JAMES S. MILLNER AM; Ph.C; MPS. (Chairman) Director since 1969; Chairman since 198 1
ROBERT D. MILLNER (Deputy Chairman) Director since 1997
GEOFFREY G. TRAVIS BEc. (Syd); FCA Director since 1978
ALBERT W. BURGIS FCPA; ACIS; JP. Joined the company 1959. Director since 1983
ALAN J. BENTLEY (Executive Director) Joined the Company 1984. Director since 1995
TIMOTHY V FAIRFAX FAICD Director since 1997
ALEXANDER J. PAYNE B.Comm; Dip CM; CPA; ACIS; FCIM; JP.
TRAVIS & TRAVIS Chartered Accountants
NATIONAL AUSTRALIA BANK LIMITED
THE AUSTRAL BRICK COMPANY PTY. LIMITED A.C.N. 000 005 550 THE AUSTRAL TILE COMPANY PTY. LIMITED A.C.N. 000 012 340 (FORMERLY, AUSTRAL PIPES AUSTRALIA PTY. LIMITED) CANBERRA PIPES PTY. LIMITED A.C.N. 008 392 014 CARRINGTON BRICK COMPANY PTY. LIMITED A.C.N. 000 002 979 THE WARREN BRICK COMPANY LIMITED A.C.N. 000 006 682 ROCHEDALE TRANSPORT PTY. LIMITED A.C.N. 000 646 695
Plant 1, The Austral Brick Company Pty. Ltd. Wallgrove Road HORSLEY PARK NSW 2 164 Telephone: (02) 9830 7700 Facsimile: (02) 9831 2383
BRICKWORKS LIMITED A.C.N. 000 028 526
NOTICE OF MEETISG
NOTICE IS HEREBY given that the ANNUAL GENERAL MEETING of BRICKWORKS LIMITED. will bc held at The Phillip Room, Royal Automobde Club of Australia, 89 Macquarie Street, Sydney, NSW 2000 on Friday, 6th November, 1998 at 12.00 noon.
ORDINARY BUSINESS: 1. To receive and consider the balance sheet and profit and loss account for the year ended
30th June, 1998 and the reports of the directors and auditors thereon.
-. 7 To consider the dec!aration of dividend as recomnended by the di;zcto;s.
3. Election of directors:
( i ) Mr. G. G. Travis retires as a Director in accordance with article 29.3, and being eiigbiie for re-eiction offers himself to be re-elected as a Director.
( i i ) To elect Mr. M. J. Millner as a Director of the company.
( i i i ) The following resolution will be proposed as a special resolution pursuant to Section 228(7) ofthe Corporations Law for the re-appointment of Mr. A. W. Burgis who, being eligible, offers himself for re-election: That pursuant to Section 228(7) of the Corporations Law, Mr. A. W. Burgis, having attained the age of 75 years, be hereby reappointed as a Director of the company to hold office until the conclusion of the next Annual General Meeting.
BY ORDER OF THE BOARD A. J. PAYNE
Secretary
The transfer books and register of members of Brickworks Limited will be closed from 5.00p.m. 29th October, 1998 to 5.00p.m. 6th November, 1998 for the purpose of preparing and paying dividends.
A member entitled to attend and vote at the above meeting is entitled to appoint not more than two proxies; where more than one proxy is appointed each must be appointed to represent a specified proportion of the member's voting rights. A proxy need not be a member of the Company. A proxy form is available in the back of this report.
2
BRICKWORKS LIMITED A.C.N. 000 028 526
DIRECTOR'S REPORT
The directors of Brickworks Limited present their report and the financial statements of the parent entity and its controlled entities for the financial year ended 30th June, 1998.
Directors
The Directors in office at the date of this report are:
The principal activities of the Brickworks Group during the year were the manufacture of clay products and investment.
Result of Operations
The consolidated net profit for the year ended 30th June, 1998 of the Brickworks Group after income tax expense, amounted to $18,722,242 compared with $14,767 628 for the previous year.
Dividends
The directors recommend that the following final dividend be declared:
(a) Final dividend of $6,586,180 (fully franked), out of profits for the year ended 30th June, 1997 and referred to in the previous directors' report;
1 (b) Interim ordinary of $6,586,180 (fully franked) paid 8th April, 1998;
3
Review of Operations
The group operating profit before abnormal items and after tax has increased by 41%) to $ 1 8.77 million.
Investment income increased 4% before abnormal items. There were no abnormal profits in the current period therefore investment income after abnormal items decreased by 9%. Interest income was down by 5%. The cash balances remained virtually unchanged. despite purchases of investment? ($!3.8 mi!!ion) and paymefit nf the special interim dividend ($6.6 million).
Improved selling prices increased sales revenue by 16% to $107.7 million and with reductions in manufacturing costs and administration costs, have increased the operating profit after tax for the clay product business by 2 18%) to $7.3 million.
Sales for the first quarter of 1998199 are ahead of last year, despite the recent record rainfall. However, it is difficult to judge if this positive trend will continue into the second half.
A final ordinary dividend of 50 cents per share, together with a special dividend of 50 cents per share is proposed which, with the interim dividend of $ 1 .OO per share (including the special dividend of 50 cents) will bring the total distribution for the yea; to $2.00 per share.
Significant Changes in State of Affairs
There were no significant changes in the state of affairs of the Brickworks Group during the year.
Likely Developments
There are no known likely developments in the operations of the Brickworks Group.
Post Baiance Date Events
No matters or circumstances have arisen since the end of the financial year that may significantly affect in subsequent financial years:
- the operations of the Brickworks Group; - the resuit oi" those operations; or - the state of affairs of the Brickworks Group.
Meetings of Directors
During the financial year, 18 meetings of directors (including committees) were held. Attendances were:
D!!?ECTO!?S' CO?AM!TTEE MEETINGS MEETINGS
%umber Number eligible to Yumber eligible to Number
As at the date of this report there is an Audit Committee of the Board of Directors.
4
Directors' Benefit
No director has received or become entitled to receive during or since the financial year, a benefit because of a contract made by the parent entity, controlled entity or a related body corporate with a director, a firm of which a director is a member or an entity in which a director has a substantial financial interest. This statement excludes a benefit included in the aggregate amounts of emoluments received or due and receivable by directors shown in the company's accounts, or the fixed salary of a full-time employee of the parent entity, controlled entity or related body corporate.
Indemnification of directors and officers
The Company's Articles of Association provide for an indemnity of directors, executive officers and secretaries where liability is incurred in connection with the performance of their duties in those roles other than as a result of their negligence, default, breach of duty or breach of trust in relation to the Company. The Articles further provide for an indemnity in respect of legal costs incurred by those persons in defending proceedings in which judgment is given in their favour, they are acquitted or the Court grants them relief.
Since the end of the previous financial year, the Company has paid insurance premiums in respect of directors' and officers' liability. The insured persons under those policies are defined as all directors (being the directors named in this Report), executive officers and any employees who may be deemed to be officers for the purposes of the Corporations Law.
Signed in accordance with a resolution of the directors at Horsley Park.
Dated this 28th day of September, 1998.
l R.D. MILLNER, Director G.G. TRAVIS, Director
5
BRICKWORKS LIMITED A.C.N. 000 028 526
CORPORATE GOVERNANCE STATEMENT
A description of the company's main corporate governance practices arc set out below. Unless otherwise stated all these practices were in place for the entire year.
The Board of Directors
The Board of Directors takes ultimate responsibility for corporate governance and operates in accordance with the following broad principles:
the board musi cvriiprise between 3 and 8 directors a majority of the Board should be non-executive directors the Chairman should be a non-executive director the Board should comprise directors with a broad range of skills and experience
Te ~ssist it in fi~!fi!!ing its responsibilities the Board has established an audit and an investment committee. Each of these committees has the authority delegated to it by the Board.
The attendance at Directors' and Committee meetings is recorded in the Directors' Report.
At all times during the year there was a significant ma-jority of non-executive directors on the Board. At the date of sigqing the directors' report the Board consisted of five non-executive directors and one executive director.
Chairman
The Chairman of the Board is a non-executive director who is elected by the full Board.
Executive Director
The performance of the executive director is reviewed by the Board on an on-going basis.
Non-executive Directors
The performance of non-executive directors is reviewed by the Chairman on an ongoing basis. Any director whose performance is considered unsatisfactory is asked to resign.
Non-executive directors are expected to spend at least 40 days a year preparing for, and attending, Board and Committee meetings and associated activities.
I t is Board policy that a ma.jority of non-executive directors are independent having no other business relationships that may influence their autonomy.
Independent Professional Advice
Directors have the right, in connection with their duties and responsibilities as directors, to seek independent profesaional advice at the company's expense. Prior written approval ofthe Chairman is required. but this will not be unreasonabiy withheid.
6
Nomination of Directors
Nomination of Directors is dealt with by the non-executive directors.
Directors are initially appointed by the full Board, sub-ject to election by shareholders at the next annual general meeting, and re-election at three-yearly intervals, yearly where a director has reached 72 years of age.
Remuneration
Remuneration issues are dealt with during a full Board meeting of all Directors once a year.
The remuneration of non-executive Directors is determined by the full Board after consideration of company performance and market rates for Directors' remuneration. The Board is required to put a recommendation to shareholders in general meeting.
The non-executive Directors set the Chief Executive's salary.
The full Board reviews the salaries of all senior management and sets the guidelines for remunerating all other staff.
Further information on directors' and executives' remuneration is set out in Note 5 to the financial statements.
Audit Committee
The Audit Committee comprises all non-executive Directors and partners of the company's external audit firm, and meets at least bi-annually. The Chief Executive Officer and the Company Secretary usually attend by invitation to discuss issues on audit and internal control matters. The reappointment of Auditors is determined by the Board on a yearly basis.
The main responsibilities of the audit committee are to:
review and report to the Board on the annual report and financial statements provide assurance to the Board that it is receiving adequate, up to date and reliable information assist the Board in reviewing the effectiveness of the organisation's internal control environment covering:
- effectiveness and efficiency of operations - reliability of financial reporting - compliance with applicable laws and regulations
The committee is also charged with the responsibilities of recommending to the Board the appointment, removal and remuneration of the external auditors, and reviewing the terms of their engagement, and the scope and quality of the audit.
In fulfilling its responsibilities the committee receives regular reports from management and the external auditors. The external auditors have a clear line of direct communication at any time to the Chairman of the Board.
7
The committee has authority, within the scope of its responsibilities, to:
seek any information it requires from any employee or external party. and obtain external legal or other independent professional advice.
The committee reports to the full Board after each committee meeting and relevant papers and minutes are provided to a!! directors.
Risk Management
The board sets stringent policies and procedures to minimise risk throughout the operations. These policies ensure solid long term investments are made and prohibit speculative investments.
The company uses various risk management techniques including insurances and foreign currency hedging only .,.L _--~___._+ ~ _ _ __.. ,A L.. +L c 1 1 D"- -cn: _-,. +--- w11ei-c npplupl;al& a d app1uvcu vy lrle lull uua1d U 1 WIICblUL>.
The Board also requires and has ensurcd that Management has in place effective policies to deal with the following issues:
Occupational Health and Safety Environmental Practices Compliance with Laws and Regulations Equal Employment Opportunity and Discrimination Professional and Ethical Conduct
Management is required to report to the board on these matters during the monthly meetings when appropriate and commissions independent consultants as necessary.
Ethical Standards
The company has a comprehensive Policy and Procedures Manual which covers all ethical business issues inciuding:
professional conduct compliance with laws and regulations employment customer relations
* supplier reiations competitors other employees the environment, and conflicts of interest
x
BRICKWORKS LIMITED AN D CONTROLLED ENTITI ES A.C.N. ooo 028 526
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30TH JUNE, 1998
CONSOLIDATED PARENT ENTITY
NOTE 1998 1997 $000 $000
1998 1997 $000 $000
Operating profit before abnormal items 3 23,530 15,419 l 1,954 1 1,420
Income tax attributable to operating profit before abnormal items 4 4,758 2,136 57 1 683
Operating profit before abnormal items after attributable income tax 18,772 13,283 1 1,383 10,737
Abnormal items 2,097 2,097
Income tax attributable to abnormal items
Abnormal items after attributable income tax 1,484 1,484
Net profit (operating profit and abnormal items) after income tax 18,772 14,767 1 1,383 12,22 l
Retained profits at the beginning of the financial year 20,924 23,359
32,307 35,580
26,345 13,172
40,3 I O 40,199
59,082 54,966
26,345 13,172
Total available for appropriation
Dividends paid and proposed
Aggregate of amounts transferred to reserves 1,484
32,737 40,3 l0
1,484
5,962 20,924 Retained profits at the end of the financial year
The accompanying notes form part of these financial statements
9
BRICKWORKS LIMITED AN D CONTROLLED ENTITI ES A.C.N. ooo 028 526
BALANCE SHEET AS AT 30TH JUNE, 1998
CURRENT ASSETS Cash Receivables Investments Inventories Other
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS Investments Property, plant and equipment Other
,I OTA L NO. . - - . - - - - .- . - - -” N-CUKKLN 1 AbbL I S
TOTAL ASSETS
CURRENT LIABILITIES Accounts payable Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES Provisions Other
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
IVET ASSETS
SHAREHOLDERS’ EQUITY Share capital iieserves Retained profits
TOTAL SHAREHOLDERS’ EQUITY
1998 $000
3.41 I 13,078 2,126
20,830 38,005 77,450
64,276 1 84,494
2,352 25i.i22
328,572
7,576 21.613 29. I89
I3,XOO
I 3.800
42,989
285,583
2,634 ?<l) 212
32,737 285.583
.L>\,,
I997 SO00
1,568 1 1,535 2.3 l4
24,570 40.07 1
1998 $000
70 86
37.4 16
I997 $000
x5 119
393 I8 80.058 37.572 39,722
5 1,483 I 89,633
2 3 7 1
2 19,789 325 138
220,252
206.995 325
17.199
324.045 257.824 264.24 I
6, l42 I I ,90 I
67 13,477
6 2 7,7 1 1
18.043 13.544 7,773
12,846
12,846
30,889
293, I56
2,634 250,2 ! 2 40,3 10
293.156
414 2,692 3,106
43 289 332
16.650 8.105
24 1,174
2.634 232,578
5,962
256, I36
2.634 232,578
20,924 241,174 256, I36
CAPITAL AND LEASING COMMITMENTS 20
The accompanying notes form part of these financial statements
I 0
BRICKWORKS LIMITED AND CONTROLLED ENTITIES A.C.N. 000028526
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE, 1998
NOTE l: STATEMENT OF ACCOUNTING POLICIES
The financial statements are a general purpose financial report that have been prepared in accordance with applicable Accounting Standards and other mandatory professional reporting requirements and the Corporations Law. The financial statements have also been prepared on the basis of historical costs and do not take into account changing money values or, except where stated, current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets. The accounting policies have been consistently applied, unless otherwise stated.
The following is a summary of the sigificant accounting policies adopted by the Brickworks Group in the preparation of the financial statements.
PFUNCIPLES OF CONSOLIDATION
The consolidated accounts comprise the accounts of Brickworks Limited and all of its controlled entities. A controlled entity is any entity controlled by Brickworks Limited. Control exists where Brickworks Limited has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Brickworks Limited to achieve the objectives of Brickworks Limited.
A list of controlled entities is contained in Note 23 to the accounts. All inter-company balances and transactions between entities in the Brickworks Group, including any unrealised profits or losses, have been eliminated on consolidation.
NON-CURRENT INVESTMENTS
Investments held as non-current investments are brought to account at cost. The carrying amount of investments is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount i s assessed from the shares' current market value. The expected net cash flows from investments have not been discounted to their present value in determining the recoverable amounts.
Dividends are brought to account in the profit and loss account when received.
Equity accounting information for investments in associated companies are shown in Note 27 to the accounts. An associated company is a company over which the Brickworks Group is able to exercise significant influence.
CURRENT INVESTMENTS
Shares in listed companies held as current assets are held as a trading portfolio, and are valued at the lower of cost or net realisable value. The gains or losses, whether realised or unrealised, are included in operating profit before income tax.
PROPERTY PLANT AND EQUIPMENT
Property, plant and equipment are brought to account at cost or at independent valuation, less, where applicable, any accumulated depreciation or amortisation. The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment andor on subsequent disposal of the assets. The expected net cash flows have, where appropriate, been discounted to their present values in determining recoverable amounts.
The depreciable amount of all fixed assets including buildings but excluding freehold land, is depreciated on a straight line or diminishing value basis over their usefd lives to the Brickworks Group commencing from the time the asset is held ready for use.
The gain or loss on disposal of all fixed assets, including revalued assets, is determined as the difference between the carrying amount of the asset at the time of disposal and the proceeds of disposal, and is included in operating profit before income tax of the Brickworks Group in the year of disposal.
1 1
The depreciation rates used for each class of depreciable assets are: Class Rate Buiidings 2.5% PC Plant and Equipment 4"-33'%, PC, 8'%,-22' '5% DV
The revaluations of freehold !and and buildings have not taker, account of the potentia! capita! gains :ax oi: assets acquired after the introduction of capital gains tax.
INCOME TAX
The Brickworks Group adopts the liability method of tax-effect accounting whereby the income tax expense shown in the profit and loss account is based on the operating profit before income tax adjusted for any permanent differences.
Timing differences, which arise due to the different accounting periods in which items of revenue and expense are included in the determination of operating profit before income tax and taxable income, are brought to account as either provision for deferred income tax 01- an asset desci-ibed as future income tax beriefit, ai iile raie ol' irlcorrle iax appiicabie io ihe period in which the benefit wiii be received or the iiabiiity wiii become payable.
Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonablc doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.
The amount of benef-its brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation, the anticipation that the Brickworks Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
I".
INVENTORIES
Finished goods, raw materials and work in progress are valued at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour, and an appropriate portion of variable and fixed overhead, the latter is applied on the basis of normal operating capacity.
EMPLOYEE ENTITLEMENTS
Provision is made for the company's liability for employee entitlements arising from services rendered by employees to balance date. Employee entitlements expected to be settled within one year together with entitlements arising from wages and salaries, annual leave and sick ieave which wiii be settied after one year, have been measured at their nomina; amount. Other empioyee entitiements payabie later than one year have been measured at the present value of the estimated future cash outflows to be made for those entitlements.
Contributions are made by the Brickworks Group to employee superannuation funds and are charged as expenses when incurred.
ROUNDING OFF OF AMOUYTS TO NEAREST THOUSAND DOLLARS
The company is a company of the kind referred to in Corporations Regulation 3.6.05(6) and in accordance with Sec. 31 1 of the Corporations Law amounts in the accounts have been rounded off to the nearest thousand dollars unless specifically stated to be otherwise.
COMPARATIVE FIGURES
Where required by Accounting Standards comparative figures have been ad.justed to conform with changes in presentation for the current financiai year.
12
CONSOLIDATED PARENT ENTITY
NOTE 1998 1997 $000 $000
1998 1997 $000 so00
NOTE 2: OPERATING REVENUE (a) Sales revenue
(b) Other operating revenue Interest received Other corporations
Dividends received Controlled entities Other corporations
Proceeds on sale of: - non-current investments - property, plant and equipment
Other
Total revenue
107,673 92,973
2,202 2,324 2,199 2,3 19
278 259 9,9 i 9 9,244 10,339 9,663
1,337 7,917 356 417
29 1 1,353
1,337 7,9 17
122,198 114,647 13,733 19,739
NOTE 3: OPERATING PROFIT BEFORE ABNORMAL ITEMS AND INCOME TAX HAS BEEN DETERMINED AFTER: (a) Charging as expenses:
Depreciation of property, plant and equipment
Buildings Plant and equipment
625 587 8,178 8,560
8,803 9,147
Directors' remuneration
Auditors' remuneration
Rental expense on operating leases
Net loss on disposal of: Property, plant & equipment
(b) Crediting as income: Dividends received from: Controlled entities Other corporations
Interest received from: Other corporations
Net gain on disposal of: Investments Property, plant & equipment
Unrealised gain (loss) on current investments
278 259 9,9 19 9,244 10,339 9,663
2,202 2,324 2,199 2,3 19
313 185 15
(61) 107
313 139
13
CONSOLIDATED PARENT ENTITY
1998 1997 1998 1997 so00 $000 $000 $000
NOTE 4: INCOME TAX EXPENSE The prima facie tax on operating profit is reconciied to the income tax provided in the accounts as follows: Prima facie tax payable on operating profit and abnormal items before income tax at 36% 8-47 1 6,306 4,303 4,866
I a0 ! 6!
x,x 12 ~
i 55 i 5
6,46 I 4,3 1 8 4,866
149 -, -4 A71
~
1,296 ~
~
683 613
Less: Tax effect of Capital profits not subject to income tax P,ebztez??!e dividends Over (under) provision for income tax in prior year
1" to- qttAh33tohi LLlbo,l,r b,,yellr)b LllllLVUILIVIe to operating profit
149 3,479
256 84
(b) Income tax expense attributable to: Operating profit before income tax Abnormal items
4,758 2,136 613
57 1
~
4,758 2,749 ~
~
(c) The income tax expense comprises amounts set aside as:
Provision for income tax attributable to current year - income tax payable on
operating profit
- Income tax payable on abnormal items
- (Over) under provision for income tax in prior year
Provision for income tax attriblltahlp -."" ?Q fi~ture yezrs
- Provision for deferred income tax
- Future income tax benefit
4,762 1,695 653
613
14
CONSOLIDATED PARENT ENTITY
1998 1997 1998 1997 $000 S000 $000 $000
NOTE 5: REMUNERATION OF DIRECTORS AND EXECUTIVES
(a) Directors' remuneration Amount paid, and payable to directors of the Brickworks Group from the parent entity and any related entities
The number of directors whose total income fell within the following bands:
The names of parent entity directors who have held office during the financial year are:
James S. Millner Geoffrey G. 'Travis Hugh Dixson (Retired 28th July, 1997) Albert W. Burgis Cedric M.I. Pearson (Retired 27th October, 1997) Alan J. Bentley Robert D. Millner (Appointed 28th July, 1997) Timothy V. Fairfax (Appointed 27th October, 1997)
The directors received no benefits other than those disclosed in the notes to the accounts.
(b) Executive officers' remuneration An executive is a person who is directly accountable and responsible to the board or the Chief Executive Officer
Income paid or payable to executive of'ficers (including executive directors) of the Brickworks tiroup from all entities in the Group and any related entities, whose income is $l00,000 or more.
The number of executive officers whose income was within the following bands:
Remuneration includes all salary and bonuses, superannuation contributions, fringe benefits and fringe benefits tax.
15
NOTE 6: AUDITORS' REMUNERATION Amount receivable by the auditors for:
Auditing the accounts Other services
NOTE 7: ABNORMAL ITEMS (a) Income
Capital profit on sale of investments Less: income tax applicable
Total abnormal income after tax
NOTE 8: DIVIDEND PAID AND PROPOSED Interim ordinary dividend paid of 50 cents per share, fully franked at the tax rate !S 36% Interim special dividend paid of 50 cents per share, fully franked at the tax rate of 36% Proposed final ordinary dividend of 50 cents per share, fully franked at the tax rate of 36% Proposed final special dividend of 50 cents per share, fully franked at the tax rate of 36%
Balance of franking account at year end adjusted for franking credits arising from payment of income tax payable and payment of propssed dividends
NOTE 9: EARNINGS PER SHARE Basic earnings per share (cents per share) Diluted earnings per share (cents per share)
(a) Weighted average number of ordinary shares outstanding during the year used in calculation of basic EPS
NOTE 10: RECEIVABLES Current
Trade debtors Less: provision for doubtful debts
Other debtors
Less: advance payments by customers
CONSOLIDATED
~- ~
PARENT ENTITY
1998 $000
! 49 50
199 -
~
6,586
6,586
6,586
6,586 26,345
i8,828
142.5 142.5
13,172,360
14,465 530
!?,?X 173
14,108 I .030
i 3,078
1997 $000
l / A l 0-
45 209
2,097 613
1,484
2,097
6.586
6.586
13,172
26,844
112.1 112.1
13,172,360
12,340 475
1 1 O L Z I 1 ,OUJ
554
1998 so00
38 45 83
1997 $000
38 45 83
2,097 613
-~
6.586
5,586
6,586
6,586 26,345
(5,174)
86
1,484
2,097
6,586
6,586
13.172
9,828
119 12,419
884 i i .535
86
86
119
I 1 Y
CONSOLIDATED PARENT ENTITY
\ NOTE 11: INVESTMENTS (a) Current
Share trading portfolio - at lower of cost and net realisable value
(b) Non-Current Non-current investments comprise: Shares in controlled entities not listed at cost Shares in other corporations: listed on a prescribed stock exchange, at cost
At market value - listed
NOTE 12: INVENTORIES Current
Raw materials and stores Work in progress Finished goods
1998 $000
2,126
64,276 64,276
343,9 14
4,053 1,036
15,74 1
1997 $000
2,3 14
5 1,483 5 1,483
543,380
4,148 1,126
19,296 20,830
NOTE 13: OTHERASSETS (a) Current
Short term deposits and loans Prepayments
(h ) Non-current Future income tax benefit Mortgage loan Amount owing by controlled entities
37.4 16 589
38,005
2,352
NOTE 14: PROPERTY, PLANT AND EQUIPMENT
Freehold land At cost At independent valuation 1996
24,570
39,5 18 553
40,07 1
2,07 1 800
1998 $000
156,323
63,466 2 19,789
333,346
1997 $000
156,323
50,672 206,995
524,486
37,4 16
37,416
138
39,5 18
39,5 18
69 800
16,330 2,352 2 3 7 1 138 17,199
699 108,884 108.884 109.583 108.884
Buildings At cost Less: depreciation
23,690 4,824
23,093 4,199
Plant and equipment At cost Less: depreciation
18,866
125,102 70,568
18,894
123,625 62,854
Add: work in progress - at cost
54,534
1.51 1 56.045
Total property, plant & equipment 184,494
60,77 1
1,084 61,855
189.633
325 325 325 325
325 325
The independent valuations of freehold land in 1996 were carried out by Mr. J.D. Frape AVLE (VAL), Mr PR. Barlow AVLE (VAL), Mr F.J. Vella FVLE (VAL & ECON)AREI, of Richardson & Wrench Commercial Pty Limited based on estimated current market values. The revaluations take no account of potential capital gains tax and were not made in accordance with a policy of regular annual revaluations.
( b ) Non-current Deferred income tax Employee entitlements
21,613
12,995 805
13.800
17. O'I'HFK - L I A ~ I - L l ~ I ~ S
Amounts owing to controlled entities Non-current
NOTE 18: SHARE CAPITAL (a) Authorised capital
125,000,000 ordinary shares of 20 cents each
(b) Issued capital 13,172,360 ordinary shares of 20 cents each fully paid
NOTE 19: RESERVES (a) Composition of reserves
Capital reserves - Capital profits Capital redemption Asset revaluation Share premium Revenue reserve - General
(b) Movements in reserves Capital profits reserve
Balance 1 st July. I997 Transfer from retained earnings Balance 30th June, 1998
1997 $000
5,142
6,586 1,346 3,894
75 1 1.901
12,462 384
12.846 -~
25,000
2,634
88,201 1,500
13,62 1 135,274
11,616 250,2 12
88,20 1
25,000
2,634
88,20 I 1,500
13,62 1 135,274
11,616 250,2 12
86.7 17 1.484
88,20 1 88.201
PARENT ENTITY
1998 $000
57
13,172 305
13,477
30 384 414
2.692
1997 $000
52
6,586 933 192
7:7 1 1
43
43
289
25,000
2,634
84,479 1,500
325 135,274
1 1,000 232,578
84,479
25,000
2,634
84,479 1,500
325 135,274
1 1,000 232,578
82,995 1.484
84.479 84.479
CONSOLIDATED PARENT ENTITY
1998 $000
1997 $000
1998 $000
1997 $000
NOTE 20: CAPITAL AND LEASING EXPENDITURE COMMITMENTS (a) Capital expenditure prqjects
Payable - Not later than one year - Later than one year but
not later than 2 years
278 484
484 278
278 484
(b) Operating lease commitments Non-cancellable operating leases contracted for but not capitalised in the accounts I12 47
Payable - Not later than one year - Later than one year but not later than 2 years - Later than two years but not later than 5 years
63 36 13
34 13
112 47
NOTE 21: RELATED PARTY TRANSACTIONS During the year material transactions took place with the following related parties: (a) Ownership Interest in retated parties
Washington H. Soul Pattinson and Company Limited
(h) Dividend revenue derived from
Washington H. Soul Pattinson and Company Limited
(c) Ownership Interest of related parties
Washington H. Soul Pattinson and Company Limited
(d) Dividend paid to related parties Washington H. Soul Pattinson and Company Limited
related parties:
in Brickworks Limited
42.85% 42.85'14 4 1.18'%, 4 I . 18%
7, I58 6,647 6,880 6,388
49.84% 49.84% 49.84'%,
6,565 9,847 6,565
49.84'%,
9.847
~
Shares
228,476 3016/98 Disposed of Acquired
Held Shares
500 22 1,892 1,664 2,5 18
604 500 500
1,000 455,654
(e) Shares of Directors and their director-related entities James S. Millner Robert D. Millner Geoffrey G. Travis Albert W. Burgis Alan J. Bentley Timothy V Fairfax
l ield 3016l97
228,476 22 1.392
1,664 2,5 18
454,654
All share transactions by directors were on nornlal terms and conditions on the Australian Stock Exchange.
Directors and their director-related entities are able. with all staff members, to purchase goods produced by the Brickworks Group on terms and conditions no more favolmble than those available to other customers.
NOTE 22: STATEMENT OF OPERATIONS BY SEGMENTS (a) Industry classification Clay Products Investment Consolidated
Sales to customers outside the Brickworks Group 1 OX,24 1 94,262 13,957 20.385 122,19x I 14,647 Segment result 11,576 3,722 1 1,954 13,794 23,530 17,516 Unallocated expenses Consolidated operating profit before income tax 1 1,576 3,722 1 1,954 13,794 23.530 17,516 Consolidated operating profit after income tax 7.339 2,311 1 I .433 12,456 18,772 14,767 Segment assets 224,072 229,328 104,500 94.7 17 328,572 324;045
____
(h) GeoeraDhic classification 'p," ""1 .~ I I K Dlicnwutkx Group operates predorninantiy within Austraiia.
NOTE 23: CONTROLLED ENTITIES (a) Controlled entities and contribution to consolidated profit
Place of Class of % Inc. Shares nwr?eC!
1998 1997
BRICKwOP.KS L.IMITF,D NSW CONTROLLED ENTITIES
OF BRICKWORKS LIMITED THE AUSTRAL m r c K
COMPANY PTY. LIMITED NSW ORD I00 100
- THE AUSTRAL TILE COMPANY PTY. LIMITED NSW OED 100 I00 (Formerly Austral Pipes Australia Pty. Limited)
- CANBERRA PIPES PTY LIMITED ACT ORD 100 100
- ROCHEDALE TRANSPORT PTY. LIMITED NSW ORD 1 0 0 100
THE WARREN BRICK CO. LIMITED NSW ORD 100 1 00
CARRINGTON BRICK CO. PTY. LIMITED NSW ORD 100 100
NOTE 24: SUPERANNUATION COMMITMENTS
Contribution to Investment Consolidated Operating
A , rAEt "L UVUl Profit After Iiicame Tax
1998 1997 1998 1997 $000 $000 S000 $000
i i,iO4 i i,963
152,602 152.602 7,983 2,749
(643) (460)
62 1 62 1 51 235
3.100 3,100 278 258 1 8,772 14,767 _ _ _ _ _
-~ -__
Superannuation plans have been established for the provision of benefits to employees of entities in the Brickworks Group on retirement, death or disabi!ity. All benefits provided under the pians are based on contributions for each employee. Employees contribute various percentages of their gross income and the Brickworks Group contributes at various percentages of the employees contributions. There is a legally enforceable obligation on the Brickworks Group to contribute to a superannuation plan. All the plans provide benefits on a cash accumulation basis and as such are Defined Contribution Plans (accumulation plans). As all benefits are determined by accumulated contributions and earnings derived from those contributions the funds will be adequate to satisfy all benefits payable in the event of termination of the plans and voluntary termination of employment of each employee. The Brickworks Group does not have any Defined Benefits Plans. NOTE 25: FINANCIAL INSTRUMENTS Cash., sh.ort t e r n mnoey market ir,strl~mer.ts, :ecei.:at;!es and trade creditors are ii2i'ludd i n iitc hanc ia i srareinenrs a1 <he carrying value which approximates their net fair values because of their short maturity. Current investments represents the share trading portfolio, which i s carried at the lower of cost or net realisable value. Non current invest!nen!s a x he!d 2t ccst 2s these are no: expcc:cc! to be traded in the foreseable future. The market value of non current investments is disclosed at note 1 1. Interest rates on money market instruments (deposits) vary with current short term bank bill rate movcments. At balance date, interest rates OR these financia! assets rangcd 4.85':: io 5 . 6 5 % ~ Tile gruup maintains a set oiT faciiity with its bankers. whlch does not include an overdraft. The set off interest rate at balance date is 2.5% There are no other financial assets or financial liabilities with cxpGsgie io iiiieresi 1 isk. The maximum exposure to credit risk at balance da!e to recognised finz~ci.! assets is the carving aiiiouiii Ret of pmvisions fur doubtful debts, as disclosed in the balance sheet and notes to the financial statements. The Brickworks Group does not have any material credit risk exposure to any single debtor. The Brickworks Group mhimises concentrations of credit risk by undertaking transactions with a large number of customers.
20
NOTE 26: STATEMENT OF CASH FLOWS Cash flows from operating activities
Cash receipts in the course of operations Cash payments in the course of operations lnterest received Dividends received Income tax paid Net cash provided by operating activities
Cash flows from investing activities Proceeds from the sale of investments Purchases of investments Redemption of mortgage Proceeds from sale of property, plant & equipment Purchases of property, plant & equipment Net cash used in investing activities
Cash flows from financing activities Loan to controlled entity Dividends paid Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents Cash & cash equivalents at beginning of year Cash & cash equivalents at end of year
Notes to the Statement of Cash Flows (a) Reconciliation of cash
For the purposes of this statement of cash flows, cash includes: ( i ) cash on hand and in at call deposits with banks or
financial institutions, net of bank overdrafts; and
( i i ) investments in money market instruments with less than 30 days to maturity.
Cash at the end of the year is shown in the balance sheet as: Cash on hand At call deposits with financial institutions Money market instruments with less than 30 days to maturity
(b) Reconciliation of cash flow from operations with operating profit after income tax Operating profit and abnormal items after income tax Non-cash flows in operating profit
Depreciation Charges to provisions (Profits)/losses on sale of property, plant and equipment (Profits)/losses on sale of investments Increase/(decrease) in taxes payable Increase/(decrease) in deferred taxes payable
Changes in assets and liabilities, (1ncrease)idecrease in trade & sundry debtors (Increase)/decrease in prepayments (1ncreasc)idecrease in share trading portfolio (1ncrease)idecrease in inventories Increase/(decrease) in creditors and accruals
Cash flows from operations
CONSOLIDATED
1998 $000
106,337 (82,190)
2,235 10,339 ( 1.784)
1997 S000
92,661 (79,964)
2,292 9,663
( 1,523) 34,937 23,129
1,337 (13,817)
800 356
(4,113) ( 15,437)
( 19,759) (13,172) ( 19,759)
(259) 4 1,086
( 13.172)
9,009 32,077
40,827 4 1,086
3,4 1 1 2,507
34,909 40,827
18,772
8,803 874 (15)
(313) 2,727
252
( 1,598) (36) 188
3,739 1 ,544
34,937
1,568 3,118
36,400 4 1,086
14,767
9,147 293 359
(2,236) 503 525
( 1,806) (43)
(160) 1,72 l
59 23,129
PARENT ENTITY
1998 1997 $000 $000
1,337 7,964 (13,817) (6,293)
800
( 1 1,680) 1,67 1
18,733 9,779 (19,759) (13,172)
(1,026) (3,393)
(2,1 17) 8,602 39,603 31,001 37,486 39,603
-
70 2,507
34,909 37,486
85 3,118
36,400 39,603
10,589 10,324
21
_ _ _ ~
NOTE 27: MATERIAL INTEREST IN CORPORATIONS NOT BEING CONTROLLED ENTITIES - ASSOCIATED COMPANIES
CONSOLIDATED AND SHARE OF
ASSOCIATED COMPANIES
SHARE OF ASSOCIATED COMPANIES CONSOLIDATED
1998 sooo
16,372 4.758
1997 SO00
10.869 2.749
1998 sooo
27.469 8.729
I997 $000
26,567 7.065
I998 $000
43.84 I 13.487
I997 $000
37.436 9 3 14
27.622
64,729 27,622
(14,177) ( 13: 172)
3,837 68,839
2,634 68,839
390,057 461,530
28;260 28,529
139,845
I ) Profit and loss statement information Operating profit and abnorm, '1 I items '
before income tax after eliminating associated company dividends
Income tax expense Operating profit after income tax 11,614
40,s I O 11,614
(26,345)
7.158 32,737
2,634 32.737
250,2 12 285,583
28,260
8.120
40,199 8, 120
( 1,484) (13,172)
6,647 40.3 10
2,634 40,3 10
250,2 12 293,156
28.260
18.740
28,529 18,740
(9,079)
(3,834)
19,502
24,530 19.502
( 12,693)
(2.8 10) 28.529
28,529 139,845 168.374
30,354
68,839 30,354
(9,079) (26.345)
3.324
Profit retained at beginning of period Net profit and extraordinary items Other adjustments Transfer to reserves Dividend paid and proposed Adjustments for dividends received
from associated companies 34.356 67.093
2,634 67,093
408.670
(b) Balance sheet information Issued capita! Retained earnings Other reserves
34,356 158.458 192,814
34,356 158,458 1923 14
478.397
28,260 34,356
158,458 22 1,074
36;O 1 6 264.296
Investment in associated companies ~ at cost
Retained earnings Post acquisition reserve Aggregate carrying amount Other investments Other assets
The Brickworks Group's share of the unappropriated profits of associated companies is not available for distribution to shareholders of the company except to the extent that those profits are later received as dividends from the associated companies.
(c) Associated companies accounted for under the equity method
CONTRIBUTION OF ASSOCIATED
COMPANIES TO OPEKA'I'ING PROFIT
AND ABNORMAL ITEMS AFTER INCOME TAX
cI;Kouy
Investment c;OO!)
Washington H. Soul Pattinson and
Pharmaceutical, Coal and Investment 3 1 st July, 1997 28.260 The equity accounts are based on the published accounts of the associated conmanies as 5
I ' CO!r!F"Ey Ll!Tl!kd:
Equity 1998 1997 '%, SO(!!) scloo
42.85 18.740 I Y,502 ;rated above. The Brickworks Ciro~.rp i s not
aware of any sigfiificant events or transactiom which have occurred after the year end 0:' the associated company which couid mateiidly affcct the financia: position or operating performance of that company.
22
NUMBER OF SHARES HELD
(d) Reciprocal shareholding Shareholdings by associated company in Brickworks Limited: Washington H. Soul Pattinson 2% Company Limited
Dividends declared by Brickworks Limited during the year Deduct: Brickworks share of dividend attributable to associated company
(e) Dividend revenue from associated company brought to account during the financial year
1998
6,564,s 14
1998 $000
26,345
5,626 20,7 19
7,l S8
NOTE 28: DIRECTORS SHAREHOLDING AND BENEFICIAL IIVTEREST AT 28TH SEPTEMBER, 1998
NOTE 29: STATEMENT OF SHAREHOLDERS AT 4TH SEPTEMBER, 1998 20 Cent Fully Paid
Ordinary Shares
Number of holders
Voting entitlement is one vote per fully paid ordinary share
?'in of total holdings by or on behalf of twenty largest shareholders
Distribution of Shareholdings 1 - 1,000
1,001 - 5,000
10,001 - 100,000 100,001 and over
5,001 - 10,000
974
82.79%
646 220 40 S4 14
Holdings of less than a marketable parcel of 20 shares
974 -
l 1
The names of the substantial shareholders as disclosed in substantial shareholder notices received by the company Number of
Shareholder Shares 1. Washington H. Soul Pattinson & Co. Ltd. 6,564,5 14 2. Perpetual Trustees Australia Limited 1,191,877 3. Deutsche Australia Limited 919,570 4. Permanent Trustee Company Limited 722,023 5. Bankers Trust Australia Limited 666,707
20 LARGEST SHAREHOLDERS AS DISCLOSED ON THE SHARE REGISTER AS AT 4th SEPTEMBER, 1998
1. 2. 3 4 5 6 7. 8 9.
IO. 11. 12. 13. 14. 15. 16. 17. 1 8. 19. 20.
Washington H. Soul Pattinson & Co. Limited SAS Trustee Corporation National Mutual Trustees Ltd. BT Custodial Services Pty. Ltd. Mercantile Mutual Life Insurance Company Limited Queensland Investment Corporation Permanent Trustee Company Limited (BTF0014 d c ) Orica Securities Proprietary Limited J.S. Millner Holdings Pty. Limited G I 0 Personal Investment Services Limited Reinsurers Investnients Pty. Limited Mr. Kenneth Stanley Baker & Mrs. Mona Isobel Baker Permanent Trustee Australia Limited (PER0002 d c ) Westpac Custodian Nominees Limited Chase Manhattan Nominees Limited Australian Foundation Investment Company Limited Permanent Trustee Australia Limited (PAC0001 d c ) FA1 General Insurance Company Limited National Nominees Limited Permanent Trustee Australia (FIR0027 d c ) Total Shares
(a) The financial statements, as set out on pages 9 to 24 are drawn up in accordance with Division 4, 4A and 4B of Part 3.6 of the Corporations Law and so as to give a true and fair view of:
(i) the state of affairs at 30th June, 1998 and the profit and cash flows for the financial year ended on that date of the company and of the Brickworks Group; and
( i i ) the other matters dealt with by these divisions;
(b) At the date of this statement, there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due.
Signed in accordance with a resolution of the directors at Horsley Park.
Dated this 28th day of September, 1998.
R.D. MILLNER, Director G.G. TRAVIS, Director
25
INDEPENDENT AUDIT REPORT TO THE MEMBERS OF BRICKWORKS LIMITED
Scope
We have a d i t e b the financial statements of Brickworks Limited for :he year ended 33 June, l998 as set oilt on pages 9 to 25. The financial statements include the consolidated accounts of the Brickworks Group comprising the company and the entities it controlled at the year's end or from time to time during the financial year. The company's directors are responsible for the financial statements. We have conducted an independent audit of these financial statements in order to express an opinion on them to the members of the company.
Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial statements are free of material misstatement. Our procedures included examination, on a test basis. of evidence supporting the amounts and other disclosures in the financial statements, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an epicion whether, in al! mzterial respects, the ficancial statements are presented fairly in accordance with Accounting Standards and other mandatory professional reporting requirements and statutory requirements so as to present a view which is consistent with our understanding of the company's and of the Brirkw~rks Crmup's financial position, the results of their operations and their cash flows.
The audit opinion expressed in this report has been formed on the above basis.
Audit Opinion
In our opinion, the financial statements of Brickworks Limited are properly drawn up:
(2) SO as to give a true 2nd fzir view of:
(i) the state of affairs as at 30 June, 1998 and of the profit and cash flows for the financial year ended on that date of Brickworks Limited and of the Brickworks Group; and
(ii) the other matters required by Division 4, 4A and 4B of Part 3.6 of the Corporations Law to be dealt with in the financial statements;
jbj in accordance with the provisions of the Corporations Law; and
(c) in accordance with applicable Accounting Standards and other mandatory professional reporting requirements.
TRAVIS & TRAVIS
Chartered Accountants
A. J. FAIRALL Partner
28th September, 1998 90 Longueville Road
Lane Cove NSW 2066
BRICKWORKS LIMITED A.C.N. 000 028 526
90 LONGUEVILLE ROAD LANE COVE N.S.W. 2066
FACSIMILE (02) 9427 S127
P R O X Y
.................................................................................................................................................................................................................... I,
.................................................................................................................................................................................................................. of, being a member of BRICKWORKS LIMITED and entitled to vote hereby appoint
or failing him the Chairman of the meeting as my proxy to vote for me and on my behalf at the Annual General Meeting of BRICKWORKS LIMITED to be held on 6th November, 1998 and at any adjournment thereof.
If two proxies are being appointed, the proportion of member's rights this proxy is appointed to represent is
Dated this .................................................... day of .......................................................... 1998
The proxy need not be a member of the company. Where proxies are appointed by a member's attorney, the Power of Attorney, together with evidence of non-revocation must be lodged with this proxy form. Proxies for a corporation must be appointed under the seal of the Corporation or under the hand of a duly authorised person or persons. Proxies must be received at the office of the company, not less than 48 hours prior to the time appointed for holding the meeting. Any shareholder entitled to attend and vote is entitled to appoint not more than two proxies to stand and vote in his stead. Where more than one proxy is appointed each must be appointed to represent a specified proportion of the shareholder's voting rights. A proxy holder need not be a shareholder of the company. Should the member wish to direct how the votes are to be cast, insert "FOR" or "AGAINST" in the space appearing against each resolution hereunder:-
( 1 ) Adoption of reports and accounts ..............................................
(2) Declaration of dividend ..............................................
(3) To elect as director:
Mr. M.J. Millner
(4) To re-elect as directors:
( i ) Mr. G.G. Travis ..............................................
( i i ) Mr. A.W. Burgis by special resolution
BRICKWORKS LIMITED AND CONTROLLED ENTITIES A.C.N. OOO 028 526
FIVE YEAR SUMMARY
Consolidated net profit before tax Taxation
Net Profit as a YO of:- Shareholders' funds Ordinary Capital
