FOREIGN CURRENCY (c) FINANCIAL INSTRUMENTS (d) PROPERTY, PLANT AND EQUIPMENT (e) LEASED ASSETS (f) INTANGIBLE ASSETS AND GOODWILL (g) INVENTORIES (h) IMPAIRMENT (i) EMPLOYEE BENEFITS (j) PROVISIONS (k) REVENUE 47 47 48 48 48 49 50 51 51 52 52 53 54 54 (l) FINANCE INCOME AND FINANCE COSTS 54 (m) TAX (n) GOODS AND SERVICES TAX (o) EARNINGS PER SHARE (p) SEGMENT REPORTING (q) ASSETS HELD FOR SALE (r) EARLY ADOPTED STANDARDS (s) NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED 4. DETERMINATION OF FAIR VALUES 5. SEGMENT REPORTING 6. ACQUISITION OF SUBSIDIARIES 7. DISPOSAL GROUP HELD FOR SALE 54 55 55 56 56 56 56 56 58 60 61 8. REVENUE AND OTHER INCOME 9. EXPENSES 10. EMPLOYEE BENEFIT EXPENSES 11. FINANCE INCOME AND FINANCE COSTS 12. AUDITORS’ REMUNERATION 13. TAXES 14. EARNINGS PER SHARE 15A. AND CASH EQUIVALENTS 15B. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES 16. TRADE AND OTHER RECEIVABLES 17. INVENTORIES 18. PROPERTY, PLANT AND EQUIPMENT 19. INTANGIBLE ASSETS AND GOODWILL 20. TRADE AND OTHER PAYABLES 21. LOANS AND BORROWINGS 22. EMPLOYEE BENEFITS 23. PROVISIONS 24. CAPITAL AND RESERVES 25. FINANCIAL INSTRUMENTS 26. OPERATING LEASES 27. CAPITAL AND OTHER COMMITMENTS 28. GROUP ENTITIES 29. KEY MANAGEMENT PERSONNEL DISCLOSURES 30. RELATED PARTY DISCLOSURES 31. SUBSEQUENT EVENTS 32. PARENT ENTITY DISCLOSURES 62 63 64 64 64 65 66 67 67 68 68 69 71 72 73 73 78 79 81 85 85 85 86 87 87 88 1. REPORTING ENTITY Korvest Ltd (the ‘Company’) is a company domiciled in Australia. The address of the Company’s registered office is 580 Prospect Road, Kilburn SA 5084. The consolidated financial statements of the Company as at and for the year ended 30 June 2014 comprise the Company and its subsidiaries (together referred to as the ‘Group’ and individually as ‘Group entities’). The Group is a for-profit entity and is primarily involved in manufacturing businesses as detailed in the segment note. 2. BASIS OF PREPARATION (a) STATEMENT OF COMPLIANCE The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB). The consolidated financial statements were approved by the Board of Directors on 30th July 2014. (b) BASIS OF MEASUREMENT The consolidated financial statements have been prepared on the historical cost basis except for land and buildings, which are measured at fair value. (c) FUNCTIONAL AND PRESENTATION CURRENCY These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency. The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, all financial information presented in Australian dollars has been rounded to the nearest thousand unless otherwise stated. (d) USE OF ESTIMATES AND JUDGEMENTS The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes: • Note 3(c) and 16 – Trade and other receivables • Note 3(g) and 17 – Inventories • Note 3(j) and 23 – Provisions • Note 3(q) and 7 – Assets held for sale • Note 4 – Determination of fair values 46 47 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 3. SIGNIFICANT ACCOUNTING POLICIES Except as described below, the accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by the Group entities. (a) BASIS OF CONSOLIDATION BUSINESS COMBINATIONS Business combinations are accounted for using the acquisition method as at the acquisitions date – i.e. when control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable. The Group measures goodwill at acquisition date as: • The fair value of the consideration transferred; plus • The recognised amount of any non-controlling interests in the acquiree; plus • If the business combination is achieved in stages , the fair value of the existing equity interest in the acquiree; less • The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. SUBSIDIARIES Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its investment with the entity and has the ability affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. TRANSACTIONS ELIMINATED ON CONSOLIDATION Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. (b) FOREIGN CURRENCY FOREIGN CURRENCY TRANSACTIONS Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are generally recognised in profit or loss. (c) FINANCIAL INSTRUMENTS NON-DERIVATIVE FINANCIAL ASSETS The Group initially recognises loans and receivables on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provision of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or if it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through the profit or loss, held to maturity financial assets, loans and receivables and available-for-sale financial assets. Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses (see Note 3 (h)). Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value and are used by the Group in the management of its short-term commitments. NON-DERIVATIVE FINANCIAL LIABILITIES The Group initially recognises financial liabilities initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method. Other financial liabilities comprise loans and other borrowings, bank overdrafts, and trade and other payables. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management and included as a component of cash and cash equivalents for the statement of cash flows. 48 49 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 SHARE CAPITAL Ordinary shares (e) LEASES LEASED ASSETS Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. (d) PROPERTY, PLANT AND EQUIPMENT RECOGNITION AND MEASUREMENT Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. On initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Other leases are operating leases and the leased assets are not recognised on the Group’s statement of financial position. Items of plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Property is measured at fair value. LEASE PAYMENTS Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the following: • The cost of materials and direct labour, • Any costs directly attributable to bringing the assets to a working condition for their intended use, Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. • When the Group has an obligation to remove the assets or restore the site, as estimate of the costs of dismantling DETERMINING WHETHER AN ARRANGEMENT CONTAINS A LEASE and removing the items and restoring the site on which they are located, and • Capitalised borrowing costs. At inception of an arrangement, the Group determines whether such an arrangement is or contains a lease. This will be the case if the two following criteria are met: Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. • the fulfilment of the arrangement is dependent on the use of a specific asset or assets; and When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss. SUBSEQUENT EXPENDITURE Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. On-going repairs and maintenance are expensed as incurred. DEPRECIATION Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. Depreciation is calculated to write off the carrying value of property, plant and equipment less the estimated residual values using the straight-line basis over their estimated useful lives. Depreciation is generally recognised in profit or loss, unless the amount is included in the carrying amount of another asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated. The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows: • Buildings 40 years • Plant and equipment 3-12 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. • the arrangement contains a right to use the asset(s). At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of the relative fair values. If the Group concludes for a finance lease that it is impractical to separate the payments reliably, then an asset and liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Group’s incremental borrowing rate. (f) INTANGIBLE ASSETS AND GOODWILL GOODWILL Goodwill that arises upon the acquisition of subsidiaries is presented with intangible assets. For the measurement of goodwill at initial recognition, see Note 3(a). Subsequent measurement Goodwill is measured at cost less accumulated impairment losses. OTHER INTANGIBLE ASSETS Other intangible assets that are required by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. SUBSEQUENT EXPENDITURE Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific assets to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. 50 51 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 AMORTISATION Except for goodwill, intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful lives, from the date that they are available for use. Any impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amounts does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. The estimated useful lives for the current and comparative years are as follows: • patents and trademarks 5 years Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. (g) INVENTORIES Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on average cost and includes expenditure incurred in acquiring the inventories, production and conversion costs, and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale. (h) IMPAIRMENT NON-DERIVATIVE FINANCIAL ASSETS A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that the loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that financial assets are impaired includes default or delinquency by a debtor or indications that a debtor will enter administration. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment. NON-FINANCIAL ASSETS The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. An impairment loss is recognised if the carrying amount of an asset or cash-generating unit (CGU) exceeds its recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For impairment testing assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amount of the other assets in the CGU (group of CGUs) on a pro rata basis. (i) EMPLOYEE BENEFITS SHORT-TERM BENEFITS Short-term employee benefit obligations are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. SHARE-BASED PAYMENT TRANSACTIONS The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non- market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do not meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. Employee Share Bonus Plan The Employee Share Bonus Plan allows Group employees to acquire shares of the Company. Shares are allotted to employees who have served a qualifying period. Up to $1,000 per year in shares is allotted to each qualifying employee. The fair value of shares issued is recognised as an employee expense with a corresponding increase in equity. The fair value of the shares granted is measured using a present value method. Executive Share Plan The Executive Share Plan and the Performance Rights Plan allow Group employees to acquire shares of the Company. The fair value of options or rights granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options/right. The valuation method takes into account the exercise price of the option/right, the life of the option/right, the current price of the underlying shares, the expected volatility of the share price, the dividends expected of the shares and the risk-free interest rate for the life of the option/right. DEFINED CONTRIBUTION SUPERANNUATION FUNDS A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution superannuation funds are recognised as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. OTHER LONG-TERM BENEFITS The Group’s net obligation in respect of long-term service benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using expected future increases in wage and salary rates, including related on-costs and expected settlement dates, and is discounted using the rates attached to Government bonds at the reporting date which have maturity dates approximating to the terms of the Group’s obligations. 52 53 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 (j) PROVISIONS A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting risk adjusted future expected cash flows at a pre-tax discount rate that reflects the time value of money. The unwinding of the discount is recognised as a finance cost. WARRANTIES A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities. RESTRUCTURING A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for. (k) REVENUE SALE OF GOODS Revenue from the sale of goods in the ordinary course of business is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of the revenue can be measured reliably. Transfer of risks and rewards vary according to the terms of individual sale contracts. Transfer usually occurs when the product is received by the customer or upon completion when the customer requests delayed delivery. (l) FINANCE INCOME AND FINANCE COSTS Finance income comprises interest income on funds invested. Interest income is recognised as it accrues, using the effective interest rate method. Finance expenses comprise interest expense on borrowings. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. (m) TAX Tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. CURRENT TAX Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends. DEFERRED TAX Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: • • temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss temporary differences related to investments in subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future • taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. TAX CONSOLIDATION The Company and the wholly owned Australian subsidiaries set out in Note 28 are part of a tax-consolidated group with Korvest Ltd as the head entity. The implementation date of the tax consolidation system for the tax-consolidated group was 1 March 2013. Current tax expense (income), deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are allocated to the Company and recognised using a ‘group allocation’ approach. Deferred tax assets and deferred tax liabilities are measured by reference to the carrying amounts of the assets and liabilities in the Company’s balance sheet and their tax values applying under tax consolidation. Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of a member of the tax consolidation group are assumed by the head entity of the tax-consolidated group and are recognised as amounts payable (receivable) to other entities in the tax-consolidated group in conjunction with any tax funding arrangement amounts. Any difference between these amounts is recognised by the member of the tax consolidated group as an equity contribution from or distribution to the head entity. (n) GOODS AND SERVICES TAX Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the Statement of financial position. Cash flows are included in the Statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (o) EARNINGS PER SHARE The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary 54 55 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees. (p) SEGMENT REPORTING Segment results that are reported to the Group’s Managing Director (the chief operating decision maker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, head office expenses, and income tax assets and liabilities. (q) ASSETS HELD FOR SALE Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial asset and deferred tax assets, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on re-measurement are recognised in profit or loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated. (r) EARLY ADOPTED STANDARDS The Group has early adopted the amendments to AASB 136 relating to Recoverable Amount Disclosures for Non-Financial Assets with the date of initial application of 1 July 2013. The changes related to this amendment were minor and impacted disclosures only (see Note 19). (s) NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 July 2013, and have not been applied in preparing these consolidated financial statements. None of these are expected to have a significant effect on the Group’s consolidated financial statements. 4. DETERMINATION OF FAIR VALUES A number of Group’s accounting policies and disclosures require measurement of fair values, for both financial and non- financial assets and liabilities. The Group has adopted IFRS 13 Fair Value Measurement, with date of initial application of 1 July 2013. IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements when such measurements are required or permitted by other IFRSs. It unifies the definition of fair value as the price that would be received to sell or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It replaces and expands the disclosure requirements about fair value measurements in other IFRSs. As a result, the Group has applied additional disclosures in this regard (see Notes 7 and 18). In accordance with the transitional provisions of IFRS 13, the Group has applied the new fair value measurement guidance prospectively and has not provided any comparative information for the new disclosures. Notwithstanding the above, the change had no significant impact on the measurements of the Group’s assets and liabilities. The Group has an established control framework with respect to the measurement of fair values. The Finance Director has overall responsibility for all significant fair value measurements, including Level 3 fair values. The Finance Director regularly reviews significant unobservable inputs and valuation adjustments. If third party information is used to measure fair values, the Finance Director assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of AASB, including the level in the fair value hierarchy in which such valuations should be classified. Significant valuation issues are reported to the Audit Committee. When measuring the fair value of an asset or liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on inputs used in the valuation techniques as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices) • Level 3: inputs for asset or liability that are not based on observable market data (unobservable inputs). If inputs used to measure fair value of an asset or liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in relevant notes. (a) PROPERTY, PLANT AND EQUIPMENT The fair value of property, plant and equipment recognised as a result of a business combination is the estimated amount for which a property could be exchanged on the date of acquisition between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably. The fair value of items of plant, equipment, fixtures and fittings is based on the market approach and cost approaches using quoted market prices for similar items when available and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence. Land and buildings are valued by an independent valuer every three years. In the intervening years between independent valuations the directors make an assessment of the value of the land and buildings having regard for the most recent independent valuation. (b) INVENTORIES The fair value of inventories acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. (c) TRADE AND OTHER RECEIVABLES The fair values of trade and other receivables are estimated as the present value of future cash flows, discounted at the market rate of interest at the measurement date. Short-term receivables with no stated interest rate are measured at the original invoice amount if the effect of discounting is immaterial. Fair value is determined at initial recognition and, for disclosure purposes, at each annual reporting date. 56 57 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 (d) CONTINGENT CONSIDERATION INDUSTRIAL PRODUCTS PRODUCTION The fair value of contingent consideration arising in a business combination is calculated using the income approach based on the expected payment amounts and their associated probabilities (i.e. probability-weighted). Since the contingent consideration is long-term in nature, it is discounted to present value. (e) SHARE-BASED PAYMENT TRANSACTIONS The fair value of the performance rights is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility of the Company’s share prices, adjusted for changes expected due to publicly available information), weighted average expected life of the instruments, expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. (f) OTHER NON-DERIVATIVE FINANCIAL LIABILITIES Other non-derivative financial liabilities are measured at fair value, at initial recognition and for disclosure purposes, at each annual reporting date. Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the measurement date. For finance leases the market rate of interest is determined by reference to similar lease agreements. 5. SEGMENT REPORTING The Group has two reportable segments. The business is organised based on products and services. The following summary describes the operations in each of the Group’s reportable segments. Industrial Products - includes the manufacture of electrical and cable support systems, steel fabrication and access systems. It also includes the sale, hire and repair of high torque tools. It includes the businesses trading under the EzyStrut, Indax, Power Step and Titan Technologies names. Production – represents the Korvest Galvanising business, which provides hot dip galvanising services. The reportable segment also includes light to medium fabrication of components and machine guarding. Both reportable segments consist of the aggregation of a number of operating segments in accordance with AASB 8 Operating Segments. Information regarding the operations of each reportable segment is included below in the manner reported to the chief operating decision maker as defined in AASB 8. Performance is measured based on segment earnings before interest and tax (EBIT). Inter-segment transactions are not recorded as revenue. Instead a cost allocation relating to the transactions is made based on negotiated rates. IN THOUSANDS OF AUD External revenue Depreciation and amortisation Reportable segment profit before tax Reportable segment assets Capital expenditure IN THOUSANDS OF AUD 2014 2013 67,199 1,218 6,609 33,023 1,010 55,512 1,102 3,811 25,985 580 2014 6,557 363 2,085 3,842 57 Reconciliation of reportable segment profit, assets and other material items PROFIT Total profit for reportable segments Unallocated amounts – other corporate expenses (net of corporate income) Profit before income tax ASSETS Total assets for reportable segments Other unallocated amounts Total assets CAPITAL EXPENDITURE Capital expenditure – reportable segments Other unallocated amounts Total OTHER MATERIAL ITEMS Depreciation – reportable segments Unallocated amounts – other corporate depreciation Total GEOGRAPHICAL SEGMENTS The Group operates predominately in Australia. CUSTOMERS TOTAL 2013 2013 2014 6,211 384 1,695 4,161 230 2014 8,694 (990) 7,704 36,865 11,940 48,805 1,067 881 1,948 1,581 193 1,774 73,756 61,723 1,581 8,694 36,865 1,067 1,486 5,506 30,146 810 2013 5,506 (49) 5,457 30,146 14,005 44,151 810 692 1,502 1,486 166 1,652 Revenue from one customer of the Group’s Industrial Products segment represented $8,154,000 (2013: $178,000) of the Group’s total revenues. 58 59 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 6. ACQUISITION OF SUBSIDIARIES No acquisitions took place during the current year however in the prior year on 28 February 2013 the Group purchased 100% of the issued capital of Power Step (Australia) Pty Ltd (Power Step) and Titan Technologies (SE Asia) Pty Ltd (Titan). Power Step designs and assembles access systems for large mobile equipment. Titan sells, hires and services high torque wrenches and hydraulic tensioning tools. The businesses were sold as a package by the same vendor. The following summarises the final accounting for the major classes of consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date. GOODWILL Goodwill was recognised as a result of the acquisition as follows. IN THOUSANDS OF AUD Total consideration transferred Fair value of identifiable net assets Impact on the goodwill recognized as result of the post-acquisition information received: CONSIDERATION TRANSFERRED - FINAL IN THOUSANDS OF AUD Cash Deferred consideration Contingent consideration Contingent consideration 3,646 461 - 4,107 Goodwill as at 30 June 2013 Adjustment to purchase consideration Adjustment to fair value of assets and liabilities assumed Goodwill as at 30 June 2014 7. DISPOSAL GROUP HELD FOR SALE 4,106 2,385 1,721 2,071 (500) 150 1,721 The Power Step / Titan sale agreement provided that $500,000 of the purchase consideration was payable on the execution of an agreement between Titan and Titan Technologies International Inc (TTI Inc) whereby Titan is appointed as an authorised dealer of TTI Inc on terms satisfactory to Korvest. At acquisition date and at 30 June 2013 it was expected that such an agreement would be executed and the amount was therefore included as contingent consideration. Subsequently, Korvest received information that it was not possible for such an agreement to be executed and as a result the contingent consideration has been revised down from $500,000 to nil and consequently the overall consideration revised from $4,607,000 as previously reported, to $4,107,000. IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED - FINAL IN THOUSANDS OF AUD Plant and equipment Intangible assets Inventories Trade receivables Other debtors and prepayments Current tax asset Deferred tax asset Cash and cash equivalents Loans and borrowings Trade and other payables Provisions (employee entitlements and warranty) 385 44 1,803 845 38 94 488 (293) (171) (430) (418) 2,385 In April 2014, the directors have committed to a plan to sell the Indax business to free up the facility it currently occupies in order to accommodate the expansion of the EzyStrut business which has created capacity challenges on the Kilburn manufacturing site. Accordingly, plant, equipment and inventory of Indax business are presented as a disposal group held for sale. Efforts to sell the disposal group have started and the business is expected to be divested by December 2014. The Indax business is presented in the Industrial Products reportable segment. (a) IMPAIRMENT LOSS RELATING TO THE DISPOSAL GROUP Impairment losses of $678,000 for write-downs of the disposal group to the lower of its carrying amount and its fair value less costs to sell have been included in administration expenses (see note 9). The impairment losses have been applied to the carrying amount of the property, plant and equipment ($263,000) and inventory ($415,000) within the disposal group. (b) ASSETS AND LIABILITIES OF DISPOSAL GROUP HELD FOR SALE At 30 June 2014, the disposal group was stated at fair value less costs to sell and comprised the following assets and liabilities: IN THOUSANDS OF AUD Plant and equipment Inventories Assets held for sale Payables Liabilities held for sale NOTE 18 2014 582 870 1,452 - - 61 During the year since the acquisition date Korvest undertook a review of the fair values attributed to assets and liabilities assumed as part of the acquisition. As a result of that review and the receipt of final acquisition information it was identified that the Trade and other payables amount initially recognised at $280,000 should be reassessed to $430,000. This results in the value of the net assets assumed decreasing from $2,535,000 to $2,385,000. (c) CUMULATIVE INCOME OR EXPENSE INCLUDED IN OTHER COMPREHENSIVE INCOME There are no cumulative income or expenses included in other comprehensive income relating to the disposal group. 60 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 (d) MEASUREMENT OF FAIR VALUES (i) FAIR VALUE HIERARCHY The non-recurring fair value measurement for the disposal group of $1,452,000 has been categorised as Level 3 fair value based on the inputs used the valuation technique used (see Note 4). (ii) VALUATION TECHNIQUE AND SIGNIFICANT UNOBSERVABLE INPUTS The following table shows the valuation technique used in measuring the fair value of the disposal group, as well as significant unobservable inputs used. VALUATION TECHNIQUE SIGNIFICANT UNOBSERVABLE INPUTS Fair value property plant and equipment was based on Indicative offers from prospective buyers indicative offers from prospective buyers received by the Group. The fair value of inventory reflects recoverable amount determined with reference to market price and considering net realisable value. 8. REVENUE AND OTHER INCOME IN THOUSANDS OF AUD REVENUE Sales of goods 2014 2013 73,756 73,756 61,723 61,723 EXPENSES 9. IN THOUSANDS OF AUD Cost of goods sold Distribution expenses Sales, marketing and warehousing expenses Administration expenses Other expenses PROFIT BEFORE INCOME TAX HAS BEEN ARRIVED AT AFTER CHARGING / (CREDITING) THE FOLLOWING ITEMS Depreciation of buildings Depreciation of plant and equipment Increase / (decrease) in provisions Executive share plan expense Employee share bonus plan expense Impairment loss/(reversal) on trade receivables Impairment loss/(reversal) on inventories Impairment loss/(reversal) on disposal group held for sale Loss on disposal of property, plant and equipment Research and development expense NOTE 18 23 22 22 7 2014 41,293 5,177 16,590 2,971 70 66,101 79 1,695 1,774 (74) 156 64 37 - 678 71 128 2013 33,908 5,215 15,106 2,090 67 56,386 78 1,574 1,652 (58) 11 55 411 (167) - 78 23 62 63 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 10. EMPLOYEE BENEFIT EXPENSES IN THOUSANDS OF AUD Wages and salaries Other associated personnel expenses Contributions to defined contribution superannuation funds Termination benefits Increase / (decrease) in liability for annual leave Increase in liability for long service leave Equity-settled share-based payments NOTE 22 22 22 22 2014 18,879 2,319 1,521 34 145 331 220 2013 16,703 2,358 1,397 258 (32) 316 66 13. TAXES IN THOUSANDS OF AUD TAX RECOGNISED IN PROFIT OR LOSS CURRENT TAX EXPENSE Current year Adjustments for prior years DEFERRED TAX EXPENSE Origination and reversal of temporary differences 23,449 21,066 Total income tax expense in Statement of profit and loss and comprehensive income 2014 2013 2,815 - 2,815 (714) 2,101 1,569 5 1,574 58 1,632 11. FINANCE INCOME AND FINANCE COSTS IN THOUSANDS OF AUD 2014 2013 RECOGNISED IN PROFIT OR LOSS IN THOUSANDS OF AUD Interest income on bank deposits held Interest expense from bank overdrafts Net financing income recognised in profit or loss 12. AUDITORS’ REMUNERATION IN AUD AUDIT SERVICES Auditors of the Group KPMG Australia: Audit and review of financial statements OTHER SERVICES Auditors of the Group KPMG Australia Other taxation, consulting and due diligence services 2014 50 (1) 49 2013 125 (5) 120 2014 2013 82,800 82,800 70,300 70,300 26,933 26,933 35,402 35,402 NUMERICAL RECONCILIATION BETWEEN TAX EXPENSE AND PRE-TAX NET PROFIT Profit before tax Income tax using the domestic corporation tax rate of 30% (2013: 30%) Non-deductible expenses Recognition of tax effect of previously unrecognised tax losses Under / (over) provided in prior years Income tax expense on pre-tax net profit RECOGNISED DEFERRED TAX ASSETS AND LIABILITIES Deferred tax assets and liabilities are attributable to the following: 7,704 2,311 40 (250) - 2,101 5,456 1,639 (12) - 5 1,632 IN THOUSANDS OF AUD Property, plant and equipment Inventories Provisions / accruals Other items Tax loss carried forward Tax (assets) / liabilities Set off of tax Net tax (assets) / liabilities ASSETS LIABILITIES NET 2014 - (482) (1,053) (255) (250) (2,040) 2,040 - 2013 - (542) (917) (157) (78) (1,694) 1,694 - 2014 1,488 372 - - - 1,860 (2,040) (180) 2013 1,825 324 - - - 2,149 (1,694) 455 2014 1,488 (110) (1,053) (255) (250) (180) - (180) 2013 1,825 (218) (917) (157) (78) 455 - 455 64 65 Inventories Provisions / accruals Other items Tax loss carried forward IN THOUSANDS OF AUD Property, plant and equipment Inventories Provisions / accruals Other items Tax loss carried forward NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 MOVEMENT IN DEFERRED TAX BALANCES DURING THE YEAR IN THOUSANDS OF AUD BALANCE 30 JUNE 13 RECOGNISED IN PROFIT RECOGNISED IN OCI RECOGNISED DIRECTLY IN EQUITY BALANCE 30 JUNE 14 Property, plant and equipment (1,825) 217 917 158 78 (455) 81 (107) 136 11 172 293 256 - - - - 256 - - - 86 - 86 (1,488) 110 1,053 255 250 180 BALANCE 30 JUNE 12 RECOGNISED IN PROFIT ACQUIRED IN BUSINESS COMBINATIONS BALANCE 30 JUNE 13 (1,871) 25 688 272 - (886) 46 (107) 101 (114) 19 (55) - 299 128 - 59 486 (1,825) 217 917 158 78 (455) 14. EARNINGS PER SHARE BASIC AND DILUTED EARNINGS PER SHARE The calculation of basic earnings per share at 30 June 2014 was based on the net profit attributable to ordinary shareholders of $5,602,803 (2013: $3,824,810) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2014 of 8,744,067 (2013: 8,693,760). The calculation of diluted earnings per share at 30 June 2014 was based on the profit attributable to ordinary shareholders of $5,602,803 (2013: $3,824,810) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2014 of 8,816,524 (2013: 8,772,279). WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES IN THOUSANDS OF SHARES Issued ordinary shares at 1 July Effect of shares issued during year Weighted average number of ordinary shares at 30 June WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES (DILUTED) IN THOUSANDS OF SHARES Weighted average number of ordinary shares (basic) Effect of Executive Share Plan Weighted average number of ordinary shares at 30 June 2014 8,710 64 8,774 2014 8,774 43 8,817 2013 8,680 14 8,694 2013 8,694 78 8,772 EARNINGS PER SHARE Basic and diluted earnings per share IN AUD CENTS Basic earnings per share from continuing operations Diluted earnings per share from continuing operations 15A. CASH AND CASH EQUIVALENTS IN THOUSANDS OF AUD Cash in hand Bank balances Call deposits Cash and cash equivalents in the statement of cash flows The Group had an unused overdraft facility of $0.75 million as at 30 June 2014. 2014 64.1 63.6 2014 2 (1,531) 2,026 497 15B. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES IN THOUSANDS OF AUD NOTE 2014 CASH FLOWS FROM OPERATING ACTIVITIES Profit for the period Adjustments for: Depreciation and amortisation Impairment of property, plant and equipment Impairment of trade receivables Impairment of inventories Loss on sale of property, plant and equipment Equity-settled share-based payment expenses (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories (Decrease)/increase in trade and other payables (Decrease)/increase in deferred tax liabilities (Decrease)/increase in income taxes payable (Decrease)/Increase in provisions and employee benefits Net cash from operating activities 18,9 18 9 9 9 22 5,603 1,774 263 214 415 47 208 8,524 (5,376) (3,082) 3,304 (292) 748 402 4,228 2013 44.0 43.6 2013 - 483 1,955 2,438 2013 3,825 1,653 - 411 (167) 78 50 5,850 2,716 1,146 (1,088) 57 (1,383) 226 7,524 66 67 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 16. TRADE RECEIVABLES 18. PROPERTY, PLANT AND EQUIPMENT IN THOUSANDS OF AUD CURRENT Other receivables and prepayments Trade receivables NOTE 25 2014 235 17,471 17,706 Trade receivables are shown net of provided impairment losses amounting to $562,000 (2013: $525,000). 17. INVENTORIES IN THOUSANDS OF AUD Raw materials and consumables Work in progress Finished goods 2014 832 105 10,366 11,303 2013 174 12,360 12,534 2013 538 194 8,774 9,506 Finished goods are shown net of impairment losses amounting to $891,000 (2013: $991,000) arising from the likely inability to sell a product range. IN THOUSANDS OF AUD COST Balance at 1 July 2012 Acquisitions through business combinations Other acquisitions Disposals Balance at 30 June 2013 Balance at 1 July 2013 Revaluation Acquisitions Disposals Reclassification to assets held for sale Balance at 30 June 2014 DEPRECIATION AND IMPAIRMENT LOSSES Balance at 1 July 2012 Acquisitions through business combinations Depreciation charge for the year Disposals Balance at 30 June 2013 Balance at 1 July 2013 Depreciation charge for the year Revaluation Impairment Disposals Reclassification to assets held for sale Balance at 30 June 2014 CARRYING AMOUNTS At 1 July 2012 At 30 June 2013 At 30 June 2014 FAIR VALUE HIERARCHY LAND AND BUILDINGS (FAIR VALUE) PLANT AND EQUIPMENT (COST) TOTAL 8,100 - 69 - 8,169 8,169 (1,089) - - - 7,080 77 - 78 - 155 155 79 (234) - - - - 8,023 8,014 7,080 19,304 865 1,433 (3,474) 18,128 18,128 - 1,948 (244) (1,424) 18,408 9,946 480 1,574 (3,367) 8,633 8,633 1,695 - 263 (173) (842) 9,576 9,358 9,495 8,832 27,404 865 1,502 (3,474) 26,297 26,297 (1,089) 1,948 (244) (1,424) 25,488 10,023 480 1,652 (3,367) 8,788 8,788 1,774 (234) 263 (173) (842) 9,576 17,381 17,509 15,912 At least every three years the directors obtain an independent valuation to support the fair value of Land and Buildings. This valuation is used by the directors as a guide in determining the directors’ valuation for the Land and Buildings. An independent valuation of Land and Buildings was carried out in March 2014 by Mr Mark Klenke, AAPI MRICS FFIN of AON Valuation Services on the basis of the open market value of the properties concerned in their highest and best use and was used as a reference for director’s valuation as at 30 June 2014. The carrying amount of the Land and Buildings at cost at 30 June 2014 if not revalued would be $1,065,972. 68 69 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 LEVEL 3 FAIR VALUES 19. INTANGIBLE ASSETS AND GOODWILL The following table shows reconciliation from the opening balances to the closing balances for Level 3 fair values: IN THOUSANDS OF AUD Opening balance at 1 July 2013 Depreciation for the year Change in fair value recognised in Asset Revaluation Reserve Tax effect of revaluation Closing balance at 30 June 2014 8,014 (80) (598) (256) 7,080 VALUATION TECHNIQUE AND SIGNIFICANT UNOBSERVABLE INPUTS The following table shows the valuation technique used in measuring the fair value of Land and Buildings, as well as the significant unobservable inputs used. VALUATION TECHNIQUE SIGNIFICANT UNOBSERVABLE INPUTS Market yield - 9.5% Potential rental rate - $56/m2 Land value for vacant land - $150/m2 Capitalised income approach: the valuation model applies a yield to the property’s value to assess its value less any required capital expenditure. The yield applied to the potential rental return from the property is based on recent sales and has been calculated by dividing the estimated rental return from comparable sales to derive a fair market sales price. Capitalised value has been increased by value of a vacant land as the property has below average site coverage indicating further capacity for development. INTER-RELATIONSHIP BETWEEN KEY UNOBSERVABLE INPUTS AND FAIR VALUE MEASUREMENT The estimated market value would increase if: • Market yields were higher • Potential rental return was higher • Land value was higher IN THOUSANDS OF AUD COST Balance at 1 July 2012 Acquisitions through business combinations Balance at 30 June 2013 Balance at 1 July 2013 Impact of post-acquisition reassessment (see note 6) Acquisitions Balance at 30 June 2014 ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES Balance at 1 July 2012 Amortisation for the year Balance at 30 June 2013 Balance at 1 July 2013 Amortisation for the year Balance at 30 June 2014 CARRYING AMOUNTS At 1 July 2012 At 30 June 2013 At 30 June 2014 GOODWILL TRADEMARKS TOTAL - 2,071 2,071 2,071 (350) - 1,721 - - - - - - - 2,071 1,721 - 44 44 44 - - 44 - 1 1 1 9 10 - 43 34 - 2,115 2,115 2,115 (350) - 1,765 - 1 1 1 9 10 - 2,114 1,755 IMPAIRMENT TESTING FOR CASH GENERATING UNITS CONTAINING GOODWILL For the purposes of impairment testing, goodwill is allocated to the Group’s operating divisions. The aggregate carrying amounts of goodwill allocated to each CGU are as follows. IN THOUSANDS OF AUD Power Step and Titan Technologies NOTE 2014 1,721 2013 2,071 The recoverable amount of the CGU is based on its value in use, determined by discounting the future cash flows to be generated from continuing use of the CGU. The fair value measurement was categorised as level 3 fair value based on the inputs in the valuation technique used (see Note 4). 70 71 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represented management’s assessment of future trends in the relevant industries and were based on historical data from both internal and external sources. Discount rate Terminal growth rate Sales growth rate (average of next five years) 14.0% 3.0% 15% pa The discount rate was a pre-tax measure estimated based on the rate of 10-year government bonds issued by the government in the relevant market and in the same currency as the cash flows, adjusted for a risk premium to reflect both the increased risk of investing in equities generally and the systematic risk of the specific CGU. The cash flow projections included specific estimates for five years and a terminal value growth rate thereafter. The terminal growth rate was determined based on management’s estimate of the long-term compound annual sales growth rate, consistent with the assumption that a market participant would make. Sales growth was projected taking into account average growth levels experienced in the past and the estimated sales volume and price growth for the next five years. Management has identified that a reasonably possible change in two key assumptions could cause the carrying amount to exceed the recoverable amount. The following table shows the amount by which these two assumptions would need to change individually for the estimated recoverable amount to be equal to the carrying amount. Discount rate Sales growth rate (average of next five years) 20. TRADE AND OTHER PAYABLES IN THOUSANDS OF AUD Other trade payables and accrued expenses Non-trade payables and accrued expenses Contingent consideration CHANGE REQUIRED FOR CARRYING AMOUNT TO EQUAL RECOVERABLE AMOUNT 0.25% (0.8%) NOTE 25 2014 4,338 3,846 - 8,184 2013 2,883 1,847 500 5,230 21. LOANS AND BORROWINGS This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate and foreign currency risk, see Note 25. IN THOUSANDS OF AUD CURRENT LIABILITIES Unsecured loan Finance lease liabilities NON-CURRENT LIABILITIES Unsecured government loan at nominal value Fair value adjustment Unsecured government loan at fair value 2014 - - - 40 (40) - 2013 156 11 167 40 (40) - IN THOUSANDS OF AUD Less than one year Between one and five years More than five years FUTURE MINIMUM LEASE PAYMENTS INTEREST PRESENT VALUE OF MINIMUM LEASE PAYMENTS 2014 - - - - 2013 11 - - 11 2014 2013 2014 - - - - - - - - - - - - 2013 11 - - 11 22. EMPLOYEE BENEFITS IN THOUSANDS OF AUD CURRENT Liability for annual leave Liability for long service leave NON CURRENT Liability for long-service leave Total employee benefits 2014 2013 1,230 1,025 2,255 657 2,912 1,085 727 1,812 624 2,436 (a) DEFINED CONTRIBUTION SUPERANNUATION FUNDS The Group makes contributions to defined contribution superannuation funds. The amount recognised as an expense was $1,520,782 for the financial year ended 30 June 2014 (2013: $1,397,167). 72 73 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 (b) SHARE BASED PAYMENTS (EQUITY-SETTLED) EXECUTIVE SHARE PLAN (ESP) - DISCONTINUED In March 2005, the Group established a share option plan that entitled selected senior executives to acquire shares in the entity subject to the successful achievement of performance targets related to improvements in total shareholder returns over a two-year option period. The plan was discontinued in 2010 with no new issues made under the plan since that time. The plan remains in operation for those employees granted options under that plan prior to 2010. The options were exercisable if the total shareholder return (measured as share price growth plus dividends paid) over a two-year period from the grant date exceeded ten per cent plus CPI per annum. Once exercised the shares are forfeited if the holder ceases to be an employee of the Group within a further three-year period. The shares issued pursuant to these options are financed by an interest free loan from the Company repayable within twenty years from the proceeds of dividends declared by the Company. These loans are of a non-recourse nature. For accounting purposes these 20-year loans are treated as part of the options to purchase shares, until the loan is extinguished at which point the shares are recognised. The options were offered only to selected senior executives. Details of the options are below: KORVEST PERFORMANCE RIGHTS PLAN (KPRP) In August 2011 the Company established a performance rights plan to replace the ESP. In November 2011 the first performance rights were granted under the plan and further issues have been granted annually since. The plan is designed to provide long term incentives to eligible senior employees of the Group and entitles them to acquire shares in the Company, subject to the successful achievement of performance hurdles related to earnings per share (EPS). Under the plan, eligible employees are offered Performance Rights, which enables the employee to acquire one fully paid ordinary share in the Company for no monetary consideration, once the Performance Rights vest. The conditions attached to the Performance Rights are measured over the three year period commencing at the beginning of the financial year in which the Performance Rights are granted. If the performance conditions at the end of the three year period are met, in whole or in part, all or the relevant percentage of the Performance Rights will vest. GRANT DATE March 2005 March 2009 November 2011 November 2012 November 2013 Total share options / performance rights PLAN NUMBER OF OPTIONS / RIGHTS INITIALLY GRANTED NUMBER OUTSTANDING AT BALANCE DATE AASBS NUMBER OUTSTANDING AT BALANCE DATE ASX ESP ESP KPRP KPRP KPRP 60,000 85,000 120,000 80,500 79,500 425,000 15,000 10,000 43,670 73,000 79,500 221,170 - - 43,670 73,000 79,500 196,170 Options subject to a non-recourse loan for the purchase of shares are not recognised as exercised by International Financial Reporting Standards, until the loan is extinguished at which point the shares are recognised. During the year $198,000 (80,000 shares) was repaid to the Company by executives who hold ESP’s. MEASUREMENT OF FAIR VALUES The fair value of the rights granted through the KPRP was measured based on the Black-Scholes formula. Expected volatility is estimated by considering historic share price volatility over the twelve months prior to grant date. The inputs used in the measurement of the fair value at grant date of the KPRP were as follows. Fair value at grant date Share price at grant date Exercise price Share price volatility Dividend yield Risk free interest rate (based on government bonds) Life of options Advised Restriction period (after vesting) 2014 $4.97 $6.44 - 32.7% 7.14% 4.17% 3 yrs 2 yrs 2013 $4.73 $6.40 - 35.4% 8.28% 3.11% 3 yrs 2 yrs 74 75 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 RECONCILIATION OF OUTSTANDING SHARE OPTIONS/RIGHTS GRANT DATE 2014 PREVIOUS PLAN Mar 2005 Mar 2009 Apr 2010 Weighted average exercise price CURRENT PLAN Nov 2011 Nov 2012 Nov 2013 Weighted average exercise price 2013 PREVIOUS PLAN Mar 2005 Mar 2009 Apr 2010 Weighted average exercise price CURRENT PLAN Nov 2011 Nov 2012 Weighted average exercise price EXERCISE DATE EXPIRY DATE EXERCISE PRICE NUMBER OF OPTIONS/RIGHTS AT BEGINNING OF YEAR RIGHTS GRANTED LAPSED FORFEITED EXERCISED NUMBER OF OPTIONS AT END OF YEAR ON ISSUE VESTED AND EXERCISABLE AT 30 JUNE Jan 2007 Jan 2011 Jan 2011 Jul 2014 Jul 2015 Jul 2016 Jan 2027 Jan 2031 Jan 2031 Jun 2014 Jun 2015 Jun 2016 Jan 2007 Jan 2011 Jan 2011 Jan 2027 Jan 2031 Jan 2031 Jul 2014 Jul 2015 Jun 2014 Jun 2015 $4.36 $3.79 $3.79 - - - $4.36 $3.79 $3.79 - - 45,000 45,000 15,000 105,000 $4.03 110,000 73,000 - 183,000 $Nil 52,500 45,000 15,000 112,500 $4.04 120,000 120,000 $Nil - - - - - - 79,500 79,500 $Nil - - - - - 80,500 80,500 $Nil - - - - (66,330) - - (66,330) $Nil - - - - - - - - - - - - - - - - - - - - (10,000) (7,500) (17,500) $Nil (30,000) (35,000) (15,000) (80,000) $4.00 - - - - (7,500) - - (7,500) $4.36 - - - 15,000 10,000 - 25,000 $4.13 - 73,000 79,500 262,500 $Nil 45,000 45,000 15,000 105,000 $4.06 110,000 73,000 183,000 $Nil - - - - 43,670 - - 43,670 $Nil - - - - - - - 76 77 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 EXPENSE RECOGNISED IN PROFIT OR LOSS EQUITY-SETTLED SHARE-BASED PAYMENT TRANSACTIONS IN THOUSANDS OF AUD Share options granted in FY 2008 Share options granted in FY 2009 Performance rights granted in FY 2012 Performance rights granted in FY 2013 Performance rights granted in FY 2014 Expense arising from employee share scheme Total expense recognised for equity-settled share-based payment 23. PROVISIONS IN THOUSANDS OF AUD Balance at 1 July 2013 Provisions made during the year Provisions reduced during the year Provisions used during the year Balance at 30 June 2014 Current Non-current SITE RESTORATION AND SAFETY 2014 11 1 12 - 132 64 220 2013 19 1 (9) - - 55 66 SITE RESTORATION WARRANTIES 333 - - - 333 - 333 333 169 30 (104) - 95 95 - 95 A provision of $360,000 was initially made during the financial year ended 30 June 2003 in respect of the Company’s obligation to rectify potential environmental damage at the main site premises in Kilburn. The provision is reassessed annually and is now based on an estimate of the current day cost to rectify the site. It has been assumed that the rectification would occur in 10 years. Provisions are determined by discounting risk adjusted future expected cash flows at a pre-tax discount rate that reflects the time value of money. A discount rate of 6.5% and an inflation rate of 3.0% have been used for the calculation. WARRANTIES Power Step assemblies are sold with a warranty period of 12 months from installation date or 18 months from invoice date, whichever occurs first. The provision is based on estimates made from historical warranty data associated with similar products. The entire warranty provision has been treated as current. 24. CAPITAL AND RESERVES SHARE CAPITAL IN THOUSANDS OF SHARES On issue at 1 July Issued under the Employee Share Bonus Plan Issued under the Executive Share Plan Issued under Dividend Reinvestment Plan Issued for cash On issue at 30 June – fully paid ORDINARY SHARES 2014 8,710 30 80 692 915 2013 8,680 22 8 - - 10,427 8,710 The Company issued new shares under the Dividend Reinvestment Plan applying to the Special Dividend. Eligible shareholders (those with registered address in Australia or New Zealand) had an opportunity to reinvest all or part of their Special Dividend entitlement in the Company’s shares instead of receiving cash. The new shares were issued at a 5% discount with a cap price of $5.50 per share. Effective 1 July 1998, the Company Law Review Act abolished the concept of par value shares and the concept of authorised capital. Accordingly, the Company does not have authorised capital or par value in respect of its issued shares. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets. REVALUATION RESERVE The revaluation reserve relates to land and buildings measured at fair value in accordance with Australian Accounting Standards. PROFITS RESERVE The profits reserve represents current year and accumulated profits transferred to a reserve to preserve the characteristic as a profit and not appropriate against prior year accumulated losses. Such profits are available to enable payment of franked dividends in the future. EQUITY COMPENSATION RESERVE The Equity compensation reserve represents the accumulated expense recognised for share-based payments granted by the Company to date. This reserve will be reversed against share capital or retained earnings when the underlying shares vest in the employee. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. 78 79 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 DIVIDENDS Dividends recognised in the current year by the Company are: IN THOUSANDS OF AUD CENTS PER SHARE TOTAL AMOUNT FRANKED / UNFRANKED DATE OF PAYMENT 2014 Special 2014 Interim 2014 ordinary Final 2013 ordinary Total amount 2013 Interim 2013 ordinary Final 2012 ordinary Total amount 100.0 26.0 20.0 26.0 30.0 8,822 2,269 1,739 12,830 2,259 2,604 4,863 Fully franked Fully franked 27 June 2014 12 March 2014 Fully franked 6 September 2013 Fully franked 13 March 2013 Fully franked 6 September 2012 Franked dividends declared or paid during the year were franked at the tax rate of 30%. After the balance sheet date the following dividends were proposed by the directors. The dividends have not been provided. The declaration and subsequent payment of dividends has no income tax consequences. IN THOUSANDS OF AUD CENTS PER SHARE TOTAL AMOUNT FRANKED / UNFRANKED DATE OF PAYMENT Final ordinary Total amount 31.0 3,240 3,240 Fully franked 5 September 2014 The financial effect of these dividends have not been brought to account in the financial statements for the financial year ended 30 June 2014 and will be recognised in subsequent financial reports. DIVIDEND FRANKING ACCOUNT IN THOUSANDS OF AUD 30% franking credits available to shareholders of Korvest Ltd for subsequent financial years 2014 10,975 2013 12,841 The above available amounts are based on the balance of the dividend franking account at year-end adjusted for: (a) franking credits that will arise from the payment of the current tax liabilities; (b) franking debits that will arise from the payment of dividends recognised as a liability at the year-end; (c) franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated group at the year-end; and (d) franking credits that the entity may be prevented from distributing in subsequent years. The ability to utilise the franking credits is dependent upon being able to declare dividends. The impact on the dividend franking account of dividends proposed after the reporting date but not recognised as a liability is to reduce it by $1,388,685 (2013: $755,560). 25. FINANCIAL INSTRUMENTS FINANCIAL RISK MANAGEMENT OVERVIEW The Group has exposure to the following risks from their use of financial instruments: • credit risk; • liquidity risk; and • market risk. The board of directors has overall responsibility for the establishment and oversight of the risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. The Audit Committee oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. CREDIT RISK Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. EXPOSURE TO CREDIT RISK The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date is summarised below: IN THOUSANDS OF AUD Cash and cash equivalents Trade and other receivables TRADE AND OTHER RECEIVABLES NOTE 15A 16 2014 497 17,706 2013 2,438 12,534 The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk, particularly in the current deteriorating economic circumstances. There is an established credit policy under which each new customer is analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group’s review includes external ratings and in some trade references when applicable and available. Purchase limits are established for each customer, which represent the maximum open amount without requiring further approval. These limits are subject to on-going review. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis. Goods are sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. The Group otherwise does not require collateral in respect of trade and other receivables. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of 80 81 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. The maximum exposure to credit risk for trade and other receivables at the end of the reporting period by geographic region was as follows. IN THOUSANDS OF AUD Australia America Africa South East Asia CARRYING VALUE 2014 16,844 25 59 778 2013 12,357 11 117 49 17,706 12,534 At 30 June 2014, the Group’s most significant customer, located in Australia, accounted for $4,981,412 of the trade and other receivables carrying amount (2013: $1,584). IMPAIRMENT LOSSES The ageing of the trade and other receivables at the reporting date that were not impaired was as follows: IN THOUSANDS OF AUD Not past due nor impaired Past due 0-30 days Past due 31-90 days More than 91 days GROSS 2014 11,387 5,612 707 - 17,706 The movement in the allowance for impairment in respect of trade receivables during the year was as follows: IN THOUSANDS OF AUD Balance at 1 July Amounts written off against allowance Impairment loss (recognised) / reversed Balance at 30 June 2014 (525) 148 (185) (562) GROSS 2013 7,094 3,957 1,206 277 12,534 2013 (918) 646 (253) (525) The impairment loss at 30 June 2014 relates to a number of customers where an assessment has been made that the amounts are likely to be uncollectable. CASH AND CASH EQUIVALENTS The Group held cash and cash equivalents of $497,000 at 30 June 2014 (2013: $2,438,000), which represents its maximum credit exposure on these assets. The cash and cash equivalents are held with major Australian banks. LIQUIDITY RISK Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables. In addition, the Group maintains the following lines of credit: • $0.75 million overdraft facility that is unsecured. The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, including estimated interest payments. The amounts disclosed are the contractual undiscounted cash flows (inflows shown as positive, outflows as negative). IN THOUSANDS OF AUD NON-DERIVATIVE FINANCIAL LIABILITIES 2014 2013 CARRYING AMOUNT CONTRACTUAL CASH FLOWS 6 MTHS OR LESS 6 – 12 MNTHS CARRYING AMOUNT CONTRACTUAL CASH FLOWS 6 MTHS OR LESS 6 – 12 MNTHS Trade and other payables 8,184 (8,184) (8,184) Unsecured Loans Contingent consideration Finance Lease MARKET RISK - - - - - - - - - 8,184 (8,184) (8,184) - - - - - 4,730 (4,730) (4,500) 156 500 11 (156) (500) (11) - (500) (6) (230) (156) - (5) 5,397 (5,397) (5,006) (391) Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. CURRENCY RISK The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the Australian dollar (AUD). The currency in which these transactions are primarily denominated is US dollars (USD). The Group sells to a variety of customers including wholesalers and end users and does not have a concentration of credit risk in any one sector. EXPOSURE TO CURRENCY RISK Based on the Group’s monitoring of customer credit risk, the Group believes that, except as indicated above, no impairment allowance is necessary in respect of trade receivables not past due. The Group did not have any material exposure to foreign currency risk and as a result movements in the Australian dollar against other currencies will not have a material impact on the Group’s profit or equity. INTEREST RATE RISK The Group is not currently exposed in any material way to interest rate risk. The risk is limited to the re-pricing of short term deposits utilised for surplus funds. Such deposits generally re-price approximately every 30 days. 82 83 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 EXPOSURE TO INTEREST RATE RISK Movements in interest rates will not have a material impact on the Group’s profit or equity. OTHER MARKET PRICE RISK The Group has no material financial instrument exposure to other market price risk as it is not exposed to either commodity price risk or equity securities price risk. The Group does not enter into commodity contracts other than to meet the Group’s expected usage requirements. CAPITAL MANAGEMENT The Group’s objectives when managing capital (net debt and equity) are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. During the year the Group was not subject to externally imposed capital requirements. There were no changes in the Group’s approach to capital management during the year. ACCOUNTING CLASSIFICATIONS AND FAIR VALUES FAIR VALUES VS CARRYING VALUES 26. OPERATING LEASES LEASES AS LESSEE At the end of the reporting period, the future minimum lease payments under non-cancellable operating leases are payable as follows: IN THOUSANDS OF AUD Less than one year Between one and five years More than five years 2014 778 1,043 - 1,821 2013 829 1,602 - 2,431 The Group leases a number of warehouse and factory facilities under operating leases. The leases typically run for a period of five years, with an option to renew the lease after that date. Lease payments are increased periodically to reflect market rentals. None of the leases includes contingent rentals. Rentals are increased by CPI or similar each year. During the financial year ended 30 June 2014, $897,585 was recognised as an expense in the Statement of profit and loss and comprehensive income in respect of operating leases (2013: $844,918). The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position are as follows: 27. CAPITAL AND OTHER COMMITMENTS IN THOUSANDS OF AUD Trade and other receivables Cash and cash equivalents Trade and other payables Loans and borrowings CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE NOTE 16 15A 20 21 2014 17,706 497 (8,184) - 2014 17,706 497 (8,184) - 10,019 10,019 2013 12,534 2,438 (5,230) (167) 9,575 2013 12,534 2,438 (5,230) (167) 9,575 The carrying amounts of the above financial assets and liabilities are considered to be a reasonable approximation of their fair values. IN THOUSANDS OF AUD CAPITAL EXPENDITURE COMMITMENTS PLANT AND EQUIPMENT Contracted but not provided for and payable: Within one year One year or later and no later than five years Later than five years 28. GROUP ENTITIES COUNTRY OF INCORPORATION OWNERSHIP INTEREST Power Step (Australia) Pty Ltd Power Step (Chile) SpA Titan Technologies (SE Asia) Pty Ltd Australia Chile Australia 2014 % 100 100 100 84 2014 2013 133 - - 133 156 - - 156 2013 % 100 100 100 85 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 29. KEY MANAGEMENT PERSONNEL DISCLOSURES The following were key management personnel of the Company at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period: NON-EXECUTIVE DIRECTORS • Peter Stancliffe (Chairman) • Peter Brodribb • Graeme Billings • Gary Francis (Appointed 11 February 2014) EXECUTIVE DIRECTORS Alexander Kachellek (Managing Director) Steven McGregor (Finance Director and Company Secretary) EXECUTIVES Chris Hartwig (General Manager, EzyStrut) Steven Evans (General Manager Galvanising) Paul Assaf (General Manager Power Step & Titan Technologies) KEY MANAGEMENT PERSONNEL COMPENSATION The key management personnel compensation comprised: IN AUD Short-term employee benefits Post employment benefits Termination benefits Long term benefits Equity compensation benefits 2014 1,826,568 152,572 - 68,059 129,051 2,176,250 2013 1,476,823 129,812 83,660 43,190 (1,041) 1,732,444 INDIVIDUAL DIRECTORS AND EXECUTIVES COMPENSATION DISCLOSURES Information regarding individual directors’ and executives’ compensation and some equity instruments disclosure as permitted by Corporations Regulations 2M.3 is provided in the Remuneration report section of the Directors’ report. Apart from the details disclosed in this note, no director has entered into a material contract with the Company since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year-end. OTHER KEY MANAGEMENT PERSONNEL TRANSACTIONS WITH THE GROUP From time to time, key management personnel of the Group, or their related entities, may purchase goods from the Group. These purchases are on the same terms and conditions as those entered into by other Group employees or customers and are trivial or domestic in nature. 30. RELATED PARTY DISCLOSURES IDENTITY OF RELATED PARTIES The Company has a related party with its key management personnel (see Note 29) and for the period up until 19 February 2013 with Hills Limited as its ultimate parent entity. Since then Hills Limited has remained a related party by virtue of Peter Stancliffe being a director of both companies. Transactions between the Company and Hills Limited have been carried out under normal commercial terms and conditions. OTHER RELATED PARTY TRANSACTIONS ULTIMATE PARENT ENTITY For the period from 1 July 2012 until 19 February 2013 the following material transactions took place with Hills Limited under normal commercial terms and conditions. IN AUD ($) Sales Purchases Payment of dividends Amounts payable at reporting date (current) Amounts receivable at reporting date (current) 31. SUBSEQUENT EVENTS 2013 106,571 643,837 1,263,104 N/A N/A There has not arisen between the end of the year and the date of this report any item, transaction or event of a material nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Group in subsequent financial periods. 86 87 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 32. PARENT ENTITY DISCLOSURES As at, and throughout, the financial year ending 30 June 2014 the parent entity of the Group was Korvest Ltd. IN THOUSANDS OF AUD RESULT OF PARENT ENTITY Profit for the period Other comprehensive income Total comprehensive income for the period FINANCIAL POSITION OF PARENT ENTITY AT YEAR END Current assets Total Assets Current liabilities Total Liabilities Total equity of the parent entity comprising of: Share capital Reserves Retained earnings TOTAL EQUITY GUARANTEES ENTERED INTO BY THE COMPANY 2014 5,995 (598) 5,397 29,017 49,112 11,008 12,230 12,764 24,118 - 36,882 2013 3,730 - 3,730 21,918 43,664 6,240 8,398 3,859 31,407 - 35,266 Bank guarantees given by the Company in favour of customers amounted to $456,953 (2013: $394,000). The Group’s bankers have provided an overdraft facility that is interchangeable between the Australian Group entities. The Company has guaranteed the subsidiaries’ debt under this facility. CONTINGENT LIABILITIES OF THE COMPANY The Company does not have any contingent liabilities other than the guarantees disclosed above. PARENT ENTITY CAPITAL COMMITMENTS FOR ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT At 30 June 2014, the Company had contractual commitments for the acquisition of property, plant and equipment totalling $133,000 (2013: $156,000). These commitments are not recognised as liabilities as the relevant assets have not yet been received. 88 89 DIRECTORS' DECLARATION FOR THE YEAR ENDED 30 JUNE 2014 1 In the opinion of the Directors of Korvest Ltd (the Company): (a) the consolidated financial statements and notes that are set out on pages 46 to 87 and the Remuneration report in the Directors’ report, set out on pages 17 to 29, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2014 and of its performance for the financial year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2 The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 30 June 2014. 3 The Directors draw attention to Note 2(a) to the financial statements, which includes a statement of compliance with International Financial Reporting Standards. Dated at Adelaide this 30th day of July 2014. Signed in accordance with a resolution of directors: PETER STANCLIFFE DIRECTOR 90 AUDIT REPORT FOR THE YEAR ENDED 30 JUNE 2014 ABCD Independent auditor’s report to the members of Korvest Ltd Report on the financial report We have audited the accompanying financial report of Korvest Ltd (the Company), which comprises the consolidated statement of financial position as at 30 June 2014, and consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 32 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group, comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 2(a) the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 91 AUDIT REPORT FOR THE YEAR ENDED 30 JUNE 2014 LEAD AUDITOR'S INDEPENDANCE DECLARATION FOR THE YEAR ENDED 30 JUNE 2014 ABCD Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s opinion In our opinion: (a) the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Group’s financial position as at 30 June 2014 and of its performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2(a). Report on the remuneration report We have audited the Remuneration Report included in pages 17 to 29 of the directors’ report for the year ended 30 June 2014. The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards. Auditor’s opinion In our opinion, the remuneration report of Korvest Ltd for the year ended 30 June 2014, complies with Section 300A of the Corporations Act 2001. KPMG Paul Cenko Partner Adelaide 30 July 2014 92 ABCD ABCD Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To: the directors of Korvest Ltd Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 I declare that, to the best of my knowledge and belief, in relation to the audit for the financial To: the directors of Korvest Ltd year ended 30 June 2014 there have been: I declare that, to the best of my knowledge and belief, in relation to the audit for the financial no contraventions of the auditor independence requirements as set out in the year ended 30 June 2014 there have been: Corporations Act 2001 in relation to the audit; and (i) (i) (ii) (ii) no contraventions of the auditor independence requirements as set out in the no contraventions of any applicable code of professional conduct in relation to the Corporations Act 2001 in relation to the audit; and audit. no contraventions of any applicable code of professional conduct in relation to the audit. KPMG KPMG Paul Cenko Partner Paul Cenko Adelaide Partner 30 July 2014 Adelaide 30 July 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. Liability limited by a scheme approved under Professional Standards Legislation. 93 ASX ADDITIONAL INFORMATION FOR THE YEAR ENDED 30 JUNE 2014 Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below. SECURITIES EXCHANGE SHAREHOLDINGS (AS AT 28 JULY 2014) SUBSTANTIAL SHAREHOLDERS The number of shares held by substantial shareholders and their associates are set out below: SHAREHOLDER Colonial First State Asset Management (Australia) Limited Perpetual Limited Donald Cant Pty Ltd 9.3% 9.0% 6.2% NUMBER 972,869 944,424 532,694 VOTING RIGHTS ORDINARY SHARES Refer to note 24 in the financial statements OPTIONS Refer to note 22 in the financial statements DISTRIBUTION OF EQUITY SECURITY HOLDERS CATEGORY 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over NUMBER OF EQUITY SECURITY HOLDERS TOTAL HOLDERS 958 759 192 115 10 UNITS 382,232 1,920,488 1,376,158 2,698,994 4,074,598 2,034 10,452,470 % ISSUED CAPITAL 3.66 18.37 13.17 25.82 38.98 100.0 The number of shareholders holding less than a marketable parcel of ordinary shares is 85. The Company is listed on the Australian Securities Exchange. The Home exchange is Adelaide. OTHER INFORMATION Korvest Ltd, incorporated and domiciled in Australia, is a publicly listed company limited by shares. ON MARKET BUY BACK There is no current on-market buy back. TWENTY LARGEST SHAREHOLDERS NAME NUMBER OF ORDINARY SHARES HELD PERCENTAGE OF CAPITAL HELD RBC Investor Services Australia Nominees Pty Limited Citicorp Nominees Pty Limited Donald Cant Pty Ltd De Bruin Nominees Pty Ltd HSBC Custody Nominees (Australia) Limited Brazil Farming Pty Ltd AMP Life Limited J P Morgan Nominees Australia Limited BNP Paribas Noms Pty Ltd Keiser Investments Pty Ltd National Nominees Limited Gotterdamerung Pty Limited Otterpaw Pty Ltd WA Andrews (Medical) Pty Ltd Bourgeoisie Calypso Pty Ltd Mr John Frederick Bligh Mrs Susan Beatrice Andrews Mr Geoffrey Neil Huddleston + Mrs Raelene Jane Huddleston De Bruin Securities Pty Ltd Fosterton Holdings Pty Limited 985,986 981,078 650,724 270,000 258,040 236,363 221,788 197,147 162,300 87,919 86,460 84,327 73,000 70,625 65,000 60,720 55,950 54,644 50,000 50,000 9.43 9.39 6.23 2.58 2.47 2.26 2.12 1.89 1.55 0.84 0.83 0.81 0.70 0.68 0.62 0.58 0.54 0.52 0.48 0.48 4,702,071 45.00 94 95 ASX ADDITIONAL INFORMATION FOR THE YEAR ENDED 30 JUNE 2014 OFFICES AND OFFICERS COMPANY SECRETARY Steven John William McGregor BA(Acc), CA, AGIA, ACIS PRINCIPAL REGISTERED OFFICE Korvest Ltd 580 Prospect Road Kilburn, South Australia, 5084 Ph: (08) 8360 4500 Fax: (08) 8360 4599 LOCATIONS OF SHARE REGISTRY ADELAIDE Computershare Investor Services Pty Ltd Level 5 115 Grenfell Street Adelaide, South Australia, 5000 Ph: (08) 8236 2300 Fax: (08) 8236 2305 96 97 

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