AJ Lucas Group annual report 2007-08
AJ Lucas Group annual report 2007-08
AJ Lucas Group annual report 2007-08
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<strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited<br />
Annual Report 20<strong>08</strong><br />
a year of<br />
milestones<br />
a year of milestones<br />
aa
Chairman’s Letter Page 3<br />
The Year in Review Page 4<br />
b<br />
LUCAS group
50 Years of Milestones Page 16<br />
Financial Statements Page 17<br />
a year of milestones 1
2 LUCAS group
Chairman’s letter<br />
What a year!<br />
<strong>Lucas</strong> is now a very<br />
different organisation<br />
from two years ago.<br />
Many positive things have happened since<br />
our last <strong>report</strong> and your company has grown<br />
substantially. However our core values are<br />
unchanged: striving to deliver a quality service,<br />
on time, on budget, and focused on our<br />
employees’ safety and our clients’ needs. That is<br />
what sets <strong>Lucas</strong> apart and is vital to our success.<br />
This year we celebrate 50 years of business.<br />
There have been many milestones along the<br />
way, especially during the past couple of years,<br />
as our strategy and the marketplace coincide.<br />
In particular, our early investment in<br />
coal seam gas assets and expertise is now<br />
recognised by the market as this alternative<br />
energy source has become mainstream. Our<br />
continued investment in CSG has positioned us<br />
strongly for the future.<br />
While much of the economy is driven by<br />
trends and a struggle for short-term gains,<br />
we’ve maintained our strategic focus on<br />
economic and societal necessities: water,<br />
energy and resources.<br />
A nation’s prosperity ultimately depends on<br />
its access to these basic resources and services.<br />
<strong>Lucas</strong>’ success and growth over the last<br />
decade is based on this straightforward premise.<br />
The key projects we’ve been engaged in:<br />
Western Corridor recycled water project,<br />
Bonaparte gas pipeline, Ivy entertainment<br />
complex, Hyundai headquarters, creation of<br />
Australia’s largest and only vertically-integrated<br />
drilling business, development of the Gloucester<br />
resource to project status—will all underpin the<br />
lives of future generations of Australian families.<br />
Our success is built on a deep understanding<br />
of the economic drivers of our industries and the<br />
technology that delivers them. It’s reinforced by<br />
building close partnerships with our clients and<br />
supporting our own people.<br />
This has been the company’s most successful<br />
year, a decisive affirmation of our strategy. Our<br />
performance speaks for itself: revenue that’s up<br />
96% to $424 million and an after-tax profit that’s<br />
more than doubled to $13.5 million.<br />
The key to it all is people. As <strong>Lucas</strong> grows, our<br />
commitment to them increases. People’s safety<br />
is of absolute paramount importance and is far<br />
and away the company’s most important goal.<br />
We are making increasing efforts in this area to<br />
ensure that the larger <strong>Lucas</strong> workforce continues<br />
to have a safe workplace.<br />
We also continue to emphasise the<br />
environment. Not only do we have a<br />
responsibility as good corporate citizens; we<br />
have a responsibility as excellent engineers<br />
to minimise the environmental footprint of<br />
infrastructure, to maximise the environmental<br />
advantages to society with our designs, to<br />
minimise the physical and social impact of our<br />
projects’ construction while maximising the<br />
long-term benefits to society.<br />
Although there will be many more changes<br />
as the company continues to develop, we intend<br />
to ensure it doesn’t lose its heart and soul. On<br />
behalf of the Board, I would like to publicly<br />
thank all of the <strong>Lucas</strong> employees and customers<br />
for their role in creating what has been a very<br />
exciting and successful year.<br />
We’re confident <strong>Lucas</strong> can keep pace with<br />
market changes and continue to deliver for its<br />
customers, its shareholders and the country.<br />
Allan Campbell<br />
Chairman & CEO<br />
a year of milestones 3
Highlights<br />
Turnover has nearly doubled<br />
and profit has more than doubled<br />
in our biggest year yet.<br />
<strong>Group</strong> Financial Performance<br />
Year ended 30 June<br />
<strong>2007</strong><br />
$216.4m<br />
20<strong>08</strong><br />
$424.3m<br />
Change<br />
+96%<br />
14.9<br />
37.4<br />
+151%<br />
5.9<br />
+388%<br />
26.0<br />
6.4<br />
+111%<br />
13.5<br />
19.0<br />
44.5<br />
+134%<br />
9.6<br />
50.1<br />
+421%<br />
11.9<br />
+106%<br />
24.5<br />
Revenue ($ m)<br />
EbitDA ($ m)<br />
Ebit ($ m)<br />
Net profit after tax<br />
($ m)<br />
Underlying Ebitda<br />
($ m)<br />
Net cash from<br />
operations ($ m)<br />
Earnings per share<br />
(¢ per share)<br />
a thank you<br />
to andy lukas<br />
From allan campbell,<br />
chairman & ceo<br />
As we celebrate the company’s 50th<br />
anniversary, we’re also ending an<br />
era, with Andy Lukas’ departure as<br />
an executive director of the company<br />
his father founded. Andy stepped<br />
down as <strong>Lucas</strong>’ technical director in<br />
March this year to take up his new<br />
role as CEO of Sydney Gas.<br />
Andy Lukas joined what was<br />
then the family business in 1975,<br />
with eight years of experience as<br />
a design engineer with Transfield,<br />
MacDonald Wagner & Priddle<br />
and Williams Brothers, as well as<br />
postgraduate study in the USA.<br />
Over 20 years he contributed as<br />
project manager, general manager<br />
and managing director.<br />
When I became involved in<br />
the company in 1995, I saw<br />
Andy’s deep technical expertise<br />
and industry reputation as<br />
the ideal complement to my<br />
commercial experience. This<br />
proved to be the case, as he<br />
continued to innovate and drive<br />
the company’s engineering and<br />
build our reputation.<br />
His uncompromising attitude to<br />
engineering and search for new and<br />
effective techniques has been the<br />
bedrock of <strong>Lucas</strong>’ technical ‘world<br />
firsts’ and is deeply inculcated in<br />
every engineer working at <strong>Lucas</strong>.<br />
Through his longstanding roles<br />
with APIA and IPLOCA, he’s done<br />
much to raise the standards of the<br />
pipeline industry worldwide.<br />
I’d like to formally thank<br />
Andy for his contribution to the<br />
company’s success and his support<br />
as a colleague and friend. While<br />
we miss him day to day, he’s still<br />
contributing to the company as a<br />
non-executive director, where his<br />
knowledge and judgement will<br />
continue to be of great value<br />
to the company.<br />
Pipelines<br />
highlights<br />
• Overall margin improvement 0.9%<br />
• Employee base expanding<br />
+ 190 people FY <strong>08</strong><br />
• Acceptance of CSG as viable energy<br />
source and continuing drought<br />
support strong growth<br />
• Integration with drilling<br />
enhances growth profile<br />
• Margin reduced by ground<br />
conditions at Brooklyn–Lara<br />
<strong>2007</strong><br />
$73.2m<br />
20<strong>08</strong><br />
$218.5m<br />
4.3<br />
Revenue ($ m) EbitDA ($ m)<br />
20.0<br />
1.8<br />
0.0<br />
Impairments ($ m)<br />
6.1<br />
20.0<br />
Underlying Ebitda<br />
($ m)<br />
8.3 9.1<br />
Underlying Ebitda<br />
margin (%)<br />
4 LUCAS group
2.5<br />
+220%<br />
8.0<br />
Construction &<br />
infrastructure<br />
28%<br />
drilling and coal<br />
seam gas<br />
21%<br />
Pipelines<br />
51%<br />
highlights<br />
• Revenue growth of 460% over<br />
four years from $75m to $424m<br />
• Change in business mix<br />
• Improved systems and<br />
management controls<br />
• Better contract conditions<br />
• Balanced business growth across<br />
different sectors<br />
• Strong cash flow supports growth<br />
without requirement for equity<br />
• Drilling technology leadership<br />
enhances demand for services<br />
• Acquisition of Mitchell Drilling<br />
• Rapidly maturing CSG portfolio<br />
cash flow and<br />
balance sheet<br />
• Operating cash flow<br />
increased 421% to $50m<br />
• Interest cover very high (6.7¹)<br />
due to strong cash generation<br />
• Gearing ratio reduced<br />
from 61.1% to 52.2%<br />
• All borrowing facilities<br />
renegotiated in August 20<strong>08</strong> –<br />
repayment profile extended<br />
• Match debt finance maturity<br />
profile with cash flow<br />
• Coal seam gas assets<br />
are at book value<br />
Dividend per share<br />
(¢ per share)<br />
Segment revenue<br />
Drilling<br />
highlights<br />
• Focus on coal & CSG, both<br />
sectors growing strongly<br />
• Innovative drilling techniques<br />
leading commercialisation of CSG<br />
• Strong market conditions<br />
• Contract terms and duration improve<br />
• Diversified and long-term<br />
customer relationships<br />
• Major focus on training<br />
and retention of staff<br />
• Acquisition of Mitchell Drilling<br />
<strong>2007</strong><br />
$67.6m<br />
20<strong>08</strong><br />
$88.4m<br />
14.6<br />
Revenue ($ m) EbitDA ($ m)<br />
18.1<br />
(2.2) 6.1<br />
Non-recurring/<br />
Non-operational<br />
items ($ m)<br />
12.4<br />
24.2<br />
Underlying Ebitda<br />
($ m)<br />
18.3<br />
27.4<br />
Underlying Ebitda<br />
margin (%)<br />
Construction & infrastructure<br />
highlights<br />
• Targeted change in business mix<br />
to improve margins<br />
• Expansion into NSW North Coast<br />
civil and infrastructure markets<br />
• Construction market is tight, but<br />
civil and infrastructure opportunities<br />
in mining and municipal work<br />
remain strong<br />
<strong>2007</strong><br />
$75.5m<br />
20<strong>08</strong><br />
$117.3m<br />
0.5<br />
Revenue ($ m) EbitDA ($ m)<br />
3.2<br />
1.5 1.0<br />
Non-recurring/<br />
Non-operational<br />
items ($ m)<br />
2.0 4.2<br />
Underlying Ebitda<br />
($ m)<br />
3.6<br />
2.6<br />
Underlying Ebitda<br />
margin (%)<br />
a year of milestones 5
The year in review<br />
This has been the company’s most<br />
successful year—overall and in<br />
each of our divisions. A decisive<br />
affirmation of our long-term strategy.<br />
6 LUCAS group<br />
<strong>Lucas</strong>’ most successful year ever has seen<br />
revenue increase 96% to $424.3 million and<br />
profit after tax increase 111% to $13.5 million.<br />
We’ve been involved in some of the country’s<br />
biggest projects in each of our sectors and our<br />
staff has grown to over 1,000.<br />
All sectors and activities have contributed to<br />
this growth and affirmed our strategy.<br />
Water & wastewater<br />
ABARE’s August 20<strong>08</strong> Research Report<br />
highlighted the challenge for Australia’s urban<br />
water systems: inflows are gradually declining<br />
and population growth is increasing demand.<br />
Severe water restrictions have remained in force<br />
in most capitals and climate change has the<br />
potential to reduce water availability and increase<br />
its variability. So water authorities across the<br />
country are working to increase their supply and<br />
improve the usage of this precious resource.<br />
On the wastewater side, many of the country’s<br />
wastewater treatment plants are in need of<br />
upgrading to meet tighter standards and handle<br />
increased demand.<br />
The largest recycled water project ever<br />
undertaken in Australia (indeed, the country’s<br />
second-largest civil project after the Snowy<br />
Mountains Scheme), Queensland’s Western<br />
Corridor Recycled Water Project will deliver<br />
over 200 megalitres a day of purified recycled
The Brooklyn—Lara Gas Pipeline<br />
(left) and Queensland’s Western<br />
Corridor Recycled Water Project<br />
(right) are two of the major<br />
projects <strong>Lucas</strong> Pipelines has<br />
worked on during the year.<br />
water to south-east Queensland, supplying power<br />
stations, farmers, industrial and domestic users.<br />
Water that, until now, has been a waste product.<br />
<strong>Lucas</strong>, in alliance with Transfield Services,<br />
GHD and Sunwater, is responsible for the design,<br />
engineering and construction of the Eastern<br />
Pipeline section. This comprises 110 km of<br />
pipeline and three pumping stations connecting<br />
to three advanced wastewater treatment plants.<br />
Working with longtime client Sydney Water,<br />
we solved an environmental challenge for their<br />
Upper Blue Mountains Sewer project – and set<br />
a world record in the process – by installing two<br />
2,400 m sewer lines using horizontal directional<br />
drilling. This was one of three projects we<br />
completed as part of Sydney Water’s Priority<br />
Sewage Program Alliance.<br />
<strong>Lucas</strong>’ water expertise and resources continue<br />
to expand. During the year <strong>Lucas</strong> Water acquired<br />
the Australasian licence for the patented water<br />
treatment systems developed by Beijing Origin<br />
Water, the firm responsible for water recycling at<br />
the Beijing Olympics ‘Water Cube’. These systems<br />
range from household size self-contained units,<br />
through to reverse osmosis plants suitable for a<br />
wide range of treatment needs.<br />
At the very large scale, we’ve formed the<br />
Southern SeaWater Alliance (SSWA) with<br />
Spanish water treatment giants, Técnicas<br />
Reunidas and Valoriza Agua, along with<br />
international engineering company Worley<br />
Parsons, to submit one of the two detailed<br />
proposals requested for the 50–100 GL/year<br />
Southern Seawater Desalination Plant by<br />
Western Australia’s Water Corporation. The<br />
outcome of this tender is due mid-November.<br />
Oil & gas<br />
<strong>Lucas</strong>’ Pipeline division worked on two major<br />
gas pipelines for the APA <strong>Group</strong> over the year.<br />
The $43 million Brooklyn-Lara Pipeline<br />
travels 58 km from the Melbourne suburb of<br />
Brooklyn to Lara, near Geelong in Victoria. This<br />
will supplement Victoria’s gas supply to ensure<br />
it can cope with peak winter demand.<br />
Apart from the pipeline itself, the project<br />
included inlet and intermediate facilities as<br />
well as its connection to the Lara to Iona South<br />
West Pipeline at Lara City Gate.<br />
Construction, which runs through a mix of<br />
industrial, rural living and open grazing land,<br />
was challenging with four major water, two<br />
freeway and one railway crossing.<br />
<strong>Lucas</strong> began work on the Bonaparte<br />
Pipeline in March 20<strong>08</strong>. This $170 million,<br />
300 mm steel pipeline will carry up to 40<br />
petajoules per year of natural gas 280 km<br />
from Eni Australia’s Blacktip gas plant near<br />
Wadeye to join the Amadeus Basin to Darwin<br />
gas pipeline at Ban Ban Springs station. It will<br />
deliver gas by January 2009.<br />
“Sustaining australia”<br />
This statement sums up the <strong>Lucas</strong> commitment.<br />
We continue to seek better-engineered solutions<br />
to maximise the effectiveness and minimise the<br />
environmental impact of infrastructure development,<br />
as well as reducing all the risks of construction.<br />
Construction challenges include nearimpossible<br />
access during the wet season, so<br />
work has to be completed during the dry season<br />
demanding absolute precision of scheduling<br />
and execution. The pipeline passes through<br />
national parks and Aboriginal lands, so we’ve<br />
worked closely with land councils and park<br />
authorities to anticipate and avoid any risks.<br />
The Northern Territory’s chief minister<br />
Paul Henderson described the pipeline as “an<br />
investment in the Territory’s future that will<br />
secure the Northern Territory’s energy supply<br />
needs for 25 years”.<br />
a year of milestones 7
8 LUCAS group
Left: A coal seam gas well<br />
at Gloucester. Each well<br />
includes a pump, water<br />
separation, telemetry and<br />
safety equipment.<br />
“The pressing need to<br />
reduce greenhouse<br />
gas emissions, plus<br />
the sheer value of<br />
the resource, will make<br />
coal seam gas a major<br />
resource for the future.”<br />
<strong>Lucas</strong> <strong>annual</strong> <strong>report</strong> 2000<br />
CASCADES<br />
<strong>Lucas</strong> HDD was again the solution<br />
to an intractable environmental<br />
problem. Sydney Water needed to<br />
install two new sewer mains as<br />
part of its Upper Blue Mountains<br />
sewer upgrade. The trouble was,<br />
it had to get from one side of the<br />
Middle Cascade Dam (above) to the<br />
other, through precious wetlands<br />
in Blue Mountains National Park.<br />
Conventional trenching would be<br />
virtually impossible without drastic<br />
environmental consequences. <strong>Lucas</strong><br />
HDD was able to take the two<br />
pipelines 2.4 km to meet the main<br />
sewer tunnel 60 m underground,<br />
travelling directly below the dam<br />
wall. The environmental footprint<br />
A single small work site, now<br />
rehabilitated. Incidentally, this<br />
project set a new world record for<br />
an HDD sewer installation and an<br />
HDPE pipe installation.<br />
Coal seam gas<br />
The Australian coal seam gas (CSG) industry<br />
has performed as we’ve consistently predicted<br />
since 2000, becoming a key energy resource<br />
for Australia. According to energy economists<br />
EnergyQuest, Australian CSG production in the<br />
year to 30 June 20<strong>08</strong> was 133 petajoules—up<br />
nearly 40% on the year before.<br />
Confirmed CSG reserves in NSW and<br />
Queensland have also grown dramatically,<br />
with proved and probable (2P) reserves almost<br />
doubling to 12,400 PJ—about ten years of<br />
current east coast gas consumption.<br />
The increasingly urgent need to address<br />
Australia’s greenhouse gas emissions,<br />
highlighted by the Garnaut Climate Change<br />
Review, has made cleaner energy sources a<br />
national (and international) priority.<br />
A number of parties, including ERM Power<br />
and Origin Energy, are planning new CSG-fired<br />
power generation. Five consortia of Australian<br />
and international companies are proposing<br />
export LNG plants at Gladstone in Queensland.<br />
These plans alone will need around 14,000<br />
wells over the next four years. A ten-fold<br />
increase on the current <strong>annual</strong> rate of drilling.<br />
<strong>Lucas</strong>’ involvement in coal seam gas has two<br />
dimensions. First, as an investor, through our<br />
participation in the Gloucester CSG Project<br />
and our stakes in Sydney Gas, ATP651 and<br />
Arawn. Second, as a service provider, delivering<br />
Australia’s most comprehensive coal seam gas<br />
service to virtually all the major companies in<br />
the industry.<br />
Drilling and CSG services<br />
<strong>Lucas</strong> is the only company in Australia that<br />
can undertake a full CSG project from initial<br />
exploration through field development to gas<br />
processing and delivery to the market.<br />
<strong>Lucas</strong> began the year as a major player in the<br />
coal seam gas drilling industry, and Australia’s<br />
only vertically-integrated CSG service provider.<br />
This was expanded in August <strong>2007</strong> with the<br />
acquisition of Queensland drilling company<br />
Capricorn Weston, who quickly integrated with<br />
our existing operations and gave us substantially<br />
more capacity in Queensland.<br />
Continuing growth in demand for CSG and<br />
our strong market position encouraged us to<br />
negotiate to acquire Mitchell Drilling, another<br />
leading drilling and services provider to the<br />
CSG and resources sector. This was successfully<br />
concluded in August 20<strong>08</strong> for $150 million,<br />
doubling our capacity.<br />
The acquisition consolidates <strong>Lucas</strong>’ very strong<br />
market position as the premier CSG service<br />
a year of milestones 9
Chilling Creek, near the Daly River<br />
at KP175 of the Bonaparte Pipeline.<br />
10 LUCAS group
a year of milestones 11
A wide variety of bespoke finishes<br />
was just one of the challenges at<br />
Merivale’s Ivy. This is Mad Cow,<br />
home of some of Sydney’s finest<br />
steaks and one of nine restaurants<br />
in the complex.<br />
provider in Australia and leaves us ideally placed<br />
to capitalise on this fast-growing industry.<br />
Our teams include experienced upstream<br />
operations personnel, geologists, petroleum<br />
and drilling engineers, project managers, safety,<br />
environmental and quality officers as well as<br />
experienced site crews.<br />
With a total of 88 drilling rigs and<br />
complementary equipment, we’re now by far<br />
the largest CSG drilling company in Australia,<br />
supported by a full range of services to take CSG<br />
right to the market.<br />
<strong>Lucas</strong>’ CSG Assets Gloucester coal seam gas<br />
Our Gloucester CSG project’s gas reserves were<br />
independently certified by Netherland, Sewell<br />
& Associates Inc. in February 20<strong>08</strong>, confirming<br />
the commercial viability of the basin’s gas. Since<br />
then we’ve moved our focus from exploration<br />
and testing to preparing for production.<br />
The development of Gloucester has<br />
progressed rapidly in the last year. We’ve<br />
established a strong locally-based team<br />
to manage detailed planning of the field<br />
development, a processing facility and a pipeline<br />
to link with the national pipeline system. The<br />
formal development proposal was lodged with<br />
the NSW Department of Planning in August<br />
20<strong>08</strong>. Consultation with authorities, landowners<br />
and other stakeholders is underway.<br />
Sydney Gas<br />
<strong>Lucas</strong> has had a long relationship with Sydney<br />
Gas, as an investor and as a supplier of services.<br />
In January 20<strong>08</strong>, the two companies made<br />
a joint arrangement for the exploration and<br />
commercialisation of Sydney<br />
Gas’ Sydney Basin assets. The<br />
arrangement comprises an<br />
investment by <strong>Lucas</strong> in Sydney<br />
Gas and agreements for <strong>Lucas</strong> to<br />
provide geological, engineering,<br />
drilling and other services.<br />
The companies’ ties were<br />
further strengthened with <strong>Lucas</strong><br />
director Andy Lukas joining<br />
Sydney Gas as CEO and Allan<br />
Campbell as a non-executive<br />
director. <strong>Lucas</strong> now owns 19.99%<br />
of Sydney Gas.<br />
Bowen Basin (ATP651)<br />
<strong>Lucas</strong> has a 15% interest in<br />
ATP651, with the balance<br />
owned by BG and Queensland<br />
Gas Company. The prospect is located close to<br />
Berwyndale South where substantial coal seam<br />
gas reserves have been located. A major drilling<br />
programme began earlier in 20<strong>08</strong>, with initial<br />
reserves booked in July 20<strong>08</strong>.<br />
Arawn Project, British Columbia, Canada<br />
<strong>Lucas</strong> owns 60% of Arawn Energy, with<br />
international CSG experts Dr Chris Cornelius<br />
and Professor Marc Bustin owning the balance.<br />
Arawn is our North American investment<br />
vehicle and provides access to Marc’s and Chris’<br />
expertise on this and other projects.<br />
Arawn’s current focus is the Grizzly and Red<br />
Deer Prospect in the foothills of the Rockies.<br />
Initial core holes found 40 metres of coal with<br />
gas content of 7–12 m 3 /t.<br />
12 LUCAS group
Hyundai Australia’s<br />
new HQ has an<br />
Australian Building<br />
Greenhouse Rating of<br />
4.5 out of 5.<br />
One of <strong>Lucas</strong>’ fleet of<br />
88 drilling rigs at work<br />
on the Gloucester Coal<br />
Seam Gas project.<br />
The future: geosequestration<br />
and geothermal energy<br />
Our drilling, HDD and pipeline expertise place us<br />
in an ideal position to engage in two other new<br />
technologies being driven by climate change.<br />
Geosequestration of CO 2 —“clean coal”—has<br />
the potential to enable the continued use of coal<br />
without the environmental consequences, by<br />
injecting CO 2 into geological reservoirs.<br />
Geothermal energy—“hot rocks”—taps the<br />
natural heat in deep geological structures as an<br />
energy resource.<br />
Both technologies will require drilling<br />
expertise to succeed. Both will require pipelines.<br />
So <strong>Lucas</strong> is already well positioned to be an early<br />
leader and we’re maintaining a close watch as<br />
research progresses.<br />
Trenchless<br />
technology<br />
While we’ve been world leaders<br />
in horizontal directional drilling<br />
(HDD) for many years, we’ve had<br />
less involvement in other trenchless<br />
techniques. Queensland’s Western<br />
Corridor Recycled Water Project<br />
provided the impetus to expand our<br />
equipment and expertise with three<br />
microtunnelling systems by Akkerman<br />
and Herrenknecht. These have carried<br />
the pipes under 78 roads and railways,<br />
solving a wide range of access<br />
challenges for the project.<br />
Our HDD crews spent most of the<br />
year supporting the Pipeline teams on<br />
their projects: at Western Corridor,<br />
where they completed four major<br />
crossings, including the Brisbane River; and<br />
on the Bonaparte Pipeline in the Northern<br />
Territory, where they crossed Green Ant Creek,<br />
Tom Turners Crossing and the Daly River.<br />
Early in the year, <strong>Lucas</strong> HDD set a new record<br />
with two 2,400 m drills for Sydney Water’s Upper<br />
Blue Mountains Sewerage Scheme as part of<br />
the Priority Sewerage Program (PSP) Alliance.<br />
These are the longest HDD sewer installations,<br />
and the longest using HDPE pipe, in the world.<br />
Two other installations were completed for<br />
the PSP Alliance: at Mount Boyce, again in the<br />
Blue Mountains and at Dangar Island in the<br />
Hawkesbury River.<br />
We also completed a 1,650 m installation of<br />
900 mm pipe as part of Rio Tinto’s Yarwun 2<br />
alumina refinery in Gladstone, Queensland.<br />
a year of milestones 13
“The key to everything we do is<br />
our people. Ensuring their safety<br />
is far and away the company’s<br />
most important goal.”<br />
Allan Campbell, chairman & CEO<br />
Construction<br />
<strong>Lucas</strong> Stuart, our construction division, has<br />
spent the year on a diverse range of major new<br />
construction projects in hospitality, healthcare,<br />
commercial, retail and defence. It’s also<br />
contributed to our work on Queensland’s<br />
Western Corridor.<br />
Hospitality<br />
The first stage of the $77 million Merivale<br />
<strong>Group</strong>’s Ivy complex opened in December <strong>2007</strong>,<br />
immediately gaining a reputation as one of<br />
Sydney’s hottest venues.<br />
Ultimately the complex will comprise 18<br />
bars, nine restaurants, the 509 m 2 Ivy Room<br />
and a 1,500 m 2 retail precinct in two buildings<br />
on George Street. The construction challenges<br />
numerous levels, a range of bespoke finishes and<br />
a complex back-of-house with ten cellars, nine<br />
commercial kitchens and office spaces.<br />
The staged handover has been carried out in<br />
close collaboration with Merivale, giving them a<br />
return on the project months earlier.<br />
The building has an Australian Building<br />
Greenhouse Rating of 4.5/5.<br />
<strong>Lucas</strong> will also be an occupant, with our own<br />
head office moving into one of the towers.<br />
Retail<br />
We’re nearing completion of Fisherman’s<br />
Wharf at The Entrance on the NSW Central<br />
Coast, an eco-friendly foreshore complex with<br />
around 20 specialty retailers and restaurants.<br />
Healthcare & medical research<br />
<strong>Lucas</strong> Stuart has undertaken three significant<br />
projects in the healthcare and medical research<br />
field during the year.<br />
An operating theatre for Castle Hill Hospital,<br />
completed over Christmas <strong>2007</strong>.<br />
A research facility for the Woolcock Institute<br />
of Medical Research, with laboratories, lecture<br />
facility, office and support spaces.<br />
For Catholic Healthcare, we’ve carried out<br />
renovations and extensions to their aged care<br />
community in Coffs Harbour.<br />
The infrastructure Team<br />
All divisions of <strong>Lucas</strong> are integrated to deliver the<br />
range of skills needed for major infrastructure<br />
projects. So, for instance, Western Corridor has<br />
required work from our Pipelines, Construction<br />
and Trenchless Technology teams. All working in<br />
close coordination to deliver the project.<br />
Commercial<br />
Hyundai Motor Company’s new $70 million<br />
Australian HQ at North Ryde is nearing<br />
completion. The complex, with two office<br />
towers above a common ground floor and<br />
underground parking incorporates offices and<br />
training facilities for staff and dealers including<br />
a workshop, library, auditorium and classrooms.<br />
Government & defence<br />
We completed a reconstruction of the<br />
small-bore rifle range at RAAF Richmond.<br />
Civil infrastructure<br />
Our biggest civil project over the year has<br />
been the $25 million Sydney City Marine<br />
Slipways development under Sydney’s<br />
Anzac Bridge. This will be the largest<br />
marine service facility on Sydney Harbour<br />
when it’s completed later this year. The project<br />
includes a range of construction challenges: a<br />
marine component including eight berths for<br />
vessels up to 60 linear metres, 800 and 100 tonne<br />
ship lifts, 6,200 m 2 of open hardstand, 3,200 m 2<br />
of covered hardstand for all-weather work. Apart<br />
from the marine facilities, the project includes<br />
restaurants, office and commercial spaces.<br />
14 LUCAS group
Three pipes this size in a<br />
trench is not a sight you’ll<br />
see very often. Queensland’s<br />
Western Corridor Recycled<br />
Water Project.<br />
a year of milestones 15
HALF A CENTURY<br />
of LUCAS<br />
16 LUCAS group
aj lucas group ltd<br />
financial <strong>report</strong><br />
YEAR ENDED 30 JUNE 20<strong>08</strong><br />
18 Directors’ <strong>report</strong><br />
30 Income statements<br />
31 Statements of recognised income and expense<br />
32 Balance sheets<br />
33 Statements of cash flows<br />
34 Notes to the financial statements<br />
67 Directors’ declaration<br />
68 Independent auditor’s <strong>report</strong><br />
69 Australian Securities Exchange additional information<br />
70 Directory
Directors’ <strong>report</strong><br />
The Board of directors have pleasure in presenting their <strong>report</strong> together with the financial <strong>report</strong> of <strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited (the Company) and the<br />
consolidated entity, being the Company and its controlled entities (the <strong>Group</strong>), for the year ended 30 June 20<strong>08</strong> and the auditor’s <strong>report</strong> thereon.<br />
Directors<br />
The Directors of <strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited at any time during or since the end of the financial year are as follows:<br />
Allan Campbell BCom LLB<br />
Executive chairman and CEO. Age 52. Director since 1995.<br />
After qualifying as a lawyer, Mr Campbell worked for several leading investment banks, initially in Australia then<br />
for ten years in London and New York. During this period he was given responsibility for corporate advisory and<br />
recovery where he gained valuable hands-on experience in the turnaround of distressed companies.<br />
Mr Campbell acquired <strong>Lucas</strong> in 1995, setting the Company on a path and listed it on the ASX in 1999.<br />
Subsequently, he has been responsible for the Company’s strategic direction and has established its position as one<br />
of the leading provider of mining and infrastructure services in Australia.<br />
Ian Stuart-Robertson AAIQS<br />
Executive director. Age 59. Director since 1995.<br />
Mr Stuart-Robertson is a qualified quantity surveyor with nearly 40 years experience in civil and building<br />
construction. He has previously served as a director of several construction companies and been responsible for the<br />
delivery of many major projects. He also has considerable expertise in project cost <strong>report</strong>ing systems and makes a<br />
vital contribution to the <strong>Group</strong> in his role as chairman of the tender review committee.<br />
He is also a non-executive director of quantity surveyors, John Hollis & Partners.<br />
Andrew Lukas be<br />
Non-Executive director. Age 61. Director since 1995.<br />
Mr Lukas is a qualified civil engineer. He joined <strong>Lucas</strong> in 1975 after working in the engineering and construction of<br />
pipelines in the USA and Australia for the Williams group of companies.<br />
He pioneered the development of horizontal directional drilling in Australia and is an authority on this<br />
technology as well as pipelines. He is also a leading proponent of directional drilling in coal seam gas extraction.<br />
He is an executive committee member and past president of the Australian Pipeline Industry Association (APIA) and<br />
a director and immediate past president of the International Pipeline and Offshore Contractors Association (IPLOCA).<br />
Mr Lukas was appointed chief executive officer of Sydney Gas Limited on 19 March 20<strong>08</strong> following which he<br />
ceased executive duties at the Company.<br />
Martin Green FCA<br />
Independent non-executive director, Chairman of audit committee.<br />
Age 63. Director since 1999.<br />
Mr Green is a Fellow of the Institute of Chartered Accountants and an official liquidator of the Supreme Court of<br />
NSW. He has been in public practice for 36 years, mainly specialising in business recovery and insolvency. He has<br />
substantial business and finance experience at senior levels.<br />
He is currently a principal at Ferrier Green Krejci Silvia, Chartered Accountants, a former honorary director/<br />
treasurer of the National Trust of Australia (NSW) and has served at various times in many public roles and<br />
capacities.<br />
Mr Green also serves as Chairman of the Company’s Audit Committee.<br />
Garry O’Meally BSc BE<br />
Independent non-executive director, member of audit committee.<br />
Age 72. Director since 1999.<br />
Mr O’Meally has over 40 years experience in the oil and gas industries, mainly with Australian Gas Light Company<br />
where he served as general manager of AGL Gas Companies and later of AGL Petroleum. He was also general<br />
manager of Queensland and Northern Territory for Santos Limited and has consulted to many energy companies.<br />
He was previously president of the Australian Gas Association, councillor and Queensland chairman of the<br />
Australian Petroleum Production and Exploration Association and an executive manager of the Australian Pipeline<br />
Industry Association. Mr O’Meally’s knowledge of the energy industries has been vitally important in the <strong>Group</strong>’s<br />
expansion into its coal seam gas activities.<br />
18 LUCAS group
Company secretary<br />
Mr Nicholas Swan MA, ACA, MBA, was appointed as company secretary<br />
on 15 November 2001. He has also served as the company secretary<br />
of several listed public companies as well as of a responsible entity for<br />
managed investment schemes.<br />
Directors’ meetings<br />
The number of directors’ meetings (including meetings of committees<br />
of directors) held during the financial year, during the period of each<br />
director’s tenure, and number of such meetings attended by each of the<br />
directors is:<br />
Board of Directors Audit committee<br />
Held Attended Held Attended<br />
Allan Campbell 12 12 — —<br />
Ian Stuart-Robertson 12 11 — —<br />
Andrew Lukas 12 6 — —<br />
Martin Green 12 12 2 2<br />
Garry O’Meally 12 12 2 2<br />
Corporate governance statement<br />
The Board of directors is responsible for the corporate governance of the<br />
<strong>Group</strong>. This statement outlines the main corporate governance practices.<br />
Unless otherwise stated, these practices were in place for the entire year.<br />
Board of directors<br />
The directors of the Company are accountable to shareholders for the<br />
proper management of the business and affairs of the Company.<br />
The key responsibilities of the Board are to:<br />
• establish and monitor the corporate strategies of the Company;<br />
• ensure proper corporate governance;<br />
• monitor the performance of management;<br />
• ensure that appropriate risk management systems, internal controls,<br />
<strong>report</strong>ing systems and compliance frameworks are in place and<br />
operating effectively;<br />
• monitor financial results;<br />
• approve decisions concerning investments, acquisitions and dividends;<br />
and<br />
• comply with <strong>report</strong>ing and other requirements of the law.<br />
The Board’s role and responsibilities are documented in a written Board<br />
charter.<br />
Composition of the Board<br />
The constitution of the Company requires between three and ten directors.<br />
Currently there are five with a majority non-executives.<br />
Directors are appointed for their industry-specific expertise and<br />
commercial acumen. The Board believes that all the directors can make,<br />
and do make, quality and independent judgements in the best interests<br />
of the Company. While the chairman is also the chief executive officer, his<br />
contribution to the Company is considered vital to direct the strategy of<br />
the Company as well as its management. The directors are able to obtain<br />
independent advice at the expense of the Company.<br />
There is no nomination committee. Instead, the Board assesses the<br />
performance of individual directors and the Board as a whole.<br />
Ethical and responsible decision making<br />
The Company has a code of conduct to guide the directors and key<br />
executives. It includes disclosure of conflicts of interest and use of<br />
information not otherwise publicly known or available. Any director with<br />
an interest in matters being considered by the Board must take no part in<br />
decisions relating to those matters.<br />
Trading in Company securities<br />
The Company has a share trading policy prohibiting directors, senior<br />
management and their associates from trading in the Company’s securities<br />
other than in certain nominated periods (between two and thirty days<br />
following the release of the half yearly and <strong>annual</strong> results and the <strong>annual</strong><br />
general meeting) and at such other times as the Board permits. Such<br />
persons must obtain prior approval before conducting any trade.<br />
Integrity in financial <strong>report</strong>ing<br />
The Board has established an audit committee which provides assistance<br />
to the Board in fulfilling its corporate governance and oversight<br />
responsibilities in relation to the Company’s financial <strong>report</strong>ing, internal<br />
control systems, risk management systems, regulatory compliance and<br />
external audit.<br />
The committee must have at least two members. All members must<br />
be independent non-executive directors. At least one member must have<br />
financial expertise and some members shall have an understanding of the<br />
industry in which the Company operates.<br />
The principal roles of the committee are to:<br />
• assess whether the accounting methods and statutory <strong>report</strong>ing<br />
applied by management are consistent and comply with accounting<br />
standards and applicable laws and regulations;<br />
• make recommendations on the appointment of the external auditors,<br />
assess their performance and independence and ensure that<br />
management responds to audit findings and recommendations;<br />
• discuss the adequacy and effectiveness of the Company’s internal<br />
control systems and policies to assess and manage business risks and<br />
its legal and regulatory compliance programmes; and<br />
• ensure effective monitoring of the Company’s compliance with its<br />
codes of conduct and Board policy statements.<br />
The audit committee meets with the external auditors at least twice a year.<br />
The committee is authorised to seek information from any employee or<br />
external party and obtain legal or other professional advice.<br />
Timely and balanced disclosure<br />
The Company has established policies and procedures designed to<br />
ensure compliance with Australian Securities Exchange (ASX) listing rules<br />
disclosure requirements so that investors have equal and timely access to<br />
all material information. The Company also posts all information disclosed<br />
to the ASX on its website.<br />
Clear communication with shareholders<br />
The Company has a communications strategy to promote effective<br />
communication with shareholders. The company secretary has been<br />
nominated as the person responsible for communications with the<br />
ASX. This role includes responsibility for ensuring compliance with the<br />
continuous disclosure requirements in the ASX listing rules.<br />
Risk identification and management<br />
The Board has established policies on risk management. The systems of<br />
internal financial controls have been determined by senior management<br />
and are designed to provide reasonable but not absolute protection<br />
against fraud, material mis-statement or loss. The chief executive officer<br />
and chief financial officer provide representation to the audit committee<br />
and the Board on the risk management, compliance and control systems<br />
for the <strong>Group</strong>.<br />
a year of milestones 19
Encourage enhanced performance<br />
The performance of committees, individual directors and key executives<br />
is evaluated regularly by the Board.<br />
There has been no formal performance evaluation of the Board,<br />
directors or committees during the <strong>report</strong>ing period. The Board informally<br />
evaluates its performance and that of the individual directors and<br />
committees on a regular basis. The Board believes that the individuals<br />
on the Board have made quality and independent judgements in the best<br />
interests of the Company on all relevant issues during the <strong>report</strong>ing period.<br />
There has been a formal performance evaluation of all key executives<br />
(other than the executive directors) during the <strong>report</strong>ing period.<br />
Recognise the interests of all stakeholders<br />
The Company has established various codes of conduct to guide<br />
compliance with legal and other obligations to stakeholders and<br />
the community at large. These include ethical and work standards,<br />
employment practices including occupational health and safety<br />
and employment opportunities, and environmental protection. The<br />
Company’s compliance and that of its employees is monitored through<br />
internal review.<br />
Principal activities<br />
<strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> is a diversified infrastructure and mining services and<br />
construction group specialising in providing services to the water and<br />
wastewater, oil and gas, resources and property sectors.<br />
The <strong>Group</strong> has in excess of 1,100 employees and a client base<br />
principally comprising State and local governments and major<br />
corporations.<br />
The <strong>Group</strong> is structured into three principal business segments:<br />
Drilling: Australia’s foremost provider of drilling services to the coal<br />
and coal seam gas industries for the degasification of coal mines and the<br />
recovery and commercialisation of coal seam gas and associated services.<br />
The <strong>Group</strong> is also the market leader in the trenchless installation of<br />
conduits and pipes using horizontal directional drilling.<br />
Pipelines: Australia’s market-leading provider for the engineering and<br />
installation of pipelines including hydrostatic testing.<br />
Construction and infrastructure: provision of construction and<br />
civil engineering services together with facilities management.<br />
Review and results of operations<br />
Overview of the consolidated entity<br />
The consolidated entity recorded a net profit of $13,468,000 (<strong>2007</strong>:<br />
$6,396,000). A summary of the results is set out in the following table:<br />
Summary of financial results<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
Total revenue 424,301 216,369<br />
EBITDA 37,412 14,907<br />
EBIT 25,961 5,941<br />
Profit before tax 20,4<strong>08</strong> 4,178<br />
Net profit attributable to members 13,468 6,396<br />
Total assets 229,899 150,948<br />
Net assets 65,160 30,438<br />
Basic earnings per share 24.5¢ 11.9¢<br />
Divisional performance<br />
Contributions from the business divisions were as follows:<br />
Revenue<br />
$’000<br />
EBITDA<br />
$’000<br />
Margin<br />
%<br />
20<strong>08</strong><br />
Drilling 88,417 18,<strong>08</strong>2 20.4<br />
Pipelines 218,538 19,977 9.1<br />
Construction and infrastructure 117,346 3,202 2.7<br />
<strong>2007</strong><br />
Drilling 67,625 14,601 21.6<br />
Pipelines 73,219 4,322 5.9<br />
Construction and infrastructure 75,525 543 0.7<br />
The <strong>Group</strong>’s business focus as an integrated service provider focusing<br />
principally on the resources, water and wastewater and oil and gas<br />
industries resulted in a substantial increase in revenue and earnings as<br />
all of these sectors are experiencing increased capital expenditure. In<br />
particular, <strong>Lucas</strong>’ integrated and complementary service offering across<br />
all of drilling, pipelines and infrastructure has compounded the growth<br />
opportunities in each of these divisions.<br />
Australia’s continuing drought has led to many Federal and State<br />
initiatives to preserve Australia’s scarce water resources and ensure<br />
adequate water supply. <strong>AJ</strong> <strong>Lucas</strong> has benefited from this by the installation<br />
of water pipelines and related civil works.<br />
Similarly, environmental initiatives to reduce green house gas<br />
emissions together with record energy prices, has driven the demand for<br />
alternative energy sources. In Australia, with its abundant coal reserves,<br />
this has encouraged the commercialisation of coal seam gas (CSG).<br />
<strong>Lucas</strong>’ proprietorial drilling technology has been a major contributor to<br />
the CSG industry commercialisation by developing techniques to enhance<br />
gas recovery. The <strong>Group</strong>’s “surface to in-seam” drilling capability is now able<br />
to drill up to 2.8 km in length with plans to increase this to up to 4 km.<br />
Drilling<br />
The <strong>Group</strong>’s drilling focus on the coal and coal seam gas industries<br />
resulted in strong growth with revenue increasing by 30.7% to $88.4<br />
million (<strong>2007</strong>: $67.6 million). While operating margins improved,<br />
reflecting market conditions and the <strong>Group</strong>’s industry leadership in the<br />
provision of these drilling services, the net divisional result declined due<br />
to significant legal fees and dispute resolution costs incurred in respect<br />
of the DrillTec and Minerva disputes. Both of these matters, relating to<br />
contracts undertaken many years ago, were substantially resolved either<br />
during the year or since balance date and such costs are not expected to<br />
occur in future years. The result was also impacted by approximately $1.1<br />
million due to work interruptions caused by unseasonal heavy rainfall in<br />
Queensland at the beginning of the calendar year.<br />
Pipelines<br />
The pipeline division experienced increased demand for its services<br />
during the year with revenue increasing by 198.5% to $218.5 million<br />
(<strong>2007</strong>: $73.2 million). The Western Corridor project ($129 million) in<br />
Brisbane accounted for most of the revenue with the Brooklyn to Lara<br />
gas pipeline in Victoria and the Bonaparte pipeline in Northern Territory<br />
responsible for much of the balance.<br />
Margins also improved, however still fell short of what was expected<br />
due to difficult ground conditions being encountered on the Brooklyn<br />
to Lara project. Additional costs incurred here together with extra<br />
provisions provided for the <strong>Group</strong>’s New Caledonia based project at<br />
Goro Nickel completed early in the financial year, significantly impacted<br />
the expected margin.<br />
20 LUCAS group
The <strong>Group</strong> has now appointed a number of additional senior<br />
management personnel and acquired extra specialised equipment, both of<br />
which are expected to bolster the performance of this division in the future.<br />
Construction and infrastructure<br />
Turnover within the construction and infrastructure division increased<br />
55.4% to $117.3 million (<strong>2007</strong>: $75.5 million). Margins improved but<br />
remained disappointingly low although this was partly due to legal fees<br />
incurred in claims made in respect of the purchase of the Mace business<br />
completed several years ago. These have now been agreed and settled.<br />
The business is now being repositioned to pursue projects where higher<br />
margins are obtainable as well as an increased focus on public civil<br />
infrastructure, particularly in water and wastewater, where clients require<br />
specialised engineering knowledge and techniques, as well as project<br />
management skills.<br />
Coal Seam Gas assets<br />
The <strong>Lucas</strong> portfolio of coal seam gas assets underwent significant change<br />
during the year as shown by the following:<br />
• Initial reserves certification received at PEL285 in the Gloucester<br />
Basin amounting to 170.2 Bscf (approximately 176 PJ of proven plus<br />
probable (2P) gas reserves and 359.2 Bscf (3P) reserves. Certified total<br />
recoverable gas, including contingent resources of 166.2 Bscf, currently<br />
amounts to 525 Bscf;<br />
• Acquisition of a 17.1% shareholding in Sydney Gas Limited (SGL);<br />
• Initial reserves certification received at ATP651 in the Surat Basin held<br />
in conjunction with Queensland Gas Company Limited and BG Limited;<br />
• Investment of $2.9 million in a 60% shareholding in Arawn Energy<br />
Limited, a coal seam gas exploration company located in British Columbia<br />
in Canada;<br />
• Investment of $0.75 million in Cuadrilla Resources Limited.<br />
<strong>Lucas</strong> has high expectations of its investment in SGL given its knowledge<br />
of the Sydney Basin gained from its extensive drilling experience in the<br />
Hunter Valley. <strong>Lucas</strong> has executed both a Drilling Services Agreement and a<br />
Technical Services Agreement with SGL and is assisting in the development<br />
of a drilling programme to accelerate the exploration activities being<br />
undertaken by SGL. Since year end, <strong>Lucas</strong> has increased its shareholding in<br />
SGL to 19.9%.<br />
At Gloucester Basin, exploration activity continues with a number of<br />
pilot production wells now in testing with gas flow rates recently averaging<br />
in excess of 1 million cubic feet per day. The project has been awarded<br />
Major Project Status in New South Wales and commercialisation initiatives<br />
are well underway, including work on a pipeline to Hexham. <strong>Lucas</strong> expects<br />
to be shipping gas to market by end 2009/beginning 2010.<br />
The <strong>Lucas</strong> <strong>Group</strong> also expanded its exploration activities in<br />
unconventional hydrocarbons overseas to Canada and Europe, through<br />
its investments in Arawn Energy and Cuadrilla Resources. The <strong>Group</strong> has<br />
a very positive view on the prospects for unconventional hydrocarbons,<br />
particularly shale gas in Europe and, to this end, has taken formative steps<br />
to position itself in this sector.<br />
Investments for future performance<br />
The consolidated entity acquired plant and equipment totalling<br />
$34,818,000 (<strong>2007</strong>: $15,810,000) during the year including<br />
$11,221,000 from the purchase of the Capricorn Weston Drilling <strong>Group</strong>.<br />
The capital expenditure largely reflects substantial investment in additional<br />
capacity to sustain the rapid growth of the <strong>Group</strong>’s drilling and pipeline<br />
activities.<br />
In August 20<strong>08</strong>, the <strong>Group</strong> completed the acquisition of Mitchell<br />
Drilling for a purchase consideration of $150 million. Mitchell Drilling<br />
is the largest specialist drilling company for the coal seam gas industry<br />
in Queensland and complements <strong>Lucas</strong> Drilling’s coal seam gas market<br />
position in New South Wales. The combined entity has 88 rigs making the<br />
<strong>Group</strong> the largest provider of drilling services to the coal and coal seam<br />
gas industries in Australia.<br />
Review of financial condition<br />
Capital structure<br />
The Company’s capital structure is managed in a manner to maximise<br />
the return to shareholders subject to consideration of the financing risk<br />
of the business and the cash flows generated from operations. No shares<br />
were issued by the Company during the year other than arising from<br />
the conversion of convertible notes, the exercise of management rights,<br />
and deferred consideration for the acquisition of McDermott Drilling Pty<br />
Limited.<br />
Subsequent to year end, the Company has purchased the business of<br />
Mitchell Drilling for $150 million. This was funded out of an institutional<br />
placement of $29.15 million, a $15 million equity placement to the<br />
vendor, deferred consideration of $15 million and the balance from bank<br />
borrowings. At the same time, all of the <strong>Group</strong>’s borrowing facilities were<br />
renegotiated and their terms extended.<br />
Cash flows from operations<br />
Net cash flow generated from operations during the year amounted to<br />
$50,070,000, a 420% increase over the previous year (<strong>2007</strong>: $9,602,000).<br />
The increased cash flow reflects the change in business mix to a greater<br />
proportion of higher margin drilling work and the growth in <strong>Group</strong><br />
consolidated revenue.<br />
Impact of legislation and other external<br />
requirements<br />
There were no changes in environmental or other legislative requirements<br />
during the year that have significantly impacted the results or operations<br />
of the <strong>Group</strong>.<br />
Dividends<br />
Dividends paid or declared by the Company since the end of the previous<br />
year were:<br />
Declared and paid during the year 20<strong>08</strong><br />
Cents<br />
per share<br />
Total amount<br />
$’000<br />
Franked/<br />
unfranked<br />
Date of<br />
payment<br />
Final <strong>2007</strong> 2.5 1,362 100% franked 28 Sept <strong>2007</strong><br />
Interim 20<strong>08</strong> 3.5 1,911 100% franked 28 Mar 20<strong>08</strong><br />
3,273<br />
Declared after end of year<br />
After the balance sheet date, the directors have declared a 20<strong>08</strong> final<br />
ordinary dividend as follows:<br />
Cents Total amount Franked/ Date of<br />
per share $’000 unfranked payment<br />
4.5 3,038 15% franked 29 Sept 20<strong>08</strong><br />
The financial effect of this dividend has not been brought to account<br />
in the financial statements for the year ending 30 June 20<strong>08</strong> and will be<br />
recognised in the 2009 financial <strong>report</strong>.<br />
State of affairs<br />
In the opinion of the Directors, there were no significant changes in the state<br />
of affairs of the <strong>Group</strong> during the financial year under review.<br />
a year of milestones 21
Environmental regulations<br />
and native title<br />
As infrastructure engineers, meeting stringent environmental and land<br />
use regulations, including native title issues, are an important element<br />
of our work. <strong>Lucas</strong> is committed to identifying environmental risks and<br />
engineering solutions to avoid, minimise or mitigate them. We work<br />
closely with all levels of government, landholders, Aboriginal land<br />
councils and other bodies to ensure our activities have minimal or no<br />
effect on land use and areas of environmental, archaeological or cultural<br />
importance. One of the key benefits of directional drilling is its ability to<br />
avoid or substantially mitigate environmental impact.<br />
<strong>Group</strong> policy requires all operations to be conducted in a manner that<br />
will preserve and protect the environment.<br />
At PEL285 in the Gloucester Basin, the <strong>Group</strong> holds together with its<br />
joint venture partner, two bore licence certificates under the Water Act<br />
1912, for the drainage of water from the production wells.<br />
The directors are not aware of any significant environmental incidents, or<br />
breaches of environmental regulations during or since the end of the year.<br />
Events subsequent to <strong>report</strong>ing date<br />
On 23 July 20<strong>08</strong>, the Company purchased the business of Mitchell<br />
Drilling, the largest specialist drilling company for the coal seam gas<br />
industry in Queensland. The purchase price of $150 million was funded<br />
by a $15 million equity placement to the vendor, with the balance out<br />
of an equity placement to institutional shareholders of $29.15 million,<br />
deferred consideration of $15 million and increased borrowing facilities.<br />
At the same time, the <strong>Group</strong>’s bank facilities have been renegotiated and<br />
their terms extended.<br />
Subsequent to year-end, the directors have declared a final ordinary<br />
dividend of 4.5¢ per share, franked to 15%.<br />
Other than these matters, there has not arisen in the interval between<br />
the end of the financial year and the date of this <strong>report</strong> any item,<br />
transaction or event of a material or unusual nature likely, in the opinion<br />
of the directors of the Company, to affect significantly the operations of the<br />
<strong>Group</strong>, the results of those operations, or the state of affairs of the <strong>Group</strong>,<br />
in future financial years.<br />
Likely developments<br />
The <strong>Group</strong> has successfully established itself as the leading service<br />
provider in each of its chosen activities. Its strategy of being an integrated<br />
service provider to the resources water and wastewater, oil and gas<br />
and property sectors presents many opportunities to leverage its service<br />
offering.<br />
The coal seam gas industry is expected to experience significant growth<br />
in preparation for the proposed export of LNG through Gladstone, <strong>AJ</strong> <strong>Lucas</strong><br />
is the only company with the full service capability to provide technical<br />
services, drilling and management services, well head completions,<br />
work overs, well services, gas gathering systems through to pipelines to<br />
market. This gives the <strong>Group</strong> a significant strategic advantage over all its<br />
competitors. The acquisition of Mitchell Drilling strengthens this capability<br />
through adding additional capacity, customer contacts, drilling expertise<br />
and management depth. The <strong>Group</strong> will continue to invest in additional<br />
plant and equipment to provide it with the extra capacity to service the<br />
expected increase in demand from the coal seam gas producers.<br />
The complementary nature of the <strong>Group</strong>’s activities will also be<br />
drawn upon to undertake civil works for the infrastructure works<br />
to be undertaken by the pipeline division. Partnering with selected<br />
entities through joint ventures and alliances, and the development and<br />
application of innovative technology and practices, are expected to create<br />
opportunities to apply the <strong>Group</strong>’s civil works expertise.<br />
The <strong>Group</strong> also intends to restructure its coal seam gas interests to<br />
provide investor transparency to their underlying value. The form of this<br />
restructuring is yet to be determined but will relieve the <strong>Group</strong> of any<br />
direct funding obligation, in particular in respect to Gloucester Basin, as<br />
the investment projects move into their commercialisation stage.<br />
The <strong>Group</strong> will however, continue to investigate direct investment<br />
opportunities in the water and wastewater sectors, initially based on the<br />
water being produced from the dewatering of coal seam gas properties<br />
where the <strong>Group</strong> is drilling. The <strong>Group</strong> will also pursue investment<br />
opportunities in unconventional hydrocarbons (shale gas), sustainable<br />
energies (geothermal and tidal) and other technologies being developed to<br />
reduce green house gas emissions by carbon geosequestration.<br />
Further information about likely developments in the operations of the<br />
<strong>Group</strong> and the expected results of those operations in future financial years<br />
has not been included in this <strong>report</strong> because disclosure of the information<br />
would be likely to result in unreasonable prejudice to the <strong>Group</strong>.<br />
Other Disclosures<br />
Unissued shares under rights or options<br />
At the date of this <strong>report</strong>, unissued shares of the Company under rights or<br />
options are:<br />
Expiry date Exercise price Number of shares<br />
28 May 2009 — 24,000<br />
30 June 2010 — 369,183<br />
30 June 2010 — 369,183<br />
26 November 2011 $1.10 550,000<br />
31 August 2012 — 1,119,063<br />
23 November 2012 $2.11 250,000<br />
All rights and options expire on the earlier of their expiry date, termination<br />
of the employee’s employment and cessation of the officer’s service.<br />
The rights or options do not entitle the holders to participate in any<br />
share issue of the Company.<br />
Shares issued on exercise of rights<br />
During or since the end of the financial year, the Company issued ordinary<br />
shares as result of the exercise of rights:<br />
Number of shares<br />
Amount paid<br />
on each share<br />
474,333 $Nil<br />
There were no amounts unpaid on the shares issued.<br />
Directors’ shareholdings<br />
and other interests<br />
The relevant interest of each director and their director-related entities in<br />
the shares and options over shares issued by the Company, as notified<br />
by the directors to the Australian Securities Exchange in accordance with<br />
Section 205G(1) of the Corporations Act 2001, at the date of this <strong>report</strong><br />
are:<br />
Options issued under<br />
Management<br />
Ordinary Shares<br />
Rights Plan<br />
Allan Campbell 10,140,<strong>08</strong>3 360,000<br />
Ian Stuart-Robertson 1,386,750 220,000<br />
Andrew Lukas 6,204,833 220,000<br />
Martin Green 125,000 —<br />
Garry O’Meally 219,180 —<br />
22 LUCAS group
Indemnification and insurance<br />
of officers and auditors<br />
Indemnification<br />
The Company has agreed to indemnify all directors and officers of the<br />
Company against all liabilities including expenses to another person or<br />
entity (other than the Company or a related body corporate) that may arise<br />
from their position as directors or officers of the <strong>Group</strong>, except where the<br />
liability arises out of conduct involving a lack of good faith.<br />
No indemnity has been provided to the auditors of the Company.<br />
Insurance premiums<br />
Since the end of the previous financial year, the Company has paid premiums<br />
in respect of Directors’ and Officers’ liability and legal expenses insurance<br />
contracts for the year ended 30 June 20<strong>08</strong> and, since the end of the<br />
financial year, the Company has paid or agreed to pay premiums in respect<br />
of Directors’ and Officers’ insurance for the year ending 30 June 2009.<br />
Non-audit services<br />
During the year, KPMG, the Company’s auditor, has performed certain<br />
other services in addition to their statutory duties.<br />
The Board has considered the non-audit services provided during the<br />
year by the auditor and in accordance with written advice provided by<br />
resolution of the audit committee, is satisfied that the provision of those<br />
non-audit services during the year by the auditor is compatible with,<br />
and did not compromise, the auditor independence requirements of the<br />
Corporations Act 2001 for the following reasons:<br />
• all non-audit services were subject to the corporate governance<br />
procedures adopted by the Company and have been reviewed by<br />
the audit committee to ensure they do not impact the integrity and<br />
objectivity of the auditor; and<br />
• the non-audit services provided do not undermine the general<br />
principles relating to auditor independence as set out in APES 110<br />
‘Code of Ethics for Professional Accountants’, as they did not involve<br />
reviewing or auditing the auditor’s own work, acting in a management<br />
or decision-making capacity for the Company, acting as an advocate<br />
for the Company or jointly sharing risks and rewards.<br />
Payments to the auditor of the Company, KPMG, and its related practices for<br />
non-audit services provided during the year, as set out in note 5 in the notes<br />
to the financial statements, amounted to $353,701 (<strong>2007</strong>: $92,939).<br />
Lead auditor’s independence declaration<br />
The Lead auditor’s independence declaration is set out on page 29 and forms<br />
part of the Directors’ Report for the financial year ended 30 June 20<strong>08</strong>.<br />
Rounding off<br />
The Company is of a kind referred to in ASIC 98/100 dated 10 July 1998<br />
and, in accordance with that Class Order, amounts in the Directors’ Report<br />
and the financial <strong>report</strong> are rounded off to the nearest thousand dollars,<br />
unless otherwise stated.<br />
Remuneration <strong>report</strong> - audited<br />
This remuneration <strong>report</strong>, which forms part of the Directors’ Report,<br />
outlines the remuneration policy for directors and senior management of<br />
the Company and the <strong>Group</strong>.<br />
Remuneration philosophy<br />
The key principle of the Company’s executive remuneration policy is<br />
to set remuneration at a level that will attract and retain qualified and<br />
experienced personnel and motivate and reward them to achieve strategic<br />
objectives and improve business results.<br />
Remuneration is structured to reward employees for increasing<br />
shareholder value. This is achieved by providing a fixed remuneration<br />
component together with short and long term performance-based<br />
incentives.<br />
Through creating goal congruence between directors, executives and<br />
shareholders, it is hoped to maximise shareholder value.<br />
<strong>AJ</strong> <strong>Lucas</strong> aims to set fixed <strong>annual</strong> remuneration at market median<br />
levels for jobs of comparable size and responsibility using established job<br />
evaluation methods and to provide incentives to enable top performers<br />
to be remunerated at the upper end of the market, subject always to the<br />
performance of the <strong>Group</strong>.<br />
The aim of the incentive plans is to drive performance to successfully<br />
implement <strong>annual</strong> business plans and increase shareholder value.<br />
The remuneration for executives and staff is reviewed <strong>annual</strong>ly,<br />
using a formal performance appraisal process and market data derived<br />
from independent surveys of people with similar competencies and<br />
responsibilities.<br />
Remuneration structure<br />
Remuneration packages include a mix of fixed and variable remuneration<br />
and short and long-term incentives.<br />
Fixed remuneration<br />
Fixed remuneration consists of base remuneration which is calculated<br />
on a total cost basis and includes any fringe benefit tax charges related<br />
to employee benefits including motor vehicles as well as employer<br />
contributions to superannuation.<br />
Incentive based remuneration<br />
Incentive based remuneration includes short-term and long-term incentives<br />
and is designed to reward executive directors and senior executives for<br />
meeting or exceeding their financial objectives.<br />
All incentive remuneration is subject to the <strong>Group</strong> achieving certain<br />
performance criteria including most importantly a minimum level of profit.<br />
Subject to these performance criteria being met, the short-term incentives<br />
(STI) may be received as cash or ordinary shares in the Company subject to<br />
a minimum percentage being taken in shares. The STI shares vest in equal<br />
tranches at the end of each of the first and second year after being granted.<br />
The long-term incentive (LTI) is only available to be taken in ordinary<br />
shares and vests after three years subject to the recipient still being<br />
employed by the <strong>Group</strong> at that time.<br />
Relationship of remuneration<br />
to company performance<br />
In considering the <strong>Group</strong>’s performance and benefits for shareholder<br />
wealth, executive management has regard to the following indices in<br />
respect of the current financial year and the previous two financial years.<br />
30 Jun 20<strong>08</strong> 30 Jun <strong>2007</strong> 30 Jun 2006<br />
Revenue ($’000) $424,301 $216,369 $171,232<br />
Net profit attributable<br />
to equity holders of the $13,468 $6,396 $3,030<br />
Company ($’000)<br />
Earnings per share 24.5¢ 11.9¢ 5.9¢<br />
Dividend per share 6.0¢ 0.0¢ 0.0¢<br />
Share price at balance date $6.27 $2.00 $0.87<br />
Share price appreciation 314% 230% (32.6)%<br />
The overall level of key management personnel compensation takes into<br />
account the performance of the <strong>Group</strong> over a number of years. Over the<br />
past four years, the <strong>Group</strong>’s profit from ordinary activity after income tax<br />
has grown at an average rate per annum of over 79%. During the same<br />
period, the average increase in key management’s compensation has<br />
grown by approximately 12% per annum.<br />
a year of milestones 23
Details of the nature and amount of each major element of remuneration of each director of the Company and each of the five named highest paid<br />
executives of the Company and <strong>Group</strong> and other key management personnel are as per the table set out below:<br />
Salary/<br />
fees<br />
$<br />
Short-term<br />
Cash<br />
Bonus<br />
$<br />
Non-monetary<br />
benefits (1)<br />
Total<br />
$<br />
Post<br />
employment<br />
Superannuation<br />
benefits<br />
$<br />
Share based<br />
payments<br />
Value of options<br />
and rights (2)<br />
$<br />
$<br />
Executive directors<br />
20<strong>08</strong> 425,000 — — 425,000 — 58,483<br />
Allan Campbell<br />
<strong>2007</strong> 393,883 — — 393,883 — 12,476<br />
20<strong>08</strong> 336,711 — — 336,711 20,271 36,455<br />
Ian Stuart-Robertson<br />
<strong>2007</strong> 252,554 — 12,138 264,692 20,271 7,486<br />
Non-executive directors<br />
20<strong>08</strong> 172,915 — 23,972 196,887 12,176 36,455<br />
Andrew Lukas (3) <strong>2007</strong> 254,255 — 4,440 258,695 21,345 7,486<br />
20<strong>08</strong> 45,000 — — 45,000 — —<br />
Martin Green<br />
<strong>2007</strong> 45,000 — — 45,000 — 40,500<br />
20<strong>08</strong> 45,000 — — 45,000 — —<br />
Garry O’Meally<br />
<strong>2007</strong> 45,000 — — 45,000 — 40,500<br />
Executive officers<br />
Ian Redfern<br />
20<strong>08</strong> 303,183 — — 303,183 26,143 132,823<br />
General Manager Construction <strong>2007</strong> 249,327 — 5,693 255,020 12,686 10,000<br />
Kevin Lester<br />
20<strong>08</strong> 286,020 — 24,021 310,041 19,782 85,674<br />
General Manager Pipelines<br />
<strong>2007</strong> 268,665 111,167 968 380,800 18,620 —<br />
Mark Summergreene (4) 20<strong>08</strong> 232,737 — — 232,737 21,906 78,822<br />
Chief Financial Officer <strong>2007</strong> 219,914 37,381 6,629 263,924 16,503 —<br />
Brian Burden<br />
20<strong>08</strong> 228,211 — — 228,211 18,021 77,1<strong>08</strong><br />
Chief Estimator<br />
<strong>2007</strong> 203,252 — 2,257 205,509 17,062 —<br />
Brett Tredinnick 20<strong>08</strong> 199,057 — 7,978 207,035 17,810 70,185<br />
General Manager, Drilling<br />
Mark Tonkin<br />
General Manager<br />
Former<br />
Tim Herlihy (4)<br />
Chief Financial Officer<br />
20<strong>08</strong> 218,548 — — 218,548 17,223 50,341<br />
<strong>2007</strong> 181,355 — 1,844 183,199 16,200 —<br />
<strong>2007</strong> 104,415 — 20,261 124,676 10,000 —<br />
Other benefits<br />
The remuneration policy provides that directors and senior executives may<br />
obtain loans from the <strong>Group</strong>. All such loans are made at commercial rates<br />
and therefore do not represent a benefit to the recipient or attract fringe<br />
benefit tax. No loan amounts have been written down as the balances are<br />
considered fully collectible.<br />
Service agreements<br />
All executive directors and senior executives are employed under a<br />
standard <strong>AJ</strong> <strong>Lucas</strong> contract. The service contract outlines the components<br />
of remuneration but does not prescribe how remunerations levels are<br />
modified year to year. Remuneration levels are reviewed every year to<br />
take into account cost of living changes, any change in the scope of the<br />
role performed and any changes required to meet the principles of the<br />
remuneration policy.<br />
The service contracts are unlimited in term. All contracts can be<br />
terminated without notice by the Company with compensation, if any,<br />
payable to the employee in accordance with the law or by negotiated<br />
agreement.<br />
Non-executive directors<br />
The remuneration of the non-executive directors, currently each $45,000<br />
per annum, is determined by the Board within the aggregate amount<br />
approved by shareholders. No additional remuneration is paid for serving<br />
on any sub-committee of the Board.<br />
In recognition that the amount of the individual fees paid to nonexecutive<br />
directors is less than generally paid to persons in such roles in<br />
comparable sized companies, the Company has in the past periodically<br />
awarded them shares under its Deferred Share Plan. Such shares vest from<br />
the date of issue but cannot be disposed of until the earlier of 10 years<br />
from the date of issue or the date their service with <strong>AJ</strong> <strong>Lucas</strong> ceases.<br />
24 LUCAS group
Total<br />
$<br />
Proportion of<br />
remuneration<br />
performance<br />
related<br />
%<br />
Value of options<br />
and rights as<br />
proportion of<br />
remuneration<br />
%<br />
483,483 — 12.1<br />
406,359 — 3.1<br />
393,437 — 9.3<br />
292,449 — 2.6<br />
245,518 14.8<br />
287,526 — 2.6<br />
45,000 — —<br />
85,500 — 47.4<br />
45,000 — —<br />
85,500 — 47.4<br />
462,149 21.8 28.7<br />
277,706 — 3.6<br />
415,498 14.6 20.6<br />
399,420 27.8 —<br />
333,465 16.7 23.6<br />
280,427 13.3 —<br />
323,340 16.7 23.7<br />
222,571 — —<br />
295,030 16.8 23.8<br />
286,112 11.1 17.6<br />
199,399 — —<br />
Amounts disclosed for remuneration of key management persons exclude insurance<br />
premiums of $18,595 (<strong>2007</strong>: $22,884) paid by the <strong>Group</strong> in respect of directors’<br />
and officers’ liability insurance contracts which cover current and former directors and<br />
officers of the Company and its controlled entities, This amount has not been allocated<br />
to the individuals covered by the insurance policy as the directors believe that no<br />
reasonable basis for such allocation exists.<br />
(1) Non-monetary benefits comprise benefits subject to FBT.<br />
(2) The fair value of the options has been calculated using a Black-Scholes pricing<br />
model and allocated to each <strong>report</strong>ing period evenly over the period from grant<br />
date to vesting date. The value disclosed is the portion of the fair value of the rights<br />
allocated to this <strong>report</strong>ing period.<br />
The following factors and assumptions were used in determining the fair value of<br />
options and rights issued during the year on grant date:<br />
Grant date 24 Nov 2006 31 Aug <strong>2007</strong> 23 Nov <strong>2007</strong><br />
Expiry date 24 Nov 2011 31 Aug 2012 23 Nov 2012<br />
Share price on grant date $1.<strong>08</strong> $2.11 $3.40<br />
Exercise price $1.10 — $2.11<br />
Volatility 44% 49% - 56% 51%<br />
Risk free interest rate 5.7% 6.2% - 6.3% 6.4%<br />
Dividend yield 4.8% 2.8% 2.2%<br />
Fair value per options or rights $0.25 $1.88 - $2.05 $1.70<br />
(3) Mr Lukas ceased to serve as an executive of the Company on 19 March 20<strong>08</strong> and<br />
became a non-executive director from that date.<br />
(4) Mr Herlihy resigned on 31 December 2006.<br />
Mr Summergreene was appointed Chief Financial Officer in his place from<br />
1 January <strong>2007</strong>.<br />
134,676 — —<br />
a year of milestones 25
Rights and options over equity instruments granted as compensation<br />
Details of rights and options that were granted to each key management person that vested during the <strong>report</strong>ing period are as follows:<br />
Number of<br />
options or<br />
rights granted<br />
during 20<strong>08</strong><br />
Fair value<br />
per option or<br />
right at<br />
grant date<br />
$<br />
Exercise price<br />
per option<br />
or right<br />
$ Expiry date<br />
Number of<br />
options or rights<br />
vested during<br />
20<strong>08</strong><br />
Grant date<br />
Directors<br />
AS Campbell 23 Nov <strong>2007</strong> 110,000 1.70 2.11 23 Nov 2012 110,000<br />
I Stuart-Robertson 23 Nov <strong>2007</strong> 70,000 1.70 2.11 23 Nov 2012 70,000<br />
<strong>AJ</strong> Lukas 23 Nov <strong>2007</strong> 70,000 1.70 2.11 23 Nov 2012 70,000<br />
Executives<br />
I Redfern 31 Aug <strong>2007</strong> 34,239 2.05 — 30 Jun 2010 34,239<br />
31 Aug <strong>2007</strong> 34,239 1.97 — 30 Jun 2011 —<br />
31 Aug <strong>2007</strong> 61,333 1.88 — 31 Aug 2012 —<br />
K Lester 31 Aug <strong>2007</strong> 20,543 2.05 — 30 Jun 2010 20,543<br />
31 Aug <strong>2007</strong> 20,543 1.97 — 30 Jun 2011 —<br />
31 Aug <strong>2007</strong> 48,271 1.88 — 31 Aug 2012 —<br />
M Summergreene 31 Aug <strong>2007</strong> 18,900 2.05 — 30 Jun 2010 18,900<br />
31 Aug <strong>2007</strong> 18,900 1.97 — 30 Jun 2011 —<br />
31 Aug <strong>2007</strong> 44,409 1.88 — 31 Aug 2012 —<br />
B Burden 31 Aug <strong>2007</strong> 18,489 2.05 — 30 Jun 2010 18,489<br />
31 Aug <strong>2007</strong> 18,489 1.97 — 30 Jun 2011 —<br />
31 Aug <strong>2007</strong> 43,444 1.88 — 31 Aug 2012 —<br />
B Tredinnick 31 Aug <strong>2007</strong> 16,829 2.05 — 30 Jun 2010 16,289<br />
31 Aug <strong>2007</strong> 16,829 1.97 — 30 Jun 2011 —<br />
31 Aug <strong>2007</strong> 39,544 1.88 — 31 Aug 2012 —<br />
M Tonkin 31 Aug <strong>2007</strong> 10,742 2.05 — 30 Jun 2010 10,742<br />
31 Aug <strong>2007</strong> 10,742 1.97 — 30 Jun 2011 —<br />
31 Aug <strong>2007</strong> 35,869 1.88 — 31 Aug 2012 —<br />
Number of<br />
options granted<br />
during <strong>2007</strong><br />
Fair value<br />
per option at<br />
grant date<br />
$<br />
Exercise price<br />
per options<br />
$ Expiry date<br />
Number of<br />
options vested<br />
during <strong>2007</strong><br />
Grant date<br />
Directors<br />
AS Campbell 24 Nov 2006 250,000 0.25 1.10 24 Nov 2011 —<br />
<strong>AJ</strong> Lukas 24 Nov 2006 150,000 0.25 1.10 24 Nov 2011 —<br />
I Stuart-Robertson 24 Nov 2006 150,000 0.25 1.10 24 Nov 2011 —<br />
During the financial year, 250,000 options over unissued ordinary shares in the Company were issued to the executive directors as approved by<br />
shareholders at the <strong>2007</strong> Annual General Meeting. These options vest immediately on grant but may not be exercised prior to the third anniversary of<br />
the grant date. No options or rights have been granted since the end of the financial year.<br />
Exercise of rights and options granted as compensation<br />
During the <strong>report</strong>ing period, the following shares were issued on the exercise of rights and options previously granted as compensation to key<br />
management persons:<br />
Number<br />
of shares<br />
20<strong>08</strong> <strong>2007</strong><br />
Amount paid Number<br />
$/share of shares<br />
Amount paid<br />
$/share<br />
Directors<br />
AS Campbell — — 83,333 —<br />
<strong>AJ</strong> Lukas — — 83,333 —<br />
Executives<br />
K Lester 180,000 — — —<br />
There are no amounts unpaid on the shares issued as a result of the exercise of the rights or options.<br />
26 LUCAS group
Analysis of share-based payments granted as remuneration<br />
Details of the vesting profile of the options and rights granted as remuneration to each director of the Company and each of the named executives is<br />
detailed below:<br />
Financial years<br />
Options and rights<br />
Forfeited in which<br />
granted<br />
Vested<br />
in options or Value yet to vest<br />
Directors<br />
Number Date in year<br />
%<br />
year 1<br />
%<br />
rights vest Min 2 $<br />
Max 3<br />
$<br />
AS Campbell 250,000 24 Nov 2006 — — 2010 — 1,292,500<br />
110,000 23 Nov <strong>2007</strong> 100 — 20<strong>08</strong> — —<br />
I Stuart-Robertson 150,000 24 Nov 2006 — — 2010 — 775,500<br />
70,000 23 Nov <strong>2007</strong> 100 — 20<strong>08</strong> — —<br />
<strong>AJ</strong> Lukas 150,000 24 Nov 2006 — — 2010 — 775,500<br />
70,000 23 Nov <strong>2007</strong> 100 — 20<strong>08</strong> — —<br />
Company and consolidated entity executives<br />
I Redfern 34,239 31 Aug <strong>2007</strong> 100 — 20<strong>08</strong> — —<br />
34,239 31 Aug <strong>2007</strong> — — 2009 — 214,679<br />
61,333 31 Aug <strong>2007</strong> — — 2010 — 384,558<br />
K Lester 20,543 31 Aug <strong>2007</strong> 100 — 20<strong>08</strong> — —<br />
20,543 31 Aug <strong>2007</strong> — — 2009 — 128,805<br />
48,271 31 Aug <strong>2007</strong> — — 2010 — 302,659<br />
M Summergreene 18,900 31 Aug <strong>2007</strong> 100 — 20<strong>08</strong> — —<br />
18,900 31 Aug <strong>2007</strong> — — 2009 — 118,503<br />
44,409 31 Aug <strong>2007</strong> — — 2010 — 278,444<br />
B Burden 18,489 31 Aug <strong>2007</strong> 100 — 20<strong>08</strong> — —<br />
18,489 31 Aug <strong>2007</strong> — — 2009 — 115,926<br />
43,444 31 Aug <strong>2007</strong> — — 2010 — 272,394<br />
B Tredinnick 16,829 31 Aug <strong>2007</strong> 100 — 20<strong>08</strong> — —<br />
16,829 31 Aug <strong>2007</strong> — — 2009 — 105,518<br />
39,544 31 Aug <strong>2007</strong> — — 2010 — 241,671<br />
M Tonkin 10,742 31 Aug <strong>2007</strong> 100 — 20<strong>08</strong> — —<br />
10,742 31 Aug <strong>2007</strong> — — 2009 — 67,352<br />
35,869 31 Aug <strong>2007</strong> — — 2010 — 224,899<br />
(1) The % forfeited in the year represents the reduction from the maximum number of options available to vest due to the performance hurdle not<br />
being achieved.<br />
(2) The minimum value of options and rights yet to vest is $nil as the performance criteria may not be met and consequently the right may not vest.<br />
(3) The maximum value of options and rights yet to vest is not determinable as it depends on the market price of shares of <strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> on the ASX<br />
on the date the option or rights is exercised. The maximum values presented above are based on the closing share price at 30 June 20<strong>08</strong> of $6.27<br />
less the exercise price.<br />
a year of milestones 27
Analysis of movements in options and rights<br />
The movement during the <strong>report</strong>ing period, by value, of options and rights over ordinary shares of the Company held by each Company director and<br />
each of the named executives is detailed below:<br />
(i)<br />
Granted<br />
in year<br />
$<br />
(ii)<br />
Value of<br />
options and rights<br />
exercised in year<br />
$<br />
(iii)<br />
Lapsed<br />
in year<br />
$<br />
Directors<br />
AS Campbell 187,000 — —<br />
I Stuart-Robertson 119,000 — —<br />
<strong>AJ</strong> Lukas 119,000 — —<br />
— —<br />
Executive<br />
I Redfern 252,947 — —<br />
K Lester 173,332 360,000 —<br />
M Summergreene 159,467 — —<br />
B Burden 156,001 — —<br />
B Tredinnick 141,995 — —<br />
M Tonkin 110,617 — —<br />
(i) The value of options and rights is their fair value calculated at grant date using a Black-Scholes pricing model. The total value of the options and<br />
rights is included in the table above. This amount is allocated to remuneration over the vesting period.<br />
(ii) The value of the options and rights is calculated as the market price of the Company’s shares on the Australian Securities Exchange as at close of<br />
trading on the date the options or rights were exercised after deducting the price paid to exercise the options and rights.<br />
(iii) The value of the options and rights that lapsed during the year represents the benefits foregone and is calculated at the date of the option or right<br />
lapses using a Black-Scholes pricing model assuming the performance hurdle has not been met. No options or rights lapsed in the year.<br />
Signed in accordance with a resolution of the directors pursuant to s.298 (2) of the Corporations Act 2001.<br />
Allan Campbell, Director<br />
Dated at Sydney, this 25th day of September 20<strong>08</strong>.<br />
28 LUCAS group
Lead auditor’s independence declaration<br />
under Section 307C of the Corporations Act 2001<br />
To the directors of <strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited<br />
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 20<strong>08</strong> there have been:<br />
• no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and<br />
• no contraventions of any applicable code of professional conduct in relation to the audit.<br />
KPMG<br />
Neil Cameron Smith<br />
Partner<br />
Sydney<br />
25 September 20<strong>08</strong><br />
a year of milestones 29
<strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited<br />
and its controlled entities<br />
INCOME STATEMENTS<br />
for the year ended 30 june 20<strong>08</strong><br />
The accompanying notes are an integral part of these consolidated<br />
financial statements.<br />
Consolidated<br />
Company<br />
Note<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Revenue 2 424,301 216,369 1,500 —<br />
Total revenue 424,301 216,369 1,500 —<br />
Material costs (124,587) (65,779) — —<br />
Sub-contractor costs (116,734) (75,272) — —<br />
Employee expenses (80,627) (34,707) — —<br />
Plant and other construction costs (55,404) (16,380) — —<br />
Depreciation and amortisation expenses 4 (11,451) (8,966) — —<br />
Debt recovery and legal costs (6,500) (3,615) — —<br />
Impairment of assets 4 — (3,422) — (1,786)<br />
Profit on acquisition of business 30 — 2,723 — —<br />
Other expenses (3,037) (5,010) (93) (620)<br />
Results from operating activities 25,961 5,941 1,407 (2,406)<br />
Financial income 3 1,322 781 6,591 386<br />
Financial expenses 3 (6,875) (2,544) (5,078) (1,055)<br />
Net financing (costs)/income 3 (5,553) (1,763) 1,513 (669)<br />
Profit/(loss) before income tax 20,4<strong>08</strong> 4,178 2,920 (3,075)<br />
Income tax (expense)/benefit 6 (6,940) 2,218 799 1,866<br />
Profit/(loss) attributable to equity holders of the company 24 13,468 6,396 3,719 (1,209)<br />
Earnings per share:<br />
Basic earnings per share (cents) 7 24.5 11.9<br />
Diluted earnings per share (cents) 7 24.0 11.8<br />
30 LUCAS group
Statements of recognised income and expense<br />
for the year ended 30 June 20<strong>08</strong><br />
The accompanying notes are an integral part of these consolidated financial statements.<br />
Consolidated<br />
Company<br />
Note<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Exchange differences on translation of foreign operations 24 274 306 — —<br />
Income and expense recognised directly in equity 274 306 — —<br />
Profit/(loss) for the year 24 13,468 6,396 3,719 (1,209)<br />
Total recognised income and expense for the year 24 13,742 6,702 3,719 (1,209)<br />
a year of milestones 31
<strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited<br />
and its controlled entities<br />
Balance Sheets<br />
As at 30 june 20<strong>08</strong><br />
The accompanying notes are an integral part of these<br />
consolidated financial statements.<br />
Note<br />
Consolidated<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
20<strong>08</strong><br />
$’000<br />
Company<br />
Current assets<br />
Cash and cash equivalents 8 16,612 18,222 5,519 13,512<br />
Trade and other receivables 9 56,912 28,261 6,064 4,189<br />
Construction work in progress 10 40,685 53,418 — —<br />
Other 11 1,717 435 184 —<br />
Total current assets 115,926 100,336 11,767 17,701<br />
<strong>2007</strong><br />
$’000<br />
Non-current assets<br />
Trade and other receivables 9 — — 49,889 31,795<br />
Property, plant and equipment 12 55,986 30,921 — —<br />
Investments 13 26,156 63 26,879 1,260<br />
Exploration assets 14 4,100 6,175 — —<br />
Intangible development assets 15 15,452 1,046 — —<br />
Other intangible assets 16 12,279 6,805 2,061 2,061<br />
Deferred tax assets 17 — 5,602 8,405 10,126<br />
Total non-current assets 113,973 50,612 87,234 45,242<br />
Total assets 229,899 150,948 99,001 62,943<br />
Current liabilities<br />
Trade and other payables 18 83,074 66,319 632 84<br />
Interest-bearing loans and borrowings 19 19,996 10,706 4,500 —<br />
Income tax payable 20 114 75 — —<br />
Provisions 21 8,550 2,702 — —<br />
Total current liabilities 111,734 79,802 5,132 84<br />
Non-current liabilities<br />
Trade and other payables 18 — — 29,361 16,217<br />
Interest-bearing loans and borrowings 19 51,036 37,181 18,226 24,188<br />
Deferred tax liabilities 17 1,221 — — —<br />
Provisions 21 748 3,527 — —<br />
Total non-current liabilities 53,005 40,7<strong>08</strong> 47,587 40,405<br />
Total liabilities 164,739 120,510 52,719 40,489<br />
Net assets 65,160 30,438 46,282 22,454<br />
Equity<br />
Issued capital 24 54,037 30,655 54,118 30,736<br />
Reserves 24 2,236 1,091 — —<br />
Retained earnings/(accumulated losses) 24 8,887 (1,3<strong>08</strong>) (7,836) (8,282)<br />
Total equity 24 65,160 30,438 46,282 22,454<br />
32 LUCAS group
statements of cash flows<br />
for the year ended 30 june 20<strong>08</strong><br />
The accompanying notes are an integral part of these<br />
consolidated financial statements.<br />
Note<br />
Consolidated<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
20<strong>08</strong><br />
$’000<br />
Company<br />
Cash flows from operating activities<br />
Cash receipts from customers 450,877 200,553 66 —<br />
Cash payments to suppliers and employees (394,407) (187,970) (277) (100)<br />
Cash generated from operations 56,470 12,583 (211) (100)<br />
Interest received 547 60 465 —<br />
Income taxes paid (72) (497) — —<br />
Interest and other costs of finance paid (6,875) (2,544) (4,112) (1,172)<br />
Net cash from operating activities 29(b) 50,070 9,602 (3,858) (1,272)<br />
<strong>2007</strong><br />
$’000<br />
Cash flows from investing activities<br />
Proceeds from sale of plant and equipment 1,018 457 — —<br />
Payment for investment in other entities (27,858) — (25,243) —<br />
Loans to controlled entities — — (8,574) —<br />
Repayment of loans by controlled entities — — — 5,532<br />
Payments for plant and equipment (21,472) (5,953) — —<br />
Exploration and evaluation expenditure (12,513) (2,676) — —<br />
Loans to related entity (1,578) (1,6<strong>08</strong>) (1,578) (1,6<strong>08</strong>)<br />
Repayment of loan to related entity 292 — 263 —<br />
Acquisition of subsidiary net of cash acquired (9,993) (3,198) — —<br />
Net cash from investing activities (72,104) (12,978) (35,132) 3,924<br />
Cash flows from financing activities<br />
Proceeds of borrowings -other 41,690 4,004 22,626 —<br />
Repayment of borrowings - other (6,413) (147) — —<br />
Loans from controlled entities — — 13,144 —<br />
Deferred payment for acquisition (625) _ — —<br />
Dividends paid (3,273) _ (3,273) —<br />
Proceeds from issue of convertible notes — 24,188 — 24,188<br />
Repayment of convertible notes (1,500) (10,000) (1,500) (10,000)<br />
Payment of finance lease liabilities (4,659) (3,521) — —<br />
Net cash from financing activities 25,220 14,524 30,997 14,188<br />
Net increase/(decrease) in cash and cash equivalents 3,186 11,148 (7,993) 16,840<br />
Cash and cash equivalents at beginning of the year 12,559 1,411 13,512 (3,328)<br />
Cash and cash equivalents at end of the year 29(a) 15,745 12,559 5,519 13,512<br />
a year of milestones 33
notes to the<br />
financial statements<br />
Page Note Content<br />
34 1 Significant accounting policies<br />
40 2 Segment <strong>report</strong>ing<br />
41 3 Financial income and expense<br />
41 4 Other expenses<br />
41 5 Auditor’s remuneration<br />
42 6 Income tax<br />
42 7 Earnings per share<br />
43 8 Cash and cash equivalents<br />
43 9 Trade and other receivables<br />
43 10 Construction work in progress<br />
43 11 Other current assets<br />
44 12 Property, plant and equipment<br />
44 13 Investments<br />
44 14 Exploration assets<br />
45 15 Intangible development assets<br />
45 16 Other intangible assets<br />
46 17 Deferred tax assets and liabilities<br />
48 18 Trade and other payables<br />
48 19 Interest-bearing loans and liabilities<br />
50 20 Current tax liabilities<br />
51 21 Provisions<br />
51 22 Operating leases<br />
51 23 Employee benefits<br />
53 24 Capital and reserves<br />
54 25 Financial instruments<br />
59 26 Interests in joint ventures<br />
60 27 Consolidated entities<br />
60 28 Contingencies<br />
61 29 Reconciliation of cash flows from operating activities<br />
62 30 Acquisition of subsidiary<br />
63 31 Key management personnel disclosures<br />
65 32 Non-key management personnel disclosures<br />
66 33 Deed of cross guarantee<br />
66 34 Events subsequent to balance date<br />
1. SIGNIFICANT ACCOUNTING POLICIES<br />
<strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited (the ‘Company’) is a company domiciled in<br />
Australia. The address of the Company’s registered office is 157 Church<br />
Street Ryde, NSW 2112. The consolidated financial <strong>report</strong> of the Company<br />
for the financial year ended 30 June 20<strong>08</strong> comprises the Company and<br />
its subsidiaries (together referred to as the ‘<strong>Group</strong>’) and the <strong>Group</strong>’s<br />
interest in associates and jointly controlled entities. The <strong>Group</strong> is primarily<br />
involved in construction, civil engineering and commercialisation of coal<br />
seam gas reserves (see note 2).<br />
The accounting policies set out below have been applied consistently<br />
to all periods presented in these consolidated financial statements, and<br />
have been applied consistently by all entities in the <strong>Group</strong>.<br />
Certain comparative amounts have been reclassified to conform with<br />
the current year’s presentation.<br />
Statement of compliance<br />
The financial <strong>report</strong> is a general purpose financial <strong>report</strong> which has<br />
been prepared in accordance with Australian Accounting Standards<br />
(‘AASBs’) (including Australian Interpretations) adopted by the Australian<br />
Accounting Standards Board (‘AASB’) and the Corporations Act 2001. The<br />
consolidated financial <strong>report</strong> of the <strong>Group</strong> and the financial <strong>report</strong> of the<br />
Company comply with International Financial Reporting Standards (‘IFRSs’)<br />
and interpretations adopted by the International Accounting Standards<br />
Board (‘IASB’).<br />
The financial statements were approved by the Board of Directors on<br />
25 September 20<strong>08</strong>.<br />
Basis of measurement<br />
The consolidated financial statements have been prepared on the<br />
historical cost basis.<br />
Functional and presentation currency<br />
The financial <strong>report</strong> is presented in Australian dollars which is the<br />
Company’s functional currency and the functional currency of the majority<br />
of the <strong>Group</strong>. The Company is of a kind referred to in ASIC Class Order<br />
98/100 dated 10 July 1998 (updated by CO 05/641 effective 28 July<br />
2005 and CO 06/51 effective 31 January 2006) and in accordance with<br />
that Class Order, amounts in the financial <strong>report</strong> and Director’s Report have<br />
been rounded off to the nearest thousand dollars, unless otherwise stated.<br />
Use of estimates and judgments<br />
The preparation of financial statements requires management to make<br />
judgements, estimates and assumptions that affect the application of<br />
accounting policies and the <strong>report</strong>ed amount of assets, liabilities, income<br />
and expenses. Actual results may differ from these estimates. Estimates<br />
and underlying assumptions are reviewed on an ongoing basis. Revisions<br />
to accounting estimates are recognised in the period in which the estimate<br />
is revised and in any future periods affected.<br />
In particular, information about significant areas of estimation<br />
uncertainty and critical judgements in applying accounting policies that<br />
have the most significant effect on the amount recognised in the financial<br />
statements are described in the following notes:<br />
• Note 10 – construction work in progress<br />
• Note 15 - intangible development assets<br />
• Note 16 – other intangible assets<br />
• Note 21 – provisions<br />
Basis of consolidation<br />
Associates: Associates are those entities in which the <strong>Group</strong> has<br />
significant influence, but not control, over the financial and operating<br />
34 LUCAS group
policies. Significant influence is presumed to exist when the <strong>Group</strong> holds<br />
between 20 and 50 percent of the voting power of another entity.<br />
Associates are accounted for using the equity method (equity<br />
accounted investees) and are initially recognised at cost. The <strong>Group</strong>’s<br />
investment includes goodwill identified on acquisition, net of any<br />
accumulated impairment losses. The consolidated financial statements<br />
include the <strong>Group</strong>’s share of income and expenses and equity movements<br />
of equity accounted investees, after adjustments to align the accounting<br />
policies with those of the <strong>Group</strong>, from the date that significant influence<br />
commences to the date that significant influence ceases. Where the<br />
<strong>Group</strong>’s share of losses exceeds its interest in an equity accounted<br />
investee, the carrying amount of that interest (including any long-term<br />
investments) is reduced to nil and the recognition of further losses is<br />
discontinued except to the extent that the <strong>Group</strong> has an obligation or has<br />
made payments on behalf of the investee.<br />
Subsidiaries: Subsidiaries are entities controlled by the <strong>Group</strong>.<br />
Control exists when the Company has the power, directly or indirectly, to<br />
govern the financial and operating policies of an entity so as to obtain<br />
benefits from its activities. In assessing control, potential voting rights that<br />
presently are exercisable or convertible are taken into account. The financial<br />
statements of subsidiaries are included in the consolidated financial<br />
statements from the date that control commences until the date that control<br />
ceases. The accounting policies of subsidiaries have been changed when<br />
necessary to align them with the policies adopted by the <strong>Group</strong>.<br />
Jointly controlled operations, assets and entities:<br />
The interest of the Company and of the <strong>Group</strong> in joint ventures and jointly<br />
controlled assets are brought to account by recognising in its financial<br />
statements the assets it controls, the liabilities that it incurs, the expenses<br />
it incurs and its share of income that it earns from the sale of goods or<br />
services by the joint venture.<br />
Transactions eliminated on consolidation: Intragroup<br />
balances, and any unrealised gains and losses or income and expenses<br />
arising from intragroup transactions, are eliminated in preparing<br />
the consolidated financial statements. Unrealised gains arising from<br />
transactions with equity accounted investees are eliminated against the<br />
investment to the extent of the <strong>Group</strong>’s interest in the investee. Unrealised<br />
losses are eliminated in the same way as unrealised gains, but only to the<br />
extent that there is no evidence of impairment.<br />
Foreign currency<br />
Foreign currency transactions: Transactions in foreign<br />
currencies are translated to the respective functional currencies of the<br />
<strong>Group</strong>’s entities at exchange rates at the dates of the transactions.<br />
Monetary assets and liabilities denominated in foreign currencies at the<br />
<strong>report</strong>ing date are retranslated to the functional currency at the foreign<br />
exchange rate at that date. The foreign currency gain or loss on monetary<br />
items is the difference between amortised cost in the functional currency<br />
at the beginning of the period, adjusted for effective interest and payments<br />
during the period, and the amortised cost in foreign currency translated<br />
at the exchange rate at the end of the period. Non-monetary assets and<br />
liabilities denominated in foreign currencies that are measured at fair<br />
value are retranslated to the functional currency at the exchange rate at<br />
the date that the fair value was determined. Foreign currency differences<br />
arising on retranslation are recognised in profit or loss.<br />
Foreign operations: The assets and liabilities of foreign operations<br />
are translated to Australian dollars at exchange rates at the <strong>report</strong>ing date.<br />
The income and expenses of foreign operations are translated to Australian<br />
dollars at exchange rates at the dates of the transactions.<br />
Foreign currency differences are recognised directly in equity. Since 1<br />
January 2004, the <strong>Group</strong>’s date of transition to AASBs, such differences<br />
have been recognised in the foreign currency translation reserve (‘FCTR’).<br />
When a foreign operation is disposed of, in part or in full, the relevant<br />
amount in the FCTR is transferred to profit or loss.<br />
Foreign exchange gains and losses arising from a monetary item<br />
receivable from or payable to a foreign operation, the settlement of which<br />
is neither planned nor likely in the foreseeable future, are considered to<br />
form part of the net investment in a foreign operation and are recognised<br />
directly in equity in the FCTR.<br />
Financial instruments<br />
Non-derivative financial instruments: Non-derivative<br />
financial instruments comprise trade and other receivables, cash and cash<br />
equivalents, loans and borrowings, and trade and other payables.<br />
Non-derivative financial instruments are recognised initially at fair<br />
value plus, for instruments not at fair value through profit or loss, any<br />
directly attributable transaction costs. Subsequent to initial recognition,<br />
non-derivative financial instruments are measured as described below.<br />
A financial instrument is recognised if the <strong>Group</strong> becomes a party<br />
to the contractual provisions of the instrument. Financial assets are<br />
derecognised if the <strong>Group</strong>’s contractual rights to the cash flows from<br />
the financial assets expire or if the <strong>Group</strong> transfers the financial asset<br />
to another party without retaining control or substantially all risks and<br />
rewards of the asset. Regular way purchases and sales of financial assets<br />
are accounted for at trade date, i.e., the date that the <strong>Group</strong> commits itself<br />
to purchase or sell the asset. Financial liabilities are derecognised if the<br />
<strong>Group</strong>’s obligations specified in the contract expire or are discharged or<br />
cancelled.<br />
Cash and cash equivalents comprise cash balances and call deposits.<br />
Bank overdrafts that are repayable on demand and form an integral part of<br />
the <strong>Group</strong>’s cash management are included as a component of cash and<br />
cash equivalents for the purpose of the statement of cash flows.<br />
Non-derivative financial instruments are measured at amortised cost<br />
using the effective interest method, less any impairment losses.<br />
Available-for-sale financial assets<br />
The <strong>Group</strong>’s investments in equity securities are classified as availablefor-sale<br />
financial assets. Subsequent to initial recognition, they are<br />
measured at fair value and changes therein, other than impairment<br />
losses are recognised directly in a separate component of equity. When<br />
an investment is derecognised, the cumulative gain or loss in equity is<br />
transferred to profit or loss.<br />
Compound financial instruments: Compound financial<br />
instruments issued by the <strong>Group</strong> comprise convertible notes that can be<br />
converted to share capital at the option of the holder, and the number of<br />
shares to be issued does not vary with changes in their fair value.<br />
The liability component of a compound financial instrument is<br />
recognised initially at the fair value of a similar liability that does not<br />
have an equity conversion option. The equity component is recognised<br />
initially at the difference between the fair value of the compound financial<br />
instrument as a whole and the fair value of the liability component. Any<br />
directly attributable transaction costs are allocated to the liability and<br />
equity components in proportion to their initial carrying amounts.<br />
Subsequent to initial recognition, the liability component of a<br />
compound financial instrument is measured at amortised cost using the<br />
effective interest method, unless it is designated at fair value through profit<br />
or loss. The equity component of a compound financial instrument is not<br />
remeasured subsequent to initial recognition.<br />
a year of milestones 35
Interest, dividends, losses and gains relating to the financial liability<br />
are recognised in the profit or loss. Distributions to the equity holders are<br />
recognised against equity, net of any tax benefit.<br />
Share capital<br />
Ordinary shares: Incremental costs directly attributable to issue of<br />
ordinary shares and share options are recognised as a deduction from<br />
equity, net of any related income tax benefit.<br />
Dividends: Dividends are recognised as a liability in the period in<br />
which they are declared.<br />
Leased assets<br />
Leases in terms of which the <strong>Group</strong> assumes substantially all the risks<br />
and rewards of ownership are classified as finance leases. Upon initial<br />
recognition, the leased asset is measured at an amount equal to the lower<br />
of its fair value and the present value of the minimum lease payments.<br />
Subsequent to initial recognition, the asset is accounted for in accordance<br />
with the accounting policy applicable to that asset.<br />
Other leases are operating leases and the leased assets are not<br />
recognised on the <strong>Group</strong>’s balance sheet.<br />
Revenue<br />
Services rendered: Revenue from services rendered is recognised<br />
in the income statement in proportion to the stage of completion of the<br />
transaction at the balance sheet date. The stage of completion is assessed<br />
by reference to surveys of work performed.<br />
Construction contracts: Contract revenue includes the initial<br />
amount agreed in the contract plus any variations in contract work, claims<br />
and incentive payments to the extent that it is probable that they will<br />
result in revenue and can be measured reliably. As soon as the outcome<br />
of a construction contract can be estimated reliably, contract revenue and<br />
expenses are recognised in the income statement in proportion to the<br />
stage of completion of the contract.<br />
The stage of completion is assessed by reference to an assessment<br />
of total labour hours and other costs incurred to date as a percentage of<br />
estimated total costs for each contract, unless an alternative measurement<br />
method provides a more accurate indication of the stage of completion.<br />
When the outcome of a construction contract cannot be estimated<br />
reliably, contract revenue is recognised only to the extent of contract costs<br />
incurred that are likely to be recoverable. An expected loss on a contract is<br />
recognised immediately in the income statement.<br />
Asset sales: The net proceeds of asset sales are recognised at the<br />
date an unconditional contract of sale is signed.<br />
The gain or loss on disposal is calculated as the difference between the<br />
carrying amount of the asset at the time of disposal and the net proceeds<br />
on disposal and is recognised in other income.<br />
Lease payments<br />
Payments made under operating leases are recognised in the income<br />
statement on a straight-line basis over the term of the lease.<br />
Minimum lease payments made under finance leases are apportioned<br />
between the finance expense and the reduction of the outstanding liability.<br />
The finance expense is allocated to each period during the lease term so<br />
as to produce a constant periodic rate of interest on the remaining balance<br />
of the liability.<br />
Finance income and expenses<br />
Finance income comprises interest income on funds invested, dividend<br />
income and foreign currency gains that are recognised in the income<br />
statement. Interest income is recognised as it accrues, using the effective<br />
interest method. Dividend income is recognised in profit or loss on the<br />
date that the <strong>Group</strong>’s right to receive payment is established, which in the<br />
case of quoted securities is the ex-dividend date.<br />
Finance expenses comprise interest expense on borrowings, unwinding<br />
of the discount on provisions and deferred consideration, foreign currency<br />
losses and impairment losses recognised on financial assets that are<br />
recognised in the income statement. All borrowing costs are recognised in<br />
the income statement using the effective interest method.<br />
Income tax<br />
Income tax in the income statement comprises current and deferred tax.<br />
Income tax is recognised in the income statement except to the extent<br />
that it relates to items recognised directly in equity, in which case it is<br />
recognised in equity.<br />
Current tax is the expected tax payable on the taxable income for the<br />
year, using tax rates enacted or substantially enacted at the balance sheet<br />
date, and any adjustment to tax payable in respect of previous years.<br />
Deferred tax is recognised using the balance sheet liability method,<br />
providing for temporary differences between the carrying amounts of<br />
assets and liabilities for financial <strong>report</strong>ing purposes and the amounts<br />
used for taxation purposes. The following temporary differences are<br />
not provided for: the initial recognition of goodwill and other assets or<br />
liabilities that affect neither accounting nor taxable profit, and differences<br />
relating to investments in subsidiaries to the extent that they will probably<br />
not reverse in the foreseeable future. Deferred tax is measured at the tax<br />
rates that are expected to be applied to the temporary differences when<br />
they reverse, based on the laws that have been enacted or substantially<br />
enacted by the <strong>report</strong>ing date. Deferred tax assets and liabilities are offset<br />
if there is a legally enforceable right to offset current tax liabilities and<br />
assets, and they relate to income taxes levied by the same authority on the<br />
same taxable entity, or on different tax entities, but they intend to settle<br />
current tax liabilities and assets on a net basis or their tax assets and<br />
liabilities will be realised simultaneously.<br />
A deferred tax asset is recognised only to the extent that it is probable<br />
that future taxable profits will be available against which the asset can be<br />
utilised. Deferred tax assets are reduced to the extent that it is no longer<br />
probable that the related tax benefit will be realised.<br />
Additional income taxes that arise from the distribution of dividends<br />
are recognised at the same time as the liability to pay the related dividend<br />
is recognised.<br />
Tax consolidation: The Company and its wholly-owned Australian<br />
resident entities have formed a tax-consolidated group and are therefore<br />
taxed as a single entity. The head entity within the tax-consolidated group<br />
is <strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited.<br />
Current tax expense/income, deferred tax liabilities and deferred tax<br />
assets arising from temporary differences of the members of the taxconsolidated<br />
group are recognised in the separate financial statements<br />
of the members of the tax-consolidated group using the group allocation<br />
approach.<br />
Any current tax liabilities (or assets) and deferred tax assets arising<br />
from unused tax losses of the subsidiaries is assumed by the head<br />
entity in the tax-consolidated group and are recognised by the Company<br />
as amounts payable (receivable) to/(from) other entities in the taxconsolidated<br />
group in conjunction with any tax funding arrangement<br />
amounts (refer below). Any difference between these amounts is<br />
recognised by the Company as an equity contribution or distribution.<br />
The Company recognises deferred tax assets arising from unused<br />
tax losses of the tax-consolidated group to the extent that it is probable<br />
that future taxable profits of the tax-consolidated group will be available<br />
against which the asset can be utilised.<br />
36 LUCAS group
Any subsequent period adjustments to deferred tax assets arising from<br />
unused tax losses as a result of revised assessments of the probability of<br />
recoverability is recognised by the head entity only.<br />
Nature of tax funding arrangements and tax sharing<br />
arrangements: The head entity, in conjunction with other members<br />
of the tax-consolidated group, has entered into a tax funding arrangement<br />
which sets out the funding obligations of members of the tax-consolidated<br />
group in respect of tax amounts. The tax funding arrangements require<br />
payments to/from the head entity equal to the current tax liability (asset)<br />
assumed by the head entity and any tax-loss deferred tax asset assumed<br />
by the head entity, resulting in the head entity recognising an inter-entity<br />
receivable (payable) equal in amount to the tax liability (asset) assumed.<br />
The inter-entity receivable (payable) are at call.<br />
Contributions to fund the current tax liabilities are payable as per<br />
the tax funding arrangement and reflect the timing of the head entity’s<br />
obligation to make payments for tax liabilities to the relevant tax<br />
authorities.<br />
The head entity in conjunction with other members of the taxconsolidated<br />
group, has also entered into a tax sharing agreement. The<br />
tax sharing agreement provides for the determination of the allocation of<br />
income tax liabilities between the entities should the head entity default<br />
on its tax payment obligations. No amounts have been recognised in<br />
the financial statements in respect of this agreement as payment of any<br />
amounts under the tax sharing agreement is considered remote.<br />
Earnings per share<br />
The <strong>Group</strong> presents basic and diluted earnings per share (‘EPS’) data for<br />
its ordinary shares. Basic EPS is calculated by dividing the profit or loss<br />
attributable to ordinary shareholders of the Company by the weighted<br />
average number of ordinary shares outstanding during the period. Diluted<br />
EPS is determined by adjusting the profit or loss attributable to ordinary<br />
shareholders and the weighted average number of ordinary shares<br />
outstanding for the effects of all dilutive potential ordinary shares, which<br />
comprise convertible notes and share options granted to employees.<br />
Segment <strong>report</strong>ing<br />
A segment is a distinguishable component of the <strong>Group</strong> that is engaged<br />
either in providing related products or services (business segment), or in<br />
providing products or services within a particular economic environment<br />
(geographical segment), which is subject to risks and rewards that are<br />
different from those of other segments. The <strong>Group</strong>’s primary format for<br />
segment <strong>report</strong>ing is based on business segments. The business segments<br />
are determined based on the <strong>Group</strong>’s management and internal <strong>report</strong>ing<br />
structure.<br />
Segment results, assets and liabilities include items directly attributable<br />
to a segment as well as those that can be allocated on a reasonable basis.<br />
Construction work in progress<br />
Construction work in progress represents the gross unbilled amount<br />
expected to be collected from customers for contract work performed to<br />
date. It is measured at cost plus profit recognised to date less progress<br />
billings and recognised losses. Cost includes all expenditure related<br />
directly to specific projects and an allocation of fixed and variable<br />
overheads incurred in the <strong>Group</strong>’s contract activities based on normal<br />
operating capacity.<br />
If payments received from customers exceed the income recognised,<br />
then the difference is presented as deferred income in the balance sheet.<br />
Investments<br />
Investments in controlled entities are carried at cost. Cost includes the<br />
purchase price of the entity as well as directly attributable costs associated<br />
with the acquisition. Directly attributable costs are capitalised only once<br />
there is written agreement to acquire the entity.<br />
Property, plant and equipment<br />
Recognition and measurement: Items of property, plant and<br />
equipment are measured at cost less accumulated depreciation and<br />
impairment losses. The cost of property, plant and equipment at 1 January<br />
2004, the date of transition to AASBs, was determined by reference to its<br />
fair value at that date.<br />
Cost includes expenditures that are directly attributable to the<br />
acquisition of the asset. The cost of self-constructed assets includes the<br />
cost of materials, direct labour, the initial estimate, where relevant, of<br />
the costs of dismantling and removing the items and restoring the site on<br />
which they are located, an appropriate proportion of production overheads<br />
and any other costs directly attributable to bringing the asset to a working<br />
condition for its intended use. Purchased software that is integral to<br />
the functionality of the related equipment is capitalised as part of that<br />
equipment. Borrowing costs related to the acquisition or construction of<br />
qualifying assets are recognised in profit or loss as incurred.<br />
When parts of an item of property, plant and equipment have different<br />
useful lives, they are accounted for as separate items (major components)<br />
of property, plant and equipment.<br />
Leased assets: Leases in terms of which the <strong>Group</strong> assumes<br />
substantially all the risks and rewards of ownership are classified as<br />
finance leases. Finance leases are stated at an amount equal to the<br />
lower of fair value and the present value of minimum lease payments at<br />
inception of the lease, less accumulated depreciation and impairment<br />
losses.<br />
Sale of non-current assets: The net gain or loss on disposal is<br />
included in the income statement at the date control of the asset passes to<br />
the buyer, usually when an unconditional contract for sale is signed.<br />
The gain or loss on disposal is calculated as the difference between the<br />
carrying amount of the asset at the time of disposal and the net proceeds<br />
on disposal (including incidental costs).<br />
Subsequent costs: The cost of replacing part of an item of<br />
property, plant and equipment is recognised in the carrying amount of the<br />
item if it is probable that the future economic benefits embodied within<br />
the part will flow to the <strong>Group</strong> and its cost can be measured reliably. The<br />
costs of the day-to-day servicing of property, plant and equipment are<br />
recognised in profit or loss as incurred.<br />
Depreciation<br />
Depreciation is charged to the income statement on a straight-line basis<br />
over the estimated useful lives of each part of an item of plant and<br />
equipment commencing from the time the asset is ready for use.<br />
The estimated useful lives in the current and comparative periods are<br />
as follows:<br />
Plant and equipment<br />
years<br />
Plant and equipment 4-10<br />
Motor vehicles 7<br />
Office equipment 4-8<br />
Computer equipment 3-4<br />
Leased plant and equipment 4-10<br />
The residual value, the useful life and the depreciation method applied<br />
to an asset are reassessed at least <strong>annual</strong>ly.<br />
a year of milestones 37
Intangible assets<br />
Goodwill: Goodwill and negative goodwill arise on the acquisition of<br />
subsidiaries and joint ventures.<br />
Acquisitions: Goodwill represents the excess of the cost of the<br />
acquisition over the <strong>Group</strong>’s interest in the net fair value of the identifiable<br />
assets, liabilities and contingent liabilities of the acquiree. When the excess<br />
is negative (negative goodwill), it is recognised immediately in the income<br />
statement.<br />
Subsequent measurement: Following initial recognition, goodwill<br />
stated at cost less any accumulated impairment losses. In respect of equity<br />
accounted investees, the carrying amount of goodwill is included in the<br />
carrying amount of the investment.<br />
Research and development: Expenditure on research activities,<br />
undertaken with the prospect of gaining new scientific or technical<br />
knowledge and understanding, is recognised in the income statement as<br />
an expense as incurred.<br />
Development activities involve a plan or design for the production<br />
of new or substantially improved products or processes. Development<br />
expenditure is capitalised only if development costs can be measured<br />
reliably, the product or process is technically and commercially feasible,<br />
future economic benefits are probable and the <strong>Group</strong> intends to and has<br />
sufficient resources to complete development and to use or sell the asset.<br />
The expenditure capitalised includes the cost of materials, direct labour<br />
and overhead costs that are directly attributable to preparing the asset for<br />
its intended use. Borrowing costs related to the development of qualifying<br />
assets are recognised in profit or loss as incurred. Other development<br />
expenditure is recognised in profit or loss as incurred.<br />
Capitalised development expenditure is stated at cost less accumulated<br />
amortisation and impairment losses.<br />
Customer relationships and customer contracts:<br />
Customer relationship and customer contracts intangibles that are<br />
acquired by the <strong>Group</strong> that have finite lives are measured at cost less<br />
accumulated amortisation and impairment losses.<br />
Other intangible assets: Other intangible assets that are<br />
acquired by the <strong>Group</strong> are stated at cost less accumulated amortisation<br />
and impairment losses.<br />
Subsequent expenditure: Subsequent expenditure on capitalised<br />
intangible assets is capitalised only when it increases the future economic<br />
benefits embodied in the specific asset to which it relates. All other<br />
expenditure is recognised in the income statement as incurred.<br />
Amortisation: Amortisation is charged to the income statement<br />
on a systematic basis over the estimated useful lives of intangible assets<br />
unless such lives are indefinite. Goodwill and intangible assets with an<br />
indefinite useful life are systematically tested for impairment at each<br />
balance sheet date. Other intangible assets are amortised from the date<br />
they are available for use. The estimated useful lives in the current and<br />
comparative periods are as follows:<br />
Years<br />
Other development costs 5<br />
Customer intangibles 5<br />
Exploration and evaluation assets<br />
Exploration and evaluation costs, including the costs of acquiring licences,<br />
are capitalised as exploration and evaluation assets on an area of interest<br />
basis. Costs incurred before the <strong>Group</strong> has obtained legal rights to explore<br />
an area are recognised in the income statement.<br />
Exploration and evaluation assets are only recognised if the rights of<br />
the area of interest are current and either:<br />
(i) the expenditures are expected to be recouped through successful<br />
development and exploitation of the area of interest; or<br />
(ii) activities in the area of interest have not at the <strong>report</strong>ing date, reached<br />
a stage which permits a reasonable assessment of the existence or<br />
otherwise of economically recoverable reserves and active and significant<br />
operations in, or in relation to, the area of interest are continuing.<br />
Exploration and evaluation assets are assessed for impairment if:<br />
(i) sufficient data exists to determine technical feasibility and commercial<br />
viability; and<br />
(ii) facts and circumstances suggest that the carrying amount exceeds<br />
the recoverable amount. For the purposes of impairment testing,<br />
exploration and evaluation assets are allocated to cash-generating<br />
units to which the exploration activity relates. The cash generating unit<br />
shall not be larger than the area of interest.<br />
When the area of interest enters the development phase, the<br />
accumulated exploration and evaluation is transferred to gas assets in<br />
development.<br />
Gas assets<br />
Assets in development: When the technical and commercial<br />
feasibility of an undeveloped gas field in an area of interest has been<br />
demonstrated, the field enters the development phase. The costs of the<br />
area of interest field assets in the development phase are separately<br />
accounted for as assets and include past exploration and evaluation<br />
costs, development drilling and other surface and subsurface expenditure,<br />
surface plant and equipment and any associated land and buildings.<br />
When commercial operations commences, the accumulated costs are<br />
transferred to gas producing assets.<br />
Producing assets: The costs of gas assets in production are<br />
separately accounted for as assets and include past exploration and<br />
evaluation costs, pre-production development costs and ongoing costs of<br />
continuing to develop resources for production and to expand or replace<br />
plant and equipment and any associated land and buildings. These costs<br />
will be subject to depreciation and depletion and also tested <strong>annual</strong>ly for<br />
impairment.<br />
Impairment<br />
Financial assets: A financial asset is assessed at each <strong>report</strong>ing<br />
date to determine whether there is any objective evidence that it is<br />
impaired. A financial asset is considered to be impaired if objective<br />
evidence indicates that one or more events have had a negative effect on<br />
the estimated future cash flows of that asset.<br />
Individually significant financial assets are tested for impairment on a<br />
individual basis. The remaining financial assets are assessed collectively in<br />
groups that share similar credit risk characteristics.<br />
All impairment losses are recognised in the income statement. An<br />
impairment loss is reversed if the reversal can be related objectively to an<br />
event occurring after the impairment loss was recognised.<br />
Non-financial assets: The carrying amounts of the <strong>Group</strong>’s nonfinancial<br />
assets, other than construction work in progress and deferred tax<br />
assets, are reviewed at each <strong>report</strong>ing date to determine whether there is<br />
any indication of impairment. If any such indication exists; then the asset’s<br />
recoverable amount is estimated. For goodwill and intangible assets that<br />
have indefinite lives or that are not yet available for use, recoverable<br />
amount is estimated at each <strong>report</strong>ing date.<br />
38 LUCAS group
The recoverable amount of an asset or cash-generating unit is the<br />
greater of its value in use and its fair value less costs to sell. In assessing<br />
value in use, the estimated future cash flows are discounted to their<br />
present value using a pre-tax discount rate that reflects current market<br />
assessments of the time value of money and the risks specific to the asset.<br />
For the purpose of impairment testing, assets are grouped together into<br />
the smallest group of assets that generates cash inflows from continuing<br />
use that are largely independent of the cash inflows of other assets or<br />
groups of assets (“the cash generating unit”). The goodwill acquired in a<br />
business combination, for the purpose of impairment testing, is allocated<br />
to cash generating units that are expected to benefit from the synergies of<br />
the combination.<br />
An impairment loss is recognised if the carrying amount of an asset or<br />
its cash-generating unit exceeds its recoverable amount. A cash-generating<br />
unit is the smallest identifiable asset group that generates cash flows that<br />
largely are independent from other assets and groups. Impairment losses<br />
are recognised in profit or loss. Impairment losses recognised in respect<br />
of cash-generating units are allocated first to reduce the carrying amount<br />
of any goodwill allocated to the units and then to reduce the carrying<br />
amount of the other assets in the unit (group of units) on a pro rata basis.<br />
An impairment loss in respect of goodwill is not reversed. In respect of<br />
other assets, impairment losses recognised in prior periods are assessed at<br />
each <strong>report</strong>ing date for any indications that the loss has decreased or no<br />
longer exists. An impairment loss is reversed if there has been a change in<br />
the estimates used to determine the recoverable amount. An impairment<br />
loss is reversed only to the extent that the asset’s carrying amount does<br />
not exceed the carrying amount that would have been determined, net of<br />
depreciation or amortisation, if no impairment loss had been recognised.<br />
Employee benefits<br />
Defined contribution superannuation funds: Obligations<br />
for contributions to defined contribution superannuation funds are<br />
recognised as an expense in profit or loss when they are due.<br />
Other long-term employee benefits: The <strong>Group</strong>’s net<br />
obligation in respect of long-term employee benefits is the amount of<br />
future benefit that employees have earned in return for their service<br />
in the current and prior periods plus related on costs; that benefit is<br />
discounted to determine its present value. The discount rate is the yield<br />
at the <strong>report</strong>ing date on AA credit-rated bonds that have maturity dates<br />
approximating the terms of the <strong>Group</strong>’s obligations. The calculation is<br />
performed using the projected unit credit method. Any actuarial gains or<br />
losses are recognised in the income statement in the period in which they<br />
arise.<br />
Short-term benefits: Liabilities for employee benefits for wages,<br />
salaries, <strong>annual</strong> leave and sick leave represent present obligations<br />
resulting from employees’ services provided to <strong>report</strong>ing date and are<br />
calculated at undiscounted amounts based on remuneration wage and<br />
salary rates that the <strong>Group</strong> expects to pay as at <strong>report</strong>ing date including<br />
related on-costs, such as workers compensation insurance and payroll tax.<br />
Non-accumulating non-monetary benefits, such as medical care, housing,<br />
cars and free or subsidised goods and services, are expensed based on the<br />
net marginal cost to the <strong>Group</strong> as the benefits are taken by the employees.<br />
Share-based payment transactions: The grant date fair value<br />
of options granted to employees is recognised as an employee expense, with<br />
a corresponding increase in equity, over the period in which the employees<br />
become unconditionally entitled to the options. The amount recognised is<br />
adjusted to reflect the actual number of share options that vest, except for<br />
those that fail to vest due to market conditions not being met.<br />
The fair value of the amount payable to employees in respect of share<br />
appreciation rights, which are settled in cash, is recognised as an expense,<br />
with a corresponding increase in liabilities, over the period in which the<br />
employees become unconditionally entitled to payment. The liability is<br />
re-measured at each <strong>report</strong>ing date and at settlement date. Any changes in<br />
the fair value of the liability are recognised as personnel expense in profit<br />
or loss.<br />
Provisions: A provision is recognised if, as a result of a past event,<br />
the <strong>Group</strong> has a present legal or constructive obligation that can be<br />
estimated reliably, and it is probable that an outflow of economic benefits<br />
will be required to settle the obligation. Provisions are determined by<br />
discounting the expected future cash flows at a pre-tax rate that reflects<br />
current market assessments of the time value of money and the risks<br />
specific to the liability.<br />
Goods and services tax: Revenue, expenses and assets are<br />
recognised net of the amount of goods and services tax (GST), except<br />
where the amount of GST incurred is not recoverable from the taxation<br />
authority. In these circumstances, the GST is recognised as part of the cost<br />
of acquisition of the asset or as part of the expense.<br />
Receivables and payables are stated with the amount of GST included.<br />
The net amount of GST recoverable from, or payable to, the ATO is<br />
included as a current asset or liability in the balance sheet.<br />
Cash flows are included in the statement of cash flows on a gross<br />
basis. The GST components of cash flows arising from investing and<br />
financing activities which are recoverable from, or payable to, the ATO are<br />
classified as operating cash flows.<br />
New standards and interpretations not yet adopted:<br />
The following standards, amendments to standards and interpretations<br />
have been identified as those which may impact the entity in the period of<br />
initial application. They are available for early adoption at 30 June 20<strong>08</strong>,<br />
but have not been applied in preparing this financial <strong>report</strong>:<br />
• Revised AASB 3 Business Combinations changes the application of<br />
acquisition accounting for business combinations and the accounting<br />
for non-controlling (minority) interests. Key changes include: the<br />
immediate expensing of all transaction costs; measurement of<br />
contingent consideration at acquisition date with subsequent changes<br />
through the income statement; measurement of non-controlling<br />
(minority) interests at full fair value or the proportionate share of<br />
the fair value of the underlying net assets; guidance on issues such<br />
as reacquired rights and vendor indemnities; and the inclusion of<br />
combinations by contract alone and those involving mutuals. The<br />
revised standard becomes mandatory for the <strong>Group</strong>’s 30 June 2010<br />
financial statements. The <strong>Group</strong> has not yet determined the potential<br />
effect of the revised standard on the <strong>Group</strong>’s financial <strong>report</strong>.<br />
• AASB 8 Operating Segments introduces the “management approach”<br />
to segment <strong>report</strong>ing. AASB 8, which becomes mandatory for the<br />
<strong>Group</strong>’s 30 June 2010 financial statements, will require the disclosure<br />
of segment information based on the internal <strong>report</strong>s regularly<br />
reviewed by the <strong>Group</strong>’s Chief Operating Decision Maker in order to<br />
assess each segment’s performance and to allocate resources to them.<br />
Currently the <strong>Group</strong> presents segment information in respect of its<br />
business and geographical segments (see note 2).<br />
• Revised AASB 101 Presentation of Financial Statements introduces as<br />
a financial statement (formerly “primary” statement) the “statement<br />
of comprehensive income”. The revised standard does not change the<br />
recognition, measurement or disclosure of transactions and events<br />
that are required by other AASBs. The revised AASB 101 will become<br />
mandatory for the <strong>Group</strong>’s 30 June 2010 financial statements.<br />
a year of milestones 39
The <strong>Group</strong> has not yet determined the potential effect of the revised<br />
standard on the <strong>Group</strong>’s disclosures.<br />
• Revised AASB 123 Borrowing Costs removes the option to expense<br />
borrowing costs and requires that an entity capitalise borrowing costs<br />
directly attributable to the acquisition, construction or production<br />
of a qualifying asset as part of the cost of that asset. The revised<br />
AASB 123 will become mandatory for the <strong>Group</strong>’s 30 June 2010<br />
financial statements and will constitute a change in accounting policy<br />
for the <strong>Group</strong>. In accordance with the transitional provisions the<br />
<strong>Group</strong> will apply the revised AASB 123 to qualifying assets for which<br />
capitalisation of borrowing costs commences on or after the effective<br />
date. The <strong>Group</strong> has not yet determined the potential effect of the<br />
revised standard on future earnings.<br />
• Revised AASB 127 Consolidated and Separate Financial Statements<br />
changes the accounting for investments in subsidiaries. Key changes<br />
include: the remeasurement to fair value of any previous/retained<br />
investment when control is obtained/lost, with any resulting gain or<br />
loss being recognised in profit or loss; and the treatment of increases<br />
in ownership interest after control is obtained as transactions with<br />
equity holders in their capacity as equity holders. The revised<br />
standard will become mandatory for the <strong>Group</strong>’s 30 June 2010<br />
financial statements. The <strong>Group</strong> has not yet determined the potential<br />
effect of the revised standard on the <strong>Group</strong>’s financial <strong>report</strong>.<br />
• AASB 20<strong>08</strong>-1 Amendments to Australian Accounting Standard - Sharebased<br />
Payment: Vesting Conditions and Cancellations changes the<br />
measurement of share-based payments that contain non-vesting<br />
conditions. AASB 20<strong>08</strong>-1 becomes mandatory for the <strong>Group</strong>’s 30 June<br />
2010 financial statements. The <strong>Group</strong> has not yet determined the<br />
potential effect of the amending standard on the <strong>Group</strong>’s financial <strong>report</strong>.<br />
2. SEGMENT REPORTING<br />
Segment information is presented in respect of the <strong>Group</strong>’s business and geographical segments. The primary format, business segment, is based on the<br />
<strong>Group</strong>’s management and internal <strong>report</strong>ing structure.<br />
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.<br />
Unallocated items mainly comprise interest-earning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets and<br />
expenses. Inter-segment pricing is determined on an arms length basis.<br />
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one<br />
period.<br />
Business segments<br />
The <strong>Group</strong> comprises the following main business segments based on the <strong>Group</strong>’s <strong>report</strong>ing system:<br />
Drilling<br />
Drilling services for degasification of underground coal mines, recovery and commercialisation<br />
of coal seam gas and associated services and trenchless installation of pipes and conduits.<br />
Pipelines<br />
Construction and installation of pipelines including hydrostatic testing.<br />
Construction and infrastructure Construction and civil engineering, together with facilities management.<br />
20<strong>08</strong><br />
$’000<br />
Drilling<br />
<strong>2007</strong><br />
$’000<br />
20<strong>08</strong><br />
$’000<br />
Pipelines<br />
<strong>2007</strong><br />
$’000<br />
Construction &<br />
infrastructure<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
Consolidated<br />
Total segment revenue 88,417 67,625 218,538 73,219 117,346 75,525 424,301 216,369<br />
Segment result 7,112 6,121 19,591 3,965 3,107 414 29,810 10,500<br />
Unallocated expenses (3,849) (4,559)<br />
Results from operating activities 25,961 5,941<br />
Net finance costs (5,553) (1,763)<br />
Profit before tax 20,4<strong>08</strong> 4,178<br />
Income tax (expense)/benefit (6,940) 2,218<br />
Net profit for the year 13,468 6,396<br />
Depreciation and amortisation 10,970 8,480 386 357 95 129 11,451 8,966<br />
Impairment of plant and equipment — 500 — — — — — 500<br />
Impairment of intangibles — — — 1,786 — 993 — 2,779<br />
Assets<br />
Segment assets 134,233 65,995 59,489 50,586 29,282 28,662 223,004 145,243<br />
Unallocated assets 6,895 5,705<br />
Total Assets 229,899 150,948<br />
Liabilities<br />
Segment liabilities 115,903 61,816 25,913 35,203 18,055 22,307 159,871 119,326<br />
Unallocated liabilities 4,868 1,184<br />
Total Liabilities 164,739 120,510<br />
Acquisitions of non-current assets 80,<strong>08</strong>2 22,716 644 202 762 3 81,488 22,921<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
40 LUCAS group
Secondary <strong>report</strong>ing—geographical segments<br />
Geographical segment revenue and assets are based on the respective geographical location of customers and assets.<br />
Australia Asia/Pacific Consolidated<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
Revenue from customers 421,421 190,333 2,880 26,034 424,301 216,367<br />
Other revenue — 2 — — — 2<br />
Total revenue 421,421 190,335 2,880 26,034 424,301 216,369<br />
Assets 226,902 148,939 2,997 2,009 229,899 150,948<br />
Acquisitions of non-current assets 79,271 22,921 2,217 — 81,488 22,921<br />
3. Financial income and expense<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Interest income 1,173 446 1,091 386<br />
Dividend income — — 5,500 —<br />
Net foreign exchange gain 149 335 — —<br />
Financial income 1,322 781 6,591 386<br />
Interest expense 6,875 2,544 5,076 1,055<br />
Net foreign exchange loss — — 2 —<br />
Financial expenses 6,875 2,544 5,078 1,055<br />
Net financing (costs)/income (5,553) (1,763) 1,513 (669)<br />
4. Other expenses<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Profit before income tax has been arrived at after charging the following items:<br />
Depreciation of property, plant and equipment 6,074 4,838 — —<br />
Amortisation of: —<br />
Leased plant and equipment 2,605 2,121 — —<br />
Development expenditure 182 222 — —<br />
Contracts and customer relationships 2,590 1,785 — —<br />
5,377 4,128 — —<br />
Total depreciation and amortisation 11,451 8,966 — —<br />
Movement in provision for doubtful debts — 143 — —<br />
Impairment of plant and equipment — 500 — —<br />
Impairment of intangible assets<br />
Goodwill — 993 — —<br />
Impairment of pipeline rights — 1,786 — 1,786<br />
Total impairment expense — 3,422 — 1,786<br />
5. Auditor’s Remuneration<br />
Consolidated<br />
Company<br />
20<strong>08</strong><br />
$<br />
<strong>2007</strong><br />
$<br />
20<strong>08</strong><br />
$<br />
<strong>2007</strong><br />
$<br />
Audit services<br />
Auditors of the Company—KPMG<br />
Audit and review of financial <strong>report</strong>s<br />
Australia 347,990 244,850 17,500 17,500<br />
Overseas 7,120 4,866 — —<br />
355,110 249,716 17,500 17,500<br />
Other services<br />
Auditors of the Company—KPMG<br />
Taxation services 51,605 75,939 — —<br />
Other professional services 302,096 17,000 — —<br />
353,701 92,939 — —<br />
a year of milestones 41
6. INCOME TAX<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Recognised in the income statement<br />
Current tax expense/(benefit)<br />
Current year 940 (2,731) (561) (242)<br />
Foreign tax losses not recognised in current year 1,019 — — —<br />
Prior years adjustments 75 (347) — (2)<br />
2,034 (3,078) (561) (244)<br />
Deferred tax expense/(benefit)<br />
Origination and reversal of temporary differences 4,906 2,664 (238) 182<br />
Utilisation of previously unrecognised tax losses — (1,804) — (1,804)<br />
4,906 860 (238) (1,622)<br />
Total income tax expense/(benefit) in income statement 6,940 (2,218) (799) (1,866)<br />
Numerical reconciliation between tax benefit and pre-tax net profit/(loss)<br />
Profit/(loss) before tax 20,4<strong>08</strong> 4,178 2,920 (3,075)<br />
Prima facie income tax expense/(benefit) calculated at 30% (<strong>2007</strong>:30%) 6,122 1,253 876 (923)<br />
Equity settled share based payments 446 — — —<br />
Non-deductible accounting interest on deferred purchase 99 — — —<br />
Non-deductible expenses 43 140 — 24<br />
Amortisation of customer contracts - non deductible 411 — — —<br />
Impairment of intangibles — 298 — —<br />
Impairment of pipeline rights — 536 — 536<br />
Foreign income taxable in Australia — — 257 226<br />
Expenses deductible in foreign country only at lower tax rate 323 49 — —<br />
Write-off of non-collectible intercompany loans — — — 77<br />
Foreign tax loss not carried forward 1,020 49 — —<br />
Research and development allowance (1,317) (1,576) — —<br />
Gain on acquisition — (816) — —<br />
Dividend received from subsidiaries not assessable — — (1,650) —<br />
Acquisition cost deductible for tax purposes (282) — (282) —<br />
Recognition of previously unrecognised tax losses — (1,804) — (1,804)<br />
6,865 (1,871) (799) (1,864)<br />
Income tax under/(over) provided in prior year 75 (347) — (2)<br />
Income tax expense/(benefit) attributable to operating profit 6,940 (2,218) (799) (1,866)<br />
7. EARNINGS PER SHARE<br />
Basic earnings per share<br />
The calculation of basic earnings per share at 30 June 20<strong>08</strong> was based on the profit attributable to ordinary shareholders of $13,468,000<br />
(<strong>2007</strong>: $6,396,000) and a weighted average number of shares outstanding of 54,892,487 calculated as follows:<br />
Consolidated<br />
20<strong>08</strong><br />
Number<br />
<strong>2007</strong><br />
Number<br />
Weighted average number of ordinary shares (basic)<br />
Issued ordinary shares at 1 July 54,200,536 51,981,937<br />
Effect of shares issued 520,679 1,519,239<br />
Effect of exercise of management rights 171,272 169,291<br />
Weighted average number of ordinary shares (basic) at 30 June 54,892,487 53,670,467<br />
Diluted earnings per share<br />
The calculation of diluted earnings per share at 30 June 20<strong>08</strong> was based on the profit attributable to ordinary shareholders of $15,655,000<br />
(<strong>2007</strong>: $6,396,000) and a weighted average number of shares outstanding of 65,195,367 calculated as follows:<br />
Consolidated<br />
Profit attributable to ordinary shareholders (diluted)<br />
Profit attributable to ordinary shareholders 13,468 6,396<br />
Interest expense on convertible notes, net of tax 2,187 —<br />
Profit attributable to ordinary shareholders (diluted) for the year ended 30 June 15,655 6,396<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
42 LUCAS group
20<strong>08</strong><br />
Number<br />
<strong>2007</strong><br />
Number<br />
Weighted average number of ordinary shares (diluted)<br />
Weighted average number of ordinary shares (basic) 54,892,487 53,670,467<br />
Effect of conversion of convertible notes 7,732,764 —<br />
Effect of share options on issue 2,570,116 646,993<br />
Weighted average number of ordinary shares (diluted) at 30 June 65,195,367 54,317,460<br />
The average market value of the Company’s shares for the purposes of calculating the dilutive effect of convertible notes was based on quoted market<br />
prices for the period that the notes were outstanding.<br />
8. CASH AND CASH EQUIVALENTS<br />
Consolidated<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
Company<br />
20<strong>08</strong><br />
$’000<br />
Bank balances 16,612 18,222 5,519 13,512<br />
<strong>2007</strong><br />
$’000<br />
9. TRADE AND OTHER RECEIVABLES<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
Note<br />
$’000 $’000 $’000 $’000<br />
Current<br />
Trade debtors (net of impairment losses) 24 50,158 22,954 — 66<br />
Retentions 66 — — —<br />
Other receivables 163 755 — —<br />
Other loans 6,789 6,789 — —<br />
Impairment loss on other loans (6,789) (6,789) _ —<br />
Sundry debtors 461 429 _ —<br />
Loan to related entity 31 6,064 4,123 6,064 4,123<br />
56,912 28,261 6,064 4,189<br />
Non-current<br />
Loans to controlled entities 32 — — 49,889 31,795<br />
The amounts receivable from wholly owned entities are unsecured, interest free and payable on demand. The loan to the related party comprises a loan<br />
made to Mr Campbell, the Company’s Chairman of the Board of Directors and Chief Executive Officer (see note 31).<br />
10. Construction Work In Progress<br />
Consolidated<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
Company<br />
20<strong>08</strong><br />
$’000<br />
Construction work in progress 40,685 53,418 — —<br />
Construction work in progress comprises:<br />
Contract costs incurred to date 585,528 296,367 — —<br />
Profit recognised to date 61,218 38,570 — —<br />
646,746 334,937 — —<br />
Less: progress billings (606,061) (281,519) — —<br />
Net construction work in progress 40,685 53,418 — —<br />
<strong>2007</strong><br />
$’000<br />
11. OTHER CURRENT ASSETS<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Prepayments 1,717 435 184 —<br />
a year of milestones 43
12. Property, PLANT AND EQUIPMENT<br />
Leasehold<br />
improvements<br />
$’000<br />
Land &<br />
buildings<br />
$’000<br />
Plant &<br />
equipment<br />
$’000<br />
Leased plant<br />
& equipment<br />
$’000<br />
Capital works<br />
in progress<br />
$’000<br />
Consolidated 20<strong>08</strong><br />
At cost 24 4,306 45,316 31,235 2,750 83,631<br />
Accumulated depreciation/amortisation (10) (18) (18,678) (8,939) ‐ (27,645)<br />
14 4,288 26,638 22,296 2,750 55,986<br />
Consolidated <strong>2007</strong><br />
At cost 105 — 32,284 18,850 2 51,241<br />
Accumulated depreciation/amortisation (81) — (13,704) (6,535) — (20,320)<br />
24 — 18,580 12,315 2 30,921<br />
Total<br />
$’000<br />
Reconciliations<br />
Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below.<br />
Leasehold<br />
improvements<br />
$’000<br />
Land &<br />
buildings<br />
$’000<br />
Plant &<br />
equipment<br />
$’000<br />
Leased plant<br />
& equipment<br />
$’000<br />
Capital works<br />
in progress<br />
$’000<br />
Consolidated 20<strong>08</strong><br />
Carrying amount at 1 July <strong>2007</strong> 24 — 18,580 12,315 2 30,921<br />
Additions 749 4,306 7,273 8,521 2,748 23,597<br />
Acquisitions through subsidiaries acquired — — 7,057 4,164 — 11,221<br />
Disposals (743) — (232) (99) — (1,074)<br />
Depreciation (16) (18) (6,040) — — (6,074)<br />
Amortisation — — — (2,605) — (2,605)<br />
Carrying amount at 30 June 20<strong>08</strong> 14 4,288 26,638 22,296 2,750 55,986<br />
Total<br />
$’000<br />
Consolidated <strong>2007</strong><br />
Carrying amount at 1 July 2006 35 — 11,036 9,841 198 21,110<br />
Additions — — 3,773 2,376 (196) 5,953<br />
Acquisitions through subsidiaries acquired — — 9,236 621 — 9,857<br />
Disposals — — (354) (14) — (368)<br />
Depreciation (11) — (4,827) — — (4,838)<br />
Amortisation — — — (2,121) — (2,121)<br />
Impairment — — (500) — — (500)<br />
Transfer from non-current assets held for sale — — 216 1,612 — 1,828<br />
Carrying amount at 30 June <strong>2007</strong> 24 — 18,580 12,315 2 30,921<br />
13. INVESTMENTS<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Investments - listed entities 24,875 — 24,875 —<br />
Investments - other 1,240 22 2,004 1,260<br />
Deferred expenditure 41 41 — —<br />
26,156 63 26,879 1,260<br />
The investment in listed entities comprises an investment in Sydney Gas Limited, a company listed on the Australian Securities Exchange.<br />
14. Exploration assets<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Cost<br />
Balance at 1 July 6,175 3,819 — —<br />
Acquisitions 12,387 2,356 — —<br />
Transferred to development assets (14,462) — — —<br />
Balance at 30 June 4,100 6,175 — —<br />
44 LUCAS group
15. Intangible Development assets<br />
Gas assets<br />
$’000<br />
Consolidated<br />
Cost<br />
Balance at 30 June 2006 — 2,276 2,276<br />
Acquisitions — 92 92<br />
Balance at 30 June <strong>2007</strong> — 2,368 2,368<br />
Acquisitions — 126 126<br />
Transferred from exploration assets 14,462 — 14,462<br />
Balance at 30 June 20<strong>08</strong> 14,462 2,494 16,956<br />
Amortisation and impairment losses<br />
Balance at 30 June 2006 — 1,140 1,140<br />
Amortisation for the year — 182 182<br />
Balance at 30 June <strong>2007</strong> — 1,322 1,322<br />
Amortisation for the year — 182 182<br />
Balance at 30 June 20<strong>08</strong> — 1,504 1,504<br />
Carrying amounts<br />
At 1 July 2006 — 1,136 1,136<br />
At 30 June <strong>2007</strong> — 1,046 1,046<br />
At 1 July <strong>2007</strong> — 1,046 1,046<br />
At 30 June 20<strong>08</strong> 14,462 990 15,452<br />
Other<br />
$’000<br />
Total<br />
$’000<br />
16. Other INTANGIBLE ASSETS<br />
Customer<br />
Relationships<br />
$’000<br />
Goodwill<br />
$’000<br />
Consolidated<br />
Pipeline<br />
rights<br />
$’000<br />
Cost<br />
Balance at 1 July 2006 — 5,432 1,786 7,218<br />
Acquisitions—through business combinations 4,758 — — 4,758<br />
Balance at 30 June <strong>2007</strong> 4,758 5,432 1,786 11,976<br />
Acquisitions—through business combinations 5,505 2,559 — 8,064<br />
Balance at 30 June 20<strong>08</strong> 10,263 7,991 1,786 20,040<br />
Amortisation and impairment losses<br />
Balance at 1 July 2006 — 607 — 607<br />
Amortisation for the year 1,785 — — 1,785<br />
Impairment loss — 993 1,786 2,779<br />
Balance 30 June <strong>2007</strong> 1,785 1,600 1,786 5,171<br />
Amortisation for the year 2,590 — — 2,590<br />
Balance at 30 June 20<strong>08</strong> 4,375 1,600 1,786 7,761<br />
Carrying amounts<br />
At 1 July 2006 — 4,825 1,786 6,611<br />
At 30 June <strong>2007</strong> 2,973 3,832 — 6,805<br />
At 1 July <strong>2007</strong> 2,973 3,832 — 6,805<br />
At 30 June 20<strong>08</strong> 5,888 6,391 — 12,279<br />
Total<br />
$’000<br />
a year of milestones 45
16. Other INTANGIBLE ASSETS (cont)<br />
Goodwill<br />
$’000<br />
Company<br />
Pipeline rights<br />
$’000<br />
Cost<br />
Balance at 1 July 2006 2,061 1,786 3,847<br />
Balance at 30 June <strong>2007</strong> 2,061 1,786 3,847<br />
Balance at 30 June 20<strong>08</strong> 2,061 1,786 3,847<br />
Amortisation and impairment losses<br />
Balance at 1 July 2006 — — —<br />
Impairment loss — 1,786 1,786<br />
Balance at 30 June <strong>2007</strong> — 1,786 1,786<br />
Balance at 30 June 20<strong>08</strong> — 1,786 1,786<br />
Carrying amounts<br />
At 1 July 2006 2,061 1,786 3,847<br />
At 30 June <strong>2007</strong> 2,061 — 2,061<br />
At 1 July <strong>2007</strong> 2,061 — 2,061<br />
At 30 June 20<strong>08</strong> 2,061 — 2,061<br />
Total<br />
$’000<br />
Impairment tests for cash generating units containing goodwill<br />
For the purpose of impairment testing, goodwill is allocated to the <strong>Group</strong>’s operating divisions which represent the lowest level within the <strong>Group</strong> at<br />
which the goodwill is monitored for internal management purposes.<br />
The aggregate carrying amounts allocated to each unit are:<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Drilling 2,559 — — —<br />
Construction and infrastructure 3,832 3,832 2,061 2,061<br />
6,391 3,832 2,061 2,061<br />
The recoverable amount of the cash generating unit is based on value in use calculations using cash flow projections based on the following year’s budget<br />
and plan extended over a period of 5 years. A pre-tax discount rate of 12.5% is applied adjusted for the risk of the industry in which each unit operates.<br />
17. DEFERRED TAX ASSETS AND LIABILITIES<br />
Recognised deferred tax assets and liabilities<br />
Deferred tax assets and liabilities are attributable to the following:<br />
Assets Liabilities Net<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
20<strong>08</strong><br />
$’000<br />
Consolidated<br />
Construction work in progress — — (9,502) (6,110) (9,502) (6,110)<br />
Intangibles — — (266) (631) (266) (631)<br />
Intangible development costs — — (254) (274) (254) (274)<br />
Exploration, evaluation and development expenditure — — (5,118) (2,<strong>08</strong>2) (5,118) (2,<strong>08</strong>2)<br />
Convertible note issue cost — — (5) (244) (5) (244)<br />
Property, plant and equipment — 15 — — — 15<br />
Impairment of trade debtors 2,180 2,177 — — 2,180 2,177<br />
Provisions for employee benefits 1,650 974 — — 1,650 974<br />
Trade creditors 1,225 971 — — 1,225 971<br />
Other creditors and accruals 224 192 — — 224 192<br />
Unrealised foreign exchange differences 301 310 — — 301 310<br />
Tax value of loss carry-forwards recognised 8,344 10,304 — — 8,344 10,304<br />
Tax assets/(liabilities) 13,924 14,943 (15,145) (9,341) (1,221) 5,602<br />
Set off of tax (13,924) (9,341) 13,924 9,341 — —<br />
Net tax assets/(liabilities) — 5,602 (1,221) — (1,221) 5,602<br />
<strong>2007</strong><br />
$’000<br />
46 LUCAS group
Assets Liabilities Net<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
20<strong>08</strong><br />
$’000<br />
Company<br />
Convertible note issue cost — — (5) (244) (5) (244)<br />
Unrealised foreign exchange differences 276 276 — — 276 276<br />
Tax value of loss carry-forwards recognised 8,134 10,094 — — 8,134 10,094<br />
Tax assets/(liabilities) 8,410 10,370 (5) (244) 8,405 10,126<br />
Set off of tax (5) (244) 5 244 — —<br />
Net tax assets/(liabilities 8,405 10,126 — — 8,405 10,126<br />
<strong>2007</strong><br />
$’000<br />
Movement in temporary differences during the year:<br />
Balance<br />
01 Jul 07<br />
$’000<br />
Recognised<br />
in income<br />
$’000<br />
Consolidated<br />
Utilisation<br />
of c/f tax<br />
losses<br />
$’000<br />
Balance<br />
30 Jun <strong>08</strong><br />
$’000<br />
Balance<br />
01 Jul 07<br />
$’000<br />
Recognised<br />
in income<br />
$’000<br />
Company<br />
Utilisation<br />
of c/f tax<br />
losses<br />
$’000<br />
Balance<br />
30 Jun <strong>08</strong><br />
$’000<br />
20<strong>08</strong><br />
Construction work in progress (6,110) (3,392) — (9,502) — — — —<br />
Intangibles (631) 365 — (266) — — — —<br />
Intangible development costs (274) 20 — (254) — — —<br />
Exploration, evaluation and<br />
development expenditure<br />
(2,<strong>08</strong>2) (3,036) — (5,118) — — — —<br />
Convertible note issue cost (244) 239 — (5) (244) 239 — (5)<br />
Property, plant and equipment 15 (15) — — — — — —<br />
Doubtful debts impairment recognised 2,177 3 — 2,180 — — — —<br />
Provisions for employee benefits 974 676 — 1,650 — — — —<br />
Trade creditors 971 254 — 1,225 — — — —<br />
Other creditors and accruals 192 32 — 224 — — — —<br />
Unrealised foreign exchange differences 310 (9) — 301 276 — — 276<br />
Value of carried forward income tax<br />
losses recognised<br />
10,304 — (1,960) 8,344 10,094 — (1,960) 8,134<br />
5,602 (4,863) (1,960) (1,221) 10,126 239 (1,960) 8,405<br />
Balance<br />
01 Jul 06<br />
$’000<br />
Acquired<br />
in business<br />
combinations<br />
$’000<br />
Consolidated<br />
Recognised<br />
in income<br />
$’000<br />
Balance<br />
30 Jun 07<br />
$’000<br />
Balance<br />
01 Jul 06<br />
$’000<br />
Company<br />
Recognised<br />
in income<br />
$’000<br />
Balance<br />
30 Jun 07<br />
$’000<br />
<strong>2007</strong><br />
Construction work in progress (3,679) — (2,431) (6,110) — — —<br />
Intangibles — (1,167) 536 (631) — — —<br />
Intangible development costs (314) — 40 (274) — — —<br />
Exploration, evaluation and development<br />
(962) — (1,120) (2,<strong>08</strong>2) — — —<br />
expenditure<br />
Convertible note issue cost (61) — (183) (244) (61) (183) (244)<br />
Plant and equipment 392 — (377) 15 — — —<br />
Doubtful debts impairment recognised 2,137 — 40 2,177 — — —<br />
Provisions for employee benefits 584 — 390 974 — — —<br />
Trade creditors 795 — 176 971 — — —<br />
Other creditors and accruals 58 — 134 192 — — —<br />
Unrealised foreign exchange differences 452 — (142) 310 276 — 276<br />
Tax value of loss carry-forwards recognised 5,199 — 5,105 10,304 4,989 5,105 10,094<br />
4,601 (1,167) 2,168 5,602 5,204 4,922 10,126<br />
Unrecognised deferred tax assets<br />
As at 30 June 20<strong>08</strong>, the <strong>Group</strong> had not recognised deferred tax assets of $1,117,811 (<strong>2007</strong>: $116,565) in relation to foreign income tax losses.<br />
The Company did not have any unrecognised deferred tax assets.<br />
a year of milestones 47
18. TRADE AND OTHER PAYABLES<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Current<br />
Trade payables 60,048 31,506 376 —<br />
Other payables and accruals 23,026 34,813 256 84<br />
83,074 66,319 632 84<br />
Non-current<br />
Other loans—controlled entities — — 29,361 16,217<br />
Other than the loan from the Company’s Hong Kong subsidiary, the loans payable to controlled entities were interest free, unsecured and repayable on<br />
demand.<br />
19. INTEREST-BEARING LOANS AND liabilities<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Current<br />
Bank overdraft—secured 867 5,663 — —<br />
Other borrowings—unsecured 716 277 — —<br />
Other borrowings—secured 1,779 836 — —<br />
Deferred subsidiary acquisition consideration 3,250 1,250 — —<br />
Bank loans—secured 9,200 — 4,500 —<br />
Lease liabilities—secured 4,184 2,680 — —<br />
19,996 10,706 4,500 —<br />
Non-current<br />
Lease liabilities—secured 13,760 6,727 — —<br />
Other borrowings—secured 2,582 3,516 — —<br />
Deferred subsidiary acquisition consideration 5,476 2,750 — —<br />
Bank loans—secured 28,492 — 17,500 —<br />
Convertible notes—unsecured 726 24,188 726 24,188<br />
51,036 37,181 18,226 24,188<br />
Financing facilities<br />
(a) The <strong>Group</strong> has access to the following lines of credit and bank guarantees<br />
Bank overdraft—secured 8,500 5,500 8,500 5,500<br />
Other borrowings—secured 4,361 4,352 — —<br />
Lease liabilities—secured 29,501 11,546 — —<br />
Bank loan—secured 37,692 — 22,000 —<br />
80,054 21,398 30,500 5,500<br />
Total facilities utilised at balance date:<br />
Bank overdraft—secured 867 5,663 — —<br />
Less: Right of set off (867) (5,519) — —<br />
Net overdraft — 144 — —<br />
Other borrowings—secured 4,361 4,352 — —<br />
Lease liabilities—secured 17,944 9,407 — —<br />
Bank loan—secured 37,692 — 22,000 —<br />
59,997 13,759 22,000 —<br />
Total facilities not utilised at balance date:<br />
Bank overdraft—secured 8,500 5,356 8,500 5,500<br />
Other borrowings—secured — — — —<br />
Lease liabilities—secured 11,557 2,139 — —<br />
Bank loan—secured — — — —<br />
20,057 7,495 8,500 5,500<br />
48 LUCAS group
(b) Bond facilities provided by surety entities<br />
Consolidated<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
Company<br />
20<strong>08</strong><br />
$’000<br />
Bank facilities in aggregate 50,000 40,000 — —<br />
Amount utilised 30,788 13,935 — —<br />
Unused bond facilities 19,212 26,065 — —<br />
Bank indemnity guarantee 5,<strong>08</strong>4 3,<strong>08</strong>4 3,557 1,557<br />
Amount utilised 4,381 2,123 — —<br />
Unused bond facilities 703 961 3,557 1,557<br />
<strong>2007</strong><br />
$’000<br />
Bank standby letter of credit 2,900 2,900 2,900 2,900<br />
Amount utilised 2,900 — 2,900 —<br />
Unused bond facilities — 2,900 — 2,900<br />
Of the bonds utilised, $26,931,133 (<strong>2007</strong>: $9,660,573) are on projects which are yet to achieve practical completion.<br />
Loans and debt repayment schedule<br />
Terms and conditions of outstanding loans were as follows:<br />
Nominal<br />
interest rate<br />
%<br />
Finanical<br />
year of<br />
maturity<br />
Consolidated<br />
Bank overdraft 11.75 2009 867 5,663<br />
Secured bank loan 7.47 2009—2013 8,842 —<br />
Secured bank loan 7.35 2009 - 2013 4,550 —<br />
Secured bank loan 7.94 2009 - 2010 20,000 —<br />
Secured bank loan 7.82 2009 2,000 —<br />
Secured bank loan 10.85 2009 2,300 —<br />
Other borrowings—secured 10.25 2009 - 2012 4,265 4,004<br />
Other borrowings—secured 8.50 2009 96 252<br />
Other borrowings—unsecured 2.97 2009 716 277<br />
Deferred subsidiary acquisition consideration — 2009 - 2011 5,976 —<br />
Deferred subsidiary acquisition consideration 10.50 2009 - 2010 2,750 4,000<br />
Convertible notes 10.00 2010 726 24,188<br />
Financial lease liabilities Ave 9.50 2009 - 2012 17,944 9,407<br />
71,032 47,791<br />
Company<br />
Secured bank loan 7.94 2009 - 2010 20,000 —<br />
Secured bank loan 7.82 2009 2,000 —<br />
Convertible notes 10.00 2010 726 24,188<br />
22,726 24,188<br />
All loans are denominated in Australian dollars.<br />
Bank facilities<br />
The bank overdraft, bank loans, indemnity guarantee and standby letter of credit are all secured by a registered fixed and floating charge over all the<br />
assets of the <strong>Group</strong>.<br />
Subsequent to year-end, the <strong>Group</strong>’s bank facilities have been renegotiated as part of the acquisition of Mitchell Drilling. Refer to note 34 for further<br />
information.<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
a year of milestones 49
19. INTEREST-BEARING LOANS AND liabilities (cont)<br />
Finance lease facilities<br />
The <strong>Group</strong>’s lease liabilities are secured by the leased assets of $22,256,000 (<strong>2007</strong>: $12,315,000) which, in the event of default, revert to the lessor.<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Finance lease liabilities<br />
Payments<br />
Within one year 5,518 3,304 — —<br />
Between one and five years 15,509 7,273 — —<br />
21,027 10,577 — —<br />
Less: interest<br />
Within one year (1,334) (624) — —<br />
Between one and five years (1,749) (546) — —<br />
(3,<strong>08</strong>3) (1,170) — —<br />
Total lease liabilities 17,944 9,407 — —<br />
Lease liabilities provided for in the financial statements:<br />
Current 4,184 2,680 — —<br />
Non-current 13,760 6,727 — —<br />
Total lease liabilities 17,944 9,407 — —<br />
The <strong>Group</strong> leases plant and equipment under finance leases expiring from one to four years. At the end of the lease terms, the <strong>Group</strong> has the option to<br />
purchase the plant and equipment.<br />
Convertible notes<br />
In June <strong>2007</strong>, the Company issued 25,000,000 $1.00 unsecured redeemable convertible notes. The notes carry a fixed coupon of 10.0% per annum<br />
and have a term of three years unless converted or redeemed beforehand. Interest is cumulative in the event that an interest payment is not made.<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Carrying amount at beginning of year 24,188 9,923 24,188 9,923<br />
Accreted interest capitalised — 77 — 77<br />
Redemption of notes (1,500) (10,000) (1,500) (10,000)<br />
Conversion of notes (22,756) — (22,756) —<br />
Proceeds of issue of convertible notes — 25,000 — 25,000<br />
Transaction costs 794 (812) 794 (812)<br />
Carrying amount at end of year 726 24,188 726 24,188<br />
From 2 June 20<strong>08</strong>, note holders have the right to convert the notes into ordinary shares at a 15% discount to the volume weighted average sale price<br />
of the shares over the 30 day period prior to conversion. Alternatively, if the Company decides to spin off and list its equity interests in coal seam gas<br />
assets including the Gloucester Basin project, the notes are convertible into ordinary shares in the new company at a 15% discount to the Initial Public<br />
Offering issue price. During the year, $22,756,459 of the notes were converted into ordinary shares at an average conversion price of $5.02 per share<br />
and $1,500,000 of the notes were redeemed at a premium of 1.75%. The notes mature on 28 June 2010.<br />
On or after 28 June 20<strong>08</strong>, the Company may redeem up to 50% of the notes. The Company’s right of redemption prevails over the conversion rights<br />
of the holder. The notes carry no voting rights.<br />
20. CURRENT TAX LIABILITies<br />
The current tax liability for the <strong>Group</strong> of $114,000 (<strong>2007</strong>: $75,000) represents the amount of income tax payable in respect of current and prior<br />
financial periods.<br />
50 LUCAS group
21. PROVISIONS<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
Note<br />
$’000 $’000 $’000 $’000<br />
Current<br />
Employee benefits 23 4,751 2,702 — —<br />
Provision for contractual dispute 3,799 — — —<br />
8,550 2,702 — —<br />
Non-current<br />
Employee benefits 23 748 586 — —<br />
Provision for contractual dispute — 2,941 — —<br />
748 3,527 — —<br />
The provision for contractual dispute relates to a contract undertaken in Hong Kong in 2000 and 2001 and has been settled since year end.<br />
22. OPERATING LEASES<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Non-cancellable operating lease rentals are payable as follows:<br />
Less than one year 985 532 — —<br />
Between one and five years 1,164 226 — —<br />
2,149 758 — —<br />
The <strong>Group</strong> leases property under non-cancellable operating leases expiring from one to three years. The leases generally provide the <strong>Group</strong> with a right of<br />
renewal. During the financial year, $1,109,000 (<strong>2007</strong>: $839,000) was recognised as an expense in the income statement in respect of operating leases.<br />
23. EMPLOYEE BENEFITS<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
Note<br />
$’000 $’000 $’000 $’000<br />
Provision for employee benefits, including on-costs:<br />
Current 21 4,751 2,702 — —<br />
Non-current 21 748 586 — —<br />
5,499 3,288 — —<br />
Superannuation plans<br />
Benefits provided under the superannuation funds to which the <strong>Group</strong> contributes are based on accumulated contributions and earnings for each<br />
employee. The <strong>Group</strong> has a legal obligation to contribute to the funds in accordance with the Superannuation Guarantee Charge legislation. The amount<br />
recognised as an expense for the financial year was $4,375,341 (<strong>2007</strong>: $1,968,683).<br />
Employee share plan<br />
The Company has three employee incentive schemes approved by shareholders at the 2001, 2006 and <strong>2007</strong> <strong>annual</strong> general meetings. Total securities<br />
granted but unissued under these schemes cannot exceed 15% of the total number of shares on issue.<br />
a) Management rights plan: The management rights plan (MRP) is available to employees, non-executive directors and other persons at<br />
the discretion of the Board. Nominated persons are granted rights to acquire shares in the Company. The issue of these rights can take the form of the<br />
award of shares for no monetary consideration, traditional priced options or performance rights (which have no exercise price).<br />
Each right is convertible to one ordinary share. There are no voting or dividend rights attaching to the rights nor are there voting rights attaching to<br />
the unissued ordinary shares.<br />
During the year, 250,000 (<strong>2007</strong>: 550,000) options were granted to the executive directors as approved by shareholders at the <strong>annual</strong> general<br />
meeting held in November <strong>2007</strong>. The options vest immediately but cannot be exercised for 3 years. The fair value of services received in return for the<br />
share options granted was calculated using a Black-Scholes pricing model with the following inputs:<br />
Grant date 23 Nov <strong>2007</strong> Expected volatility 51%<br />
Expiry date 23 Nov 2012 Risk free interest rate 6.4%<br />
Share price on grant date $3.40 Expected dividend yield 2.2%<br />
Exercise price $2.11 Fair Value at grant date $1.70<br />
a year of milestones 51
23. EMPLOYEE BENEFITS (cont)<br />
Share based payments<br />
The Company also issued rights to employees during the year under the terms of the Management Rights Plan. The rights were issued subject to the<br />
<strong>Group</strong> achieving minimum performance criteria and the recipients complying with employment conditions. Generally, these rights vest in three tranches<br />
commencing between one and three years after grant date and expiring two years after they vest. The fair value of the rights granted during the year were:<br />
Grant date 31 Aug <strong>2007</strong><br />
Expiry date 31 Aug 2012<br />
Share price on grant date $2.11<br />
Exercise price —<br />
Expected volatility 49% - 56%<br />
Risk free interest rate 6.2% - 6.3%<br />
Expected dividend yield 2.8%<br />
Fair value per right $1.88 - $2.05<br />
During the year ended 30 June 20<strong>08</strong>, the <strong>Group</strong> recognised as an expense $1,494,000 (<strong>2007</strong>: $1<strong>08</strong>,000) in relation to share based payments.<br />
The fair value of the rights granted in previous years has been calculated using a Black-Scholes pricing model and allocated to each <strong>report</strong>ing period<br />
evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the rights allocated to this <strong>report</strong>ing period.<br />
The following factors and assumptions were used in determining the fair value of rights on grant date, for those share based payments granted in<br />
previous years:<br />
Grant date Nov 2006 June 2005 May 2004<br />
Expiry date Nov 2011 May 2009 May 2009<br />
Share price on grant date $1.<strong>08</strong> $1.52 $1.66<br />
Exercise price $1.10 Nil Nil<br />
Expected volatility 44% 39% 38%<br />
Risk free interest rate 5.7% 5.1% 5.6%<br />
Expected dividend yield 4.8% 5.6% 5.4%<br />
Fair value per right $0.25 $1.20 $1.29<br />
Details of rights in aggregate over unissued ordinary shares at the beginning and ending of the <strong>report</strong>ing period and movements during the year are set<br />
out below.<br />
Grant date<br />
Exercise date<br />
on or after<br />
Expiry date<br />
Number of<br />
rights at<br />
beginning<br />
of year<br />
Rights<br />
issued<br />
Rights<br />
exercised<br />
Rights<br />
cancelled<br />
Number of rights<br />
at end of year<br />
On issue<br />
Consolidated & Company <strong>2007</strong><br />
28 May 2004 30 Jun 2004 28 May 2009 222,000 — (132,000) — 90,000 90,000<br />
28 May 2004 30 Jun 2005 28 May 2009 162,333 — (100,333) — 62,000 62,000<br />
28 May 2004 30 Jun 2006 28 May 2009 24,000 — (2,000) — 22,000 22,000<br />
27 June 2005 30 Jun 2005 28 May 2009 30,000 — — — 30,000 30,000<br />
27 June 2005 30 Jun 2006 28 May 2009 30,000 — — — 30,000 30,000<br />
27 June 2005 30 Jun <strong>2007</strong> 28 May 2009 30,000 — — — 30,000 30,000<br />
24 Nov 2006 24 Nov 2009 24 Nov 2011 550,000 — — — 550,000 —<br />
31 Aug <strong>2007</strong> 30 June 2010 30 June 2010 — 369,183 — — 369,183 369,183<br />
31 Aug <strong>2007</strong> 30 June 2011 30 June 2011 — 369,183 — — 369,183 —<br />
31 Aug <strong>2007</strong> 30 June 2012 31 Aug 2012 — 1,119,063 — — 1,119,063 —<br />
23 Nov <strong>2007</strong> 23 Nov 2010 23 Nov 2012 — 250,000 — — 250,000 250,000<br />
1,048,333 2,107,429 (234,333) — 2,921,429 883,183<br />
Vested<br />
b) Deferred share plan: The deferred share plan (DSP) is available to chosen directors, including non-executives, and employees to allow<br />
them to take a part of their <strong>annual</strong> remuneration in the form of shares in the Company. Shares vest from the date of issue but cannot be disposed of<br />
until the earlier of 10 years from the date of issue or the date their employment or service with the <strong>Group</strong> ceases. No shares (<strong>2007</strong>: 100,000) were<br />
issued during the year.<br />
52 LUCAS group
c) Employee share acquisition plan: The employee share acquisition plan (ESAP) is available to all eligible employees to acquire<br />
ordinary shares in the Company for no consideration as a bonus component of their remuneration. The ESAP complies with current Australian tax<br />
legislation, enabling permanent employees to have up to $1,000 of free shares per annum, in respect of an employee share scheme, excluded from<br />
their assessable income.<br />
Employees must have been employed by any entity within the <strong>Group</strong> for a minimum period of one year to be eligible. Shares issued under the ESAP<br />
rank equally with other fully paid ordinary shares including full voting and dividend rights from the date they vest. No consideration for the shares is<br />
receivable from the employees.<br />
Shares are issued in the name of the participating employee and vest from the date of issue. However, they cannot be disposed of until the earlier of<br />
3 years from the date of issue or the date their employment with the <strong>Group</strong> ceases. The Board has the discretion to vary this restriction. The ESAP has<br />
no conditions that could result in a recipient forfeiting ownership of shares.<br />
No shares were issued under this plan in either of the last two years and all shares previously issued under this plan were released from escrow in<br />
previous years.<br />
24. CAPITAL AND RESERVES<br />
Reconciliation of movement in capital and reserves attributable to equity holders of the parent.<br />
Employee equity<br />
benefit reserve<br />
$’000<br />
Translation<br />
reserve<br />
$’000<br />
Share capital<br />
$’000<br />
Retained<br />
earnings/<br />
(accumulated<br />
losses)<br />
$’000<br />
Total equity<br />
$’000<br />
Consolidated<br />
Balance at 1 July 2006 704 — 29,236 (7,704) 22,236<br />
Total recognised income and expense — 306 — 6,396 6,702<br />
Issue of ordinary shares — — 1,419 — 1,419<br />
Equity settled share based payments 81 — — — 81<br />
Balance at 30 June <strong>2007</strong> 785 306 30,655 (1,3<strong>08</strong>) 30,438<br />
Balance at 1 July <strong>2007</strong> 785 306 30,655 (1,3<strong>08</strong>) 30,438<br />
Total recognised income and expense — 274 — 13,468 13,742<br />
Dividends to equity holders — — — (3,273) (3,273)<br />
Issue of ordinary shares — — 23,382 — 23,382<br />
Equity settled share based payments 871 — — — 871<br />
Balance at 30 June 20<strong>08</strong> 1,656 580 54,037 8,887 65,160<br />
Company<br />
Balance at 1 July 2006 — — 29,236 (7,073) 22,163<br />
Total recognised income and expense — — — (1,209) (1,209)<br />
Issue of ordinary shares — — 1,419 — 1,419<br />
Equity settled share based payments — — 81 — 81<br />
Balance at 30 June <strong>2007</strong> — — 30,736 (8,282) 22,454<br />
Balance at 1 July <strong>2007</strong> — — 30,736 (8,282) 22,454<br />
Total recognised income and expense — — — 3,719 3,719<br />
Dividends to equity holders — — — (3,273) (3,273)<br />
Issue of ordinary shares — — 23,382 — 23,382<br />
Balance at 30 June 20<strong>08</strong> — — 54,118 (7,836) 46,282<br />
Nature and purpose of reserves<br />
Employee equity benefits reserve: The employee equity benefits reserve represents expense associated with equity settled compensation<br />
under the employee management rights plan.<br />
Translation reserve: The translation reserve comprises all foreign currency differences arising from the translation of the financial statements<br />
of foreign operations.<br />
a year of milestones 53
24. CAPITAL AND RESERVES (cont)<br />
Share capital - ordinary shares<br />
20<strong>08</strong><br />
No. of<br />
Shares<br />
Company<br />
<strong>2007</strong><br />
No. of<br />
Shares<br />
Movements during the year<br />
Balance at beginning of year 54,200,536 51,981,937<br />
Shares issued for business acquisition 285,550 1,333,333<br />
Exercise of rights under the Management Rights Plan 234,333 343,666<br />
Equity settled share based payments — 100,000<br />
Payment of fees and costs — 441,600<br />
Conversion of convertible notes 4,536,715 —<br />
Balance at end of year 59,257,134 54,200,536<br />
Holders of ordinary shares are entitled to receive dividends and, in the event of a winding up of the Company, to any proceeds of liquidation after all<br />
creditors and other stockholders.<br />
On a show of hands, every holder of ordinary shares present at a shareholder meeting in person or by proxy is entitled to one vote and upon a poll,<br />
each share is entitled to one vote.<br />
Subsequent event: In July 20<strong>08</strong>, the Company issued 109,266 shares at $5.72 per share as the second instalment for the deferred<br />
consideration for the acquisition of McDermott Drilling Pty Limited purchased in July 2006.<br />
Also in July 20<strong>08</strong>, the Company issued 5,500,000 shares at $5.30 per share for cash to partially fund the acquisition of the business of Mitchell<br />
Drilling. In August 20<strong>08</strong>, the Company issued 2,645,503 shares to the vendors of Mitchell Drilling at an issue price of $5.67 per share on settlement of<br />
the acquisition.<br />
In September 20<strong>08</strong>, the Company issued 240,000 shares for nil consideration following the exercise of management rights by employees.<br />
Dividends<br />
Dividends recognised by the Company during the current year are:<br />
Cents<br />
per share<br />
Total amount<br />
$’000<br />
Franked/<br />
unfranked Date of payment<br />
Final <strong>2007</strong> 2.5 1,362 100% franked 28 September <strong>2007</strong><br />
Interim 20<strong>08</strong> 3.5 1,911 100% franked 28 March 20<strong>08</strong><br />
3,273<br />
Dividend not recognised at year end<br />
Since the year end, the directors have recommended of a final dividend of 4.5 cents (<strong>2007</strong>: 2.5 cents) per share franked to 15% payable on 29<br />
September 20<strong>08</strong>. The declaration and subsequent payment of the dividend has no income tax consequences.<br />
The financial effect of this dividend has not been brought to account in the financial statements for the financial year ended 30 June 20<strong>08</strong> and will<br />
be recognised in subsequent financial <strong>report</strong>s.<br />
Dividend franking account<br />
After the payment of the dividend referred to above, the balance of franking credits available to shareholders of the Company for subsequent financial<br />
years is $48,312 (<strong>2007</strong>: $1,738,000).<br />
25. FINANCIAL INSTRUMENTs<br />
Overview<br />
The <strong>Group</strong>’s activities expose it to the following risks from their use of financial instruments:<br />
• Credit risk;<br />
• Liquidity risk; and<br />
• Market risk (including currency and interest rate risks).<br />
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board has established<br />
the Risk Management Committee, which is responsible for developing and monitoring risk management policies. The committee <strong>report</strong>s regularly to the<br />
Board of Directors on its activities.<br />
54 LUCAS group
Risk management policies are established to identify and analyse the risks faced by the Company and <strong>Group</strong>, to set appropriate risk limits and<br />
controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market<br />
conditions and the Company’s and <strong>Group</strong>’s activities. The Company and <strong>Group</strong>, through their training and management standards and procedures, aim<br />
to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.<br />
The Audit Committee oversees how management monitors compliance with the Company’s and <strong>Group</strong>’s risk management policies and procedures<br />
and reviews the adequacy of the risk management framework in relation to the risks faced by the Company and <strong>Group</strong>.<br />
Credit risk<br />
Credit risk is the risk of financial loss to the <strong>Group</strong> if a customer or the counterparty to a financial instrument fails to meet its contractual obligations,<br />
and arises principally from the <strong>Group</strong>’s receivables from customers. For the Company, it arises principally from receivables due from subsidiaries. The<br />
maximum exposure to credit risk is the carrying amount of the financial assets.<br />
Trade and other receivables: The Company’s and <strong>Group</strong>’s exposure to credit risk is influenced mainly by the individual characteristics of<br />
each customer. The <strong>Group</strong>’s customer base consists of mainly government, semi-government and major public company customers. The demographics of<br />
the <strong>Group</strong>’s customer base, including the default risk of the industry and location in which the customers operate, has less of an influence on credit risk.<br />
New customers are analysed individually for creditworthiness, taking into account credit ratings where available, financial position, past experience<br />
and other factors. This includes all major contracts and tenders approved by the <strong>Group</strong> Tender Committee.<br />
In monitoring customer credit risk, customers are grouped by business segment, and then by their debtor aging profile. Monitoring of receivable<br />
balances on an ongoing basis minimises the exposure to bad debts. There are no significant concentrations of credit risk within the <strong>Group</strong>.<br />
A provision for impairment is recognised when there is objective evidence that a individual trade receivable is impaired.<br />
Exposure to credit risk: The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit<br />
risk at the <strong>report</strong>ing date was:<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Trade and other receivables 56,912 28,262 6,064 4,189<br />
Bank balances 16,612 18,222 5,519 13,512<br />
Loans to controlled entities — — 49,889 31,795<br />
73,524 46,484 61,472 49,496<br />
Maximum exposure to credit risk for trade and other receivables at the <strong>report</strong>ing date<br />
by business segment was:<br />
Drilling 15,853 13,515 — —<br />
Pipelines 25,711 3,684 — —<br />
Construction and infrastructure 8,594 5,756 — —<br />
Unallocated 6,754 5,307 6,064 4,189<br />
56,912 28,262 6,064 4,189<br />
Impairment losses: The ageing of the <strong>Group</strong> and Company’s trade receivables at the <strong>report</strong>ing date was:<br />
Gross<br />
20<strong>08</strong><br />
$’000<br />
Impairment<br />
20<strong>08</strong><br />
$’000<br />
Consolidated<br />
Gross<br />
<strong>2007</strong><br />
$’000<br />
Impairment<br />
<strong>2007</strong><br />
$’000<br />
The ageing of trade receivables at the <strong>report</strong>ing date was:<br />
Not past due 38,135 — 14,463 —<br />
Past due up to 30 days 7,826 — 4,094 —<br />
Past due 31 to 120 days 2,953 — 4,248 —<br />
Past due 121 days to one year 1,253 (9) 156 (7)<br />
More than one year 7,187 (7,187) 7,189 (7,189)<br />
57,354 (7,196) 30,150 (7,196)<br />
There was nil movement in the allowance for impairment in respect of trade receivables during the year for the <strong>Group</strong>, as such the balance as at<br />
30 June 20<strong>08</strong> was $7,196,000 (<strong>2007</strong>: $7,196,000).<br />
a year of milestones 55
25. FINANCIAL INSTRUMENTs (cont)<br />
Impairment allowance: Based on historic default rates, the <strong>Group</strong> believe that no impairment allowance is required for trade receivables not<br />
past due.<br />
The impairment allowance related to specific customers, identified as being in trading difficulties, or where specific debts are in dispute. The<br />
impairment allowance does not include debts past due relating to customers with a good credit history, or where payments of amounts due under a<br />
contract for such customers are delayed due to works in dispute and previous experience indicated that the amount will be paid in due course.<br />
When the <strong>Group</strong> is satisfied that no recovery of the amount owing is possible, the amounts considered irrecoverable are written off against the<br />
financial asset directly. At 30 June 20<strong>08</strong>, the <strong>Group</strong> has collective impairments on its trade receivables of $7,196,000 (<strong>2007</strong>: $7,196,000).<br />
Liquidity risk<br />
Liquidity risk is the risk that the <strong>Group</strong> will not be able to meet its financial obligations as they fall due. Liquidity is managed to ensure, as far as<br />
possible, that sufficient funds are available to meet liabilities when they fall due, under both normal and stressed conditions, without incurring<br />
unacceptable losses or risking damage to the <strong>Group</strong>’s reputation.<br />
The <strong>Group</strong> ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations, by<br />
maintaining excess committed credit facilities of at least $5 million. The <strong>Group</strong> aims at maintaining flexibility in funding by keeping committed credit<br />
lines available with a variety of counterparties, with a weighted average duration of at least three years. Refer Note 19 for details of lines of credit<br />
available.<br />
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting<br />
arrangements:<br />
Carrying<br />
amount<br />
Total<br />
6 months<br />
or less<br />
Contractual cash flows<br />
6-12<br />
months<br />
1-2<br />
years<br />
2-5<br />
years<br />
More than<br />
5 years<br />
20<strong>08</strong> $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Consolidated<br />
Trade and other payables—unsecured 83,074 (83,074) (83,074) — — — —<br />
Bank overdraft—secured 867 (867) (867) — — — —<br />
Other borrowings—unsecured 716 (716) (716) — — — —<br />
Other borrowings—secured 4,361 (4,736) (2,013) (691) (1,383) (648) —<br />
Deferred subsidiary acquisition consideration 8,726 (9,250) (3,250) — (3,500) (2,500) —<br />
Bank loans—secured 37,692 (43,295) (2,376) (9,523) (21,725) (9,671) —<br />
Lease liabilities—secured 17,944 (21,027) (2,873) (2,645) (6,377) (9,132) —<br />
Convertible notes—unsecured 726 (892) (37) (37) (818) — —<br />
154,106 (163,857) (95,206) (12,896) (33,803) (21,951) —<br />
20<strong>08</strong><br />
Company<br />
Trade and other payables—unsecured 632 (632) (632) — — — —<br />
Bank loans—secured 22,000 (24,609) (732) (5,327) (18,550) — —<br />
Loans from subsidiaries—unsecured 29,361 (29,361) — — — — (29,361)<br />
Convertible notes—unsecured 726 (892) (37) (37) (818) — —<br />
52,719 (55,494) (1,401) (5,364) (19,368) — (29,361)<br />
Carrying<br />
amount<br />
Total<br />
6 months<br />
or less<br />
Contractual cash flows<br />
6-12<br />
months<br />
1-2<br />
years<br />
2-5<br />
years<br />
More than<br />
5 years<br />
<strong>2007</strong> $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Consolidated<br />
Trade and other payables—unsecured 66,319 (66,319) (66,319) — — — —<br />
Bank overdraft—secured 5,663 (5,663) (5,663) — — — —<br />
Other borrowings—unsecured 277 (277) (277) — — — —<br />
Other borrowings—secured 4,352 (5,876) (1,027) (941) (1,165) (2,743) —<br />
Deferred subsidiary acquisition consideration 4,000 (4,000) (1,250) — (1,250) (1,500) —<br />
Lease liabilities—secured 9,407 (10,577) (1,751) (1,553) (3,091) (4,182) —<br />
Convertible notes—unsecured 24,188 (32,589) (1,288) (1,260) (2,527) (27,514) —<br />
114,206 (125,301) (77,575) (3,754) (8,033) (35,939) —<br />
<strong>2007</strong><br />
Company<br />
Trade and other payables—unsecured 84 (84) (84) — — — —<br />
Convertible notes—unsecured 24,188 (32,589) (1,288) (1,260) (2,527) (27,514) —<br />
Loans from subsidiaries—unsecured 16,217 (16,217) — — — — (16,217)<br />
40,489 (48,890) (1,372) (1,260) (2,527) (27,514) (16,217)<br />
56 LUCAS group
Market risk<br />
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the <strong>Group</strong>’s income<br />
or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within<br />
acceptable parameters, while optimising the return.<br />
Currency risk: The <strong>Group</strong> and the Company operate internationally and are exposed to currency risk on sales, purchases and borrowings that are<br />
denominated in a currency other than the respective functional currencies of <strong>Group</strong> entities, primarily with respect to the US dollar, Euro, Hong Kong<br />
dollar and Pacific francs.<br />
The <strong>Group</strong>’s major foreign currency exposure relates to sales of services and purchases of raw materials, consumables and equipment. The <strong>Group</strong><br />
has certain investments in foreign operations whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net<br />
assets of the <strong>Group</strong>’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies.<br />
Exposure to currency risk<br />
The <strong>Group</strong>’s exposure to foreign currency risk at balance date was as follows, based on notional amounts in Australian dollars (in thousands):<br />
Euro USD XPF NZD HKD<br />
20<strong>08</strong><br />
Consolidated<br />
Trade receivables — 9 — — —<br />
Trade payables (4,956) (724) (64) (12) —<br />
Net balance sheet exposure (4,956) (715) (64) (12) —<br />
<strong>2007</strong><br />
Consolidated<br />
Trade receivables — 15 — 1 1,840<br />
Trade payables (4,002) (1,637) (5,256) — (3)<br />
Net balance sheet exposure (4,002) (1,622) (5,256) 1 1,837<br />
Sensitivity analysis<br />
At 30 June 20<strong>08</strong>, had the Australian dollar weakened/strengthen by 10% against the respective foreign currencies with all other variables held<br />
constant, the <strong>Group</strong> post-tax profit and equity would have been $575,000 higher/$575,000 lower had the Australian dollar weakened/strengthened<br />
against the respective currencies. The Company had no exposure to foreign currency risk at balance date.<br />
The following significant exchange rates applied during the year:<br />
Average Rate<br />
Reporting date spot rate<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
Euro 0.6102 0.6017 0.6055 0.6301<br />
USD 0.8968 0.7857 0.9583 0.8505<br />
XPF 70.36 68.<strong>08</strong> 71.6165 70.4302<br />
HKD 6.9897 6.1256 7.4380 6.6477<br />
NZD 1.1678 1.1476 1.2569 1.1001<br />
Interest rate risk: The <strong>Group</strong>’s main interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the <strong>Group</strong><br />
to cash flow interest rate risk. Borrowings at fixed rates expose the group to fair value interest rate risk.<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Fixed rate instruments<br />
Financial assets 6,064 4,123 6,064 4,123<br />
Financial liabilities (17,420) (33,595) (726) (24,188)<br />
(11,356) (29,472) 5,338 (20,065)<br />
Variable rate instruments<br />
Financial assets 16,612 18,222 5,519 13,512<br />
Financial liabilities (50,862) (10,292) (22,000) —<br />
(34,250) 7,930 (16,481) 13,512<br />
a year of milestones 57
25. FINANCIAL INSTRUMENTs (cont)<br />
At <strong>report</strong>ing date the <strong>Group</strong> and the Company had the following variable rate borrowings:<br />
Weighted<br />
average<br />
interest rate<br />
%<br />
30 June 20<strong>08</strong> 30 June <strong>2007</strong><br />
Balance<br />
$’000<br />
Weighted<br />
average<br />
interest rate<br />
%<br />
Balance<br />
$’000<br />
Consolidated<br />
Bank overdraft 11.75 (867) 10.10 (5,663)<br />
Other borrowings 10.25 (5,077) 9.16 (4,629)<br />
Deferred subsidiary acquisition consideration 10.50 (7,226) — —<br />
Bank loans 7.93 (37,692) — —<br />
Net exposure to cash flow interest rate risk (50,862) (10,292)<br />
Company<br />
Bank loans 7.93 (22,000) — —<br />
Net exposure to cash flow interest rate risk (22,000) —<br />
Fair value sensitivity analysis for fixed rate instruments<br />
The <strong>Group</strong> does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, therefore a change in interest rates at the<br />
<strong>report</strong>ing date would not effect profit or loss for the <strong>Group</strong> or the Company.<br />
Cash flow sensitivity analysis for variable rate instruments<br />
A change of 100 basis points in interest rates at the <strong>report</strong>ing date would have increased/(decreased) equity and profit or loss by $859,704 for the<br />
<strong>Group</strong> (<strong>2007</strong>: $221,415) and $331,000 for the Company (<strong>2007</strong>: $nil). This analysis assumes that all other variables, in particular foreign currency<br />
rates, remain constant. The analysis is performed consistently from year to year.<br />
Other market price risk: Equity price risk arises from available-for-sale equity securities held in a quoted corporation. The <strong>Group</strong>’s investment<br />
is managed on an individual basis and all buy and sell decisions are approved by the Risk Management Committee.<br />
Fair values<br />
Fair values versus carrying amounts: The fair values of financial assets and liabilities, together with the carrying amounts shown in the<br />
balance sheet, are as follows:<br />
Carrying<br />
amount<br />
$’000<br />
Consolidated<br />
Fair value<br />
$’000<br />
Carrying<br />
amount<br />
$’000<br />
Company<br />
Fair value<br />
$’000<br />
20<strong>08</strong><br />
Bank balances 16,612 16,612 5,519 5,519<br />
Trade and other receivables 56,912 56,912 6,064 6,064<br />
Investments 26,156 29,020 26,879 29,743<br />
Trade and other payables (83,074) (83,074) (632) (632)<br />
Bank overdraft (867) (867) — —<br />
Other borrowings (5,077) (5,077) — —<br />
Deferred subsidiary acquisition consideration (8,726) (8,726) — —<br />
Bank loans (37,692) (37,692) (22,000) (22,000)<br />
Lease liabilities (17,944) (17,944) — —<br />
Convertible notes (726) (726) (726) (726)<br />
Loans from subsidiaries — — (29,361) (29,361)<br />
(54,426) (51,562) (14,257) (11,393)<br />
58 LUCAS group
Carrying<br />
amount<br />
$’000<br />
Consolidated<br />
Fair value<br />
$’000<br />
Carrying<br />
amount<br />
$’000<br />
Company<br />
Fair value<br />
$’000<br />
<strong>2007</strong><br />
Bank balances 18,222 18,222 13,512 13,512<br />
Trade and other receivables 30,906 30,906 66 66<br />
Investments 63 63 1,260 1,260<br />
Trade and other payables (66,319) (66,319) (84) (84)<br />
Bank overdraft (5,663) (5,663) — —<br />
Other borrowings (4,629) (4,629) — —<br />
Deferred subsidiary acquisition consideration (4,000) (4,000) — —<br />
Bank loans — — — —<br />
Lease liabilities (9,407) (9,407) — —<br />
Convertible notes (24,188) (24,188) (24,188) (24,188)<br />
Loans from subsidiaries — — (16,217) (16,217)<br />
(65,015) (65,015) (25,651) (25,651)<br />
The following methods and assumptions are used in estimating the fair values of financial instruments:<br />
• Loans and borrowings, and finance leases—present value of future principal and interest cash flow, discounted at the market rate of interest at the<br />
<strong>report</strong>ing date<br />
• Trade and other receivables and payables—carrying amount equals fair value<br />
26. INTERESTS IN JOINT VENTURES<br />
Contribution to<br />
Joint venture name Principal activities<br />
Participation<br />
interest<br />
operating results of the<br />
<strong>Group</strong><br />
20<strong>08</strong><br />
%<br />
<strong>2007</strong><br />
%<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
Amec Spie Capag <strong>Lucas</strong> Engineering, design, procurement & construction of pipeline 50 50 121 157<br />
<strong>Lucas</strong> Molopo Exploration for methane gas 70 70 — —<br />
Eastern Pipeline Alliance Pipe laying and related construction activities 46.8 47.5 16,340 4,848<br />
Included in the assets and liabilities of the <strong>Group</strong> are the following assets and liabilities employed in the joint ventures.<br />
Consolidated<br />
20<strong>08</strong><br />
$’000<br />
<strong>2007</strong><br />
$’000<br />
Company<br />
20<strong>08</strong><br />
$’000<br />
Assets<br />
Current assets<br />
Cash and cash equivalents 3,270 493 — —<br />
Trade and other receivables 15,079 40 — —<br />
Other 131 — — —<br />
Construction work in progress 5,615 28,791 — —<br />
Total current assets 24,095 29,324 — —<br />
Non-current assets<br />
Exploration assets 1,582 6,175 — —<br />
Intangible development assets 14,462 — — —<br />
Total assets 40,139 35,499 — —<br />
Liabilities<br />
Current liabilities<br />
Trade and other payables 16,018 24,068 — —<br />
Total liabilities 16,018 24,068 — —<br />
<strong>2007</strong><br />
$’000<br />
The exploration and intangible development assets relates to the <strong>Group</strong>’s interests in the Gloucester and Surat Basins. The recoverability of their carrying<br />
amounts is dependent of the successful development and commercial exploitation or sale of the respective area of interest.<br />
a year of milestones 59
27. CONSOLIDATED ENTITIES<br />
The financial statements at 30 June 20<strong>08</strong> include the following controlled entities. The financial years of all the controlled entities are the same as that<br />
of the parent entity.<br />
Ownership interest<br />
Name of entity<br />
Country of<br />
incorporation<br />
Parent entity<br />
<strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited<br />
Controlled entities<br />
<strong>AJ</strong> <strong>Lucas</strong> Operations Pty Limited Australia 100 100<br />
<strong>AJ</strong> <strong>Lucas</strong> Plant & Equipment Pty Limited Australia 100 100<br />
<strong>AJ</strong> <strong>Lucas</strong> Drilling Pty Limited Australia 100 100<br />
<strong>AJ</strong> <strong>Lucas</strong> Pipelines Pty Limited Australia 100 100<br />
<strong>AJ</strong> <strong>Lucas</strong> Testing Pty Limited Australia 100 100<br />
Smart Electrical & Power Services Pty Limited Australia 100 100<br />
<strong>AJ</strong> <strong>Lucas</strong> Joint Ventures Pty Limited Australia 100 100<br />
Coastal Sand Technologies Pty Limited Australia 100 100<br />
<strong>AJ</strong> <strong>Lucas</strong> (Hong Kong) Limited Hong Kong 100 100<br />
<strong>Lucas</strong> Energy Pty Limited Australia 100 100<br />
<strong>AJ</strong> <strong>Lucas</strong> Coal Technologies Pty Limited Australia 100 100<br />
<strong>AJ</strong> <strong>Lucas</strong> (USA) Inc. USA 100 100<br />
<strong>Lucas</strong> Contract Drilling Pty Ltd Australia 100 100<br />
Wholly owned subsidiary of <strong>Lucas</strong> Contract Drilling Pty Ltd<br />
McDermott Drilling Pty Ltd Australia 100 100<br />
<strong>Lucas</strong> Stuart Pty Limited Australia 100 100<br />
Wholly owned subsidiaries of <strong>Lucas</strong> Stuart Pty Ltd<br />
Ketrim Pty Limited Australia 100 100<br />
Stuart Painting Services Pty Ltd Australia 100 100<br />
<strong>Lucas</strong> Stuart Projects Pty Ltd Australia 100 100<br />
Jaceco Drilling Pty Ltd Australia 100 —<br />
Geosearch Drilling Service Pty Ltd Australia 100 —<br />
Arawn Energy Ltd Canada 60 —<br />
<strong>Lucas</strong> Energy (UK) Limited England 99 —<br />
257 Clarence Street Pty Limited Australia 100 —<br />
<strong>Lucas</strong> SARL New Caledonia 100 100<br />
20<strong>08</strong><br />
%<br />
<strong>2007</strong><br />
%<br />
28. CONTINGENCIES<br />
Details of contingent liabilities and contingent assets where the probability of future payments/receipts is not considered remote are set out below, as<br />
well as details of contingent liabilities and contingent assets, which although considered remote, the directors consider should be disclosed.<br />
The directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic<br />
benefits will be required or the amount is not capable of reliable measurement.<br />
Contingent liabilities not considered remote<br />
The <strong>Group</strong> has received a claim from a customer in relation to a construction contract which was completed by the <strong>Group</strong> in 2001. While liability is not<br />
admitted, if defence against the claim is unsuccessful, claims could amount to $2,098,000 plus legal and rectification costs. Based on legal advice, the<br />
directors do not expect the outcome of the action to have a material impact on the <strong>Group</strong>’s financial position.<br />
Contingent assets not considered remote<br />
The <strong>Group</strong> has claimed amounts from a previous customer in relation to works on a construction contract which was completed in 2003. Subsequent<br />
to year-end, the <strong>Group</strong> was awarded contract sums, plus interest and costs in relation to the claim. Amounts recognised by the <strong>Group</strong> as being<br />
receivable in relation to the claim are materially consistent with the contract sums and interest awarded. No amounts have been recognised by the<br />
<strong>Group</strong> in relation to recovery of costs as the quantum is subject to court determination.<br />
Joint ventures<br />
Under the joint venture agreements (see note 26) the relevant <strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> company is jointly and severally liable for all the liabilities incurred by<br />
the joint ventures. As at 30 June 20<strong>08</strong>, the assets of the joint venture were sufficient to meet such liabilities. The liabilities of the joint ventures not<br />
included in the consolidated financial statements amounted to $18,187,000 (<strong>2007</strong>: $26,593,000).<br />
60 LUCAS group
Guarantees and surety bonds<br />
Bank guarantees and surety bonds are issued to third parties arising out of dealings in the normal course of business by controlled entities (see note 19).<br />
Indemnities<br />
Indemnities have been provided to directors and certain executive officers of the Company in respect of liabilities to third parties arising from their<br />
positions, except where the liability arises out of conduct involving a lack of good faith. No monetary limit applies under these indemnities. There is no<br />
known current exposure under these indemnities.<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000 $’000 $’000<br />
Total estimated contingent liabilities 39,198 15,769 39,198 15,769<br />
29. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES<br />
Consolidated<br />
Company<br />
20<strong>08</strong> <strong>2007</strong> 20<strong>08</strong> <strong>2007</strong><br />
Notes $’000 $’000 $’000 $’000<br />
(a) Reconciliation of cash<br />
For the purposes of the statements of cash flows, cash includes cash at<br />
bank and on hand. Cash as at the end of the financial year as shown in the<br />
statements of cash flows is reconciled to the related items in the balance<br />
sheet as follows:<br />
Cash assets 8 16,612 18,222 5,519 13,512<br />
Bank overdraft 19 (867) (5,663) — —<br />
Total cash 15,745 12,559 5,519 13,512<br />
(b) Cash flows from operating activities<br />
Profit/(loss) for the year 13,468 6,396 3,719 (1,209)<br />
Adjustments for: —<br />
Interest on capitalised leases 1,193 767 — —<br />
Gain on sale of non-current assets (24) (87) — —<br />
Interest income receivable (626) — (626)<br />
Depreciation of plant and equipment 6,074 4,838 — —<br />
Impairment of plant and equipment — 500 — —<br />
Impairment of intangible assets — 2,779 — 1,786<br />
Impairment losses — 144 — —<br />
Amortisation of:<br />
Leased assets 2,605 2,121 — —<br />
Intangibles 2,590 1,785 — —<br />
Development expenditure 182 222 — —<br />
Borrowing cost for issue of convertible notes 794 — 794 —<br />
Share based payments — 473 — 339<br />
Discount on acquisition of subsidiary — (2,723) — —<br />
Operating profit/(loss) before changes in working capital and provisions 26,256 17,215 3,887 916<br />
Change in receivables (25,222) (6,453) 66 (66)<br />
Change in other current assets (655) 74 (184) 204<br />
Change in construction work in progress 12,733 (27,848) — —<br />
Change in payables 18,856 26,604 172 (180)<br />
Change in other liabilities 7,897 — — —<br />
Change in provisions for employee entitlements 2,211 1,339 — —<br />
Change in other provisions 858 (405) — —<br />
Change in loans to controlled entities — — (9,520) 2,776<br />
Change in tax balances 6,862 (924) 1,721 (4,922)<br />
Change in reserves 274 — — —<br />
Net cash from operating activities 50,070 9,602 (3,858) (1,272)<br />
(c) Non-cash financing and investment activities<br />
During the year, the <strong>Group</strong> acquired plant and equipment with an aggregate fair value of $8,521,000 (<strong>2007</strong>: $2,376,000) by means of finance leases.<br />
These purchases are not reflected in the Statements of Cash Flows.<br />
(d) Financing arrangements<br />
Refer note 19.<br />
a year of milestones 61
30. ACQUISITION OF SUBSIDIARY<br />
20<strong>08</strong><br />
On 10 August <strong>2007</strong>, the Company acquired 100% of the issued capital of each of Jaceco Drilling Pty Limited and Geosearch Drilling Service Pty Limited<br />
trading as a partnership known as Capricorn Weston Drilling <strong>Group</strong>, a Queensland based drilling group, for a purchase consideration of $21.0 million<br />
including assumption of existing debt of $4.6 million. The consideration is payable in instalments with $10.0 million paid at settlement and the<br />
balance payable over three years in <strong>annual</strong> instalments. The initial consideration was paid entirely out of borrowings. Deferred consideration has been<br />
discounted using a market rate of interest for similar securities.<br />
In the period to 30 June 20<strong>08</strong>, Capricorn Weston Drilling <strong>Group</strong> contributed net profit before interest and tax of $6.2 million. If the acquisition had<br />
occurred on 1 July <strong>2007</strong>, management estimates that consolidated revenue would have been $426.0 million and net profit before interest and tax<br />
would have been $26.6 million.<br />
The acquisition had the following effect on the <strong>Group</strong>’s assets and liabilities on acquisition date:<br />
Recognised values<br />
on acquisition<br />
$’000<br />
Fair value<br />
adjustments<br />
$’000<br />
Pre-acquisition<br />
carrying amounts<br />
$’000<br />
Cash and cash equivalents 277 — 277<br />
Trade and other receivables 1,516 — 1,516<br />
Plant and equipment 11,221 1,567 9,654<br />
Other assets 627 — 627<br />
Intangibles 5,505 5,505 —<br />
Trade and other payables (479) — (479)<br />
Other financial liabilities (4,763) — (4,763)<br />
Provisions (216) — (216)<br />
Net identifiable assets and liabilities 13,688 7,072 6,616<br />
Goodwill on acquisition 2,559<br />
Consideration 16,247<br />
Less deferred consideration payable (5,977)<br />
Less debt funding (9,993)<br />
Net cash inflow 277<br />
The consideration above includes acquisition costs of $182,000.<br />
The Company commissioned an independent expert to conduct an analysis of the fair value of the plant and equipment and identifiable intangible<br />
assets of Capricorn Weston Drilling <strong>Group</strong> on its acquisition. Following this analysis, the Company has determined a carrying value of $5.5 million for<br />
customer contracts and relationships.<br />
The goodwill recognised on the acquisition is attributable mainly to the skills and technical talent of the workforce of the acquired business and the<br />
synergies expected to be achieved from integrating the company into the <strong>Group</strong>’s existing drilling business.<br />
<strong>2007</strong><br />
On 31 July 2006, the Company acquired McDermott Drilling Pty Limited, a New South Wales based drilling company, for a consideration of $8.0 million<br />
of which $4.0 million was deferred and is payable in equal instalments on the first three anniversary dates after the date of acquisition. The initial<br />
consideration was funded as to $1.0 million through the issue of 1,333,333 shares at an issue price of $0.75 cents per share, being a discount of 2.5%<br />
to their market price at the date of purchase, with the balance by a combination of the <strong>Group</strong>’s resources and debt. The first two instalments of the<br />
deferred consideration were paid on 31 July 20<strong>08</strong>. The final instalment is payable on 31 July 2009.<br />
The acquisition had the following effect on the consolidated entity’s assets and liabilities on acquisition date:<br />
Recognised values<br />
on acquisition<br />
$’000<br />
Fair value<br />
adjustments<br />
$’000<br />
Pre-acquisition<br />
carrying amounts<br />
$’000<br />
Trade and other receivables 3,595 — 3,595<br />
Plant and equipment 9,858 4,981 4,877<br />
Other assets 1,628 — 1,628<br />
Intangibles 4,757 4,757 —<br />
Trade and other payables (1,063) — (1,063)<br />
Other financial liabilities (4,989) — (4,989)<br />
Deferred tax liability (1,167) (1,167) —<br />
Provisions (1,041) — (1,041)<br />
Net identifiable assets and liabilities 11,578 8,571 3,007<br />
Discount on acquisition (2,723)<br />
Consideration 8,855<br />
Less deferred consideration payable (4,000)<br />
Less consideration satisfied by the issue of shares (1,027)<br />
Less debt funding and other finance (3,499)<br />
Net cash inflow 329<br />
The consideration above includes acquisition costs of $855,000.<br />
The Company has determined a carrying value of $4,757,000 for customer contracts and relationships based on an independent expert’s <strong>report</strong>.<br />
62 LUCAS group
31. KEY MANAGEMENT PERSONNEL DISCLOSURES<br />
The following were key management personnel of the <strong>Group</strong> at any time during the <strong>report</strong>ing period and unless otherwise indicated were key<br />
management personnel for the entire period.<br />
Executive directors<br />
• Allan Campbell (Chairman and Chief Executive Officer)<br />
• Ian Stuart-Robertson<br />
Non-executive directors<br />
• Andrew Lukas<br />
• Martin Green<br />
• Garry O’Meally<br />
Mr Lukas was an Executive Director of the <strong>Group</strong> until 19 March 20<strong>08</strong> when he was appointed Chief Executive Officer of Sydney Gas Limited following<br />
which he became a Non-Executive Director.<br />
Executives<br />
• Ian Redfern (Chief Operating Officer)<br />
• Kevin Lester (General Manager - Pipelines)<br />
• Mark Summergreene (Chief Financial Officer)<br />
• Brian Burden (General Manager - Construction and Infrastructure)<br />
• Brett Tredinnick (General Manager - Drilling)<br />
• Mark Tonkin (General Manager - Strategy and Planning)<br />
Key management personnel compensation<br />
The key management personnel compensation is:<br />
Consolidated<br />
20<strong>08</strong><br />
$<br />
<strong>2007</strong><br />
$<br />
Short-term employee benefits 2,548,353 2,420,398<br />
Other long term benefits — —<br />
Post-employment benefits 153,332 132,687<br />
Share based payments 626,346 118,448<br />
3,328,031 2,617,533<br />
Individual directors and executives compensation disclosures<br />
Information regarding individual directors and executives compensation is provided in the Remuneration Report section of the Directors’ Report on<br />
pages 23 to 28.<br />
Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the <strong>Group</strong> since the end of the<br />
previous financial year and there were no material contracts involving directors’ interests existing at year-end.<br />
Loans to key management personnel and their related parties (consolidated)<br />
Details regarding loans outstanding at the <strong>report</strong>ing date to key management personnel and their related parties, where the individual’s aggregate loan<br />
balance exceeds $100,000 at any time in the <strong>report</strong>ing period, are as follows:<br />
Interest<br />
Balance<br />
1 July <strong>2007</strong><br />
$<br />
Balance<br />
30 June 20<strong>08</strong><br />
$<br />
payable in<br />
the <strong>report</strong>ing<br />
period<br />
$<br />
Highest<br />
balance<br />
in period<br />
$<br />
Allan Campbell 4,122,759 6,063,617 625,886 6,063,617<br />
The loan is due for repayment by 30 June 2009 and is secured by a Deed of Guarantee and Indemnity. Interest is payable at 12.5% per annum.<br />
a year of milestones 63
31. KEY MANAGEMENT PERSONNEL DISCLOSURES (cont)<br />
Other key management personnel transactions with the Company or its controlled entities<br />
A number of key management persons, or their related parties, hold positions in other entities that result in them having control or significant influence<br />
over the financial or operating policies of those entities. A number of these entities transacted with the Company or its subsidiaries in the <strong>report</strong>ing<br />
period. The terms and conditions of the transactions with management persons and their related parties were no more favourable than those available,<br />
or which might reasonably be expected to be available, on similar transactions to unrelated entities on an arm’s length basis.<br />
The aggregate amounts recognised during the year relating to key management personnel and their related parties, were as follows:<br />
Key management persons Transaction Note<br />
20<strong>08</strong><br />
$<br />
<strong>2007</strong><br />
$<br />
Allan Campbell Executive director services (i) 483,483 406,359<br />
Ian Stuart-Robertson Quantity surveyors (ii) 190,036 143,907<br />
Garry O'Meally Business expenses (iii) 8,214 16,967<br />
(i) Mr Campbell’s services are provided through Argyll Capital Partners Pty Limited. Such services were provided in the ordinary course of business and<br />
on normal terms and conditions. The amount payable for these services is shown in the Remuneration Report.<br />
(ii) Mr Stuart-Robertson is a director of John Hollis & Partners which provided quantity surveying services. Amounts were charged at normal market<br />
rates for such services and were due and payable under normal payment terms.<br />
(iii) Mr O’Meally was reimbursed for expenses incurred conducting business on behalf of the <strong>Group</strong>.<br />
Equity holdings and transactions<br />
The movement during the <strong>report</strong>ing period in the number of ordinary shares of the Company held directly, indirectly or beneficially by each key<br />
management person, including their related parties, is as follows:<br />
Held at<br />
1 July <strong>2007</strong><br />
Received on<br />
exercise of<br />
rights<br />
Received<br />
as part of<br />
compensation<br />
Net other<br />
change<br />
Held at<br />
30 June 20<strong>08</strong><br />
20<strong>08</strong><br />
Directors<br />
Allan Campbell 10,140,<strong>08</strong>3 — — — 10,140,<strong>08</strong>3<br />
Ian Stuart-Robertson 1,386,750 — — — 1,386,750<br />
Andrew Lukas 6,204,833 — — — 6,204,833<br />
Martin Green 125,000 — — — 125,000<br />
Garry O’Meally 189,180 — — 30,000 219,180<br />
Executives<br />
Ian Redfern — — — — —<br />
Kevin Lester 570 180,000 — — 180,570<br />
Mark Summergreene — — — — —<br />
Brian Burden 570 — — — 570<br />
Brett Tredinnick 60,570 — — 19,000 79,570<br />
Mark Tonkin 120,000 — — 218,317 338,317<br />
<strong>2007</strong><br />
Held at<br />
1 July 2006<br />
Received on<br />
exercise of<br />
rights<br />
Received<br />
as part of<br />
Compensation<br />
Purchases<br />
Held at<br />
30 June <strong>2007</strong><br />
Directors<br />
Allan Campbell 10,056,750 83,333 — — 10,140,<strong>08</strong>3<br />
Ian Stuart-Robertson 1,386,750 — — — 1,386,750<br />
Andrew Lukas 6,121,500 83,333 — — 6,204,833<br />
Martin Green 75,000 — 50,000 — 125,000<br />
Garry O’Meally 139,180 — 50,000 — 189,180<br />
Executives<br />
Tim Herlihy (resigned 31/12/06) 100,000 — — — 100,000<br />
Kevin Lester 570 — — — 570<br />
Brian Burden 570 — — — 570<br />
Mark Tonkin 120,000 — — — 120,000<br />
64 LUCAS group
Options and rights over equity instruments granted as compensation<br />
The movement during the <strong>report</strong>ing period in the number of rights or options over ordinary shares in the Company held directly, indirectly or<br />
beneficially, by each key management person, including their related parties, is as follows:<br />
Held at<br />
1 July <strong>2007</strong> Cancelled Exercised<br />
Granted as<br />
compensation<br />
Held at<br />
30 June 20<strong>08</strong><br />
Vested<br />
during<br />
the year<br />
Vested and<br />
exercisable at<br />
30 June 20<strong>08</strong><br />
20<strong>08</strong><br />
Directors<br />
Allan Campbell 250,000 — — 110,000 360,000 110,000 110,000<br />
Ian Stuart-Robertson 150,000 — — 70,000 220,000 70,000 70,000<br />
Andrew Lukas 150,000 — — 70,000 220,000 70,000 70,000<br />
Executives<br />
Ian Redfern 75,000 — — 129,811 204,811 34,239 109,239<br />
Kevin Lester 180,000 — (180,000) 89,357 89,357 20,543 20,543<br />
Mark Summergreene — — — 82,209 82,209 18,900 18,900<br />
Brian Burden 30,000 — — 80,422 110,422 18,489 48,489<br />
Brett Tredinnick — — — 73,202 73,202 16,829 16,829<br />
Mark Tonkin — — — 57,353 57,353 10,742 10,742<br />
Held at<br />
1 July 2006 Cancelled Exercised<br />
Granted as<br />
compensation<br />
Held at<br />
30 June <strong>2007</strong><br />
Vested<br />
during<br />
the year<br />
Vested and<br />
exercisable at<br />
30 June <strong>2007</strong><br />
<strong>2007</strong><br />
Directors<br />
Allan Campbell 250,000 (166,667) (83,333) 250,000 250,000 — —<br />
Ian Stuart-Robertson — — — 150,000 150,000 — —<br />
Andrew Lukas 250,000 (166,667) (83,333) 150,000 150,000 — —<br />
Executives<br />
Ian Redfern 75,000 — — — 75,000 25,000 75,000<br />
Kevin Lester 180,000 — — — 180,000 — 180,000<br />
Brian Burden 30,000 — — — 30,000 — 30,000<br />
32. NON-KEY MANAGEMENT PERSONNEL DISCLOSURES<br />
The <strong>Group</strong> has a related party relationship with its subsidiaries (see note 27) and joint ventures (see note 26). These entities trade with each other from<br />
time to time on normal commercial terms.<br />
Other than amounts owing to <strong>AJ</strong> <strong>Lucas</strong> (Hong Kong) Limited, on which interest is paid at 7.0% per annum, no interest is payable on inter-company<br />
balances. The aggregate amounts included in the profit from ordinary activities before income tax that resulted from transactions between entities in the<br />
<strong>Group</strong> are:<br />
20<strong>08</strong> <strong>2007</strong><br />
$’000 $’000<br />
Interest expense 857 749<br />
Receivables:<br />
Aggregated amount receivable from wholly owned entities of the Company:<br />
Coastal Sand Technologies Pty Limited 55 55<br />
Less: Provision for doubtful loan (55) (55)<br />
— —<br />
<strong>AJ</strong> <strong>Lucas</strong> Joint Ventures Pty Limited 3,910 3,940<br />
<strong>AJ</strong> <strong>Lucas</strong> Operations Pty Limited 24,314 14,386<br />
<strong>Lucas</strong> Energy Pty Limited 15,047 4,552<br />
<strong>AJ</strong> <strong>Lucas</strong> Coal Technologies Pty Limited 4,731 7,669<br />
McDermott Drilling Pty Limited 1,846 1,207<br />
Smart Electrical & Power Services Pty Limited 14 14<br />
<strong>AJ</strong> <strong>Lucas</strong> (USA) Inc. 27 27<br />
49,889 31,795<br />
Payables:<br />
Aggregate amount payable to wholly owned entities of the Company:<br />
<strong>Lucas</strong> Stuart Pty Limited 14,643 5,537<br />
<strong>AJ</strong> <strong>Lucas</strong> (Hong Kong) Limited 12,337 10,680<br />
Geosearch Drilling Service Pty Limited 2,381 —<br />
29,361 16,217<br />
a year of milestones 65
33. Deed of cross guarantee<br />
On 16 June 20<strong>08</strong>, several of the entities in the <strong>Group</strong> entered into a Deed<br />
of Cross Guarantee. Pursuant to ASIC Class Order 98/1418 (as amended)<br />
dated 13 August 1998, the <strong>Group</strong>’s subsidiaries entering into the Deed<br />
are relieved from the Corporations Act 2001 requirements to prepare,<br />
have audited and lodge financial <strong>report</strong>s, and directors’ <strong>report</strong>s.<br />
The effect of the Deed is that the Company guarantees to each creditor<br />
payment in full of any debt in the event of winding up of any of the<br />
subsidiaries under certain provisions of the Corporations Act 2001. If a<br />
winding up occurs under other provisions of the Act, the Company will<br />
only be liable in the event that after six months any creditor has not been<br />
paid in full. The subsidiaries have also given similar guarantees in the<br />
event that the Company is wound up.<br />
The subsidiaries subject to the Deed are:<br />
Name of entity<br />
<strong>AJ</strong> <strong>Lucas</strong> Operations Pty Limited<br />
<strong>AJ</strong> <strong>Lucas</strong> Plant & Equipment Pty Limited<br />
<strong>AJ</strong> <strong>Lucas</strong> Drilling Pty Limited<br />
<strong>AJ</strong> <strong>Lucas</strong> Pipelines Pty Limited<br />
<strong>AJ</strong> <strong>Lucas</strong> Testing Pty Limited<br />
Smart Electrical & Power Services Pty Limited<br />
<strong>AJ</strong> <strong>Lucas</strong> Joint Ventures Pty Limited<br />
Coastal Sand Technologies Pty Limited<br />
<strong>Lucas</strong> Energy Pty Limited<br />
<strong>AJ</strong> <strong>Lucas</strong> Coal Technologies Pty Limited<br />
<strong>Lucas</strong> Contract Drilling Pty Ltd<br />
McDermott Drilling Pty Ltd<br />
<strong>Lucas</strong> Stuart Pty Limited<br />
Ketrim Pty Limited<br />
Stuart Painting Services Pty Ltd<br />
<strong>Lucas</strong> Stuart Projects Pty Ltd<br />
Jaceco Drilling Pty Ltd<br />
Geosearch Drilling Service Pty Ltd<br />
A consolidated summarised income statement and consolidated balance<br />
sheet, comprising the Company and controlled entities which are a party<br />
to the Deed, after eliminating all transactions between parties to the Deed<br />
of Cross Guarantee, at 30 June 20<strong>08</strong> are set out as follows:<br />
Summarised income statement and retained profits<br />
Consolidated<br />
20<strong>08</strong><br />
$<br />
Profit before tax 21,793<br />
Income tax expense (6,940)<br />
Profit after tax 14,853<br />
Retained loss at beginning of the year (10,699)<br />
Dividends recognised during the year (3,273)<br />
Retained profits at end of year 881<br />
Attributable to:<br />
Equity holders of the company 14,853<br />
Profit for the period 14,853<br />
Balance Sheet<br />
Consolidated<br />
20<strong>08</strong><br />
$<br />
Current assets<br />
Cash and cash equivalents 16,448<br />
Trade and other receivables 56,847<br />
Construction work in progress 40,685<br />
Other 1,263<br />
Total current assets 115,243<br />
Non-current assets<br />
Development assets 15,452<br />
Exploration assets 4,750<br />
Investments 26,117<br />
Intangible assets 12,279<br />
Property, plant and equipment 53,861<br />
Total non-current assets 112,459<br />
Total assets 227,702<br />
Current liabilities<br />
Trade and other payables 79,273<br />
Interest-bearing loans and borrowings 17,696<br />
Income tax payable 115<br />
Provisions 8,550<br />
Total current liabilities 105,634<br />
Non-current liabilities<br />
Trade and other payables 12,399<br />
Interest-bearing loans and borrowings 51,036<br />
Deferred tax liabilities 1,311<br />
Provisions 748<br />
Total non-current liabilities 65,494<br />
Total liabilities 171,128<br />
Net assets 56,574<br />
Equity<br />
Issued capital 54,118<br />
Reserves 1,575<br />
Retained earnings 881<br />
Total equity 56,574<br />
34. EVENTS SUBSEQUENT TO BALANCE DATE<br />
On 23 July 20<strong>08</strong>, the Company purchased the business of Mitchell Drilling,<br />
the largest specialist drilling company for the coal seam gas industry in<br />
Queensland. The purchase price of $150 million was funded by a $15 million<br />
equity placement to the vendor, with the balance out of an equity placement<br />
to institutional shareholders of $29.15 million, deferred consideration of $15<br />
million and increased borrowing facilities. At the same time, the <strong>Group</strong>’s bank<br />
facilities have been renegotiated and their terms extended.<br />
Subsequent to year-end, the directors have declared a final ordinary<br />
dividend of 4.5¢ per share, franked to 15%.<br />
Other than these matters, there has not arisen in the interval between the<br />
end of the financial year and the date of this <strong>report</strong> any item, transaction or<br />
event of a material or unusual nature likely, in the opinion of the directors of<br />
the Company, to affect significantly the operations of the <strong>Group</strong>, the results of<br />
those operations, or the state of affairs of the <strong>Group</strong>, in future financial years.<br />
66 LUCAS group
DIRECTORS’ DECLARATION<br />
157 Church Street<br />
PO Box 675<br />
Ryde NSW 1680<br />
Australia<br />
Tel +61 29809 6866<br />
Fax +61 29807 6<strong>08</strong>8<br />
www.lucas.com.au<br />
1 In the opinion of the directors of <strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited (the Company):<br />
(a) the financial statements and notes, set out on pages 30 to 66 and the Remuneration Report included in the Directors’<br />
Report, set out on pages 23 to 28, are in accordance with the Corporations Act 2001, including:<br />
(i) giving a true and fair view of the Company’s and the <strong>Group</strong>’s financial position as at 30 June 20<strong>08</strong> and of their<br />
performance for the financial year ended on that date; and<br />
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the<br />
Corporations Regulations 2001;<br />
(b) the financial <strong>report</strong> also complies with International Financial Reporting Standards as disclosed in note 1; and<br />
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and<br />
payable.<br />
2 There are reasonable grounds to believe that the Company and the group entities identified in Note 33 will be able to meet<br />
any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the<br />
Company and those group entities pursuant to ASIC Class Order 98/1418.<br />
3 The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief<br />
Executive Officer and Chief Financial Officer for the financial year ended 30 June 20<strong>08</strong>.<br />
Signed in accordance with a resolution of the directors:<br />
Allan Campbell<br />
Director<br />
25 September 20<strong>08</strong><br />
a year of milestones 67
Independent auditor’s <strong>report</strong> to the members of aj lucas group limited<br />
Report on the financial <strong>report</strong><br />
We have audited the accompanying financial <strong>report</strong> of <strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong><br />
Limited (the Company), which comprises the balance sheets as at 30 June<br />
20<strong>08</strong>, and the income statements, statements of recognised income and<br />
expense and cash flow statements for the year ended on that date, a<br />
description of significant accounting policies and other explanatory notes<br />
1 to 34 set out on pages 30 to 66 and the Directors’ Declaration set<br />
out on page 67 of the <strong>Group</strong> comprising the Company and the entities it<br />
controlled at year end or from time to time during the financial year.<br />
Directors’ responsibility for the financial <strong>report</strong><br />
The directors of the Company are responsible for the preparation and<br />
fair presentation of the financial <strong>report</strong> in accordance with Australian<br />
Accounting Standards (including the Australian Accounting Interpretations)<br />
and the Corporations Act 2001. This responsibility includes establishing<br />
and maintaining internal control relevant to the preparation and fair<br />
presentation of the financial <strong>report</strong> that is free from material misstatement,<br />
whether due to fraud or error; selecting and applying appropriate<br />
accounting policies; and making accounting estimates that are reasonable<br />
in the circumstances. In note 1, the directors also state, in accordance<br />
with Australian Accounting Standard AASB 101 Presentation of Financial<br />
Statements, that the financial <strong>report</strong>, comprising the financial statements<br />
and notes, complies with International Financial Reporting Standards.<br />
Auditor’s responsibility<br />
Our responsibility is to express an opinion on the financial <strong>report</strong> based<br />
on our audit. We conducted our audit in accordance with Australian<br />
Auditing Standards. These Auditing Standards require that we comply with<br />
relevant ethical requirements relating to audit engagements and plan and<br />
perform the audit to obtain reasonable assurance whether the financial<br />
<strong>report</strong> is free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence<br />
about the amounts and disclosures in the financial <strong>report</strong>. The procedures<br />
selected depend on the auditor’s judgement, including the assessment<br />
of the risks of material misstatement of the financial <strong>report</strong>, whether due<br />
to fraud or error. In making those risk assessments, the auditor considers<br />
internal control relevant to the entity’s preparation and fair presentation<br />
of the financial <strong>report</strong> in order to design audit procedures that are<br />
appropriate in the circumstances, but not for the purpose of expressing an<br />
opinion on the effectiveness of the entity’s internal control. An audit also<br />
includes evaluating the appropriateness of accounting policies used and<br />
the reasonableness of accounting estimates made by the directors, as well<br />
as evaluating the overall presentation of the financial <strong>report</strong>.<br />
We performed the procedures to assess whether in all material<br />
respects the financial <strong>report</strong> presents fairly, in accordance with the<br />
Corporations Act 2001 and Australian Accounting Standards (including the<br />
Australian Accounting Interpretations), a view which is consistent with our<br />
understanding of the Company’s and the <strong>Group</strong>’s financial position and of<br />
their performance.<br />
We believe that the audit evidence we have obtained is sufficient and<br />
appropriate to provide a basis for our audit opinion.<br />
Independence<br />
In conducting our audit, we have complied with the independence<br />
requirements of the Corporations Act 2001.<br />
Auditor’s opinion<br />
In our opinion:<br />
(a) the financial <strong>report</strong> of <strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited is in accordance with<br />
the Corporations Act 2001, including:<br />
(i) giving a true and fair view of the Company’s and the <strong>Group</strong>’s<br />
financial position as at 30 June 20<strong>08</strong> and of their performance<br />
for the year ended on that date; and<br />
(ii) complying with Australian Accounting Standards (including the<br />
Australian Accounting Interpretations) and the Corporations<br />
Regulations 2001<br />
(b) the financial <strong>report</strong> also complies with International Financial<br />
Reporting Standards as disclosed in note 1.<br />
Report on the Remuneration Report<br />
We have audited the Remuneration Report included within the Directors’<br />
Report set out on pages 23 to 28 for the year ended 30 June 20<strong>08</strong>.<br />
The directors of the Company are responsible for the preparation and<br />
presentation of the Remuneration Report in accordance with Section 300A<br />
of the Corporations Act 2001. Our responsibility is to express an opinion<br />
on the Remuneration Report, based on our audit conducted in accordance<br />
with auditing standards.<br />
Auditor’s opinion<br />
In our opinion, the Remuneration Report of <strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited<br />
for the year ended 30 June 20<strong>08</strong>, complies with Section 300A of the<br />
Corporations Act 2001.<br />
KPMG<br />
Neil Cameron Smith<br />
Partner<br />
Sydney,<br />
25 September 20<strong>08</strong><br />
68 LUCAS group
AUSTRALIAN Securities EXCHANGE ADDITIONAL INFORMATION<br />
a) Distribution of ordinary shareholders (as at 31 August 20<strong>08</strong>)<br />
Number of Security Holders<br />
Redeemable<br />
Securities held<br />
Ordinary Shares convertible notes<br />
1 - 1,000 870 —<br />
1,001 - 5,000 1,482 —<br />
5,001 - 10,000 500 —<br />
10,001 - 100,000 434 —<br />
100,001 and over 55 2<br />
Total 3,341 2<br />
32 shareholders held less than a marketable parcel of ordinary shares.<br />
b) Twenty largest ordinary shareholders<br />
Name<br />
Number of Ordinary<br />
Shares held<br />
% of<br />
Issued Shares<br />
Andial Holdings Pty Limited 13,990,000 20.72<br />
HSBC Custody Nominees (Australia) Limited 8,149,250 12.07<br />
National Nominees Limited 4,292,879 6.36<br />
Mitchell Drilling Contractors Pty Limited Trustee of Tanson Account 2,645,503 3.92<br />
Amalgamated Dairies Limited 2,154,000 3.19<br />
Forty Traders Limited 1,976,348 2.93<br />
Citicorp Nominees Pty Limited 1,453,617 2.15<br />
Viewjet Pty Limited 952,100 1.41<br />
Citycorp Nominees Pty Limited CFS Future Leaders Fund A/C 949,810 1.41<br />
Michael & Beverley McDermott 939,166 1.39<br />
Gwynvill Trading Pty Limited 809,363 1.20<br />
JP Morgan Nominees Australia Limited 779,<strong>08</strong>2 1.18<br />
MLEQ Nominees Pty Limited Unpaid1 A/C 558,152 0.83<br />
Morgan Stanley Australia Securities (Nominee) Pty Limited No.1 A/C 504,546 0.75<br />
ANZ Nominees Limited 479,635 0.71<br />
Bond Street Custodians Limited Macquarie Smaller Companies A/C 456,695 0.68<br />
UBS Wealth Management Australia Nominees Pty Limited 395,390 0.59<br />
Fortis Clearing Nominees Pty Limited Settlement A/C 317,792 0.47<br />
Aust Executor Trustees NSW Limited Patriot Aust Share Fund A/C 300,000 0.44<br />
NZ Guardian Trust Company Limited 01035700 A/C 290,950 0.43<br />
Total 42,394,278 62.83<br />
c) Substantial shareholders<br />
Name<br />
Number of Ordinary<br />
Shares held<br />
% of<br />
Issued Shares<br />
Andial Holdings Pty Limited 17,490,000 25.91<br />
Amalgamated Dairies <strong>Group</strong> 4,230,438 6.27<br />
On-market buy back<br />
There is no current on-market buy back.<br />
Unquoted equity securities<br />
As at 31 August 20<strong>08</strong>, there were 2,921,429 rights over unissued ordinary shares in the Company.<br />
Redeemable convertible notes<br />
The following entities hold more than 20% of the redeemable convertible notes on issue.<br />
Name<br />
Number of<br />
Notes held<br />
% of<br />
Notes<br />
Auckland Medical Research Foundation 593,541 79.8<br />
C&N Hoffman 150,000 20.2<br />
Voting rights<br />
Ordinary shares - Refer to Note 24.<br />
Redeemable convertible notes - Refer to Note 19.<br />
Options and rights - Refer to Note 23.<br />
a year of milestones 69
Directory<br />
Company secretary<br />
Nicholas Swan MA, ACA, MBA<br />
Registered office<br />
157 Church Street<br />
RYDE NSW 2112<br />
Tel +61 2 9809 6866<br />
Fax +61 2 9807 6<strong>08</strong>8<br />
Share registry<br />
Computershare Investor Services Pty Limited<br />
Level 5, 115 Grenfell Street<br />
ADELAIDE SA 5000<br />
GPO Box 1903<br />
ADELAIDE SA 5001<br />
Enquiries within Australia: 1300 556 161<br />
Enquiries outside Australia: +61 3 9615 5970<br />
Email: web.queries@computershare.com.au<br />
Website: www.computershare.com<br />
Stock exchange<br />
The Company is listed on the Australian Securities Exchange with<br />
the code ‘<strong>AJ</strong>L’. The Home Exchange is Sydney.<br />
Auditors<br />
KPMG<br />
10 Shelley Street<br />
Sydney NSW 2000<br />
Bankers<br />
ANZ Bank<br />
20 Martin Place<br />
Sydney NSW 2000<br />
Quality certifiers (AS/NZS ISO 9001:2000)<br />
Bureau Veritas<br />
Australian business number<br />
12 060 309 104<br />
Other information<br />
<strong>AJ</strong> <strong>Lucas</strong> <strong>Group</strong> Limited, incorporated and domiciled in Australia,<br />
is a publicly listed company limited by shares.<br />
70 LUCAS group
a year of milestones 71
The Gloucester Valley.<br />
72 LUCAS group
credits<br />
Writing & management<br />
Ad Verbum Pty Ltd<br />
Design & production<br />
de Luxe & Associates<br />
Photography<br />
Richard Glover Photography, except<br />
Karl Schwerdtfeger<br />
Chairman’s photo page 2<br />
Chris Lee Photography<br />
Western Corridor pages 7 and 15<br />
Pipeline Publications<br />
Brooklyn–Lara Pipeline page 7<br />
Murray Fredericks Photography<br />
Ivy page 12<br />
Tim Lumsdaine<br />
Hyundai HQ page 13 and some<br />
of the people on the timeline
www.lucas.com.au