28 february 2012 the company announcements platform · million of its core debt, leaving the...

Greencap Limited ABN 24 006 631 769 Level 3 / 818 Whitehorse Road

Box Hill Victoria 3128 P: +61 3 9896 8600 F: +61 3 9890 8911

Protecting People, Property & Environment

28 February 2012 The Company Announcements Platform Australian Securities Exchange Limited Level 4 / 20 Bridge Street SYDNEY NSW 2000 Dear Sirs

Results for Announcement to the Market Appendix 4D: Interim Financial Statements for the Half Year Ended 31 December 2011

Greencap Limited (ASX: GCG) is pleased to announce its interim financial results for the half year ended 31 December 2011. Full details of the result and commentary are enclosed in the attached Interim Financial Report and half year results announcements.

Yours faithfully

STEPHEN MUNDAY Chief Financial Officer and Company Secretary

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Greencap Limited ABN 24 006 631 769 and Controlled Entities CORPORATE DIRECTORY

2012 INTERIM FINANCIAL REPORT ABN 24 006 631 769

protecting people, property and environments

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Greencap Limited ABN 24 006 631 769 and Controlled Entities CORPORATE DIRECTORY

DIRECTORS Byram Johnston OAM (Non-Executive Chairman) Earl Eddings (Managing Director) Adrian Kloeden (Non-Executive Director) Peter Martin (Non-Executive Director)

SECRETARY Stephen Munday FCIS CA

REGISTERED OFFICE Level 3 / 818 Whitehorse Road Box Hill VIC 3128 Telephone: +61 3 9896 8600 Facsimile: +61 3 9890 8911

OFFICE LOCATIONS

Greencap Limited Level 3 / 818 Whitehorse Road Box Hill VIC 3128 www.greencap.com.au

Victoria Level 3 / 818 Whitehorse Road Box Hill VIC 3128 www.noel-arnold.com.au

New South Wales Level 2 / 11 Khartoum Road North Ryde NSW 2113 www.noel-arnold.com.au

Queensland Level 27 / 288 Edward Street Brisbane QLD 4000 www.elp.com.au

SHARE REGISTRY Advance Share Registry 150 Stirling Highway Nedlands WA 6009 Telephone: +61 8 9389 8033 Facsimile: +61 8 9389 7871 www.advancedshare.com.au

Post Office 1156 Nedlands WA 6009

AUDITORS Moore Stephens Perth WA

BANKERS National Australia Bank Limited Melbourne VIC

LAWYERS Cowell Clarke Adelaide SA

South Australia / 12 Greenhill Road Wayville SA 5034 www.aecaust.com.au

Northern Territory Unit 11, 14 Winnellie Road Winnellie NT 0820 www.aecaust.com.au

Western Australia Level 1, 503 Murray Street Perth WA 6000 www.env.net.au

Asia Intilad Tower 9th Floor

Jl Jend Sudirman Kav 32

Jakarta INDONESIA 36 Robinson Road

City House SINGAPORE

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Greencap Limited ABN 24 006 631 769 and Controlled Entities

ASX Interim Final Report For the half year ended 31 December 2011

Contents

Appendix 4D ......................................................................................................................... 1

Directors’ Report ................................................................................................................... 2

Auditor’s Independence Declaration................................................................................. 4

Consolidated Statement of Comprehensive Income ....................................................... 5

Consolidated Statement of Financial Position ................................................................... 6

Consolidated Statement of Cash-flows .............................................................................. 7

Condensed Statement of Changes in Equity ..................................................................... 8

Notes to the Interim Financial Report ................................................................................. 9

Directors’ Declaration ........................................................................................................ 16

Independent Review Report ............................................................................................. 17

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Greencap Limited ABN 24 006 631 769 and Controlled Entities Interim Financial Report

1

Greencap Limited

For the half year ended 31 December 2011

(Previous corresponding period: half year ended 31 December 2010)

Appendix 4D Results for Announcement to the Market

Movement 6 months to 31 Dec 2011 6 months to 31

Dec 2010 Movement

$A'000 $A'000 $A'000 %

Revenues from continuing operations 3,703 32,201 from 28,498 13.0%

Net Profit/(Loss) after tax for the period from continuing operations

(163) 1,588 from 1,751 (9.3)% Net Profit after tax for the period from continuing operations attributable to the members of Greencap Limited

(163) 1,588 from 1,751 (9.3)%

Dividends (distributions)

Amount per security Franked amount per security

Current period (Dividend declared on 30 January 2012 see subsequent events note)

Previous corresponding period n/a n/a

Summary of results Please refer to the half year report as lodged 28th February 2012 by the Company.

Net tangible assets per security

Current period Previous Corresponding Period

Net tangible asset backing per ordinary security $0.047 ($0.005)

Loss of control of entities having material effects

Leeder Consulting Pty Ltd was sold on 6 December 2011 refer note 4(a).

Commentary on results Refer Directors Report below and Company Announcement and Business Update dated 28th February 2012.

Qualification of audit/review N/A as there is no audit dispute or qualification.

EARL EDDINGS Managing Director 28th February 2012

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Directors’ Report The directors present their report on the consolidated entity consisting of Greencap Limited and the entities it controlled at the end of, and during the half-year ended 31 December 2011 and the independent auditor’s review report thereon.

Directors The names of the directors of the Company in office during the half-year and until the date of this report are listed below. Directors were in office for this entire period unless otherwise stated. Byram Johnston OAM (non-executive Chairman) Adrian Kloeden (non-executive Director) Peter Martin (non-executive Director) Earl Eddings (Managing Director) Appointed 1 September 2011 Andrew Meerman (Managing Director) Retired 1 September 2011

Review of Operations

The consolidated profit of the group for the half-year after tax from continuing operations amounted to $1.6 million (2010 $1.8million). These results are in line with the general economic conditions being experienced across the Australian economy and in the services sector specifically.

It is widely known that the resources sector is booming in Australia. Outside of the resources, agribusiness and infrastructure sectors, the demand for risk management services has weakened and competition for the lower levels of work on offer has increased. This has placed pressure on margins in our large traditional markets which we have not been able to equally off-set through growth in the resources, agribusiness and infrastructure sectors during the first half.

In the first half revenue has increased by 13% compared to same time last year. Earnings, which are 9% below the same time last year, have been impacted by the 15% increase in overall costs. The costs directly associated with delivering projects account for over half of that increase. The project related travel, third party services (like drilling) and recoverable expenses have increased 57% on last year; these relate to the nature of projects undertaken and are recovered from clients within project fees. Rent and associated costs increased by 30% mainly in resource rich states like Western Australia. Across the services sector throughout Australia salary increases have outstripped revenue growth, we have kept salary cost increases to below 6%. Depreciation has increased as older assets have been replaced. Other operating costs have increased by less than 5%.

Recent large multimillion dollar project wins with Landmark (agribusiness) and Spotless (services to government and infrastructure) as well as on-going projects including DEECD (government) and the Western Australian water utility (infrastructure) support a stronger performance expectation in the second half.

In addition the continued growth of the online service offerings provides additional avenues for strong revenue and earnings growth. One of these, the CM3 contractor management system, ensures contractors comply with client’s customised risk management systems; with ever increasing HS&E regulations in Australia CM3 enables our clients to ensure they have appropriate risk management processes in place. The implementations usually take from several months to a year to implement. When fully implemented these contracts represent in excess of $13 million of annual compliance audit revenues.

The Indonesian resources sector is getting increasingly positive interest from foreign investors keen to pursue mining ventures, as few signs of a slowdown are seen in mineral demand from countries like China and India. We are benefitting from this sustained interest as the company is recognised as one of the area’s leading environmental service providers. More importantly we have been selected as environmental service provider to a number of greenfield mine developments, which will lead to subsequent project work as these projects move from pre-feasibility to feasibility stage. Recently the Asian operations have been leveraging the OHS and property risk expertise of the Australian operations to expand their services offerings from environmental into people and property risks.

Within our Australian operations the tenement services being provided to Queensland based clients have been expanded with the addition of an online tenement management system. This system is assisting the business expand its tenement client base and move into the coal sector.

We have had a challenging first half and are anticipating that continuing at the start of calendar 2012, with improvement later in the year. In response to this the executive are driving actions to increase sales and to improve profitability. In line with our strategic plan, we continue to focus on new work in mining, agribusiness, infrastructure and associated sectors. Our clients in the more traditional markets still require risk services, often based on government regulation, however, competition is tight. To compete we continue to focus on our differentiation, that is, delivering integrated risk management services across our national footprint to major national and international businesses – our competitors cannot do this across our breath of services. Our on-line services also provide the group with a strong competitive edge over many of its competitors.

The company has successfully exited Leeder Consulting, classified discontinued operations since June 2011, the sale resulting in a $330,000 gain to the group. The sale of the testing business has allowed the company to repay $8 million of its core debt, leaving the business with a working capital facility of $5.5 million and minor hire purchase debt, off-set by the group’s cash balance at 31 December 2011. The company will maintain the working capital facility to fund growth through 2012 and beyond.

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The company is still in the process of exiting the Trevor R Howse business, that business has had several professional indemnity claims made against it which it is defending. These claims and the finalisation of several files from prior years have caused that business to incur losses in the first half of $0.2 million. The executive team are working to resolve all issue associated with that company in the second half and exit the business.

The strength of the company’s balance sheet is not only in the net cash at bank position of $1.1 million (compared to net debt of $9.9 million same time last year) but also the excess of current assets over current liabilities of in excess of $8 million (compared to $6.7 million same time last year).

The excess of receipts from customers over payments to suppliers and employees after GST is in excess of $2 million. The sale of Leeder proceeds less debt repayment and discontinued operations cash movements generated $4 million in cash. Interest payments, income tax instalments, and capital purchases amounted to $2 million. These have resulted in the increase in cash during the period of $4 million (compared to $0.4 same time last year).

Based on the first half results and full year expectations the company declared a fully franked dividend out of the half year profit of the 2012 financial year of one quarter of a cent (0.25 cent). The earnings in the first half, whilst lower than the same time last year, support this dividend payment. The company’s dividend reinvestment plan (DRP) applied to this dividend for Australian registered shareholders. The DRP Share Price is $0.059.

Further commentary can be found in the Company Announcement and Business Update dated 28th February 2012 accompanying this report.

Subsequent Events On 30 January 2012, the company announced that based on the first half results the company declared a fully franked dividend out of the half year profit of the 2012 financial year of one quarter of a cent (0.25 cent). The company’s dividend reinvestment plan (DRP) applies to this dividend for Australian registered shareholders. The record date for the dividend was 10 February 2012 with the payment date being 27 February 2012. Total dividend payable was $656,289.64. $80,475.25 of the dividend was paid with 1,364,061 shares issued on 27 February 2012 under the dividend reinvestment scheme. The net dividend paid in cash on 27 February 2012 was $575,814.39.

Auditors Independence Declaration The board has obtained an independence declaration from the Company’s auditors, Moore Stephens and is enclosed at page 4 of this Report.

Rounding of Amounts The Company is of a kind as referred to in ASIC Class Order 98/0100 amounts in the financial statements and directors’ report have been rounded to the nearest thousand dollars. Signed in accordance with a resolution of the board of directors:

Earl Eddings Managing Director Melbourne, 28 February, 2012

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Auditor’s Independence Declaration

AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF GREENCAP LIMITED

I declare that, to the best of my knowledge and belief, during the half year ended 31 December 2011 there have been:

(a) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review, and

(b) no contraventions of any applicable code of professional conduct in relation to the review.

NEIL PACE PARTNER

MOORE STEPHENS CHARTERED ACCOUNTANT

Signed at Perth this 28th February 2012

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Greencap Limited

Consolidated Statement of Comprehensive Income For the half year ended 31 December 2011

6 Months Ended 6 Months Ended

Note 31 December 2011

31 December 2010

$ 000s $ 000s

Continuing operations

Revenue 32,173 28,489

Other income 28 9

Direct project external expenses (5,591) (3,554)

Employee benefits expense (19,383) (18,152)

Occupancy expense (1,583) (1,164)

Depreciation (374) (280)

Other expenses from continuing operations (2,491) (2,424)

Profit from continuing operations before income tax and finance costs

2,779 2,924

Finance costs (567) (452)

Profit / (Loss) before income tax 2,212 2,472

Income tax expense (624) (721)

Net Profit after tax from continuing operations 1,588 1,751

Discontinued operation

Profit/(Loss) after tax from discontinued operations (39) 251

Net Profit / (loss) for the period 1,549 2,002

Net Profit attributable to members of Greencap Limited 1,549 2,002

Earnings per share - dollars per share

- basic for earnings for the year $0.0059 $0.0076

- basic for earnings from continuing operations $0.0060 $0.0067

- diluted for earnings for the year $0.0059 $0.0076

- diluted for earnings from continuing operations $0.0060 $0.0067

- dividends declared per share * n/a

* Dividend declared on 30 January 2012; see Note 7 - Subsequent Events.

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Greencap Limited

Consolidated Statement of Financial Position

As at 31 December 2011

Note As at 31 December 2011

As at 30 June 2011

$ 000s $ 000s

ASSETS

Current Assets

Cash and cash equivalents 6,923 2,938

Trade and other receivables 13,256 13,547

Other current assets 2,834 2,213

23,013 18,698

Non current assets classified as held for sale - 13,589

Total Current Assets 23,013 32,287

Non Current Assets

Plant and equipment 2,477 2,345

Intangible assets 41,772 41,772

Other non current assets 1,566 1,345

Total Non-Current Assets 45,815 45,462

TOTAL ASSETS 68,828 77,749

LIABILITIES

Current Liabilities

Trade and other payables 5,201 5,405

Provisions 3,134 3,724

Other current liabilities 621 1,516

Interest bearing liabilities 5,648 7,103

14,604 17,748

Liabilities directly associated with non current assets classified as held for sale - 1,903

Total Current Liabilities 14,604 19,651

Non Current Liabilities

Other non-current liabilities 75 6

Interest bearing liabilities 111 5,677

Total Non-Current Liabilities 186 5,683

TOTAL LIABILITIES 14,790 25,334

NET ASSETS 54,038 52,415

EQUITY

Issued capital 45,938 45,938

Reserve 764 690

Accumulated profits 7,336 5,787 TOTAL EQUITY 54,038 52,415

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Greencap Limited

Consolidated Statement of Cash-flows For the half year ended 31 December 2011

6 Months Ended 6 Months Ended

31 Dec 2011 31 Dec 2010

$000s $000s

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 39,680 37,834

Payments to suppliers and employees (35,364) (33,093)

Interest and bill discounts received 32 34

Borrowing costs paid (580) (524)

Income taxes paid (1,142) (2,292)

Goods and services tax paid (2,281) (1,144) Net cash from operating activities 345 815 CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of plant and equipment (469) (373)

Proceeds from disposal of discontinued entity 12,309 - Net cash from (used in) investing activities 11,840 (373) CASH FLOWS FROM FINANCING ACTIVITIES

Net proceeds from borrowings - 1,700

Repayment of borrowings (8,207) -

Payment of loan entitlements to vendors of acquired businesses

- (1,721)

Net cash from (used in) financing activities (8,207) (21) Net change in cash and cash equivalents 3,978 421

Cash and cash equivalents at the beginning of the financial year

2,938 3,340

Foreign exchange rate adjustments 7 (4)

CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR

6,923 3,757

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Greencap Limited

Condensed Statement of Changes in Equity

For the half year ended 31 December 2011

Consolidated Attributable to Equity Holders of the Parent

Issued Capital

Option Premium Reserve

Accum. Profit

Other Reserves Total

$ 000s $ 000s $ 000s $ 000s $ 000s

At 1 July 2011 45,938 693 5,787 (3) 52,415

Net Profit after tax from continuing operations

- - 1,588 - 1,588

Loss after tax from discontinued operations

- - (39) - (39)

Foreign currency translation - - - 74 74

At 31 December 2011 45,938 693 7,336 71 54,038

Consolidated Attributable to Equity Holders of the Parent

Issued Capital

Option Premium Reserve

Accum. Profit

Other Reserves Total

$ 000s $ 000s $ 000s $ 000s $ 000s

At 1 July 2010 45,938 622 11,477 - 58,037

Profit for the period - - 2,003 - 2,003

At 31 December 2010 45,938 622 13,480 - 60,040

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Notes to the Interim Financial Report

Note 1. Basis of Preparation of Preliminary Financial Report

These general purpose interim financial statements for half-year reporting period ended 31 December 2011 have been prepared in accordance with requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting. This interim financial report is intended to provide users with an update on the latest annual financial statements of Greencap Limited and its controlled entities (referred to as the consolidated group or the Group). As such, it does not contain information that represents relatively insignificant changes occurring during the half-year within the Group. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Group for the year ended 30 June 2011, together with any public announcements made during the following half-year.

Accounting Policies The same accounting policies and methods of computation have been followed in this interim financial report as were applied in the most recent annual financial statements, except in relation to the matters discussed below.

Critical Accounting Estimates and Judgments The critical estimates and judgments are consistent with those applied and disclosed in the June 2011 annual report, except in relation to the following matter:

Impairment – carbon price There is presently uncertainty in relation to the impacts of the carbon pricing mechanism recently introduced by the Australian Government. This carbon pricing system could potentially affect the assumptions underlying value-in-use calculations used for asset impairment testing purposes. The consolidated entity has not incorporated the effect of any carbon price implementation in its impairment testing at 31 December 2011.

New and Revised Accounting Requirements Applicable to the Current Half-year Reporting Period For the half-year reporting period to 31 December 2011, a number of new and revised Accounting Standard requirements became mandatory for the first time, some of which are relevant to the Group. A discussion of these new and revised requirements that are relevant to the Group is provided below: • AASB 124: Related Party Disclosures (December 2009)

AASB 124 (December 2009) introduces a number of changes to the accounting treatment of related parties compared to AASB 124 (December 2005, as amended), including the following: The definition of a “related party” is simplified, clarifying its intended meaning and eliminating

inconsistencies from the definition, including: The definition now identifies a subsidiary and an associate with the same investor as related parties of

each other; Entities significantly influenced by one person and entities significantly influenced by a close member

of the family of that person are no longer related parties of each other; The definition now identifies that, whenever a person or entity has both joint control over a second

entity and joint control or significant influence over a third party, the second and third entities are related to each other; and

The definition now clarifies that a post-employment benefit plan and an employer sponsor of such a plan are related parties of each other.

A partial exemption is provided from the disclosure requirements for government-related entities. Entities that are related by virtue of being controlled by the same government can provide reduced related party disclosures.

Application of AASB 124 (December 2009) did not have a significant impact on the financial statements of the Group.

• AASB 2010–4: Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 1, AASB 7, AASB 101 & AASB 134 and Interpretation 13] This Standard details numerous non-urgent but necessary changes to Accounting Standards arising from the IASB’s annual improvements project. Key changes include: Clarifying the application of AASB 108 prior to an entity’s first Australian-Accounting-Standards financial

statements; Adding an explicit statement to AASB 7 that qualitative disclosures should be made in the context of the

quantitative disclosures to better enable users to evaluate an entity’s exposure to risks arising from financial instruments;

Amending AASB 101 to clarify that disaggregation of changes in each component of equity arising from transactions recognised in other comprehensive income is required to be presented, but is permitted to be presented in the statement of changes in equity or in the notes;

Adding a number of examples to the list of events and transactions that require disclosure under AASB 134; and

Making sundry editorial amendments to various Standards and Interpretations.

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Application of the amendments in AASB 2010–4 did not have a significant impact on the financial statements of the Group.

• AASB 1054: Australian Additional Disclosures and AASB 2011–1: Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence Project [AASB 1, AASB 5, AASB 101, AASB 107, AASB 108, AASB 121, AASB 128, AASB 132 & AASB 134 and Interpretations 2, 112 & 113]. AASB 1054 sets out the Australian-specific disclosures that are additional to IFRS disclosure requirements. The disclosure requirements in AASB 1054 were previously located in other Australian Accounting Standards. Application of AASB 1054 did not have a significant impact on the financial statements of the Group.

Note 2: Profit for the Period

Consolidated Group

6 Months ending 6 Months ending

31 December 2011 31 December 2010

$ 000s $ 000s

The following revenue and expense items are relevant in explaining the financial performance for the interim period:

Revenue

Professional Services fee income 28,459 25,601

Project costs recharged 3,680 2,860

Interest income 34 28

32,173 28,489

Other income

Other Income 28 9

28 9

Note 3: Dividends

Consolidated Group

6 Months ending 6 Months ending

31 December 2011 31 December 2010

$ 000s $ 000s

Distributions paid/provided for

No dividends were declared in the period - _

Dividend declared on 30 January 2012; see Note 7 - Subsequent Events.

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Note 4. Segment Information

Identification of Reportable Segments The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Group is managed primarily on the basis of service business type. There is limited degree of diversification of the Group’s operations, with similar risk profiles and performance assessment criteria being in place. Operating segments are therefore determined on the same basis. Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following: • The services provided by the segment; • The service delivery process; • The type or class of customer for the services; • The delivery method; and • Any external regulatory requirements.

Services by Segment Property and OHS The Property and OHS segment involves the delivery of services that primarily affect owners and users of property. It also incorporates advisory services relating to business risk management. Environmental The Environmental sector encompasses those group businesses that provide environmental consulting advisory services. Corporate The corporate segment represents the corporate costs incurred by the Company in running the central group operation. Discontinued Operations This segment includes the two business segments being exited in the 2012 financial year: • The testing sector encompassing the provision of laboratory and analytical services including specialist

consulting advice related to analysis and testing results (sold 6 December 2012); and • The building code certification business incorporating PCA and BCA certification work by unrestricted A1

certifiers.

Basis of Accounting for Purposes of Reporting by Operating Segments Accounting Policies Adopted Unless stated otherwise, amounts now reported to the Board of Directors, being the chief decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group. Inter-Segment Transactions Inter-segment sales are made on an arms length basis between group businesses and segments. Revenues are attributed to geographic areas based on the location of the assets producing the revenues. All such transactions are eliminated on consolidation of the Group’s financial statements. Corporate costs are maintained and managed on a stand alone basis. Such corporate costs are recharged to operating businesses on the basis of proportion of revenue compared to total group revenue. Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements. Segment Assets Where an asset is used across multiple segments, the asset is allocated to that segment that receives majority economic value from that asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location. Goodwill is allocated against the corporate segment. Segment Liabilities Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Group as a whole and are allocated against the corporate segment. Segment liabilities include trade and other payables and certain direct borrowings. Unallocated Items The following items of revenue, expenses, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment unless incurred by a business within the relevant operating segment:

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• Derivatives • Income tax expense • Deferred tax assets and liabilities • Current tax liabilities • Other financial liabilities • Intangible assets • Discontinuing operations (which is reported as a separate segment)

Comparative Information Comparative information has been restated to conform to the requirements of AASB 8.

Half Year Ended 31 December 2011

OHS Property Environmental Corporate Continuing

Operations Discontinued Operations TOTAL

$000s $000s $000s $000s $000s $000s

Revenue

Sales to external customers 18,007 14,132 - 32,139 3,229 35,368

Other revenues from external parties 1 27 - 28 - 28

Interest revenue 12 3 19 34 1 35

Total segment revenue 18,020 14,162 19 32,201 3,230

Total consolidated revenue 35,431

Result

Segment result before finance costs 1,973 1,083 (277) 2,779 (35) 2,744

Profit from disposal of discontinued operation Note 4(a) - 330 330

Finance costs (11) (13) (543) (567) (91) (658)

Profit before income tax 1,962 1,070 (820) 2,212 204 2,416

Income tax expense (624) (243) (867)

Consolidated profit from ordinary activities after income tax 1,588 (39) 1,549

Net Profit 1,588 (39) 1,549

Assets

Segment assets 10,800 10,031 47,686 68,517 311

Total assets 68,828

Liabilities

Segment liabilities 5,005 2,633 7,146 14,784 6

Total liabilities 14,790

Other segment information

Capital expenditure 268 35 152 455 8 463

Depreciation 172 170 32 374 194 568

Other non-cash expenses - - - - - -

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Note 4. Segment Information – continued Half Year ended 31 December 2010

OHS Property Environmental Corporate Continuing

Operations Discontinued Operations TOTAL

$000s $000s $000s $000s $000s $000s

Revenue

Sales to external customers 17,207 11,254 - 28,461 3,925 32,386

Other revenues from external parties 9 - 9 43 52

Interest revenue 13 3 12 28 - 28

Total segment revenue 17,220 11,266 12 28,498 3,968

Total consolidated revenue 32,466

Result

Segment result before finance costs 1,737 1,187 - 2,924 384 3,308

Finance costs (3) (15) (434) (452) (30) (482)

Profit before income tax 1,734 1,172 (434) 2,472 354 2,826

Income tax expense (721) (103) (824)

Consolidated profit from ordinary activities after income tax

1,751 251 2,002

Net Profit After Tax 1,751 251 2,002

Assets

Segment assets 9,822 7,046 62,918 79,786 3,762

Total assets 83,548

Liabilities

Segment liabilities 5,424 2,518 13,823 21,765 1,743

Total liabilities 23,508

Other segment information

Capital expenditure 135 126 - 261 52 313

Depreciation 125 154 - 279 129 408

Other non-cash expenses - - - - - -

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Revenue by geographical region Revenue attributable to external customers is disclosed below, based on the location of the external customer:

31 December

2011 31 December

2010

$000 $000

Australia 34,433 32,047 Indonesia 998 419 Other foreign countries

Total revenue 35,431 32,466

Assets by geographical region The location of segment assets by geographical location of the assets is disclosed below:

Australia 67,222 83,074

Indonesia 1,606 474

Total assets 68,828 83,548 Major customers

The Group has a broad range of customers to whom it provides services. The Group does not supply services to any single external customer who accounts for more than 10% of revenue (2011: no customers more than 10%). The most significant client accounted for 4.3% (2011: 4.5%) of external revenue.

Note 4 (a) Profit on disposal of discontinued operations On 6 December 2011, the company sold 100% equity interest in its wholly owned subsidiary, Leeder Consulting Pty Ltd. The testing business was sold to SGS Australia Pty Ltd for $12.309 million plus a net tangible asset adjustment of $326,000 which was received 16 February 2012. The disposal of Leeder Consulting Pty Ltd resulted in an excess of sale price over goodwill and net assets on disposal of $330,000 summarised as follows:

Purchase Price $12.309 million Completion Adjustment $ 0.326 million Total Proceeds $12.635 million Net Assets $ 2.476 million Goodwill $ 9.829 million Total Assets sold $12.305 million Profit on Sale of Leeder Consulting Pty Ltd $ 0.330 million

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Note 5. Contributed Equity

31 December 30 June

2011 $000s

2011 $000s

Ordinary Shares(i) 45,938 45,938

(i) Ordinary Shares: fully paid ordinary shares carry one vote per share and carry the right to dividends

31 December 30 June

2011 Shares

2011 Shares

Balance at the beginning of the financial year 262,515,385 262,515,385

Share Issues - -

Balance at the end of the financial year 262,515,385 262,515,385

Note 6. Commitments and Contingencies Group companies have been joined into three court actions where plaintiffs are seeking damages based on work undertaken or purportedly undertaken by a group company. In the opinion of the directors none of these claims have progressed to a point where the liability or potential liability can be reasonably established. The claims will be vigorously defended and have been notified to the company’s insurer. Professional indemnity claims or notifications have over the history of the group rarely eventuated as liabilities to the group, should a claim result in a liability the directors expect this to be adequately covered by insurance policies held by the group. There are no other significant changes to commitments or contingencies since the reporting date. Note 7. Subsequent Events On 30 January 2012, the company announced that based on the first half results the company declared a fully franked dividend out of the half year profit of the 2012 financial year of one quarter of a cent (0.25 cent). The company’s dividend reinvestment plan (DRP) applies to this dividend for Australian registered shareholders. The record date for the dividend was 10 February 2012 with the payment date being 27 February 2012. Total dividend payable was $656,289.64. $80,475.25 of the dividend was paid with 1,364,061 shares issued on 27 February 2012 under the dividend reinvestment scheme. The net dividend paid in cash on 27 February 2012 was $575,814.39. No other matter or circumstance has occurred or been identified since 31 December 2011 to the date of this report, that has significantly affected, or may significantly affect the consolidated entity’s continuing business operations.

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Directors’ Declaration In accordance with a resolution of the directors of Greencap Limited, the directors of the Company declare that:-

(a) the financial statements and notes as set out on pages 5 to 15 are in accordance with the Corporations Act 2001, including:

(i) complying with Accounting Standard AASB 134: Interim Financial Reporting; and (ii) giving a true and fair view of the consolidated entity’s financial position as at 31 December

2011 and of its performance for the half-year ended on that date. (b) In the directors’ opinion there are reasonable grounds to believe that the Company will be able to

pay its debts as and when they become due and payable.

On behalf of the Board

EARL EDDINGS Managing Director Melbourne, 28 February 2012

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Independent Review Report To the Members of Greencap Limited

Report on the Half-Year Financial Report We have reviewed the accompanying half-year financial report of Greencap Limited and controlled entities (the consolidated entity) which comprises the consolidated statement of financial position as at 31 December 2011, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows for the half-year ended on that date, the accounting policies and other selected explanatory notes and the directors’ declaration.

Directors’ Responsibility for the Half-Year Financial Report The directors of Greencap Limited (the company) are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410: Review of a Financial Report Performed by the Independent Auditor of the Entity in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and its performance for the half-year ended on that date and complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Greencap Limited and controlled entities, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Matters Relating to the Electronic Presentation of the Audited Financial Report This review report relates to the financial report of the consolidated entity for the half-year ended 31 December 2011 included on the website of Greencap Limited. The directors of the company are responsible for the integrity of the website and we have not been engaged to report on its integrity. This review report refers only to the half-year financial report identified above and it does not provide an opinion on any other information which may have been hyperlinked to or from the financial report. If users of this report are concerned with the inherent risks arising from electronic data communications, they are advised to refer to the hard copy of the reviewed financial report to confirm the information included in the reviewed financial report presented on the company’s website.

Independence In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act, has been provided to the directors on the same date as this auditor’s review report

Conclusion Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Greencap Limited and controlled entities is not in accordance with the Corporations Act 2001 including: (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and of its

performance for the half-year ended on that date; and (b) complying with AASB 134: Interim Financial Reporting and Corporations Regulations 2001.

MOORE STEPHENS Chartered Accountant

NEIL PACE Partner

Perth, 28th February 2012

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28 february 2012 the company announcements platform · million of its core debt, leaving the...

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