for personal use only - asx · 2008. 10. 23. · - perth based photographic waste management in...
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24 October 2008 Company Announcements Australian Stock Exchange Limited Level 8, Exchange Plaza 2 The Esplanade Perth WA 6000 Dear Sirs, ANNOUNCEMENT: CMA Annual Report 2008 We attach an Announcement for immediate release to the Market. Herewith is a copy of the CMA Annual Report 2008 which is being sent to shareholders today. Yours faithfully,
Trevor Schmitt Company Secretary CMA Corporation Ltd Enc
CMV20081024-169
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ANNUAL REPORT 2008ABN 40 113 329 016
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Contents
Chairman’s Letter 3
CMA Board 4
Managing Director’s Report 7
Introduction 7
Business Expansion 7
Operational Activity 8
Corporate 9
Outlook 9
Financial Report 11
Corporate Governance Statement 12
Directors’ Report 17
Lead Auditor’s Independence Declaration 29
Income Statement 30
Balance Sheet 31
Statement of Changes in Equity 32
Cash Flow Statement 33
Notes to the Financial Statements 34
Directors’ Declaration 87
Independent Auditor’s Report to the Members of CMA Corporation Limited 88
Shareholder Information 90
Corporate Directory 92
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Chairman’s Letter
29 September 2008
Dear Shareholders,
It is my pleasure to present CMA’s Annual Report for 2008.
It was a year of great progress for our Company, with a 177% rise in net profit to $18.1 million on the back of group revenue that rose 112% to
$503.3 million. Earnings per share rose 11% to 5 cents and for the first time since listing in July 2005 CMA paid shareholders a fully franked
dividend for the year of 1 cent per share.
However, the past year was also one of significant challenges for CMA, with turmoil in world financial markets, currency fluctuations and
commodity price changes.
The 2008 financial year proved challenging for many companies listed on the ASX and CMA was certainly one of those whose share price was
affected by the enormous volatility and weakness in the global equity markets. Ongoing fluctuations in commodity prices and currencies also
created uncertainty for CMA. These difficult conditions in debt and equity markets have carried over into the current financial year and will pose
many challenges for CMA in the months ahead.
However, I’m delighted to say that your Board believes the Company is in very good shape to perform strongly through this period, with an
outstanding network of operations and a healthy balance sheet to support continued growth.
Through 2008, CMA continued to grow the group through targeted acquisitions and through the expansion of our existing businesses. A major
focus for the year was the integration of recent acquisitions with the aim of maximising cost and revenue synergies and capturing scale benefits
from what is now an international network of operations.
CMA continued to apply strict disciplines to its acquisitions strategy, targeting opportunities that are synergistic with existing operations, fit the
CMA culture and are earnings accretive. While capturing enormous benefits from the size and scale of the expanded network, CMA has also
been careful to put in place a broader platform for revenue and earnings growth, and ensuring the group has some natural hedges against
fluctuations in any particular sector.
Positive developments during 2008 included the introduction of Transpacific Industries Group as a strategic investor in CMA and further
investment in head office management and financial reporting systems.
The Board also introduced a dividend reinvestment plan for shareholders which has been very successful and attracted strong participation from
our investors.
We continue to work through the issues associated with disputed contract terms with one project in our Contract Services Division. This has
been a significant issue for your Board but we are confident the matter can be resolved satisfactorily in the near future.
On behalf of CMA and my fellow directors, I would like to thank our shareholders for their ongoing support in the midst of difficult and
unpredictable market conditions. I would also like to extend a big thank you to all the CMA staff for their tireless hard work and dedication
throughout FY08.
We look forward to expanding on our FY08 success and continuing to deliver a profitable result in 2009.
Alan Good, ChairmanFor
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Alan Good is a qualified
Chartered Accountant
and was a Partner at
PricewaterhouseCoopers
(PwC) for 23 years until his
retirement from the practice
in 2003. From 1995 to 2002,
he was Managing Partner of
PwC in Perth. His main areas
of practice were corporate
finance and assurance.
Alan Good is Chairman
of the Nomination and
Remuneration Committees
and a member of the Audit
Committee.
Alan Good is Chairman of
Straits Resources Limited
(appointed July 2005).
Alan GoodChairman (non-ExECutivE indEpEndEnt)
Joseph Tong Hong ChungdirECtor (ExECutivE)
Joseph Chung was a founding
shareholder of the T & T Metal
Group, has over 20 years
experience in the recycling
and demolition industry and
holds a Bachelor of Arts
degree. Joseph is an expert in
project management and has
managed a number of high
value contracts with Australia’s
leading companies. Joseph
also has a number of years’
experience in exporting scrap
metal from major ports in
Australia to clients in South East
and North East Asia.
Robert Moltoni was a previous
Managing Director of Moltoni
Adams Pty Limited. Since
1975, Robert has established
and managed a substantial
group of companies involved
in demolition, construction,
waste management, land
remediation and farming.
Robert is a past winner
of the WA Ernst & Young
Entrepreneur of the Year
award.
Robert is a Director of Moltoni
Corporation Pty Limited, a
major shareholder in CMA
Corporation Limited.
Robert Moltoni is the
Chairman of the Audit
Committee.
Douglas Rowe’s career in
recycling commenced in
1977 at his family’s business
in Victoria. Having gained
several years experience
in the metals industry, he
undertook a management
role with the Poseidon Group
of Companies before moving
to the mining, mineral and
metal oxide area of business.
Douglas was a founder of the
Southern Rocycling business
in 1992.
Robert MoltonidirECtor (non-ExECutivE)
Douglas RowemanaGinG dirECtor (ExECutivE)
CMA BoardF
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Terry has over 10 years
experience in the waste
management, recovery and
recycling industries across
Australia and New Zealand
and holds a Bachelor of
Science degree. Terry is
the Managing Director for
Mergers & Acquisitions for
the Transpacific Industries
Group, a position he has held
for 2 years.
Terry has previously held
senior management positions
in the cement, concrete and
quarrying sectors.
Terry WoodsdirECtor (non-ExECutivE)
CMA’s goal is to add value through innovative and responsible metal recycling while growing an international business based around environmentally sustainable technologies
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Managing Director’s Report
introductionThe 2008 financial year was a period of continued expansion and success for CMA Corporation, with continued integration of new businesses,
strong organic growth and additional targeted acquisitions that consolidate the Group’s position in the market.
The major focus continued to be the Metals Recycling Division which has become an increasingly global business and maintained its strong
growth path through the year. Operating revenue for the year rose to $503.3 million (up 112% on 2007), confirming CMA’s emergence as a
significant corporate player in the recycling market.
Importantly, CMA maintained its operating margins through this period of exceptional growth, with net profit after tax rising 177% to $18.1 million.
A major focus during the year was the integration of newly acquired businesses and the capturing of synergies and the benefits of the increased
scale of the group. CMA’s strategy remains the targeting of growth around the Company’s core operational strengths of metal trading, processing
and recycling.
While market conditions are difficult, there is burgeoning demand for CMA’s services.
The work of the past year puts CMA in a strong position to tap into this growing demand and deliver satisfactory returns and value for our
shareholders.
Business Expansion2008 was a year of great achievement and development for CMA.
The Group continued to grow and expand its operations despite some challenging market conditions. CMA also continued to integrate its newly
acquired businesses into what is now an outstanding network across Australasia and South-East Asia.
2008 also saw CMA take its first step into the North American market with the acquisition of the Chicago-based Meretec steel de-zincing plant.
CMA later acquired the business and assets of Meretec Limited, the UK-based owner of the Meretec technology and its US operating
subsidiary Meretec Corporation. This opens up an exciting new growth opportunity for CMA, including arrangements in which CMA will license
the Meretec technology to joint venture partners.
During the 2008 financial year CMA completed several other key acquisitions that increased the total number of our operating facilities to
31 sites globally. Some of these key acquisitions saw CMA expand internationally into new territory such as Singapore, Malaysia and the
United States for the first time. CMA also underwent significant expansion in New Zealand acquiring five new operations.
A summary of CMA’s key acquisitions during FY08 is listed below.
AustraliaMelbourne-based Southern Rocycling in July 2007 -
Perth based Photographic Waste Management in September 2007 -
New ZealandHamilton-based Cableco Metal industries in December 2007 -
M & H Contractors in January 2008 -
Bowman Bulk Freight in February 2008 -
Steel Can Recycling in February 2008 -
Bay Scrap Metal in April 2008 -
InternationalSingapore-based Peakmore Enterprise Pte Ltd, a processor and trader of secondary metals products, in September 2007 – CMA’s first -
acquisition in the highly active Asian market
Malaysia-based Purata Keuntungan Sdn Bhd in May 2008 -
Chicago-based Meretec steel de-zincing plant in November 2007 -
UK-based Meretec Corporation in May 2008 (settled July 2008) -
The success of these acquisitions demonstrates the strength of the CMA growth strategy and the commitment of the Company to strict
disciplines in its targeting of new businesses. CMA will only target acquisitions where there is a genuine benefit measured by earnings accretion
and shareholder value.
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Managing Director’s Report (continued)To
nnes
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000TONNAGE
FY08FY07FY06
tonnaGE
A$
milli
on
0
10
20
30
40
50EBITDA
FY08FY07FY06
EBitdaSalES rEvEnuE
A$
milli
on
0
100
200
300
400
500
600SALES REVENUE
FY08FY07FY06
operational activityCMA’s businesses had another strong year in 2008, with growth in activity in the vast majority of the group’s 31 operations. While CMA continues
to make targeted acquisitions, management is very focused on building the existing businesses that are the core of the group’s strength.
CMA’s metal recycling business is the engine room of the group, contributing $471.3 million or 94% of group revenue – up 133% on 2007.
The graphs below illustrate the strong growth in both ferrous and non-ferrous sales, and in CMA’s 3 principal markets of Australia, New
Zealand and Asia.
In 2008, CMA sold 748,767 tonnes of ferrous scrap, an increase of 154% on the 294,789 tonnes sold in 2007.
Sales of non-ferrous scrap in 2008 were 62,119 tonnes, up 101% on the 30,924 tonnes sold in the previous year.
A key factor in this growth has been the positive effect of the critical mass delivered by CMA’s acquisitions in the 2007 and 2008 financial
years. This has given CMA significantly enhanced ability to meet diverse client needs in terms of both product and volumes.
A major positive development during the year was the arrival on the CMA register of Transpacific Industries Group. Aside from being a strategic
investor with a stake of 13.91%, TPI has since become a major customer of CMA. We expect we will see the full force of the TPI relationship
during the 2009 financial year, with strong growth expected in the amount of business conducted between the two companies.
CMA is also pleased to have secured major new supply contracts during 2008 with a range of major corporate customers, including Telstra,
Holden, Visy, Amcor and Capral.
In contracting, CMA continues to seek a resolution to the dispute on work carried out on a major marine demolition project in Port Hedland,
Western Australia.
In managing growth moving forward, CMA has in place a range of measures to manage and mitigate risk on contracting projects.
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CorporateCMA’s corporate office has had another busy year of managing and bedding down new acquisitions.
The ability of the CMA team to identify new opportunities, executive acquisitions and successfully integrate new businesses is now well-
established and a great bonus to the Company. This experience and track record means that CMA – and its shareholders – can maximise the
benefit of these new businesses in the shortest possible timeframe.
Importantly, recent investment in CMA’s head office systems means that there is enhanced visibility and control over the group’s diverse
operations, which are now scattered around the globe. CMA’s reporting system delivers timely and accurate data to head office that allows the
senior management team instant visibility on opportunities and threats.
CMA also continues to invest heavily in a strong management team. On 12 May 2008, Trevor Schmitt commenced his position as Chief Financial
Officer and Company Secretary. Trevor has more than 20 years experience in the industry and brings a wealth of skills and knowledge to CMA.
outlookCMA’s earnings outlook remains positive despite difficult market conditions. We will look to pursue a mixed strategy of organic and acquisitive
growth in order to further leverage our network and infrastructure base in FY09.
We look forward to continuing to consolidate on our existing position and integrating the newly acquired assets in order to realise scale benefits
and synergies across the expanded group.
Though metal prices continue to be volatile, we expect the Australian dollar to trade at lower levels than in 2008. Thus offering a partial offset to
falling metal prices.
In addition, contracting now accounts for less than 10% of group revenues, reducing the risks that can flow from this activity.
We will continue to pursue potential new markets and work to create value for our shareholders.
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CMA Corporation and its associated companies
will recycle in excess of 800,000 tonnes of scrap
metal in the coming year which will help reduce
greenhouse gas emissions and demonstrates
CMA’s commitment to responsible recycling.
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Financial Report
Cma Corporation limitedABN 40 113 329 016
and Controlled Entities
Financial Statements for the Financial Year
Ended 30 June 2008
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Corporate GovernanceThe Board confirms its commitment to the adoption of the ten Principles of Good Corporate Governance and Best Practice Recommendations of
the ASX Corporate Governance Council - March 2003. During the first three years of operations following listing on the ASX, it has not yet been
practical to fully adopt all of these principles and practices. The following paragraphs set out the extent of compliance against each Principle.
Structure of the BoardBoard MembersAt the date of this report, the Board consists of five members. The names, status and date of appointment or resignation of all the directors of the
Company during the year are:
Alan Good Non-Executive Independent Chairman Appointed 25 July 2005
Douglas Rowe Executive Director Appointed 4 July 2007
Managing Director Appointed 1 February 2008
Joseph Tong Hong Chung Executive Director Appointed 11 March 2005
Robert Moltoni Non-Executive Director Appointed 11 March 2005
Terry Woods Non-Executive Director Appointed 3 December 2007
Peter Hatfull Appointed 11 March 2005
Resigned 31 January 2008
John Crabb Appointed 3 January 2006
Resigned 30 November 2007
This structure does not yet provide a majority of independent directors. Throughout the year the Nomination Committee and the Board of
Directors have regularly considered a number of candidates to fill the role of an additional independent director and it is anticipated that this
position will be filled once a suitable candidate is identified.
When determining whether a non-executive director is independent, the director must not fail any of the following materiality thresholds:
less than 10% of Company shares are held by the director and any entity or individual directly or indirectly associated with the director; -
no sales are made to or purchases made from any entity or individual directly or indirectly associated with the director; and -
none of the director’s income or the income of an individual or entity directly or indirectly associated with the director is derived from a -
contract with any member of the Economic Entity other than income derived as a director of the entity.
Independent directors have the right to seek independent professional advice at the Company’s expense in the furtherance of their duties as
directors. Written approval must be obtained from the Chairman prior to incurring any expense on behalf of the Company.
Board ExpertiseThe Board collectively has the appropriate range of expertise to properly fulfil its responsibilities, including:
accounting; -
finance; -
business; -
scrap metal, metal trading, recycling and demolition industries; -
risk management; -
public company experience; -
legal skills; and -
Managing Director – level of experience. -
The Board periodically reviews the range of expertise of its members to ensure that it has operational and technical expertise relevant to the
operation of the Company.
Corporate Governance StatementF
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Nomination CommitteeThe Board has established a Nomination Committee. The role and responsibilities, composition, structure and membership requirements of the
Nomination Committee are documented in a separate Nomination Committee Charter approved by the Board.
The Nomination Committee consists of a minimum of three members, the majority of whom should be independent. An independent director is
chair of the Nomination Committee.
Currently the Board contains one independent director and two non-executive directors. The Nomination Committee therefore consists of:
Mr Alan Good (Chairman) -
Mr Doug Rowe -
Mr Terry Woods -
The responsibilities of the Nomination Committee include:
assessment of the necessary and desirable competencies of Board members; -
review of Board succession plans; -
evaluation of the Board’s performance; and -
recommendations for the appointment and removal of directors. -
Audit CommitteeThe Board has established an Audit Committee. The role and responsibilities, composition, structure and membership requirements of the Audit
Committee are documented in a separate Audit Committee Charter.
The Audit Committee will consist of:
only non-executive directors; -
a majority of independent directors; -
an independent chair, who is not the Chair of the Board; and -
at least three members. -
At the date of this report, the members of the Audit Committee are:
Mr Robert Moltoni (Chairman) -
Mr Alan Good -
Mr Terry Woods -
The Audit Committee reviews the integrity of the Company’s financial reporting and oversees the independence of the external auditors.
The qualifications of those appointed to the Audit Committee and their attendance at meetings of the committee are included in the Directors’ Report.
Remuneration CommitteeThe Board has established a Remuneration Committee. The role and responsibilities, composition, structure and membership requirements of
the Remuneration Committee are set out in detail in a Remuneration Committee Charter approved by the Board.
The Remuneration Committee must consist of a minimum of three members, the majority of whom should be independent and should be chaired
by an independent director.
Currently the Board contains one independent director and two non-executive directors. The Remuneration Committee consists of:
Mr Alan Good (Chairman) -
Mr Doug Rowe -
Mr Terry Woods -
Mr Trevor Schmitt is Secretary of the Committee.
The responsibilities of the Remuneration Committee include:
executive remuneration and incentive policies; -
the remuneration packages of senior management; -
final approval of the Company’s overall salary increase levels; -
the Company’s recruitment, retention and termination policies and procedures for senior management; -
incentive schemes, including bonuses and employee equity plans; -
superannuation arrangements; and -
the remuneration framework for directors. -
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Delegation of AuthorityThe Company’s statement of delegated authority sets out the Company’s policy relevant to the delegation of authority to management to conduct
the day-to-day management of the Company.
Directors have no individual authority to make representations or enter agreements on behalf of the Company unless such authority is expressly
delegated by the Board.
responsibilities of the Board The Board Charter has been adopted by the Board and governs various aspects of the Board.
The Board is responsible for, and has the authority to determine, all matters relating to the strategic direction, policies, practices, establishing
goals and responsibilities and levels of authority for management and the operation of the Company. Without intending to limit this general role of
the Board, the specific functions and responsibilities of the Board include:
oversight of the Company, including its control and accountability systems; -
appointing and removing the Managing Director, including approving remuneration of the Managing Director and the remuneration policy and -
succession plans for the Managing Director;
ratifying the appointment and, where appropriate, the removal of the Chief Financial Officer/Company Secretary; -
input into and final approval of management’s corporate strategy and performance objectives; -
reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance; -
monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available; -
approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures; and -
approving and monitoring financial, operational, health, safety and environmental and other reporting. -
To assist with the execution of its responsibilities, the Board has established an Audit Committee, Remuneration Committee and Nomination
Committee. Each Board committee has in place a charter, approved by the Board, setting out its responsibilities.
Code of Conduct for directors and officersTo promote ethical and responsible decision-making, the Board has approved a Code of Conduct for Directors and Officers (the Managing
Director, the Chief Financial Officer/Company Secretary and other key executives) as to the practices necessary to maintain confidence in the
Company’s integrity and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
The Code of Conduct for Directors and Officers deals with the following main areas:
conflicts of interest; -
confidentiality; -
fair dealing; -
compliance with laws and regulations; -
corporate opportunities; -
protection and proper use of the Company’s assets; and -
encouraging the reporting of unlawful, unethical behaviour. -
Directors and the senior management team must comply with the Code of Conduct and demonstrate commitment to the Code and consistency
in its execution. Adherence to the Code of Conduct is periodically evaluated and action taken where necessary.
Share TradingThe Company’s share trading policies (Share trading policies) document the Company’s policy relevant to trading in company securities by
directors, officers and employees.
Each of the Share Trading Policies clearly identifies those individuals who are restricted from trading, the relevant laws relating to trading, and
includes a coherent strategy for trading.
Corporate Governance Statement (continued)
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Financial reporting integrityManaging Director and Chief Financial Officer/Company Secretary AssurancesIt is the responsibility of both the Managing Director and the Chief Financial Officer/Company Secretary to provide written assurances to the
Board that in all material respects:
the financial reports submitted to the Board present a true and fair view of the Company’s financial condition and operational results; and -
the Company’s risk management and internal compliance and control system is operating efficiently and effectively. -
Audit CommitteeThe Board has established an Audit Committee. The role and responsibilities, composition, structure and membership requirements are set out in
detail in the previous Structure of the Board paragraph.
Continuous disclosureThe Board has adopted a Disclosure Policy that is designed to ensure compliance with ASX Listing Rules, disclosure requirements and to ensure
accountability at a senior management level for that compliance.
The Company Secretary is the Disclosure Officer appointed in accordance with the policy. The Disclosure Officer is responsible for the lodgement
of all announcements with the ASX during the year after receiving appropriate approvals for the content of each announcement.
Under the policy the Board conducts regular reviews to ensure that all relevant information that should have been provided to the ASX, including
the company accounts:
has been prepared and lodged in a timely manner; -
is factual; -
does not omit material information; and -
is expressed in a clear and objective manner that allows the input of the information when making investment decisions. -
ShareholdersCommunications Strategy with ShareholdersThe Company’s shareholder communications strategy (Communications Strategy) is designed to promote effective communication with
shareholders and encourage participation at general meetings.
The Communications Strategy includes regular and continuous disclosure to the ASX and policies and procedures relating to use of the ASX and
the Company’s websites as a means of communicating with shareholders.
risk managementThe Company’s risk management policy (risk management policy) describes the roles and respective accountabilities of the Board, the Audit
Committee (or other appropriate committee) and management.
The Risk Management Policy also covers a risk profile, which includes an assessment of the risks facing the Company, compliance and control
and an assessment of effectiveness of the above policies.
In its first three years of operation the Board has not established a specific Risk Management Committee but a Charter for a Risk Management
Committee has been adopted for future use. In lieu of the establishment of a specific Risk Management Committee the full Board, on a monthly
basis reviews the group safety, financial, treasury and insurance reports.For
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performance and remuneration policyThe Board has established a Remuneration Committee. The role and responsibilities, composition, structure and membership requirements are
set out in detail in the previous Structure of the Board paragraph.
This committee met for the first time on 23 August 2005 to review the processes in place for the Economic Entity in the remuneration year
commencing on 1 October 2005. The committee determined that it was appropriate to put the implementation of an employee share option plan to
provide an employee incentive scheme for performance enhancement to the Annual General Meeting of shareholders held on 18 November 2005.
The shareholders approved the implementation of four Employee Remuneration Schemes as follows:
Tax Exempt Plan -
Tax Deferred Plan -
Performance Share Plan -
Share Option Plan -
In November 2006, the committee approved the first issue of shares to employees under the Employee Remuneration Schemes. Further details
regarding the issue are contained in Note 27.
Further details regarding remuneration are contained in the Remuneration Report on pages 22 to 26, which forms part of the Directors’ Report.
Code of Conduct covering obligations to StakeholdersThe Board has established a code of conduct (Code) to guide compliance with legal and other obligations to legitimate stakeholders including
shareholders.
The Code includes:
responsibilities to shareholders and the financial community generally; -
responsibilities to clients, customers and consumers; -
employment practices; -
obligations relative to fair trading and dealing; -
responsibilities to the individual; -
responsibilities to the community; -
how the Company complies with legislation affecting its operations; and -
how the Company monitors and ensures compliance with the Code of Conduct towards stakeholders. -
other informationFurther information relating to the Company’s corporate governance practices and policies has been made publicly available on the Company’s
website at www.cmacorp.net.
Corporate Governance Statement (continued)
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Your directors present their report on the Company and its controlled entities for the financial year ended 30 June 2008.
directors and Company SecretaryThe names of directors and the company secretary in office at any time during or since the end of the financial year are:
Alan Good Non-Executive Independent Chairman Appointed 25 July 2005
Douglas Rowe Executive Director Appointed 4 July 2007
Managing Director Appointed 1 February 2008
Joseph Tong Hong Chung Executive Director Appointed 11 March 2005
Robert Moltoni Non-Executive Director Appointed 11 March 2005
Terry Woods Non-Executive Director Appointed 3 December 2007
Peter Hatfull Appointed 11 March 2005
Resigned 31 January 2008
John Crabb Appointed 3 January 2006
Resigned 30 November 2007
Trevor Schmitt Company Secretary Appointed 12 May 2008
Kate King Appointed 20 March 2008
Resigned 18 June 2008
Patrick Raper Appointed 31 March 2005
Resigned 28 March 2008
principal activities The principal activities of the Economic Entity during the financial year were:
Metals recycling; and -
Demolition and Remediation Contract Services. -
The following significant changes in the nature of the principal activities occurred during the financial year;
CMA Corporation Limited acquired 100% of the voting shares of Universal Metals Pty Limited and Advanced Recycling Australasia Pty -
Limited (collectively referred to as Southern Rocycling).
CMA Peakmore Pte Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the assets and business of Peakmore -
Enterprise Pte Limited.
CMA Recycling Pty Limited (formerly CMA Metals (Qld) Pty Limited), a wholly owned subsidiary of CMA Corporation Limited, acquired the -
assets and business of Photographic Waste Management.
Scrap Metal Recyclers (Waikato) Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the business and assets of -
Cableco Metal Industries Limited.
Scrap Metal Recyclers Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the business and assets of the Bin Service -
and Bulk Scrap Transport divisions of M & H Contractors Limited.
Scrap Metal Recyclers Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the business and assets of Bowman Bulk -
Freight Limited.
CMA Corporation Limited acquired 100% of the voting shares of Steel Can Recycling Limited. -
CMA Corporation Limited acquired the business and assets of Meretec Corporation. Meretec Corporation is engaged in the business of -
developing proprietary commercially viable methods of removing and recovering zinc coatings from galvanized scrap metal.
Scrap Metal Recyclers (Waikato) Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the business and assets of Bay -
Scrap Metal, a metal recycling business based in Tauranga, New Zealand.
CMA Corporation Limited increased its holding in the Malaysian based metal processing company Purata Keuntungan Sdn Bhd (“Purata”) to -
100% ownership.
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operating results The consolidated profit of the Economic Entity after providing for income tax amounted to $18,076,000 (2007: $6,517,000) as measured under
the Australian equivalents to International Financial Reporting Standards (AIFRS).
dividends paid or recommendedThe Directors have declared a fully franked final dividend of 0.5 cents per issued ordinary share in relation to the full year ended 30 June 2008,
payable on 31 October 2008. This matches the fully franked interim dividend of 0.5 cents per issued ordinary share in relation to the half year
ended 31 December 2007, which was paid on 30 April 2008.
There was no interim or final dividend paid in relation to the financial year ended 30 June 2007.
Expansion of operations Review of Operations
Group OperationsCMA has undergone major growth during the past financial year, and this expansion has enabled the group to report a record profit result for
the year ended 30 June 2008.
The CMA group has made a number of important acquisitions during the past year which have broadened the operational footprint across
Australia, New Zealand and in the growing Asian recycling market in Singapore and Malaysia, as well as the first foray into the US market
through the acquisition of the Meretec Steel Recycling Plant in Chicago. Pleasing progress has been made and progress towards their full
integration and further efficiencies are expected to benefit the group’s financial result in the coming twelve months.
A major highlight for the company during the year was the strategic investment secured from the waste management company Transpacific
Industries Group Limited (ASX: TPI). TPI became a strategic investor in December 2007 after it subscribed for 49.8 million shares, giving it a
13.1% stake in the expanded capital of CMA. TPI has since become a key customer of CMA and it is expected that further synergies and
benefits will be captured from the relationship in the future.
TPI has also contributed to the strength of CMA’s Board of Directors with the appointment of Terry Woods in December 2007, following
John Crabb’s retirement at the last AGM. Further changes in the CMA Board occurred in January 2008, with the retirement of Managing
Director Peter Hatfull who has been succeeded by Doug Rowe.
CMA’s development during the past year and its post balance date acquisition of the assets of Meretec Limited and its subsidiaries will
provide the group with an expanded infrastructure base. This provides a solid platform for further increases in activity levels and higher
earnings in the coming year.
RecyclingThe recycling division processes ferrous and non-ferrous metals for sale to the Australian, New Zealand, Asian and US markets. A significant
portion of sales from Australia and New Zealand are exports to the Asian markets.
During the past year there has been continued strong growth in the recycling division’s throughput and sales revenues. This has been aided
by the acquisition of new businesses domestically and abroad. Also, activity levels at pre-existing recycling operations in Australia increased,
with total sales tonnages and revenues from these sites reaching new highs.
In Australia, the acquisition of Southern Rocycling which completed on 4 July 2007 has significantly expanded CMA’s local recycling network
and boosted output.
The Melbourne Meretec plant was officially opened in September 2007. Production volumes will be ramped up over the coming financial year
and are planned to reach effective capacity by June 2009. On 31 January 2008, CMA completed its acquisition of a further Meretec plant in
Chicago, USA. This provides an opportunity to further capitalise on the demand for innovative and responsible recycling processes.
Growth in New Zealand has continued and was driven by a high demand for export sales and by acquiring five new businesses. The
acquisitions of three recycling businesses and two trucking businesses took place in late December 2007, February and April 2008. These
acquisitions have improved CMA’s operational footprint and competitive position in the New Zealand market.
Directors’ Report (continued)
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CMA also established a foothold in the growing Asian recycling market, with its acquisitions in Singapore and Malaysia during the past year.
The acquisition of the Singapore-based Peakmore Enterprise business which trades and processes secondary metals was completed on
3 September 2007. Peakmore has been successfully integrated into the group during the past year delivering pleasing earning contributions.
Additionally, further expansion into Asia occurred, with an investment made in a Malaysian joint venture. Initially an investment for 40% of the entity took
place in September 2007 and in May 2008 the remaining 60% was acquired. This business processes and exports mill residues to the Asian markets.
ContractingCMA’s contracting division provides end-to-end services in demolition, remediation and hazardous waste removal, and has undertaken plant
deconstruction on behalf of some of Australia’s leading industrial companies.
The division has successfully completed a number of projects during the year, with further contracts currently in progress. The results of the
division for the reporting period continue to demonstrate improved project management and greater cost control.
The year ended 30 June 2008 has seen the completion of the Port Hedland marine demolition project. CMA Corporation Limited now has a
claim against John Holland Limited in the amount of $20.4m and has taken advice and considers that its claim against John Holland Limited
has proper legal basis and is recoverable. Whereas the counterclaim by John Holland of $16.5m is presently unclear and unsubstantiated
and CMA Corporation Limited considers it does not have merit.
There is a consistent pipeline for future tenders by the division and management remains confident of winning its share of available contracts.
Financial Position The net assets of the Economic Entity at 30 June 2008 were $174.6 million (2007: $58.5 million).
The directors believe the Economic Entity has sufficient financial resources to steadily expand and grow its current operations.
Significant Changes in State of affairs On 4 July 2007, CMA Corporation Limited acquired 100% of the voting shares of Universal Metals Pty Limited and Advanced Recycling 1.
Australasia Pty Limited (collectively referred to as Southern Rocycling). CMA Corporation Limited has paid $47,031,000, comprising
46,875,000 issued ordinary shares in CMA Corporation Limited with a fair value of 47 cents each, and $25 million in cash.
On 13 September 2007, CMA Peakmore Pte Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the assets and 2.
business of Peakmore Enterprise Pte Limited. CMA Peakmore Pte Limited has paid $5,413,000 comprising 9,464,624 issued ordinary
shares in CMA Corporation Limited with a fair value of 49 cents each and $775,000 in cash. In addition, the vendors of Peakmore
Enterprise Pte Limited will receive additional deferred consideration up to $2.3 million, subject to the achievement of certain financial targets.
On 30 September 2007, CMA Recycling Pty Limited (formerly CMA Metals (Qld) Pty Limited), a wholly owned subsidiary of CMA 3.
Corporation Limited, acquired the assets and business of Photographic Waste Management. Photographic Waste Management is a non-
ferrous metal recycling business located in Perth, Western Australia. In connection with the business combination, CMA Recycling Pty
Limited has paid $300,000 in cash.
On 21 December 2007, Scrap Metal Recyclers (Waikato) Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the 4.
business and assets of Cableco Metal Industries Limited. Scrap Metal Recyclers (Waikato) Limited has paid $4,853,000, comprising
2,961,172 issued ordinary shares in CMA Corporation Limited with a fair value of 74.5 cents each, and cash payments totalling $2,647,000.
On 31 January 2008, Scrap Metal Recyclers Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the business and 5.
assets of the Bin Service and Bulk Scrap Transport divisions of M & H Contractors Limited. M & H Contractors Limited is a transportation
business located in New Zealand. Scrap Metal Recyclers Limited has paid $1,051,000 in cash.
On 1 February 2008, CMA Corporation Limited acquired 100% of the voting shares of Steel Can Recycling Limited. CMA Metals Pty Limited 6.
has paid $286,255.
On 4 February 2008, Scrap Metal Recyclers Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the business and 7.
assets of Bowman Bulk Freight Limited. Scrap Metal Recyclers Limited has paid $2,276,000 comprising 611,920 issued ordinary shares in
CMA Corporation Limited with a fair value of 64 cents each, and cash payments totalling $1,884,000.
On 8 February 2008 CMA Corporation Limited acquired the business and assets of Meretec Corporation. Meretec Corporation is engaged 8.
in the business of developing proprietary commercially viable methods of removing and recovering zinc coatings from galvanized scrap
metal, and is based in Chicago. CMA Corporation Limited has paid $6,938,000 comprising 11,012,266 issued ordinary shares in CMA
Corporation Limited with a fair value of 63 cents each.
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On 3 April 2008, Scrap Metal Recyclers (Waikato) Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the business 9.
and assets of Bay Scrap Metal, a metal recycling business based in Tauranga, New Zealand. Scrap Metal Recyclers (Waikato) Limited has
paid $2,742,000 comprising 1,394,495 issued ordinary shares in CMA Corporation Limited with a fair value of 56 cents each, and cash
payments totalling $1,900,000.
On 7 May 2008, CMA Corporation Limited increased its holding in the Malaysian based metal processing company Purata Keuntungan Sdn 10.
Bhd (“Purata”) to 100% ownership. Purata was established in September 2007 as a joint venture in which CMA held a 40% stake. CMA
Corporation Limited has paid $1,097,000 in cash to acquire 100% of interest in Purata.
after Balance date Events On 13 August 2008, CMA Corporation Limited has issued 37,500,000 ordinary shares as consideration for the assets from Meretec Corporation.
Future developments, prospects and Business Strategies The Economic Entity will continue to develop the following strategies and opportunities to deliver long term goals and grow shareholder wealth.
Expand the Economic Entity’s network of metal trading scrap yard facilities in key areas in Australia, New Zealand, Singapore, Malaysia 1.
and USA.
Expand the Economic Entity’s metal processing, recycling and transportation facilities to ensure the maximisation of profit margins from 2.
tonnages handled and add additional value where opportunities can be identified.
Fully integrate the acquisitions with CMA’s existing businesses and crystallise the potential synergies across the Economic Entity to improve 3.
the efficiency and quality of operations.
Continue to develop and implement first class systems and procedures in the areas of planning, financial reporting and control, occupational 4.
health and safety, and employee development and remuneration.
Leverage expertise from the Economic Entity’s demolition projects around Australia to establish long-term, profitable relationships with key 5.
customers in Australia and overseas.
Expand and develop the remediation business within the demolition and remediation contract services division. 6.
Continue to appraise and pursue strategic acquisitions that create value for shareholders and are earnings accretive. 7.
Environmental issues and occupational health and Safety The Economic Entity’s operations are subject to significant environmental regulation under the laws of the Commonwealth and States of Australia,
and those countries where CMA has a direct presence.
The Economic Entity is subject to environmental regulations in relation to its scrap metal trading business locations and its demolition and -
remediation contract services sites, which require certain standards be met and adhered to in relation to matters such as drainage and the
storage and disposal of hazardous materials. Where necessary, actions have been taken in relation to businesses and subsidiaries acquired
during the financial year to ensure that they comply with such regulations.
The Economic Entity’s New Zealand subsidiaries are advanced in addressing environmental issues and have received an award recognising -
these standards.
Executive management and key technical personnel regularly visit metal yards and contracting sites to monitor and improve environmental -
and occupational health and safety performance against the Economic Entity’s stringent standards.
Directors’ Report (continued)
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information on directors
Alan Good Chairman (Non-Executive Independent)
Qualifications and Experience Alan Good is a qualified Chartered Accountant and was a Partner at PricewaterhouseCoopers (PwC)
for 23 years until his retirement from the practice in 2003. From 1995 to 2002, he was Managing
Partner of PwC in Perth. His main areas of practice were corporate finance and assurance.
Interest in Shares and Options 70,654 Ordinary Shares in CMA Corporation Limited.
Special Responsibilities Alan Good is Chairman of the Nomination and Remuneration Committees and a member of the
Audit Committee.
Directorships held in other listed entities Alan Good is Chairman of Straits Resources Limited (appointed July 2005).
Douglas Rowe Managing Director
Qualifications and Experience Douglas Rowe’s career in recycling commenced in 1977 at his family’s business in Victoria. Having
gained several years experience in the metals industry, he undertook a management role with the
Poseidon Group of Companies before moving to the mining, mineral and metal oxide area of business.
Douglas was a founder of the Southern Rocycling business in 1992.
Interest in Shares and Options 53,311,300 Ordinary Shares in CMA Corporation Limited.
Special Responsibilities Douglas Rowe is a member of the Nomination Committee.
Joseph Tong Hong Chung Director (Executive)
Qualifications and Experience Joseph Chung was a founding shareholder of the T & T Metal Group, has over 20 years experience
in the recycling and demolition industry and holds a Bachelor of Arts degree. Joseph is an expert
in project management and has managed a number of high value contracts with Australia’s leading
companies. Joseph also has a number of years’ experience in exporting scrap metal from major
ports in Australia to clients in South East and North East Asia.
Interest in Shares and Options 42,131,251 Ordinary Shares in CMA Corporation Limited.
Special Responsibilities Special Projects
Robert Moltoni Director (Non-Executive)
Qualifications and Experience Robert Moltoni was a previous Managing Director of Moltoni Adams Pty Limited. Since 1975,
Robert has established and managed a substantial group of companies involved in demolition,
construction, waste management, land remediation and farming.
Robert is a past winner of the WA Ernst & Young Entrepreneur of the Year award.
Robert is a Director of Moltoni Corporation Pty Limited, a major shareholder in CMA Corporation
Limited.
Interest in Shares and Options 14,200,001 Ordinary Shares in CMA Corporation Limited.
Special Responsibilities Robert Moltoni is the Chairman of the Audit Committee. For
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Terry Woods Director (Non-Executive)
Qualifications and Experience Terry Woods has over 10 years experience in the waste management, recovery and recycling
industries across Australia and New Zealand and holds a Bachelor of Science degree. Terry is the
Managing Director for Mergers & Acquisitions for the Transpacific Industries Group, a position he
has held for 3 years.
Terry has previously held senior management positions in the cement, concrete and
quarrying sectors.
Interest in Shares and Options Terry Woods does not hold any shares or options in CMA Corporation Limited.
Special Responsibilities Terry Woods is a member of the Nomination Committee, Remuneration Committee and Audit
Committee.
Trevor Schmitt Company Secretary
Qualifications and Experience Trevor Schmitt is a qualified Chartered Accountant, as well as being a member of Financial Services
Institute of Australia.
Trevor has held a number of senior management positions at a number of ASX listed entities over
the last twenty years. Most recently, as Chief Operating Officer for Rinker Group Limited for the
company’s Concrete and China division. Prior to those responsibilities, he was Chief Financial
Officer for the company’s Readymix business division. Trevor has also held a number of senior
financial roles in Pioneer International Limited.
Interest in Shares and Options Trevor Schmitt does not hold any shares or options in CMA Corporation Limited.
Special Responsibilities Chief Financial Officer and Company Secretary
remuneration reportThis report details the nature and amount of remuneration for each director of CMA Corporation Limited and for key specified executives having
the most influence over the direction and management of the Economic Entity.
Remuneration PolicyCMA Corporation Limited has now completed its first three full years of operations. The Company has previously developed and formalised
remuneration policies, and has implemented those policies throughout all business units within the Economic Entity during the financial year
ended 30 June 2008.
The policies adopted are summarised as follows:
The remuneration for key specified executives of the Economic Entity has been set by the Board and was reviewed in September 2007 as -
part of the annual performance and remuneration review process. Specified key executives include the CFO and Company Secretary and
the General Managers of each of the Scrap Metal Trading Division and the Demolition and Remediation Contract Services Division.
The Board has appointed a Remuneration Committee consisting of Alan Good (Chairman), Douglas Rowe and Terry Woods. Mr Trevor -
Schmitt is Secretary of the Committee.
The committee sponsored the implementation of employee share and option arrangements to provide an employee incentive scheme for -
performance enhancement at the Annual General Meeting held on 18 November 2005. The plans were agreed by shareholders at the
meeting. During the financial year ended 2008, the shares under these schemes were issued; details of the issue are contained in Note 27.
Directors’ Report (continued)
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The Board’s current policy for determining the nature and amount of remuneration for senior executives of the Economic Entity is as follows:
The initial remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by -
the Board after seeking professional advice from independent external consultants.
All executives receive a base salary (which is based on factors such as qualifications and experience relating to their specific roles) and -
superannuation. The Remuneration Committee will review the current policy and executive packages annually by reference to the Economic
Entity’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries.
The performance of executives is measured against criteria agreed annually with each executive and is based predominantly on the -
forecast growth of the Economic Entity’s profits and shareholders’ value, and individual performance. All bonuses and incentives are linked
to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and
options, and can recommend changes to the committee’s recommendations. Any changes must be justified by reference to measurable
performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long-
term growth in shareholder wealth.
Executives will also be entitled to participate in the employee share and option arrangements that were approved by members at the Annual -
General Meeting held on 18 November 2005. During the financial year ended 30 June 2008, some executives received shares under the
Employee Equity Scheme; details are contained in Note 27.
The executive director and executives receive a superannuation guarantee contribution required by law, which is currently 9%, and do not -
receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards
superannuation.
All remuneration paid to directors and executives is valued at the cost to the Company and expensed. -
The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities.
The Remuneration Committee determines payments to the non-executive directors and reviews their remuneration on 1 October annually, based
on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate remuneration
payable to non-executive directors was increased from $400,000 to $600,000 by shareholder resolution at the 2007 AGM.
Fees for non-executive directors are not linked to the performance of the Economic Entity. However, to align directors’ interests with shareholder
interests, the directors are encouraged to hold shares in the Company.
Performance Based RemunerationA part of each executive director’s and executive’s remuneration package is performance-based, and is measured against key performance
indicators (KPIs). The intention of this program is to facilitate goal congruence between directors/executives and that of the business and
shareholders. KPIs are set each year on 1 October, with a significant level of consultation with directors/executives to ensure agreement.
The measures will be specifically tailored to the areas that each director/executive is involved in and has a level of control over. The KPIs target
areas the Board believes hold greater potential for group expansion and profit, covering financial and non-financial as well as short- and long-
term goals. The level set for each KPI is based on budgeted figures for the Economic Entity and respective industry standards.
Performance in relation to the financial KPIs is assessed annually, with bonuses being awarded depending on the number and deemed difficulty
of the KPIs achieved. Following the assessment, the KPIs will be reviewed by the Remuneration Committee in light of the desired and actual
outcomes, and their efficiency assessed in relation to the Economic Entity’s goals and shareholder wealth, before the KPIs are set for the
following year.
In determining whether or not a financial KPI has been achieved, the Remuneration Committee of CMA Corporation Limited will base the
assessment on audited figures.
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Company Performance, Shareholder Wealth and Directors’ and Executives’ RemunerationThe Remuneration Policy was developed to increase goal congruence between shareholders and directors and executives. The methodology
applied in achieving this objective is to provide performance bonuses based on key performance indicators, and payable by the issue
of shares and/or options. This policy is to apply to the majority of directors and executives to encourage the alignment of personal and
shareholder interests.
The following table shows the gross revenue, profits and dividends for the last four years for the listed entity, as well as the basic earnings
per share at the end of the respective financial years. Analysis of the actual figures shows an increase in profits each year, with the exception
of 2006.
2008 2007 2006 2005
$000 $000 $000 $000
Revenue 503,280 237,287 116,748 21,195
Net profit 18,076 6,517 1,696 3,006
Cents Cents Cents Cents
Basic earnings per share 5.0 4.5 1.3 3.6
Dividends declared 0.1 - - 0.1
The Company believes this policy will be effective in increasing shareholder wealth in the coming years.
Details of RemunerationDetails of the remuneration for each director and each of the key management personnel of the Economic Entity are set out in the tables below.
The key management personnel of the Economic Entity include, in addition to the directors, the specified executives. The specified executives
are the members of senior management who report directly to the Managing Director and are responsible for directing, planning and controlling
the Economic Entity’s operations.
Performance Income as a Proportion of Total RemunerationPerformance based bonuses were paid to some executive directors and executives during the financial year ended 30 June 2008 which were
based on performance against pre-determined key performance indicators, the progress against which were assessed by the Board of Directors.
Options Issued as Part of Remuneration for the Financial Year Ended 30 June 2008825,000 options were issued to directors and executives as part of their remuneration by the Economic Entity during the financial year, details are
as below and contained in Note 27 (2007: none).
Directors’ Report (continued)
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Options Granted As Remuneration
Key management
personnel
vested &
Grant
no.
option
value
$
Exercise
price
$
Grant date &
First Exercise
date
last Exercise
date
Peter Hatfull 700,000 0.37 0.4 30 November 2007 30 June 2012
Patrick Raper 50,000 0.37 0.4 30 November 2007 30 November 2012
Shaun Clarke 50,000 0.37 0.4 30 November 2007 30 November 2012
Bruce Nix 25,000 0.37 0.4 30 November 2007 30 November 2012
825,000
Employment Contracts of Directors and Senior ExecutivesThe employment conditions of the Managing Director, the executive directors and specified executives are formalised in contracts of employment.
CMA Corporation Limited has the following key employees:
Doug Rowe, Managing Director; -
Bruce Nix, Group Head of Human Resources; -
Trevor Schmitt, Chief Financial Officer and Company Secretary; and -
Shaun Clarke, General Manager Demolition and Remediation Contract Services Division. -
The key employees (except the Managing Director):
have no contracted entitlement to annual bonus payments but are included in the Performance Based Remuneration Policy of the -
Economic Entity;
have standard leave entitlements; -
may terminate their employment or have their employment terminated by CMA Corporation Limited, by giving appropriate notice; -
receive total remuneration as follows: -
Bruce Nix, $190,000 per annum; -
Shaun Clarke, $272,064 per annum; -
Trevor Schmitt, $325,000 per annum; -
are entitled to participate in any employee share or option arrangements; and -
are subject to restrictive covenants during their employment or following termination of their employment. -
The Managing Director:
has no contracted entitlement to annual bonus payments but is included in the Performance Based Remuneration Policy of the -
Economic Entity;
has standard leave entitlements; -
may terminate his employment or have his employment terminated by CMA Corporation Limited, by giving appropriate notice; -
receives total remuneration of $436,000; -
is entitled to participate in the employee share and option arrangements; and -
is subject to restrictive covenants during his employment, or following termination of his employment. -
For all these key employees, either party may terminate the employment by giving appropriate notice, and CMA Corporation Limited may also
terminate with payment in lieu of notice. Rights of summary dismissal are preserved.
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Remuneration of Directors and Key Management Personnel
Short-term Benefits post-employment Benefits Share-based payments
Salaries Cash Bonus Super-annuation
termination Benefits
options Shares total performance related
2008 $ $ $ $ $ $ $ %
directors
Alan Good 100,000 - 9,000 - - - 109,000 -
Peter Hatfull 250,000 240,000 24,752 25,020 259,000 44,800 843,572 64.5
Joseph Tong Hong Chung 275,000 - 24,750 - - - 299,750 -
John Crabb 27,083 - 2,438 - - - 29,521 -
Robert Moltoni 55,000 - 4,950 - - - 59,950 -
Douglas Rowe 324,969 - 29,247 - - - 354,216 -
Terry Woods 29,167 - 2,625 - - - 31,792 -
1,061,219 240,000 97,762 25,020 259,000 44,800 1,727,801
2008 $ $ $ $ $ $ $ %
Specified Executives
Trevor Schmitt 42,049 - 3,784 - - - 45,833 -
Bruce Nix 162,675 - 14,746 - 9,250 6,400 193,071 8.1
Shaun Clarke 280,039 - 25,662 - 18,500 16,000 340,201 10.1
Former Specified Executives
Mike Keenan 61,415 - 6,300 155,246 - - 222,961 -
Patrick Raper 187,200 - 18,421 15,557 18,500 72,000 311,678 29.0
733,378 - 68,913 170,803 46,250 94,400 1,113,744
2007 $ $ $ $ $ $ $ %
directors
Alan Good 75,000 - 6,750 - - - 81,750 -
Peter Hatfull 385,732 75,000 34,716 - - - 495,448 15.1
Joseph Tong Hong Chung 50,000 - 4,500 - - - 54,500 -
John Crabb 50,000 - 4,500 - - - 54,500 -
Robert Moltoni 50,000 - 4,500 - - - 54,500 -
Douglas Rowe - - - - - - - -
610,732 75,000 54,966 - - - 740,698
2007 $ $ $ $ $ $ $ %
Specified Executives
Mike Keenan 308,676 - 23,850 - - 150,002 482,528 -
Shaun Clarke 247,196 - 22,248 - - - 269,444 -
Patrick Raper 247,196 - 22,248 - - - 269,444 -
803,068 - 68,346 - - 150,002 1,021,416
No non-cash benefits were provided to the Directors or Key Management Personnel in both years.
Directors’ Report (continued)
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meetings of directors During the financial year ended 30 June 2008, 11 meetings of the Board of Directors were held. Attendances by each director during the
financial year were as follows:
director
directors’ meetings Eligible
to attend
directors’ meetings attended
audit Committee meetings Eligible
to attend
audit Committee meetings attended
Alan Good 11 10 4 4
Peter Hatfull 7 7 - -
Joseph Tong Hong Chung 11 11 - -
John Crabb 6 5 2 2
Robert Moltoni 11 7 4 4
Douglas Rowe
Terry Woods
9
5
9
4
-
-
-
-
director
remuneration Committee
meetings Eligible to attend
remuneration Committee meetings attended
nomination Committee
meetings Eligible to attend
nomination Committee meetings attended
Alan Good 1 1 2 2
Peter Hatfull 1 1 2 2
Joseph Tong Hong Chung - - - -
John Crabb - - 2 2
Robert Moltoni 1 1 - -
Douglas Rowe
Terry Woods
-
-
-
-
-
-
-
-
indemnifying officersDuring or since the end of the financial year, the Company has paid or agreed to pay insurance premiums in relation to its directors and officers.
The terms of the insurance policy prevent disclosure of the amount of the premium paid, or the specific coverage that it provides.
proceedings on Behalf of CompanyNo person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company
is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the financial year.
non-audit ServicesThe Board of Directors, in accordance with advice from the Audit Committee, is satisfied that the provision of non-audit services during the
financial year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are
satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:
PKF East Coast Practice and Ross Melville PKF provided due diligence and tax compliance services during the financial year. -
all non-audit services have been reviewed by the Audit Committee to ensure they do not impact the impartiality and objectivity of the auditor. -
the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with -
APES110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
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rounding amountsThe Company is an entity to which ASIC Class Order 98/100 applies and, accordingly, amounts in the Directors’ Report and financial report have
been rounded to the nearest thousand dollars, where rounding is applicable.
auditor’s independence declarationThe lead auditor’s independence declaration for the financial year ended 30 June 2008 has been received and is set out on page 29.
Change of name of legal EntitiesThe following wholly owned subsidiaries of the Economic Entity had a change of name during the year:
CMA Recycling Pty Limited (formerly known as CMA Metals (QLD) Pty Limited) -
CMA Recycling Victoria Pty Limited (formerly known as Universal Metals Pty Limited) -
CMA Contracting Pty Limited (formerly known as Moltoni Adams Group Pty Limited) -
CMA Recycling Australia Pty Limited (formerly known as CMA Metals Pty Limited) -
Signed in accordance with a resolution of the Board of Directors.
douglas rowe
managing director
dated this 22 September 2008
Directors’ Report (continued)
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Lead Auditor’s Independence Declaration
Tel: 61 2 9251 4100 | Fax: 61 2 9240 9821 | www.pkf.com.au PKF | ABN 83 236 985 726 Level 10, 1 Margaret Street | Sydney | New South Wales 2000 | Australia DX 10173 | Sydney Stock Exchange | New South Wales
PKF East Coast Practice is a member of PKF Australia Limited a national association of independent chartered accounting and consulting firms each trading as PKF. The East Coast Practice has offices in NSW, Victoria and Brisbane. PKF East Coast Practice is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.
Liability limited by a scheme approved under Professional Standards Legislation
Auditor's Independence Declaration
As lead auditor for the audit of CMA Corporation Limited for the year ended 30 June 2008, I declare that to the best of my knowledge and belief, there have been:
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of CMA Corporation Limited and the entities it controlled during the year.
PKF
Arthur Milner Partner
Sydney, 22 September 2008
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Economic Entity parent Entity
note 2008 2007 2008 2007
$000 $000 $000 $000
Revenue from continuing operations 2 501,585 237,095 15,417 5,138
Other income 2 1,695 192 (255) 885
Changes in inventories of finished goods and work in progress 35,876 5,659 - -
Inventories used (367,791) (144,213) - -
Employee benefits expense (47,304) (26,664) (4,244) (2,758)
Contractors, consultants and professional fees expense (12,644) (10,260) (1,606) (532)
Equipment expense (24,269) (17,356) (80) (69)
Transport expense (18,115) (14,862) - -
Office and yard rent expense (11,384) (4,341) (437) (197)
Travel expense (6,873) (3,250) (681) (344)
Communications and IT expense (2,001) (1,181) (525) (265)
Insurance expense (1,782) (1,949) (90) (61)
Other general and administration expense (2,384) (802) (337) (203)
Depreciation and amortisation expense (11,133) (4,949) (141) (127)
Finance costs 3 (9,935) (3,311) (1,188) (675)
Profit before income tax 23,541 9,808 5,833 792
Income tax expense 4 (5,465) (3,291) (1,619) 31
Profit for the financial year 18,076 6,517 4,214 823
Profit attributable to members of the parent entity 18,076 6,517 4,214 823
Basic earnings per share (cents per share) 7 5.0 4.5
Diluted earnings per share (cents per share) 7 5.0 4.5
The accompanying notes form part of these financial statements.
Income Statement For the Financial Year ended 30 June 2008
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Economic Entity parent Entity
note 2008 2007 2008 2007$000 $000 $000 $000
aSSEtS
Current assets
Cash and cash equivalents 8 3,348 21,276 112 18,957
Trade and other receivables 9 80,594 32,543 103,512 16,305
Inventories 10 56,236 20,230 - -
Other assets 11 8,875 2,083 787 895
total Current assets 149,053 76,132 104,411 36,157
non-Current assets
Trade and other receivables 9 18,335 89 11 33
Financial assets 12 534 525 108,313 44,535
Property, plant and equipment 13 140,722 31,425 2,751 2,283
Deferred tax assets 4 3,404 1,482 799 471
Intangible assets 15 77,781 36,909 - -
total non-Current assets 240,776 70,430 111,874 47,322
total aSSEtS 389,829 146,562 216,285 83,479
liaBilitiES
Current liabilities
Trade and other payables 16 81,312 21,347 1,362 3,513
Short-term borrowings 17 34,117 5,978 6,788 211
Current tax liabilities 3,600 1,937 1,470 -
Short-term provisions 18 2,073 1,279 339 93
Other 19 - 21,265 - 21,265
total Current liabilities 121,102 51,806 9,959 25,082
non-Current liabilities
Trade and other payables 16 - 1,097 - -
Long-term borrowings 17 91,603 34,065 51,133 8,011
Deferred tax liabilities 4 1,801 895 58 58
Long-term provisions 18 741 206 - -
total non-Current liabilities 94,145 36,263 51,191 8,069
total liaBilitiES 215,247 88,069 61,150 33,151
nEt aSSEtS 174,582 58,493 155,135 50,328
EQuitY
Issued capital 20 150,788 48,420 150,788 48,420
Retained earnings 26,235 9,934 4,347 1,908
Other reserves 21 (2,441) 139 - -
total EQuitY 174,582 58,493 155,135 50,328
The accompanying notes form part of these financial statements.
Balance Sheet As at 30 June 2008
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Statement of Changes in Equity For the Financial Year ended 30 June 2008
Economic Entity note issued
Capital
retained
Earnings
other
reserves
total
$000 $000 $000 $000
at 30 June 2006 42,282 3,417 (563) 45,136
Shares issued during the financial year 6,055 - - 6,055
Cost associated with shares issued during the financial year, net of tax 83 - - 83
Profit attributable to members of parent entity - 6,517 - 6,517
Exchange differences on translation of foreign operations - - 702 702
at 30 June 2007 48,420 9,934 139 58,493
Shares issued during the financial year 103,910 - - 103,910
Cost associated with shares issued during the financial year, net of tax (1,542) - - (1,542)
Dividends paid during the financial year 6 - (1,775) - (1,775)
Profit attributable to members of parent entity - 18,076 - 18,076
Exchange differences on translation of foreign operations - - (2,580) (2,580)
at 30 June 2008 150,788 26,235 (2,441) 174,582
parent Entity issued
Capital
retained
Earnings
other
reserves
total
$000 $000 $000 $000
at 30 June 2006 42,282 1,085 - 43,367
Shares issued during the financial year 6,055 - - 6,055
Cost associated with shares issued during the financial year, net of tax 83 - - 83
Profit attributable to members of parent entity - 823 - 823
at 30 June 2007 48,420 1,908 - 50,328
Shares issued during the financial year 103,910 - - 103,910
Cost associated with shares issued during the financial year, net of tax (1,542) - - (1,542)
Dividends paid during the financial year 6 - (1,775) - (1,775)
Profit attributable to members of parent entity - 4,214 - 4,214
at 30 June 2008 150,788 4,347 - 155,135
The accompanying notes form part of these financial statements.
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Cash Flow Statement For the Financial Year ended 30 June 2008
Economic Entity parent Entity
note 2008 2007 2008 2007
$000 $000 $000 $000
Cash Flows from operating activities
Receipts from customers 439,574 244,995 642 (33)
Payments to suppliers and employees (421,434) (233,465) (9,905) 663
Interest received 1,601 162 47 6
Finance costs (7,504) (3,311) (1,188) (675)
Income tax paid (4,412) (1,928) (477) -
Net cash provided by / (used in) operating activities 24 7,825 6,453 (10,881) (39)
Cash Flows from investing activities
Proceeds from sale of property, plant and equipment 1,185 1,046 - -
Purchase of property, plant and equipment 13 (50,791) (10,052) (609) 35
Outlays in respect of acquisition of subsidiaries and businesses, net of cash acquired 26 (36,056) (8,530) (47,400) (6,663)
Dividends received - - - 879
Net cash (used in) investing activities (85,662) (17,536) (48,009) (5,749)
Cash Flows from Financing activities
Proceeds from issue of shares 43,839 6,055 43,839 6,055
Proceeds from Entitlement Offer for which shares not issued at reporting date - 18,816 - 18,816
Outlays in respect of share issue (2,019) - (2,019) -
Amounts advanced to controlled entities - - (49,700) -
Proceeds from borrowings 51,488 19,716 49,700 269
Repayment of borrowings (33,262) (15,277) - (404)
Dividends paid (1,775) - (1,775) -
Net cash provided by financing activities 58,271 29,310 40,045 24,736
Net (decrease) / increase in cash held (19,566) 18,227 (18,845) 18,948
Cash at beginning of financial year 19,501 861 18,957 9
Cash acquired with subsidiaries purchased 550 413 - -
Cash at end of financial year 8 485 19,501 112 18,957
The accompanying notes form part of these financial statements.
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Notes to the Financial StatementsFor the Year ended 30 June 2008
note 1: Summary of Significant accounting policiesThe principal accounting policies adopted in the preparation of the financial report are set out below. The financial report includes separate financial
statements for CMA Corporation Limited as an individual entity, and the Economic Entity consisting of CMA Corporation Limited and its controlled entities.
a. Basis of preparation
This financial report is a general purpose financial report that has been prepared in accordance with the requirements of Australian
Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards
Board and the Corporations Act 2001.
CMA Corporation Limited is a company limited by shares, which is incorporated and domiciled in Australia. The shares of CMA
Corporation Limited are publicly traded on the Australian Securities Exchange following its listing on 8 July 2005.
The financial report has been prepared on an accruals basis and is based on historical costs, modified when applicable by the revaluation
of selected non current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.
The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available
current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data,
obtained both externally and within the Economic Entity.
The financial report is presented in Australian dollars.
The financial statements were authorised for issue by the directors on 22 September 2008.
b. Statement of Compliance
The financial report complies with Australian Accounting Standards, which include Australian Equivalents to International Financial Reporting
Standards (“AIFRS”). Compliance with AIFRS ensures that the financial statements and notes of the Company and the Economic Entity
comply with International Financial Reporting Standards (“IFRS”).
c. Changes in accounting policy
Other than as noted below, the accounting policies applied by the Company and the Economic Entity during the financial year ended 30
June 2008 are consistent with those applied in the previous financial year.
Scrap metal included only the purchased cost on a weighted average basis in the past. The policy has been revised so that
costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventories by the method most
appropriate to each particular class of inventory, with all categories being valued on weighted average cost basis. This change
in accounting policy has resulted in a decrease in cost of goods sold by $2,733,000 (2007: $436,000), increase in income tax
expense by $588,000 (2007: $125,000), increase in inventories by $2,733,000 (2007: $436,000), increase in tax liabilities by
$588,000 (2007: $125,000), increase in retained earnings by $2,145,000 (2007: $311,000), and an increase in both basic and
diluted EPS by 0.59 cents (2007: 0.22 cents). The comparatives have not been adjusted to reflect the effect of changes in the
accounting policy as this is considered immaterial to the Economic Entity.
The Economic Entity has adopted AASB 7 Financial Instruments: Disclosures, AASB 101: Presentation of Financial Statements (Revised
September 2006) and AASB 2008-4: Amendments to Australian Accounting Standards – “Key Management Personnel Disclosures by
Disclosing Entities”. Adoption of these standards has only affected the disclosures in these financial statements. There has been no affect
on profit and loss or the financial position of the entity.
d. Comparative Figures
The comparative figures in the financial report are for the financial year from 1 July 2006 to 30 June 2007.
Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures.
e. rounding of amounts
The amounts contained in the Directors’ Report and the financial report have been rounded to the neared $1,000 (where rounding is applicable)
under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies.
f. principles of Consolidation
The consolidated financial statements comprise the financial statements of CMA Corporation Limited (the Company) and its subsidiaries as
at 30 June each year (the Economic Entity).
The financial statements of subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies.
All intercompany balances and transactions within the Economic Entity, including any unrealised profits or losses, have been eliminated in
full upon consolidation.
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Subsidiaries are consolidated from the date on which control is acquired by the Economic Entity. Control exists where the acquiring
company within the Economic Entity has the capacity to dominate the decision-making in relation to the financial and operating policies of
the acquired entity so that the acquired entity operates with, and assists in achieving the objectives of, the Economic Entity.
Investments in subsidiaries are accounted for at cost in the individual financial statements of CMA Corporation Limited.
A list of the controlled entities is included in Note 14 to the financial statements.
g. Business Combinations
The purchase method of accounting is used to account for all business combinations, including business combinations involving entities
or businesses under common control, regardless of whether equity instruments or assets are acquired. Cost is measured at the fair
value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the
acquisition. Where equity instruments are issued in an acquisition, the fair value of the instruments is their published market price as at the
date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable
indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. Transaction costs
arising on the issue of equity instruments are recognised directly in equity.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair
values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of
the Economic Entity’s share of the identifiable net assets acquired is recorded as goodwill (refer to Note 1p). If the cost of acquisition is
less than the Economic Entity’s share of the fair value of the identifiable net assets of the business acquired, the difference is recognised
directly in the Income Statement, but only after a reassessment of the identification and measurement of the net assets acquired.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as
at the date of exchange.
Where any part of the consideration is dependent on the acquired business achieving certain future performance targets, this part of the
consideration is recognised only when it is probable that the targets will be achieved.
h. revenue recognition
Revenue is measured at the fair value of the consideration received or receivable.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Economic Entity and the revenue can be
reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Sale of Goods
Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be
measured reliably.
Demolition and Remediation Contracts and Work in Progress
Revenue from demolition and remediation contract services is recognised by reference to the stage of completion.
Stage of completion is measured by reference to actual work completed to date as a percentage of total work to be completed for
each contract.
Where the contract outcome cannot be measured reliably, revenue is recognised only to the extent of the expenses recognised that are
recoverable. Where losses are anticipated they are provided in full.
Consideration received for the performance of certain demolition, remediation or other contract services may consist of cash, scrap metal
and other intact items, and acquisition of the land where the services are being performed. The value of the scrap metal component
recognised as revenue is determined by reference to the wholesale price for scrap metal less a discount. Total consideration is not
recognised until the services are complete and all other conditions of the agreement have been satisfied.
Interest
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial assets.
Dividends
Revenue is recognised when the shareholders’ right to receive the payment is established.
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i. Expenditure
Expenditure is brought to account on an accruals basis. The following specific recognition criteria must also be met before expenses
are recognised:
Demolition and Remediation Contracts and Work in Progress
Expenses from demolition and remediation contract services are recognised by reference to the stage of completion.
Stage of completion is measured by reference to actual work completed to date as a percentage of total work to be completed for
each contract.
Borrowing Costs
Borrowing costs are recognised as an expense when incurred.
j. income tax
The charge for current income tax expense is based on the profit for the financial year adjusted for any non-assessable or disallowed
items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of all taxable and deductible temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, except where the temporary
difference relates to the initial recognition of an asset or a liability in a transaction other than a business combination, where neither
accounting profit nor taxable profit or loss is affected at the time of the transaction.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible
temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at balance date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled.
Deferred tax is credited in the Income Statement except where it relates to items that may be recognised directly in equity, in which case
the deferred tax is adjusted directly against equity.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will
occur in income taxation legislation and the anticipation that the Economic Entity will derive sufficient future assessable income to enable
the benefit to be realised and comply with the conditions of deductibility imposed by the law.
Tax consolidation
The Company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. CMA
Corporation Limited is the head entity in the tax-consolidated group. Tax expense / income, deferred tax liabilities and deferred tax assets
arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of
the members of the tax-consolidated group using the “separate taxpayer within group” approach by reference to the carrying amounts in
the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and
deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised
by the Company (as head entity in the tax-consolidated group).
Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable
to or receivable by the Company and each member of the group in relation to the tax contribution amounts paid or payable between the
parent entity and the other members of the tax-consolidated group in accordance with the arrangement.
k. Goods and Services tax (GSt)
Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST), except:
Where the GST incurred on a purchase of goods or services is not recoverable from the taxation authority, in which case the GST is -
recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
Receivables and payables are stated with the amount of GST payable or recoverable included. -
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the
Balance Sheet.
Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and
financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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l. Cash and Cash Equivalents
Cash in the Balance Sheet comprises cash on hand and at banks, and in short-term deposits with an original maturity of three months
or less.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents per the Balance Sheet,
net of outstanding bank overdrafts. Bank overdrafts are shown within Borrowings in current liabilities on the Balance Sheet.
m. inventories
Inventories are valued at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead
expenses, are assigned to inventories by the method most appropriate to each particular class of inventory, with all categories being
valued on weighted average cost basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale.
Work In Progress
Demolition and remediation contracting work in progress is stated at the aggregate of contract costs incurred to date plus recognised
profits less recognised losses and progress billings. Contract costs include all costs directly related to specific contracts and costs that
are specifically chargeable to the customer under the terms of the contract.
n. property, plant and Equipment
Land held for use in the production or supply of goods or services, or for administrative purposes, is carried in the Balance Sheet at cost
less impairment.
Plant and equipment, leasehold improvements are stated at cost less accumulated depreciation and impairment. Construction in progress
is stated at cost less impairment. Cost includes expenditure that is directly attributable to the acquisition or construction of the item.
Depreciation
Depreciation methods and estimated useful lives are reviewed on a regular basis. On 1 January 2008, the estimated useful lives of assets
have been revised. This revision resulted in a positive impact on earnings of $1.02m.
Depreciation is provided on plant and equipment, but excluding land. Depreciation of plant and equipment is calculated on a straight-line
basis so as to write off the net cost of each asset over its expected useful life to its estimated residual value. Assets held under finance
leases are depreciated over their expected useful lives, but where shorter, the term of the relevant lease, using the reducing balance
method. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is shorter, using the
reducing balance method.
The gain or loss arising on disposal or retirement of an item of plant and equipment is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognised in profit or loss.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed asset depreciation rate
Leasehold improvements 10%
Plant and equipment 5%-33%
Leased plant Over the lease term
o. leases
Finance Leases
Leases of property, plant and equipment where substantially all the risks and benefits incidental to the ownership of the asset, but not legal
title, are transferred to entities in the Economic Entity, are classified as finance leases.
Finance leases are capitalised at the inception of the lease, recording an asset and a liability equal to the value of the minimum lease
payments, including any guaranteed residual values. Leased assets are depreciated over their estimated useful lives where it is likely that
the Economic Entity will obtain ownership of the asset, or over the term of the lease.
Lease payments are allocated between the reduction of the lease liability and the lease expense for the financial year.
Operating Leases
Leases where substantially all the risks and benefits remain with the lessor are classified as operating leases.
Operating lease payments are recognised as an expense in the Income Statement on a straight-line basis over the lease term.
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p. intangible assets
Goodwill
Goodwill is initially recognised at cost, being the excess of the cost of the business combination over the acquirer’s interest in the net
fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any
accumulated impairment losses. Goodwill is not amortised.
Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may not
be fully recoverable. As at the acquisition date, any goodwill arising is allocated to each of the cash-generating units expected to benefit
from the business combination. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment
loss is recognised. The recoverable amount is the higher of a cash-generating unit’s fair value less costs to sell and its value in use.
Intangible assets acquired separately
Intangible assets acquired separately are recorded at cost less accumulated amortisation and impairment. Amortisation is charged on a
straight-line basis over their estimated useful lives. The estimated useful life and amortisation method is reviewed at the end of each annual
reporting period, with any changes in these accounting estimates being accounted for on a prospective basis.
At the end of the year, the intangible assets are not amortised as they have not been used.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the
definition of an intangible asset and their fair values can be measured reliably.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation
and accumulated impairment losses, on the same basis as intangible assets acquired separately.
q. impairment of assets
At each reporting date, the Economic Entity reviews the carrying values of its tangible and intangible assets to determine whether there is
any indication that those assets may be impaired. If such an indication exists, a formal assessment of recoverable amount is made. The
recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's
carrying value. Where the carrying value of an asset exceeds its recoverable amount, the asset is considered to be impaired and the
excess is written off to the Income Statement.
Where it is not possible to estimate the recoverable amount of an individual asset, the Economic Entity estimates the recoverable amount
of the cash-generating unit to which the asset belongs.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.
r. provisions
Provisions are recognised when the Economic Entity has a present legal, equitable or constructive obligation to make a future sacrifice of
economic benefits to other entities as a result of a past transaction or other past events, it is probable that a future sacrifice of economic
benefits will be required and a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are discounted to their present values.
s. Share Based payments
Share based compensation benefits are provided to employees via the employee equity plan. Information relating to this scheme is set out
in Note 27.
Shares issued to employees for no cash consideration vest immediately on grant date. On this date, the market value of the shares issued
is recognised as an employee benefits expense with a corresponding increase in equity.
Options are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of a black-scholes model.
The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability,
exercise restrictions, and behavioural considerations.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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t. Foreign Currency translation
Functional and Presentation Currency
Both the functional and presentation currencies of CMA Corporation Limited and its Australian subsidiaries are Australian dollars.
The functional currency of the overseas subsidiaries (refer to Note 14 to the financial statements for a list of subsidiaries incorporated
outside Australia) are the currencies of the countries in which those subsidiaries were incorporated. The functional currencies applied by
overseas subsidiaries are New Zealand dollars, Papua New Guinean kina, Singaporean, Malaysian and United States dollars.
Transactions and Balances
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates prevailing at the dates of the
transactions. Monetary assets and liabilities denominated in foreign currencies are re-translated at the end of the reporting period using the
rate of exchange at the reporting date. All exchange differences arising are recognised in the Income Statement.
Group Companies
At the end of the reporting period, the assets and liabilities of overseas subsidiaries are translated into the presentation currency of CMA
Corporation Limited at the rate of exchange ruling at the reporting date, and the Income Statements are translated using the weighted
average exchange rates for the reporting period.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the
date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value
was determined.
The exchange differences arising on the re-translation of overseas subsidiaries are taken directly to a separate component of equity.
These differences are recognised in the Income Statement in the period in which the operation is disposed.
u. Financial instruments
Recognition
Financial instruments incorporate both financial assets and financial liabilities. Financial instruments are initially measured at cost on trade
date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these
instruments are measured as set out below:
Financial Assets at Fair Value through Profit and Loss
A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by
management and within the requirements of AASB 139: Recognition and Measurement of Financial Instruments. Derivatives are also
categorised as held for trading unless they are designated as hedges. Realised and unrealised gains and losses arising from changes in
the fair value of these assets are included in the Income Statement in the financial year in which they arise.
Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and
are stated at amortised cost using the effective interest rate method. Loans and receivables include current and non-current trade and
other receivables.
Held-to-maturity Investments
These investments have fixed maturities, and it is the Economic Entity's intention to hold these investments to maturity. Any held-to-
maturity investments held by the Economic Entity are stated at amortised cost using the effective interest rate method.
Financial Liabilities
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.
Financial liabilities include current and non-current trade and other payables.
Derivative Instruments
Derivative instruments are measured at fair value. Gains and losses arising from changes in the value of derivative financial instruments are
recognised immediately in the Income Statement unless they are designated as hedges. The Economic Entity does not hedge account.
Available for sale financial assets
Available for sale financial assets are stated at fair value. Gains and losses arising from changes in fair value are recognised directly in the
investments revaluation reserve with the exception of impairment losses, interest calculated using effective interest method and foreign
exchange gains and losses on monetary assets which are recognised directly in profit or loss. Where the investment is disposed of or is
determined to be impaired, the cumulative gain or loss previously recognised in the investments revaluation reserve is included in profit or
loss for the period.
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Fair Value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value
for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.
Impairment
At each reporting date, the Economic Entity assesses whether there is objective evidence that a financial instrument has been impaired.
Impairment losses are recognised in the Income Statement.
Derecognition of financial assets
The Economic Entity derecognises a financial asset only when the contractual rights to the cash flows from the asset expires, or it transfers
the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Economic Entity neither
transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Economic
Entity recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Economic Entity retains
substantially all the risks and rewards of ownership of a transferred financial asset, the Economic Entity continues to recognise the financial
asset and also recognises a collateralised borrowing for the proceeds received.
v. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Economic Entity’s accounting policies, management is required to make judgements, estimates and assumptions
about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be relevant.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
Key sources of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date,
that have a risk of causing an adjustment to the carrying amounts of assets and liabilities within the next financial year.
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has
been allocated. The value in use calculation requires the Economic Entity to estimate future cash flows expected to arise from the cash-
generating unit and a suitable discount rate in order to calculate present value.
The carrying amount of goodwill at the balance sheet date was $75.6m (2007: $36.9m). No impairment is identified in the current financial year.
Work in progress
The accurate calculation of work in progress relies upon accurate forecast of contract costs at completion, which generally are difficult to ascertain.
Property, plant and equipment
The cost of property, plant and equipment is depreciated over the estimated useful life, which is based on expected usage of the asset,
expected physical wear and tear, the repair and maintenance program and technological obsolescence arising from changes and the
residual value. The management has not considered any residual value as it is deemed immaterial.
Revenue Recognition
Revenue and expense are recognised in net profit by reference to the stage of completion of each identifiable component for demolition
and remediation contracts.
A fundamental condition for being able to estimate percentage of completion profit recognition is that project revenues and project costs
can be established reliably. This reliability is based on such factors as compliance with the Economic Entity’s system for project control
and that project management has the necessary skills. Project control also includes a number of estimates and assessments that depend
on the experience and knowledge of project management in respect of project control, industrial relations, risk management, training and
the prior management of projects.
w. Employee Benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick
leave when it is probable that settlement will be required and they are capable of being measured reliably.
Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their normal values using
the remuneration rate expected to apply at the time of settlement.
Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured at the present value
of the estimated future cash outflows to be made by the Economic Entity in respect of services provided by the employees up to reporting date.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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x. Standards and interpretations issued not yet effective
At the date of authorisation of the financial report, the Standards and Interpretations listed below were issued but not yet effective.
Initial application of the following Standards and Interpretations is not expected to have any material impact on the financial report of the
Economic Entity and the Company:
Effective date (Annual reporting
periods beginning
on or after)
AASB 8 “Operating Segments” 1 Jan 2009
AASB 101 "Presentation of Financial Statements (Revised September 2007)” 1 Jan 2009
AASB 123 “Borrowing Costs (Amended)” 1 Jan 2009
AASB 3 “Business Combinations (Revised)” 1 Jul 2009
AASB 127 “Consolidated and Separate Financial Statements (Amended)” 1 Jul 2009
AASB 2008-1 “Amendments to Australian Accounting Standard - Share-based Payments: Vesting Conditions and Cancellations” 1 Jan 2009
AASB 2008-2 “Amendments to Australian Accounting Standards – Puttable Financial Instruments and Obligations arising on Liquidation” 1 Jul 2009
AASB 2008-3 “Amendments to Australian Accounting Standards arising from AASB 3 (Revised) and AASB 127 (Amended)” 1 Jan 2009
AASB 2008-5 “Amendments to Australian Accounting Standards arising from the Annual Improvements Project” 1 Jan 2009
AASB 2008-6 “Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project” 1 Jul 2009
AASB 2008-7 “Amendments to Australian Accounting Standards – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate” 1 Jan 2009
AASB 2008-8 “Amendments to Australian Accounting Standards – Eligible Hedged Items” 1 Jul 2009
AASB Interpretation 4 "Determining whether an Arrangement contains a Lease (Revised)" 1 Jan 2008
AASB Interpretation 12 "Service Concession Arrangements" 1 Jan 2008
AASB Interpretation 13 "Customer Loyalty Programmes" 1 Jul 2009
AASB Interpretation 129 "Service Concession Arrangements: Disclosures (Revised)" 1 Jan 2008
AASB 15 “Agreements for the Construction of Real Estate” 1 Jan 2009
AASB 16 “Hedges of a Net Investment in a Foreign Operation” 1 Oct 2008
note 2: revenuesEconomic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Continuing Operations
Sale of goods and services 470,918 201,766 15,417 5,138
Contract revenue 30,667 35,329 - -
Total revenues from continuing operations 501,585 237,095 15,417 5,138
Other Income
Interest received from other persons 1,601 162 47 6
Dividends received from wholly owned subsidiaries - - - 879
Sundry revenue 381 76 (302) -
Loss on disposal of property, plant and equipment (287) (46) - -
Total other income 1,695 192 (255) 885
Total revenues 503,280 237,287 15,162 6,023
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note 3: Expenses Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Cost of sales 331,915 138,554 - -
Finance costs
- External 7,200 3,311 883 675
- Related Parties 304 - 304 -
Interest expense on financial assets 2,431 - - -
Total finance costs 9,935 3,311 1,188 675
The only significant revenue and expense items relevant in explaining the financial performance are project revenues and expenses in the normal
course of business already detailed above.
note 4: income tax Expensea. major components of income tax
expense comprise:
Current income tax expense 6,228 3,707 1,675 -
Deferred tax relating to the origination and reversal of temporary differences (770) (416) (56) (31)
Deferred tax relating to reduction in tax rate in New Zealand 7 - - -
Income tax expense 5,465 3,291 1,619 (31)
b. reconciliation between income tax expense and prima facie tax on accounting profit/(loss):
Accounting profit/(loss) 23,541 9,808 5,833 792
Tax at 30% 7,062 2,942 1,750 238
Tax effect of amounts not deductible (taxable) in calculating taxable income:
Non-deductible expenses 93 22 7 8
Exempt non-portfolio dividends - - - (264)
Research and development (714) - - -
Tax consolidation restatement of tax cost base assets (378) - - -
Other 102 (7) (138) (124)
International tax rate differential (673) 178 - -
Deferred tax asset not recognised 63 156 - 111
Under (over) provision from previous years – research and development (90) - - -
Income tax expense 5,465 3,291 1,619 (31)
The applicable weighted average effective tax rates are as follows: 23% 34% 28% 0%
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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Economic Entity parent Entity
note 2008 2007 2008 2007
$000 $000 $000 $000
c. analysis of deferred tax assets:
Provisions
Opening balance 784 299 28 9
Charged to income 271 464 23 19
Acquisitions / Disposals - 21 - -
Closing balance 1,055 784 51 28
Accruals
Opening balance 230 90 10 13
Charged to income 94 138 - (3)
Acquisitions / Disposals - 2 - -
Closing balance 324 230 10 10
Foreign exchange fluctuations
Opening balance 35 41 - -
Charged to income 267 (6) 91 -
Closing balance 302 35 91 -
Losses
Opening balance 149 153 149 138
Charged to income 203 (4) (58) 11
Closing balance 352 149 91 149
IPO costs
Opening balance 284 204 284 204
Charged to equity 272 80 272 80
Closing balance 556 284 556 284
Plant and equipment
Opening balance - - - -
Charged to income 469 - - -
Closing balance 469 - - -
Deferred tax assets acquired 26 346 - - -
Total deferred tax assets 3,404 1,482 799 471
tax consolidation
relevance of tax consolidation to the Group
The Company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 4 July 2007 and are
therefore taxed as a single entity from that date. The head entity within the tax consolidated group is CMA Corporation Limited. The members of
the tax-consolidated group are identified at Note 14.
nature of tax funding arrangements
Entities within the tax-consolidated group have entered into a tax funding arrangement with the head entity. Under the terms of the tax funding
arrangement, CMA Corporation Limited and each of the entities in the tax-consolidated group has agreed to pay a tax equivalent payment to or
from the head entity, based on the current tax liabilities or current tax asset of the entity. Such amounts are reflected in amounts receivable from
or payment to other entities in the tax-consolidated group.
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Economic Entity parent Entity
note 2008 2007 2008 2007
$000 $000 $000 $000
d. analysis of deferred tax liabilities:
Plant
Opening balance (762) (683) - -
Charged to income (868) (79) - -
Closing balance (1,630) (762) - -
Leased assets
Opening balance (58) (65) (58) (65)
Charged to income - 7 - 7
Closing balance (58) (58) (58) (58)
Retentions
Opening balance (8) - - -
Charged to income (10) (8) - -
Closing balance (18) (8) - -
Prepayment
Opening balance - - - -
Charged to income (28) (67) - -
Closing balance (28) (67) - -
Foreign exchange fluctuations
Opening balance (67) - - -
Charged to income 67 (67) - -
Closing balance - (67) - -
Deferred tax liabilities acquired 26 (67) - - -
Total deferred tax liabilities (1,801) (895) (58) (58)
note 5: Key management personnel disclosureDetails of directors’ and executives’ remuneration are as below.
At the date of this report, the Board consists of five members. The names, status and date of appointment or resignation of all the directors of the
Company during the year are:
Alan Good Non-Executive Independent Chairman Appointed 25 July 2005
Douglas Rowe Executive Director Appointed 4 July 2007
Managing Director Appointed 1 February 2008
Joseph Tong Hong Chung Executive Director Appointed 11 March 2005
Robert Moltoni Non-Executive Director Appointed 11 March 2005
Terry Woods Non-Executive Director Appointed 3 December 2007
Peter Hatfull Appointed 11 March 2005
Resigned 31 January 2008
John Crabb Appointed 3 January 2006
Resigned 30 November 2007
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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Shareholdings of directors and Specified Executives
Number of Shares Held by Parent Entity Directors and Specified Executives as at 30 June 2008:
Balance at
30 June 2007
received as
remuneration
net Change
other
Balance at
30 June 2008
parent Entity directors
Alan Good 40,000 - 30,654 70,654
Peter Hatfull 1,106,000 70,000 (357,037) 818,963
Joseph Tong Hong Chung 25,500,001 - 16,631,250 42,131,251
John Crabb - - - -
Robert Moltoni 25,500,001 - (11,300,000) 14,200,001
Douglas Rowe - - 53,311,300 53,311,300
Terry Woods - - - -
JTH Chung and JTH Chung Superannuation Fund 575,000 - 431,250 1,006,250
Specified Executives
Mike Keenan 327,515 - (327,515) -
Shaun Clarke - 25,000 50,000 75,000
Patrick Raper 20,000 125,000 5,456 150,456
Bruce Nix - 10,000 33,925 43,925
Trevor Schmitt - - - -
total 53,068,517 230,000 58,509,283 111,807,800
Number of Shares Held by Parent Entity Directors and Specified Executives as at 30 June 2007:
Balance at
30 June 2006
received as
remuneration
net Change
other
Balance at
30 June 2007
parent Entity directors
Alan Good 40,000 - - 40,000
Peter Hatfull 1,071,000 - 35,000 1,106,000
Joseph Tong Hong Chung 25,500,001 - - 25,500,001
John Crabb - - - -
Robert Moltoni 25,500,001 - - 25,500,001
Douglas Rowe - - - -
JTH Chung and JTH Chung Superannuation Fund 15,000 - 560,000 575,000
Specified Executives
Mike Keenan - 327,515 - 327,515
Shaun Clarke - - - -
Patrick Raper 20,000 - - 20,000
total 52,146,002 327,515 595,000 53,068,517
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note 6: dividends Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Declared and paid during the year
Dividends on ordinary shares:
- Interim declared: 0.5 cent per share 1,775 - 1,775 -
Unrecognised amounts
Final dividend: 0.5 cent per share 2,201 - 2,201 -
The $1,775,000 interim dividend paid in 2008 was declared in relation to the financial period from 1 July 2007 to 31 December 2007.
On 28 August 2008, the directors declared a fully franked final dividend of 0.5 cents per share to the holders of fully paid ordinary shares in
respect of the financial year ended 30 June 2008, payable on 31 October 2008. This dividend has not been included as a liability in these
financial statements. The dividend will be paid to all shareholders on the Register of Members on 15 October 2008. The total estimated
dividend to be paid is $2,201,000 and is a contingent liability.
Franking credit balance
The amount of franking credits available for the subsequent
financial year are:
- Franking account balance as at the end of the financial year
at 30% 4,566 3,038 4,566 481
- Franking credits that will arise from the payment of income
tax payable as at the end of the financial year 1,421 1,484 1,421 -
- Franking debits that will arise from income tax refunds
receivable as at the end of the financial year - (60) - -
- Franking debits that will arise from the payment of dividends
as at the end of the financial year (761) - (761) -
The amount of franking credits available for future reporting
periods:
- Impact on the franking account of dividends proposed or
declared before the financial report was authorised for issue
but not recognised as a distribution to equity holders during
the financial year (943) - (943) -
The tax rate at which dividends have been franked is 30%.
Dividends proposed will be franked at the rate of 30%.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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note 7: Earnings per ShareEconomic Entity
2008 2007
$000 $000
a. reconciliation of earnings to net profit
Earnings used in the calculation of basic and diluted EPS
- Net profit after tax 18,076 6,517
2008 2007
Shares Shares
b. Basic weighted average number of ordinary shares 364,207,035 144,619,405
diluted weighted average number of ordinary shares 364,688,474 144,619,405
Weighted average number of options outstanding 481,439 -
c. Classification of shares
All shares included in the calculation of basic and diluted
EPS are classified as ordinary shares.
There are no instruments excluded from the calculation
of basic and diluted EPS due to their being anti-dilutive.
d. ordinary share transactions after the reporting date
Shares issued on 4 July 2007 as partial consideration
for acquisition of Universal Metals Pty Limited - 46,875,000
Shares issued on 4 July 2007 pursuant to an Entitlement
Offer to Eligible Shareholders in CMA Corporation Limited
as set out in a Prospectus dated 29 May 2007 - 115,869,961
Shares issued on 13 August 2008 as consideration for acquisition of the assets of UK-based Meretec Limited 37,500,000 -
note 8: Cash and Cash EquivalentsEconomic Entity parent Entity
note 2008 2007 2008 2007
$000 $000 $000 $000
Cash at bank and on hand (i) 3,348 21,276 112 18,957
reconciliation of Cash
Cash at the end of the financial year as shown in
the Cash Flow Statement is reconciled to items in
the Balance Sheet as follows:
Cash and cash equivalents (i) 3,348 21,276 112 18,957
Bank overdrafts 17 (2,863) (1,775) - -
485 19,501 112 18,957
(i) Effective interest rate is 5.66% p.a. (2007: 4.91%).
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note 9: trade and other receivablesEconomic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Current
Trade debtors (ii) 77,482 24,086 - -
Contracting trade debtors (ii) 3,636 5,413 - -
Provision for impairment of receivables (702) (81) - -
80,416 29,418 - -
Other debtors 178 2,557 12 549
Derivative asset - 568 - -
Amounts receivable from:
- Wholly owned subsidiaries (iii) - - 103,500 15,756
80,594 32,543 103,512 16,305
(ii) The average credit period on sales of goods and rendering of services is 60 days. No interest is charged on the past due trade
receivables. A provision has been made for estimated irrecoverable trade receivable amounts arising from the past sale of goods and
rendering of services, determined by reference to past default experience.
The average age of the total receivables is 41 days (2007: 42 days).
Before accepting any new customers, the Group assesses the potential customer’s credit quality and defines credit limits by customer.
Limits attributed to customers are reviewed on a regular basis. Of the trade receivables balance at the end of the year, $12m (2007:
$0.3m) is due from Smorgon Steel Recycling and $5m (2007: $2.8m) from Sims Pacific Metals, the Group’s largest customers. They
have subsequently paid the Group $11.5m and $5m respectively. There are no other customers who represent more than 5% of the total
balance of trade receivables.
Included in the Group’s trade receivable balance are debtors with a carrying amount of $5.1m (2007: $2.9m) which are past due at the
reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still
considered recoverable. The Group has subsequently received more than 53% of these receivables and 83% of the total receivables.
The Group does not hold any collateral over these balances but expects the receivables to be paid in full.
(iii) Receivables from entities within the wholly-owned group include amounts arising under internal management fee charges and funds
transferred. The intercompany loan receivable is repayable within 12 months and is not interest bearing.
ageing of past due but not impaired
60-90 days 1,802 1,350 - -
90-120 days 2,096 1,525 - -
120+days 1,248 - - -
Total 5,146 2,875 - -
movement in the provision for
impairment of receivables
Balance at the beginning of the year (81) - - -
Impairment loss recognised on receivables (621) (81) - -
Impairment loss reversed - - - -
Balance at the end of the year (702) (81) - -
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date
credit was initially granted up to the reporting date. The concentration of credit risk is limited due to prompt collections from major customers
and the remaining customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision required in
excess of the provision for impairment of receivables.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
ageing of impaired trade receivable
90-120 days 237 - - -
120+ days 465 81 - -
Total 702 81 - -
non-Current
Retentions and deposits (iv) 147 89 11 33
Claims receivable (v) 17,969 - - -
Sundry debtors (iv) 219 - - -
18,335 89 11 33
ageing of past due but not impaired
120+days 17,969 - - -
Total 17,969 - - -
(iv) The retention and deposits, and sundry debtors are not past due. They will be fully recovered upon the completion of the leases or on
provision of the services.
(v) CMA Corporation Limited has taken advice and considers that its claim against John Holland Limited of $20,400,000 before a time value
discount, which relates to contract variations and claims has proper legal basis and is fully recoverable. In coming to this view, the entity
has also considered the risks associated with the counterclaim lodged by John Holland Limited (refer Note 25). The time value discount of
$2,431,000 being a non tax effected interest charge has been calculated based on an expected settlement by 31 December 2009, using
an average interest borrowing costs applicable to CMA Corporation Limited of 8.765%.
note 10: inventoriesat cost
Work in progress - demolition and remediation
contract services 3,140 8,174 - -
Finished goods:
Scrap metal 52,283 10,124 - -
Manufactured ingots 813 1,932 - -
56,236 20,230 - -
demolition and remediation
Contracts Work in progress
Contract costs incurred 33,589 59,713 - -
Recognised profits 14,813 10,606 - -
48,402 70,319 - -
Less: Progress billings (45,262) (62,145) - -
3,140 8,174 - -
Amount due from customers for contract work 3,140 8,174 - -
Amount due to customers for contract work - - - -
3,140 8,174 - -
Retentions on construction contracts in progress - 27 - -
Progress billings and advances received and
receivable on construction contracts in progress - - - -
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note 11: other assets (Current)Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Prepayments 4,019 2,083 787 895
GST Receivable 4,856 - - -
8,875 2,083 787 895
note 12: other Financial assets (non-Current)unlisted investments, at cost
- Shares in controlled entities - - 108,313 44,535
- Shares in other entities 534 525 - -
534 525 108,313 44,535
The Economic Entity’s investment in other entities relates to a 7% interest held in CMA Engineering Pty Limited, a company established to hold
the distribution rights for Australasia for hydroxy based steel cutting equipment.
CMA Engineering Pty Ltd was registered on 3 July 2006, at which time the Economic Entity held 51% of the voting shares. On 31 December
2006, the Economic Entity’s interest in CMA Engineering was reduced from 51% to 7% through the injection of additional capital by other
shareholders.
The Economic Entity’s investment in CMA Engineering Pty Limited is recorded at cost.
note 13: property, plant and Equipmentland
At cost 664 - - -
plant and equipment
At cost 131,543 38,107 361 74
Accumulated depreciation (16,402) (10,640) (25) (19)
115,141 27,467 336 55
leasehold improvements
At cost 3,593 2,734 322 -
Accumulated amortisation (1,257) (1,046) (24) -
2,336 1,688 298 -
leased plant and equipment
Capitalised leased assets 24,969 2,545 2,500 2,500
Accumulated depreciation (3,926) (275) (383) (272)
21,043 2,270 2,117 2,228
Construction in progress
At cost 1,538 - - -
Total Property, Plant and Equipment 140,722 31,425 2,751 2,283
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
(a) movements in Carrying amounts
Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the financial year:
land
Balance at the beginning of the financial year - - - -
Additions through acquisition of subsidiaries and businesses 664 - - -
Additions - - - -
Disposals - - - -
Net exchange differences on translation of foreign operation - - - -
Carrying amount at the end of the financial year 664 - - -
plant and equipment
Balance at the beginning of the financial year 27,467 21,947 55 30
Additions through acquisition of subsidiaries and businesses 64,420 2,092 - -
Additions 32,589 8,794 287 35
Disposals (1,223) (1,069) - -
Depreciation expense (7,155) (4,647) (6) (10)
Net exchange differences on translation of foreign operation (957) 350 - -
Carrying amount at the end of the financial year 115,141 27,467 336 55
leasehold improvements
Balance at the beginning of the financial year 1,688 978 - -
Additions through acquisition of subsidiaries and businesses - 21 - -
Additions 849 836 322 -
Disposals - (23) - -
Depreciation expense (254) (182) (24) -
Net exchange differences on translation of foreign operation 53 58 - -
Carrying amount at the end of the financial year 2,336 1,688 298 -
leased plant and equipment
Balance at the beginning of the financial year 2,270 2,345 2,228 2,345
Additions through acquisition of subsidiaries and businesses 6,931 33 - -
Additions 15,815 12 - -
Disposals (249) - - -
Depreciation expense (3,724) (120) (111) (117)
Net exchange differences on translation of foreign operation - - - -
Carrying amount at the end of the financial year 21,043 2,270 2,117 2,228For
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Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Construction in progress
Balance at the beginning of the financial year - - - -
Additions through acquisition of subsidiaries and businesses - - - -
Additions 1,538 - - -
Disposals - - - -
Depreciation expense - - - -
Net exchange differences on translation of foreign operation - - - -
Carrying amount at the end of the financial year 1,538 - - -
total
Balance at the beginning of the financial year 31,425 25,270 2,283 2,375
Additions through acquisition of subsidiaries and businesses 72,015 2,146 - -
Additions 50,791 9,642 609 35
Disposals (1,472) (1,092) - -
Depreciation expense (11,133) (4,949) (141) (127)
Net exchange differences on translation of foreign operation (904) 408 - -
Carrying amount at the end of the financial year 140,722 31,425 2,751 2,283
note 14: Controlled Entities and associatesCountry of
incorporation
percentage
owned
percentage
owned
2008 2007
CMA Corporation Limited (i) Australia
Subsidiaries of CMA Corporation Limited are:
CMA Contracting Pty Limited (formerly Moltoni Adams Group Pty Limited) (ii) Australia 100% 100%
CMA Recycling Australia Pty Limited (formerly CMA Metals Pty Limited) (ii) Australia 100% 100%
T & T Metal & Asbestos Services Pty Limited (ii) Australia 100% 100%
Asia Pacific Metals Pty Limited (ii) Australia 100% 100%
Asia Pacific Metals Unit Trust (ii) Australia 100% 100%
CMA Recycling Pty Limited (formerly CMA Metals (QLD) Pty Limited) (ii) Australia 100% 100%
CMA Recycling Victoria Pty Limited (formerly Universal Metals Pty Limited) (ii) Australia 100% -
Advanced Recycling Australasia Pty Limited (ii) Australia 100% -
RBP Trading Pty Limited Papua New Guinea 100% 100%
Scrap Metal Recyclers Limited New Zealand 100% 100%
Scrap Metal Recyclers (Waikato) Limited New Zealand 100% 100%
CMA Metals Limited New Zealand 100% 100%
CMA Metals (NZ) Limited New Zealand 100% 100%
The Scrap Metal Company Limited New Zealand 100% 100%
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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Country of
incorporation
percentage
owned
percentage
owned
2008 2007
Scrap Steel Recyclers (Hamilton) Limited New Zealand 100% 100%
Steel Can Recycling Limited New Zealand 100% -
Peakmore Enterprise Pte Limited Singapore 100% -
Purata Keuntungan Sdn Bhd Malaysia 100% -
CMA Recycling Corporation, Ltd United States 100% -
(i) CMA Corporation Limited is the head entity within the tax-consolidated group.
(ii) These companies are members of the tax-consolidated group.
Controlled Entities Acquired
On 4 July 2007, the Company acquired all the issued equity of CMA Recycling Victoria Pty Limited (formerly Universal Metals Pty Limited) and
Advanced Recycling Australasia Pty Limited.
On 13 September 2007, CMA Peakmore Pte Limited, a wholly owned subsidiary of the Company, acquired all the issued equity of Peakmore
Enterprise Pte Limited.
On 1 February 2008, the Company acquired all the issued equity of Steel Can Recycling Limited.
The Company acquired 40% interest in Purata Keuntungan Sdn Bhd, a Malaysian based metal processing company, in November 2007. Then
on 7 May 2008, the Company increased its holding to 100%.
On 8 February 2008, CMA Recycling Corporation, Ltd was set up and acquired the business and assets of Meretec Corporation.
Associates of CMA Corporation Limited are:
CMA Industries (Singapore) Pte Limited Singapore 50% 50%
On 30 May 2007, the Company established CMA Industries (Singapore) Pte Limited. This new company has not traded during the period up to
the date of this report.
note 15: intangible assetsEconomic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Goodwill
Balance at the beginning of the financial year 36,909 29,660 - -
Additions - goodwill arising on acquisition of subsidiaries and businesses 38,444 7,249 - -
Net exchange differences on translation of foreign operations 210 - - -
Carrying amount at the end of the financial year 75,563 36,909 - -
other intangible assets
Balance at the beginning of the financial year - - - -
Additions
- Meretec licence 1,178 - - -
- Meretec intellectual property 1,040 - - -
Carrying amount at the end of the financial year 2,218 - - -
77,781 36,909 - -
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note 16: trade and other payablesEconomic Entity parent Entity
note 2008 2007 2008 2007
$000 $000 $000 $000
Current
Unsecured liabilities
Trade creditors (i) 71,041 14,086 1,022 626
Sundry creditors and accrued expenses 9,783 7,261 340 2,341
Amounts payable to:
- a related party (ii) 488 - - -
- Wholly owned subsidiaries - - - 546
81,312 21,347 1,362 3,513
(i) The average credit period on purchases of metal and non metal goods is between 30-45 days.
(ii) Trade payable to a related party. The balance is not interest bearing and is at arm’s-length.
non-Current
Non-interest bearing borrowings - 1,097 - -
note 17: BorrowingsCurrent
Secured liabilities
Bank overdrafts (iii) 8 2,863 1,775 - -
Lease liability 526 351 111 211
Hire purchase liabilities 8,981 2,553 - -
Bank loans (iv) 15,070 1,299 - -
Unsecured liabilities
Loans from a related party (v) 6,677 - 6,677 -
34,117 5,978 6,788 211
non-Current
Secured liabilities
Lease liability 2,945 2,408 1,633 1,861
Hire purchase liabilities 22,722 7,677 - -
Bank loans (vi) 65,936 23,980 49,500 6,150
91,603 34,065 51,133 8,011
(iii) Bank overdraft has an average interest rate of 10.6% p.a. (2007: 9.75% p.a.)
(iv) Relates to the current portion of long-term borrowings.
(v) Amounts repayable to a related party of the Economic Entity. Average interest rate of 8% p.a. was charged on the outstanding loan
balance on an arm’s-length basis. The balance was fully settled at the date of this report.
(vi) The bank loans are with maturity periods not exceeding 3 years. Weighted average interest rate of 8.67% p.a. (2007: 8.23% p.a.)
applied on the loans.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
a. total Current and non-current
Borrowings
Secured liabilities
Bank overdraft 2,863 1,775 - -
Lease liability 3,472 2,759 1,744 2,072
Hire purchase liabilities 31,703 10,230 - -
Bank loans 81,006 25,279 49,500 6,150
Unsecured liabilities
Loans from a related party 6,677 - 6,677 -
125,720 40,043 57,921 8,222
note 18: provisionsEmployee Entitlements
Provision for employee entitlements 2,814 1,485 339 93
Analysis of Total Provisions
Current 2,073 1,279 339 93
Non-current 741 206 - -
2,814 1,485 339 93
provision for employee entitlements
Balance at the beginning of the year 1,485 973 93 27
Additional provisions recognised 1,329 512 246 66
Balance at the end of the year 2,814 1,485 339 93
provision for Employee Entitlements
A provision has been recognised for employee entitlements relating to annual leave, rostered days off, long service leave and, where required
under the terms of the workplace agreements in place, sick leave.
The measurement and recognition criteria relating to provisions of employee entitlements have been included in Note 1w to this report.
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note 19: other Current liabilitiesEconomic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Liability to issue shares under Entitlement Offer - 18,816 - 18,816
Liability to issue shares as deferred consideration for acquisitions - 2,449 - 2,449
Other - - - -
- 21,265 - 21,265
liability to issue Shares under Entitlement offer
CMA Corporation Limited issued a Prospectus on 29 May 2007 for a non-renounceable entitlement offer to eligible shareholders. Under the
entitlement offer, eligible shareholders were entitled to acquire three new shares in CMA Corporation Limited for every four existing shares held at
the record date, at a price of 32 cents per share. The gross proceeds of $37,078,388 raised by the entitlement offer were used to fund the cash
consideration payable by CMA Corporation Limited for its acquisition of Universal Metals Pty Limited, to meet the costs of that transaction, and to
fund the general working capital requirements of the Economic Entity. The entitlement offer closed on 29 June 2007.
At 30 June 2007, CMA Corporation Limited had received $18,816,094 from shareholders participating in the entitlement offer. Further funds
of $18,262,294 were received subsequent to year end from participating shareholders and underwriters. The issue of shares occurred on
4 July 2007 and consequently the cash received prior to the end of the financial year has been recorded as a liability to issue ordinary shares
in CMA Corporation Limited.
note 20: issued Capitalordinary Shares
Issued and fully paid 150,788 48,420 150,788 48,420
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.
At shareholders meetings each ordinary share is entitled to one vote when a poll is called; otherwise each shareholder has one vote on a
show of hands.
2008 2007 2008 2007
$000 $000 Shares Shares
Movements in ordinary shares on issue
At the beginning of the financial year 48,420 42,282 154,513,105 142,454,649
Shares issued during the financial year
- 7 July 2006 - 100 - 343,520
- 20 October 2006 - 148 - 415,002
- 15 November 2006 - 800 - 2,469,233
- 7 December 2006 - 2 - 6,346
- 22 February 2007 - 426 - 930,355
- 11 May 2007 - 4,579 - 7,894,000
- 4 July 2007 59,110 - 162,744,961 -
- 13 September 2007 4,638 - 9,464,624 -
- 25 October 2007 3,263 - 5,826,323 -
- 23 November 2007 11,070 - 22,848,095 -
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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2008 2007 2008 2007
$000 $000 Shares Shares
- 30 November 2007 305 - 825,000 -
- 5 December 2007 13,103 - 27,044,757 -
- 21 December 2007 2,206 - 2,961,172 -
- 4 February 2008 392 - 611,920 -
- 8 February 2008 6,938 - 11,012,266 -
- 8 February 2008 304 - 490,410 -
- 2 April 2008 66 - 100,000 -
- 2 April 2008 781 - 1,394,495 -
- 2 April 2008 1,735 - 3,723,240 -
Less transaction costs (1,542) 83 - -
At the end of the financial year 150,788 48,420 403,560,368 154,513,105
Shares issued subsequent to reporting date
- 4 July 2007 - 52,078 - 162,744,961
- 13 August 2008 16,875 - 37,500,000 -
Less transaction costs - (1,252) - -
16,875 50,826 37,500,000 162,744,961
Capital management
Management controls the capital of the Economic Entity in order to maintain a good debt to equity ratio, provide the shareholders with adequate
returns and ensure that the Economic Entity can fund its operations and continue as a going concern.
The Economic Entity’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.
There are externally imposed capital requirements on the Economic Entity as noted in Note 24b.
Management effectively manages the Economic Entity’s capital by assessing the Economic Entity’s financial risks and adjusting its capital
structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to
shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Economic Entity since the prior year. This
strategy is to ensure that the Economic Entity’s gearing ratio remains between 35% to 55%. The gearing ratios for the year ended 30 June 2008
and 30 June 2007 are as follows.
Economic Entity
note 2008 2007
$000 $000
Total Borrowings 17 125,720 40,043
Less: Cash at bank and on hand 8 (3,348) (21,276)
Net Debt 122,372 18,767
Total Equity 174,582 58,493
Total Capital 296,954 77,260
Gearing Ratio 41% 24%
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note 21: reservesEconomic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Foreign currency translation reserve 2,441 (139) - -
a. movement in reserves
Movements in reserves are detailed fully in the Statement of Changes in Equity.
b. nature and purpose of reserves
Foreign Currency Translation Reserve
Exchange differences arising on translation of the Company’s foreign subsidiaries are taken to the foreign currency translation reserve, as
described in Note 1t. The reserve is recognised in profit and loss at such time as the Company disposes of its net investment.
note 22: Segment reportinga. description of Segments
Business Segments
The Economic Entity is divided into the following two business segments:
Scrap Metal Trading Division
This division trades in both ferrous and non-ferrous metals, and its activities include the recovery, buying, processing, testing, analysis and
selling of scrap metal in domestic and export scrap metal markets. The division also manufactures and sells metal ingots.
Demolition and Remediation Contract Services Division
The services of this division include resource, industrial plant and marine deconstruction, large scale demolition and site clearance and
remediation.
Geographic Segments
The Economic Entity’s business segments are located in Australia, New Zealand and Asia.
Australia
The home country of the parent entity and to subsidiaries operating in both the Scrap Metal Trading Division and the Demolition and
Remediation Contract Services Division.
New Zealand
Comprises operations carried on solely in relation to the Scrap Metal Trading division.
Asia
Comprises operations in Singapore and Malaysia carried on solely in relation to the Scrap Metal Trading division.
The Economic Entity includes subsidiaries located in Papua New Guinea and United States, and an associated entity in Singapore.
However, for reporting purposes these businesses are not considered to be separate segments. Their revenues, assets and acquisitions
are unallocated.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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b. primary reporting Format – Business Segments
metals
recycling
Contract
Services
unallocated/
Elimination
total
2008 $000 $000 $000 $000
revenue
External sales 470,917 30,668 - 501,585
Other segments 21,628 9,315 (30,943) -
Total sales revenue from continuing activities 492,545 39,983 (30,943) 501,585
Other revenue 94 - - 94
Interest income 254 1,347 - 1,601
Total revenue 492,893 41,330 (30,943) 503,280
result
Segment result 28,537 4,960 (21) 33,476
Borrowing costs (6,875) (3,060) - (9,935)
Profit from continuing operations before income tax expense 23,541
Income tax expense (5,465)
Profit from continuing operations after income tax expense 18,076
assets & liabilities
Segment assets 289,688 37,553 62,588 389,829
Segment liabilities 124,001 30,095 61,151 215,247
other
Acquisitions of non-current segment assets 159,157 3,912 609 163,678
Depreciation and amortisation of segment assets 9,155 1,837 141 11,133
2007
revenue
External sales 202,283 34,812 - 237,095
Other segments 6,336 6,572 (12,908) -
Total sales revenue from continuing activities 208,619 41,384 (12,908) 237,095
Other revenue 102 (15) (57) 30
Interest income - - 162 162
Total revenue 208,721 41,369 (12,803) 237,287
result
Segment result 12,430 157 532 13,119
Borrowing costs (3,311) (3,311)
Profit from continuing operations before income tax expense 9,808
Income tax expense (3,291)
Profit from continuing operations after income tax expense 6,517
assets & liabilities
Segment assets 72,889 32,374 41,299 146,562
Segment liabilities 57,594 25,243 5,232 88,069
other
Acquisitions of non-current segment assets 15,510 3,491 36 19,037
Depreciation and amortisation of segment assets 2,102 2,720 127 4,949
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c. Secondary reporting Format – Geographic Segments
australia new Zealand asia unallocated /
Elimination
total
2008 $000 $000 $000 $000 $000
Segment revenues from sales to external customers 338,957 119,602 40,534 2,492 501,585
Segment assets 455,874 43,050 32,820 (141,916) 389,829
Acquisitions of non-current segment assets 130,191 16,369 7,358 9,760 163,678
2007
Segment revenues from sales to external customers 149,215 87,466 - 414 237,095
Segment assets 169,799 18,157 - (41,394) 146,562
Acquisitions of non-current segment assets 18,241 711 - 85 19,037
d. accounting policies
Segment information is prepared in conformity with the accounting policies of the Economic Entity as disclosed in Note 1 and accounting
standard AASB 114 “Segment Reporting”.
Segment revenues and expenses are those directly attributable to the segments and included any joint revenue and expenses where a
reasonable basis of allocation exists.
Segment assets include all assets used by a segment and consist principally of cash, receivables, inventories, intangibles and property,
plant and equipment, net of allowances and accumulated depreciation and amortisation.
While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by more than
one segment is allocated to the segments on a reasonable basis.
Segment liabilities consist principally of accounts payable, accrued expenses, borrowings and provisions for employee entitlements.
Segment assets and liabilities do not include income taxes.
e. inter-Segment transfers
Segment revenues, expenses and result include transfers between segments. The prices charged on inter-segment transactions are the
same as those charged for similar goods to parties outside the Economic Entity on an arm’s length basis. These transfers are eliminated
on consolidation.
note 23: Events Subsequent to reporting datea. On 13 August 2008, CMA Corporation Limited acquired the assets from Meretec Corporation Limited, based in United States.
CMA Corporation Limited has issued 37,500,000 ordinary shares with fair value of 45 cents per share. The fair value of shares issued
reflects the share price on the date of settlement, 13 August 2008.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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note 24: Cash Flow informationEconomic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
a. reconciliation of cash flow from operations
with profit after income tax
Profit from ordinary activities after income tax 18,076 6,517 4,214 823
Non-cash flows in profit from ordinary activities
Depreciation and amortisation 11,133 4,949 141 127
Net loss/(gain) on disposal of property, plant and equipment 287 46 - -
Unrealised foreign exchange losses 582 (409) 302 -
Non cash interest expense 2,431 - - -
Dividend income - - - (879)
Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries
(Increase)/decrease in trade and other receivables (55,681) (9,475) (14,883) (2,568)
(Increase)/decrease in inventories 195 (5,368) - -
(Increase)/decrease in prepayments (6,424) 398 108 (874)
(Increase)/decrease in deferred tax assets (2,052) (674) (804) (107)
Increase/(decrease) in trade payables and accruals 36,904 8,036 (2,151) 3,297
Increase/(decrease) in income taxes payable 1,663 1,806 1,470 -
Increase/(decrease) in deferred taxes payable 458 147 - (7)
Increase/(decrease) in provisions (223) 441 246 66
Increase/(decrease) in other liabilities - (44) - -
Increase/(decrease) in deferred tax component of costs of equity 476 83 476 83
Net cash inflow/(outflow) from operating activities 7,825 6,453 (10,881) (39)
b. Credit Standby and loan Facility arrangements with Banks
At 30 June 2008 the Economic Entity had financing arrangements with the various banks in Australia, New Zealand, Singapore and
United States. These facility limits are unchanged at the date of this report.
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Australia
The Economic Entity’s facilities with the Commonwealth Bank of Australia at the date of this report are as follows:
2008 2007
$000 $000
Equipment Finance Line - 11,000 10,600
Trade Finance Facility - - 6,800
Bills Discount Facility - - 22,400
Business Card Facility - - 200
Fleet Lease Facility - - 500
At the date of this report the facilities are utilised as follows:
Equipment Finance Line - 10,307 9,942
Trade Finance Facility - - 4,091
Bills Discount Facility - - 22,366
Business Card Facility - - 200
Fleet Lease Facility - - -
Security has been provided as follows:
Assets financed by the Equipment Finance Line are secured by a fixed charge. -
The bank holds a guarantee from ANZ covering guarantees issued on behalf of the Economic Entity and a foreign exchange -
dealing facility.
Average interest rate is at 7.58% p.a. on the equipment finance facility.
The Economic Entity’s facilities with ANZ at the date of this report are as follows:
Overdraft Facilities - 5,000 11,000
Loan Note Facilities 1 - 49,500 -
Loan Note Facilities 2 - 8,500 -
Loan Note Facilities 3 - 17,000 -
Multi Option Facility - 10,000 -
Fully Drawn Advance - 5,400 -
Asset Finance Line - 2,600 -
Epay Facility - 5,000 -
Credit Card Limit - 500 -
Other Facility - 20,000 -
At the date of this report the facilities are utilised as follows:
Overdraft Facilities - 419 9,917
Loan Note Facilities 1 - 49,500 -
Loan Note Facilities 2 - - -
Loan Note Facilities 3 - - -
Multi Option Facility - 10,000 -
Fully Drawn Advance - 5,538 -
Asset Finance Line - - -
Epay Facility - - -
Credit Card Limit - - -
Other Facility - - -
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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Security has been provided as follows:
First Registered Fixed and Floating Company Charge over all the Australian assets. -
Corporate Guarantee and Indemnity unlimited as to amount given by CMA Corporation Limited. -
ANZ requires the following financial covenants:
1. The interest cover ratio of CMA Corporation Limited will be not less than 3 times;
2. Debt to EBITDA ratio for CMA Corporation Limited will not exceed 3.5 times; and
3. Gearing ratio will not exceed 55%.
Average interest rate of 8.67% p.a. applied on above facilities.
New Zealand
The Economic Entity’s facilities with the Bank of New Zealand at the date of this report are as follows:
2008 2007
nZd$000 nZd$000
Equipment Finance - 1,563 2,333
Overdraft Facility - 1,000 5,000
Term Loan Facility - 5,000 250
Credit Plus - 2,500 -
Committed Cash Facilities - 6,000 -
Committed Cash Advance Facility - 3,000 -
At the date of this report the facilities are utilised as follows:
Equipment Finance - 1,563 1,620
Overdraft Facility - 933 3,671
Term Loan Facility - 3,965 -
Credit Plus - 525 -
Committed Cash Facilities - 6,000 -
Committed Cash Advance Facility - 3,000 -
Security has been provided as follows:
First register debenture over the assets and undertakings of Scrap Metal Recyclers Limited and Scrap Metal Recyclers (Waikato) Limited. -
A series of asset finance agreements over specific assets. -
Letter of comfort from CMA Corporation Limited. -
Interest rate is fixed at 9.78% p.a. on the asset finance facility. Other interest rates are variable, with an average of 9.99% p.a. and are
subject to adjustment.
BNZ requires the following financial undertakings:
1. the interest cover ratio will be not less than 2.5 times;
2. the minimum net worth will be not less than 40%;
3. dividends will not exceed more than 50% of net profit after tax without prior written consent; and
4. total stock plus debtors must be greater than 2 times the overdraft facility drawn balance.For
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Singapore
The Economic Entity’s facilities with the United Overseas Bank Limited at the date of this report are as follows:
2008 2007
SGd$000 SGd$000
Trade Finance Facility - 4,400 -
Credit Bills Discount Facility - 3,000 -
Bank Overdraft - 500 -
At the date of this report the facilities are utilised as follows:
Trade Finance Facility - 4,335 -
Credit Bills Discount Facility - - -
Bank Overdraft - 436 -
Security has been provided as follows:
Corporate guarantee from CMA Corporation Limited for amount of SGD$8,000,000 subject to foreign council opinion satisfactory to -
the Bank.
Joint and Several Guarantee for SGD$8,000,000 to be executed by Ng Lay Leng and Jagdish Prasad Jaiswal. -
Upon receipt of the duly executed Corporate Guarantee together with foreign council opinion satisfactory to the bank, the bank will
discharge this Joint and Several Guarantee of SGD$8,000,000.
Interest is charged at 0.50% p.a. over the Bank’s Prime Lending rate (currently at 5%) prevailing from time to time for all Singaporean
dollars denominated bills and 1.75% p.a. over Singapore inter bank offer rate prevailing from time to time for all foreign currency
denominated bills.
The Economic Entity’s facilities with the Hong Kong and Shanghai Banking Corporation Limited at the date of this report are as follows:
Trade Facilities - 6,000 -
Letter of Indemnity Line - 1,000 -
Treasury Facility - 500 -
Guarantee Facility - 150 -
Bills Purchase Facility - 1,000 -
At the date of this report, none of these facilities have been utilised.
Security has been provided as follows:
Corporate guarantee from CMA Corporation Limited for amount of SGD$8,200,000 subject to foreign council opinion satisfactory to -
the Bank.
Interest is charged at 0.5% p.a. over the Bank’s Prime Lending rate (currently at 5%) prevailing from time to time for all Singaporean
dollars denominated bills and 1.5% p.a. over Singapore inter bank offer rate prevailing from time to time for all non-Singaporean dollars
denominated bills.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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United States
The Economic Entity’s facilities with the First Bank at the date of this report are as follows:
2008 2007
uS$000 uS$000
Revolving Line of Credit - 8,000 -
Term Loan - 2,889 -
Secured Over Formula Advance (“SOFA”) Term Loan - 611 -
At the date of this report the facilities are utilised as follows:
Revolving Line of Credit - - -
Term Loan - 252 -
SOFA (Term) Loan - 611 -
Security has been provided as follows:
Corporate guarantee from CMA Corporation Limited. -
The First Bank requires the following financial undertakings:
1. Maintenance of Consolidated Tangible Net Worth more than US$5m; and
2. Minimum fixed charge coverage ratio not less than 1.2.
The Economic Entity has met all these covenants as at reporting date.
note 25: Contingent liabilitiesa. third party Guarantees provided by the Economic Entity
The Economic Entity has provided guarantees to third parties in relation to the performance and obligations of entities in the Economic
Entity in relation to banking facilities, approved deeds and contracts, and property lease rentals.
The guarantees are for the terms of the facilities, deeds and contracts and leases.
The periods covered by the guarantees range from half a year to approximately three years.
Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
5,875 2,410 5,259 260
Contract dispute
CMA Corporation Limited has taken advice and considers that its claim against John Holland Limited of $20.4 million, before the time
value adjustment, has a proper legal basis and is recoverable. Whereas the counterclaim by John Holland Limited of $16.5 million is
presently unclear and unsubstantiated and CMA Corporation Limited considers it does not have merit. This contract is now complete.
b. related party Guarantees provided by the Economic Entity
Cross guarantees have been provided between the Company and its wholly owned subsidiaries in Australia in relation to the banking
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note 26: Change in Composition of Entitya. acquisition of universal metals pty limited and advanced recycling australasia pty limited
On 4 July 2007, CMA Corporation Limited acquired 100% of the voting shares of Universal Metals Pty Limited and Advanced Recycling
Australasia Pty Limited (collectively referred to as Southern Rocycling). Southern Rocycling is a metal recycling and processing business
based in Melbourne, with operations across Australia. Subsequent to its acquisition by CMA Corporation Limited, Universal Metals Pty
Limited changed its name to CMA Recycling Victoria Pty Limited.
In connection with the business combination, CMA Corporation Limited has paid $47,031,000, comprising 46,875,000 issued ordinary
shares in CMA Corporation Limited with a fair value of 47 cents each, and $25 million in cash. The fair value of shares issued reflects the
share price on the date of acquisition.
The acquired business has contributed revenues of $160,286,000 and a net loss of $256,000 to the Economic Entity during the period
from 4 July 2007 to 30 June 2008.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition, and the goodwill acquired are as follows:
$000
Cash and cash equivalents 122
Receivables 8,702
Inventories 28,214
Prepayments 288
Financial assets 41
Property, plant and equipment 60,636
Deferred tax asset 346
Intangible assets 31
Payables and accruals (13,364)
Overdraft (14,565)
Borrowings (47,787)
Provisions (988)
Deferred tax liability (5)
Fair value of net assets 21,671
Licences 1,178
Goodwill arising on acquisition 25,087
Total 47,936
The assets arising from the acquisition of Southern Rocycling are recognised at fair values which are equal to their carrying value at
acquisition date. The goodwill is attributable to the high forecast profitability of the acquired business.
purchase Consideration
Ordinary shares issued 22,031
Cash consideration 25,000
Costs associated with the acquisition 905
Total consideration 47,936
The cash outflow on acquisition is as follows:
Net bank overdraft acquired with subsidiaries 14,443
Cash consideration 25,000
Costs associated with the acquisition 905
Net cash outflow 40,348
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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b. acquisition of Business from peakmore Enterprise pte limited
On 13 September 2007, CMA Peakmore Pte Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the assets and
business of Peakmore Enterprise Pte Limited. Peakmore Enterprise Pte Limited is a secondary metal trading and processing business
based in Singapore.
In connection with the business combination, CMA Peakmore Pte Limited has paid $5,413,000 comprising 9,464,624 issued ordinary
shares in CMA Corporation Limited with a fair value of 49 cents each and $775,000 in cash. The fair value of shares issued reflects
the share price on the date of acquisition. In addition, the vendors of Peakmore Enterprise Pte Limited will receive additional deferred
consideration up to $2.3 million, subject to the achievement of certain financial targets.
The acquired business has contributed revenues of $42,340,000 and a net profit of $6,030,000 to the Economic Entity during the period
from 13 September 2007 to 30 June 2008. The consolidated net profit and consolidated revenues that would have resulted had the
acquisition been made on 1 July 2007 have not been disclosed as their estimation is unreliable due to the impact of certain expenses of a
private company nature during the period prior to acquisition.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition, and the goodwill acquired are as follows:
$000
Cash and cash equivalents 164
Receivables 3,211
Inventories 4,446
Prepayments 39
Property, plant and equipment 442
Payables and accruals (2,315)
Borrowings (4,011)
Provision for taxation (381)
Other provisions (56)
Deferred tax liability (62)
Foreign exchange difference (123)
Fair value of net assets 1,354
Goodwill arising on acquisition 6,460
Total 7,814
The assets arising from the acquisition are recognised at fair values which are equal to their carrying value at acquisition date. The goodwill
is attributable to the high profitability of the acquired business.
purchase Consideration
Ordinary shares issued 4,638
Deferred consideration 2,365
Cash consideration 775
Costs associated with the acquisition 36
Total consideration 7,814
The cash outflow on acquisition is as follows:
Net cash acquired with business (164)
Cash consideration 775
Costs associated with the acquisition 36
Net cash outflow 647
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c. acquisition of photographic Waste management
On 30 September 2007, CMA Recycling Pty Limited (formerly CMA Metals (Qld) Pty Limited), a wholly owned subsidiary of CMA
Corporation Limited, acquired the assets and business of Photographic Waste Management. Photographic Waste Management is a non-
ferrous metal recycling business located in Perth, Western Australia.
In connection with the business combination, CMA Recycling Pty Limited has paid $300,000 in cash.
The acquired business has contributed revenues of $934,000 and a net loss of $100,000 to the Economic Entity during the period from
30 September 2007 to 30 June 2008. The consolidated net profit and consolidated revenues that would have resulted had the acquisition
been made on 1 July 2007 have not been disclosed as their estimation is unreliable due to the impact of certain expenses of a private
company nature during the period prior to acquisition.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition, and the goodwill acquired are as follows:
$000
Property, plant and equipment 100
Fair value of net assets 100
Goodwill arising on acquisition 200
Total 300
The assets arising from the acquisition are recognised at fair values which are equal to their carrying value at acquisition date. The goodwill
is attributable to the high forecast profitability of the acquired business.
purchase Consideration
Cash consideration 300
Total consideration 300
The cash outflow on acquisition is as follows:
Cash consideration 300
Net cash outflow 300
d. acquisition of Business from Cableco metal industries limited
On 21 December 2007, Scrap Metal Recyclers (Waikato) Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the
business and assets of Cableco Metal Industries Limited. Cableco Metal Industries Limited is a scrap metal recycling business located in
New Zealand.
In connection with the business combination, Scrap Metal Recyclers (Waikato) Limited has paid $4,853,000, comprising 2,961,172
issued ordinary shares in CMA Corporation Limited with a fair value of 74.5 cents each, and cash payments totalling $2,647,000. The fair
value of shares issued reflects the share price on the date of the acquisition.
The acquired business has contributed revenues of $24,221,000 and a net profit of $844,000 to the Economic Entity during the period
from 21 December 2007 to 30 June 2008. The consolidated net profit and consolidated revenues that would have resulted had the
acquisition been made on 1 July 2007 have not been disclosed as their estimation is unreliable due to the impact of certain expenses of a
private company nature during the period prior to acquisition.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition, and the goodwill acquired are as follows:
Property, plant and equipment 1,767
Foreign exchange difference (7)
Fair value of net assets 1,760
Goodwill arising on acquisition 3,116
Total 4,876
The assets arising from the acquisition are recognised at fair values which are equal to their carrying value at acquisition date. The goodwill
is attributable to the high forecast profitability of the acquired business.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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$000
purchase Consideration
Ordinary shares issued 2,206
Cash consideration 2,647
Costs associated with the acquisition 23
Total consideration 4,876
The cash outflow on acquisition is as follows:
Cash consideration 2,647
Costs associated with the acquisition 23
Net cash outflow 2,670
e. acquisition of business from Bowman Bulk Freight limited
On 4 February 2008, Scrap Metal Recyclers Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the business and
assets of Bowman Bulk Freight Limited. Bowman Bulk Freight Limited is a scrap metal transportation business located in New Zealand.
The effective date of acquisition was 31 January 2008.
In connection with the business combination, Scrap Metal Recyclers Limited has paid $2,276,000 comprising 611,920 issued ordinary
shares in CMA Corporation Limited with a fair value of 64 cents each, and cash payments totalling $1,884,000. The fair value of shares
issued reflects the share price on the date of settlement, 4 February 2008.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition, and the goodwill acquired are as follows:
Motor vehicles 1,568
Fair value of net assets 1,568
Goodwill arising on acquisition 729
Total 2,297
The assets arising from the acquisition are recognised at fair values which are equal to their carrying value at acquisition date.
The goodwill is attributable to the high profitability of the acquired business.
purchase Consideration
Ordinary shares issued 392
Cash consideration 394
Liabilities extinguished 1,490
Costs associated with the acquisition 21
Total consideration 2,297
The cash outflow on acquisition is as follows:
Cash consideration 394
Liabilities extinguished 1,490
Costs associated with the acquisition 21
Net cash outflow 1,905For
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f. acquisition of business from m & h Contractors limited
On 31 January 2008, Scrap Metal Recyclers Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the business and
assets of the Bin Service and Bulk Scrap Transport divisions of M & H Contractors Limited. M & H Contractors Limited is a transportation
business located in New Zealand.
In connection with the business combination, Scrap Metal Recyclers Limited has paid $1,051,000 in cash.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition, and the goodwill acquired are as follows:
$000
Motor vehicles 648
Fair value of net assets 648
Goodwill arising on acquisition 415
Total 1,063
The assets arising from the acquisition are recognised at fair values which are equal to their carrying value at acquisition date.
The goodwill is attributable to the high profitability of the acquired business.
purchase Consideration
Cash consideration 1,051
Costs associated with the acquisition 12
Total consideration 1,063
The cash outflow on acquisition is as follows:
Cash consideration 1,051
Costs associated with the acquisition 12
Net cash outflow 1,063
g. acquisition of Business from meretec Corporation
On 8 February 2008 CMA Corporation Limited acquired the business and assets of Meretec Corporation. Meretec Corporation is
engaged in the business of developing proprietary commercially viable methods of removing and recovering zinc coatings from galvanized
scrap metal, and is based in Chicago.
In connection with the business combination, CMA Corporation Limited has paid $6,938,000 comprising 11,012,266 issued ordinary
shares in CMA Corporation Limited with a fair value of 63 cents each. The fair value of shares issued reflects the share price on the date of
settlement.
The acquired business is establishing during the period from 8 February 2008 to 30 June 2008, therefore, contributed no revenue.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition are as follows:
Fixed assets 5,890
Intangible asset 1,106
Total 6,996
The assets arising from the acquisition are recognised at fair values which are equal to their carrying value at acquisition date.
The discount on acquisition is attributable to a fall in the share price of CMA Corporation Limited between the date the sale was
agreed and the date of settlement.
purchase Consideration
Ordinary shares issued 6,938
Costs associated with the acquisition 58
Total consideration 6,996
The cash outflow on acquisition is as follows:
Costs associated with the acquisition 58
Net cash outflow 58
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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h. acquisition of Steel Can recycling limited
On 1 February 2008, CMA Corporation Limited acquired 100% of the voting shares of Steel Can Recycling Limited.
In connection with the business combination, CMA Metals Pty Limited has paid $286,255.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition, and the goodwill acquired are as follows:
$000
Cash and cash equivalent 106
Receivables 148
Property, plant and equipment 37
Liabilities (149)
Fair value of net assets 142
Goodwill arising on acquisition 144
Total 286
The assets arising from the acquisition are recognised at fair values which are equal to their carrying value at acquisition date.
The goodwill is attributable to the high profitability of the acquired business.
purchase Consideration
Cash 286
Total consideration 286
The cash outflow on acquisition is as follows:
Net cash acquired with business (106)
Cash consideration 286
Costs associated with the acquisition -
Net cash outflow 180
i. acquisition of Business from Bay Scrap metal, new Zealand
On 3 April 2008, Scrap Metal Recyclers (Waikato) Limited, a wholly owned subsidiary of CMA Corporation Limited, acquired the business
and assets of Bay Scrap Metal, a metal recycling business based in Tauranga, New Zealand.
In connection with the business combination, Scrap Metal Recyclers (Waikato) Limited has paid $2,742,000 comprising 1,394,495 issued
ordinary shares in CMA Corporation Limited with a fair value of 56 cents each, and cash payments totalling $1,900,000. The fair value of
shares issued reflects the share price on the date of settlement, 3 April 2008.
The acquired business has contributed revenues of $1,285,000 and a net profit of $390,000 to the Economic Entity during the period
from 3 April 2008 to 30 June 2008. The consolidated net profit and consolidated revenues that would have resulted had the acquisition
been made on 1 July 2007 have not been disclosed as their estimation is unreliable due to the impact of certain expenses of a private
company nature during the period prior to acquisition.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition, and the goodwill acquired are as follows:
Property, plant and equipment 450
Inventory 17
Fair value of net assets 467
Goodwill arising on acquisition 2,275
Total 2,742
The assets arising from the acquisition are recognised at fair values which are equal to their carrying value at acquisition date. The goodwill
is attributable to the high profitability of the acquired business.
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$000
purchase Consideration
Cash consideration 1,900
Ordinary shares issued 781
Costs associated with the acquisition 61
Total consideration 2,742
The cash outflow on acquisition is as follows:
Cash consideration 1,900
Costs associated with the acquisition 61
Net cash outflow 1,961
j. acquisition of purata Keuntungan Sdn Bhd
On 7 May 2008, CMA Corporation Limited increased its holding in the Malaysian based metal processing company Purata Keuntungan
Sdn Bhd (“Purata”) to 100% ownership. Purata was established in September 2007 as a joint venture in which CMA held a 40% stake.
The company’s core operations are the processing and sale of steel mill residues.
In connection with the business combination, CMA Corporation Limited has paid $640,683 in cash to acquire the 60% of Purata it did not
already own. In total, CMA Corporation Limited has paid $1,097,000.
The acquired business has contributed revenues of $587,000 and a net profit of $307,000 to the Economic Entity during the period from
7 May 2008 to 30 June 2008.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition, and goodwill acquired are as follows:
Cash and cash equivalent 159
Receivables 986
Inventories 3,524
Property, plant and equipment 346
Liabilities (3,917)
Difference on foreign exchange (19)
Fair value of net assets 1,079
Goodwill arising on acquisition 18
1,097
The assets arising from the acquisition are recognised at fair values which are equal to their carrying value at acquisition date.
The goodwill is attributable to the high profitability of the acquired entities.
purchase Consideration
Cash consideration 1,097
Costs associated with the acquisition -
Total consideration 1,097
The cash outflow on acquisition is as follows:
Net cash acquired with business (159)
Cash consideration 1,097
Net cash outflow 938
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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post balance sheet date acquisitions
k. acquisition of assets in meretec Corporation
On 13 August 2008, CMA Corporation Limited has issued 37,500,000 ordinary shares as consideration for the acquisition of the assets
from Meretec Corporation.
Details of the fair value of the identifiable assets and liabilities as at the date of acquisition, and goodwill acquired are as follows:
$000
Meretec licence 16,875
16,875
The assets arising from the acquisition are recognised at fair values which are equal to their carrying value at acquisition date.
purchase Consideration
Ordinary shares issued 16,875
Cash consideration -
Costs associated with the acquisition -
Total consideration 16,875
note 27: Share-based paymentsa. Employee Equity plans
The establishment of the Company’s employee equity plans was approved by shareholders at the 2005 Annual General Meeting.
The plans are of two types:
Employee Share plans 1.
The employee share plans enable employees to acquire shares in the Company through salary deductions on a tax-effective basis.
Employee Equity incentive plans 2.
The remuneration plans enable shares or options to be issued to senior management for no consideration as an incentive subject to
the achievement of individual, division and Company performance levels.
b. Expenses arising from Share-based payment transactions
At the inaugural Annual General Meeting of CMA Corporation Limited on 18 November 2005, shareholders approved four Employee
Remuneration Schemes, being:
Tax Exempt Plan -
Tax Deferred Plan -
Performance Share Plan -
Share Option Plan -
During the financial year ended 30 June 2008, the following shares were issued under Employee Remuneration Schemes:
Nil (2007: 423,890) in CMA Corporation Limited were issued under the Tax Exempt Plan; and -
590,410 ordinary shares (2007: 506,465) in CMA Corporation Limited were issued under the Performance Share Plan, with -
490,410 shares issued on 8 February 2008 and 100,000 shares on 3 April 2008.
The share issue under the Tax Exempt Plan was made to all Australian and New Zealand resident permanent employees of the Economic
Entity, excluding executive directors and the direct reports of the Managing Director, who have been continuously employed by the
Economic Entity for a period of at least three months.
Eligible employees were entitled to receive $1,000 worth of fully paid ordinary shares in CMA Corporation Limited. The number of
shares issued to participants in the Plan is the offer amount divided by the closing price of CMA Corporation Limited shares on the
day prior to the issue.
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The fair value of shares issued under the Plan, measured as the closing price of CMA Corporation Limited shares on the day prior to the
issue, is recognised in the Balance Sheet as issued capital and as part of employee benefits expense in the Income Statement in the
period the shares are granted.
The issue was made for no cash consideration by the employees, and the shares are exempt from the employees’ taxable income.
Shares issued under the Tax Exempt Plan are subject to a 12 month escrow period. In all other respects the shares rank equally with other
fully paid ordinary shares on issue.
Where shares are issued to employees of subsidiaries within the Economic Entity, the subsidiaries compensate CMA Corporation Limited
for the fair value of these shares.
The share issue under the Performance Share Plan related to incentive fees paid to certain employees in accordance with specific criteria
contained within their employment agreements.
Employee Share option plan
The Economic Entity has a compensation scheme for executives and senior employees of the Economic Entity. In accordance with the
provisions of the plan, as approved by shareholders at a previous annual general meeting, executives and senior employees may be
granted options to purchase parcels of ordinary shares at an exercise price of $0.40 per ordinary share.
Each employee share option converts into one ordinary share of CMA Corporation Limited on exercise. No amounts are paid or payable
by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any
time from the date of vesting to the date of their expiry.
During the year, 825,000 (2007: nil) options have been issued as compensation to executives and senior employees. They were all issued
on 30 November 2007, with 700,000 options expiring on 30 June 2012 and 125,000 options expiring on 30 November 2012.
The weighted average fair value of the options granted during the year was $0.37 (2007: nil). This price was calculated by using a black-
scholes option pricing model applying the following inputs:
Weighted average exercise price $0.4
Weighted average life of the option 5 years
Underlying share price $0.73
Expected share price volatility 60%
Risk free interest rate 6.32%
Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future tender,
which may not eventuate.
In accordance with the terms of the share-based arrangement, options issued during the year vest at the date of their issue. No options
were exercised during the year.
Total expenses arising from share-based payment transactions recognised during the period as part of the employee benefits expense in
the Income Statement were as follows:
Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Shares issued under Tax Exempt Plan - 194 - 6
Shares issued under Performance Share Plan 370 232 370 -
Options issued under Share Option Plan 305 - 305 -
675 426 675 6
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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note 28: related party transactionsa. parent Entity
The parent entity of the Economic Entity is CMA
Corporation Limited. CMA Corporation Limited is also
the ultimate parent entity and ultimate controlling party.
b. Subsidiaries
Interests in subsidiaries are detailed in Note 14.
c. transactions with related parties
The following transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated.
directors and director related Entities
Economic Entity parent Entity
2008 2007 2008 2007
Purchase of goods and services $000 $000 $000 $000
Moltoni Corporation Pty Limited paid operating
expenses on behalf of the Economic Entity and was
reimbursed in full by way of deducting from amounts
owing by Moltoni Corporation Pty Ltd to the Economic
Entity.
Mr. Robert Moltoni is an employee and shareholder of
Moltoni Corporation Pty Limited. - 89 - -
The Economic Entity purchased labour and waste
disposal services from Moltoni Corporation Pty Limited. 163 - - -
The Economic Entity made payments to interests
associated with Mr Joseph Tong Hong Chung and
Mr Johnny Tung Hui Chung in relation to services
provided during the year. - 7 - -
The Economic Entity made payments to interests
associated with Mr Joseph Tong Hong Chung and
Mr Johnny Tung Hui Chung in relation to expenses
incurred by them on behalf of the Economic Entity. - 56 - -
Sale of goods and services
The Economic Entity charged Moltoni Corporation Pty
Limited for the supply of labour and plant hire.
These funds have been applied to reduce the amount
owing by Moltoni Corporation Pty Limited to the
Economic Entity. 143 8 - -
directors and director related Entities
The Economic Entity charged Moltoni Corporation Pty
Limited for expenses incurred on its behalf.
These funds have been applied to reduce the amount
owing by Moltoni Corporation Pty Limited to the
Economic Entity. - 1 - -
The Economic Entity charged interests associated with
Mr Joseph Tong Hong Chung and Mr Johnny Tung
Hui Chung for expenses incurred on its behalf. - 12 - -
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Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Rental of premises
The Economic Entity paid rent and related outgoings
to interests associated with Mr Joseph Tong Hong
Chung and Mr Johnny Tung Hui Chung in relation to
commercial premises occupied. 272 523 - -
The Economic Entity paid rent and related outgoings to
interests associated with Mr. Douglas Rowe in relation
to commercial premises occupied. 2,005 - - -
Interest
Interest was paid to interests associated with Mr Joseph
Tong Hong Chung and Mr Johnny Tung Hui Chung
in relation to a working capital loan provided to the
Economic Entity. - 20 - -
Interest was paid to WMR Investments Ltd. 304 - 304 -
Collection of receivables
The Economic Entity received payments from Moltoni
Corporation Pty Limited in relation to a trade receivable. 35 837 - -
Consolidated Economic Entity transactions
The Company charged management fees to its
subsidiaries. The management fees represent a
recovery for the costs of the parent entity associated
with the strategic, financial and operational management
of the operating divisions. - - 14,932 4,770
The Company charged the demolition and remediation
contract services division for the rent of a barge
that was owned by the Company but operated by a
subsidiary entity. - - - 368
The Company received dividends from subsidiaries. - - - 879
d. outstanding Balances with related parties
The following balances are outstanding at reporting date in relation to transactions with related parties:
directors and director related Entities
Receivable by the Economic Entity
Trade receivable and other receivables owing to the
Economic Entity by Moltoni Corporation Pty Limited in
relation to payments for demolition services provided by
Moltoni Adams Pty Limited. 310 145 - -
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Payable by the Economic Entity
Amount owing in relation to operating expenses
and interest paid by the Economic Entity to interests
associated with Mr Joseph Tong Hong Chung and
Mr Johnny Tung Hui Chung. - 50 - -
Interest bearing loan owing to WMR Investments Ltd a
company associated with Mr Douglas Rowe. 6,677 - 6,677 -
Trade payables owing by the Economic Entity to
Universal Metal (NZ) Limited. 488 - - -
Trade payables owing by the Economic Entity to
Moltoni Corporation Pty Limited in relation to labour and
associated services. 213 - - -
Amount owing by the Economic Entity in relation to a
loan to Mr Douglas Rowe. 285 - - -
Consolidated Economic Entity transactions
Balances receivable by the parent company from
its wholly owned subsidiaries in relation to internal
management fee charged and funds transferred. - - 103,501 15,756
e. other related party transactions
The Economic Entity occupies the following premises at normal market rentals:
48-62 Burrows Road, Alexandria, New South Wales Owned by interests associated with Mr Joseph Tong Hong Chung
and Mr Johnny Tung Hui Chung
Lot 1 Old Port Road, Port Kembla, New South Wales Owned by interests associated with Mr Joseph Tong Hong Chung
and Mr Johnny Tung Hui Chung
242 Canterbury Road, Bayswater, Victoria Owned by interests associated with Mr Douglas Rowe
3 / 81-85 Heatherdale Road, Ringwood, Victoria Owned by interests associated with Mr Douglas Rowe
73-79 Heatherdale Road, Ringwood, Victoria Owned by interests associated with Mr Douglas Rowe
16-20 Johansson Road, Wingfield, South Australia Owned by interests associated with Mr Douglas Rowe
52-54 Power Street, St Marys, New South Wales Owned by interests associated with Mr Douglas Rowe
252 George Town Road, Rocherlea, Tasmania Owned by interests associated with Mr Douglas Rowe
256 George Town Road, Rocherlea, Tasmania Owned by interests associated with Mr Douglas Rowe
Subsidiaries of the Economic Entity occupy these premises under lease arrangements at normal market rates.
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note 29: Financial risk managementa. Financial risk management policies
The Economic Entity’s financial instruments consist mainly of deposit funds with banks, accounts receivable and payable, bank
borrowings, loan from a related party and leases.
The main purpose of non-derivative financial instruments is to raise finance for the Economic Entity’s operations.
Forward Exchange Contracts are used by the Economic Entity for hedging purposes. The Economic Entity does not speculate in the
trading of derivative instruments.
(i) Financial risks
The main risks the Economic Entity is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity
risk, credit risk and price risk.
(ii) interest rate risk
The Economic Entity is exposed to interest rate risk as entities in the Economic Entity borrow funds at both fixed and floating interest
rates. The risk is managed by maintaining an appropriate mixture of fixed and floating rate borrowings.
(iii) Foreign Currency risk
The Economic Entity is exposed to fluctuations in foreign currencies arising from the purchase and sale of scrap metal in currencies
other than the Economic Entity’s measurement currency (usually USD). The exposure is managed by entering into contracts to buy
and sell the foreign currency receipts forward. The Economic Entity’s policy is that forward contracts will only be entered into for
known foreign currency risks.
(iv) liquidity risk
The Economic Entity manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by
continuously monitoring forecast and actual cash flows. Included in Note 24b is a listing of additional undrawn facilities that the
Economic Entity has at its disposal to further reduce liquidity risk.
(v) Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial
assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the Balance Sheet and Notes
to the Financial Statements.
Other than as stated in Note 9, the Economic Entity does not have any material credit risk exposure to any single receivable or
group of receivables under financial instruments entered into by the Economic Entity.
(vi) price risk
The Economic Entity is exposed to commodity price fluctuations for metals in the Scrap Metals Trading Division. Risks are managed
through a margin trading policy such that wherever possible an appropriate spread is maintained between buy and sell transactions.
Short term spread narrowing or widening can cause short term fluctuations in profitability.
The Economic Entity is also exposed to contract price risk in the Demolition and Remediation Contracting Division. The risk is
managed through the implementation of detailed costing and checking of tenders and regular monitoring of costs against budgets
on site.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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(vii) Sensitivity analysis
Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates for floating rate borrowings.
At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the effect on
profit and equity would be as follows:
Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Change in profit
Increase in interest rate by 0.5% (391) (137) (318) (31)
Decrease in interest rate by 0.5% 391 137 318 31
Change in equity
Increase in interest rate by 0.5% (391) (137) (318) (31)
Decrease in interest rate by 0.5% 391 137 318 31
Foreign currency sensitivity analysis
The Economic Entity is exposed to US, New Zealand and Singaporean dollars. An analysis has been performed on the Economic
Entity’s sensitivity to a 5% increase and decrease in the Australian Dollar against the foreign currencies. The sensitivity analysis
includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5%
change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the
wholly owned group where the denomination of the loan is in a currency other than the currency of the lender or the borrower.
Change in profit
Appreciation in AUD to USD by 5% (292) - (292) -
Appreciation in AUD to NZD by 5% 13 21 13 21
Appreciation in AUD to SGD by 5% (16) - (16) -
Depreciation in AUD to USD by 5% 323 - 323 -
Depreciation in AUD to NZD by 5% (15) (24) (15) (24)
Depreciation in AUD to SGD by 5% 18 - 18 -
Change in equity
Appreciation in AUD to USD by 5% (292) - (292) -
Appreciation in AUD to NZD by 5% 13 21 13 21
Appreciation in AUD to SGD by 5% (16) - (16) -
Depreciation in AUD to USD by 5% 323 - 323 -
Depreciation in AUD to NZD by 5% (15) (24) (15) (24)
Depreciation in AUD to SGD by 5% 18 - 18 -
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b. Financial instruments
(i) derivative Financial instruments
Derivative financial instruments are used by the Economic Entity to hedge exposure to exchange rate risk associated with foreign
currency transactions. Transactions for hedging purposes are undertaken without the use of collateral as only reputable institutions
with sound financial positions are dealt with.
Forward Exchange Contracts
The Economic Entity enters into forward exchange contracts to buy and sell specified amounts of foreign currencies in the future
at stipulated exchange rates. The objective in entering the forward exchange contracts is to protect the Economic Entity against
unfavourable exchange rate movements for the contracted future purchases and sales undertaken in foreign currencies.
The accounting policy in regard to forward exchange contracts is detailed in Note 1u.
At balance date, the details of outstanding forward exchange contracts are:
Buy australian dollars Sell uS dollars Exchange rate
2008 2007 2008 2007
$000 $000
Settlement less than 6 months 9,674 7,798 0.9265 0.8207
Buy nZ dollars Sell australian dollars average Exchange rate
2008 2007 2008 2007
$000 $000
Settlement less than 6 months - 410 - 1.1153
Buy nZ dollars Sell uS dollars average Exchange rate
2008 2007 2008 2007
$000 $000
Settlement less than 6 months 21,351 6,977 0.7645 0.7336
Buy uS dollars Sell nZ dollars average Exchange rate
2008 2007 2008 2007
$000 $000
Settlement less than 6 months 572 - 0.747 -
Buy australian dollars Sell nZ dollars average Exchange rate
2008 2007 2008 2007
$000 $000
Settlement less than 6 months - 159 - 1.1274
Buy Euro Sell nZ dollars average Exchange rate
2008 2007 2008 2007
$000 $000
Settlement less than 6 months - 211 - 0.5515
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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(ii) interest rate risk
The Economic Entity’s exposure to interest rate risk on financial assets is limited to the amount of interest received on bank cheque
accounts.
The Economic Entity’s exposure to interest rate risk on financial liabilities is limited to the interest payable on new hire purchase and
lease agreements which are fixed for the life of the agreement at the time the lease or hire purchase agreement is entered in to,
plus interest payable to banks at bill rates plus a margin.
(iii) net Fair value
The directors consider that the carrying amounts of the financial assets and liabilities recorded in the financial statements
approximate their fair values.
Economic Entity average
interest
rate
Floating
interest
rate
Fixed
interest
rates
maturing
within 1
Year
Fixed
interest
rates
maturing
1 to 5
Years
non
interest
Bearing
total
2008 $000 $000 $000 $000 $000
Financial assets:
Cash 5.66% 3,348 - - - 3,348
Trade and other receivables 8.77% 17,969 - - 80,960 98,929
Total Financial Assets 21,317 - - 80,960 102,277
Financial liabilities:
Bank Loans and Overdrafts 8.56% 83,869 - - - 83,869
Trade and Sundry Payables - - - - 81,312 81,312
Lease and Hire Purchase Liabilities 7.58% - 9,507 25,667 - 35,174
Loans from a related party 8% 6,677 - - - 6,677
Total Financial Liabilities 90,546 9,507 25,667 81,312 207,032
2007
Financial assets:
Cash 4.91% 21,276 - - - 21,276
Trade and other receivables - - - - 32,632 32,632
Total Financial Assets 21,276 - - 32,632 53,908
Financial liabilities:
Bank Loans and Overdrafts 7.99% 1,775 - - - 1,775
Trade and Sundry Payables - - - - 22,444 22,444
Lease and Hire Purchase Liabilities 7.58% - 2,904 10,085 - 12,989
Loans from a related party 7.99% 7,510 - 17,769 - 25,279
Total Financial Liabilities 9,285 2,904 27,854 22,444 62,487For
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parent Entity average
interest
rate
Floating
interest
rate
Fixed
interest
rates
maturing
within 1
Year
Fixed
interest
rates
maturing
1 to 5
Years
non
interest
Bearing
total
2008 $000 $000 $000 $000 $000
Financial assets:
Cash 5.66% 112 - - - 112
Trade and other receivables - - - - 103,523 103,523
Total Financial Assets 112 - - 103,523 103,635
Financial liabilities:
Bank Loans and Overdrafts 8.56% 49,500 - - - 49,500
Trade and Sundry Payables - - - - 1,362 1,362
Lease and Hire Purchase Liabilities 7.58% - 111 1,633 - 1,744
Loans from a related party 8% 6,677 - - - 6,677
Total Financial Liabilities 56,177 111 1,633 1,362 59,283
2007
Financial assets:
Cash 4.91% 18,957 - - - 18,957
Trade and other receivables - - - - 16,338 16,338
Total Financial Assets 18,957 - - 16,338 35,295
Financial liabilities:
Trade and Sundry Payables - - - - 3,513 3,513
Lease and Hire Purchase Liabilities 7.58% - 211 1,861 - 2,072
Bank Loans 7.99% 6,150 - - - 6,150
Total Financial Liabilities 6,150 211 1,861 3,513 11,735
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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note 30: auditors’ remunerationEconomic Entity parent Entity
2008 2007 2008 2007
$ $ $ $
amounts received or due and receivable by
pKF East Coast practice for:
- An audit or review of the financial report of the entity 239,000 184,218 22,100 36,844
Other services in relation to the entity:
- Building Services Licence audit - 3,000 - -
- Due diligence procedures performed in relation to the acquisitions 19,841 313,838 19,841 313,838
- Tax compliance services - 5,375 - 4,125
258,841 506,431 41,941 354,807
amounts received or due and receivable by ross
melville pKF for:
- An audit or review of the financial reports of subsidiary entities 40,000
38,324 - -
Other services in relation to the entity:
- Tax compliance services 8,524 27,952 - -
- Tax advice in relation to mergers 39,575 - - -
88,099 66,276 - -
amounts received or due and receivable by Syed
mubarak & Co for:
- An audit or review of the financial reports of subsidiary entities 3,203 - - -
Other services in relation to the entity:
- Tax compliance services 1,281 - - -
4,484 - - -
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note 31: impairment tests for GoodwillGoodwill is allocated to the Economic Entity’s cash-generating units (CGUs), which have been identified in accordance with the business
segments classification.
The carrying amount of goodwill allocated to each of the segments is presented below:
Economic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
Metal Recycling 62,917 24,263 - -
Contract Services 12,646 12,646 - -
75,563 36,909 - -
The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use cash flow projections over a five-
year period plus a terminal value, and are based on the detailed financial budget and business plan approved by management and the Board
of Directors.
The growth rates applied in the cash flow projections represent management’s best estimate of likely economic conditions for the forecast
period, and are steady or declining over time. The growth rates may not be reflective of the general rates applicable to the scrap metal trading
and the demolition and remediation contract services sectors, given that the Economic Entity has only recently been established and is
forecast to increase at rates which may exceed those of the overall industries in which it operates due to the benefits that are expected to
flow to it as a result of capital expenditure and company structuring undertaken. The average growth rates applied to the CGUs are 15% for
the Scrap Metal Trading CGU (2007: 15%) and 8% for the Demolition and Remediation Contract Services CGU (2007: 8%).
In performing the value-in-use calculations for each CGU, the Company has applied a pre-tax discount rate to discount the forecast attributable
pre-tax cash flows. The discount rate was determined using the weighted average cost of capital (WACC), in which the cost of equity was
calculated using the capital asset pricing model (CAPM). The discount rate used in the value-in-use calculations was 10.87% for both CGUs
(2007: 13.16% for the Scrap Metal Trading CGU and 13.40% for the Demolition and Remediation Contract Services CGU).
As a result of the impairment testing performed, management and the Directors do not consider that any impairment write-down is necessary in
relation to the goodwill balances as at 30 June 2008.
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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note 32: Capital and leasing CommitmentsEconomic Entity parent Entity
2008 2007 2008 2007
$000 $000 $000 $000
a. operating lease Commitments
Future minimum rentals payable under non-cancellable
operating leases at 30 June are as follows:
Within one year 8,054 2,853 359 223
After one year but not later than five years 25,121 6,528 988 725
After five years 9,155 799 - -
42,330 10,180 1,346 948
The majority of operating leases held by the Economic Entity relate to commercial premises in Australia and New Zealand where CMA’s
scrap metal trading yards and head office facilities are located. There are also some operating leases for temporary accommodation at
demolition and remediation sites, and for certain items of plant and equipment which the Economic Entity has determined are not in its
best interest to purchase.
b. Finance lease and hire purchase Commitments
Future minimum lease payments under finance leases
and hire purchase contracts together with the present
value of the net minimum lease payments are as follows:
Within one year 9,507 3,685 111 368
After one year but not later than five years 25,666 11,871 1,633 2,094
After five years - - - -
Total minimum lease payments 35,173 15,556 1,744 2,462
Less future finance charges (3,310) (2,380) (157) (390)
Present value of minimum lease payments 31,863 13,176 1,587 2,072
The Company has a finance lease for plant and equipment, which commenced in April 2005. This is a 5 year lease with an option to
refinance at the end. The equipment is being leased directly from CBFC Limited with lease payments paid monthly in advance.
The Economic Entity has a number of hire purchase agreements in place for plant and equipment used in both the Scrap Metal Trading
division and the Demolition and Remediation Contract Services division.
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note 33: Company detailsThe registered office of the Company is:
Level 5, 160 Sussex Street
Sydney NSW 2000
The principal places of business are:
australia
Level 5, 160 Sussex Street
Sydney NSW 2000
new Zealand
296 Neilson Street, Onehunga
Auckland, New Zealand
188 Ellis Street
Hamilton, New Zealand
Singapore
8 Gul Circle, Singapore 629564
malaysia
61-02 Medan Cahaya
Jalan Tun Abdul Razak
Notes to the Financial Statements For the Year ended 30 June 2008 (continued)
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Directors’ DeclarationThe directors of CMA Corporation Limited declare that:
(a) in the directors’ opinion the financial statements and notes on pages 11 to 86, and the remuneration disclosures that are contained in the
Remuneration Report in the Directors’ Report, set out on pages 22 to 26, are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the company’s and the consolidated entity’s financial position as at 30 June 2008 and of their
performance, for the financial year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001.
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1b; and
(c) the remuneration disclosures that are contained in the Remuneration Report in the Directors’ Report comply with Australian Accounting
Standard AASB 124 Related Party Disclosures, the Corporations Act 2001 and the Corporations Regulations 2001; and
(d) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
The Company and CMA Recycling Australia Pty Limited, T&T Metal & Asbestos Services Pty Limited and CMA Contracting Pty Limited, have
entered into a deed of cross guarantee under which the Company and its subsidiaries guarantee the debts of each other.
At the date of this declaration there are reasonable grounds to believe that the companies which are party to this deed of cross guarantee will be
able to meet any obligations or liabilities to which they are, or may have become subject to, by virtue of the deed.
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2008,
required by Section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors.
dated at Sydney, 22 September 2008
douglas rowe
managing director
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Independent Auditor’s Report to the Members of CMA Corporation Limited
Tel: 61 2 9251 4100 | Fax: 61 2 9240 9821 | www.pkf.com.au PKF | ABN 83 236 985 726 Level 10, 1 Margaret Street | Sydney | New South Wales 2000 | Australia DX 10173 | Sydney Stock Exchange | New South Wales
PKF East Coast Practice is a member of PKF Australia Limited a national association of independent chartered accounting and consulting firms each trading as PKF. The East Coast Practice has offices in NSW, Victoria and Brisbane. PKF East Coast Practice is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.
Liability limited by a scheme approved under Professional Standards Legislation
INDEPENDENT AUDITOR’S REPORT
To the members of CMA Corporation Limited
Report on the Financial Report
We have audited the accompanying financial report of CMA Corporation Limited, which comprises the balance sheet as at 30 June 2008, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration for both the company and of the consolidated entity. The consolidated entity comprises the entity 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 and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1b, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with Australian Equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. F
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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 CMA Corporation Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the entity’s and consolidated entity’s financial position as at 30 June 2008 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1b.
Report on the Remuneration Report
We have audited the Remuneration Report included on pages 22 to 26 of the directors’ report for the year ended 30 June 2008. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion the Remuneration Report of CMA Corporation Limited for the year ended 30 June 2008, complies with section 300A of the Corporations Act 2001.
PKF
Arthur MilnerPartner
Sydney, 22 September 2008For
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Shareholder Information
Substantial Shareholders as at 29 September 2008rank name units % issued Capital
1 ACN 122 808 324 Pty Ltd 61,231,507 13.91%
2 Mr Douglas Trevor Rowe 43,784,373 9.95%
3 Mr Joseph Tong Hong Chung 41,125,001 9.34%
4 Meretec Limited 37,500,000 8.52%
5 Souls Private Equity Limited 37,500,000 8.52%
6 Mr Tung Hui Chung 35,102,811 7.97%
top 20 holders of ordinary Shares as at 29 September 2008rank name units % of issued Capital
1 ACN 122 808 324 Pty Ltd 61,231,507 13.91%
2 Mr Douglas Trevor Rowe 43,784,373 9.95%
3 Mr Joseph Tong Hong Chung 41,125,001 9.34%
4 Meretec Limited 37,500,000 8.52%
5 Souls Private Equity Limited 37,500,000 8.52%
6 Mr Tung Hui Chung 35,102,811 7.97%
7 AMP Life Limited 11,139,687 2.53%
8 Moltoni Super Pty Ltd 8,695,650 1.98%
9 Mr Eugene Carl Storck / Mr Weston Clyde Colson 8,121,818 1.84%
10 Riverside Metal Industries Pty Ltd 6,782,946 1.54%
11 WMR Investments Pty Ltd 6,436,300 1.46%
12 ANZ Nominees Limited 5,771,036 1.31%
13 Mirrabooka Investments Limited 5,000,000 1.14%
14 P & M Adams Pty Limited 5,000,000 1.14%
15 P & W Adams Pty Limited 5,000,000 1.14%
16 K & M Adams Pty Ltd 4,860,000 1.10%
17 Moltoni Corporation Pty Limited 4,450,000 1.01%
18 Ms Antoinette Vivian Mann 3,947,000 0.90%
19 Mr Paul Walter Mann 3,947,000 0.90%
20 J P Morgan Nominees Australia Limited 3,765,416 0.86%
total 339,160,545 77.04%
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listed ordinary Shares with Full voting rightsDistribution of Shareholders as at 29 September 2008
range total holders units % issued Capital
1 - 1,000 116 83,167 0.02%
1,001 - 5,000 697 2,055,070 0.47%
5,001 - 10,000 453 3,615,375 0.82%
10,001 - 100,000 914 29,010,147 6.59%
100,001 - and over 153 405,471,787 92.10%
total 2333 440,235,546 100.00%
at 29 September 2008, 203 Shareholders held less than a marketable parcel of shares.
voting rightsEach Ordinary Share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a
show of hands.
on market Buy BackThere is no current on market buy back.
Shares held in Escrow as at 29 September 2008195 shareholders entered into voluntary escrow arrangements under which they will not sell in total 600,655 shares issued on 22 February 2007.
2 shareholders entered into voluntary escrow arrangements under which they will not sell in total 35,000 shares issued on 8 February 2008.
3 shareholders have provided acknowledgement and warranties that they will not sell 5,826,323 shares within 12 months of issue on
25 October 2007.
1 shareholder has provided acknowledgement and warranties that it will not sell 2,961,172 shares within 12 months of issue on 21 December 2007.
1 shareholder has provided acknowledgement and warranties that it will not sell 611,920 shares within 12 months of issue on 4 February 2008.
1 shareholder has provided acknowledgement and warranties that it will not sell 11,012,266 shares within 12 months of issue on 8 February 2008.
1 shareholder has provided acknowledgement and warranties that it will not sell 1,394,495 shares within 18 months of issue on 3 April 2008.
1 shareholder has provided acknowledgement and warranties that it will not sell 37,500,000 shares within 12 months of issue on 13 August 2008.
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Corporate Directory
DirectorsMr Alan Good - Chairman
Mr Douglas Rowe
Mr Joseph Tong Hong Chung
Mr Robert Moltoni
Mr Terry Woods
Managing DirectorMr Douglas Rowe
Chief Financial OfficerMr Trevor Schmitt
Company SecretaryMr Trevor Schmitt
Registered OfficeLevel 5, 160 Sussex Street
Sydney NSW 2000
Phone: +61 2 9200 3500
Head OfficeLevel 5, 160 Sussex Street
Sydney NSW 2000
Phone: +61 2 9200 3500
AuditorsPKF East Coast Practice
Level 10, 1 Margaret Street
Sydney NSW 2000
Share RegistryComputershare Investor Services Pty Ltd
Level 2, 45 St Georges Terrace
Perth WA 6000
Phone: +61 8 9323 2004
BankerANZ Banking Group Ltd
Level 3, 100 Queen Street
Melbourne VIC 3000
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