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A.B.C.

Learning Centres Limited


ANNUAL REPORT 2001

ABN 23 079 736 664

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

Independent Audit 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

ABN 23 079 736 664


2001 OVERVIEW O

Prospectus
Actual Forecast Change

Profit after tax $3.25 m $2.81 m + 15.6%


Revenue $12.95 m $11.66 m + 11.1%
Earnings per share 28.9 cents 24.8 cents + 16.5%
Dividend – fully franked 14 cents 9.5 cents + 47.3%

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

“The continuous pursuit of excellence in care,


education and safety for all children and families
within our centres”

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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.

I also want to thank our fantastic staff. Child-care is a Sallyanne Atkinson AO


very special industry, dealing with very precious Chairman
people.....small children. Our parents have a right to
expect both the highest standards of care and
affordable early childhood services. These
expectations are met because our staff combine
dedication, sensitivity and commitment with good
management practices.

ABC Centres are each an important community


resource in their local area and we believe should meet
the unique and special needs of each different
community. We have worked to cultivate good
relationships with Local Governments as well as State
and Federal.

And we have been able to provide advice and industry


knowledge to support the development of Government
policies in relation to children and families. Recent
changes to Federal Government funding arrangements
to parents has increased the levels of occupancy within
our centres and has encouraged parents to look to long
day centres as a viable child care option.

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.

Our Past Performance

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.

Our Future Performance

Our future growth will be strong.

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:

• The ultimate early childhood learning experience


• Staff professionalism
• On-going professional development for staff
• Centre presentation
• Administration

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

SALLYANNE ATKINSON AO EDMUND GROVES


CHAIRMAN JOINT MANAGING DIRECTOR

Sallyanne Atkinson is a former Lord Eddy is a co-founder of ABC and has


Mayor of Brisbane, Australian Senior primary responsibility for all financial
Trade Commissioner to Paris, matters and liaising with
Chairman of Queensland Tourism and Government and regulatory bodies.
Deputy Mayor of the Olympic Village
for Sydney 2000 She is a director of He has particular skills in property
several public companies and and related matters including
associations, including APN News & demographics, site location, and
Media Limited, Abigroup Ltd, National building design. Eddy’s initiatives in
Capital Authority and The Australian the design and location of child care
Ballet. She is also Special centres is acknowledged throughout
Representative for Queensland, South the industry.
East Asia in the Queensland
Government. He has other business interests in
Queensland in milk distribution,
Internationally, she has represented where his company is the largest
Australia to the International Olympic distributor of Pauls milk in
Committee, in major trade and Queensland, and in sport, where he is
business forums such as the OECD owner of the Brisbane Bullets
and the International Chamber of basketball team.
Commerce and spoken at conferences
in Europe, Asia and the United States.

Among Sallyanne’s many


achievements, she has received
several awards including Officer of
Order of Australia, Fellow of
Australian Institute of Management
and Honorary Fellow of Australian
Institute of Company Directors. She
holds a Bachelor of Arts degree from
the University of Queensland.

8
WILLIAM BESSEMER LE NEVE GROVES
NON-EXECUTIVE DIRECTOR JOINT MANAGING DIRECTOR

Bill Bessemer is currently Chairman Le Neve is a co-founder of ABC and is


of Austock Brokers Pty Ltd and Managing Director of ABC DLC and
Australian Pooled Development Principal of ABC Training College.
Financing Limited and a director of Le Neve holds several early childhood
Ceramic Funds Management qualifications, including a Diploma of
Limited. He holds a number of other Teaching Primary /Preschool (BCAE now
board positions on public companies known as QUT), Bachelor of Education
and the Sudden Infant Death (University of South Australia), and
Research Foundation Inc. Masters of Education (University of
South Australia). Le Neve is currently
Bill has extensive experience and studying towards an educational PhD
practical corporate skills covering through the University of South
debt and equity raisings, financial Australia.
structuring, mergers, acquisitions
and business recoveries. Previously Le Neve assists in the development of,
he was a part owner and director of and oversees, all early childhood
a successful corporate advisory philosophies, policies and practices of
company, and before that, a director the ABC Group. Since the inception of
of the ANZ Bank owned Delfin ABC Developmental Learning Centres,
Corporate Services and ANZ CAP. He Le Neve has supported the design and
holds a Bachelor of Economics implementation of high quality
degree from the University of programs, which ABC is well recognised
Queensland, a Master of Business for, including 17 industry awards.
Administration degree from the
University of Melbourne and he is a Le Neve was a state finalist in the Telstra
Certified Practising Accountant. Queensland Business Women’s Award
(1998) and state finalist in the Australian
Institute of Management, Manager of the
Year Award (1999).

Le Neve has been an executive member


of Queensland Professional Child Care
Centres Association for the past 8 years
and currently holds the position of
Queensland Vice President.

9
ORGANISATIONAL STRUCTURE

A.B.C. LEARNING CENTRES LTD


A.B.C. LEARNING CENTRES LTD
ORGANISATIONAL STRUCTURE

Board of ABC

ABC DLC ABC Training College

Eddy Groves Le Neve Groves Le Neve Groves


Joint Managing Director Joint Managing Director Managing Director
Principal

Manager General Manager Manager


WA VIC

Senior Advisory
Officers

RMC RMC RMC RMC RMC


Level Level Level Level Level
One One One One One

RMC RMC RMC


Level Level Level
Two Two Two

RMC RMC RMC RMC RMC RMC


Level Level Level Level Level Level
Two Two Two Two Two Two

Code:

RMC Level One – Regional Management Co-ordinator – Level One


RMC Level Two – Regional Management Co-Ordinator – Level Two

This chart represents the structure of A.B.C. and not necessarily the
number of centres operated

10
Key Personnel

JILLIAN REYNOLDS MEGAN LOCKHEAD


General Manager Manager Victoria

My role as General Manager of As the Senior Resource Manager


A.B.C. Learning Centres for our centres located
encompasses many aspects of throughout Melbourne and
overseeing the day to day country Victoria. I began my
operations of our growing company. I am able to maintain journey with ABC Developmental Learning Centres in July
hands on industry and centre level experience, whilst 1995, as a Director in one of our Brisbane centres, before
coordinating the activities of A.B.C. at management level. being offered a Resource Officer role, overseeing four
My role is as diverse as it is rewarding and challenging. centres located in Brisbane and the Gold Coast. My
"passion" is teaching, and I hold a degree in Early
With the support of A.B.C’s Managing Directors, I am able to Childhood Education achieved at the University of South
ensure that our company’s objective to provide high quality Australia.
childcare to Australian families is achieved. A strong and
successful business provides our staff with the assurance of In April 1998, I was given the opportunity to transfer to our
a career path in the child care industry. Victorian office and began the task of establishing high
quality, nurturing, educationally sound centres, that ABC
Part of my management role is to ensure that our has become so famous for. At present, we have some 11
methodologies and structures are consistently applied centres, including our newly established Geelong centre –
across each state we service. Since the inception of our located in the heart of Geelong. Each centre is unique, with
Regional Management structure, which now better utilises the Director and staff being chosen for their knowledge and
the skill levels of our staff, we have been able to dedication to educating young children, and their abilities
consistently achieve our company’s goals and so provide to meet the needs of the children and their families.
the foundations for the future growth and success of our
company. My team and I are looking forward to further expansion in
and around Victoria, enabling us to provide even more
As A.B.C. grows so does my own professional knowledge. families with wonderful experiences that are on offer
Perhaps the most gratifying part of my role is being a part through our very special centres. Whether it be weekly
of a company that impacts significantly on the national music lessons, or languages from around the world, our
standards of Australian childcare. centres offer a wealth of educational experiences each
and every day.

Here at ABC Developmental Learning Centres – Victoria,


we feel very proud to be part of the ABC philosophy of
“high quality, affordable childcare for all Australians”.

NARELLE KELLY WENDY RICATO


College Co-ordinator Senior Advisory Officer QLD

An exciting aspect of my position As the longest serving staff


is that I have been able to use my member of ABC Learning Centres
past experiences as an early I have experienced first hand,
childhood professional working the in-built career avenues that
within centres to now support the training needs of my provide strong positive incentives for all staff.
fellow colleagues. I am available to assist all students in
respect to their studies, college practicum requirements, Throughout my career with A.B.C. Learning Centres my
career development and study timetables. professional knowledge has been enhanced by the many
training and advancement opportunities I have been
I enjoy marketing our early childhood programs within the exposed to.
wider community and the early childhood industry. I
promote our training throughout our own ABC Learning My current job role as a Senior Advisory Officer for the
Centres ensuring our staff continue to enhance their Queensland Region encompasses the belief that the
qualifications on a professional level and receive high ongoing upskilling of staff knowledge is important for their
quality training to support their career path own growth as well as the growth of A.B.C.
available to them.
With in-house training as a major focus, I am able to ensure
My favourite part of my role is overseeing the special that the continual growth of the company provides our staff
programs undertaken by the Brisbane Bullets basketball with definite career paths. Our very close link with the ABC
players at our ABC Centres and seeing the positive impact Early Childhood Training College also ensures professional
of this program on the children and families at our centres. development goes hand in hand with our continual pursuit
for high quality early childhood programs.

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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:

(a) Nomination and Remuneration Committee

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.

(b) Operations Committee

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

(c) Audit Committee

The committee’s responsibilities are to:


 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

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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:

Sallyanne Atkinson (Appointed 03/10/00)


Edmund S Groves
Le Neve A Groves
William E Bessemer
Anthony A Martin (Retired 03/10/00)

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.

Dividends Paid or Recommended

Dividends paid or declared for payment are as follows:

(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)

Significant Changes In State Of Affairs

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.

Changes in controlled entities:

(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.

After Balance Date Events

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

Sallyanne Atkinson AO Chairman – Non-executive

Qualifications Bachelor of Arts (University of Queensland)


Fellow, Australian Institute of Management
Honorary Fellow, Australian Institute of Company Directors

Experience Appointed Chairman in November 2000. Former Lord Mayor of Brisbane,


Australian Senior Trade Commissioner to Paris and Chairman of
Queensland Tourism. Was Deputy Mayor of the Olympic Village for
Sydney 2000. Special Representative for Queensland, South East Asia
in the Queensland Government. Currently a director of several public
companies and associations, including APN News & Media Limited,
Abigroup Ltd, Binna Burra Lodge, The Australian Ballet and President of
Greening Australia – Queensland Branch.

Interest in shares and options Options to acquire 100,000 ordinary shares.

Special Responsibilities Member of all committees of the company.

Edmund S Groves Joint Managing Director – Executive

Qualifications Member, Australian Institute of Company Directors

Experience Co-founder of ABC Developmental Learning Centres Pty Limited in 1988.


Controls one of the largest milk distribution operations in Queensland.
Has been president of the Queensland Professional Child Care Centres
Association.

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.

Le Neve A Groves Joint Managing Director – Executive

Qualifications Diploma of Teaching primary/Preschool


Bachelor of Education (University of South Australia)
Masters of Education (University of South Australia)
Member, Australian Institute of Company Directors

Experience Co-founder of ABC Developmental Learning Centres Pty Limited in 1988.


Currently Vice President of Queensland Professional Child Care Centres
Association.

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)

William E Bessemer Non-executive Director

Qualifications Bachelor of Economics (University of Queensland)


Master of Business Administration (University of Melbourne)
Certified Practising Accountant

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.

Interest in shares and options Options to acquire 150,000 ordinary shares.

Special Responsibilities Member of all committees of the company.

Directors’ and Executive Officers’ Emoluments

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:

Parent Entity Salary Director’s Superannuation Attributed Non-Cash Total


Fees Contributions value of Benefits
Options
(a)

$ $ $ $ $ $
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

S Atkinson - 33,368 - 107,620 - 140,988


E S Groves 100,000 - - 215,240 106,875 422,115
L A Groves 98,000 - 7,840 215,240 28,733 349,813
W E Bessemer - - - 161,430 6,225 167,655
A A Martin - - - - - -

(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:

Economic Entity Salary Superannuation Incentives Non-Cash Total


Contributions Benefits
$ $ $ $ $
R V Harris – Company 22,460 5,615 - - 28,075
Secretary

There were no other 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 - - - - - -

Indemnifying Officers or Auditor

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:

1. 100,000 options granted to Sallyanne Atkinson at an exercise price of $1 per option


2. 200,000 options granted to Edmund S Groves at an exercise price of $1 per option
3. 200,000 options granted to Le Neve A Groves at an exercise price of $1 per option
4. 150,000 options granted to William E Bessemer at an exercise price of $1 per option

The options granted 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 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.

Proceedings on Behalf of the Company

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.

Signed in accordance with a resolution of the Board of Directors.

Sallyanne Atkinson – Chairman

Edmund S Groves – Director

Signed at Brisbane on the 18th day of September 2001

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:

(a) The Corporations Act 2001, including:

(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

(b) Other mandatory professional reporting requirements.

DOUGLAS HECK & BURRELL


Chartered Accountants

Russell Brown
Partner

Signed at Brisbane on the 18th day of September 2001

19
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Directors’ Declaration

The directors of the company declare that:

1. The financial statements and notes, as set out in pages 21 to 45:

(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.

This declaration is made in accordance with a resolution of the Board of Directors.

Sallyanne Atkinson – Chairman

Edmund S Groves – Director

Signed at Brisbane on the 18th day of September 2001

1020
Statement Of Financial Position At 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

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

The accompanying notes form part of these financial statements

21
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Statement Of Financial Performance For The Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Revenues from ordinary activities 2 12,950 6,883 5,880 1,843

Employee benefits expense (1,114) (394) (38) -

Depreciation and amortisation expense (349) (360) (83) (133)

Borrowing costs expense (1,646) (1,448) (1,167) (1,210)

Rental expense (2,670) (1,810) - -

Other expenses from ordinary activities (2,586) (2,828) (153) (206)

Profit from ordinary activities before


income tax expense 3 4,585 43 4,439 294

Income tax expense relating to ordinary


activities 4 (1,333) (8) (20) (89)

Profit from ordinary activities after related


income tax expense 3,252 35 4,419 205

Net profit 3,252 35 4,419 205

Increase in asset revaluation reserve


recognised directly in equity 117 3,121 (201) 796

Total changes in equity other than those


resulting from transactions with owners
as owners 25 3,369 3,156 4,218 1,001

Cents Cents

Basic earnings per share 8 29.9 .4

Diluted earnings per share 28.9 -

The accompanying notes form part of these financial statements

22
Statement Of Cash Flows For the Financial Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Cash Flows From Operating Activities


Receipts from customers 15,247 7,353 3,209 1,698
Payments to suppliers and employees (8,792) (4,586) (640) (151)
Distributions received 36 - 36 -
Interest received 356 7 101 4
Borrowing costs paid (1,655) (1,738) (1,167) (1,342)
Income tax paid (528) (61) (96) -
Net operating cash flows 33 4,664 975 1,443 209

Cash Flows From Investing Activities


Proceeds from sale of property, plant
and equipment 16,232 - 15,472 -
Purchase of property, plant and
equipment (2,733) (1,525) (1,599) (1,033)
Purchase of childcare licences (6,679) (2) - -
Purchase of investments (1,407) (21) (1,407) (21)
Loans made to related parties - (1005) (5,630) (898)
Repayment of loans from related
parties 4,714 4 1,612 -
Land and buildings for on-sale (1,115) - - -
Other (22) - - -
Net investing cash flows 8,990 (2,549) 8,448 (1,952)

Cash Flows From Financing Activities


Proceeds from issue of shares 700 - 700 -
Share issue costs (1,444) - (1,497) -
Proceeds from issue of convertible
notes - 500 - 500
Proceeds from borrowings 8,798 1,744 7,389 1,405
Repayment of borrowings (16,948) (214) (12,015) (214)
Dividends paid by parent entity (2,434) - (2,434) -
Net financing cash flows (11,328) 2,030 (7,857) 1,691

Net increase (decrease) in cash held 2,326 456 2,034 (52)

Cash at beginning of the year 378 (78) (185) (133)

Cash at end of the year 9 2,704 378 1,849 (185)

The accompanying notes form part of these financial statements

23
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001

Note 1: Statement of Significant Accounting Policies

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) Principles of Consolidation

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.

(b) Income Tax

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

Note 1: Statement of Significant Accounting Policies (Continued)

(d) Childcare Licences

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.

(e) Property, Plant and Equipment

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.

Plant and Equipment

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:-

Class of Fixed Asset Depreciation Rate

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

Note 1: Statement of Significant Accounting Policies (Continued)

(f) Leases (continued)

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

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.

(j) 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 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

For the purposes of the statement of cash flows, cash includes:

ƒ cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and
ƒ investments in money market instruments with less than 14 days to maturity.

(l) Comparative Figures

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

Note 1: Statement of Significant Accounting Policies (Continued)

(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).

(n) Rounding of Amounts

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 Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $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 -

b. Interest revenue from:


Other related parties 32 73 136 2 5
Directors 32 80 200 47 133
Other persons 73 8 53 4
Total Interest Revenue 226 344 102 142
c. Net proceeds from sale of properties:
Consideration on disposal of properties 16,232 - 15,472 -
Carrying amount of properties sold (15,550) - (15,098) -
Net Proceeds on Sale of Properties 682 - 374 -

27
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 3: Profit From Ordinary Activities

Profit from ordinary activities before


income tax has been determined after
a. Expenses
Borrowing costs:
Other related parties - 9 - -
Other persons 1,646 1,439 1,167 1,210
Total Borrowing Costs 1,646 1,448 1,167 1,210
Depreciation of non-current assets:
Buildings 82 130 82 130
Plant and equipment 205 146 - -
Leased plant and equipment 60 80 - -
Total Depreciation 347 356 82 130
Amortisation of non-current assets:
Formation costs 2 4 1 3
Total Amortisation 2 4 1 3
Rental expense on operating leases:
Minimum lease payments 2,670 1,810 - -

b. Revenue and Net Gains


Net gain on disposal of non-current
assets
Property, plant and equipment 682 - 374 -

28
Notes To The Financial Statements For The Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 4: Income Tax Expense

a. The prima facie tax on profit from


ordinary activities before tax is reconciled
to the income tax as follows:

Prima facie tax payable on profit from


ordinary activities before tax at 34%
(2000: 36%) 1,559 16 1,509 106
Add/(Deduct):
Tax effect of:
Other non-allowable items (15) (8) 24 (17)
Rebateable fully franked dividends - - (1,386) -
Capital profits not subject to income tax (218) - (127) -
Adjustment to future income tax benefit
for change in company tax rate
to 30% 7 - - -
Income tax expense attributable to profit
from ordinary activities before income tax 1,333 8 20 89

Note 5: Remuneration And Retirement


Benefits 2001 2000 2001 2000
$ $ $ $
a. Directors’ Remuneration

Income paid or payable to all directors of


each entity in the economic entity by the
entities of which they are directors and
any related parties in connection with the
management of the affairs of the
economic entity 1,080,572 - 737,068 -

Number of parent entity directors whose


income from the parent entity and any
related parties was within the following
bands: No. No.

$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 -

The names of parent entity directors who have held


office during the financial year are:

Sallyanne Atkinson (Appointed 03/10/2000)


Edmund S Groves
Le Neve A Groves
William E Bessemer
Anthony A Martin (Resigned 03/10/2000)

29
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$ $ $ $

Note 5: Remuneration And Retirement


Benefits (Continued)

b. Executive Remuneration

Remuneration received or due and


receivable by executive officers of the
economic entity from entities in the
economic entity, and any related entities
for management of the affairs of the
economic entity, whose remuneration is
$100,000 or more 771,928 - 430,480 -

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.

The number of executives whose income


was within the following bands:

$340,000 - $349,999 1 - - -
$420,000 - $429,999 1 - - -

Note 6: Auditor’s Remuneration

Remuneration of the auditor of the parent


entity for:

Auditing or reviewing the financial


report 48,750 11,000 48,750 11,000
Other services 69,845 - 69,845 -
Other services provided by related
practice of auditor 13,704 - 13,704 -
132,299 11,000 132,299 11,000

Note 7: Dividends 2001 2000 2001 2000


$000 $000 $000 $000
Special fully franked ordinary dividend of
12 cents per share franked at the rate of
34% 1,461 - 1,461 -

Interim fully franked ordinary dividend of


2 cents per share franked at the rate of
34% 253 - 253 -

Proposed final fully franked ordinary


dividend of 12 (2000: 8) cents per share
franked at the rate of 30% (2000: 34%) 1,623 720 1,623 720
3,337 720 3,337 720

30
Notes To The Financial Statements For The Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 7: Dividends (Continued)

Balance of franking account at year end


adjusted for franking credits arising from
payment of provision for income tax and
dividends recognised as receivables,
franking debits arising from payment of
proposed dividends and franking credits
that may be prevented from distribution
in subsequent financial years 175 1,449 175 1,449

2001 2000
Note 8: Earnings Per Share

a. Weighted average number of ordinary


shares outstanding during the year used
in the calculation of basic EPS 10,877,848 9,000,005

b. Classification of securities

Diluted earnings per share is calculated


after classifying all options on issue
remaining unconverted at 30 June 2001
as potential ordinary shares

2001 2000 2001 2000


$000 $000 $000 $000
Note 9: Cash

Cash at bank 853 806 - -


Deposits at call 1,887 - 1,885
2,740 806 1,885 -

Reconciliation of Cash

Cash at the end of the financial year as


shown in the statement of cash flows is
reconciled to items in the statement of
financial position as follows:

Cash on hand and at bank 853 806 - -


Deposits at call 1,887 - 1,885 -
Bank overdrafts (36) (428) (36) (185)
2,704 378 1,849 (185)

31
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 10: Receivables

Current

Trade debtors 117 329 - -


Other debtors 274 59 53 21
Deposits 10 1 - -
Amounts receivable from:
Director related entities 32 - 337 - 138
401 726 53 159
Non-Current

Rental bonds 104 103 - -

Note 11: Other Financial Assets

Current

Unlisted investments, at cost


Units in property trust 19(d) 1,407 - 1,407 -
Unsecured loans:
Controlled entities 32 - 4,714 1,728 4,283
Director related entities 32 - - - 1,611
1,407 4,714 3,135 5,894

Non-Current

Unsecured loans:
Controlled entities 32 - - 12,263 -
Shares in controlled entities - - 5,431 5,431
- - 17,694 5,431

Note 12: Other Assets

Current

Prepayments 103 167 7 167


Land and buildings held for on-sale 19(d) 1,115 - - -
1,218 167 7 167

Non-Current

Deposits on childcare licences 26(c) 12 - - -

32
Notes To The Financial Statements For The Year Ended 30 June 2001

Note 13: Controlled Entities

Controlled entities and their contribution to consolidated profit

Country of
Incorporation Percentage Owned (%)
2001 2000
Parent Entity:

A.B.C. Learning Centres Limited Australia - -

Controlled entities:

A.B.C. Developmental Learning Centres Pty Ltd Australia 100 100

A.B.C. Early Childhood Training College Pty Ltd Australia 100 100

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 14: Property, Plant and Equipment

Freehold land at:


- Cost - 3,583 - 3,506
Total Land - 3,583 - 3,506

Buildings at:
- Independent valuation 2000 965 11,384 965 11,159
Less accumulated depreciation (82) - (82) -
Total Buildings 883 11,384 883 11,159

Total Land and Buildings 883 14,967 883 14,665

Leasehold improvements at:


Cost 140 72 - -

Property improvements at:


Cost 786 545 - -
Less accumulated amortisation (356) (288) - -
430 257 - -

Plant and equipment at:


Cost 1,258 591 - -
Less accumulated depreciation (513) (357) - -
745 234 - -

33
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 14: Property, Plant and Equipment


(Continued)

Leased plant and equipment:


Capitalised leased assets 319 424 - -
Less accumulated depreciation (119) (169) - -
200 255 - -
Total Plant and Equipment 1,515 818 - -

Total Property, Plant and Equipment 2,398 15,785 883 14,665

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.

(a) Movements in Carrying 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

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000
Note 15: Childcare Licences

Childcare licences at directors’ valuation


Balance at beginning of year 13,240 10,915 - -
Additions 6,689 - - -
Revaluation increments 308 2,325 - -
Carrying amount at end of year 20,237 13,240 - -

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.

Note 16: Deferred Tax Assets

Future income tax benefit 16 125 10 6

The future income tax benefit is made up


of the following estimated tax benefits:
- tax losses - 108 - -
- timing differences 16 17 10 6
16 125 10 6

Note 17: Intangible Assets

Formation expenses at cost - 15 - 13


Less accumulated amortisation - (6) - (5)
- 9 - 8

Unexpired borrowing expenses - 160 - 118


Less accumulated amortisation - (77) - (58)
- 83 - 60

Other licences at cost - 29 - -


Total Intangible Assets - 121 - 68

35
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 18: Payables

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

Note 19: Interest Bearing Liabilities

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

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 19: Interest Bearing Liabilities


(Continued)

(c) The carrying amounts of non-current


assets pledged as security are:
First mortgage
Freehold land and buildings - 14,002 - 13,700
Floating charge over assets 22,767 15,372 18,587 6,470
Total assets pledged as security 22,767 29,374 18,587 20,170

(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).

Note 20: Tax Liabilities

Current
Income tax 1,155 460 43 114
Withholding tax 1 - - -
1,156 460 43 114

Note 21: Provisions

Current
Dividends 1,623 720 1,623 720
Employee entitlements 10 8 - -
1,633 728 1,623 720

Non-Current
Employee entitlements 1 1 - -

(a) Aggregate employee entitlements


liability 11 9 - -

No. No. No. No.

(b) Number of employees at year end 39 32 - -

37
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 22: Contributed Equity

12,673,660 (2000: 9,000,005) fully paid


ordinary shares 10,290 7,740 10,290 7,740

(a) Ordinary Shares


At the beginning of the reporting period 7,740 7,740 7,740 7,740

Shares issued during the year


- 3,173,655 on 18 December 2000 4,126 - 4,126 -
- 150,000 on 19 December 2000 - - - -
- 350,000 on 16 March 2001 700 - 700 -
Transaction costs relating to share
issues (2,276) - (2,276) -
At reporting date 10,290 7,740 10,290 7,740

No. No. No. No.


At the beginning of the reporting period 9,000,005 9,000,005 9,000,005 9,000,005
Shares issued during year
- 18 December 2000 3,173,655 - 3,173,655 -
- 19 December 2000 150,000 - 150,000 -
- 16 March 2001 350,000 - 350,000 -
At reporting date 12,673,660 9,000,005 12,673,660 9,000,005

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

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 23: Reserves

Assets revaluation reserve (a) 521 2,605 79 280

(a) Movements during the year

Opening balance 2,605 - 280 -


Revaluation increment (decrement) on
Freehold land and buildings (201) 797 (201) 797
Revaluation increment on childcare
Licences 318 2,325 - -
Transfer to Statement of Financial Performance (2,201) (517) - (517)
Closing balance 521 2,605 79 280

The asset revaluation reserve records


revaluations of non-current assets

Note 24: Retained Profits

Retained profits at the beginning of the


financial year 235 403 29 28
Net profit attributable to the members of
the parent entity 3,252 35 4,418 204
Dividends provided for or paid (3,337) (720) (3,337) (720)
Transfers to and from reserves
- Asset revaluation reserve 2,201 517 - 517
Retained profits at the end of the
financial year 2,351 235 1,110 29

Note 25: Total Equity

Total equity at the beginning of the


Financial year 10,580 8,143 8,049 7,768
Total changes in equity recognised in the
Statement of Financial Performance 3,369 3,156 4,218 1,001
Transactions with owners as owners:
- Issue of ordinary shares on
conversion of convertible notes 4,126 - 4,126 -
- Issue of ordinary shares to vendors 700 - 700 -
- Transaction costs on the issue of
ordinary shares (2,276) - (2,276) -
- Dividends paid or provided (3,337) (720) (3,338) (720)
Total equity at the end of the financial
year 13,162 10,580 11,479 8,049

39
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001

Note Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 26: Capital and Leasing


Commitments

(a) Finance Lease Commitments

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 - -

The finance leases on childcare equipment and motor vehicles commenced on


varying past dates. They are predominantly for four year terms with residual
payments aligned to the nature of the leased asset.

(b) Operating Lease Commitments

Non-cancellable operating leases contracted for but


not capitalised in the financial statements, based on
current lease payments

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.

(c) Capital Expenditure Commitments

Capital expenditure commitments


contracted for:
Capital expenditure projects 1,982 352 - 352

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

Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 27: Contingent Liabilities

Estimates of the maximum amount of


contingent liabilities that may become
payable:

A claim for monies alleged to be owing


under a Business contract. The
subsidiary involved has lodged a
defence and counterclaim for an amount
in excess of the claim - - - -

Note 28: Financial Instruments

(a) Interest Rate Risk

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:

Fixed Interest Rate


Maturing
Floating Non-
Interest Within 1 to 5 Interest
Rate 1 Year Years Bearing Total
2001 Note $000 $000 $000 $000 $000

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

Note 28: Financial Instruments (Continued)


Fixed Interest Rate
Maturing
Floating Non-
Interest Within 1 to 5 Interest
Rate 1 Year Years Bearing Total
Note $000 $000 $000 $000 $000
2000

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%

(b) Credit Risk

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.

(c) Net Fair Values

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.

Note 29: Statement of Operations by


Segments

The economic entity only operates in the childcare industry in Australia.

Note 30: Economic Dependency

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.

Note 31: Events Subsequent to Reporting Date

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

Note 31: Events Subsequent to Reporting Date (Continued)

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.

Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 32: Related Party Transactions

Transactions between related parties are on normal commercial terms and


conditions no more favourable than those available to other parties unless
otherwise stated.

Transactions with related parties:

(a) A company controlled by E S & L A Groves,


directors, provided loans to the economic entity
during the previous financial year that have been
fully repaid. - 147 - -

Interest paid amounted to: - 9 - -

(b) Loans were provided by the economic entity


during the previous financial year to companies
controlled by E S & L A Groves. The amounts have
been fully repaid. - 2,247 - 71

Interest received amounted to: 73 136 2 4

(c) Loans were provided by the economic entity


during the previous financial year to directors, E S &
L A Groves as a partnership. The amounts have
been fully repaid. - 2,458 - 1,540

Interest received amounted to: 80 200 47 133

(d) Loans were provided to the economic entity


during the financial year by directors, E S & L A
Groves. The amounts have been subsequently fully
repaid. 242 - - -

(e) Loans were provided to the economic entity


during the financial year by relatives of directors, E S
& L A Groves. The amounts have been
subsequently fully repaid to those relatives. 389 - 389 -

43
A.B.C.
LEARNING CENTRES LIMITED AND CONTROLLED ENTITIES
Notes To The Financial Statements For The Year Ended 30 June 2001

Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 32: Related Party Transactions (Continued)

(f) Transactions with other related parties:


(i) The Australian Social Infrastructure Fund
(“ASIF”), the manager of which is Ceramic
Funds Management Limited (a related party to
E S & L A Groves and W E Bessemer).
Transactions with ASIF during the year were:
- Sale of properties to ASIF 16,232 - 15,472 -
- Rental paid to ASIF 815 - - -
- Commission received from ASIF for sub-
underwriting units issued 103 - 103 -
- Acquisition of units from ASIF as part of the
sub-underwriting commitment 1,407 - 1,407 -
(ii) Mr W E Bessemer is also a director of Austock
Brokers Pty Ltd (“Austock”). Transactions with
Austock during the year were:
- Payment of underwriting commission for
the parent company’s share offer 397 - 397 -

(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:

Ordinary Shares: 6,486,380 (2000: 9,000,005)


Options to acquire ordinary shares: 650,000 (2000: Nil)

(h) Remuneration of directors is detailed in Note 5.

Note 33: Cash flow Information

(a) Reconciliation of cash flow from operations with


profit from ordinary activities after income tax

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

Economic Entity Parent Entity


2001 2000 2001 2000
$000 $000 $000 $000

Note 33: Cash flow Information (Continued)

(b) Non-cash Financing and Investing Activities

(i) During the year the economic entity acquired


plant and equipment with an aggregate value of
$84,000 (2000: $109,000) by means of finance
leases. These acquisitions are not reflected in
the statement of cash flows.

(ii) On 18 December 2000, convertible note holders


converted 3,173,655 convertible notes into
ordinary shares at $1.30 per ordinary share.

(c) Credit Standby Arrangements with Banks

The economic entity has bank loan and bill facilities


amounting to $8,540,000. All of these facilities are
currently fully utilised.

45
ADDITIONAL INFORMATION

1. Shareholding

(a) Distribution of Shareholders Number

Size of Holding Ordinary


Shares Options
1 - 1,000 197,469 -
1,001 - 5,000 645,764 -
5,001 - 10,000 440,413 -
10,001 - 100,000 1,457,882 100,000
100,001 - and over 10,782,132 550,000
13,523,660 650,000

(b) The number of shareholdings held in less than marketable parcels is 3.

(c) The names of the substantial shareholders listed in the holding company’s register as at 31
August 2001 are:

Shareholder Number of Ordinary


Shares Options

Le Neve A Groves 3,241,690 200,000

Edmund S Groves 3,227,190 200,000

(d) Voting Rights

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)

(e) 20 Largest Shareholders

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

2. The name of the company secretary is Mr Robert V Harris.

3. The address of the registered office in Australia is Level 2, 99 Creek Street, Brisbane, Queensland
4000, Telephone (07) 3220 3232.

4. The register of securities is held at the following address:

Douglas Heck & Burrell Registries


Level 22, 300 Queen Street, Brisbane, Qld 4000, Telephone (07) 3228 4219

5. Stock Exchange Listing

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

Directors Chairman - Mrs Sallyanne Atkinson


Executive Directors - Mr Edmund S Groves (Managing Director Corporate)
- Mrs Le Neve A Groves (Managing Director Operations)
Non-executive Director - Mr William E Bessemer

Company Secretary Robert V Harris

General Manager Jillian M Reynolds

Legal Counsel Richard J Wyman

Registered Office Level 2, 99 Creek Street, Brisbane, Qld 4000


Telephone: 61-7-3220 3232
Facsimile: 61-7-3229 2799
Email: info@abcectc.com
Web Site: www.abclearningcentres.com

Brokers Austock Brokers Pty Ltd


Level 1, 350 Collins Street, Melbourne, Victoria 3000
Telephone: 61-3-8601 2000
Facsimile: 61-3-9600 1138
Email: info@austock.com.au
Web Site: www.austock.com.au

Share Registry Douglas Heck & Burrell Registries


Level 22, 300 Queen Street, Brisbane, Qld 4000
Telephone: 61-7-3228 4219
Facsimile: 61-7-3221 3149
Email: info@dhb.com.au
Web Site: www.dhb.com.au

Financial & Harris Black, Chartered Accountants


Accounting Advisers Level 2, 262 Adelaide Street, Brisbane, Qld 4000
Telephone: 61-7-3032 0200
Facsimile: 61-7-3032 0201
Email: info@harrisblack.com.au

Legal Advisers Barwicks Lawyers


Level 14, 141 Queen Street, Brisbane, Qld 4000
Telephone: 61-7-3238 8888
Facsimile: 61-7-3221 4358
Email: enquiries@barwicks.com.au
Web Site: www.barwicks.com.au

Auditors Douglas Heck & Burrell, Chartered Accountants


Level 21, 300 Queen Street, Brisbane, Qld 4000
Telephone: 61-7-3228 4000
Facsimile: 61-7-3221 6420
Email: info@dhb.com.au
Web Site: www.dhb.com.au

48
C
ABN 23 079 736 664

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