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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

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