Académique Documents
Professionnel Documents
Culture Documents
for a brighter
child care experience
1
Overview
2
Chairman’s Report
4
Managing Director-Corporate Report
6
Managing Director-Operations Report
8
Board and Management
c 10
Organisational Structure
o 11
Key Personnel
12
n Corporate Governance Statement
13
t 19
Directors’ Report
e 20
Directors’ Declaration
21
n Statement Of Financial Position
22
t Statement Of Financial Performance
23
Statement Of Cash Flows
s 24
Notes To Financial Statements
46
Additional Information
48
Corporate Directory
Prospectus
Actual Forecast Change
Highlights
21 March 2001 – A.B.C. lists on the Australian Stock Exchange
March 2001 – A.B.C. acquires the 9 new centres listed in the prospectus
February 2001 – A.B.C. opens a new purpose built centre at North Lakes, north of Brisbane
April 2001 – A.B.C. acquires a new centre at Redbank Plains, west of Brisbane
May 2001 – A.B.C. acquires a new centre (with extra land for a further centre) at Forest Lake, west of Brisbane
May 2001 – A.B.C. acquires vacant land at Pacific Pines Estate, Gold Coast for the development of a new centre
(commenced building in July 2001)
Childcare fee revenue has grown from $16.8 million in the 2000 year to $22.2 million in the 2001 year
Net profit after tax has grown substantially over the 2000 year
Our Mission
1
CHAIRMANS REPORT
SALLYANNE ATKINSON AO
Chairman
This is my first report as Chairman of ABC Learning ABC is a strong and profitable business. The results
Centres Ltd and our first report since the company which follow illustrate good profitability and an
listed in March. It tells of an exciting and successful eagerness to continue to take advantage of new and
stage in the life of the company...and shows the way existing developments as they occur. We have
to an even more successful and exciting future. carefully selected a number of future acquisitions
where the sites meet our strict criteria for site selection.
As a result of this, and of our continued commitment to
Your Board has been a deliberately small one, focussed good common-sense management and dedicated care
and flexible, and has worked hard during the year to of children, I envisage a strong performance by the
float the company on the Australian Stock Exchange. company in the year ahead.
Directors were chosen for their particular skills and I
would like to thank them each for their contribution
and support.
2
3
MANAGING DIRECTOR’S REPORT
EDDY GROVES
Managing Director
Corporate
I am proud to present the first Managing Director’s (Corporate) Report since the successful listing of A.B.C.
Learning Centres Limited on 21 March, 2001,. The year has been exciting and rewarding for all involved. I am very
pleased to be able to announce that our inaugural results have lived up to every expectation.
Considerable opportunities have evolved, not previously available to the company. These include flexible, lower
cost banking facilities, stronger ties to Australia’s Corporate communities and greater expansion opportunities.
This has enabled the company to plan for growth, which was not evident at the time of planning for the float.
A.B.C. Learning Centres Limited ("A.B.C.") has developed a reputation over a number of years for providing a
high quality child care facility in the marketplace. In more recent times, through the expansion following the
float, A.B.C. has been able to lift its position in the market place so as to be known as the "premier" provider of
childcare in Australia.
The performance of A.B.C. over the last year can be measured against historic results and the prospectus forecast
as follows:
Prospectus
Forecast Actual
RMC’s 1998 1999 2000 2001 2001
Number of centres operated 22 28 31 40 43
$000 $000 $000 $000 $000
Child care fees 10,570 14,320 16,857 21,524 22,209
Labour and related costs (5,225) (8,542) (10,674) (11,449) (10,612)
Licence fees paid to the economic entity 5,345 5,778 6,183 10,075 11,597
Percentage of revenue earned as licence
fee by the economic entity 50.6% 40.4% 36.7% 46.8% 52.2%
Economic Entity
Total revenues from ordinary activities 5,690 6,074 6,539 11,661 12,950
Net profit after tax (NPAT) 257 746 336 2,810 3,252
Basic Earnings per share (cents per share) 24.8 ¢ 29.9 ¢
(Refer to Prospectus and this Annual Report)
Part of the reason for the increased performance over the prospectus forecast can be attributed to the 9 new
centres, acquired just prior to the float, performing better than expected. This can be directly attributed to the
professionalism and dedication of our centre staff and support personnel who have helped shape A.B.C. into the
leading organisation it has become.
4
Other Contributing Factors To The Result Are:
• Our new centre at North Lakes (just north of Brisbane) has enrolled children at a faster rate than
originally envisaged.
• Two new centres were purchased west of Brisbane, at Redbank Plains and Forest Lake, in the period between the
float and the end of June 2001.
• Our existing centres performed slightly better than expected.
• Our labour costs have become more controlled.
Since 30 June 2001, we have acquired 6 new centres (4 in Queensland and 2 in Western Australia). We are
currently constructing 2 new centres (one on the Gold Coast and another at Forest Lake adjacent to the recently
acquired centre).
Eleven of our centres were not operated by A.B.C. for the whole of the 2001 year (on average 3 months or less) and
six centres for no part of the year. We anticipate that these 17 centres will make a significant contribution to the
2002 results.
Part of our plan for the future is to expand our business in Queensland so as to have a centre every 3 to 5
kilometres in the greater Brisbane area. We will continue to build new centres in population growth areas. We will
continue to expand our operation in Victoria by way of centre acquisitions and in Perth through acquisition and
construction of new centres.
At the present time, we are looking for opportunities in South Australia. Our objective is to have the A.B.C. brand
represented in four of the Australian states by the year 2002.
A.B.C. is currently developing a model to enable it to offer corporate childcare services to industry. As part of
this process, A.B.C. is investigating the relocation of its head quarters to a yet to be developed site to enable it to
offer corporate facilities for child care within a state of the art training complex.
The company finds itself in an excellent position with a strong balance sheet to continue to expand and take
advantage of future opportunities as they arise.
Eddy Groves
Managing Director - Corporate
5
MANAGING DIRECTOR’S REPORT
LE NEVE GROVES
Managing Director
Operations
At A.B.C. we are passionate about the quality environments we develop for all the children in our care. We
recognise that the choices parents make when deciding upon an early childhood service for their children is indeed
a complex one and a decision which is never made lightly.
At A.B.C. our primary focus is, and always has been, to encourage within our services, environments which provide
the continuous pursuit of excellence in care and education for all children.
Whilst high quality affordable early childhood services is our company focus, at a centre level our ultimate goal
is to ensure the healthy development of each child by recognising the importance of their social, emotional,
physical and cognitive milestones. At A.B.C. we take great pride in valuing the uniqueness and potential of each
individual child and strive to enhance each child’s specific needs in a supportive nurturing environment. Our
programs reflect this belief and we are proud of our programs which uphold these values.
At A.B.C. our children are our priority where we acknowledge and value this country’s most precious resource
– our children.
To ensure a continuous high level of quality care and education we have created our own "in-house" quality
assurance program. This is over and above the existing Quality Improvement and Accreditation System under
which all of our centres are accredited by the Commonwealth Government.
Our program has been designed by our Senior Management team and specifically identifies the following five
major areas, which we believe encourages our early childhood personnel to focus their attention and energies into
areas which fundamentally promote and extend our company’s future growth and success:
6
A.B.C. Early Childhood Training College
With the inclusion of nine new services into the A.B.C. group at the time of listing and a further two centres prior
to the 30 June 2001, the A.B.C. Early Childhood Training College has focussed its attention on this critical stage of
the company’s development to ensure that the ‘upskilling’ and professional development of A.B.C. staff continues.
This has been an essential part of our growth.
Whilst the A.B.C. Early Childhood Training College continues to train both International and local students, it’s
priority has been focussed in three major areas, namely:
• Upskilling of existing staff within services to the next level of their career development.
• Working with the early childhood personnel in the existing centres joining the A.B.C. group to support their
endeavour to meet A.B.C.’s expectations and encouraging the career development of new personnel within
the company.
• Training potential A.B.C. personnel to enable our company to continue to grow, whilst recognising that this
growth and success is contingent upon the strength of our early childhood personnel.
Our Future
At A.B.C. we are all extremely positive in recognising the endless possibilities for this company and are eager to
embark upon our future acquisitions. Taking on new centres has always been a very exciting and rewarding
challenge for all our personnel.
This challenge has now been heightened even further since we commenced operating as a "public company". The
high morale and motivational levels of our early childhood personnel since becoming a publicly listed company
allows us to build upon our strengths and face new challenges with excitement and enthusiasm for ourselves
and for the children we so proudly care for.
Le Neve Groves
Managing Director - Operations
7
BOARD AND MANAGEMENT
8
WILLIAM BESSEMER LE NEVE GROVES
NON-EXECUTIVE DIRECTOR JOINT MANAGING DIRECTOR
9
ORGANISATIONAL STRUCTURE
Board of ABC
Senior Advisory
Officers
Code:
This chart represents the structure of A.B.C. and not necessarily the
number of centres operated
10
Key Personnel
10
11
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Corporate Governance Statement
Corporate Governance
One half of the Board are non-executive directors (Mrs Sallyanne Atkinson (Chairman) and Mr William E
Bessemer) and the other Board members (Mr Edmund S Groves and Mrs Le Neve A Groves) are executive
directors. All Board members are members of each committee. The committees of the Board are:
Its responsibilities are to establish criteria for Board membership and to select appropriate members of the
Board (subject to shareholder approval).
The company policies regarding the terms and conditions for remuneration relating to the appointment and
retirement of Board members are approved by the Nomination and Remuneration Committee following
professional advice.
The Committee reviews and approves remuneration and terms and conditions for senior executives following
professional advice.
Non-executive members have the right to seek independent professional advice in the furtherance of their
duties as Directors at the company’s expense. The Chairman’s prior approval of such expenditure is
required.
Facilitates the identification of significant areas of business risk, implements procedures to manage such
risks and develops policies regarding the establishment and maintenance of appropriate ethical standards.
Its specific role is to:
•
Ensure compliance in legal, statutory and ethical matters
•
Monitor the business environment
• Identify business risk areas
• Identify business opportunities
• Monitor systems established to ensure prompt and appropriate responses to shareholder complaints
and enquiries
•
Oversee the existence and maintenance of internal controls and accounting systems
•
Oversee the financial reporting process
•
Nominate external auditors
• Review the existing external audit arrangements
10
12
Directors’ Report
Your directors present their report on the company and its controlled entities for the financial year ended 30
June 2001.
Directors
The names of the directors in office at any time during or since the end of the year are:
Directors have been in office since the start of the financial year until the date of this report unless otherwise
stated.
Principal Activities
The principal activities of the economic entity during the financial year were the provision of childcare
services and education.
No significant change in the nature of these activities occurred during the year.
Operating Results
The consolidated profit of the economic entity after providing for income tax amounted to $ 3,252,000 (2000:
$35,000).
Review of Operations
Following the dramatic growth in recent years the past year has been one of consolidation and growth. The
operations of the group have now matured with over 3,500 children enrolled in 43 centres throughout
Queensland and Victoria. The period of consolidation has provided a platform for the group to strengthen its
position as the leading childcare operator in Australia.
The consolidation and growth has been of such nature as to position the group to translate the efforts of this
and previous years into strong profit growth in future years.
The group is currently developing corporate childcare in response to the needs of business. This will grow to
become a significant part of future business.
January 2000 saw the implementation of the new national training framework package within the training
college. College staff have rewritten all training packages to deliver all new national training competencies to
both local and international students.
(a) Ordinary dividend paid on 16 November 2000, as recommended in last year’s report $ 720,000
(b) Special ordinary dividend of $0.12 per share paid on 18 December 2000 $1,461,000
(c) Interim ordinary dividend of $0.02 per share paid on 30 April 2001 $ 253,000
(d) Final ordinary dividend of $0.12 per share declared by the directors $1,622,839
10
13
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Directors’ Report (Continued)
The following significant changes in the state of affairs of the parent entity occurred during the year:
(i) On 18 December 2000 the holding company converted 3,173,655 convertible notes to ordinary
shares at $1.30 per share.
(ii) On 18 December 2000 the holding company redeemed 1,017,885 convertible notes at $2.00
and 40,000 notes at $1.30 for a total premium of $713,000.
(iii) On 16 March 2001 the holding company issued 350,000 ordinary at $2.00 each to vendors of
properties acquired by the economic entity.
(iv) Sale of the company’s interests in its freehold land and buildings to the Australian Social
Infrastructure Fund (“ASIF”) for consideration of $14,152,000.
(v) The repayment of bank borrowings of $11,980,000.
(vi) The repayment of the balance due to the convertible note holders of $2,088,000 on the
redemption of 1,057,885 notes.
(vii) The receipt of $1,549,000 from directors and/or director related entities by way of repayment of
loans made by the company.
(viii) The drawing of new bank borrowings of $8,563,000.
(ix) The payment of the costs of issue of the ordinary shares referred to in (i) and (iii) above
amounting to $1,353,000.
(x) The subscription to units in ASIF for $1,407,000 as a result of sub-underwriting commitments.
(i) Sale of interests in freehold land and buildings to ASIF for consideration of $2,080,000.
(ii) The purchase of child care businesses for $6,679,000.
(iii) The purchase of land and buildings for $1,000,000.
(xi) The receipt of $1,119,000 from directors and/or director related entities by way of repayment of
loans.
(xii) The repayment of bank borrowings of $4,542,000.
In July and August 2001, the economic entity has acquired 3 childcare centres in Queensland and 2 centres
in Western Australia. In addition, it has commenced constructing a further 2 centres in Queensland.
The parent entity placed 850,000 ordinary shares at $3.70 on 14 August 2001 to provide working capital and
for debt reduction.
No other matter or circumstance has arisen since 30 June 2001 that has significantly affected, or may
significantly affect:
(a) the consolidated entity’s operations in future financial years; or
(b) the results of those operations in future financial years; or
(c) the consolidated entity’s state of affairs in future financial years.
Future Developments
The likely developments in the operations of the economic entity and the expected results of those
operations in future financial years are as follows:
(i) The proposed acquisition of a number of childcare centres in Queensland, Victoria and South
Australia.
The Board expects that the above developments will provide a wider market penetration and enable the
group’s activities to be expanded by up to 30%. This will in turn lead to substantially increased profitability.
10
14
Directors’ Report (Continued)
Information On Directors
Interest in shares and options 3,227,190 ordinary shares and options to acquire 200,000 ordinary
shares.
Special Responsibilities Primary responsibility for all financial matters and liaising with
Government and regulatory bodies. Member of all committees of the
company.
Interest in shares and options 3,259,190 ordinary shares and options to acquire 200,000 ordinary
shares.
Special Responsibilities Develops and oversees all early childhood philosophies, policies and
practices of the ABC Group. Designs and implements high quality
educational programs for the child care industry. Member of all
committees of the company.
15
10
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Directors’ Report (Continued)
Experience Currently chairman of Austock Brokers Pty Ltd and Australian Pooled
Development Financing Limited. A director of Ceramic Funds
Management Limited and the Sudden Infant Death Research Foundation
Inc. Extensive experience covering debt and equity raisings, financial
structuring, mergers acquisitions and business recoveries.
The company’s policy for determining the nature and amount of emoluments of Board members and senior
executives of the company is as follows:
The remuneration structure for executive officers, including executive directors is based upon a salary
structure. The salaries are competitive within the child care industry. Incentive payments are included and
are designed to ensure the goals of the company are met and to provide a common interest between
management and shareholders.
The emoluments of each director and each of the five executive officers receiving the highest emoluments
are as follows:
Directors:
$ $ $ $ $ $
S Atkinson - 33,368 - 107,620 - 140,988
E S Groves - - - 215,240 - 215,240
L A Groves - - - 215,240 - 215,240
W E Bessemer - - - 161,430 4,170 165,600
A A Martin - - - - - -
Economic Entity
(a) The directors have attributed the above value to the number of options referred to below for each
director based on the Black-Scholes pricing method for options.
16
Directors’ Report (Continued)
Executive Officers:
Meetings of Directors
During the financial year 11 meetings of directors (including committees) were held. Attendances were: -
Committee Meetings
Directors’
Meetings Audit Nomination and Operations
Committee Remuneration Committee
Committee
Number Number Number Number
eligible Number eligible Number eligible Number eligible Number
to attended to attended to attended to attended
attend Attend Attend Attend
Sallyanne Atkinson 7 6 2 1 - - 1 1
Edmund S Groves 8 8 2 2 - - 1 1
Le Neve A Groves 8 8 2 2 - - 1 1
William E Bessemer 8 6 2 2 - - 1 1
Anthony A Martin 1 1 - - - - - -
During or since the end of the financial year the company has entered into agreements to indemnify and has
paid or agreed to pay insurance premiums as follows:
The company has entered into agreements to indemnify officers of the company against any damages in
relation to any act or omission of the officer in fulfilling his/her duties as an officeholder. The agreements
provide for the company to pay all damages and costs which may be awarded against the officer. The
indemnity does not apply to the extent that any damages result from any wilful neglect, wilful default or
dishonesty by the officer or to any claim by the company against the officer.
The company has paid premiums to insure each of the following directors against liabilities for costs and
expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the
capacity of director of the company, other than conduct involving a wilful breach of duty in relation to the
company. The policy prohibits the disclosure of the premium paid.
17
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Directors’ Report (Continued)
Options
Options that were granted over unissued shares during or since the financial year by the company to
directors are as follows:
Options granted under the A.B.C. Learning Centres Limited Executive Option Plan are:
(a) in the period between the first anniversary of the quotation date (21 March 2001) and the end
date of the option (15 November 2004) up to 34% of options are exercisable;
(b) in the period between the second anniversary of the quotation date and the end date, up to 67%
of the options are exercisable;
(c) in the period between the third anniversary of the quotation date and the end date, 100% of the
options are exercisable,
subject always to the shares reaching the relevant hurdle share prices.
No person entitled to exercise an option had or has any right by virtue of the option to participate in any
share issue of any other body corporate.
No shares have been issued by virtue of the exercise of an option during the year or to the date of this report
and there are 650,000 unissued ordinary shares for which options are outstanding at the date of this report.
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any
proceedings to which the company is a party for the purpose of taking responsibility on behalf of the
company for all or any part of those proceedings.
Rounding of Amounts
The company is an entity to which ASIC Class Order 98/100 applies. Accordingly, amounts in the financial
statements and directors’ report have been rounded to the nearest thousand dollars.
1018
Independent Audit Report To The Members Of A.B.C Learning Centres Limited
Scope
We have audited the financial report of A.B.C. Learning Centres Limited (“the Company”) for the year ended
30 June 2001 as set out on pages 20 to 45.
The financial report includes the financial statements of the Company and the consolidated financial
statements of the consolidated entity 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
report. We have conducted an independent audit of the financial report in order to express an opinion on it
to the members of the Company.
Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable
assurance as to whether the financial report is free of material misstatement. Our procedures included
examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial
report, and the evaluation of accounting policies and significant accounting estimates. These procedures
have been undertaken to form an opinion whether, in all material respects, the financial report is presented
fairly in accordance with Accounting Standards, other mandatory professional reporting requirements and the
Corporations Act 2001 so as to present a view which is consistent with our understanding of the Company’s
and consolidated entity’s financial position, and performance as represented by 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 report of A.B.C. Learning Centres Limited is in accordance with:
(i) Giving a true and fair view of the Company’s and consolidated entity’s financial position as at
30 June 2001 and of their performance for the year ended on that date; and
(ii) Complying with Accounting Standards and the Corporations Regulations; and
Russell Brown
Partner
19
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Directors’ Declaration
(a) comply with Accounting Standards, the Corporations Act 2001 and Regulations and other mandatory
professional reporting requirements; and
(b) give a true and fair view of the financial position as at 30 June 2001 and of the performance, as
represented by the results of their operations and their cash flows for the year ended on that date, of
the company and economic entity;
2. 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.
1020
Statement Of Financial Position At 30 June 2001
Current Assets
Cash assets 9 2,740 806 1,885 -
Receivables 10 401 726 53 159
Other financial assets 11 1,407 4,714 3,135 5,894
Other 12 1,218 167 7 167
Total Current Assets 5,766 6,413 5,080 6,220
Non-Current Assets
Receivables 10 104 103 - -
Other financial assets 11 - - 17,694 5,431
Property, plant and equipment 14 2,398 15,785 883 14,665
Childcare licences 15 20,237 13,240 - -
Deferred tax assets 16 16 125 10 6
Intangible assets 17 - 121 - 68
Other 12 12 - - -
Total Non-Current Assets 22,767 29,374 18,587 20,170
Total Assets 28,533 35,787 23,667 26,390
Current Liabilities
Payables 18 2,274 1,654 1,534 331
Interest bearing liabilities 19 1,095 6,172 425 5,686
Current tax liabilities 20 1,156 460 43 114
Provisions 21 1,633 728 1,623 720
Total Current Liabilities 6,158 9,014 3,625 6,851
Non-Current Liabilities
Interest bearing liabilities 19 9,212 16,192 8,563 11,490
Provisions 21 1 1 - -
Total Non-Current Liabilities 9,213 16,193 8,563 11,490
Total Liabilities 15,371 25,207 12,188 18,341
Net Assets 13,162 10,580 11,479 8,049
Equity
Contributed equity 22 10,290 7,740 10,290 7,740
Reserves 23 521 2,605 79 280
Retained profits 24 2,351 235 1,110 29
Total Equity 25 13,162 10,580 11,479 8,049
21
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Statement Of Financial Performance For The Year Ended 30 June 2001
Cents Cents
22
Statement Of Cash Flows For the Financial Year Ended 30 June 2001
23
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
The financial report is a general purpose financial report that has been prepared in accordance with
Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the
Australian Accounting Standards Board and the Corporations Act 2001.
The financial report covers the economic entity of A.B.C. Learning Centres Limited and controlled entities
and A.B.C. Learning Centres Limited as an individual parent entity. A.B.C. Learning Centres Limited is a
listed public company, incorporated and domiciled in Australia.
The financial report has been prepared on an accruals basis and is based on historical costs and does 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 following is a summary of the material accounting policies adopted by the economic entity in the
preparation of the financial report. The accounting policies have been consistently applied, unless otherwise
stated.
A controlled entity is any entity controlled by A.B.C. Learning Centres Limited. Control exists where A.B.C.
Learning Centres 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 A.B.C. Learning Centres Limited to
achieve the objectives of A.B.C. Learning Centres Limited. A list of controlled entities is contained in Note 13
to the financial statements.
All inter-company balances and transactions between entities in the economic entity, including any
unrealised profit or losses, have been eliminated on consolidation.
Where controlled entities have entered or left the economic entity during the year, their operating results
have been included from the date control was obtained or until the date control ceased.
The economic entity adopts the liability method of tax-effect accounting whereby the income tax expense is
based on the profit from ordinary activities adjusted for any permanent differences.
Timing differences which arise due to the different accounting periods in which items of revenue and
expenses are included in the determination of operating profit before income tax and taxable income are
brought to account either as provision for deferred income tax or an asset described as future income tax
benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability
will become payable.
Future income tax benefits are not brought to account unless realisation of the asset is assured beyond any
reasonable 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 benefits brought to account or which may be realised in the future is based on the assumption
that no adverse change will occur in income taxation legislation, and the anticipation that the economic entity
will devise sufficient future assessable income to enable the benefit to be realised and comply with the
conditions of deductibility imposed by the law.
(c) Receivables
Receivable are carried at nominal amounts less any provision for doubtful debts. A provision for doubtful
debts is recognised when collection of the full nominal amount is no longer probable. Receivables are
normally on 7-30 day terms.
24
Notes To The Financial Statements For The Year Ended 30 June 2001
Childcare licences are brought to account at cost or at independent or directors’ valuation. The carrying
amount of childcare licences is reviewed annually by directors to ensure it is not in excess of the recoverable
amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows
that will be received from the assets employment and subsequent disposal. The expected net cash flows
have not been discounted to present values in determining recoverable amounts.
Each class of property, plant and equipment are brought to account at cost or fair value less where
applicable, any accumulated depreciation.
Property
Freehold land and buildings are measured on the fair value basis, being the amount for which an asset could
be exchanged between knowledgeable willing parties in an arm’s length transaction. It is the policy of the
economic entity to have an independent valuation every three years, with annual appraisals being made by
the directors.
The revaluation of freehold land and buildings has not taken account of the potential capital gains tax on
assets acquired after the introduction of capital gains tax.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of
the recoverable amount from those assets. The recoverable amount is assessed on the basis of the
expected net cash flows that will be received from the assets employment and subsequent disposal. The
expected net cash flows have not been discounted to present values in determining recoverable amounts.
The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding
freehold land, is depreciated on a diminishing value basis over their estimated useful lives to the economic
entity commencing from the time the asset is held ready for use.
Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the
estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:-
Buildings 2.5%
Leasehold improvements 5%
Plant and Equipment 2.5 – 40%
Leased Plant and Equipment 25%
(f) Leases
Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset,
but not the legal ownership, are transferred to the entities within the economic entity are classified as finance
leases. Finance leased are capitalised, recording an asset and a liability equal to the present value of the
minimum lease payments, including any guaranteed residual values. Leased assets are depreciated on a
straight line basis over their estimated useful lives where it is likely that the economic entity will obtain
ownership of the asset or over the term of the lease. Lease payments are allocated between the reduction of
the lease liability and the lease interest expense for the period.
25
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor,
are charged as expenses in the periods in which they are incurred.
(g) Investments
Non-current investments are measured on the cost basis. The carrying amount of non-current investments
is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these
investments. The recoverable amount is assessed from the quoted market value for listed investments or
the underlying net assets for other non-listed investments. The expected net cash flows from investments
have not been discounted to their present value in determining the recoverable amounts.
(h) Borrowings
Bank overdraft
The bank overdraft is carried at its principal amount subject to set off arrangements. Interest is charged on a
monthly basis as an expense at the banks’ benchmark rate as it accrues.
Bank and other loans are carried at their principal amount. These loans are generally borrowed for short
terms under long term facilities. The loans are allocated between current and non-current based on the
repayment period for the facilities. Interest, where applicable, is charged as an expense at short term
commercial rates as it accrues.
(i) Payables
Liabilities are recognised for amounts to be paid in future for goods and services received, whether or not
billed to the economic entity. These liabilities are normally settled on 30 day terms.
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 leave which will be settled after one
year, have been measured at their nominal amount. Other employee entitlements payable 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 economic entity to an employee superannuation fund and are charged as
expenses when incurred.
(k) Cash
cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and
investments in money market instruments with less than 14 days to maturity.
Where required by Accounting Standards comparative figures have been adjusted to conform with changes
in presentation for the current financial year.
26
Notes To The Financial Statements For The Year Ended 30 June 2001
(m) Revenue
Revenue from the rendering of a service is recognised upon delivery of the service to the customers.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to
financial assets.
Dividend revenue is recognised when the right to receive a dividend has been established.
All revenue is stated net of the amount of goods and services tax (GST).
The parent entity has applied the relief available to it under ASIC Class Order 98/100 and accordingly,
amounts in the financial report have been rounded off to the nearest $1,000.
Note 2: Revenue
Operating activities:
Services revenue 11,846 6,513 - -
Rental revenue - - 1,187 1,696
Net proceeds on sale of properties 2c 682 - 374 -
12,528 6,513 1,561 1,696
Non-operating activities:
Dividends received 2a - - 4,078 -
Interest received 2b 226 344 102 142
Other revenue 196 26 139 5
422 370 4,319 147
Total Revenue 12,950 6,883 5,880 1,843
a. Dividends revenue from:
Controlled entities - - 4,078 -
27
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
28
Notes To The Financial Statements For The Year Ended 30 June 2001
$0 - $9,999 1 4
$140,000 - $149,999 1 -
$160,000 - $169,999 1 -
$340,000 - $349,999 1 -
$420,000 - $429,999 1 -
29
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
b. Executive Remuneration
The amounts included above for executive remuneration are also included in Note 5 a. as
directors’ remuneration for the same persons who act in both capacities of executive directors
and executive officers of the economic entity.
$340,000 - $349,999 1 - - -
$420,000 - $429,999 1 - - -
30
Notes To The Financial Statements For The Year Ended 30 June 2001
2001 2000
Note 8: Earnings Per Share
b. Classification of securities
Reconciliation of Cash
31
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
Current
Current
Non-Current
Unsecured loans:
Controlled entities 32 - - 12,263 -
Shares in controlled entities - - 5,431 5,431
- - 17,694 5,431
Current
Non-Current
32
Notes To The Financial Statements For The Year Ended 30 June 2001
Country of
Incorporation Percentage Owned (%)
2001 2000
Parent Entity:
Controlled entities:
A.B.C. Early Childhood Training College Pty Ltd Australia 100 100
Buildings at:
- Independent valuation 2000 965 11,384 965 11,159
Less accumulated depreciation (82) - (82) -
Total Buildings 883 11,384 883 11,159
33
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
The revaluations of land and buildings were based on the assessment of their current market value. The
revaluations were made in accordance with a regular policy of revaluing land and buildings every three
years. No capital gains tax has been taken into account in determining the revalued amounts.
Movement in the carrying amounts for each class of property, plant and equipment between the beginning
and the end of the current financial year
Freehold Leasehold Property Plant and Leased
Land Buildings Improv- Improv- Equipment Plant and
$000 $000 ments ments $000 Equipment Total
$000 $000 $000 $000
Economic Entity:
Balance at
beginning of
year 3,583 11,384 72 257 234 255 15,785
Additions 233 1,511 140 241 667 84 2,876
Disposals (3,816) (11,729) - - - (79) (15,624)
Revaluation
decrements - (201) - - - - (201)
Depreciation
expense - (82) - (68) (156) (60) (366)
Write off - - (72) - - (72)
Carrying amount
at end of year - 883 140 430 745 200 2,398
Parent Entity:
Balance at
beginning of
year 3,506 11,159 - - - - 14,665
Additions 233 1,361 - - - - 1,594
Disposals (3,739) (11,354) - - - - (15,093)
Revaluation
decrements - (201) - - - - (201)
Depreciation
expense - (82) - - - - (82)
Carrying amount
at end of year - 883 - - - - 883
34
Notes To The Financial Statements For The Year Ended 30 June 2001
The directors’ valuation of childcare licences is after consideration of an independent valuation based on an
assessment of their future maintainable earnings. The revaluations were made in accordance with a regular
policy of revaluing childcare licences every three years. No capital gains tax has been taken into account in
determining the revalued amounts.
35
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
Current
Unsecured liabilities:
Trade creditors 195 494 30 308
Sundry creditors and accrued expenses 2,079 1,151 1,504 23
Amount payable to director related
entity - 9 - -
2,274 1,654 1,534 331
Current
Unsecured Liabilities:
Lease liability 26 75 96 - -
Convertible notes - 5,501 - 5,501
Loans 32 631 147 389 -
706 5,744 389 5,501
Secured Liabilities:
Bank overdraft 36 428 36 185
Bank loan 250 - - -
Hire purchase loans 103 - - -
389 428 36 185
1,095 6,172 425 5,686
Non-Current
Unsecured Liabilities:
Lease liability 26 125 160 - -
125 160 - -
Secured Liabilities:
Bank loans 8,563 16,032 8,563 11,490
Hire purchase loans 524 - - -
9,087 16,032 8,563 11,490
9,212 16,192 8,563 11,490
(a) Bank loans are expected to be
settled:
- within 12 months 250 16,032 - 11,490
- 12 months or more 8,563 - 8,563 -
8,813 16,032 8,563 11,490
(b) Total current and non-current secured
liabilities:
Bank overdraft - 428 36 185
Bank loans 8,813 16,032 8,563 11,490
Hire purchase loans 627 - - -
9,440 16,460 8,599 11,675
36
Notes To The Financial Statements For The Year Ended 30 June 2001
(d) The bank borrowings are secured by registered first mortgages over the parent
entity and each of its subsidiaries, an interlocking debt and interest guarantee
between the parent entity and each of its subsidiaries, a mortgage over the parent
entity’s investment in the unlisted property trust (Note 11) and a registered first
mortgage over certain freehold property of a subsidiary (Note 12).
Current
Income tax 1,155 460 43 114
Withholding tax 1 - - -
1,156 460 43 114
Current
Dividends 1,623 720 1,623 720
Employee entitlements 10 8 - -
1,633 728 1,623 720
Non-Current
Employee entitlements 1 1 - -
37
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
On 18 December 2000, the company issued 3,173,655 ordinary shares at $1.30 each to convertible note
holders who exercised their option to convert 3,173,655 convertible notes to ordinary shares.
On 19 December 2000, the company issued 150,000 ordinary shares at $0.00 each to a former director of
the parent company and controlled entities and 4 key staff members in recognition of their long period of
service with the economic entity.
On 16 March 2001, the company issued 350,000 ordinary shares at $2.00 each to vendors of childcare
businesses acquired by the economic entity.
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to
the number of shares held.
At shareholders meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
(b) Options
On 16 November 2000, 650,000 options were granted to directors under the A.B.C. Learning Centres
Limited Executive Option Plan to accept ordinary shares at an exercise price of $1.00 each. The options are
exercisable in tranches as follows:
(a) in the period between the first anniversary of the quotation date (21 March 2001) and the end
date of the option (15 November 2004) up to 34% of options are exercisable;
(b) in the period between the second anniversary of the quotation date and the end date, up to 67%
of the options are exercisable;
(c) in the period between the third anniversary of the quotation date and the end date, 100% of the
options are exercisable,
subject always to the shares reaching the relevant hurdle share price.
At 30 June 2001, there are 650,000 unissued ordinary shares for which options were outstanding.
38
Notes To The Financial Statements For The Year Ended 30 June 2001
39
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
Payable:
- not later than 1 year 89 112 - -
- later than 1 year but not later than 5
years 133 177 - -
Minimum lease payments 222 289 - -
Less future finance charges (22) (34) - -
Total Lease Liability 200 255 - -
Payable:
- not later than 1 year 4,292 1,423 - -
- later than 1 year but not later than 5 years 15,345 4,881 - -
- later than 5 years 14,121 2,082 - -
33,758 8,386 - -
The economic entity has 16 non-cancellable property leases with varying terms of
up to 15 years. All leases provide for additional option periods. Contingent rental
provisions within the lease agreements provide for increases within the rental
structure in line with the CPI and market value, subject to review with the landlord.
Equipment rental agreements provide for a maximum rental period of 5 years.
Payable
- not later than 1 year 1,982 352 - 352
- later than 1 year but not later than 5
years - - - -
- later than 5 years - - - -
1,982 352 - 352
40
Notes To The Financial Statements For The Year Ended 30 June 2001
The economic entity’s exposure to interest rate risk, which is the risk that a financial
instrument’s value will fluctuate as a result of changes in market interest rates and the
effective weighted average interest rates on classes of financial assets and financial
liabilities, is as follows:
Financial assets:
Cash 9 - - - 2,740 2,740
Receivables 10 - - - 505 505
Investments and loans 11 1,407 - - - 1,407
1,407 - - 3,245 4,652
Weighted average interest rate 10%
Financial liabilities:
Accounts payable 18 - - - 2,274 2,274
Bank overdraft 19 36 - - - 36
Loans 19 - 353 9,087 631 10,071
Lease liability 19 - 75 125 - 200
36 428 9,212 2,905 12,581
Weighted average interest rate 8.3% 7.3% 7.2%
41
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
Financial assets:
Cash 9 - - - 806 806
Receivables 10 - - - 807 807
Investments and loans 11 4,714 - - - 4,714
4,714 - - 1,613 6,327
Weighted average interest rate 6.25%
Financial Liabilities:
Accounts payable 18 - - - 1,654 1,654
Bank overdraft 19 428 - - - 428
Loans 19 147 5,501 16,032 - 21,680
Lease liability 19 - 96 160 - 255
575 5,597 16,192 1,654 24,017
Weighted average interest rate 11.33% 9.95% 7.95%
The maximum exposure to credit risk, excluding the value of any collateral security or other security, at
balance date to recognised financial assets is the carrying amount, net of any provisions for doubtful debts of
those assets, as disclosed in the statement of financial position and notes to the financial statements.
The economic entity’s financial assets and liabilities included in current assets and liabilities in the statement
of financial position are carried at values that approximate net fair value.
The operations of the childcare centres and training college benefit from the continued support by statutory
authorities of the Federal Government policies on the provision of subsidies to the childcare industry and
rebates to parents of children attending childcare centres.
After balance date the economic entity completed the following acquisitions:
1) On 6 July 2001, the freehold and childcare licence for a centre at Albany Creek in Brisbane.
2) On 13 July 2001, the childcare licence for a centre at Morningside in Brisbane.
3) On 31 July 2001, the childcare licence for two centres in Perth.
The economic entity is currently negotiating with the Australian Social Infrastructure Fund (ASIF) to sell to
ASIF the freehold properties (refer item1) above and Note 12), acquired both before and after balance date,
and to enter into a lease back arrangement for the premises in line with the other properties leased from
ASIF and disclosed in the parent company’s prospectus dated 28 December 2000.
42
Notes To The Financial Statements For The Year Ended 30 June 2001
On 8 August 2001, the parent entity announced to the Australian Stock Exchange that it had completed a
placement of 850,000 shares at $3.70 to enable the economic entity to fund future acquisitions of child care
businesses as part of the economic entity’s growth strategy.
43
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001
(g) The direct, indirect and beneficial holdings of directors and their director related
entities in the shares in the parent company at 30 June 2001 was:
Profit from ordinary activities after income tax 3,252 35 4,419 205
Non-cash flows in profit from ordinary activities
Amortisation 2 (1) 1 (2)
Depreciation 347 530 82 130
Net gain on disposal of properties (682) - (374) -
Dividends from subsidiaries - - (4,078) -
Changes in assets and liabilities, net of the effects of
purchase and disposal of subsidiaries
(Increase)/decrease in trade and term debtors 333 (327) (146) (137)
Decrease in prepayments 64 (167) 159 (167)
Increase/(decrease) in trade creditors and
accruals 542 951 1,456 81
Movement in income taxes payable 696 29 (71) 89
Movement in deferred tax benefits 108 (82) (5) -
Increase/(decrease) in provisions 2 (12) - -
Decrease in unexpired borrowing costs - 19 - 10
Cash Flows from operations 4,664 975 1,443 209
44
Notes To The Financial Statements For The Year Ended 30 June 2001
45
ADDITIONAL INFORMATION
1. Shareholding
(c) The names of the substantial shareholders listed in the holding company’s register as at 31
August 2001 are:
At shareholders meetings, each ordinary share is entitled to one vote when a poll is called, otherwise
each shareholder has one vote on a show of hands.
10
46
Additional Information (Continued)
Number of % Held of
Ordinary Issued
Fully Paid Ordinary
Name Shares held Capital
1 Le Neve Groves 3,241,690 23.97
2 Edmund Groves 3,227,190 23.86
3 National Nominees Limited (Equipsuper Account) 583,000 4.31
4 Lion Capital Pty Ltd 565,000 4.18
5 National Nominees Limited 380,000 2.81
6 Perpetual Trustees Victoria Limited (Growth Account) 359,000 2.65
7 Michey Pty Ltd 300,000 2.22
8 Permanent Trustee Australia Ltd (SAI High Yield Fund) 239,866 1.77
9 Permanent Trustee Australia Limited (PAR0002 A/c) 226,722 1.68
10 Mutual Trust Pty Ltd 220,774 1.63
11 MF Custodians Limited 163,740 1.21
12 Equity Trustees Limited (Australian New Horizons A/c) 150,000 1.11
13 Westpac Custodian Nominees Limited 150,000 1.11
14 Ruminator Pty Ltd 145,900 1.08
15 Mitchelstown Holdings Ltd 133,000 .98
16 Invia Custodian Pty Ltd (WAM Equity Fund A/c) 126,500 .94
17 Commonwealth Custodial Services Limited (No 100 A/c) 125,000 .92
18 MF Custodians Limited (OPIS Capital-Premium Fnd A/c) 125,000 .92
19 Contemplator Pty Ltd (ARG Pension Fund A/c) 110,000 .81
20 Rana Alexandra Blewitt 109,250 .81
10,681,632 78.98
3. The address of the registered office in Australia is Level 2, 99 Creek Street, Brisbane, Queensland
4000, Telephone (07) 3220 3232.
Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of
the Australian Stock Exchange Limited.
47
CORPORATE DIRECTORY
48
C
ABN 23 079 736 664